UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q   x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934   For the quarterly period ended March 31, 2010 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) ofTHE SECURITIES EXCHANGE ACT OF 1934  For the transition period from                              to  Commission File No. 333-3526-01   TANGER PROPERTIES LIMITED PARTNERSHIP (Exact name of Registrant as specified in its Charter)  NORTH CAROLINA
                           
                           
                           56-1822494(State or other jurisdictionof incorporation or organization)
                           
                           
                           (I.R.S. EmployerIdentification No.)  3200 Northline Avenue, Suite 360, Greensboro, North Carolina 27408 (Address of principal executive offices) (Zip code)   (336) 292-3010 (Registrant's telephone number, including area code) Indicate by check mark whether the Registrant (1) has filed all
                     reports required to be filed by Section 13 or 15(d) of the Securities
                     Exchange Act of 1934 during the preceding 12 months (or for such
                     shorter period that the Registrant was required to file such
                     reports), and (2) has been subject to such filing requirements for
                     the past 90 days. Yes x No o Indicate by check mark whether the registrant has submitted
                     electronically and posted on its corporate Web site, if any, every
                     Interactive Data File required to be submitted and posted pursuant to
                     Rule 405 of Regulation S-T (§232.405 of this chapter) during the
                     preceding 12 months (or for such shorter period that the registrant
                     was required to submit and post such files). Yes o No o Indicate by check mark whether the registrant is a large accelerated
                     filer, an accelerated filer or a non-accelerated filer. See
                     definition of "accelerated filer and large accelerated filer" in Rule
                     12b-2 of the Exchange Act. Large accelerated filer o   Accelerated filer o    Non-accelerated filer x   Smaller reporting company o Indicated by check mark whether the registrant is a shell company (as
                     defined in Rule 12b-2 of the Exchange Act). Yes o No x
 1


TANGER PROPERTIES LIMITED PARTNERSHIP Index  Page NumberPart I. Financial InformationItem 1. Financial Statements (Unaudited)Consolidated Balance Sheets - as of March 31, 2010 and December 31, 2009
                           
                           
                           3Consolidated Statements of Operations - for the three months ended March 31, 2010 and 2009
                           
                           
                           4Consolidated Statements of Cash Flows - for the three months ended March 31, 2010 and 2009
                           
                           
                           5Notes to Consolidated Financial Statements
                           
                           
                           6Item 2. Management's Discussion and Analysis of Financial Condition
                              and Results of Operations
                           
                           
                           16Item 3. Quantitative and Qualitative Disclosures about Market Risk
                           
                           
                           25Item 4. Controls and Procedures
                           
                           
                           26Part II. Other InformationItem 1. Legal Proceedings
                           
                           
                           27Item 1A. Risk Factors
                           
                           
                           27Item 6. Exhibits
                           
                           
                           27Signatures
                           
                           
                           27
 2


PART I. FINANCIAL INFORMATION Item 1. Financial Statements TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS (In thousands)(Unaudited)  As ofMarch 31, 2010
                           
                           
                           As ofDecember 31, 2009ASSETSRental propertyLand
                           
                           $
                           142,822
                           
                           $
                           143,933Buildings, improvements and fixtures
                           
                           
                           1,360,010
                           
                           
                           1,352,568Construction in progress
                           
                           
                           19,557
                           
                           
                           11,3691,522,389
                           
                           
                           1,507,870Accumulated depreciation
                           
                           
                           (432,276
                           )
                           
                           (412,530
                           )Rental property, net
                           
                           
                           1,090,113
                           
                           
                           1,095,340Cash and cash equivalents
                           
                           
                           3,030
                           
                           
                           3,214Investments in unconsolidated joint ventures
                           
                           
                           8,151
                           
                           
                           9,054Deferred charges, net
                           
                           
                           35,555
                           
                           
                           38,867Other assets
                           
                           
                           31,727
                           
                           
                           32,025Total assets
                           
                           $
                           1,168,576
                           
                           $
                           1,178,500LIABILITIES AND PARTNERS' EQUITYLiabilitiesDebtSenior, unsecured notes (net of discount of $798 and $858, respectively)
                           
                           $
                           256,412
                           
                           $
                           256,352Mortgage payable (including a debt discount of $0 and $241, respectively)
                           
                           
                           ---
                           
                           
                           35,559Unsecured term loan
                           
                           
                           235,000
                           
                           
                           235,000Unsecured lines of credit
                           
                           
                           93,400
                           
                           
                           57,700584,812
                           
                           
                           584,611Construction trade payables
                           
                           
                           22,381
                           
                           
                           14,194Accounts payable and accrued expenses
                           
                           
                           28,215
                           
                           
                           31,555Other liabilities
                           
                           
                           25,657
                           
                           
                           27,077Total liabilities
                           
                           
                           661,065
                           
                           
                           657,437Commitments and contingenciesPartners' EquityGeneral partner
                           
                           
                           5,468
                           
                           
                           5,633Limited partners
                           
                           
                           508,301
                           
                           
                           522,425Accumulated other comprehensive loss
                           
                           
                           (6,258
                           )
                           
                           (6,995
                           )Total partners' equity
                           
                           
                           507,511
                           
                           
                           521,063Total liabilities and partners' equity
                           
                           $
                           1,168,576
                           
                           $
                           1,178,500 The accompanying notes are an integral part of these consolidated
                     financial statements.
 3


TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per unit data)(Unaudited)  For the three months ended March 31,2010
                           
                           
                           2009RevenuesBase rentals
                           
                           $
                           43,648
                           
                           $
                           42,927Percentage rentals
                           
                           
                           1,305
                           
                           
                           1,308Expense reimbursements
                           
                           
                           19,536
                           
                           
                           19,219Other income
                           
                           
                           1,730
                           
                           
                           1,704Total revenues
                           
                           
                           66,219
                           
                           
                           65,158ExpensesProperty operating
                           
                           
                           22,472
                           
                           
                           21,748General and administrative
                           
                           
                           5,466
                           
                           
                           5,935Depreciation and amortization
                           
                           
                           26,527
                           
                           
                           20,397Impairment charge
                           
                           
                           735
                           
                           
                           ---Total expenses
                           
                           
                           55,200
                           
                           
                           48,080Operating income
                           
                           
                           11,019
                           
                           
                           17,078Interest expense
                           
                           
                           (7,948
                           )
                           
                           (11,210
                           )Gain on fair value measurement of previous interest held in acquired
                              joint venture
                           
                           
                           ---
                           
                           
                           31,497Income before equity in earnings (losses) of unconsolidated joint ventures
                           
                           
                           3,071
                           
                           
                           37,365Equity in earnings (losses) of unconsolidated joint ventures
                           
                           
                           (68
                           )
                           
                           (897
                           )Net income
                           
                           
                           3,003
                           
                           
                           36,468Net income available to limited partners
                           
                           
                           2,987
                           
                           
                           36,186Net income available to general partner
                           
                           $
                           16
                           
                           $
                           282Basic earnings per common unit:Income from continuing operations
                           
                           $
                           .06
                           
                           $
                           1.85Net income
                           
                           
                           .06
                           
                           
                           1.85Diluted earnings per common unit:Income from continuing operations
                           
                           $
                           .06
                           
                           $
                           1.85Net income
                           
                           
                           .06
                           
                           
                           1.85Distributions paid per common unit
                           
                           $
                           .7650
                           
                           $
                           .7600 The accompanying notes are an integral part of these consolidated
                     financial statements.
 4


TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands)(Unaudited)  For the three months ended March 31,2010
                           
                           
                           2009OPERATING ACTIVITIESNet income
                           
                           $
                           3,003
                           
                           $
                           36,468Adjustments to reconcile net income to net cash provided by operating
                              activities:Depreciation and amortization
                           
                           
                           26,527
                           
                           
                           20,429Impairment charge
                           
                           
                           735
                           
                           
                           ---Gain on sale of outparcels of land
                           
                           
                           (161
                           )
                           
                           ---Amortization of deferred financing costs
                           
                           
                           342
                           
                           
                           465Equity in losses of unconsolidated joint ventures
                           
                           
                           68
                           
                           
                           897Compensation expense related to equity based compensation
                           
                           
                           1,227
                           
                           
                           1,297Amortization of debt premiums and discount, net
                           
                           
                           (214
                           )
                           
                           999Gain on fair value measurement of previous interest held in acquired
                              joint venture---
                           
                           
                           (31,497
                           )Distributions of cumulative earnings from unconsolidated joint ventures
                           
                           
                           301
                           
                           
                           168Amortization of above/(below) market rent rate adjustment, net
                           
                           
                           (165
                           )
                           
                           77Straight-line base rent adjustment
                           
                           
                           (734
                           )
                           
                           (777
                           )Increase (decrease) due to changes in:Other assets
                           
                           
                           1,104
                           
                           
                           512Accounts payable and accrued expenses
                           
                           
                           (3,419
                           )
                           
                           1,516Net cash provided by operating activities
                           
                           
                           28,614
                           
                           
                           30,554INVESTING ACTIVITIESAdditions to rental property
                           
                           
                           (10,235
                           )
                           
                           (11,306
                           )Acquisition of remaining interests in unconsolidated joint venture,
                              net of cash acquired
                           
                           
                           ---
                           
                           
                           (31,086
                           )Distributions in excess of cumulative earnings from unconsolidated
                              joint ventures
                           
                           
                           349
                           
                           
                           42Net proceeds from sale of real estate
                           
                           
                           602
                           
                           
                           ---Additions to deferred lease costs
                           
                           
                           (881
                           )
                           
                           (1,473
                           )Net cash used in investing activities
                           
                           
                           (10,165
                           )
                           
