UNITED ~~STATES~~STATESSECURITIES ~~SECURITIES~~ AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2009 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) of THE 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 jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

Washington, D.C. 20549

~~3200~~FORM ~~Northline Avenue, Suite 360, Greensboro, North Carolina 27408 (Address of principal executive offices) (Zip code)~~10-Q

~~(336)~~x ~~292-3010~~QUARTERLY ~~(Registrant's~~REPORT ~~telephone~~PURSUANT ~~number,~~TO ~~including~~SECTION ~~area~~13 ~~code~~OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934

~~Indicate~~For ~~by check mark whether~~ the ~~Registrant~~quarterly ~~(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~~ended ~~the~~March ~~Registrant was required to file such reports)~~31, ~~and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨~~2010

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 ¨ No ¨OR

~~Indicate~~o byTRANSITION ~~check~~REPORT ~~mark~~PURSUANT ~~whether~~TO ~~the~~SECTION ~~registrant~~13 isOR a15(d) ~~large~~ofTHE ~~accelerated~~SECURITIES ~~filer,~~EXCHANGE anACT ~~accelerated filer or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.~~OF 1934

~~Large~~For ~~accelerated~~the ~~filer~~transition ¨period ~~Accelerated filer ¨ Non-accelerated filer ý Smaller reporting company ¨~~from to

~~Indicated~~Commission byFile ~~check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)~~No. ~~Yes ¨ No ý~~333-3526-01

TANGER PROPERTIES LIMITED PARTNERSHIP

(Exact name of Registrant as specified in its Charter)


	NORTH CAROLINA			56-1822494
	(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification 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 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

TANGER PROPERTIES LIMITED PARTNERSHIP

Index

			~~Page Number~~	Page Number
~~Part I. Financial Information~~	Part I. Financial Information
Item 1.	Financial Statements (Unaudited)
	Item 1. Financial Statements (Unaudited)
	Consolidated Balance Sheets -
	Consolidated Balance Sheets - as of March 31, 2010 and December 31, 2009			3
		as of September 30, 2009 and December 31, 2008	3
	Consolidated Statements of Operations - for the three months ended March 31, 2010 and 2009			4
	Consolidated Statements of Operations -
	Consolidated Statements of Cash Flows - for the three months ended March 31, 2010 and 2009			5
		for the three and nine months ended September 30, 2009 and 2008	4
	Notes to Consolidated Financial Statements			6
	Consolidated Statements of Cash Flows -
	Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			16
		for the nine months ended September 30, 2009 and 2008	5
	Item 3. Quantitative and Qualitative Disclosures about Market Risk			25
	Notes to Consolidated Financial Statements		6
	Item 4. Controls and Procedures			26
Item 2.	Management's Discussion and Analysis of Financial
	Part II. Other Information
	Condition and Results of Operations		19
	Item 1. Legal Proceedings			27
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		29
	Item 1A. Risk Factors			27
Item 4.	Controls and Procedures		30
	Item 6. Exhibits			27
Part II. Other Information
	Signatures			27
Item 1.	Legal Proceedings		30
Item 1A.	Risk Factors		30
Item 6.	Exhibits		31
Signatures			31

PART I. – FINANCIAL INFORMATION

Item 1. – Financial Statements

TANGER PROPERTIES LIMITED PARTNERSHIP AND ~~SUBSIDIARIES~~SUBSIDIARIESCONSOLIDATED BALANCE SHEETS

~~CONSOLIDATED~~(In ~~BALANCE SHEETS~~thousands)(Unaudited)

(In thousands)


		As of March 31, 2010			As of December 31, 2009
ASSETS
Rental property
Land	$	142,822		$	143,933
Buildings, improvements and fixtures		1,360,010			1,352,568
Construction in progress		19,557			11,369
		1,522,389			1,507,870
Accumulated depreciation		(432,276	)		(412,530	)
Rental property, net		1,090,113			1,095,340
Cash and cash equivalents		3,030			3,214
Investments in unconsolidated joint ventures		8,151			9,054
Deferred charges, net		35,555			38,867
Other assets		31,727			32,025
Total assets	$	1,168,576		$	1,178,500
LIABILITIES AND PARTNERS' EQUITY
Liabilities
Debt
Senior, unsecured notes (net of discount of $798 and $858, respectively)	$	256,412		$	256,352
Mortgage payable (including a debt discount of $0 and $241, respectively)		---			35,559
Unsecured term loan		235,000			235,000
Unsecured lines of credit		93,400			57,700
		584,812			584,611
Construction trade payables		22,381			14,194
Accounts payable and accrued expenses		28,215			31,555
Other liabilities		25,657			27,077
Total liabilities		661,065			657,437
Commitments and contingencies
Partners' Equity
General partner		5,468			5,633
Limited partners		508,301			522,425
Accumulated other comprehensive loss		(6,258	)		(6,995	)
Total partners' equity		507,511			521,063
Total liabilities and partners' equity	$	1,168,576		$	1,178,500

~~(Unaudited)~~The accompanying notes are an integral part of these consolidated financial statements.

							September 30,			December 31,
							2009			2008
ASSETS:											(as adjusted)
	Rental property
			Land				$	135,605		$	135,689
			Buildings, improvements and fixtures					1,349,310			1,260,243
			Construction in progress					---			3,823
								1,484,915			1,399,755
			Accumulated depreciation					(396,508	)		(359,301	)
			Rental property, net					1,088,407			1,040,454
	Cash and cash equivalents							4,398			4,952
	Investments in unconsolidated joint ventures							9,569			9,496
	Deferred charges, net							41,572			37,750
	Other assets							32,199			28,987
						Total assets	$	1,176,145		$	1,121,639
LIABILITIES AND PARTNERS’ EQUITY
Liabilities
		Debt
			Senior, unsecured notes (net of discount of $917 and $9,137, respectively)				$	256,293		$	390,363
			Mortgage payable (including a debt discount of $554 and $0, respectively)					35,246			---
			Unsecured term loan					235,000			235,000
			Unsecured lines of credit					54,000			161,500
								580,539			786,863
	Construction trade payables							7,957			11,968
	Accounts payable and accrued expenses							33,784			25,991
	Other liabilities							28,864			30,914
				Total liabilities				651,144			855,736
Commitments
Partners’ equity
			General partner					(198	)		(259	)
			Limited partners					533,363			277,642
			Accumulated other comprehensive loss					(8,164	)		(11,480	)
				Total partners’ equity				525,001			265,903
					Total liabilities and partners’ equity		$	1,176,145		$	1,121,639

~~The~~TANGER ~~accompanying~~PROPERTIES ~~notes~~LIMITED ~~are~~PARTNERSHIP anAND ~~integral~~SUBSIDIARIESCONSOLIDATED ~~part~~STATEMENTS ofOF ~~these consolidated financial statements.~~OPERATIONS

3(In thousands, except per unit data)(Unaudited)

TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES


		For the three months ended March 31,
		2010			2009

Revenues
Base rentals	$	43,648		$	42,927
Percentage rentals		1,305			1,308
Expense reimbursements		19,536			19,219
Other income		1,730			1,704
Total revenues		66,219			65,158

Expenses
Property operating		22,472			21,748
General and administrative		5,466			5,935
Depreciation and amortization		26,527			20,397
Impairment charge		735			---
Total expenses		55,200			48,080
Operating income		11,019			17,078
Interest expense		(7,948	)		(11,210	)
Gain on fair value measurement of previous interest held in acquired joint venture		---			31,497
Income before equity in earnings (losses) of unconsolidated joint ventures		3,071			37,365
Equity in earnings (losses) of unconsolidated joint ventures		(68	)		(897	)
Net income		3,003			36,468
Net income available to limited partners		2,987			36,186
Net income available to general partner	$	16		$	282
Basic earnings per common unit:
Income from continuing operations	$	.06		$	1.85
Net income		.06			1.85
Diluted earnings per common unit:
Income from continuing operations	$	.06		$	1.85
Net income		.06			1.85
Distributions paid per common unit	$	.7650		$	.7600

~~CONSOLIDATED~~The ~~STATEMENTS~~accompanying OFnotes ~~OPERATIONS~~are an integral part of these consolidated financial statements.

~~(In thousands, except per unit data)~~4

~~(Unaudited)~~TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS

				Three months ended					Nine months ended
				September 30,					September 30,
				2009		2008			2009			2008
Revenues							(as adjusted)						(as adjusted)
	Base rentals		$ 44,160			$	40,519		$	130,512		$	116,374
	Percentage rentals		1,442				1,811			3,690			4,109
	Expense reimbursements		19,069				18,277			56,662			51,447
	Other income		5,646				2,166			9,278			5,124
		Total revenues	70,317				62,773			200,142			177,054
Expenses
	Property operating		21,353				20,678			63,895			57,422
	General and administrative		15,763				6,217			27,518			17,165
	Depreciation and amortization		20,213				15,320			60,262			45,593
	Impairment charge		---				---			5,200			---
		Total expenses	57,329				42,215			156,875			120,180
Operating income			12,988				20,558			43,267			56,874
Interest expense			(8,692		)		(9,811	)		(29,466	)		(30,153	)
Gain on early extinguishment of debt			---				---			10,467			---
Gain on fair value measurement of previously held
	interest in acquired joint venture		---				---			31,497			---
Loss on settlement of US treasury rate locks			---				---			---			(8,910	)
Income before equity in earnings (losses) of
	unconsolidated joint ventures		4,296				10,747			55,765			17,811
Equity in earnings (losses) of unconsolidated joint ventures			68				596			(1,346	)		1,548
Net income			4,364				11,343			54,419			19,359
Income available to limited partners			4,332				11,263			54,014			19,236
Income available to general partner			$ 32			$	80		$	405		$	123
Basic earnings per common unit
	Income from continuing operations		$ .12			$	.52		$	2.44		$	.79
	Net income		$ .12			$	.52		$	2.44		$	.79
Diluted earnings per common unit
	Income from continuing operations		$ .12			$	.52		$	2.43		$	.77
	Net income		$ .12			$	.52		$	2.43		$	.77
Distribution paid per common unit			$ .7650			$	.76		$	2.29		$	2.24

(In thousands)
(Unaudited)

The accompanying notes are an integral part of these consolidated financial statements.


		For the three months ended March 31,
		2010			2009

OPERATING ACTIVITIES
Net income	$	3,003		$	36,468
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		26,527			20,429
Impairment charge		735			---
Gain on sale of outparcels of land		(161	)		---
Amortization of deferred financing costs		342			465
Equity in losses of unconsolidated joint ventures		68			897
Compensation expense related to equity based compensation		1,227			1,297
Amortization of debt premiums and discount, net		(214	)		999
Gain on fair value measurement of previous interest held in acquired joint venture
		---			(31,497	)
Distributions of cumulative earnings from unconsolidated joint ventures		301			168
Amortization of above/(below) market rent rate adjustment, net		(165	)		77
Straight-line base rent adjustment		(734	)		(777	)
Increase (decrease) due to changes in:
Other assets		1,104			512
Accounts payable and accrued expenses		(3,419	)		1,516
Net cash provided by operating activities		28,614			30,554
INVESTING ACTIVITIES
Additions 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			42
Net 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 ACTIVITIES
Cash distributions paid		(19,192	)		(15,742	)
Proceeds from borrowings and issuance of debt		103,100			70,500
Repayments of debt		(103,200	)		(43,600	)
Additions to deferred financing costs		(14	)		---
Proceeds from exercise of options		673			259
Net cash (used in) provided by financing activities		(18,633	)		11,417
Net decrease in cash and cash equivalents		(184	)		(1,852	)
Cash and cash equivalents, beginning of period		3,214			4,952
Cash and cash equivalents, end of period	$	3,030		$	3,100

4The accompanying notes are an integral part of these consolidated financial statements.

~~TANGER PROPERTIES LIMITED PARTNERSHIP AND SUBSIDIARIES~~5

~~CONSOLIDATED~~TANGER ~~STATEMENTS~~PROPERTIES OFLIMTIED ~~CASH~~PARTNERSHIP ~~FLOWS~~AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(In~~1. ~~thousands)~~Business

~~(Unaudited)~~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.

							Nine Months Ended
							September 30,
							2009			2008
							(as adjusted)
OPERATING ACTIVITIES
	Net income						$	54,419		$	19,359
	Adjustments to reconcile net income to net cash
		provided by operating activities:
			Depreciation and amortization					60,262			45,620
			Impairment charge					5,200			---
			Amortization of deferred financing costs					1,169			1,158
			Gain on sale of land outparcel					(3,293	)		---
			Gain on early extinguishment of convertible debt					(10,467	)		---
			Gain on fair value measurement of previous interest held in acquired
					joint venture			(31,497	)		---
			Loss on settlement of US treasury rate locks					---			8,910
			Equity in (earnings) losses of unconsolidated joint ventures					1,346			(1,548	)
			Compensation expense related to restricted units
						and options granted		10,969			4,024
			Amortization of debt premiums and discount, net					972			822
			Distributions of cumulative earnings from unconsolidated joint ventures					510			2,655
			Net accretion of market rent rate adjustment					(266	)		(228	)
			Straight-line base rent adjustment					(1,955	)		(2,697	)
	Increase (decrease) due to changes in:
			Other assets					1,134			(121	)
			Accounts payable and accrued expenses					6,939			(5,912	)
				Net cash provided by operating activities				95,442			72,042
INVESTING ACTIVITIES
	Additions to rental property							(25,105	)		(102,587	)
	Acquisition of remaining interests in unconsolidated joint venture, net of cash acquired							(31,086	)		---
	Proceeds from sale of land outparcel							1,577			---
	Additions to investments in unconsolidated joint ventures							(95	)		(1,577	)
	Additions to deferred lease costs							(3,261	)		(3,295	)
				Net cash used in investing activities				(57,970	)		(107,459	)
FINANCING ACTIVITIES
	Cash distributions paid							(49,473	)		(46,294	)
	Contributions from partners							116,819			---
	Proceeds from debt issuances							149,150			687,170
	Repayments of debt							(256,650	)		(609,228	)
	Proceeds from tax incremental financing							945			4,646
	Additions to deferred financing costs							(443	)		(2,151	)
	Proceeds from exercise of options							1,626			2,588
				Net cash provided by (used in) financing activities				(38,026	)		36,731
	Net increase (decrease) in cash and cash equivalents							(554	)		1,314
	Cash and cash equivalents, beginning of period							4,952			2,393
	Cash and cash equivalents, end of period						$	4,398		$	3,707

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.

~~The~~2. ~~accompanying~~Basis ~~notes are an integral part~~ of ~~these consolidated financial statements.~~Presentation

5Our 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.

~~TANGER~~The ~~PROPERTIES~~accompanying ~~LIMITED~~unaudited ~~PARTNERSHIP~~consolidated ~~AND~~financial ~~SUBSIDIARIES~~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.

~~NOTES~~Investments TOin ~~CONSOLIDATED~~real ~~FINANCIAL~~estate ~~STATEMENTS~~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.

13. ~~Business~~Development of Rental Properties

~~Tanger~~New 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 September 30, 2009, we owned and operated 31 outlet centers, with a total gross leasable area of approximately 9.2 million square feet. These outlet centers were 96% occupied. Also, we operated and had partial ownership interests in two outlet centers totaling approximately 950,000 square feet.Development

WeDuring ~~are~~the ~~controlled~~first byquarter ~~Tanger~~of ~~Factory Outlet Centers~~2010, ~~Inc.~~construction ~~and~~continued ~~subsidiaries,~~on aour development ~~fully-integrated,~~site ~~self-administered~~in ~~and self-managed real estate investment trust~~Mebane, orNorth ~~REIT~~Carolina. ~~The~~ ~~Company owns the majority of the partnership interests issued by the Operating Partnership~~Currently, ~~which~~ we ~~refer~~have ~~to as units, through its two wholly-owned subsidiaries,~~signed ~~the~~ leases ~~Tanger~~or GPleases ~~Trust~~out ~~and~~for ~~the~~signature ~~Tanger~~for LPapproximately ~~Trust. The~~77% Tanger GP Trust controls the Operating Partnership as its sole general partner. The Tanger LP Trust holds a limited partnership interest. The remaining units are held by the Tanger family through its ownership of the ~~Tanger~~total square ~~Family Limited Partnership~~feet. ~~Stanley~~ ~~K. Tanger~~Currently, awe ~~member~~expect of the ~~Company’s Board of Directors~~317,000 issquare ~~the~~foot ~~sole general partner of the Tanger Family Limited Partnership. Unless the context~~outlet ~~indicates~~ center ~~otherwise,~~will ~~the~~be ~~term~~funded ~~“Operating~~by ~~Partnership”~~operating ~~refers~~cash toflows ~~Tanger Properties Limited Partnership~~ and ~~subsidiaries~~amounts ~~and~~available under ~~the~~our ~~term~~unsecured ~~“Company”~~lines ~~refers~~of ~~to Tanger Factory Outlet Centers, Inc~~credit. ~~and~~This ~~subsidiaries. The~~center ~~terms~~is ~~“we”,~~scheduled ~~“our” and “us” refer~~ to ~~the~~open in ~~Operating~~time ~~Partnership~~for or the ~~Operating~~2010 ~~Partnership~~holiday ~~and the Company together, as the text requires~~season.

