Good morning. I am Cindy Holt, Vice President, Finance and Investor Relations, and I would like to welcome you to the Tanger Factory Outlet Centers' Second Quarter 2012 Conference Call. Yesterday we issued our earnings release as well as our supplemental information package and our investor presentation. This information is available on our website under the Investor Relations tab. Please note that during this call some of management's comments will be forward-looking statements regarding the Company's property operations, leasing, tenant sales trends, development, acquisition, expansion and disposition activities as well as our comments regarding the Company's funds from operations, funds available for distribution and dividends. These forward-looking statements are subject to numerous risks and uncertainties. Actual results could differ materially from those projected due to factors including but not limited to changes in economic and real estate conditions, the availability and cost of capital, the Company's ability to lease, develop and acquire properties as well as potential tenant bankruptcies and competition. We direct you to the Company's filings with the Securities and Exchange Commission for a detailed discussion of the risks and uncertainties. During the call, we will also discuss non-GAAP financial measures as defined by SEC Regulation G. Reconciliations of these non-GAAP measures to the comparable GAAP financial measures are included in our earnings release and in our supplemental information. This call is being recorded for rebroadcast for a period of time in the future. As such, it is important to note that management's comments include time-sensitive information that may be accurate only as of today's date August 1, 2012. At this time, all participants are in listen-only mode. Following management's comments, the call will be opened for your questions. We ask that you limit your questions to two, so that we will have the opportunity to address all callers'. We will address additional questions as time permits, so you may reenter the queue after your initial two questions. On the call today will be Steven Tanger, President and Chief Executive Officer; and Frank Marchisello, Executive Vice President and Chief Financial Officer. I will now turn the call over to Steven Tanger. Please go ahead, Steve.

Thank you, Cindy, and good morning, everyone. Our ability to successfully increase rental rates resulted in strong same-center net operating income growth of 7% in the second quarter of 2012. This marks the 30th consecutive quarter of positive same center NOI growth dating back to when we first began reporting this metric in 2005. Comparable traffic for the six months ended June 30, 2012, was up over 4%, marking the fifth consecutive year of positive traffic comps. Tenant comparable sales for the rolling 12 months ended June 30, 2012, increased 3.9% to $375 per square foot. Continued positive comparable tenant sales have allowed us to achieve a blended increase in rents of 23.7% in the first half of 2012. Our low cost of occupancy, which was 8.4% at the end of 2011, and increasing tenant sales should allow us to capture significant embedded value in our portfolio over time, while maintaining a very profitable distribution channel for our tenants. Any of you who want to learn more about the progress we are making on the two Tanger Outlet Centers currently under construction, our domestic development pipeline, and our Canadian expansion plans through the co-ownership agreement with RioCan Real Estate Investment Trust, later in the call I will address these topics along with a summary of our operating performance and our current expectations for the balance of the year. But, first let me turn the call over to Frank, who will take you through our financial results for the six months ended June 30, 2012. Please go ahead, Frank.

Thank you, Steve, and good morning, everyone. Total funds from operations or FFO for the quarter ended June 30, 2012 increased 30.4% to $38.6 million compared to $29.6 million last year. Adjusted FFO per share increased 18.2% to $0.39 per share from $0.33 per share for the second quarter of last year, and met Street's consensus expectations. This year-over-year increase in AFFO per share is a direct result of our ability to continue to drive rental rates and same center NOI growth, as well as the accretive impact of the acquisitions made during 2011. On a consolidated basis our total market capitalization at June 30, 2012 was approximately $4.2 billion, up from $3.4 billion last year. Our debt to total market capitalization was approximately 25% at June 30, 2012 compared to 26.2% last year. We also maintained a very strong interest coverage ratio of 4.08 times for the quarter. As of June 30, 2012, approximately 63% of our debt was at fixed rates. Our balance sheet strategy continues to be conservative targeting minimal use of secured financing and a manageable schedule of debt maturities. The dividend continues to be well covered. Our 2012 FAD payout ratio is expected to be less than 60%, generating significant incremental cash flow over our dividend, which will be used to help fund our new developments, or to reduce amounts outstanding on our lines of credit. We have started to maintain a conservative approach to every aspect of our business, and we believe will continue to build value for all of our stakeholders over time. I'll now turn it back over to Steve.