                           (43,823
                           )FINANCING ACTIVITIESCash distributions paid
                           
                           
                           (19,192
                           )
                           
                           (15,742
                           )Proceeds from borrowings and issuance of debt
                           
                           
                           103,100
                           
                           
                           70,500Repayments of debt
                           
                           
                           (103,200
                           )
                           
                           (43,600
                           )Additions to deferred financing costs
                           
                           
                           (14
                           )
                           
                           ---Proceeds from exercise of options
                           
                           
                           673
                           
                           
                           259Net cash (used in) provided by financing activities
                           
                           
                           (18,633
                           )
                           
                           11,417Net decrease in cash and cash equivalents
                           
                           
                           (184
                           )
                           
                           (1,852
                           )Cash and cash equivalents, beginning of period
                           
                           
                           3,214
                           
                           
                           4,952Cash and cash equivalents, end of period
                           
                           $
                           3,030
                           
                           $
                           3,100 The accompanying notes are an integral part of these consolidated
                     financial statements.
 5


TANGER PROPERTIES LIMTIED PARTNERSHIP AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Business Tanger Properties Limited Partnership and subsidiaries is one of the
                     largest owners and operators of outlet centers in the United States.
                     We focus exclusively on developing, acquiring, owning, operating and
                     managing outlet shopping centers. As of March 31, 2010, we owned and operated 31 outlet centers, with a total gross
                     leasable area of approximately 9.1 million square feet. These outlet
                     centers were 95% occupied. We also operated and had partial ownership
                     interests in two outlet centers totaling approximately 948,000
                     square feet. We are controlled by Tanger Factory Outlet Centers, Inc. and
                     subsidiaries, a fully integrated, self-administered and self-managed
                     real estate investment trust, or REIT. The company owns the majority
                     of the partnership interests issued by the Operating Partnership,
                     which we refer to as units, through its two wholly-owned
                     subsidiaries, the Tanger GP and the Tanger LP Trust. The Tanger GP
                     Trust controls the Operating Partnership as its sole general partner.
                     The Tanger LP Trust holds a limited partnership interest. The Tanger
                     family, through its ownership of the Tanger Family Limited
                     Partnership, holds the remaining units as a limited partner. Stanley
                     K. Tanger, our founder and a member of the Company's Board of
                     Directors, is the sole general partner of the Tanger Family Limited
                     Partnership. Unless the context indicates otherwise, the term
                     "Operating Partnership" refers to Tanger Properties Limited
                     Partnership and subsidiaries and the term "Company" refers to Tanger
                     Factory Outlet Centers, Inc. and subsidiaries. The terms "we", "our"
                     and "us" refer to the Operating Partnership or the Operating
                     Partnership and the Company together, as the text requires. 2. Basis of Presentation Our unaudited consolidated financial statements have been prepared
                     pursuant to accounting principles generally accepted in the United
                     States of America and should be read in conjunction with the
                     consolidated financial statements and notes thereto of our Annual
                     Report on Form 10-K for the year ended December 31, 2009. The December 31, 2009 balance sheet data was derived from audited financial statements.
                     Certain information and note disclosures normally included in
                     financial statements prepared in accordance with accounting
                     principles generally accepted in the United States of America have
                     been condensed or omitted pursuant to the Securities and Exchange
                     Commission's ("SEC") rules and regulations, although management
                     believes that the disclosures are adequate to make the information
                     presented not misleading. The accompanying unaudited consolidated financial statements include
                     our accounts and our wholly-owned subsidiaries and reflect, in the
                     opinion of management, all adjustments necessary for a fair statement
                     of the interim consolidated financial statements. All such
                     adjustments are of a normal and recurring nature. Intercompany
                     balances and transactions have been eliminated in consolidation. Investments in real estate joint ventures that represent
                     non-controlling ownership interests are accounted for using the
                     equity method of accounting. These investments are recorded initially
                     at cost and subsequently adjusted for our equity in the venture's net
                     income (loss) and cash contributions and distributions. Control is
                     determined using an evaluation based on accounting standards related
                     to the consolidated of joint ventures and variable interest entities.
                     For joint ventures that are defined as variable interest entities,
                     the primary beneficiary consolidates the entity. 3. Development of Rental Properties New Development During the first quarter of 2010, construction continued on our
                     development site in Mebane, North Carolina. Currently, we have signed
                     leases or leases out for signature for approximately 77% of the total
                     square feet. Currently, we expect the 317,000 square foot outlet
                     center will be funded by operating cash flows and amounts available
                     under our unsecured lines of credit. This center is scheduled to open
                     in time for the 2010 holiday season.
 6


Redevelopment at Existing Outlet Centers During the first quarter of 2009, we obtained approval from Beaufort
                     County, South Carolina to implement a redevelopment plan at the
                     Hilton Head I, SC outlet center. As of March 31, 2010, the center was vacant of all tenants in preparation for the
                     demolition of the existing center and the redevelopment of the new
                     center. As a result a total of $9.2 million in depreciation and
                     amortization was recognized in the first quarter of 2010 to
                     completely depreciate the existing center. Accelerated depreciation
                     and amortization recognized due to changes in the estimated remaining
                     lives at the center was approximately $4.6 million and $1.2 million
                     for the three months ended March 31, 2010 and 2009, respectively. Income from continuing operations and net
                     income per unit was reduced by approximately $.20 and $.06 for the
                     three months ended March 31, 2010 and 2009, respectively. Commitments to complete construction of our new developments,
                     redevelopments and other capital expenditure requirements amounted to
                     approximately $31.1 million at March 31, 2010. Commitments for construction represent only those costs
                     contractually required to be paid by us. Interest costs capitalized during the three months ended March 31, 2010 and 2009 amounted to $200,000 and $36,000, respectively. Impairment Charge In 2005 we sold an outlet center located in Seymour, Indiana. We
                     retained various outparcels of land at the development site, some of
                     which we sold in recent years. In February 2010, our Board of
                     Directors approved the sale of the remaining parcels of land in
                     Seymour, IN. As a result of this Board approval and an approved plan
                     to actively market the land, we accounted for the land as "held for
                     sale" and recorded a non-cash impairment charge of approximately
                     $735,000 in our consolidated statement of operations which equaled
                     the excess of the carrying amount of the land over its fair value. We
                     determined the fair value using a market approach considering offers
                     that we have obtained for all the various parcels less estimated
                     closing costs. See Note 9, Fair Value Measurements, for further
                     discussion. Land Outparcel Sales Gains on sale of outparcels are included in other income in the
                     consolidated statements of operations. Cost is allocated to the
                     outparcels based on the relative market value method. In March 2010, we closed on the sale of an outparcel of land at our
                     property in Lincoln City, Oregon. The net proceeds from the sale were
                     approximately $403,000 and a gain on sale of outparcel of
                     approximately $161,000 was recognized. In March 2010, we sold two of the remaining outparcels in Seymour, IN
                     for net proceeds of approximately $199,000. As these parcels were
                     recorded at their fair value earlier in the quarter, no gain or loss
                     on sale was recorded. The only remaining land as of March 31, 2010 is currently recorded at its fair value which is approximately $200,000. 4. Investments in Unconsolidated Real Estate Joint Ventures Our investments in unconsolidated real estate joint ventures as of March 31, 2010 and December 31, 2009 aggregated $8.2 million and $9.1 million, respectively. We have
                     evaluated the accounting treatment for each of the joint ventures and
                     have concluded based on the current facts and circumstances that the
                     equity method of accounting should be used to account for the
                     individual joint ventures. At March 31, 2010, we were members of the following unconsolidated real estate joint ventures:
 7


Joint Venture
                           
                           
                           Center Location
                           
                           
                           OpeningDate
                           
                           
                           Ownership %
                           
                           
                           SquareFeet
                           
                           
                           Carrying Valueof Investment(in millions)
                           
                           
                           Total JointVenture Debt(in millions)Deer Park
                           
                           
                           Deer Park,Long Island,NY
                           
                           
                           2008
                           
                           
                           33.3%
                           
                           
                           683,033
                           
                           
                           $2.8
                           
                           
                           $267.2Wisconsin Dells
                           
                           
                           WisconsinDells,Wisconsin
                           
                           
                           2006
                           
                           
                           50%
                           
                           
                           265,061
                           
                           
                           $5.3
                           
                           
                           $25.3 These investments are recorded initially at cost and subsequently
                     adjusted for our equity in the venture's net income (loss) and cash
                     contributions and distributions. In accordance with amended guidance related to the consolidation of
                     variable interest entities which became effective January 1, 2010, we performed an analysis of all of our real estate joint ventures
                     to determine whether they would qualify as variable interest
                     entities, or VIE, and whether the joint venture should be
                     consolidated or accounted for as an equity method investment in an
                     unconsolidated joint venture. As a result of our qualitative
                     assessment, we confirmed, as previously concluded, that Deer Park is
                     a VIE and Wisconsin Dells is not a VIE. Deer Park is considered a VIE
                     because it does not meet the criteria of the members having a
                     sufficient equity investment at risk. In the case of Wisconsin Dells,
                     the members do have a sufficient equity investment at risk. After making the determination that Deer Park was a VIE, we performed
                     an assessment to determine if we would be considered the primary
                     beneficiary and thus be required to consolidate Deer Park's balance
                     sheets and results of operations. This assessment was based upon
                     whether we had the following: a. The power to direct the activities of a variable interest entity
                     that most significantly impact the entity's economic performance Per review of the operating and management agreements of Deer Park,
                     it was determined that no one member alone has the power to direct
                     the significant activities that affect the economic performance of
                     Deer Park. While we are the property manager, we must operate the
                     property within the approved budget or risk being removed by the
                     other two members as the property manager. b. The obligation to absorb losses of the entity that could
                     potentially be significant to the variable interest entity or the
                     right to receive benefits from the entity that could potentially be
                     significant to the variable interest entity All three members have equal 33.3% ownership of Deer Park and per the
                     terms of the operating agreement would have an equal obligation to
                     absorb losses or the right to receive benefits of the VIE. Based on the above we have determined that all three partners share
                     power in the decisions that most significantly impact Deer Park, as
                     well as the financial rights and obligations, and therefore we are
                     not required to consolidate Deer Park. Our equity method investment
                     in Deer Park as of March 31, 2010 was approximately $2.8 million. We are unable to estimate our
                     maximum exposure to loss at this time. Upon completion of the final
                     phase of the project, the debt is expected to be approximately $284.0
                     million, of which our proportionate share would be approximately
                     $94.7 million. A calculation of the maximum loss would involve
                     variables such as the loan balance amount and any proceeds from the
                     sale of the property. The following management, leasing and marketing fees were recognized
                     from services provided to Wisconsin Dells and Deer Park (in
                     thousands):  Three months endedMarch 31,2010
                           