~~2. Basis of Presentation~~6

~~Our~~Redevelopment ~~unaudited~~at ~~consolidated~~Existing ~~financial~~Outlet 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, 2008 and in conjunction with the Current Report on Form 8-K that was filed on July 2, 2009 solely to reflect certain retrospective accounting adjustments described below with respect to the financial information contained in the Operating Partnership’s Annual Report on Form 10-K for the year ended December 31, 2008. The December 31, 2008 balance sheet data in this Form 10-Q 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. Certain prior period amounts have been reclassified to conform to the current period presentation, including changes resulting from the adoption on January 1, 2009 of new accounting pronouncements regarding convertible debt instruments that may be settled in cash upon conversion (including partial cash settlement) and earnings per unit, as discussed below. Centers

OnDuring ~~July 1,~~the first quarter of 2009, we obtained approval from Beaufort County, South Carolina to implement a redevelopment plan at the Hilton ~~FASB~~Head ~~Accounting~~I, ~~Standards~~SC ~~Codification~~outlet (center. As of March 31, 2010, the ~~“Codification”)~~center ~~became~~was vacant of all tenants in preparation for the demolition ~~authoritative~~of ~~source~~the existing center and the redevelopment of ~~accounting~~the ~~principles~~new center. toAs bea ~~applied~~result a total of $9.2 million in depreciation and amortization was recognized in the first quarter of 2010 to completely ~~financial~~depreciate ~~statements~~the ~~prepared~~existing center. Accelerated depreciation and amortization recognized due to changes in ~~accounting~~the ~~with~~estimated ~~Generally~~remaining lives ~~Accepted~~at ~~Accounting~~the ~~Principles~~center ~~(“GAAP”)~~was approximately $4. In6 ~~accordance~~million ~~with~~and $1.2 million for the ~~Codification~~three months ended March 31, ~~citations~~2010 and 2009, respectively. Income from continuing operations and net to income ~~accounting~~per ~~literature~~unit inwas ~~this~~reduced ~~report~~by ~~are~~approximately ~~presented~~$.20 inand ~~plain~~$.06 ~~English~~for the three months ended March 31, 2010 and 2009, respectively.

~~The~~Commitments ~~accompanying~~to ~~unaudited~~complete ~~consolidated~~construction ~~financial~~of ~~statements include~~ our ~~accounts~~new ~~and our wholly-owned subsidiaries and reflect~~developments, 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~~ redevelopments and ~~transactions~~other ~~have~~capital ~~been~~expenditure ~~eliminated~~requirements inamounted ~~consolidation~~to approximately $31.1 Wemillion ~~have~~at ~~performed~~March ~~an evaluation of subsequent events through November 12~~31, ~~2009,~~2010. ~~which~~Commitments isfor ~~the~~construction ~~date~~represent ~~the~~only ~~Quarterly~~those ~~Report~~costs contractually onrequired ~~Form~~to ~~10-Q~~be ~~was~~paid ~~filed~~by us.

~~Investments~~Interest incosts ~~real~~capitalized ~~estate~~during ~~joint ventures that represent non-controlling ownership interests are accounted for using~~ the ~~equity~~three ~~method~~months ofended ~~accounting.~~March ~~These~~31, ~~investments~~2010 ~~are recorded initially at cost~~ and ~~subsequently~~2009 ~~adjusted~~amounted ~~for~~to ~~our~~$200,000 ~~equity in the venture's net income (loss)~~ and ~~cash~~$36,000, ~~contributions and distributions~~respectively.

6Impairment Charge

~~Adoption~~In 2005 we sold an outlet center located in Seymour, Indiana. We retained various outparcels of ~~Recent~~land ~~Accounting~~at ~~Pronouncements~~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.

~~Convertible~~Land ~~Debt~~Outparcel Sales

~~Effective~~Gains ~~January 1,~~on ~~2009,~~sale weof ~~retrospectively~~outparcels ~~adopted~~are ~~guidance~~included ~~related~~in toother ~~convertible~~income ~~debt instruments that may be settled~~ in ~~cash upon conversion (including partial cash settlements). In August 2006 we issued $149.5 million of Exchangeable Notes at an interest rate of 3.75 %, or~~ the ~~Exchangeable Notes. These Exchangeable~~ ~~Notes~~ consolidated ~~were~~statements ~~within the scope~~ of ~~the new accounting guidance, which requires bifurcation of the Exchangeable Notes into a debt component that is initially recorded at fair value and an equity component~~operations. ~~The~~ ~~difference~~Cost ~~between the fair value of the debt component and the initial proceeds from issuance of the instrument~~ is ~~recorded~~allocated ~~as a component of equity. The liability component of the debt instrument is accreted~~ to ~~par using~~ the outparcels ~~effective~~based ~~interest~~on ~~method over~~ the ~~remaining~~relative ~~life~~market ofvalue ~~the debt (the first redemption date in August 2011)~~method. The accretion is reported as a component of interest expense. The equity component is not subsequently re-valued as long as it continues to qualify for equity treatment. Upon implementation of this accounting change we did the following:

a.In WeMarch ~~concluded~~2010, ~~that~~we ~~the~~closed ~~difference~~on ~~between~~ the ~~fair~~sale ~~value~~ of ~~the~~an ~~debt~~outparcel ~~component~~of land at ~~issuance~~our property ~~and~~in ~~the~~Lincoln ~~initial~~City, ~~proceeds received was approximately $15~~Oregon.0 ~~million~~The ~~based~~net onproceeds afrom ~~market~~the ~~interest~~sale ~~rate~~were approximately ~~of 6.11%. Therefore~~$403,000 weand ~~recorded~~a angain ~~increase~~on tosale ~~equity~~ of ~~approximately~~outparcel ~~$15.0 million. The corresponding debt discount~~ of approximately $~~15.0~~161,000 ~~million recognized~~ was ~~as a reduction to the carrying value of the Exchangeable Notes on the balance sheets~~recognized.

b.In WeMarch ~~also~~2010, ~~reclassified~~we ~~upon~~sold ~~adoption~~two of the remaining outparcels in Seymour, IN for net proceeds of approximately $~~363~~199,000. ofAs ~~unamortized~~these ~~financing~~parcels ~~costs~~were recorded toat ~~partners’~~their ~~equity~~fair asvalue ~~these~~earlier ~~costs~~in ~~were~~the ~~attributable~~quarter, tono ~~the~~gain ~~issuance~~or loss on sale was recorded. The only remaining land as of ~~the~~March ~~conversion~~31, ~~feature~~2010 ~~associated~~is ~~with~~currently ~~the~~recorded ~~Exchangeable~~at ~~Notes~~its fair value which is approximately $200,000.

c4. ~~Distributions~~Investments in ~~excess~~Unconsolidated ofReal ~~net~~Estate ~~income~~Joint ~~as of December 31, 2008 includes a decrease of approximately $5.1 million for the cumulative accretion of the debt discount from August 2006 through December 31, 2008.~~Ventures

dOur investments in unconsolidated real estate joint ventures as of March 31, 2010 and December 31, 2009 aggregated $8.2 ~~The~~million ~~revised~~and ~~diluted~~$9.1 ~~earnings~~million, ~~per~~respectively. ~~common~~We ~~unit~~have evaluated the accounting treatment for each of the ~~three~~joint ventures and have ~~nine~~concluded ~~months~~based ~~ended~~on ~~September~~the ~~30,~~current ~~2008~~facts ~~were~~and ~~reduced~~circumstances bythat ~~$.03~~the equity ~~and~~method $of accounting should be used to account for the individual joint ventures.10 ~~per~~At ~~unit~~March 31, ~~respectively~~2010, ~~from~~we ~~their~~were ~~originally~~members ~~recorded~~of ~~amounts.~~the following unconsolidated real estate joint ventures:

In May 2009, we completed an exchange offering where we retired a principal amount of $142.3 million of the outstanding Exchangeable Notes and issued approximately 4.9 million Company common shares in exchange for the related Exchangeable Notes. The Operating Partnership issued approximately 2.4 million common limited partnership7 ~~units to the Company in consideration for the Company’s issuance of common shares to retire the Exchangeable Notes. See Note 6 for further discussion.~~

The Exchangeable Notes issued in 2006 had an outstanding principal amount of $7.2 million and $149.5 million, respectively, as of September 30, 2009 and December 31, 2008 and are reflected on our consolidated balance sheets as follows (in millions):


Joint Venture	Center Location	Opening Date	Ownership %	Square Feet	Carrying Value of Investment (in millions)	Total Joint Venture Debt (in millions)
Deer Park	Deer Park, Long Island, NY	2008	33.3%	683,033	$2.8	$267.2

Wisconsin Dells	Wisconsin Dells, Wisconsin	2006	50%	265,061	$5.3	$25.3

	As of September 30, 2009	As of December 31, 2008
Equity component carrying amount	$0.7	$15.0
Unamortized debt discount	$0.3	$8.5
Net debt carrying amount	$6.9	$141.0

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.

~~Non-cash~~In ~~interest~~accordance ~~expense~~with amended guidance related to the ~~accretion~~consolidation of variable ~~the~~interest ~~debt~~entities ~~discounts~~which became effective January 1, ~~net~~2010, we performed an analysis of ~~additional~~all ~~capitalized~~of ~~amounts~~our ~~and~~real ~~reclassified~~estate ~~loan~~joint ~~cost~~ventures to ~~amortization~~determine whether they would qualify as variable interest entities, or VIE, and ~~contractual~~whether ~~coupon~~the ~~interest~~joint ~~expense~~venture ~~were~~should ~~recognized~~be consolidated or accounted for ~~the~~as ~~three~~an ~~and~~equity ~~nine~~method ~~month~~investment ~~periods~~in ~~ended~~an unconsolidated ~~September~~joint 30venture. As a result of our qualitative assessment, ~~2009~~we confirmed, as previously concluded, that Deer Park is a VIE and ~~2008~~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 asmembers ~~follows~~do ~~(in~~have ~~thousands):~~a sufficient equity investment at risk.

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2009	2008	2009	2008
Non-cash interest	$ 37	$ 727	$ 1,117	$ 2,149
Contractual coupon interest	$ 67	$ 1,402	$ 2,085	$ 4,205

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:

7a. The power to direct the activities of a variable interest entity that most significantly impact the entity's economic performance

~~Determining~~Per ~~Whether~~review ~~Instruments~~of ~~Granted~~the inoperating ~~Equity-Based~~and ~~Payment~~management ~~Transactions~~agreements ~~Are~~of ~~Participating~~Deer ~~Securities~~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.

Onb. ~~January 1,~~The ~~2009,~~obligation ~~we adopted accounting guidance that addresses whether instruments granted in equity-based payment awards are participating securities prior~~ to ~~vesting,~~absorb ~~and~~losses ~~therefore,~~of ~~need to be included in~~ the ~~earnings~~entity ~~allocation~~that ~~when computing earnings per unit under the two-class method. Unvested~~could ~~share-based~~ potentially ~~payment~~be ~~awards~~significant ~~that contain non-forfeitable rights~~ to ~~distributions~~the orvariable ~~distribution~~interest ~~equivalents~~entity ~~(whether paid~~ or ~~unpaid) are participating securities and shall be included in~~ the right ~~computation~~to ofreceive ~~earnings~~benefits ~~per~~from ~~unit pursuant to~~ the ~~two-class~~entity ~~method. Upon~~that ~~adoption,~~could ~~all~~potentially ~~prior-period~~be significant ~~earnings per unit data are required~~ to ~~be adjusted retrospectively. For~~ the ~~three~~variable ~~and~~interest ~~nine months ended September 30, 2008, the retrospective application resulted in a decrease of $.01 and $.03 per unit~~entity ~~on a diluted basis.~~

~~Reclassifications~~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.

~~Certain~~Based ~~amounts~~on in the ~~December~~above ~~31,~~we ~~2008~~have ~~consolidated~~determined ~~balance~~that ~~sheet~~all ~~have~~three ~~been~~partners ~~reclassified~~share power toin the ~~caption~~decisions ~~“other~~that ~~liabilities”~~most ~~from~~significantly impact Deer Park, as well as the ~~caption~~financial ~~“accounts~~rights ~~payable~~and obligations, and ~~accrued~~therefore ~~expenses”~~we toare not ~~conform~~required to ~~the~~consolidate ~~presentation~~Deer ofPark. ~~the~~Our ~~consolidated~~equity ~~balance~~method ~~sheet~~investment in ~~presented~~Deer Park as of ~~September~~March 3031, ~~2009~~2010 was approximately $2. ~~The~~8 ~~caption~~million. ~~other~~We are unable to estimate our ~~liabilities~~ maximum ~~includes~~exposure ~~the~~to ~~fair~~loss ~~value~~at this time. Upon completion of ~~derivative~~the ~~instruments~~final phase ~~and~~of the ~~liability~~project, ~~related~~the debt is expected to ~~the~~be ~~Washington~~approximately ~~County~~$284.0 million, ~~Pennsylvania~~of ~~tax~~which ~~increment~~our ~~financing~~proportionate ~~obligation~~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.

3.The ~~Rental~~following ~~Properties~~management, leasing and marketing fees were recognized from services provided to Wisconsin Dells and Deer Park (in thousands):

Expansions at Existing Centers


		Three months ended March 31,
		Three months ended March 31,
		2010		2009
Fee:
Management and leasing	$	464	$	471
Marketing		41		39
Total Fees	$	505	$	510

During the second quarter of 2009, we completed construction of a 23,000 square foot expansion at our Commerce II, Georgia outlet center. The majority of the tenants opened during the second quarter of 2009.8

NoOur ~~interest~~investments ~~costs~~in ~~were~~real ~~capitalized~~estate joint ventures are reduced by 50% of the profits earned for leasing services provided to Wisconsin Dells and by 33.3% of the ~~three~~profits ~~months~~earned ~~ended~~for ~~September~~leasing ~~30,~~services ~~2009~~provided to Deer Park. ~~Interest~~ ~~costs~~Our ~~capitalized~~carrying ~~during~~value ~~the~~of ~~three~~investments ~~months~~in ~~ended~~unconsolidated ~~September~~joint ventures ~~30,~~differs ~~2008~~from ~~amounted~~our toshare ~~$560,000~~of ~~and~~the ~~for~~assets reported in the "Summary ~~nine~~Balance ~~months~~Sheets ~~ended~~— ~~September~~Unconsolidated ~~30,~~Joint ~~2009~~Ventures" ~~and~~shown ~~2008~~below due ~~amounted~~to adjustments to ~~$84~~the book basis,~~000~~ ~~and~~including $1intercompany profits on sales of services that are capitalized by the unconsolidated joint ventures.7 ~~million,~~The ~~respectively~~differences in basis are amortized over the various useful lives of the related assets.

~~Impairment~~On ~~Charge~~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.

Rental property held and used by us is reviewed for impairment in the event that facts and circumstances indicate the carrying amount of an asset may not be recoverable. In such an event, we compare the estimated future undiscounted cash flows associated with the asset to the asset’s carrying amount, and if less, recognize an impairment9 ~~loss in an amount by which the carrying amount exceeds its fair value.~~

~~During~~Condensed ~~the~~combined ~~second~~summary ~~quarter~~financial ~~2009,~~information ~~we determined for our Commerce I, GA outlet center that the estimated future undiscounted cash flows~~ of ~~that~~joint ~~property did not exceed the property’s carrying value based on deteriorating amounts of net operating income and the expectation that the occupancy rate of the property will significantly decrease~~ventures in accounted ~~future~~for periods. Therefore, we recorded a $5.2 million non-cash impairment charge in our consolidated statement of operations which equaled the excess of the property’s carrying value over its fair value. We determined the fair value using ~~a market approach whereby we considered~~ the ~~prevailing~~equity ~~market~~method ~~income~~is ~~capitalization~~as ~~rates~~follows ~~and~~(in ~~sales data for transactions involving similar assets.~~thousands):


Summary Balance Sheets — Unconsolidated Joint Ventures		As of March 31, 2010		As of December 31, 2009
Assets:
Investment properties at cost, net	$	292,105	$	294,857
Cash and cash equivalents		6,937		8,070
Deferred charges, net		5,197		5,450
Other assets		5,878		5,610
Total assets	$	310,117	$	313,987

Liabilities and Owners' Equity:
Mortgages payable	$	292,468	$	292,468
Construction trade payables		1,845		3,647
Accounts payable and other liabilities		3,568		3,826
Total liabilities		297,881		299,941
Owners' equity		12,236		14,046
Total liabilities and owners' equity	$	310,117	$	313,987

Tax Increment Financing


Summary Statement of Operations — Unconsolidated Joint Ventures		Three months ended March 31,
		2010			2009

Revenues	$	9,274		$	8,524

Expenses:
Property operating		4,210			4,247
General and administrative		287			189
Depreciation and amortization		3,503			3,174
Total expenses		8,000			7,610
Operating income		1,274			914
Interest expense		1,674			3,731
Net loss	$	(400	)	$	(2,817	)
Tanger Properties Limited Partnership's share of:
Net loss	$	(68	)	$	(897	)
Depreciation (real estate related)	$	1,265		$	1,166

In December 2006 the Redevelopment Authority of Washington County, Pennsylvania issued tax increment financing bonds to finance a portion of the public infrastructure improvements related to the construction of the Tanger outlet center in Washington, PA. We received the net proceeds from the bond issuance as reimbursement as we spent funds on qualifying assets as defined in the bond agreement. Debt service of these bonds is funded by 80% of the incremental real property taxes assessed within the tax increment financing district and any shortfalls in the debt service are funded by special assessments on the Washington, PA property. We originally recorded in other liabilities on our consolidated balance sheet approximately $17.5 million which represents the funds that we have received and expect to receive from the bonds. Associated with this liability is a discount of $6.1 million representing the difference between the amount received and the total amount of the bonds issued. The principal amount of bonds issued totaled $23.6 million, mature in July 2035 and bear interest at an effective rate of 8.10~~% and a stated rate of 5.45%. For the three and nine months ended September 30, 2009, approximately $322,000 and $1.0 million, respectively, of interest expense related to this bond is included~~ ~~in the consolidated statement of operations.~~

~~Also in August 2009, we closed on the sale of an outparcel of land at our property in Washington, PA~~5. ~~The~~ ~~net~~Other ~~proceeds~~Comprehensive from the sale were approximately $1.6 million. A condition of the sale was the assumption by the buyer of approximately $2.6 million of the tax increment financing liability. The gain on sale of outparcel of approximately $3.3 million was included in other income in the statement of operations. As of September 30, 2009, after accounting for the assumption by the buyer, the net carrying amount of our obligations under the bonds totaled $15.0 million. Estimated principal reductions over the next five years are expected to approximate $633,000.Income

~~Change~~Total incomprehensive ~~Accounting~~income ~~Estimate~~is as follows (in thousands):

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. Based on our current redevelopment timeline, we determined that the estimated remaining useful life of the existing outlet center is approximately three years. As a result of this change in useful lives, additional depreciation and amortization of approximately $2.0 million and $4.5 million was recognized during the three and nine months ended September 30, 2009. The accelerated depreciation and amortization reduced income from continuing operations and net income by approximately $.09 and $.22 per unit for the three and nine months ended September 30, 2009.