Thanks Frank. I'm pleased to report that the positive leasing momentum from the first quarter continued through the first-half of the year, with this quarter’s leasing spread surpassing our first-quarter results. Through midyear, we have produced significantly increased rent spreads on the renewal and re-leasing of space throughout our consolidated portfolio. As of June 30, we have executed 334 leases totaling 1,508,000 square feet with a blended average increase in rental rates of 23.7%. We have executed renewals and renewals in process for 1,361,000 square feet, or about 74.9% of the space coming up for renewal in 2012, yielding an increase in average base rental rates on the executed renewals of 14.7% on top of the 14.9% increase in average base rental rates reported during the first six months of 2011. In addition, during the first half of 2012, we retenanted approximately 319,000 square feet with an increase in average base rental rates of 54.5%, up from 51.5% for the first half of 2011. Excellent leasing spreads like these together with contractually embedded rental increases have again resulted in outstanding same center net operating income growth through the first half of 2012. Same center net operating growth during the second quarter was 7% compared to 3.8% in the second quarter of last year. For the first half of 2012, same center net operating income growth was 6.9%, on top of the 4.9% increase we reported for the first half of 2011. Overall occupancy for our consolidated stabilized portfolio was high for both periods, up 20 basis points year-over-year to 98%. Increasing tenant comparable sales continued in 2012 with a 3.9% gain for the 12 months ended June 30, 2012, compared to the 12 months ended June 30, 2011. Tenant comparable sales for the quarter ended June 30 increased 2.5%. There…

(Operator instructions) Your first question comes from the line of Quinton Falelli from Citi. Your line is now open. Michael Bilerman – Citi: Actually it is Michael Bilerman speaking (inaudible) as well. Good morning Steve. Just a question in terms of the development in this robust development pipeline that you have, can you outline a little bit sort of total cost of each of the projects just so that we get a better understanding, obviously the balance sheet is in great shape to be able to fund development, but obviously the pipeline is growing with increasing numbers of commitments, and so we just want to get better sense where things stand?

Well, most of the projects as you know Michael are joint ventures. So our capital commitment is significantly less than you might have imagined. I’m happy to give you the individual amounts, which I don’t think we have announced before, but our site in Arizona, the approximate investment will be about $80 million and we have about 58% of that partnership. The investment in Houston would be about $66 million, and we own half of that project. The Foxwoods development, which probably will start much later in the year or early next year is 300,000 square feet. So that will probably be in the area of $70 million to $80 million once that is concluded. National Harbor… Michael Bilerman – Citi: And on Foxwoods, you will own how much of that development?

We haven’t disclosed that yet, but we will own significantly more than 50%. Michael Bilerman – Citi: Okay.

National Harbor will be about 350,000 square feet again that will probably be depending upon final cost somewhere between 75 million and 85 million. We own 50% of that. The Cookstown expansion, which we own 50% probably will be next year a development not that large. It is only 164,000 square feet expansion, and in Ottawa, again that probably will be next year. We own 50% of that, and that is maybe 350,000 – 300 to 350 depending upon the site plan, the final site plan. So as you can see, it is a very manageable commitment. Keep in mind that with our FAD payout ratio we throw off $60 million to $70 million a year in positive cash flow. So these developments are pretty well self funded. Michael Bilerman – Citi: With the Cookstown expansion that is going to cost – that is about 200 bucks a foot on that 164,000, and should we use the same for Ottawa, and what will be in Heartland.

Again in Canada there maybe some additional costs. So, I think we probably just for modeling purposes if you are going to do it, I would use $250 a foot. But we have not concluded – that is just an estimate. Michael Bilerman – Citi: Right, and then the Heartland site is going to be how large?