                           
                           2009Fee:Management and leasing
                           
                           $
                           464
                           
                           $
                           471Marketing
                           
                           
                           41
                           
                           
                           39Total Fees
                           
                           $
                           505
                           
                           $
                           510
 8


Our investments in real estate joint ventures are reduced by 50% of
                     the profits earned for leasing services provided to Wisconsin Dells
                     and by 33.3% of the profits earned for leasing services provided to
                     Deer Park. Our carrying value of investments in unconsolidated joint
                     ventures differs from our share of the assets reported in the
                     "Summary Balance Sheets  Unconsolidated Joint Ventures" shown below
                     due to adjustments to the book basis, including intercompany profits
                     on sales of services that are capitalized by the unconsolidated joint
                     ventures. The differences in basis are amortized over the various
                     useful lives of the related assets. On a periodic basis, we assess whether there are any indicators that
                     the value of our investments in unconsolidated joint ventures may be
                     impaired. An investment is impaired only if management's estimate of
                     the value of the investment is less than the carrying value of the
                     investments, and such decline in value is deemed to be other than
                     temporary. To the extent impairment has occurred, the loss shall be
                     measured as the excess of the carrying amount of the investment over
                     the value of the investment. Our estimates of value for each joint
                     venture investment are based on a number of assumptions that are
                     subject to economic and market uncertainties including, among others,
                     demand for space, competition for tenants, changes in market rental
                     rates and operating costs of the property. As these factors are
                     difficult to predict and are subject to future events that may alter
                     our assumptions, the values estimated by us in our impairment
                     analysis may not be realized. As of March 31, 2010, we do not believe that any of our equity investments were impaired.
 9


Condensed combined summary financial information of joint ventures
                     accounted for using the equity method is as follows (in thousands):  Summary Balance Sheets  Unconsolidated Joint Ventures
                           
                           
                           As ofMarch 31,2010
                           
                           
                           As ofDecember 31,2009Assets:Investment properties at cost, net
                           
                           $
                           292,105
                           
                           $
                           294,857Cash and cash equivalents
                           
                           
                           6,937
                           
                           
                           8,070Deferred charges, net
                           
                           
                           5,197
                           
                           
                           5,450Other assets
                           
                           
                           5,878
                           
                           
                           5,610Total assets
                           
                           $
                           310,117
                           
                           $
                           313,987Liabilities and Owners' Equity:Mortgages payable
                           
                           $
                           292,468
                           
                           $
                           292,468Construction trade payables
                           
                           
                           1,845
                           
                           
                           3,647Accounts payable and other liabilities
                           
                           
                           3,568
                           
                           
                           3,826Total liabilities
                           
                           
                           297,881
                           
                           
                           299,941Owners' equity
                           
                           
                           12,236
                           
                           
                           14,046Total liabilities and owners' equity
                           
                           $
                           310,117
                           
                           $
                           313,987  Summary Statement of Operations Unconsolidated Joint Ventures
                           
                           
                           Three months endedMarch 31,2010
                           
                           
                           2009Revenues
                           
                           $
                           9,274
                           
                           $
                           8,524Expenses:Property operating
                           
                           
                           4,210
                           
                           
                           4,247General and administrative
                           
                           
                           287
                           
                           
                           189Depreciation and amortization
                           
                           
                           3,503
                           
                           
                           3,174Total expenses
                           
                           
                           8,000
                           
                           
                           7,610Operating income
                           
                           
                           1,274
                           
                           
                           914Interest expense
                           
                           
                           1,674
                           
                           
                           3,731Net loss
                           
                           $
                           (400
                           )
                           $
                           (2,817
                           )Tanger Properties Limited Partnership's share of:Net loss
                           
                           $
                           (68
                           )
                           $
                           (897
                           )Depreciation (real estate related)
                           
                           $
                           1,265
                           
                           $
                           1,166
 10


5. Other Comprehensive Income Total comprehensive income is as follows (in thousands):  Three months endedMarch 31,2010
                           
                           
                           2009Net income
                           
                           $
                           3,003
                           
                           $
                           36,468Other comprehensive income:Reclassification adjustment for amortization of gain on settlement of
                              US treasury ratelock included in net income
                           
                           
                           (76
                           )
                           
                           (72
                           )Change in fair value of cash flow hedges
                           
                           
                           852
                           
                           
                           (70
                           )Change in fair value of our portion of unconsolidated joint ventures
                              cash flow hedges
                           
                           
                           (39
                           )
                           
                           1,437Other comprehensive income
                           
                           
                           737
                           
                           
                           1,295Total comprehensive income
                           
                           $
                           3,740
                           
                           $
                           37,763 6. Equity-Based Compensation During the first quarter of 2010, the Company's Board of Directors
                     approved the grant of 150,288 restricted common shares to the
                     Company's independent directors and the Company's senior executive
                     officers. The Company receives one common unit from the Operating
                     Partnership for every two restricted shares issued by the Company.
                     The independent directors' restricted common shares vest ratably over
                     a three year period and the senior executive officers' restricted
                     shares vest ratably over a five year period. The grant date fair
                     value of the awards is $39.24 per share, which was determined based
                     upon the closing market price of our common shares on the day prior
                     to the grant date in accordance with the terms of the Company's
                     Incentive Award Plan, or Plan. Compensation expense related to the
                     amortization of the deferred compensation amount is being recognized
                     in accordance with the vesting schedule of the restricted shares. Also during the first quarter of 2010, the Company's Compensation
                     Committee approved the general terms of the Tanger Factory Outlet
                     Centers, Inc. 2010 Multi-Year Performance Plan, or the "2010
                     Multi-Year Performance Plan". The 2010 Multi-Year Performance Plan is
                     a long-term incentive compensation plan pursuant to which award
                     recipients, as a group, may earn up to approximately 615,000
                     restricted common shares of the Company based on our share price
                     appreciation over four years beginning on January 1, 2010. The maximum number of shares will be earned under this plan if we
                     achieve 60% or higher share price appreciation over the four-year
                     performance period. After the awards are earned, they will remain
                     subject to a one-year vesting period. For notional amounts granted in
                     2010, any shares earned on December 31, 2013 will vest on December 31, 2014 contingent on continued employment through the vesting date. Under the 2010 Multi-Year Performance Plan, we will grant 205,000
                     notional units to award recipients as a group. If our aggregate share
                     price appreciation during this period equals or exceeds the minimum
                     threshold of 40%, then the notional units will convert into the
                     Company's common shares on a one-for-one basis. The notional units
                     will convert into common shares on a one-for-two basis if the share
                     price appreciation exceeds the target threshold of 50% and on a
                     one-for-three basis if the share price appreciation exceeds the
                     maximum threshold of 60%. The notional amounts will convert on a pro
                     rata basis between share price appreciation thresholds. The share
                     price targets will be reduced on a dollar-for-dollar basis with
                     respect to any dividend payments made during the measurement period,
                     subject to a minimum level price target. The notional units, prior to the date they are converted into
                     restricted common shares, will not entitle award recipients to
                     receive any dividends or other distributions. If the notional units
                     are earned, and thereby converted into restricted common shares, then
                     award recipients will be entitled to receive a payment of all
                     dividends and other distributions that would have been paid had the
                     number of earned common shares been issued at the beginning of the
                     performance period. Thereafter, dividends and other distributions
                     will be paid currently with respect to all restricted common shares
                     that were earned.
 11


At the end of the four-year performance period, if the minimum share
                     price threshold is not achieved but the Company's share performance
                     exceeds the 50th percentile of the share performance of its peer group, the notional
                     units will convert into restricted common shares on a one-for-one
                     basis. All determinations, interpretations and assumptions relating
                     to the vesting and calculation of the performance awards will be made
                     by our Compensation Committee. We recorded equity-based compensation expense in our statements of
                     operations as follows (in thousands):  Three months endedMarch 31,2010
                           
                           
                           2009Restricted units
                           
                           $
                           959
                           
                           $
                           1,244Notional unit performance awards
                           
                           
                           268
                           
                           
                           ---Options
                           
                           
                           ---
                           
                           
                           53Total equity-based compensation
                           
                           $
                           1,227
                           
                           $
                           1,297 As of March 31, 2010, there was $21.1 million of total unrecognized compensation cost
                     related to unvested equity-based compensation arrangements granted
                     under the Plan. 7. Earnings Per Unit The following table sets forth a reconciliation of the numerators and
                     denominators in computing earnings per unit (in thousands, except per
                     unit amounts):  Three months endedMarch 31,2010
                           