		Three months ended March 31,
		Three months ended March 31,
		2010			2009
Net income	$	3,003		$	36,468
Other comprehensive income:
Reclassification adjustment for amortization of gain on settlement of US treasury rate
lock 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	)		1,437
Other comprehensive income		737			1,295
Total comprehensive income	$	3,740		$	37,763

46. ~~Acquisition~~Equity-Based ~~of Rental Property~~Compensation

OnDuring ~~January~~the 5,first ~~2009,~~quarter weof ~~purchased~~2010, the ~~remaining~~Company's ~~50%~~Board ~~interest~~of inDirectors approved the ~~joint~~grant ~~venture~~of ~~that~~150,288 ~~owned~~restricted common shares to the Company's ~~outlet~~independent ~~center~~directors inand ~~Myrtle~~the ~~Beach,~~Company's SCsenior onexecutive officers. ~~Hwy~~The 17Company receives one common unit from the Operating Partnership for aevery ~~cash~~two ~~price~~restricted ofshares ~~$32~~issued by the Company.0 The ~~million,~~independent ~~which~~directors' ~~was~~restricted ~~net~~common ofshares ~~the~~vest ~~assumption~~ratably ofover a three year period and the ~~existing~~senior ~~mortgage~~executive ~~loan~~officers' ofrestricted shares ~~$35.8~~vest ~~million~~ratably over a five year period. The ~~acquisition~~grant ~~was~~date ~~funded~~fair value byof ~~amounts~~the ~~available~~awards ~~under~~is ~~our~~$39.24 ~~unsecured~~per ~~lines~~share, which was determined based upon the closing market price of ~~credit. We~~our ~~had~~common ~~owned~~shares aon ~~50%~~the ~~interest~~day inprior to the ~~Myrtle~~grant ~~Beach~~date ~~Hwy~~in 17accordance ~~joint~~with ~~venture~~the ~~since~~terms ~~its~~of ~~formation~~the inCompany's Incentive ~~2001~~Award ~~and~~Plan, ~~accounted~~or ~~for~~Plan. itCompensation ~~under~~expense related to the amortization ~~equity~~of ~~method. The~~the ~~joint~~deferred ~~venture~~compensation amount is ~~now~~being ~~100%~~recognized in ~~owned~~accordance bywith usthe ~~and~~vesting ~~has~~schedule ~~therefore~~of ~~been~~the ~~consolidated~~restricted ~~in 2009~~shares.

InAlso ~~December~~during ~~2007,~~the ~~revised~~first ~~guidance~~quarter ~~was~~of ~~issued~~2010, ~~relating~~the toCompany's ~~business~~Compensation Committee ~~combinations~~approved ~~that requires~~ the ~~acquisition~~general ~~method~~terms of ~~accounting~~the beTanger ~~used~~Factory ~~for~~Outlet Centers, ~~all~~Inc. ~~business~~2010 ~~combinations~~Multi-Year ~~for~~Performance ~~which~~Plan, or the ~~acquisition~~"2010 Multi-Year ~~date~~Performance Plan". The 2010 Multi-Year Performance Plan is a onlong-term orincentive ~~after~~compensation ~~January~~plan 1,pursuant ~~2009~~to which award recipients, as ~~well~~a asgroup, ~~for~~may anearn ~~acquirer~~up to beapproximately ~~identified~~615,000 restricted ~~for~~common ~~each~~shares ~~business~~of ~~combination~~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 ~~following~~ achieve ~~table~~60% ~~illustrates~~or higher share price appreciation over the ~~fair~~four-year performance ~~value~~period. ofAfter the ~~total~~awards ~~consideration~~are ~~transferred~~earned, ~~and~~they ~~the~~will remain subject to a one-year vesting period. For notional amounts ofgranted ~~the~~in 2010, ~~identifiable~~any ~~assets~~shares ~~acquired~~earned ~~and~~on ~~liabilities~~December ~~assumed~~31, at2013 ~~the~~will ~~acquisition~~vest ~~date~~on ~~(in~~December ~~thousands):~~31, 2014 contingent on continued employment through the vesting date.

Cash		$ 32,000
Debt assumed		35,800
	Fair value of total consideration transferred	67,800
Fair value of our equity interest in Myrtle Beach Hwy 17
	held before the acquisition	31,957
Total		$ 99,757

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.

9The 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.

The following table summarizes the allocation of the purchase price to the identifiable assets acquired and liabilities assumed as of January 5, 2009, the date of acquisition (in thousands) and the weighted average amortization period by major intangible asset class (in years):11

	Value			Weighted amortization period
Buildings, improvements and fixtures	$	81,182
Deferred lease costs and other intangibles
Below market lease value		(2,358	)		5.8
Below market land lease value		4,807			56.0
Lease in place value		7,998			4.4
Tenant relationships		7,274			8.8
Present value of lease & legal costs		1,145			4.9
Total deferred lease costs and other intangibles		18,866
Subtotal		100,048
Debt discount		1,467
Fair value of interest rate swap assumed		(1,715	)
Fair value of identifiable assets and liabilities assumed, net		(43	)
Net assets acquired	$	99,757

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 50^th 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.

~~There was no contingent consideration associated with this acquisition.~~ We ~~expensed~~recorded ~~as incurred approximately $28,000 in third~~equity-~~party~~based ~~acquisition~~compensation ~~related~~expense ~~costs for the Myrtle Beach Hwy 17 acquisition. As a result of acquiring the remaining 50% interest~~ in ~~Myrtle Beach Hwy 17,~~ our ~~previously~~statements ~~held interest was remeasured~~of at operations ~~fair~~as ~~value,~~follows ~~resulting~~ (in ~~a gain of approximately $31.5 million.~~thousands):

5. Investments in Unconsolidated Real Estate Joint Ventures


		Three months ended March 31,
		Three months ended March 31,
		2010		2009
Restricted units	$	959	$	1,244
Notional unit performance awards		268		---
Options		---		53
Total equity-based compensation	$	1,227	$	1,297

~~Our~~As ~~investments in unconsolidated joint ventures as~~ of ~~September~~March 3031, ~~2009 and December 31~~2010, ~~2008~~there ~~aggregated~~was $921.61 million ~~and $9.5 million, respectively. We have evaluated the accounting treatment for each~~ of ~~the~~total ~~joint~~unrecognized ~~ventures~~compensation ~~and~~cost related ~~have~~to ~~concluded~~unvested equity-based oncompensation ~~the~~arrangements ~~current facts and circumstances that the equity method of accounting~~granted ~~should~~ under ~~be used to account for~~ the ~~individual joint ventures~~ Plan. ~~At September 30, 2009, we were members of the following unconsolidated real estate joint ventures:~~

Joint Venture	Center Location	Opening Date	Ownership %	Square Feet	Carrying Value of Investment (in millions)	Total Joint Venture Debt (in millions)
Deer Park	Deer Park, Long Island, New York	2008	33.3%	684,851	$3.8	$267.2
Wisconsin Dells	Wisconsin Dells, Wisconsin	2006	50%	264,929	$5.7	$25.3

7. Earnings Per Unit

~~These~~The ~~investments~~following ~~are~~table ~~recorded~~sets ~~initially~~forth ata ~~cost~~reconciliation ~~and~~of ~~subsequently adjusted for our equity in~~ the ~~venture’s~~numerators ~~net income (loss)~~ and denominators ~~cash~~in ~~contributions~~computing ~~and~~earnings ~~distributions. The~~per ~~following~~unit ~~management, leasing and marketing fees were recognized from services provided to Myrtle Beach Hwy 17~~ (~~2008~~in ~~period only)~~thousands, ~~Wisconsin~~except ~~Dells and~~per ~~Deer~~ unit ~~Park (in thousands~~amounts):

		Three Months Ended		Nine Months Ended
			Three months endedMarch 31,
		September 30,		September 30,
			2010			2009
		2009	2008	2009	2008
	NUMERATOR:
Fee:
	Net income	$	3,003		$	36,468
	Management and leasing	$ 462	$ 405	$ 1,427	$ 898
	Less applicable preferred unit distributions		(1,406	)		(1,406	)
	Marketing	35	28	114	93
	Less allocation of earnings to participating securities		(169	)		(439	)
Total Fees		$ 497	$ 433	$ 1,541	$ 991
	Net income available to common unitholders	$	1,428		$	34,623
	DENOMINATOR:
	Basic weighted average common units		23,048			18,668
	Effect of exchangeable notes		17			---
	Effect of outstanding options		27			40
	Diluted weighted average common units		23,092			18,708
	Basic earnings per common unit:
	Income from continuing operations	$	.06		$	1.85
	Net income	$	.06		$	1.85
	Diluted earnings per common unit:
	Income from continuing operations	$	.06		$	1.85
	Net income	$	.06		$	1.85

1012

~~Our~~The ~~investments~~exchangeable innotes ~~real~~are ~~estate~~included ~~joint~~in ~~ventures~~the ~~are~~diluted ~~reduced~~earnings byper ~~50%~~unit computation, ofif the ~~profits~~effect ~~earned~~is ~~for~~dilutive, ~~leasing~~using ~~and~~the ~~development~~treasury ~~services provided to Wisconsin Dells~~stock method. ~~Our~~In ~~investment~~applying inthe ~~Deer~~treasury ~~Park~~stock ismethod, ~~reduced by 33.3% of~~ the ~~profits~~effect ~~earned~~will ~~for~~be dilutive ~~leasing~~if ~~services~~the ~~provided~~average tomarket ~~Deer~~price ~~Park. Our carrying value~~ of ~~investments~~the inCompany's ~~unconsolidated~~common shares ~~joint~~ for ~~ventures~~at ~~differs~~least ~~from~~20 ~~our~~trading ~~share~~days ~~of the assets reported~~ in the ~~“Summary~~30 ~~Balance~~consecutive ~~Sheets~~trading –days ~~Unconsolidated Joint Ventures” shown below due to adjustments to~~ at the ~~book~~end ~~basis, including intercompany profits on sales~~ of ~~services~~each ~~that~~quarter ~~are~~is ~~capitalized~~higher bythan the ~~unconsolidated~~exchange ~~joint~~rate ~~ventures. The differences in basis are amortized over the various useful lives~~ of ~~the~~$35.87 per ~~related~~Company ~~assets~~common share.

WeThe ~~monitor~~computation ~~various indicators that the value~~ of ~~our~~diluted ~~investments~~earnings inper ~~unconsolidated~~unit ~~joint~~excludes ~~ventures~~options ~~may~~to purchase becommon ~~impaired. An~~units ~~investment~~when ~~is impaired only if management’s estimate of~~ the ~~value~~exercise ofprice ~~the investment~~ is ~~less~~greater than the ~~carrying value of the investments, and such decline in value is deemed to be other than temporary. To~~ ~~the~~ average ~~extent~~market ~~impairment~~price ~~has occurred, the loss shall be measured as the excess~~ of the ~~carrying~~common ~~amount~~units offor the ~~investment over the fair value of the investment~~period. ~~Our~~The ~~estimates~~market price of ~~fair value for each joint venture investment are based on~~ a ~~number~~common ofunit ~~assumptions~~is ~~that~~considered ~~are subject~~ to ~~economic~~be ~~and~~equivalent ~~market~~to ~~uncertainties~~twice ~~including, among others, demand for space, competition for tenants, changes in~~ the market ~~rental~~price ~~rates~~of ~~and~~a ~~operating~~Company ~~costs~~common ~~of the property~~share. As ~~these~~No ~~factors~~options ~~are~~were ~~difficult~~excluded ~~to predict and~~from ~~are~~ the ~~subject~~computations tofor ~~future~~the ~~events~~three ~~that~~months ~~may~~ended ~~alter~~March ~~our assumptions~~31, ~~the~~2010 ~~values~~and ~~estimated by us in our impairment analysis may not be realized. As of September 30,~~ 2009, ~~we do not believe that any of our equity investments were impaired~~respectively.

~~Wisconsin~~The ~~Dells~~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.

InThe ~~March~~notional ~~2005,~~units weare ~~established~~considered ~~the~~contingently ~~Wisconsin~~issuable ~~Dells~~common ~~joint venture to construct~~ units and ~~operate~~are aincluded ~~Tanger Outlet center~~ in ~~Wisconsin~~earnings ~~Dells,~~per ~~Wisconsin.~~unit ~~The~~if ~~264,900~~the ~~square~~effect ~~foot~~is ~~center~~dilutive ~~opened~~using the intreasury ~~August~~stock ~~2006~~method. In ~~February~~The ~~2006,~~notional inunits ~~conjunction~~were ~~with~~issued ~~the~~in ~~construction of the center, Wisconsin Dells entered into a three-year, interest-only mortgage~~January ~~agreement~~ 2010 ~~with~~and aall ~~one-year~~have ~~maturity~~been ~~extension~~excluded ~~option. In~~from ~~February 2009,~~ the ~~one-year~~computation ~~option~~of ~~became~~diluted earnings ~~effective~~per tounit ~~extend~~for the ~~maturity~~three ofmonths ~~the~~ended ~~mortgage~~March ~~to February 24~~31, 2010~~. As~~ ofas ~~September~~none ~~30, 2009, the loan had a balance~~ of ~~$25.3 million with a floating interest rate based on~~ the ~~one~~contingent ~~month~~conditions ~~LIBOR~~were ~~index~~satisfied ~~plus 1.30%. The mortgage loan incurred by this unconsolidated joint venture is collateralized by its property~~ as ~~well~~of asthe ~~joint~~end ~~and several guarantees by us and designated guarantors~~ of the ~~our~~reporting ~~venture partner~~period.

InAt ~~October~~March ~~2009~~31, ~~Wells~~2010 ~~Fargo~~and ~~Bank~~December ~~agreed~~31, to2009, ~~refinance~~ the ~~$25.3~~ownership ~~million~~interests ~~mortgage for a term~~ of ~~three~~the ~~years~~Operating atPartnership aconsisted ~~rate~~ of the ~~LIBOR~~following ~~index~~(in ~~plus 3.00%. The loan also includes two one-year extensions.~~thousands):

Deer Park


	March 31,	December 31,
	2010	2009
Preferred units:
Limited partner	3,000,000	3,000,000

Common units:
General partner	237,000	237,000
Limited partners	23,031,136	22,934,867
Total common units	23,268,136	23,171,867

~~In June 2009, the two interest rate swaps entered into by Deer Park with a notional amount totaling $170~~8.~~0 million that had fixed the LIBOR index at an average of 5.38% related to Deer Park’s $284.0 million construction loan expired.~~ At that time, a forward starting interest rate cap originally purchased by Deer Park in February 2009 replaced these interest rate protection agreements as a hedge of interest rate risk. The agreement caps the 30-day LIBOR index at 4% on a notional amount of $240.0 million at a cost approximately $290,000 for a period through April 2011. The interest rate on our construction loan including the credit spread as of September 30, 2009 was 1.62%.Derivatives

~~Condensed~~We ~~combined~~are ~~summary~~exposed ~~financial~~to ~~information~~various ofmarket ~~joint~~risks, ~~ventures~~including ~~accounted~~changes ~~for~~in ~~using~~interest rates. Market risk is the ~~equity~~potential ~~method~~loss isarising asfrom ~~follows~~adverse (changes in ~~thousands):~~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.

Summary Balance Sheets – Unconsolidated Joint Ventures	As of September 30, 2009		As of December 31, 2008
Assets
Investment properties at cost, net	$	294,220	$	323,546
Cash and cash equivalents		8,151		5,359
Deferred charges, net		5,438		7,025
Other assets		5,302		6,324
Total assets	$	313,111	$	342,254
Liabilities and Owners’ Equity
Mortgages payable	$	292,468	$	303,419
Construction trade payables		2,523		13,641
Accounts payable and other liabilities (1)		2,841		9,479
Total liabilities		297,832		326,539
Owners’ equity (1)		15,279		15,715
Total liabilities and owners’ equity	$	313,111	$	342,254

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.

(1) Includes the fair value of interest rate swap agreements at Deer Park and Myrtle Beach Hwy 17 totaling $5.6 million as of December 31, 2008 as an increase in other liabilities and a reduction of owners’ equity.13

11The 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).

		Three Months Ended						Nine Months Ended
				Liability Derivatives
Summary Statements of Operations -		September 30,						September 30,
						As ofMarch 31, 2010					As ofDecember 31, 2009
Unconsolidated Joint Ventures		2009			2008			2009				2008
				Notionalamounts		Balancesheet location		Fairvalue			Balancesheetlocation			Fairvalue
Revenues		$	9,152		$	5,582		$	26,107			$	15,370
	Derivatives designated as hedging instruments
Expenses
	Interest rate swap agreements		$	235.0		Otherliabilities	$	8.2			Otherliabilities		$	9.1
Property operating			4,103			2,128			11,961				5,650
	Derivatives not designated as hedging Instruments (1)
General and administrative			111			90			417				188
	Interest rate swap agreement			35.0		N/A		N/A			Otherliabilities			0.4
Depreciation and amortization			3,427			1,302			9,959				3,991
	Total derivatives		$	270.0			$	8.2					$	9.5
Total expenses			7,641			3,520			22,337				9,829
Operating income			1,511			2,062			3,770				5,541
Interest expense			1,553			932			8,363				2,592
Net income (loss)		$	(42	)	$	1,130		$	(4,593	)		$	2,949
Tanger’s share of:
Net income (loss)		$	68		$	596		$	(1,346	)		$	1,548
Depreciation (real estate related)			1,239			635			3,628				1,938

6(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. ~~Debt~~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.