Right now it is scheduled for 312,000 square feet. Michael Bilerman – Citi: And ultimately there you will only own basically 25% because Orlando is going to take 50 and then you will split the other 50 with RioCan?

I think it is an equal one third, one third, one third. We can verify that for you, but right now that is what is planned. Michael Bilerman – Citi: So we are looking at something that once you layer in the potential Scottsdale site, something probably on the order of magnitude, and I don’t know if the Scottsdale is a joint-venture as well, or that is wholly owned?

It is wholly owned. Michael Bilerman – Citi: So, something on the magnitude of probably $350 million of total capital before any debt for all of the projects, is that round about?

You are talking just out half of it, our portion? Michael Bilerman – Citi: You are right, your portion.

And that is spread out over at least two years.

And Michael, obviously it will be probably a level of financing within the JVs. So, our pure out of pocket capital will be quite a bit less than that. Michael Bilerman – Citi: And where, just given the balance sheet today, 30% debt to growth asset value, 5.5 times debt to EBITDA, where do you sort of feel comfortable just again thinking about the equity funding either coming from your free cash flow, or new common equity, where should we take the balance sheet to as you fund these developments.

Actually between project level financing reduce the amount of capital that we are required to put into the JVs. We don’t believe that our leverage is going to change materially from where it is now, because a lot of it will be self funded from internal cash.

Or that we will need to do any additional equity.

Yes, we don’t see the need for that given the current timeline.

Hi guys. This is [Manny] here with Michael. Thanks for all that. Just a quick, I am wondering if you can give a quick comment on what we heard from Coach on their earnings call where traffic into their factory stores slowed in their quarter, have you seen similar trends elsewhere or do you think it is a tenant specific thing, or market specific thing?

Well, I think as you know, Coach is one of the top performing brands in not only our portfolio, but in the outlet industry, and in the regular retail industry in terms of sales. On their call, they pinpointed a change in their couponing strategy as a major driver of this issue. You know, all in-store coupons were eliminated for most of the quarter, Coach is to our understanding and based on our reports from local centers Coach has now reinstated the use of coupons as an outlet store marketing strategy. They announced plans to open 20 new outlet stores in 2013, which demonstrates their confidence in the outlet distribution channel. Comp traffic was up in our portfolio for the first half of 2012 by more than 4%, and which marks the fifth consecutive first half of the year January to June comp increases. So we have had comp increases for five straight years in traffic. Great merchants, test different strategies, and this test I don’t think got the results that Coach wanted. So they immediately and were very nimble and pivoted back to their successful formula. The short answer is I think it is a Coach issue. I think they have addressed it and solved it, not an industry issue.

And then on the…

Just a second please, I think we have had like 10 questions from you folks. We are happy to continue the conversation offline, but there are other people that in fairness we would like to have them ask questions.

Thanks.

Your next question comes from the line of Jeff Spector from Merrill Lynch. Your line is now open. Jeff Spector – Merrill Lynch: Okay. Thank you. Good morning. I guess a follow up Steve on Coach, do you – so you do feel that the coupon excuse is reasonable, I mean I just didn’t think I guess that coupons really drove traffic into the outlets into specifically Coach, I mean, could it be another issue, maybe it was just a merchandise issue, but do you believe that?

I think you would have to ask Coach. We respect – they are outstanding merchants. In their conference call they identified the coupon as an issue for traffic in their stores. It did not say traffic into the outlet centers, but they spoke specifically about their stores. And anecdotally, our mall managers tell us that once they reinstated the policy that traffic has picked up and they are lines at the register again. So I have no reason to doubt what Coach said in their conference call. Jeff Spector – Merrill Lynch: Okay, thanks. That is helpful. And then I just had a question on occupancy costs to sales, I think you said you are currently at 8.4%. I think historically I mean way back you were at 7%, I guess when you are entering leasing negotiations now do you have a certain target in mind, do you think you will continue to march closer to 9% plus over time, or is this kind of – is 8.5% let us say a reasonable number to be at in this – in the outlet category?