                           
                           2009NUMERATOR:Net income
                           
                           $
                           3,003
                           
                           $
                           36,468Less applicable preferred unit distributions
                           
                           
                           (1,406
                           )
                           
                           (1,406
                           )Less allocation of earnings to participating securities
                           
                           
                           (169
                           )
                           
                           (439
                           )Net income available to common unitholders
                           
                           $
                           1,428
                           
                           $
                           34,623DENOMINATOR:Basic weighted average common units
                           
                           
                           23,048
                           
                           
                           18,668Effect of exchangeable notes
                           
                           
                           17
                           
                           
                           ---Effect of outstanding options
                           
                           
                           27
                           
                           
                           40Diluted weighted average common units
                           
                           
                           23,092
                           
                           
                           18,708Basic earnings per common unit:Income from continuing operations
                           
                           $
                           .06
                           
                           $
                           1.85Net income
                           
                           $
                           .06
                           
                           $
                           1.85Diluted earnings per common unit:Income from continuing operations
                           
                           $
                           .06
                           
                           $
                           1.85Net income
                           
                           $
                           .06
                           
                           $
                           1.85
 12


The exchangeable notes are included in the diluted earnings per unit
                     computation, if the effect is dilutive, using the treasury stock
                     method.  In applying the treasury stock method, the effect will be
                     dilutive if the average market price of the Company's common shares
                     for at least 20 trading days in the 30 consecutive trading days at
                     the end of each quarter is higher than the exchange rate of $35.87
                     per Company common share. The computation of diluted earnings per unit excludes options to
                     purchase common units when the exercise price is greater than the
                     average market price of the common units for the period.  The market
                     price of a common unit is considered to be equivalent to twice the
                     market price of a Company common share. No options were excluded from
                     the computations for the three months ended March 31, 2010 and 2009, respectively. The Company's unvested restricted share awards contain
                     non-forfeitable rights to distributions or distribution equivalents.
                     The impact of the unvested restricted share awards on earnings per
                     unit has been calculated using the two-class method whereby earnings
                     are allocated to the unvested restricted share awards based on
                     distributions declared and the unvested restricted shares'
                     participation rights in undistributed earnings. The notional units are considered contingently issuable common units
                     and are included in earnings per unit if the effect is dilutive using
                     the treasury stock method. The notional units were issued in January
                     2010 and all have been excluded from the computation of diluted
                     earnings per unit for the three months ended March 31, 2010 as none of the contingent conditions were satisfied as of the end of
                     the reporting period. At March 31, 2010 and December 31, 2009, the ownership interests of the Operating Partnership consisted of
                     the following (in thousands):  March 31,
                           
                           
                           December 31,2010
                           
                           
                           2009Preferred units:Limited partner
                           
                           
                           3,000,000
                           
                           
                           3,000,000Common units:General partner
                           
                           
                           237,000
                           
                           
                           237,000Limited partners
                           
                           
                           23,031,136
                           
                           
                           22,934,867Total common units
                           
                           
                           23,268,136
                           
                           
                           23,171,867 8.  Derivatives We are exposed to various market risks, including changes in interest
                     rates. Market risk is the potential loss arising from adverse changes
                     in market rates and prices, such as interest rates. We may
                     periodically enter into certain interest rate protection and interest
                     rate swap agreements to effectively convert floating rate debt to a
                     fixed rate basis. We do not enter into derivatives or other financial
                     instruments for trading or speculative purposes. In accordance with our derivatives policy, all derivatives are
                     assessed for effectiveness at the time the contracts are entered into
                     and are assessed for effectiveness on an on-going basis at each
                     quarter end. All of our derivatives have been designated as cash flow
                     hedges. Unrealized gains and losses related to the effective portion
                     of our derivatives are recognized in other comprehensive income and
                     gains or losses related to ineffective portions are recognized in the
                     income statement. At March 31, 2010, all of our derivatives were considered effective.
 13


The table below presents the fair value of the Operating
                     Partnership's derivative financial instruments as well as their
                     classification on the Balance Sheet as of March 31, 2010 and December 31, 2009 (in millions).  Liability DerivativesAs ofMarch 31, 2010
                           
                           
                           As ofDecember 31, 2009Notionalamounts
                           
                           
                           Balancesheet location
                           
                           
                           Fairvalue
                           
                           
                           Balancesheetlocation
                           
                           
                           FairvalueDerivatives designated as hedging instrumentsInterest rate swap agreements
                           
                           $
                           235.0
                           
                           
                           Otherliabilities
                           
                           $
                           8.2
                           
                           
                           Otherliabilities
                           
                           $
                           9.1Derivatives not designated as hedging Instruments (1)Interest rate swap agreement
                           
                           
                           35.0
                           
                           
                           N/A
                           
                           
                           N/A
                           
                           
                           Otherliabilities
                           
                           
                           0.4Total derivatives
                           
                           $
                           270.0
                           
                           
                           
                           
                           $
                           8.2
                           
                           
                           
                           
                           $
                           9.5  (1) The derivative not designated as a hedging instrument was the
                        interest rate swap agreement assumed when we purchased the remaining
                        50% interest in the joint venture that owned the outlet center in
                        Myrtle Beach, SC on Hwy 17. We could not qualify for hedge accounting
                        for this assumed derivative which had a fair value of $1.7 million
                        upon acquisition and was recorded in other liabilities in the balance
                        sheet. Changes in fair value of this derivative were recorded through
                        the statement of operations until its expiration in March 2010 at
                        which time its value was zero. For the three months ended March 31, 2010 and 2009 we recorded approximately $439,000 and $121,000 as a
                        reduction in interest expense related to the amortization of the net
                        benefit from the derivative.  The remaining net benefit from a derivative settled during 2005 in
                     accumulated other comprehensive income was an unamortized balance as
                     of March 31, 2010 of $2.0 million which will amortize into the statement of operations
                     through October 2015. 9.  Fair Value Measurements Accounting guidance on fair value measurements includes a three-tier
                     fair value hierarchy, which prioritizes the inputs used in measuring
                     fair value. These tiers are defined as follows:  Tier
                           
                           
                           DescriptionLevel 1
                           
                           
                           Defined as observable inputs such as quoted prices in active marketsLevel 2
                           
                           
                           Defined as inputs other than quoted prices in active markets that are
                              either directly or indirectly observableLevel 3
                           
                           
                           Defined as unobservable inputs in which little or no market data
                              exists, therefore requiring an entity to develop its own assumptions The valuation of our financial instruments is determined using widely
                     accepted valuation techniques including discounted cash flow analysis
                     on the expected cash flows of each derivative. This analysis reflects
                     the contractual terms of the derivatives, including the period to
                     maturity, and uses observable market-based inputs, including interest
                     rate curves. The valuation also includes a discount for counterparty
                     risk. We have determined that our derivative valuations are
                     classified in Level 2 of the fair value hierarchy.
 14


For assets and liabilities measured at fair value on a recurring
                     basis, quantitative disclosure of the fair value for each major
                     category of assets and liabilities is presented below as of March 31, 2010 and December 31, 2009:  RECURRING BASIS
                           
                           
                           Fair Value Measurements at Reporting Date Using(in millions)Quoted pricesin active marketsfor identical assetsLevel 1
                           
                           
                           Significant otherobservable inputsLevel 2
                           
                           
                           Significantunobservable inputsLevel 3Liabilities as of March 31, 2010:Derivative financial instruments (1)
                           
                           
                           ---
                           
                           $
                           (8.2
                           )
                           
                           ---Liabilities as of December 31, 2009:Derivative financial instruments (1)
                           
                           
                           ---
                           
                           $
                           (9.5
                           )
                           
                           ---  (1) Included in "Other liabilities" in the accompanying consolidated balance sheet.  For assets and liabilities measured at fair value on a non-recurring
                     basis, quantitative disclosure of the fair value for each major
                     category of assets and liabilities is presented below:  NON-RECURRING BASIS
                           
                           
                           Fair Value Measurements at Reporting Date Using(in millions)Quoted pricesin active marketsfor identical assetsLevel 1
                           
                           
                           Significant otherobservable inputsLevel 2
                           
                           
                           Significantunobservable inputsLevel 3Assets as of March 31, 2010:Land(1)
                           
                           
                           ---
                           
                           $
                           0.2
                           
                           
                           ---  (1) Land with a carrying amount of $1.1 million was written down to its
                        fair value of $399,000 in February 2010. In March a portion of the
                        land was sold for $199,000. Included in "Land" in the accompanying
                        consolidated balance sheet.  The estimated fair value of our debt, consisting of senior unsecured
                     notes, exchangeable notes, unsecured term credit facilities and
                     unsecured lines of credit, at March 31, 2010 and December 31, 2009 was $544.4 million and $567.0 million, respectively, and its
                     recorded value was $584.8 million and $584.6 million, respectively.
                     Fair values were determined, based on level 2 inputs, using
                     discounted cash flow analyses with an interest rate or credit spread
                     similar to that of current market borrowing arrangements. 10.  Non-Cash Investing Activities We purchase capital equipment and incur costs relating to
                     construction of facilities, including tenant finishing allowances.
                     Expenditures included in construction trade payables as of March 31, 2010 and 2009 amounted to $22.4 million and $9.1 million, respectively. 11. Subsequent Events In April 2010, we made the decision to terminate our option contract
                     for a new development site located in Irving, Texas. As the
                     development is no longer probable, we will write-off approximately
                     $400,000 of predevelopment and due diligence costs associated with
                     the project in the second quarter of 2010.
 15