InThe ~~May~~remaining ~~2009,~~net ~~the~~benefit ~~Exchangeable~~from ~~Notes~~a ofderivative ~~the~~settled ~~Operating~~during ~~Partnership~~2005 in accumulated ~~the~~other ~~principal~~comprehensive ~~amount~~income ofwas ~~$142.3~~an ~~million~~unamortized ~~were~~balance ~~exchanged for Company common shares, representing approximately 95.2%~~ as of ~~the~~March ~~total Exchangeable Notes outstanding prior to the exchange offer. In the aggregate~~31, ~~the~~2010 ~~exchange offer resulted in the issuance~~ of ~~approximately 4.9 million Company common shares and the payment of approximately~~ $1.2 ~~million in cash for accrued and unpaid interest and in lieu of fractional shares~~. ~~The~~0 ~~Operating Partnership issued approximately 2.4~~ million ~~partnership~~which ~~units~~will toamortize ~~the~~into ~~Company in consideration for~~ the ~~Company’s~~statement ~~issuance~~ of ~~common shares to retire the Exchangeable Notes. Following settlement of the exchange offer, Exchangeable Notes in the principal amount of approximately $7.2 million remained outstanding. In~~operations ~~connection~~ through ~~with~~October ~~the exchange offering, we recognized in income from continuing operations and net income a gain on early extinguishment of debt in the amount of $10~~2015.~~5 million. A portion of the debt discount recorded amounting to approximately $7.0 million was written-off as part of the transaction.~~

~~In July 2009, Wells Fargo Bank increased the size of their unsecured line of credit from $100~~9.0 Fair ~~million~~Value ~~to $125.0 million allowing us to continue to maintain $325.0 million in unsecured lines of credit.~~Measurements

InAccounting ~~September~~guidance ~~2009,~~on ~~Moody's~~fair ~~Investors~~value ~~Service~~measurements ~~affirmed~~includes ~~its~~a ~~Baa3~~three-tier fair ~~senior~~value ~~unsecured~~hierarchy, ~~rating~~which ~~for~~prioritizes the ~~Operating~~inputs ~~Partnership~~used ~~and~~in ~~revised~~measuring fair ~~the~~value. ~~rating~~These ~~outlook~~tiers ~~for~~are ~~the~~defined ~~Company to positive from stable.~~as follows:

The estimated fair value of our debt, consisting of senior unsecured notes, Exchangeable Notes, unsecured term credit facilities and unsecured lines of credit, at September 30, 2009 and December 31, 2008 was $550.2 million and $711.8 million, respectively, and its recorded value was $580.5 million and $786.9 million, respectively. A 1% increase from prevailing interest rates at September 30, 2009 and December 31, 2008 would result in a decrease in fair value of total debt of approximately $17.6 million and $37.4 million, respectively. Fair values were determined, based on level 2 inputs as defined in Note 13, using discounted cash flow analyses with an interest rate or credit spread similar to that of current market borrowing arrangements.


	Tier			Description
	Level 1			Defined as observable inputs such as quoted prices in active markets
	Level 2			Defined as inputs other than quoted prices in active markets that are either directly or indirectly observable
	Level 3			Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

12The 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.

~~7. Common Share Offering~~14

InFor ~~August~~assets ~~2009,~~and ~~the~~liabilities ~~Company~~measured ~~completed~~at afair ~~common~~value ~~share~~on ~~offering of 3.45 million shares at~~ a ~~price of $35.50 per share~~recurring basis, ~~with~~quantitative ~~net~~disclosure ~~proceeds~~ of ~~approximately $116.8 million. Net proceeds from~~ the ~~sale~~fair ~~were~~value ~~contributed to the Operating Partnership in exchange~~ for ~~87,000~~each ~~common~~major category ~~general~~of ~~partnership~~assets ~~units~~ and ~~1,638,000~~liabilities ~~common~~is ~~limited partnership~~presented ~~units. We~~below ~~used~~as ~~the~~of ~~net~~March ~~proceeds~~31, to2010 ~~repay borrowings under our unsecured lines of credit~~ and ~~for~~December ~~general~~31, ~~corporate purposes.~~2009:

At September 30, 2009 and December 31, 2008, the ownership interests of the Operating Partnership consisted of the following:


RECURRING BASIS	Fair Value Measurements at Reporting Date Using (in millions)
	Quoted prices in active markets for identical assets Level 1		Significant other observable inputs Level 2		Significant unobservable inputs Level 3
Liabilities as of March 31, 2010:
Derivative financial instruments ⁽¹⁾	---	$	(8.2	)	---
Liabilities as of December 31, 2009:
Derivative financial instruments ⁽¹⁾	---	$	(9.5	)	---

		2009	2008
Preferred units:
	Limited partner	3,000,000	3,000,000
Common units:
	General partner	237,000	150,000
	Limited partners	22,935,447	18,717,056
Total common units		23,172,447	18,867,056

(1) Included in "Other liabilities" in the accompanying consolidated balance sheet.

8.For ~~Other~~assets ~~Comprehensive~~and ~~Income~~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:

Total comprehensive income for the three and nine months ended September 30, 2009 and 2008 is as follows (in thousands):


NON-RECURRING BASIS	Fair Value Measurements at Reporting Date Using (in millions)
	Quoted prices in active markets for identical assets Level 1		Significant other observable inputs Level 2	Significant unobservable inputs Level 3
Assets as of March 31, 2010:
Land⁽¹⁾	---	$	0.2	---

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Net income	$	4,364		$	11,343		$	54,419		$	19,359
Other comprehensive income:
Reclassification adjustment for amortization of gain on 2005
settlement of US treasury rate lock included in net income		(74	)		(69	)		(218	)		(206	)
Reclassification adjustment for termination of US treasury rate locks		---			---			---			17,760
Change in fair value of treasury rate locks		---			---			---			(9,006	)
Change in fair value of cash flow hedges		144			(1,327	)		1,405			(1,327	)
Change in fair value of our portion of our
unconsolidated joint ventures’ cash flow hedges		(6	)		442			2,129			222
Other comprehensive income (loss)		64			(954	)		3,316			7,443
Total comprehensive income		4,428			10,389			57,735			26,802

(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.

9The 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. ~~Executive~~4 ~~Severance~~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.

~~Stanley K~~10. ~~Tanger, founder of the Company, retired as an employee of the Company and the Operating Partnership and resigned as the Company’s Chairman of the Board effective September 1, 2009.~~ ~~Pursuant~~Non-Cash toInvesting Mr. Tanger’s employment agreement, as agreed upon by the Company and Mr. Tanger, he will receive a cash severance amount of $ 3.4 million. Additionally, the Company’s Board approved a modification to Mr. Tanger’s restricted share agreements whereas, upon his retirement, 216,000 unvested restricted common shares previously granted to Mr. Tanger vested. Mr. Tanger continues to serve as a member of the Company's Board of Directors.Activities

13We 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.

1011. ~~Unit-Based~~ ~~Compensation~~Subsequent Events

~~During~~In ~~the~~April ~~first quarter of 2009~~2010, ~~the~~we ~~Company’s~~made ~~Board of Directors approved~~ the ~~grant~~decision ~~of 207,500 restricted common shares~~ to ~~the~~terminate ~~Company’s~~our ~~independent~~option ~~directors and Company officers. The Company receives one common unit from the Operating Partnership~~ contract for ~~every~~a ~~two~~new ~~restricted~~development ~~shares~~site ~~issued~~located byin ~~the~~Irving, ~~Company~~Texas. ~~The restricted~~ ~~common~~As ~~shares granted to~~ the development ~~Company’s~~is ~~independent~~no ~~directors~~longer ~~vest ratably over a three year period. The restricted common shares granted to the Company’s officers vest ratably over a five year period. The grant date fair value of the awards~~probable, orwe ~~$28.19~~will ~~per~~write-off ~~share~~approximately $400,000 ~~was determined based upon the closing market price~~ of ~~the~~predevelopment ~~Company’s~~and ~~common~~due ~~shares~~diligence oncosts ~~the~~associated ~~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~~project ~~of the deferred compensation amount is being recognized~~ in ~~accordance with~~ the ~~vesting~~second ~~schedule~~quarter of ~~the restricted common shares~~ 2010.

As noted in Note 9 above, upon retirement from the Company in September 2009, the 216,000 unvested restricted common shares granted to Stanley K. Tanger vested. We recorded approximately $6.9 million of incremental compensation expense in the period related to this accelerated vesting of unit-based compensation.15

WeItem ~~recorded~~2. ~~unit-based~~Management's ~~compensation~~Discussion ~~expense~~and inAnalysis ~~our statements~~ of ~~operations~~Financial asCondition ~~follows~~and ~~(in~~Results ~~thousands):~~of Operations

	Three Months Ended		Nine Months Ended
	September 30,		September 30,
	2009	2008	2009	2008
Restricted units	$ 8,080	$ 1,354	$ 10,891	$ 3,866
Options	---	50	78	158
Total unit-based compensation	$ 8,080	$ 1,404	$ 10,969	$ 4,024

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.

AsCautionary ~~of September 30, 2009, there was $8.5 million of total unrecognized compensation cost related to unvested unit-based compensation arrangements granted under the Plan.~~Statements

11Certain 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. ~~Earnings~~ We ~~Per~~intend ~~Unit~~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.

~~The~~General ~~following table sets forth a reconciliation of the numerators and denominators in computing earnings per share (in thousands, except per unit amounts):~~Overview

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2009			2008			2009			2008
Numerator
Net income	$	4,364		$	11,343		$	54,419		$	19,359
Less applicable preferred unit distributions		(1,406	)		(1,406	)		(4,219	)		(4,219	)
Less allocation of earnings to participating securities		(207	)		(195	)		(643	)		(529	)
Net income available to common unitholders	$	2,751		$	9,742		$	49,557		$	14,611
Denominator
Basic weighted average common units		22,065			18,598			20,309			18,563
Effect of Exchangeable Notes		3			243			3			243
Effect of outstanding options		38			62			40			75
Diluted weighted average common units		22,106			18,903			20,352			18,881
Basic earnings per common unit
Income from continuing operations	$	.12		$	.52		$	2.44		$	.79
Net income	$	.12		$	.52		$	2.44		$	.79
Diluted earnings per common unit
Income from continuing operations	$	.12		$	.52		$	2.43		$	.77
Net income	$	.12		$	.52		$	2.43		$	.77

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. of Centers	Square Feet (000's)		States
As of March 31, 2009	31	9,218		21
Center expansions:
Commerce II, Georgia	---	23		---
Center redevelopment:
Hilton Head I, South Carolina	---	(182	)	---
Other	---	(2	)	---
As of March 31, 2010	31	9,057		21

Our 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 trading16 ~~days at the end of each quarter is higher than the exchange rate of $36.06 per Company common share.~~

The ~~computation~~following oftable ~~diluted~~summarizes ~~earnings~~certain ~~per~~information ~~unit excludes options to purchase common units when the exercise price is greater than the average market price of the common units~~ for ~~the~~our ~~period. The~~existing outlet ~~market~~centers ~~price~~in ofwhich awe ~~common~~have ~~unit~~an isownership ~~considered~~interest toas ~~be equivalent to twice the market price~~ of aMarch ~~Company~~31, ~~common share~~2010. No ~~options were~~Except ~~excluded~~as ~~from the computations for the three and nine months ended September 30~~noted, ~~2009~~all ~~and~~properties ~~2008,~~are ~~respectively~~fee owned.

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 unit awards based on distributions declared and the unvested restricted shares' participation rights in undistributed earnings.


Location Wholly-Owned Outlet Centers	Square Feet	% Occupied
Riverhead, New York ⁽¹⁾	729,475	99
Rehoboth Beach, Delaware ⁽¹⁾	568,868	99
Foley, Alabama	557,235	92
San Marcos, Texas	441,929	97
Myrtle Beach Hwy 501, South Carolina	426,417	88
Sevierville, Tennessee ⁽¹⁾	419,038	99
Myrtle Beach Hwy 17, South Carolina ⁽¹⁾	402,466	99
Washington, Pennsylvania	372,972	94
Commerce II, Georgia	370,512	96
Charleston, South Carolina	352,315	92
Howell, Michigan	324,631	94
Branson, Missouri	302,992	97
Park City, Utah	298,379	100
Locust Grove, Georgia	293,868	97
Westbrook, Connecticut	291,051	97
Gonzales, Louisiana	282,403	98
Williamsburg, Iowa	277,230	91
Lincoln City, Oregon	270,280	98
Lancaster, Pennsylvania	255,152	97
Tuscola, Illinois	250,439	82
Tilton, New Hampshire	245,698	100
Hilton Head, South Carolina	206,586	100
Fort Myers, Florida	198,950	90
Commerce I, Georgia	185,750	44
Terrell, Texas	177,800	93
Barstow, California	171,300	100
West Branch, Michigan	112,120	98
Blowing Rock, North Carolina	104,235	100
Nags Head, North Carolina	82,178	94
Kittery I, Maine	59,694	100
Kittery II, Maine	24,619	100
Totals	9,056,582	95

12. Derivatives


Unconsolidated Joint Ventures
Deer Park, New York (33.3% owned) ⁽²⁾	683,033	81
Wisconsin Dells, Wisconsin (50% owned)	265,061	97

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.


	(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.

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 the17 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 September 30, 2009, all of the derivatives which we originally entered into were considered effective.

~~The~~RESULTS ~~table~~OF ~~below presents the fair value of our derivative financial instruments as well as their classification on the Balance Sheet as of September 30, 2009 and December 31, 2008 (in millions).~~OPERATIONS

		Liability Derivatives
		As of		As of
		September 30, 2009		December 31, 2008
	Notional amounts	Balance sheet location	Fair value	Balance sheet location	Fair value
Derivatives designated as hedging
instruments
Interest rate swap agreements	$235.0	Other liabilities	$10.3	Other liabilities	$11.7
Derivatives not designated as hedging
instruments(1)
Interest rate swap agreement	35.0	Other liabilities	0.8	N/A	N/A
Total derivatives	$270.0		$11.1		$11.7

Comparison of the three months ended March 31, 2010 to the three months ended March 31, 2009

~~(1) The~~BASE 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 are recorded through the statement of operations until its expiration in March 2010.RENTALS

~~The~~Base ~~remaining~~rentals ~~net~~increased ~~benefit~~$721,000, ~~from~~or a2%, ~~derivative~~in ~~settled~~the ~~during~~2010 ~~2005~~period incompared to ~~accumulated~~the ~~other~~2009 ~~comprehensive~~period. ~~income~~The ~~was~~following antable ~~unamortized~~sets ~~balance~~forth asthe ofchanges ~~September~~in various ~~30,~~components ~~2009~~ of ~~$2.2~~base ~~million~~rents ~~which~~from ~~will~~2009 ~~amortize~~to ~~into~~2010 ~~the~~(in ~~statement of operations through October 2015.~~thousands):


		2010		2009			Change
Existing property base rentals	$	42,787	$	42,316		$	471
Incremental base rentals from expansion		114		---			114
Termination fees		582		688			(106	)
Amortization of net above below market rent adjustments		165		(77	)		242
	$	43,648	$	42,927		$	721

13Base 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. ~~Fair~~ ~~Value~~In addition, ~~Measurements~~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.

~~In September 2006~~Also, ~~accounting~~the ~~guidance~~amount ~~was~~of ~~issued~~termination ~~which~~fees ~~defines~~recognized ~~fair value, establishes a framework for measuring fair value~~ in ~~accordance with accounting principles generally accepted in~~ the ~~United~~2009 ~~States~~period was ~~and~~approximately ~~expands~~$106,000 ~~disclosures~~higher ~~about~~when ~~fair~~compared ~~value~~to ~~measurements. We adopted~~ the ~~guidance~~2010 asperiod due ofto ~~January~~several 1,tenants ~~2008~~terminating ~~for~~leases ~~financial instruments~~early. ~~Although the~~ ~~adoption~~Payments ~~did~~received from ~~not~~the ~~materially~~early ~~impact~~termination ~~our financial condition, results~~ of ~~operations~~leases ~~or cash flow, we~~ are ~~now~~recognized ~~required~~as torevenue ~~provide~~from the ~~additional~~time ~~disclosures~~the aspayment ~~part~~is ofreceivable ~~our~~until ~~consolidated~~the ~~financial~~tenant ~~statements~~vacates the space.