Item 2. Management's Discussion and Analysis of Financial Condition
                        and Results of Operations The discussion of our results of operations reported in the
                     unaudited, consolidated statements of operations compares the three
                     months ended March 31, 2010 with the three months ended March 31, 2009. The following discussion should be read in conjunction with the
                     unaudited consolidated financial statements appearing elsewhere in
                     this report. Historical results and percentage relationships set
                     forth in the unaudited, consolidated statements of operations,
                     including trends which might appear, are not necessarily indicative
                     of future operations. Unless the context indicates otherwise, the
                     term "Operating Partnership" refers to Tanger Properties Limited
                     Partnership and subsidiaries and the term "Company" refers to Tanger
                     Factory Outlet Centers, Inc. and subsidiaries. The terms "we", "our"
                     and "us" refer to the Operating Partnership or the Operating
                     Partnership and the Company together, as the text requires. Cautionary Statements Certain statements made below are forward-looking statements within
                     the meaning of Section 27A of the Securities Act of 1933, as amended,
                     and Section 21E of the Securities Exchange Act of 1934, as amended.
                     We intend for such forward-looking statements to be covered by the
                     safe harbor provisions for forward-looking statements contained in
                     the Private Securities Reform Act of 1995 and included this statement
                     for purposes of complying with these safe harbor provisions.
                     Forward-looking statements, which are based on certain assumptions
                     and describe our future plans, strategies and expectations, are
                     generally identifiable by use of the words "believe", "expect",
                     "intend", "anticipate", "estimate", "project", or similar
                     expressions. You should not rely on forward-looking statements since
                     they involve known and unknown risks, uncertainties and other factors
                     which are, in some cases, beyond our control and which could
                     materially affect our actual results, performance or achievements.
                     Factors which may cause actual results to differ materially from
                     current expectations include, but are not limited to, those set forth
                     under Item 1A  "Risk Factors" in our Annual Report on Form 10-K for
                     the year ended December 31, 2009. There have been no material changes to the risk factors listed there through March 31, 2010. General Overview At March 31, 2010, our consolidated portfolio included 31 wholly-owned outlet centers
                     in 21 states totaling 9.1 million square feet compared to 31
                     wholly-owned outlet centers in 21 states totaling 9.2 million square
                     feet at March 31, 2009. The changes in the number of centers and square feet are due to the
                     following events:  No. ofCenters
                           
                           
                           Square Feet(000's)
                           
                           
                           StatesAs of March 31, 2009
                           
                           
                           31
                           
                           
                           9,218
                           
                           
                           21Center expansions:Commerce II, Georgia
                           
                           
                           ---
                           
                           
                           23
                           
                           
                           ---Center redevelopment:Hilton Head I, South Carolina
                           
                           
                           ---
                           
                           
                           (182
                           )
                           
                           ---Other
                           
                           
                           ---
                           
                           
                           (2
                           )
                           
                           ---As of March 31, 2010
                           
                           
                           31
                           
                           
                           9,057
                           
                           
                           21
 16


The following table summarizes certain information for our existing
                     outlet centers in which we have an ownership interest as of March 31, 2010. Except as noted, all properties are fee owned.  LocationWholly-Owned Outlet Centers
                           
                           
                           SquareFeet
                           
                           
                           %OccupiedRiverhead, New York (1)
                           
                           
                           729,475
                           
                           
                           99Rehoboth Beach, Delaware (1)
                           
                           
                           568,868
                           
                           
                           99Foley, Alabama
                           
                           
                           557,235
                           
                           
                           92San Marcos, Texas
                           
                           
                           441,929
                           
                           
                           97Myrtle Beach Hwy 501, South Carolina
                           
                           
                           426,417
                           
                           
                           88Sevierville, Tennessee (1)
                           
                           
                           419,038
                           
                           
                           99Myrtle Beach Hwy 17, South Carolina (1)
                           
                           
                           402,466
                           
                           
                           99Washington, Pennsylvania
                           
                           
                           372,972
                           
                           
                           94Commerce II, Georgia
                           
                           
                           370,512
                           
                           
                           96Charleston, South Carolina
                           
                           
                           352,315
                           
                           
                           92Howell, Michigan
                           
                           
                           324,631
                           
                           
                           94Branson, Missouri
                           
                           
                           302,992
                           
                           
                           97Park City, Utah
                           
                           
                           298,379
                           
                           
                           100Locust Grove, Georgia
                           
                           
                           293,868
                           
                           
                           97Westbrook, Connecticut
                           
                           
                           291,051
                           
                           
                           97Gonzales, Louisiana
                           
                           
                           282,403
                           
                           
                           98Williamsburg, Iowa
                           
                           
                           277,230
                           
                           
                           91Lincoln City, Oregon
                           
                           
                           270,280
                           
                           
                           98Lancaster, Pennsylvania
                           
                           
                           255,152
                           
                           
                           97Tuscola, Illinois
                           
                           
                           250,439
                           
                           
                           82Tilton, New Hampshire
                           
                           
                           245,698
                           
                           
                           100Hilton Head, South Carolina
                           
                           
                           206,586
                           
                           
                           100Fort Myers, Florida
                           
                           
                           198,950
                           
                           
                           90Commerce I, Georgia
                           
                           
                           185,750
                           
                           
                           44Terrell, Texas
                           
                           
                           177,800
                           
                           
                           93Barstow, California
                           
                           
                           171,300
                           
                           
                           100West Branch, Michigan
                           
                           
                           112,120
                           
                           
                           98Blowing Rock, North Carolina
                           
                           
                           104,235
                           
                           
                           100Nags Head, North Carolina
                           
                           
                           82,178
                           
                           
                           94Kittery I, Maine
                           
                           
                           59,694
                           
                           
                           100Kittery II, Maine
                           
                           
                           24,619
                           
                           
                           100Totals
                           
                           
                           9,056,582
                           
                           
                           95  Unconsolidated Joint VenturesDeer Park, New York (33.3% owned) (2)
                           
                           
                           683,033
                           
                           
                           81Wisconsin Dells, Wisconsin (50% owned)
                           
                           
                           265,061
                           
                           
                           97  (1)
                           
                           
                           These properties or a portion thereof are subject to a ground lease.(2)
                           
                           
                           Includes a 29,253 square foot warehouse adjacent to the property
                                 utilized to support the operations of the retail tenants.
 17


RESULTS OF OPERATIONS Comparison of the three months ended March 31, 2010 to the three months ended March 31, 2009 BASE RENTALS Base rentals increased $721,000, or 2%, in the 2010 period compared
                     to the 2009 period. The following table sets forth the changes in
                     various components of base rents from 2009 to 2010 (in thousands):  2010
                           
                           
                           2009
                           
                           
                           ChangeExisting property base rentals
                           
                           $
                           42,787
                           
                           $
                           42,316
                           
                           $
                           471Incremental base rentals from expansion
                           
                           
                           114
                           
                           
                           ---
                           
                           
                           114Termination fees
                           
                           
                           582
                           
                           
                           688
                           
                           
                           (106
                           )Amortization of net above below market rent adjustments
                           
                           
                           165
                           
                           
                           (77
                           )
                           
                           242$
                           43,648
                           
                           $
                           42,927
                           
                           $
                           721 Base rental income generated from existing properties in our
                     portfolio increased due to increases in rental rates on lease
                     renewals and incremental rents from re-tenanting vacant spaces. In
                     addition, the 2010 period included the base rentals from the tenants
                     that occupy space in the 23,000 square foot expansion completed
                     during the second quarter of 2009 at our Commerce II, Georgia
                     property. Also, the amount of termination fees recognized in the 2009 period
                     was approximately $106,000 higher when compared to the 2010 period
                     due to several tenants terminating leases early. Payments received
                     from the early termination of leases are recognized as revenue from
                     the time the payment is receivable until the tenant vacates the space. Finally, included in base rentals is the amortization from the value
                     of above and below market leases recorded as a result of our property
                     acquisitions as either an increase (in the case of below market
                     leases) or a decrease (in the case of above market leases) to rental
                     income over the remaining term of the associated lease. The net
                     amortization of above and below market leases increased for the 2010
                     period compared to the 2009 period due to the recognition of a large
                     above market lease amount from the early termination of a single
                     tenant during 2009. At March 31, 2010, the net liability representing the amount of unrecognized below
                     market lease values totaled approximately $2.3 million. If a tenant
                     vacates its space prior to the contractual termination of the lease
                     and no rental payments are being made on the lease, any unamortized
                     balance of the related above or below market lease value will be
                     written off and could materially impact our net income positively or
                     negatively. EXPENSE REIMBURSEMENTS Expense reimbursements, which represent the contractual recovery from
                     tenants of certain common area maintenance, insurance, property tax,
                     promotional, advertising and management expenses and which generally
                     fluctuates consistently with the reimbursable property operating
                     expenses to which it relates, increased approximately $317,000, or 2%
                     in the 2010 period compared to the 2009 period. Expense
                     reimbursements, expressed as a percentage of property operating
                     expenses, were 87% and 88% in the 2010 and 2009 periods, respectively. PROPERTY OPERATING EXPENSES Property operating expenses increased $724,000, or 3%, in the 2010
                     period as compared to the 2009 period. The increase is due primarily
                     to higher common area maintenance costs for various projects and
                     increased snow removal costs from the extreme winter weather
                     experienced in 2010. GENERAL AND ADMINISTRATIVE EXPENSES General and administrative expenses decreased $469,000, or 8%, in the
                     2010 period as compared to the 2009 period. The decrease is due
                     mainly to the retirement of Stanley K. Tanger in September 2009. The
 18