~~In February 2008~~Finally, ~~further~~included ~~guidance~~in ~~was~~base ~~issued~~rentals ~~which~~is ~~delayed~~ the ~~effective~~amortization ~~date~~from the value of ~~certain~~above ~~guidance~~and ~~pertaining~~below tomarket ~~all~~leases ~~nonfinancial~~recorded ~~assets~~as ~~and~~a ~~nonfinancial~~result ~~liabilities,~~of ~~except~~our ~~for~~property acquisitions ~~items~~as ~~recognized~~either oran ~~disclosed~~increase ~~at fair value~~ (in the ~~financial~~case ~~statements~~of onbelow ~~a recurring basis (at least annually~~market leases)~~. Rental~~ ~~property~~or ~~is considered~~ a ~~nonfinancial~~decrease ~~asset~~(in ~~and~~ the ~~testing~~case of itabove ~~for~~market ~~impairment~~leases) isto ~~considered~~rental income ~~nonrecurring~~over inthe ~~nature. Effective~~remaining ~~January~~term 1,of ~~2009,~~ the ~~definition~~associated oflease. ~~fair~~The ~~value~~net amortization inof ~~the~~above ~~context~~and ofbelow anmarket ~~impairment~~leases ~~evaluation~~increased ~~became~~for the ~~price~~2010 period ~~that~~compared ~~would be received~~ to ~~sell~~the an2009 ~~asset~~period ordue ~~paid~~ to ~~transfer~~the recognition of a ~~liability~~large above inmarket anlease ~~orderly~~amount ~~transaction~~from ~~between~~the ~~market~~early ~~participants~~termination atof ~~the~~a ~~measurement~~single tenant ~~date~~during 2009.

~~The~~At ~~guidance~~March ~~established~~31, 2010, the net liability representing the amount of unrecognized below market lease values totaled approximately $2.3 million. If a ~~three-tier~~tenant vacates ~~fair~~its ~~value~~space ~~hierarchy~~prior to the contractual termination of the lease and no rental payments are being made on the lease, ~~which~~any ~~prioritizes~~unamortized balance of the ~~inputs~~related ~~used~~above inor ~~measuring~~below ~~fair~~market lease value~~. These~~ ~~tiers~~will ~~are~~be written ~~defined~~off asand ~~follows:~~could materially impact our net income positively or negatively.

Tier	Description
Level 1	Defined as observable inputs such as quoted prices in active markets
Level 2	Defined as inputs other than quoted prices in active markets that are either directly or indirectly observable
Level 3	Defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions

EXPENSE REIMBURSEMENTS

~~The~~Expense ~~valuation~~reimbursements, ofwhich ~~our~~represent ~~financial~~the ~~instruments~~contractual isrecovery ~~determined~~from tenants ~~using~~of ~~widely~~certain ~~accepted~~common ~~valuation~~area ~~techniques~~maintenance, ~~including~~insurance, ~~discounted~~property ~~cash~~tax, promotional, ~~flow~~advertising ~~analysis~~and onmanagement ~~the~~expenses ~~expected~~and ~~cash~~which ~~flows~~generally fluctuates ofconsistently ~~each~~with ~~derivative.~~the ~~This~~reimbursable ~~analysis~~property ~~reflects~~operating expenses ~~the~~to ~~contractual~~which ~~terms~~it ~~of the derivatives~~relates, ~~including~~increased ~~the~~approximately ~~period~~$317,000, toor ~~maturity,~~2% in ~~and~~the ~~uses~~2010 ~~observable~~period ~~market-based~~compared ~~inputs,~~to ~~including interest~~the ~~rate~~2009 ~~curves~~period. ~~The~~ ~~valuation~~Expense reimbursements, ~~also~~expressed ~~includes~~as a ~~discount~~percentage ~~for~~of ~~counterparty~~property ~~risk. We~~operating expenses, ~~have~~were ~~determined~~87% ~~that~~and ~~our~~88% ~~derivative valuations are classified~~ in ~~Level~~the 22010 ofand ~~the~~2009 ~~fair~~periods, ~~value hierarchy~~respectively.

~~For~~PROPERTY ~~assets~~OPERATING ~~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:~~EXPENSES

	Fair Value Measurements at Reporting Date Using (in millions)
	Quoted prices
	in active markets	Significant other	Significant
	for identical assets	observable inputs	unobservable inputs
	Level 1	Level 2	Level 3
Liabilities:
Derivative financial instruments (1)	---	$(11.1)	---
(1) Included in “Other liabilities” in the accompanying consolidated balance sheet.

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.

16GENERAL AND ADMINISTRATIVE EXPENSES

~~For~~General ~~assets~~ and ~~liabilities~~administrative ~~measured~~expenses atdecreased ~~fair~~$469,000, ~~value~~or on8%, ain ~~non-recurring~~the 2010 ~~basis,~~period ~~quantitative~~as ~~disclosure~~compared ofto the ~~fair~~2009 ~~value~~period. ~~for~~The ~~each~~decrease ~~major~~is ~~category~~due mainly to the retirement of ~~assets~~Stanley ~~and~~K. ~~liabilities~~Tanger isin ~~presented~~September ~~below:~~2009. The

	Fair Value Measurements at Reporting Date Using (in millions)
	Quoted prices
	in active markets	Significant other	Significant
	for identical assets	observable inputs	unobservable inputs
	Level 1	Level 2	Level 3
Assets:
Long lived assets held and used (1)	---	---	$2.0
(1) Long-lived assets held and used with a carrying amount of $7.2 million were written down to their fair value of $2.0 million as of June 30, 2009 resulting in an impairment charge of $5.2 million. This charge was included in earnings for the nine months ended September 30, 2009. The new basis is included in “Land” and “Building, improvements and fixtures” in the accompanying consolidated balance sheet.

14incremental decrease from Mr. ~~Non~~ Tanger's retirement was partially offset by amortization associated with the notional units issued under our new 2010 Multi-~~Cash~~Year ~~Activities~~Performance Plan.

~~Non-cash~~DEPRECIATION ~~financing~~AND activities that occurred during the 2009 period included the assumption of mortgage debt in the amount of $35.8 million, including a discount of $1.5 million related to the acquisition of the remaining 50% interest in the Myrtle Beach Hwy 17 joint venture as discussed in Note 4. In addition, rental property increased by $32.0 million related to the fair market valuation of our previously held interest in excess of carrying amount.AMORTIZATION

WeDepreciation ~~also~~and ~~completed~~amortization aincreased ~~non-cash~~$6.1 ~~exchange offering~~million, asor ~~described~~30%, in ~~Note~~the 2010 6,period ~~which~~compared ~~resulted~~to inthe 2009 period. During the ~~retirement~~first quarter of 2009, ~~$142~~we obtained approval from Beaufort County, South Carolina to implement a redevelopment plan at the Hilton Head I, SC outlet center.3 ~~million~~As of March 31, 2010, the center was vacant of all tenants in ~~principal~~preparation ~~amount~~for the demolition of ~~Exchangeable~~the ~~Notes~~existing ~~which~~center ~~had~~and the redevelopment of the new center. As a ~~carrying~~result ~~value~~a total of $~~135~~9.32 million~~. These~~ ~~notes~~in ~~were~~depreciation ~~retired~~and amortization ~~with~~was recognized in the ~~issuance~~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 $4.96 million ~~Company~~and ~~common~~$1.2 ~~shares~~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.

AsIMPAIRMENT described in Note 3, in August 2009 we closed on the sale of an outparcel of land at our property in Washington, PA. A non-cash condition of the sale was the assumption by the buyer of approximately $2.6 million of the tax increment financing liability associated with the property.CHARGE

~~During~~In ~~the~~2005 ~~second~~we ~~quarter~~sold ofan ~~2008,~~outlet ~~upon~~center ~~the~~originally ~~closing~~developed ofby ~~our~~us ~~$235~~in Seymour, Indiana.0 ~~million~~Subsequent ~~LIBOR~~to ~~based~~the ~~unsecured~~sale ~~term~~of ~~loan~~the ~~facility~~center, we ~~determined~~retained various ~~that~~outparcels weof ~~were~~land ~~unlikely~~at tothe ~~enter~~development ~~into~~site, asome USof ~~Treasury~~which ~~based~~we had ~~debt~~sold ~~offering. We reclassified to earnings~~ in ~~the~~recent ~~period~~years. ~~the~~In ~~amount~~February ~~recorded in other comprehensive income~~2010, ~~$17.8~~our ~~million,~~Board ~~related~~of ~~to our US~~Directors ~~Treasury~~ approved ~~rate~~the ~~lock~~sale ~~derivatives. This~~of ~~amount~~the ~~had~~remaining ~~been~~parcels ~~frozen as~~ of ~~March~~land 31in Seymour, ~~2008~~IN. ~~when~~As a weresult ~~determined that the probability~~ of ~~the~~this ~~forecast~~Board ~~transaction~~approval ~~was~~and ~~“reasonably~~an ~~possible”~~approved ~~instead~~plan ofto ~~“probable”. Effective~~actively market ~~April~~the 1land, ~~2008,~~ we ~~discontinued~~accounted ~~hedge~~for ~~accounting and~~ the ~~changes~~land inas ~~the~~"held ~~fair~~for ~~value~~sale" ofand recorded ~~the~~a ~~derivative~~non-cash ~~contracts~~impairment ~~subsequent~~charge toof ~~April~~approximately 1$735,000 ~~2008 resulted~~ in our aconsolidated ~~gain~~statement of ~~$8.9~~operations ~~million. This~~which ~~accounting~~equaled ~~treatment~~the ofexcess ~~these derivatives resulted in a net loss~~ of ~~$8.9~~ ~~million~~ the ~~and~~carrying ~~was~~amount ~~reflected~~of in the ~~statement~~land ofover ~~cash~~its ~~flows~~fair ~~as a non-cash operating activity~~value. ~~The~~ ~~$8.9~~We ~~million cash settlement of~~ determined the ~~derivatives~~fair ~~during~~value ~~the~~using ~~second~~a ~~quarter~~market ~~was~~approach ~~reflected~~considering inoffers ~~the~~that ~~statement~~we have ofobtained ~~cash~~for ~~flows~~all asthe avarious ~~change~~parcels inless ~~accounts~~estimated ~~payable and accrued expenses~~closing costs.

WeINTEREST purchase capital equipment and incur costs relating to construction of facilities, including tenant finishing allowances. Expenditures included in construction trade payables as of September 30, 2009 and 2008 amounted to $8.0 million and $22.8 million, respectively.EXPENSE

15Interest expense decreased $3.3 ~~Recently~~million, ~~Issued~~or ~~Accounting~~29%, ~~Pronouncements~~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.

OnEQUITY ~~July 1,~~IN ~~2009,~~EARNINGS ~~the~~(LOSSES) ~~FASB~~OF ~~Accounting~~UNCONSOLIDATED ~~Standards~~JOINT Codification became the authoritative source of accounting principles to be applied to financial statements prepared in accounting with GAAP. In accordance with the Codification, citations to accounting literature in this report are presented in plain English.VENTURES

InOur ~~May~~equity ~~2009,~~in ~~accounting guidance concerning subsequent events was issued that sets forth~~ the ~~period~~earnings ~~after~~and ~~the~~losses ~~balance sheet date during which management~~ of aunconsolidated ~~reporting~~joint ventures ~~entity~~improved ~~should~~by ~~evaluate~~$829,000, ~~events~~ or ~~transactions~~92%, ~~that may occur for potential recognition or disclosure~~ in the ~~financial~~2010 ~~statements,~~period ~~the~~compared ~~circumstances under which an entity~~to ~~should recognize events or transactions occurring after~~ the ~~balance~~2009 ~~sheet~~period. ~~date~~The inimprovement ~~its~~is ~~financial~~due ~~statements,~~to ~~and disclosures that an entity should make about events or transactions that occurred after~~ the ~~balance~~natural ~~sheet~~expiration ~~date~~of $170.0 ~~The~~million ~~disclosure~~ of ~~the~~interest ~~date~~rate ~~through~~swaps ~~which~~at ~~an entity has evaluated subsequent events and~~ the ~~basis~~Deer ~~for~~Park ~~that~~joint ~~date~~venture in ~~must~~June ~~be disclosed~~2009. ~~This~~The ~~disclosure~~expiration ~~should alert all users~~ of ~~financials~~these ~~statements~~swaps ~~that~~enabled anthe ~~entity~~construction loan ~~has~~for ~~not~~the ~~evaluated~~joint ~~subsequent~~venture ~~events~~to ~~after~~incur ~~that~~interest ~~date~~at ina ~~the~~variable ~~set~~rate ~~of financial statements~~based ~~being~~ on ~~presented.~~a ~~The~~LIBOR ~~guidance~~index that is ~~effective~~currently ~~for~~at ~~financial~~historically ~~periods ending after June~~low ~~15, 2009~~levels. ~~We adopted the requirements during the second quarter of 2009.~~

17LIQUIDITY AND CAPITAL RESOURCES

InGeneral April 2009, amended accounting guidance was issued to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual financial statements. The guidance is effective for interim periods ending after June 15, 2009. Prior period presentation is not required for comparative purposes at initial adoption. We adopted the requirements during the second quarter of 2009.Overview

InProperty ~~June~~rental ~~2009,~~income ~~amended~~represents ~~guidance~~our ~~was issued related to the consolidation of variable-interest entities. These amendments require an enterprise to qualitatively assess the determination of the~~ primary ~~beneficiary~~source ~~of a variable interest entity (“VIE”) based on whether the entity (1) has the power~~ to ~~direct~~pay ~~matters that most significantly~~property ~~impact~~ operating ~~the~~expenses, ~~activities~~debt ofservice, ~~the~~capital ~~VIE,~~expenditures and distributions, ~~(2)~~excluding ~~has~~non-recurring ~~the~~capital ~~obligation~~expenditures toand acquisitions. ~~absorb~~To ~~losses or~~ the ~~right~~extent tothat ~~receive~~our ~~benefits~~cash offlow ~~the~~from ~~VIE~~operating activities ~~that~~is ~~could~~insufficient ~~potentially be significant~~ to ~~the~~cover ~~VIE. The~~such ~~amendments change the consideration of kick~~non-~~out~~recurring ~~rights~~capital expenditures inand ~~determinig~~acquisitions, ifwe anfinance ~~entity~~such isactivities afrom borrowings ~~VIE~~under ~~which~~our ~~may~~unsecured ~~cause~~lines ~~certain additional entities to now be considered VIEs. Additionally, they require an ongoing reconsideration~~ of ~~the~~credit ~~primary~~or ~~beneficiary~~from ~~and provide a framework for~~ the ~~events that trigger a reassessment of whether an entity~~proceeds is from ~~a VIE. This guidance will be effective for financial statements issued for fiscal years beginning after November 15, 2009. We are in~~ the ~~process~~Operating ofPartnership's ~~evaluating~~and the ~~impact~~Company's ~~that~~debt ~~the adoption of this guidance will have on our financial position, results of operations~~ and ~~cash flows~~equity offerings.

~~16.~~We ~~Subsequent~~believe ~~Events~~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

In October 2009, we closed on our development site in Mebane, North Carolina and have begun construction on a Tanger Outlet Center totaling approximately 317,000 square feet. Currently, we have signed leases or have leases out for signature for approximately 66% of the total square feet. The estimated total cost of19 ~~the project is approximately $61.5 million. Currently, we expect this project will be funded by operating cash flows and amounts available under our unsecured lines of credit.~~

18and 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.

~~Item~~The ~~2. Management's~~following ~~Discussion~~table ~~and~~sets ~~Analysis~~forth ofour ~~Financial~~changes ~~Condition~~in cash flows for the three months ended March 31, 2010 and ~~Results~~2009, ofrespectively ~~Operations~~(in thousands):

The discussion of our results of operations reported in the unaudited, consolidated statements of operations compares the three and nine months ended September 30, 2009 with the three and nine months ended September 30, 2008. 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.


		2010			2009			Change
Net cash provided by operating activities	$	28,614		$	30,554		$	(1,940	)
Net cash used in investing activities		(10,165	)		(43,823	)		33,658
Net cash (used in) provided by financing activities		(18,633	)		11,417			(30,050	)
Net cash decrease	$	(184	)	$	(1,852	)	$	1,668

~~Cautionary~~Operating ~~Statements~~Activities

~~Certain~~Cash ~~statements~~flow ~~made~~provided 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~~operating ~~safe~~activities ~~harbor~~decreased 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~~$1. ~~You~~9 ~~should not rely on~~million ~~forward-looking statements since they involve known and unknown risks, uncertainties and other factors which are,~~ in ~~some~~the ~~cases,~~2010 ~~beyond~~period ~~our~~compared ~~control and which could materially affect our actual results, performance or achievements. Factors which may cause actual results~~ to ~~differ~~the ~~materially~~2009 ~~from~~period ~~current~~due ~~expectations include, but are not limited~~ to, ~~those~~a ~~set~~decrease ~~forth under Item 1A – “Risk Factors”~~ in ~~our Annual Report on Form 10-K for the year ended December 31, 2008. There~~ ~~have~~ accounts ~~been~~payables noand ~~material~~accrued ~~changes to the risk factors listed there through September 30, 2009~~expenses.

~~General~~Investing ~~Overview~~Activities

AtCash ~~September~~flow ~~30,~~used ~~2009,~~in ~~our~~investing ~~consolidated~~activities ~~portfolio~~was ~~included~~lower 31in ~~wholly~~the ~~owned~~2010 ~~outlet~~period by ~~centers~~approximately in$33.7 21million ~~states~~due ~~totaling~~to ~~9.2~~the ~~million~~2009 ~~square~~period ~~feet~~including ~~compared~~the acquisition toof 30the ~~wholly~~remaining ~~owned~~50% ~~outlet~~interest ~~centers~~ in 21the ~~states~~joint ~~totaling~~venture ~~8.8~~that held ~~million~~the ~~square~~Myrtle ~~feet~~Beach atHwy ~~September 30~~17, ~~2008~~South Carolina outlet center. ~~The~~ ~~changes~~We acquired inour ~~the~~partners' ~~number~~interest for a cash purchase price of ~~outlet~~$32.0 million. ~~centers~~In addition, ~~square~~the ~~feet~~2010 ~~and~~period ~~number~~included proceeds from the sale of ~~states~~outparcels of land of approximately $602,000 while there were no ~~are~~ sales ~~due~~of tooutparcels during the ~~following events:~~2009 period.