incremental decrease from Mr. Tanger's retirement was partially
                     offset by amortization associated with the notional units issued
                     under our new 2010 Multi-Year Performance Plan. DEPRECIATION AND AMORTIZATION Depreciation and amortization increased $6.1 million, or 30%, in the
                     2010 period compared to the 2009 period. During the first quarter of
                     2009, we obtained approval from Beaufort County, South Carolina to
                     implement a redevelopment plan at the Hilton Head I, SC outlet
                     center. As of March 31, 2010, the center was vacant of all tenants in preparation for the
                     demolition of the existing center and the redevelopment of the new
                     center. As a result a total of $9.2 million in depreciation and
                     amortization was recognized in the first quarter of 2010 to
                     completely depreciate the existing center. Accelerated depreciation
                     recognized due to changes in the estimated remaining lives at the
                     center were approximately $4.6 million and $1.2 million for the three
                     months ended March 31, 2010 and 2009, respectively. Income from continuing operations and net
                     income per unit were reduced by approximately $.20 and $.06 for the
                     three months ended March 31, 2010 and 2009, respectively. IMPAIRMENT CHARGE In 2005 we sold an outlet center originally developed by us in
                     Seymour, Indiana. Subsequent to the sale of the center, we retained
                     various outparcels of land at the development site, some of which we
                     had sold in recent years. In February 2010, our Board of Directors
                     approved the sale of the remaining parcels of land in Seymour, IN. As
                     a result of this Board approval and an approved plan to actively
                     market the land, we accounted for the land as "held for sale" and
                     recorded a non-cash impairment charge of approximately $735,000 in
                     our consolidated statement of operations which equaled the excess of
                     the carrying amount of the land over its fair value. We determined
                     the fair value using a market approach considering offers that we
                     have obtained for all the various parcels less estimated closing
                     costs. INTEREST EXPENSE Interest expense decreased $3.3 million, or 29%, in the 2010 period
                     compared to the 2009 period. This decrease was due to the significant
                     decline in the average amount of debt outstanding which was
                     accomplished through a public offering in May 2009 whereby the
                     Operating Partnership's exchangeable notes were exchanged for the
                     Company's common shares and a subsequent common share offering in
                     August 2009 by the Company. The net proceeds from the Company common
                     share offering were contributed to the Operating Partnership in
                     exchange for a combination of common and limited units. These two
                     equity transactions in essence retired approximately $259.1 million
                     of outstanding debt. EQUITY IN EARNINGS (LOSSES) OF UNCONSOLIDATED JOINT VENTURES Our equity in the earnings and losses of unconsolidated joint
                     ventures improved by $829,000, or 92%, in the 2010 period compared to
                     the 2009 period. The improvement is due to the natural expiration of
                     $170.0 million of interest rate swaps at the Deer Park joint venture
                     in June 2009. The expiration of these swaps enabled the construction
                     loan for the joint venture to incur interest at a variable rate based
                     on a LIBOR index that is currently at historically low levels. LIQUIDITY AND CAPITAL RESOURCES General Overview Property rental income represents our primary source to pay property
                     operating expenses, debt service, capital expenditures and
                     distributions, excluding non-recurring capital expenditures and
                     acquisitions. To the extent that our cash flow from operating
                     activities is insufficient to cover such non-recurring capital
                     expenditures and acquisitions, we finance such activities from
                     borrowings under our unsecured lines of credit or from the proceeds
                     from the Operating Partnership's and the Company's debt and equity
                     offerings. We believe we achieve a strong and flexible financial position by
                     attempting to: (1) maintain a conservative leverage position relative
                     to our portfolio when pursuing new development and expansion
                     opportunities, (2) extend and sequence debt maturities, (3) manage
                     our interest rate risk through a proper mix of fixed and variable
                     rate debt, (4) maintain access to liquidity by using our lines of
                     credit in a conservative manner and (5) preserve internally generated
                     sources of capital by strategically divesting of underperforming
                     assets
 19


and maintaining a conservative distribution payout ratio. We manage
                     our capital structure to reflect a long term investment approach and
                     utilize multiple sources of capital to meet our requirements. The following table sets forth our changes in cash flows for the
                     three months ended March 31, 2010 and 2009, respectively (in thousands):  2010
                           
                           
                           2009
                           
                           
                           ChangeNet cash provided by operating activities
                           
                           $
                           28,614
                           
                           $
                           30,554
                           
                           $
                           (1,940
                           )Net cash used in investing activities
                           
                           
                           (10,165
                           )
                           
                           (43,823
                           )
                           
                           33,658Net cash (used in) provided by financing activities
                           
                           
                           (18,633
                           )
                           
                           11,417
                           
                           
                           (30,050
                           )Net cash decrease
                           
                           $
                           (184
                           )
                           $
                           (1,852
                           )
                           $
                           1,668 Operating Activities Cash flow provided by operating activities decreased by $1.9 million
                     in the 2010 period compared to the 2009 period due to a decrease in
                     accounts payables and accrued expenses. Investing Activities Cash flow used in investing activities was lower in the 2010 period
                     by approximately $33.7 million due to the 2009 period including the
                     acquisition of the remaining 50% interest in the joint venture that
                     held the Myrtle Beach Hwy 17, South Carolina outlet center. We
                     acquired our partners' interest for a cash purchase price of $32.0
                     million. In addition, the 2010 period included proceeds from the sale
                     of outparcels of land of approximately $602,000 while there were no
                     sales of outparcels during the 2009 period. Financing Activities The 2010 period resulted in cash used by financing activities as we
                     repaid our only remaining mortgage loan during the period with
                     amounts available under our unsecured lines of credit. In addition,
                     distributions paid in the 2010 period were higher by $3.5 million
                     compared to the 2009 period due to a higher number of outstanding
                     common units from the 2009 exchange offering and Company common share
                     offering and an increase in the distribution rate paid on our common
                     units. During the 2009 period funding from our unsecured lines of
                     credit was utilized to pay for the acquisition of the remaining 50%
                     interest in the Myrtle Beach Hwy 17, SC joint venture for a cash
                     price of $32.0 million. Current Developments We intend to continue to grow our portfolio by developing, expanding
                     or acquiring additional outlet centers. In the section below, we
                     describe the new developments that are either currently planned,
                     underway or recently completed. However, you should note that any
                     developments or expansions that we, or a joint venture that we are
                     involved in, have planned or anticipated may not be started or
                     completed as scheduled, or may not result in accretive net income or
                     Funds From Operations, or FFO. See the section "Funds From
                     Operations" in the Management's Discussion and Analysis section for
                     further discussion of FFO. In addition, we regularly evaluate
                     acquisition or disposition proposals and engage from time to time in
                     negotiations for acquisitions or dispositions of properties. We may
                     also enter into letters of intent for the purchase or sale of
                     properties. Any prospective acquisition or disposition that is being
                     evaluated or which is subject to a letter of intent may not be
                     consummated, or if consummated, may not result in an increase in
                     liquidity, net income or funds from operations. WHOLLY OWNED CURRENT DEVELOPMENTS New Development During the first quarter of 2010, construction continued on our
                     development site in Mebane, North Carolina. Currently, we have signed
                     leases or leases out for signature for approximately 77% of the total
                     square feet. Currently, we expect the 317,000 square foot outlet
                     center will be funded by operating cash flows and amounts available
                     under our unsecured lines of credit. This center is scheduled to open
                     in time for the 2010 holiday season.
 20


Redevelopment at Existing Outlet Centers During the first quarter of 2009, we obtained approval from Beaufort
                     County, South Carolina to implement a redevelopment plan at the
                     Hilton Head I, SC outlet center. As of March 31, 2010, the center was vacant of all tenants in preparation for the
                     demolition of the existing center and the redevelopment of the new
                     center. As a result a total of $9.2 million in depreciation and
                     amortization was recognized in the first quarter of 2010 to
                     completely depreciate the existing center. Accelerated depreciation
                     recognized due to changes in the estimated remaining lives at the
                     center were approximately $4.6 million and $1.2 million for the three
                     months ended March 31, 2010 and 2009, respectively. Potential Future Developments In April 2010, we made the decision to terminate our option contract
                     for a new development site located in Irving, Texas. As the
                     development is no longer probable, we will write-off approximately
                     $400,000 of predevelopment and due diligence costs associated with
                     the project in the second quarter of 2010. At this time, we are in the initial study period on several potential
                     new locations. There can be no assurance that any potential sites
                     will ultimately be developed. These projects, if realized, would be
                     primarily funded by amounts available under our unsecured lines of
                     credit but could also be funded by other sources of capital such as
                     collateralized construction loans, public debt or equity offerings as
                     necessary or available. We may also consider the use of additional
                     operational or developmental joint ventures. Financing Arrangements At March 31, 2010, 100% of our outstanding debt represented unsecured borrowings and
                     100% of the gross book value of our real estate portfolio was
                     unencumbered. We maintain five unsecured, revolving lines of credit
                     that provide for borrowings of up to $325.0 million, all with
                     expiration dates of June 30, 2011 or later. We intend to retain the ability to raise additional capital,
                     including public debt or equity, to pursue attractive investment
                     opportunities that may arise and to otherwise act in a manner that we
                     believe to be in our unitholders' best interests. We have no
                     significant debt maturities until 2011. We, together with the
                     Company, updated our joint shelf registration in July 2009 that
                     allows us to register unspecified amounts of different classes of
                     securities on Form S-3. To generate capital to reinvest into other
                     attractive investment opportunities, we may also consider the use of
                     additional operational and developmental joint ventures, the sale or
                     lease of outparcels on our existing properties and the sale of
                     certain properties that do not meet our long-term investment
                     criteria. Based on cash provided by operations, existing credit
                     facilities, ongoing negotiations with certain financial institutions
                     and our ability to sell debt or issue equity subject to market
                     conditions, we believe that we have access to the necessary financing
                     to fund the planned capital expenditures during 2010. Although we receive most of our rental payments on a monthly basis,
                     distributions to unitholders are made quarterly and interest payments
                     on the senior, unsecured notes are made semi-annually. Amounts
                     accumulated for such payments will be used in the interim to reduce
                     the outstanding borrowings under our existing lines of credit or
                     invested in short-term money market or other suitable instruments. We believe our financing activities in 2009 have improved the
                     strength of our balance sheet so that we can meet our current
                     expected obligations; however, due to the uncertainty and
                     unpredictability of the capital and credit markets, we can give no
                     assurance that affordable access to capital will exist between now
                     and 2011 when our next debt maturity occurs. As a result, our current
                     primary focus is to strengthen our capital and liquidity position by
                     controlling and reducing overhead costs, generating positive cash
                     flows from operations to cover our distributions and reducing
                     outstanding debt. Our debt agreements require the maintenance of certain ratios,
                     including debt service coverage and leverage, and limit the payment
                     of distributions such that distributions will not exceed funds from
                     operations, as defined in the agreements, for the prior fiscal year
                     on an annual basis or 95% on a cumulative basis. We have historically
                     been and currently are in compliance with all of our debt covenants.
                     We expect to remain in compliance with all of our existing debt
                     covenants; however, should circumstances arise that would cause us to
                     be in default, the various lenders would have the ability to
                     accelerate the maturity on our outstanding debt.
 21


Our senior unsecured notes contain covenants and restrictions
                     requiring us to meet certain financial ratios and reporting
                     requirements. Key financial covenants and their covenant levels
                     include:  Senior unsecured notes financial covenants
                           
                           
                           Required
                           
                           
                           ActualTotal consolidated debt to adjusted total assets
                           
                           
                           60
                           %
                           
                           36
                           %Total secured debt to adjusted total assets
                           
                           
                           40
                           %
                           
                           0
                           %Total unencumbered assets to unsecured debt
                           
                           
                           135
                           %
                           
                           280
                           % On April 8, 2010, the Board of Trustees of the Tanger GP Trust, acting in its
                     capacity as our general partner, approved an increase in the annual
                     cash distribution on our common units from $3.06 per unit to $3.10
                     per unit. This marks the 17th consecutive year that we have increased our common unit
                     distribution. Simultaneously, the Board of Trustees declared a
                     quarterly distribution of $0.7750 per unit for the first quarter
                     ended March 31, 2010. A cash distribution of $0.7750 per unit will be payable on May 14, 2010 to unitholders of record on April 30, 2010. The Board of Trustees also declared a $.46875 cash distribution per
                     7.5% Class C Cumulative Preferred Unit payable on May 17, 2010 to holders of record on April 30, 2010. Off-Balance Sheet Arrangements The following table details certain information as of March 31, 2010 about various unconsolidated real estate joint ventures in which we
                     have an ownership interest:  Joint Venture
                           
                           
                           CenterLocation
                           
                           
                           OpeningDate
                           
                           
                           Ownership%
                           
                           
                           SquareFeet
                           
                           
                           Carrying Valueof Investment(in millions)
                           
                           
                           Total JointVenture Debt(in millions)Deer Park
                           
                           
                           Deer Park,Long Island,NY
                           
                           
                           2008
                           
                           
                           33.3%
                           
                           
                           683,033
                           
                           
                           $2.8
                           
                           
                           $267.2Wisconsin Dells
                           
                           
                           WisconsinDells,Wisconsin
                           
                           
                           2006
                           
                           
                           50%
                           
                           
                           265,061
                           
                           
                           $5.3
                           
                           
                           $25.3 We may issue guarantees for the debt of a joint venture in order for
                     the joint venture to obtain funding or to obtain funding at a lower
                     cost than could be obtained otherwise. We are party to a limited
                     joint and several guarantee with respect to the Wisconsin Dells joint
                     venture loan, which currently has a balance of $25.3 million. We are
                     also party to limited joint and several guarantees with respect to
                     the loans obtained by the Deer Park joint venture which currently
                     have a balance of $267.2 million. Each of the above ventures contains provisions where a venture
                     partner can trigger certain provisions and force the other partners
                     to either buy or sell their investment in the joint venture. Should
                     this occur, we may be required to sell the property to the venture
                     partner or incur a significant cash outflow in order to maintain
                     ownership of these outlet centers.
 22


The following table details our share of the debt maturities of the
                     unconsolidated joint ventures as of March 31, 2010 (in thousands):  Joint Venture
                           
                           
                           Our Portion of JointVenture Debt
                           
                           
                           MaturityDate
                           
                           
                           Interest RateDeer Park
                           
                           
                           $89,073
                           
                           
                           May 2011 (1)
                           
                           
                           Libor + 1.375-3.50%Wisconsin Dells
                           
                           
                           $12,625
                           
                           
                           December 2012
                           
                           
                           Libor + 3.00%  (1) The Deer Park mortgage has a one-year extension option which is
                     exercisable at the May 17, 2011 initial maturity date subject to certain qualifications.  Critical Accounting Policies and Estimates Refer to our 2009 Annual Report on Form 10-K for a discussion of our
                     critical accounting policies which include principles of
                     consolidation, acquisition of real estate, cost capitalization,
                     impairment of long-lived assets and revenue recognition. There have
                     been no material changes to these policies in 2010. Related Party Transactions As noted above in "Off-Balance Sheet Arrangements", we are 50% owners
                     of the Wisconsin Dells joint venture and a 33.3% owner in the Deer
                     Park joint venture. These joint ventures pay us management, leasing,
                     marketing and development fees, which we believe approximate current
                     market rates, for services provided to the joint ventures. During the
                     three months ended March 31, 2010 and 2009, respectively, we recognized the following fees (in thousands):  Three months endedMarch 31,2010
                           
                           
                           2009Fee:Management and leasing
                           
                           $
                           464
                           
                           $
                           471Marketing
                           
                           
                           41
                           
                           
                           39Total Fees
                           
                           $
                           505
                           
                           $
                           510 Tanger Family Limited Partnership is a related party which holds a
                     limited partnership interest in, and is the noncontrolling interest
                     in the Operating Partnership. Stanley K. Tanger, the Company's
                     founder and a current member of the Board of Directors, is the sole
                     general partner of Tanger Family Limited Partnership. The only
                     material related party transaction with Tanger Family Limited
                     Partnership is the payment of quarterly distributions of earnings
                     which were $2.3 million for each of the three months ended March 31, 2010 and 2009, respectively. Funds From Operations Funds from Operations, or FFO, represents income before extraordinary
                     items and gains (losses) on sale or disposal of depreciable operating
                     properties, plus depreciation and amortization uniquely significant
                     to real estate and after adjustments for unconsolidated partnerships
                     and joint ventures. FFO is intended to exclude historical cost depreciation of real
                     estate as required by Generally Accepted Accounting Principles, or
                     GAAP, which assumes that the value of real estate assets diminishes
                     ratably over time. Historically, however, real estate values have
                     risen or fallen with market conditions. Because FFO excludes
                     depreciation and amortization unique to real estate, gains and losses
                     from property dispositions and extraordinary items, it provides a
                     performance measure that, when compared year over year, reflects the
                     impact to operations from trends in occupancy rates, rental rates,
                     operating costs, development activities and interest costs, providing
                     perspective not immediately apparent from net income. We present FFO because we consider it an important supplemental
                     measure of our operating performance and believe it is frequently
                     used by securities analysts, investors and other interested parties
                     in the evaluation of REITs, many of which present FFO when reporting
                     their results. FFO is widely used by us and others in our industry to
                     evaluate and price potential acquisition candidates. The National
                     Association of Real Estate Investment Trusts, Inc., of which we are a
                     member, has encouraged its member companies to report their FFO
 23


as a supplemental, industry-wide standard measure of REIT operating
                     performance. In addition, a percentage of bonus compensation to
                     certain members of management is based on our FFO performance. FFO has significant limitations as an analytical tool, and you should
                     not consider it in isolation, or as a substitute for analysis of our
                     results as reported under GAAP. Some of these limitations are:  FFO does not reflect our cash expenditures, or future requirements,
                        for capital expenditures or contractual commitments;
                     FFO does not reflect changes in, or cash requirements for, our
                        working capital needs;
                     Although depreciation and amortization are non-cash charges, the
                        assets being depreciated and amortized will often have to be replaced
                        in the future, and FFO does not reflect any cash requirements for
                        such replacements;
                     FFO, which includes discontinued operations, may not be indicative of
                        our ongoing operations; and
                     Other companies in our industry may calculate FFO differently than we
                        do, limiting its usefulness as a comparative measure. Because of these limitations, FFO should not be considered as a
                     measure of discretionary cash available to us to invest in the growth
                     of our business or our distribution paying capacity. We compensate
                     for these limitations by relying primarily on our GAAP results and
                     using FFO only supplementally. Below is a reconciliation of net income to FFO for the three months ended March 31, 2010 and 2009 as well as other data for those respective periods (in
                     thousands, except per unit amounts):  Three Months EndedMarch 31,2010
                           
                           
                           2009FUNDS FROM OPERATIONSNet income (1)
                           
                           $
                           3,003
                           
                           $
                           36,468Adjusted for:Depreciation and amortization uniquely significant to real estate  wholly-owned
                           
                           
                           26,412
                           
                           
                           20,278Depreciation and amortization uniquely significant to real estate 
                              unconsolidated joint ventures
                           