	No. of Centers		Square Feet (000’s)			States
As of September 30, 2008		30		8,823			21
Expansion:
Commerce II, Georgia		---		23			---
Acquisition:
Myrtle Beach Hwy 17, South Carolina		1		402			---
Other		---		(26	)		---
As of September 30, 2009		31		9,222			21

Financing Activities

19The 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.

~~The~~Current ~~following table summarizes certain information for our existing outlet centers in which we have an ownership interest as of September 30, 2009. Except as noted, all properties are fee owned.~~Developments

Location	Square		%
Wholly Owned Properties	Feet		Occupied
Riverhead, New York (1)		729,315		99
Rehoboth Beach, Delaware (1)		568,868		99
Foley, Alabama		557,235		91
San Marcos, Texas		442,006		100
Myrtle Beach Hwy 501, South Carolina		426,417		90
Sevierville, Tennessee (1)		419,038		100
Myrtle Beach Hwy 17, South Carolina (1) (2)		402,442		100
Washington, Pennsylvania		370,525		88
Commerce II, Georgia		370,512		96
Hilton Head, South Carolina		368,626		90
Charleston, South Carolina		352,315		96
Howell, Michigan		324,631		95
Branson, Missouri		302,992		100
Park City, Utah		298,379		100
Locust Grove, Georgia		293,868		100
Westbrook, Connecticut		291,051		97
Gonzales, Louisiana		282,403		99
Williamsburg, Iowa		277,230		94
Lincoln City, Oregon		270,280		100
Tuscola, Illinois		256,469		81
Lancaster, Pennsylvania		255,152		99
Tilton, New Hampshire		245,563		99
Fort Myers, Florida		198,950		89
Commerce I, Georgia		185,750		58
Terrell, Texas		177,800		94
Barstow, California		171,300		100
West Branch, Michigan		112,120		96
Blowing Rock, North Carolina		104,235		100
Nags Head, North Carolina		82,178		97
Kittery I, Maine		59,694		100
Kittery II, Maine		24,619		100
Totals		9,221,963		96	(3)

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.

Unconsolidated Joint Ventures
Deer Park, New York (4)	684,851	80
Wisconsin Dells, Wisconsin	264,929	98

WHOLLY OWNED CURRENT DEVELOPMENTS

~~(1)~~New ~~These properties or a portion thereof are subject to a ground lease.~~Development

~~(2)~~During ~~Property~~the ~~serves~~first asquarter ~~collateral~~of 2010, construction continued on aour development ~~$35~~site in Mebane, North Carolina.8 ~~million~~Currently, ~~non-recourse~~we ~~mortgage~~have ~~with~~signed leases anor ~~interest~~leases ~~rate~~out for signature for approximately 77% of ~~LIBOR~~the +total square 1feet.~~40%~~ 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.

~~(3) Excludes the occupancy rate at our Washington, Pennsylvania outlet center which opened during the third quarter of 2008 and has not yet stabilized.~~20

~~(4)~~Redevelopment ~~Includes~~at aExisting ~~29,253~~Outlet ~~square foot warehouse adjacent to the shopping center.~~Centers

20During 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.

~~RESULTS~~Potential OFFuture ~~OPERATIONS~~Developments

~~Comparison~~In ofApril 2010, we made the ~~three~~decision ~~months~~to ~~ended~~terminate ~~September~~our 30option contract for a new development site located in Irving, ~~2009~~Texas. toAs the development ~~three~~is ~~months~~no ~~ended~~longer ~~September~~probable, 30we will write-off approximately $400,000 ~~2008~~of predevelopment and due diligence costs associated with the project in the second quarter of 2010.

~~BASE~~At ~~RENTALS~~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.

~~Base~~Financing rentals increased $3.6 million, or 9%, in the 2009 period compared to the 2008 period. Approximately $3.0 million of the increase related to base rent at our new outlet center in Washington, Pennsylvania which opened in August 2008 and our acquisition in January 2009 of the remaining 50% interest in the joint venture that held the Myrtle Beach Hwy 17, South Carolina center. The Myrtle Beach Hwy 17 outlet center is now wholly-owned and has been consolidated in our 2009 period results. Also, our base rental income increased due to increases in rental rates on lease renewals and incremental rents from re-tenanting vacant space. Arrangements

InAt ~~addition~~March 31, ~~termination~~2010, ~~fees~~100% of ~~approximately~~our ~~$88,000~~outstanding ~~were~~debt ~~recognized~~represented inunsecured ~~the~~borrowings ~~2009~~and 100% ~~period~~of ~~compared to $498,000 in~~ the ~~2008~~gross ~~period~~book ~~due~~value toof ~~fewer~~our ~~tenants~~real ~~terminating~~estate ~~leases~~portfolio ~~early~~was unencumbered. ~~Payments~~ ~~received~~We ~~from~~maintain ~~the~~five ~~early~~unsecured, ~~termination~~revolving lines of ~~leases~~credit that ~~are~~provide ~~recognized~~for asborrowings ~~revenue~~of ~~from~~up ~~the~~to ~~time~~$325.0 ~~the~~million, ~~payment~~all iswith expiration ~~receivable~~dates ~~until~~of ~~the~~June ~~tenant~~30, ~~vacates~~2011 ~~the space~~or later.

~~Also,~~We ~~included~~intend into ~~base~~retain ~~rentals is~~ the ~~amortization~~ability ~~from~~to ~~the~~raise ~~value~~additional ofcapital, including ~~the~~public ~~above~~debt ~~and~~or ~~below~~equity, ~~market~~to ~~leases~~pursue ~~recorded~~attractive asinvestment opportunities athat ~~result~~may ofarise ~~our~~and ~~property~~to ~~acquisitions~~otherwise asact ~~either an increase (~~in ~~the~~a ~~case~~manner ofthat ~~below~~we believe ~~market~~to ~~leases)~~be ~~or a decrease (~~in ~~the~~our ~~case~~unitholders' ofbest ~~above~~interests. ~~market~~We ~~leases)~~have tono significant ~~rental~~debt ~~income~~maturities ~~over~~until ~~the~~2011. ~~remaining~~We, ~~term~~together ofwith the ~~associated lease. The~~ ~~net~~ Company, ~~amortization~~updated ofour ~~above~~joint ~~and~~shelf ~~below~~registration ~~market~~in ~~leases~~July ~~for the~~ 2009 ~~period~~that allows ~~was~~us ~~an increase~~ to ~~base~~register ~~rentals~~unspecified amounts of ~~approximately~~different ~~$222,000. This~~classes ~~represents an increase~~ of securities ~~approximately~~on ~~$87,000,~~Form orS-3. ~~64%,~~To ~~over~~generate ~~the~~capital ~~2008~~to ~~period~~reinvest ~~amount~~into ofother attractive ~~approximately~~investment ~~$135~~opportunities,~~000. The~~ ~~increase~~we ismay ~~due~~also toconsider the ~~addition~~use of additional ~~the~~operational ~~net~~and ~~below~~developmental ~~market~~joint ~~amortization~~ventures, ~~from~~ the ~~acquired~~sale ~~leases~~or lease ~~related~~of tooutparcels ~~the~~on ~~January~~our ~~2009~~existing ~~Myrtle~~properties ~~Beach~~and ~~Hwy 17 acquisition mentioned above. If a tenant vacates its space prior to~~ the ~~contractual~~sale ~~termination~~ of certain ~~the~~properties ~~lease~~that ~~and~~do nonot ~~rental~~meet ~~payments~~our ~~are~~long-term ~~being~~investment criteria. ~~made~~Based on ~~the~~cash ~~lease,~~provided ~~any~~by ~~unamortized~~operations, ~~balance~~existing ofcredit facilities, ~~the~~ongoing ~~related~~negotiations ~~above~~with orcertain ~~below~~financial ~~market~~institutions and ~~lease~~our ~~value~~ability ~~will~~to besell ~~written~~debt ~~off~~or ~~and~~issue ~~could~~equity ~~materially~~subject ~~impact~~to ~~our~~market conditions, ~~net~~we ~~income~~believe ~~positively~~that orwe ~~negatively. At~~have ~~September~~access ~~30,~~to ~~2009,~~ the ~~net~~necessary ~~liability~~financing to ~~representing~~fund the ~~amount~~planned ofcapital ~~unrecognized~~expenditures ~~below market lease values totaled approximately $2~~during 2010.~~7 million.~~

~~PERCENTAGE~~Although ~~RENTALS~~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.

~~Percentage~~We ~~rentals,~~believe ~~which~~our ~~represent~~financing ~~revenues~~activities ~~based~~in on2009 ahave ~~percentage~~improved the strength of ~~tenants'~~our ~~sales~~balance ~~volume~~sheet ~~above~~so ~~predetermined~~that ~~levels~~we ~~(the~~can ~~"breakpoint"),~~meet ~~decreased~~our ~~$369,000,~~current expected orobligations; ~~20%~~however, ~~from~~due ~~the 2008 period~~ to the ~~2009~~uncertainty ~~period. Tenant~~and unpredictability ~~sales~~of ~~were negatively impacted by~~ the ~~general~~capital ~~weakness~~and incredit ~~the~~markets, USwe ~~economy. Reported~~can ~~tenant~~give ~~comparable~~no ~~sales~~ assurance ~~for~~that ~~our~~affordable ~~wholly~~access ~~owned~~to ~~properties~~capital ~~for~~will ~~the~~exist ~~rolling~~between ~~twelve~~now and ~~months~~2011 ~~ended~~when ~~September~~our ~~30,~~next ~~2009~~debt ~~decreased~~maturity 2occurs.0% toAs ~~$335~~a ~~per~~result, ~~square~~our ~~foot. Comparable~~current primary ~~sales~~focus is ~~defined~~to asstrengthen ~~the~~our ~~weighted~~capital ~~average~~and ~~sales~~liquidity ~~per~~position ~~square~~by controlling ~~foot~~and ~~reported~~reducing inoverhead ~~space~~costs, ~~open~~generating ~~for~~positive ~~the~~cash flows ~~full~~from ~~duration~~operations ofto ~~each~~cover ~~comparison~~our ~~period~~distributions and reducing outstanding debt.

~~EXPENSE~~Our ~~REIMBURSEMENTS~~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.

Expense reimbursements, which represent the contractual recovery from tenants of certain common area maintenance, insurance, property tax, promotional, advertising and management expenses, generally fluctuate consistently with the reimbursable property operating expenses to which they relate. Expense reimbursements, expressed21 as a percentage of property operating expenses, were 89% and 91% in the 2009 and 2008 periods, respectively. This decrease is primarily a function of our lower average occupancy rates for the portfolio during the 2009 period.

~~OTHER~~Our ~~INCOME~~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:

Other income increased $3.5 million, or 161%, in the 2009 period as compared to the 2008 period due to the sale of a land outparcel at our Washington, PA center in August 2009. The gain on sale of land outparcel, which included the assumption of a portion of the tax incremental liability associated with the property, was approximately $3.3 million. The remainder of the increase related to management fees earned from services provided to the Deer Park joint venture which opened in October 2008. This increase in fees was partially offset by a decrease in fees from services provided to the Myrtle Beach Hwy 17 joint venture which became wholly-owned in January 2009. In addition, the two new outlet centers added to the wholly-owned portfolio in 2009 mentioned above incrementally added approximately $186,000 in other vending income.


Senior unsecured notes financial covenants	Required		Actual
Total 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	%

~~PROPERTY~~On ~~OPERATING~~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.

Property operating expenses increased $1.3 million, or 6%, in the 2009 period as compared to the 2008 period. The majority of increase is due to approximately $933,000 of incremental operating costs from our new Washington, PA outlet center and the now whollyOff-~~owned~~Balance ~~Myrtle~~Sheet Beach Hwy 17, SC outlet center. The remaining increase is due to higher costs related to operating our mall offices at the outlet centers in our portfolio as compared to the corresponding period in 2008.Arrangements

21The following table details certain information as of March 31, 2010 about various unconsolidated real estate joint ventures in which we have an ownership interest:

GENERAL AND ADMINISTRATIVE


Joint Venture	Center Location	Opening Date	Ownership %	Square Feet	Carrying Value of Investment (in millions)	Total Joint Venture Debt (in millions)
Deer Park	Deer Park, Long Island, NY	2008	33.3%	683,033	$2.8	$267.2

Wisconsin Dells	Wisconsin Dells, Wisconsin	2006	50%	265,061	$5.3	$25.3

~~General~~We ~~and~~may ~~administrative~~issue ~~expenses~~guarantees ~~increased~~for ~~$9.5~~the ~~million,~~debt orof ~~154%,~~a injoint ~~the~~venture ~~2009~~in ~~period~~order asfor the ~~compared~~joint venture to ~~the~~obtain ~~2008~~funding ~~period. The~~or ~~increase~~to isobtain ~~due~~funding toat ~~approximately~~a ~~$10.3~~lower cost ~~million~~than incould ~~executive~~be ~~severance~~obtained ~~consisting~~otherwise. ofWe aare ~~cash~~party ~~payment~~to ofa ~~$3.4~~limited joint ~~million~~ and ~~$6.9~~several ~~million~~guarantee ofwith ~~share-based~~respect ~~compensation~~to ~~from~~ the ~~accelerated~~Wisconsin ~~vesting~~Dells ~~of restricted~~joint ~~common~~ venture ~~shares. Excluding~~loan, ~~this~~which ~~charge,~~currently ashas a ~~percentage~~balance of ~~total~~$25.3 ~~revenues,~~million. ~~general~~We ~~and~~are also ~~administrative~~party ~~expenses~~to ~~were~~limited 8%joint and ~~10%~~several inguarantees ~~the~~with ~~2009~~respect ~~and~~to the ~~2008~~loans ~~periods,~~obtained ~~respectively. Decreases~~by inthe ~~corporate~~Deer ~~overhead~~Park ~~partially~~joint ~~offset~~venture ~~the~~which ~~increase~~currently have ~~for~~a ~~the~~balance ~~2009~~of ~~period~~$267.2 million.

~~DEPRECIATION~~Each ~~AND~~of ~~AMORTIZATION~~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.

Depreciation and amortization increased $4.9 million, or 32%, in the 2009 period compared to the 2008 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. Based on our current redevelopment timeline,22 we determined that the estimated remaining useful life of the existing outlet center is approximately three years. As a result of this change in useful lives, additional depreciation and amortization of approximately $2.0 million was recognized during the three months ended September 30, 2009. The accelerated depreciation and amortization reduced income from continuing operations and net income by approximately $.09 per unit for the three months ended September 30, 2009. The majority of the remaining increase is due the addition of the Washington, PA and Myrtle Beach Hwy 17, SC centers to the wholly-owned portfolio, representing $2.7 million of depreciation and amortization.

~~INTEREST~~The ~~EXPENSE~~following table details our share of the debt maturities of the unconsolidated joint ventures as of March 31, 2010 (in thousands):

Interest expense decreased $1.1 million, or 11%, in the 2009 period compared to the 2008 period. The decrease is primarily related to the extinguishment of a principal amount of $142.3 million of exchangeable notes through the issuance of equity described below and the issuance of 3.45 million Company common shares in August 2009, proceeds of which were used to reduce amounts outstanding under our unsecured lines of credit. Also, a significant portion of our outstanding debt is comprised of unsecured lines of credit which incur interest based on the LIBOR index plus a credit spread. The 2009 period has seen unprecedented low LIBOR index levels which have reduced the overall borrowing rate associated with our lines of credit.


Joint Venture	Our Portion of Joint Venture Debt	Maturity Date	Interest Rate
Deer Park	$89,073	May 2011 (1)	Libor + 1.375-3.50%
Wisconsin Dells	$12,625	December 2012	Libor + 3.00%

~~EQUITY~~(1) The INDeer ~~EARNINGS~~Park ~~(LOSSES)~~mortgage OFhas ~~UNCONSOLIDATED~~a ~~JOINT~~one-year ~~VENTURES~~extension option which is exercisable at the May 17, 2011 initial maturity date subject to certain qualifications.

~~Equity~~Critical inAccounting ~~earnings~~Policies of unconsolidated joint ventures decreased $528,000 in the 2009 period compared to the 2008 period. The decrease is due mainly to our equity in the losses incurred by the Deer Park property, which opened during October 2008, due to depreciation charges and leverage on the project. We expect results to improve during the stabilization of the property. In addition, the 2009 period does not include any equity in earnings from the Myrtle Beach Hwy 17 joint venture as we acquired the remaining 50% interest in January 2009.Estimates

~~Comparison~~Refer to our 2009 Annual Report on Form 10-K for a discussion of ~~the~~our critical ~~nine~~accounting ~~months~~policies ~~ended~~which ~~September~~include 30principles of consolidation, ~~2009~~acquisition toof ~~the~~real ~~nine~~estate, ~~months~~cost ~~ended~~capitalization, impairment ~~September~~of ~~30,~~long-lived ~~2008~~assets and revenue recognition. There have been no material changes to these policies in 2010.

~~BASE~~Related ~~RENTALS~~Party Transactions

~~Base~~As ~~rentals~~noted ~~increased~~above ~~$14.1~~in ~~million~~"Off-Balance Sheet Arrangements", orwe 12are 50%, inowners of the ~~2009~~Wisconsin ~~period~~Dells ~~compared~~joint toventure ~~the~~and ~~2008~~a ~~period~~33. ~~Approximately~~3% ~~$10.0~~owner ~~million~~in of the ~~increase~~Deer Park ~~related~~joint toventure. ~~base~~These ~~rent~~joint atventures ~~our~~pay ~~new~~us ~~outlet~~management, ~~center~~leasing, marketing inand ~~Washington~~development fees, ~~Pennsylvania~~ which ~~opened~~we inbelieve ~~August~~approximate ~~2008~~current market ~~and~~rates, ~~our~~for ~~acquisition~~services inprovided ~~January~~to ~~2009 of~~ the ~~remaining~~joint ~~50%~~ventures. ~~interest~~During in the ~~joint~~ ~~venture~~ three ~~that~~months ~~held~~ended ~~the~~March ~~Myrtle Beach Hwy 17~~31, ~~South~~2010 ~~Carolina center. The Myrtle Beach Hwy 17 outlet center is now wholly-owned~~ and ~~has been consolidated in our~~ 2009, ~~period results. Also~~respectively, ~~our~~we ~~base~~recognized ~~rental~~the ~~income~~following ~~increased~~fees ~~due to increases~~ (in ~~rental rates on lease renewals and incremental rents from re-tenanting vacant space.~~ thousands):

In addition, termination fees of approximately $1.0 million were recognized in the 2009 period compared to $829,000 in the 2008 period. 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.


		Three months ended
		March 31,
		2010		2009
Fee:
Management and leasing	$	464	$	471
Marketing		41		39
Total Fees	$	505	$	510

~~Also,~~Tanger ~~included~~Family inLimited ~~base~~Partnership ~~rentals~~ is ~~the~~a ~~amortization~~related ~~from~~party ~~the~~which ~~value~~holds ~~of the above and below market leases recorded as~~ a limited ~~result~~partnership ofinterest ~~our~~in, ~~property~~and ~~acquisitions~~is asthe ~~either~~noncontrolling ~~an increase (~~interest in the ~~case~~Operating ofPartnership. ~~below~~Stanley ~~market~~K. ~~leases)~~Tanger, orthe aCompany's founder ~~decrease~~and ~~(in~~a ~~the~~current ~~case~~member of ~~above~~the ~~market~~Board ~~leases)~~of toDirectors, ~~rental~~is ~~income over~~ the ~~remaining~~sole general ~~term~~partner of ~~the~~Tanger ~~associated~~Family ~~lease~~Limited Partnership. ~~If a~~ ~~tenant~~The ~~vacates~~only material ~~its~~related ~~space~~party ~~prior~~transaction towith ~~the~~Tanger ~~contractual~~Family ~~termination~~Limited Partnership ofis the ~~lease~~payment ~~and~~of noquarterly ~~rental~~distributions ~~payments~~of ~~are~~earnings which ~~being~~were ~~made~~$2.3 onmillion ~~the~~for ~~lease,~~each ~~any unamortized balance~~ of the ~~related~~three ~~above~~months orended ~~below~~March ~~market~~31, ~~lease~~2010 ~~value will be written off~~ and ~~could materially impact our net income positively or negatively. At September 30,~~ 2009, ~~the net liability representing the amount of unrecognized below market lease values totaled approximately $2~~respectively.~~7 million.~~

22Funds From Operations

~~PERCENTAGE~~Funds ~~RENTALS~~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.

~~Percentage~~FFO ~~rentals,~~is ~~which~~intended ~~represent~~to ~~revenues~~exclude ~~based~~historical oncost adepreciation ~~percentage~~ of ~~tenants'~~real estate ~~sales~~as ~~volume~~required ~~above~~by ~~predetermined~~Generally ~~levels~~Accepted ~~(the~~Accounting ~~"breakpoint")~~Principles, ~~decreased $419~~or GAAP,~~000,~~ orwhich ~~10%~~assumes ~~from~~that the ~~2008~~value ~~period~~of toreal ~~the~~estate ~~2009~~assets ~~period. Tenant~~diminishes ratably ~~sales~~over ~~were~~time. ~~negatively~~Historically, ~~impacted~~however, byreal ~~the~~estate ~~general~~values ~~weakness~~have risen inor ~~the~~fallen USwith ~~economy~~market conditions. ~~Reported~~ ~~tenant~~Because ~~comparable~~FFO excludes ~~sales~~ depreciation ~~for~~and ~~our~~amortization ~~wholly~~unique ~~owned~~to ~~properties~~real ~~for~~estate, ~~the~~gains ~~rolling~~and ~~twelve~~losses from ~~months~~property ~~ended~~dispositions ~~September~~and 30extraordinary items, ~~2009~~it ~~decreased~~provides ~~2.0%~~a performance tomeasure ~~$335~~that, ~~per~~when ~~square~~compared ~~foot. Comparable~~year ~~sales~~over isyear, ~~defined~~reflects as the impact ~~weighted~~to ~~average~~operations ~~sales~~from ~~per~~trends ~~square~~in ~~foot~~occupancy ~~reported~~rates, inrental ~~space~~rates, operating ~~open~~costs, ~~for~~development ~~the~~activities ~~full~~and ~~duration~~interest ofcosts, ~~each~~providing perspective ~~comparison~~not ~~period~~immediately apparent from net income.

~~EXPENSE~~We ~~REIMBURSEMENTS~~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

Expense reimbursements, which represent the contractual recovery from tenants of certain common area maintenance, insurance, property tax, promotional, advertising and management expenses, generally fluctuate consistently with the reimbursable property operating expenses to which they relate. Expense reimbursements, expressed23 as a percentage of property operating expenses, were 89% and 90% in the 2009 and 2008 periods, respectively. This decrease is primarily a function of our lower average occupancy rates for the portfolio during the 2009 period.

~~OTHER~~as ~~INCOME~~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.

~~Other~~FFO ~~income~~has ~~increased~~significant ~~$4.2~~limitations ~~million, or 81%, in the 2009 period~~ as ~~compared~~an toanalytical ~~the~~tool, ~~2008~~and ~~period~~you ~~due~~should not toconsider ~~the~~it ~~sale of a land outparcel at our Washington, PA center~~ in ~~August 2009. The gain on sale of land outparcel~~isolation, ~~which~~or ~~included~~as ~~the~~a ~~assumption~~substitute offor aanalysis ~~portion~~ of ~~the~~our results ~~tax~~as ~~incremental~~reported ~~liability~~under ~~associated with the property, was approximately $3~~GAAP.3 ~~million.~~Some ~~The remainder~~ of ~~the~~these ~~increase~~limitations related to management fees earned from services provided to the Deer Park joint venture which opened in October 2008. This increase in fees was partially offset by a decrease in fees from services provided to the Myrtle Beach Hwy 17 joint venture which became wholly-owned in January 2009. In addition, the two new outlet centers added to the wholly-owned portfolio mentioned above incrementally added approximately $421,000 in other vending income.are:

~~PROPERTY~~FFO ~~OPERATING~~does not reflect our cash expenditures, or future requirements, for capital expenditures or contractual commitments;
~~Property~~FFO ~~operating~~does ~~expenses~~not ~~increased~~reflect ~~$6.5~~changes ~~million~~in, or ~~11%,~~cash inrequirements ~~the 2009 period as compared to the 2008 period. The increase is due primarily to the $5.1 million of incremental operating costs from our new Washington~~for, ~~PA outlet center and the now wholly-owned Myrtle Beach Hwy 17, SC outlet center. Also, in the first nine months~~our of working ~~2009~~capital we incurred an increase of approximately $400,000 in snow removal costs and higher costs related to operating our mall offices at the outlet centers in our portfolio as compared to the corresponding period in 2008.needs;
~~GENERAL~~Although ~~AND~~depreciation ~~ADMINISTRATIVE~~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;
~~General~~FFO, ~~and~~which ~~administrative~~includes ~~expenses~~discontinued ~~increased $10.4 million~~operations, ormay ~~60%,~~not inbe ~~the~~indicative ~~2009 period as compared to the 2008 period. The increase is due to approximately $10.3 million in executive severance consisting~~ of ~~a cash payment of $3.4 million and $6.9 million of share-based compensation from the accelerated vesting of restricted~~ ~~common~~ our ~~shares. Excluding~~ongoing ~~this~~operations; ~~charge, as a percentage of total revenues, general~~ and ~~administrative expenses were 9% and 10% in the 2009 and 2008 periods, respectively. Decreases in corporate overhead partially offset the increase for the 2009 period.~~
~~DEPRECIATION~~Other ~~AND~~companies ~~AMORTIZATION~~in our industry may calculate FFO differently than we do, limiting its usefulness as a comparative measure.

~~Depreciation~~Because ~~and~~of ~~amortization~~these ~~increased $14.7 million~~limitations, orFFO ~~32%,~~should innot ~~the~~be ~~2009~~considered ~~period~~as ~~compared~~a measure ~~to the 2008 period. During the first quarter~~ of ~~2009,~~discretionary wecash ~~obtained~~available ~~approval~~to ~~from~~us ~~Beaufort County, South Carolina~~ to ~~implement~~invest ain ~~redevelopment plan at~~ the ~~Hilton Head I, SC outlet center. Based on our current redevelopment timeline,~~growth ~~we determined that the estimated remaining useful life~~ of ~~the~~our ~~existing~~business ~~outlet~~or ~~center~~our isdistribution ~~approximately~~paying ~~three years~~capacity. As aWe ~~result~~compensate for ofthese ~~this~~limitations change in useful lives, additional depreciation and amortization of approximately $4.5 million was recognized during the nine months ended September 30, 2009. The accelerated depreciation and amortization reduced income from continuing operations and net income by ~~approximately~~relying ~~$.22~~primarily ~~per~~on ~~unit~~our ~~for~~GAAP ~~the~~results ~~nine months ended September 30, 2009. The majority~~and of using ~~the~~FFO ~~remaining~~only ~~increase is due the addition of the Washington, PA and Myrtle Beach Hwy 17, SC centers to the wholly-owned portfolio, representing $9~~supplementally.~~3 million of depreciation and amortization.~~

~~INTEREST~~Below ~~EXPENSE~~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):

The decrease is primarily related to the extinguishment of a principal amount of $142.3 million of Exchangeable Notes through the issuance of equity described below and the issuance of 3.45 million Company common shares in August 2009, the proceeds of which were used to reduce amounts outstanding under our unsecured lines of credit. Also, a significant portion of our outstanding debt is comprised of unsecured lines of credit which incur interest based on the LIBOR index plus a credit spread. The 2009 period has seen unprecedented low LIBOR index levels which have reduced the overall borrowing rate associated with our lines of credit.


		Three Months Ended March 31,
		2010			2009
FUNDS FROM OPERATIONS
Net income (1)	$	3,003		$	36,468
Adjusted for:
Depreciation and amortization uniquely significant to real estate — wholly-owned		26,412			20,278
Depreciation and amortization uniquely significant to real estate — unconsolidated joint ventures		1,265			1,166
Gain on fair value measurement of previously held interest in acquired joint venture		---			(31,497	)
Funds from operations (FFO)		30,680			26,415
Preferred unit distributions		(1,406	)		(1,406	)
Allocation of earnings to participating securities		(268	)		(306	)
Funds from operations available to common unitholders	$	29,006		$	24,703
Weighted average units outstanding (2)		23,092			18,708
Funds from operations available to common unitsholders per unit - diluted	$	1.26		$	1.32

~~IMPAIRMENT~~(1) Includes ~~CHARGE~~gain on sale of outparcel of land of $161 for the three months ended March 31, 2010.

~~During~~(2) Includes the ~~second~~dilutive ~~quarter~~effect ~~2009, we determined for our Commerce I, GA outlet center that the estimated future undiscounted cash flows~~ of ~~that~~options ~~property did not exceed the property’s carrying value based on deteriorating amounts of net operating income~~ and ~~the~~exchangeable ~~expectation that the occupancy rate of the property will significantly decrease in future periods~~notes. Therefore, we recorded a $5.2 million non-cash impairment charge in our consolidated statement of operations which equaled the excess of the property’s carrying value over its fair value. We determined the fair value using a market approach whereby we considered the prevailing market income capitalization rates and sales data for transactions involving similar assets. There were no such charges during the 2008 period.

23Economic Conditions and Outlook

~~GAIN~~The ONmajority ~~EARLY~~of ~~EXTINGUISHMENT~~our OFleases ~~DEBT~~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.

In May 2009, Exchangeable Notes of the Operating Partnership in the principal amount of $142.3 million and a carrying amount of $135.3 million were exchanged for Company common shares, representing approximately 95.2% of the total Exchangeable Notes outstanding prior to the exchange offer. In the aggregate, the exchange offer24 resulted in the issuance of approximately 4.9 million Company common shares and the payment of approximately $1.2 million in cash for accrued and unpaid interest and in lieu of fractional shares. Following settlement of the exchange offer, Exchangeable Notes in the principal amount of approximately $7.2 million remained outstanding. In connection with the exchange offering, we recognized in income from continuing operations and net income a gain on early extinguishment of debt in the amount of $10.5 million.

~~GAIN~~While ONwe ~~FAIR~~believe ~~VALUE~~outlet ~~MEASUREMENT~~stores OFwill ~~PREVIOUSLY~~continue ~~HELD~~to ~~INTEREST~~be INa ~~ACQUIRED~~profitable ~~JOINT~~and fundamental ~~VENTURE~~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.

OnDuring ~~January 5~~2010, ~~2009,~~ we ~~purchased~~have ~~the~~approximately ~~remaining~~1.5 ~~50%~~million ~~interest~~square infeet, ~~the~~or ~~Myrtle~~16%, of ~~Beach~~our ~~Hwy~~wholly-owned 17portfolio ~~joint~~coming ~~venture~~up for ~~a cash price of $32~~renewal.0 ~~million~~During ~~which was net of~~ the ~~assumption~~first quarter of ~~the~~2010, ~~existing~~we ~~mortgage~~renewed ~~loan~~approximately 43% of ~~$35~~the 1.85 million~~. The~~ square ~~acquisition~~feet ~~was~~that ~~funded~~came byup ~~amounts~~for ~~available~~renewal ~~under~~with ~~our~~the ~~unsecured~~existing ~~lines~~tenants ofat ~~credit. We had owned~~ a ~~50%~~ ~~interest~~ 9% increase in the ~~Myrtle~~average ~~Beach~~base ~~Hwy~~rental 17rate ~~joint~~compared ~~venture~~to ~~since its formation in 2001 and accounted for it under~~ the ~~equity method~~expiring rate. ~~The~~ ~~joint~~We ~~venture~~also isre-tenanted ~~now~~227,000 ~~100%~~square ~~owned~~feet byat usa ~~and~~23% isincrease ~~consolidated~~ in the ~~2009. The~~average ~~acquisition~~base ~~was~~rental ~~accounted~~rate. ~~for~~In ~~under~~addition, ~~the~~we ~~new~~continue ~~guidance~~to ~~for~~attract ~~acquisitions~~and retain ~~which~~additional ~~was~~tenants. ~~effective~~If ~~January~~we 1,were ~~2009. Under~~unable ~~this~~to ~~guidance,~~successfully werenew ~~recorded~~or release a ~~gain~~significant amount of ~~$31.5~~this ~~million~~space ~~which~~on ~~represented~~favorable ~~the~~economic terms, ~~difference between~~ the ~~fair~~loss ~~market~~in ~~value~~rent ofcould ~~our~~have ~~previously~~a ~~owned~~material ~~interest~~adverse ~~and~~effect ~~its~~on ~~cost~~our results ~~basis~~of operations.

~~LOSS~~Given ONcurrent ~~SETTLEMENT~~economic OFconditions USit ~~TREASURY~~may ~~RATE~~take ~~LOCKS~~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.

~~During~~Our ~~the~~outlet ~~second~~centers ~~quarter~~typically ofinclude ~~2008~~well-known, wenational, ~~settled~~brand ~~two~~name companies. ~~interest~~By ~~rate~~maintaining ~~lock~~a ~~protection~~broad ~~agreements~~base ~~which~~of ~~were~~well-known ~~intended~~tenants toand ~~fix~~a geographically ~~the~~diverse USportfolio ~~Treasury index at an average rate~~ of ~~4.62%~~properties ~~for~~located anacross ~~aggregate~~the United ofStates, ~~$200~~we ~~million~~reduce ofour ~~new~~operating ~~debt~~and ~~for~~leasing ~~10 years from July 2008~~risks. We ~~originally~~No ~~entered~~one tenant ~~into~~(including ~~these~~affiliates) ~~agreements~~accounts infor ~~2005~~more inthan ~~anticipation~~9% of aour ~~public debt~~square ~~offering~~ feet ~~during~~or ~~2008,~~6% ~~based~~of onour ~~the~~combined 10base ~~year~~and USpercentage ~~Treasury~~rental ~~rate~~revenues. ~~Upon~~ Accordingly, ~~the~~we ~~closing~~do ofnot ~~the~~expect ~~LIBOR~~any ~~based~~material ~~unsecured~~adverse ~~term~~impact ~~loan~~on ~~facility,~~our results weof ~~determined~~operations ~~that~~and wefinancial ~~were~~condition ~~unlikely~~as ~~to execute such~~ a USresult ~~Treasury based debt offering. The settlement~~ of ~~the~~leases to ~~interest~~be ~~rate~~renewed ~~lock~~or ~~protection~~stores ~~agreements,~~to atbe areleased. ~~total~~As ~~cost~~ of ~~$8.9~~March ~~million~~31, ~~was~~2010 ~~reflected~~and as2009, arespectively, ~~loss~~occupancy onat ~~settlement of US treasury rate locks in~~ our ~~consolidated~~wholly-owned ~~statements~~centers ofwas ~~operations~~95% and 94%.

~~EQUITY~~Item IN3. ~~EARNINGS~~Quantitative ~~(LOSSES)~~and OFQualitative ~~UNCONSOLIDATED~~Disclosures ~~JOINT~~about ~~VENTURES~~Market Risk

~~Equity~~Market in earnings (losses) of unconsolidated joint ventures decreased $2.9 million in the 2009 period compared to the 2008 period. The decrease is due mainly to our equity in the losses incurred by the Deer Park property, which opened during October 2008, due to depreciation charges and leverage on the project. We expect results to improve during the stabilization of the property. In addition, the 2009 period does not include any equity in earnings from the Myrtle Beach Hwy 17 joint venture as we acquired the remaining 50% interest in January 2009.Risk

~~LIQUIDITY~~We ~~AND~~are ~~CAPITAL~~exposed ~~RESOURCES~~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.