                           
                           1,265
                           
                           
                           1,166Gain on fair value measurement of previously held interest in
                              acquired joint venture
                           
                           
                           ---
                           
                           
                           (31,497
                           )Funds from operations (FFO)
                           
                           
                           30,680
                           
                           
                           26,415Preferred unit distributions
                           
                           
                           (1,406
                           )
                           
                           (1,406
                           )Allocation of earnings to participating securities
                           
                           
                           (268
                           )
                           
                           (306
                           )Funds from operations available to common unitholders
                           
                           $
                           29,006
                           
                           $
                           24,703Weighted average units outstanding (2)
                           
                           
                           23,092
                           
                           
                           18,708Funds from operations available to common unitsholders per unit - diluted
                           
                           $
                           1.26
                           
                           $
                           1.32  (1) Includes gain on sale of outparcel of land of $161 for the three months ended March 31, 2010. (2) Includes the dilutive effect of options and exchangeable notes.  Economic Conditions and Outlook The majority of our leases contain provisions designed to mitigate
                     the impact of inflation. Such provisions include clauses for the
                     escalation of base rent and clauses enabling us to receive percentage
                     rentals based on tenants' gross sales (above predetermined levels,
                     which we believe often are lower than traditional retail industry
                     standards) which generally increase as prices rise. Most of the
                     leases require the tenant to pay their share of property operating
                     expenses, including common area maintenance, real estate taxes,
                     insurance and advertising and promotion, thereby reducing exposure to
                     increases in costs and operating expenses resulting from inflation.
 24


While we believe outlet stores will continue to be a profitable and
                     fundamental distribution channel for many brand name manufacturers,
                     some retail formats are more successful than others. As typical in
                     the retail industry, certain tenants have closed, or will close,
                     certain stores by terminating their lease prior to its natural
                     expiration or as a result of filing for protection under bankruptcy
                     laws. During 2010, we have approximately 1.5 million square feet, or 16%,
                     of our wholly-owned portfolio coming up for renewal. During the first
                     quarter of 2010, we renewed approximately 43% of the 1.5 million
                     square feet that came up for renewal with the existing tenants at a
                     9% increase in the average base rental rate compared to the expiring
                     rate. We also re-tenanted 227,000 square feet at a 23% increase in
                     the average base rental rate. In addition, we continue to attract and
                     retain additional tenants. If we were unable to successfully renew or
                     release a significant amount of this space on favorable economic
                     terms, the loss in rent could have a material adverse effect on our
                     results of operations. Given current economic conditions it may take longer to re-lease the
                     remaining space and more difficult to achieve similar increases in
                     base rental rates. Also, there may be additional tenants that have
                     not informed us of their intentions and which may close stores in the
                     coming year. There can be no assurances that we will be able to
                     re-lease such space. While the timing of an economic recovery is
                     unclear and these conditions may not improve quickly, we believe in
                     our business and our long-term strategy. Our outlet centers typically include well-known, national, brand name
                     companies. By maintaining a broad base of well-known tenants and a
                     geographically diverse portfolio of properties located across the
                     United States, we reduce our operating and leasing risks. No one
                     tenant (including affiliates) accounts for more than 9% of our square
                     feet or 6% of our combined base and percentage rental revenues.
                     Accordingly, we do not expect any material adverse impact on our
                     results of operations and financial condition as a result of leases
                     to be renewed or stores to be released. As of March 31, 2010 and 2009, respectively, occupancy at our wholly-owned centers was 95% and 94%. Item 3. Quantitative and Qualitative Disclosures about Market Risk Market Risk We are exposed to various market risks, including changes in interest
                     rates. Market risk is the potential loss arising from adverse changes
                     in market rates and prices, such as interest rates. In an effort to
                     reduce our exposure to market risk, we may periodically enter into
                     certain interest rate protection and interest rate swap agreements to
                     effectively convert floating rate debt to a fixed rate basis and to
                     hedge anticipated future financings. We do not enter into derivatives
                     or other financial instruments for trading or speculative purposes. In July 2008 and September 2008, we entered into LIBOR based interest
                     rate swap agreements with Wells Fargo Bank, N.A. and BB&T for
                     notional amounts of $118.0 million and $117.0 million, respectively.
                     The purpose of these swaps was to fix the interest rate on the $235.0
                     million outstanding under the term loan facility completed in June
                     2008. The swaps fixed the one month LIBOR rate at 3.605% and 3.70%,
                     respectively. When combined with the current spread of 160 basis
                     points which can vary based on changes in our debt ratings, these
                     swap agreements fix our interest rate on the $235.0 million of
                     variable rate debt at 5.25% until April 1, 2011.  At March 31, 2010, the fair value of these contracts was a liability of $8.2
                     million.  If interest rates decreased 50 basis points, the fair value
                     would be approximately $9.4 million.  The valuation of our financial
                     instruments is determined using widely accepted valuation techniques
                     including discounted cash flow analysis on the expected cash flows of
                     each derivative. This analysis reflects the contractual terms of the
                     derivatives, including the period to maturity, and uses observable
                     market-based inputs, including interest rate curves. We have
                     determined that our derivative valuations are classified in Level 2
                     of the fair value hierarchy. As of March 31, 2010, approximately 16% of our outstanding debt had variable interest
                     rates that were not covered by an interest rate derivative agreement
                     and was therefore subject to market fluctuations. An increase in the
                     LIBOR rate of 100 basis points would result in an increase of
                     approximately $934,000 in interest expense on an annual basis. The
                     information presented herein is merely an estimate and has limited
                     predictive value.  As a result, the ultimate effect upon our
                     operating results of interest rate fluctuations will depend on the
                     interest rate exposures that arise during the period, our hedging
                     strategies at that time and future changes in the level of interest
                     rates.
 25


The estimated fair value of our debt, consisting of senior unsecured
                     notes, exchangeable notes, unsecured term credit facilities and
                     unsecured lines of credit, at March 31, 2010 and December 31, 2009 was $544.4 million and $567.0 million, respectively, and its
                     recorded value was $584.8 million and $584.6 million, respectively. A
                     1% increase from prevailing interest rates at March 31, 2010 and December 31, 2009 would result in a decrease in fair value of total debt of
                     approximately $17.7 million and $17.1 million, respectively. Fair
                     values were determined, based on level 2 inputs, using discounted
                     cash flow analyses with an interest rate or credit spread similar to
                     that of current market borrowing arrangements. Item 4. Controls and Procedures Based on the most recent evaluation, the Chief Executive Officer of
                     the Operating Partnership's general partner, and the Vice President,
                     Treasurer and Assistant Secretary (Principal Financial and Accounting
                     Officer) of the Operating Partnership's general partner, have
                     concluded the Operating Partnership's disclosure controls and
                     procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
                     were effective as of March 31, 2010. There were no changes to the Operating Partnership's internal
                     controls over financial reporting during the quarter ended March 31, 2010, that materially affected, or are reasonably likely to materially
                     affect, the Operating Partnership's internal control over financial
                     reporting.
 26


PART II. OTHER INFORMATION Item 1. Legal Proceedings Neither the Operating Partnership nor the Company is presently
                     involved in any material litigation nor, to their knowledge, is any
                     material litigation threatened against the Operating Partnership or
                     the Company or its properties, other than routine litigation arising
                     in the ordinary course of business and which is expected to be
                     covered by liability insurance. Item 1A. Risk Factors There have been no material changes from the risk factors disclosed
                     in the "Risk Factors" section of our Annual Report on Form 10-K for
                     the year ended December 31, 2009. Item 6. Exhibits Exhibits  10.1
                           
                           
                           Form of Notional Unit Multi-Year Performance Award Agreement between
                              the Company and certain Officers.12.1
                           
                           
                           Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed
                              Charges and Preferred Unit Distributions.31.1
                           
                           
                           Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.31.2
                           
                           
                           Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,as Adopted Pursuant to Section 302 of the Sarbanes - Oxley Act of 2002.32.1
                           
                           
                           Principal Executive Officer Certification Pursuant to 18 U.S.C. Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002.32.2
                           
                           
                           Principal Financial Officer Certification Pursuant to 18 U.S.C. Section 1350,as Adopted Pursuant to Section 906 of the Sarbanes - Oxley Act of 2002. SIGNATURES Pursuant to the requirements of the Securities and Exchange Act of
                     1934, the Registrant has duly caused this Report to be signed on its
                     behalf by the undersigned thereunto duly authorized. TANGER PROPERTIES LIMITED PARTNERSHIP By: TANGER GP TRUST, its sole general partner By: /s/ Frank C. Marchisello, Jr. Frank C. Marchisello, Jr. Vice President, Treasurer and Assistant Secretary   DATE: May 7, 2010
 27


Exhibit Index  Exhibit No.
                           
                           
                           Description10.1
                           
                           
                           Form of Notional Unit Multi-Year Performance Award Agreement between
                              the Company and certain Officers.12.1
                           
                           
                           Ratio of Earnings to Fixed Charges and Ratio of Earnings to Fixed
                              Charges and Preferred Unit Distributions.31.1
                           
                           
                           Principal Executive Officer Certification Pursuant to 18 U.S.C.
                              Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes -
                              Oxley Act of 2002.31.2
                           
                           
                           Principal Financial Officer Certification Pursuant to 18 U.S.C.
                              Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes -
                              Oxley Act of 2002.32.1
                           
                           
                           Principal Executive Officer Certification Pursuant to 18 U.S.C.
                              Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes -
                              Oxley Act of 2002.32.2
                           
                           
                           Principal Financial Officer Certification Pursuant to 18 U.S.C.
                              Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes -
                              Oxley Act of 2002.
 28