~~Operating~~In ~~Activities~~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.

~~Property~~As ~~rental~~of ~~income~~March ~~represents~~31, ~~our~~2010, ~~primary~~approximately ~~source~~16% of ~~net~~our ~~cash~~outstanding ~~provided~~debt byhad ~~operating~~variable ~~activities. Rental~~interest rates ~~and~~that ~~occupancy~~were ~~rates~~not ~~are~~covered ~~the~~by ~~primary~~an ~~factors~~interest ~~that~~rate ~~influence~~derivative ~~property~~agreement and ~~rental~~was ~~income~~therefore ~~levels. Since~~subject ~~the~~to ~~2008~~market ~~period,~~fluctuations. weAn ~~have~~increase ~~added~~in ~~two~~the LIBOR ~~outlet~~rate ~~centers~~of to100 basis ~~our~~points ~~wholly-owned~~would ~~portfolio~~result ~~thus~~in ~~increasing~~an ~~our~~increase ~~cash provided~~of by approximately ~~operations. In addition~~$934,000 ~~our~~in ~~rental~~interest ~~rates~~expense ~~upon~~on ~~renewal~~an ~~and~~annual ~~re-tenanting~~basis. ~~have~~The information ~~increased~~presented inherein ~~each~~is ofmerely ~~the~~an ~~periods~~estimate ~~between the 2008 period~~ and ~~the~~has ~~2009~~limited predictive ~~period~~value. ~~These~~ As ~~two~~a ~~factors~~result, ~~have~~the ~~more~~ultimate ~~than~~effect ~~offset~~upon ~~the~~our operating ~~slight~~results ~~decrease~~of ininterest ~~overall~~rate ~~portfolio~~fluctuations ~~occupancy~~will depend on athe interest ~~comparative~~rate ~~basis~~exposures ~~between~~that ~~the~~arise ~~periods. The~~during ~~2008~~the period, ~~also~~our ~~included~~hedging strategies aat ~~cash~~that ~~payment~~time ofand ~~$8.9~~future ~~million~~changes ~~for~~in the ~~settlement~~level of ~~two US treasury rate lock derivative contracts~~interest rates.

~~Investing Activities~~25

~~Cash~~The ~~flow~~estimated ~~used~~fair invalue ~~investing~~of ~~activities~~our ~~was~~debt, ~~higher~~consisting inof ~~the~~senior ~~2008~~unsecured notes, ~~period~~exchangeable bynotes, ~~$49.6~~unsecured ~~million~~term ~~due~~credit tofacilities ~~additions~~and unsecured tolines ~~rental~~of ~~property~~credit, ~~from~~at ~~construction~~March ~~expenditures~~31, ~~related~~2010 toand ~~our~~December ~~Washington~~31, PA2009 ~~outlet~~was ~~center~~$544.4 ~~which~~million ~~opened~~and in$567.0 ~~August~~million, ~~2008~~respectively, and ~~two~~its recorded ~~major~~value ~~renovation~~was ~~projects~~$584.8 ~~which~~million ~~were~~and ~~on-going~~$584.6 ~~during~~million, ~~most~~respectively. ofA 1% ~~the~~increase ~~2008~~from ~~period. There~~prevailing ~~were~~interest norates ~~significant renovation~~at orMarch ~~construction~~31, ~~projects~~2010 ~~during~~and ~~the~~December 31, 2009 ~~period. However,~~would ~~the~~result ~~2009~~in ~~period~~a ~~includes~~decrease ~~the~~in ~~acquisition~~fair value of ~~the~~total ~~remaining~~debt ~~50%~~of approximately ~~interest~~$17.7 inmillion ~~the~~and ~~joint~~$17.1 ~~venture~~million, ~~that~~respectively. ~~held~~Fair values ~~the~~were ~~Myrtle~~determined, ~~Beach~~based ~~Hwy~~on 17level 2 inputs, ~~South~~using ~~Carolina~~discounted cash ~~center~~flow atanalyses awith ~~cash~~an ~~purchase~~interest ~~price~~rate or credit spread similar to that of ~~$32.0~~current ~~million~~market borrowing arrangements.

24Item 4. Controls and Procedures

~~Financing~~Based ~~Activities~~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.

Cash provided by financing activities declined from the 2008 period to the 2009 period as our construction activities were significantly less on a comparable basis. The 2009 period includes the financing of the Myrtle Beach Hwy 17 joint venture acquisition mentioned above. The cash proceeds from the 2009 period common26 ~~share issuance were used almost entirely to repay amounts outstanding under our unsecured lines of credit.~~

~~Current~~PART ~~Developments~~II. ~~and~~OTHER ~~Dispositions~~INFORMATION

WeItem ~~intend to continue to grow our portfolio by developing, expanding or acquiring additional outlet centers~~1. In ~~the~~Legal 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” 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.Proceedings

~~WHOLLY~~Neither ~~OWNED~~the ~~CURRENT~~Operating ~~DEVELOPMENTS~~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.

~~Expansions~~Item at1A. ~~Existing~~Risk ~~Centers~~Factors

~~During~~There ~~the~~have ~~second~~been ~~quarter~~no ofmaterial ~~2009,~~changes wefrom ~~completed~~the ~~construction~~risk offactors adisclosed in ~~23,000~~the ~~square~~"Risk ~~foot~~Factors" ~~expansion~~section atof our ~~Commerce~~Annual ~~II,~~Report ~~Georgia~~on ~~outlet~~Form ~~center. The~~10-K ~~majority of~~ for the ~~tenants~~year ~~opened~~ended ~~during~~December ~~the~~31, ~~second quarter of~~ 2009.

~~New~~Item ~~Developments~~6. Exhibits

In October 2009, we closed on our development site in Mebane, North Carolina and have begun construction on a Tanger Outlet Center totaling approximately 317,000 square feet. Currently, we have signed leases or have leases out for signature for approximately 66% of the total square feet. The estimated total cost of the project is approximately $61.5 million and we expect the center to be open in time for the 2010 holiday season. Currently, we expect this project will be funded by operating cash flows and amounts available under our unsecured lines of credit.Exhibits

Potential Future Developments


	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.

In addition, we currently have an option for a new development site located in Irving, Texas, which would be our third in the state. The site is strategically located west of Dallas at the North West quadrant of busy State Highway 114 and Loop 12 and will be the first major project planned for the Texas Stadium Redevelopment Area. It is also adjacent to the upcoming DART light rail line (and station stop) connecting downtown Dallas to the Las Colinas Urban Center, the Irving Convention Center and the Dallas/Fort Worth Airport. At this time, we are in the initial study period on the Irving, TX project. As such, there can be no assurance that this site will ultimately be developed. This project, 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.SIGNATURES

~~Financing~~Pursuant ~~Arrangements~~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.

AtTANGER ~~September~~PROPERTIES ~~30,~~LIMITED 2009, approximately 94% of our outstanding debt represented unsecured borrowings and approximately 95% of the gross book value of our real estate portfolio was unencumbered. We maintain unsecured, revolving lines of credit that provided for unsecured borrowings of up to $325.0 million, all with expiration dates of June 30, 2011 or later.PARTNERSHIP

InBy: ~~May~~TANGER ~~2009,~~GP ~~Exchangeable Notes of the Operating Partnership in the principal amount of $142.3 million and a carrying amount of $135.3 million were exchanged for Company common shares~~TRUST, ~~representing~~its ~~approximately~~sole ~~95.2%~~general of the total Exchangeable Notes outstanding prior to the exchange offer. In the aggregate, the exchange offer resulted in the issuance of approximately 4.9 million Company common shares and the payment of approximately $1.2 million in cash for accrued and unpaid interest and in lieu of fractional shares. The Operating Partnership issued approximately 2.4 million partnership units to the Company in consideration for the Company’s issuance of common shares to retire the Exchangeable Notes. Following settlement of the exchange offer, Exchangeable Notes in the principal amount of approximately $7.2 million remained outstanding. In connection with the exchange offering, we recognized in income from continuing operations and net income a gain on early extinguishment of debt in the amount of $10.5 million.partner

25By: /s/ Frank C. Marchisello, Jr.

InFrank ~~August 2009, the Company completed a common share offering of 3~~C.45 ~~million shares at a price of $35.50 per share~~Marchisello, ~~with net proceeds of approximately $116~~Jr.8 million. Net proceeds from the sale were contributed to the Operating Partnership in exchange for 87,000 common general partnership units and 1,638,000 common limited partnership units. We used the net proceeds to repay borrowings under our unsecured lines of credit and for general corporate purposes.

InVice ~~September 2009~~President, ~~Moody's~~Treasurer ~~Investors Service affirmed its Baa3 senior unsecured rating for the Operating Partnership~~ and ~~revised~~Assistant ~~the rating outlook for the Company to positive from stable.~~Secretary

WeDATE: ~~intend~~May ~~to retain the ability to raise additional capital~~7, 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 statement 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, together with the Company, 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 2009 and 2010.

We anticipate that adequate cash will be available to fund our operating and administrative expenses, regular debt service obligations, and the payment of distributions in order for the Company to maintain its status as a REIT for both the short and long-term. Although we receive most of our rental payments on a monthly basis,27 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.

WeExhibit believe our current balance sheet position is financially sound; however, due to the current weakness in 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 significant debt maturities occur. As a result, our current primary focus is to strengthen our capital and liquidity position by controlling and reducing construction and overhead costs, generating positive cash flows from operations to cover our distributions and reducing outstanding debt.Index

On October 8, 2009, the Board of Trustees of Tanger GP Trust, acting in its capacity as our general partner, declared a $.7650 cash distribution per common unit payable on November 13, 2009 to each unitholder of record on October 30, 2009. The Trustees of Tanger GP Trust also declared a $.46875 cash distribution per 7.5% Class C Cumulative Preferred Unit payable on November 16, 2009 to holders of record on October 30, 2009.


	Exhibit No.			Description
	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.

~~Off-Balance Sheet Arrangements~~28

The following table details certain information as of September 30, 2009 about various unconsolidated real estate joint ventures in which we have an ownership interest:

Joint Venture	Center Location	Opening Date	Ownership %	Square Feet	Carrying Value of Investment (in millions)	Total Joint Venture Debt (in millions)
Deer Park	Deer Park, Long Island, New York	2008	33.3%	684,851	$3.8	$267.2
Wisconsin Dells	Wisconsin Dells, Wisconsin	2006	50%	264,929	$5.7	$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 joint and several guarantee with respect to the construction loan obtained by the Wisconsin Dells joint venture during the first quarter of 2006, which currently has a balance of $25.3 million. We are also party to a joint and several guarantee 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.

The following table details our share of the debt maturities of the unconsolidated joint ventures as of September 30, 2009 (in thousands):

Joint Venture	Our Portion of Joint Venture Debt	Maturity Date	Interest Rate
Deer Park	$89,073	5/17/2011(1)	Libor + 1.375-3.50%
Wisconsin Dells	$12,625	2/24/2010(2)	Libor + 1.30%

(1) The Deer Park mortgage has a one-year extension option which is exercisable at the May 17, 2011 initial maturity date.

(2) In October 2009, Wells Fargo Bank agreed to refinance the $25.3 million mortgage for a term of three years at a rate of the Libor index plus 3.00%. The loan also includes two one-year extensions.

In June 2009, the two interest rate swaps entered into by Deer Park with a notional amount totaling $170.0 million that had fixed the LIBOR index at an average of 5.38% related to Deer Park’s $284.0 million construction loan expired. At that time, a forward starting interest rate cap originally purchased by Deer Park in February 2009 replaced these interest rate protection agreements as a hedge of interest rate risk. The agreement caps the 30-day LIBOR index at 4% on a notional amount of $240.0 million at a cost approximately $290,000 for a period through April 2011. This change in cash flow hedge strategy allows Deer Park to take advantage of the historically low LIBOR index on its construction loan while still having protection against dramatic increases in interest rates. The interest rate on our construction loan including the credit spread as of September 30, 2009 was 1.62%.

Critical Accounting Policies and Estimates

Refer to our 2008 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 2009.

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 currently and were a 50% owner of Myrtle Beach Hwy 17 during 2008. 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 and nine months ended September 30, 2009 and 2008, respectively, we recognized the following fees (in thousands):

		Three Months Ended		Nine Months Ended
		September 30,		September 30,
		2009	2008	2009	2008
Fee:
	Management and leasing	$ 462	$ 405	$ 1,427	$ 898
	Marketing	35	28	114	93
Total Fees		$ 497	$ 433	$ 1,541	$ 991

Recently Issued Accounting Pronouncements

On July 1, 2009, the FASB Accounting Standards Codification became the authoritative source of accounting principles to be applied to financial statements prepared in accounting with GAAP. In accordance with the Codification, citations to accounting literature in this report are presented in plain English.

In May 2009, accounting guidance concerning subsequent events was issued that sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The disclosure of the date through which an entity has evaluated subsequent events and the basis for that date must be disclosed. This disclosure should alert all users of financials statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. The guidance is effective for financial periods ending after June 15, 2009. We adopted the requirements during the second quarter of 2009.

In April 2009, amended accounting guidance was issued to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual financial statements. The guidance is effective for interim periods ending after June 15, 2009. Prior period presentation is not required for comparative purposes at initial adoption. We adopted the requirements during the second quarter of 2009.

In June 2009, amended guidance was issued related to the consolidation of variable-interest entities. These amendments require an enterprise to qualitatively assess the determination of the primary beneficiary of a variable interest entity (“VIE”) based on whether the entity (1) has the power to direct matters that most significantly impact the activities of the VIE, and (2) has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE. The amendments change the consideration of kick-out rights in determinig if an entity is a VIE which may cause certain additional entities to now be considered VIEs. Additionally, they require an ongoing reconsideration of the primary beneficiary and provide a framework for the events that trigger a reassessment of whether an entity is a VIE. This guidance will be effective for financial statements issued for fiscal years beginning after November 15, 2009. We are in the process of evaluating the impact that the adoption of this guidance will have on our financial position, results of operations and cash flows.

Funds From Operations

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 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 dividend 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 and nine months ended September 30, 2009 and 2008 as well as other data for those respective periods (in thousands):

				Three months ended						Nine months ended
				September 30,						September 30,
				2009			2008			2009			2008
FUNDS FROM OPERATIONS
	Net income			$	4,364		$	11,343		$	54,419		$	19,359
		Adjusted for:
		Depreciation and amortization uniquely significant to
			real estate – wholly-owned		20,088			15,219			59,896			45,335
		Depreciation and amortization uniquely significant to
			real estate – unconsolidated joint ventures		1,239			635			3,628			1,938
		Gain on fair value measurement of previously held interest in
			acquired joint venture		---			---			(31,497	)		---
Funds from operations (FFO) (1)					25,691			27,197			86,446			66,632
Preferred share distributions					(1,406	)		(1,406	)		(4,219	)		(4,219	)
Allocation of earnings to participating securities					(302	)		(349	)		(1,053	)		(793	)
Funds from operations available to common unitholders				$	23,983		$	25,442		$	81,174		$	61,620
Weighted average units outstanding (2)					22,106			18,903			20,352			18,881

(1) Includes gain on sale of outparcel of land of $3.3 million for the three and nine months ended September 30, 2009.

(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.

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. As disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008, we had several tenants vacate space in 2008. As of September 30, 2009, approximately 50% of this space had been released at base rental rates averaging 50% higher than the average rent being paid by the previous tenants. During the first nine months of 2009, we had non-temporary tenants vacate prior to their natural lease expirations representing an additional 35,000 square feet. As of September 30, 2009, approximately 32% of this space has been released at base rental rates approximately equal to the average rent being paid by the previous tenants.

During 2009, approximately 1.5 million square feet, or 16%, of our wholly-owned portfolio will have come up for renewal and 1.3 million square feet, or 14% of our wholly-owned portfolio will come up for renewal in 2010. During the first nine months of 2009, we have renewed 74% of the 1.5 million square feet that are coming up for renewal in 2009 with the existing tenants at a 10% increase in the average base rental rate compared to the expiring rate. We also re-tenanted 319,000 square feet during the first nine months of 2009 at a 37% 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, although we can give no assurance, 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 September 30, 2009 and 2008, respectively, occupancy at our wholly-owned centers was 96% and 97%.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk

In July 2008 and September 2008, we entered into two LIBOR based interest rate swap agreements 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 September 30, 2009, the fair value of these contracts was a liability of $10.3 million. If interest rates decreased 50 basis points, the fair value would be approximately $11.4 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. 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.

As of September 30, 2009, 9% 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 index of 100 basis points would result in an increase of approximately $540,000 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.

The estimated fair value of our debt, consisting of senior unsecured notes, Exchangeable Notes, unsecured term credit facilities and unsecured lines of credit, at September 30, 2009 and December 31, 2008 was $550.2 million and $711.8 million, respectively, and its recorded value was $580.5 million and $786.9 million, respectively. A 1% increase from prevailing interest rates at September 30, 2009 and December 31, 2008 would result in a decrease in fair value of total debt of approximately $17.6 million and $37.4 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 September 30, 2009. There were no changes to the Operating Partnership’s internal controls over financial reporting during the quarter ended September 30, 2009, that materially affected, or are reasonably likely to materially affect, the Operating Partnership’s internal control over financial reporting.

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, 2008.

Item 6. Exhibits

10.15 A	Severance Agreement and Mutual General Release between Stanley K. Tanger and the Company and Operating Partnership.
12.1	Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred 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 & Assistant Secretary

DATE: November 12, 2009

Exhibit Index

Exhibit No. Description

__________________________________________________________________________________

10.15A Severance Agreement and Mutual General Release between Stanley K. Tanger and the Company and Operating Partnership.

12.1 Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred 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.

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