Well, keep in mind we have been doing this for 30 years. So we have a lot of legacy leases, and our sales have increased every year, so the cost of occupancy – actually we fight to maintain it because we have such high renewal rates, and our sales have been successful and going up. Right now, new leases are targeted in the range of 10% to 12%, new leases in development properties are targeted between 10% to 12%. The actual numbers for the growth in our comp – in our occupancy cost, we have gone from 7.5% to 8.4% in the last five or six years. So that is a significant move of about 15% increase in cost of occupancy. Driven by the success of the sales of our tenants in our properties, and even though we have been able to increase slightly the cost of occupancy, there still is a very profitable distribution channel for our tenants. The low cost of occupancy for us as our management team allows us to capture over time tremendous embedded value in the portfolio, and we are very comfortable that we can continue to do that. And I think that is evidenced by outstanding leasing spreads, which you can do the research, but from the reports we read, are best in class and have been for quite some time. So we are hopeful if sales continue that we will be able to capture that embedded value for our stakeholders at the same time provide a very profitable distribution channel for our tenants. Jeff Spector – Merrill Lynch: Great, thanks. And then if I could just confirm on Canada, last question, at this time I don’t think you provided any of the leasing stats there, am I correct on that, did you discuss that?

We don’t provide leasing stats on any project until it is under construction and ready to open. We have a partner in Canada and we don’t do that in the incremental stages. Jeff Spector – Merrill Lynch: Thank you.

(Operator instructions) Your next question comes from Rich Moore from RBC Capital Markets. Your line is now open. Rich Moore – RBC Capital Markets: Hi, good morning guys. Steve, you had said a few years ago that you thought we could build a 100 factory outlet centers in the US over the next 10 years, what do you think of that number now, I mean how would you assess the need for more centers going forward in the US in particular?

I think that number will prove to be pretty close to being accurate. There will be probably at least if you believe what the trade publication says in 2012 this year, probably 4 to 5 centers opening, next year maybe 2 to 3 in the entire industry opening. I have said before it is very easy to announce a project, it is really difficult to get one built. The major developers, the public company major developers were well financed, and have got long-standing tenant relationships, should be able to deliver. But I still think that the net built out over the next probably – it is probably what I said two years ago, probably the next eight years still show probably close to 100 new centers. Rich Moore – RBC Capital Markets: Okay. All right, good. Thank you and then you had often said that you were looking at 17 or 18 markets around the country, is that number still what you are thinking, or is that expanding at all or have you thrown out some of those?

Well, the 17, 18 markets I announced 2 to 3 years ago some of our friendly competitors have identified the same markets and have started construction in a couple of them already. So we are pursuing – we do have a shadow pipeline and we probably will announce very, very shortly at least one if not two or three additional new sites. Rich Moore – RBC Capital Markets: Okay, good, and thank you. And last question guys, the preferred market, the preferred equity market has been kind of hot lately, lot of people accessing preferreds, any interest from you guys in looking at that market as a source of financing?

Fortunately Rich, over the past 30 years we've been on a very disciplined track to have a – to create a balance sheet that’s a fortress. Right now we really have no need for additional financing. As you know, we have no significant maturities until 2015. We really have no need for anything. We don't need any debt, we don't need any equity, we are self-financing the construction. We only have 25% debt to equity with significant coverages. It's a really nice place to be right now. Rich Moore – RBC Capital Markets: Okay, Steve. Perfect, thank you.

Your next question comes from the line of Michael Mueller from J.P. Morgan. Your line is now open. Michael Mueller – JPMorgan: Yes, hi. A couple of questions, one, kind of going back to the development pipeline that you laid out Steve, just want to double check something, so if we are thinking about 13 openings, it sounds like you could have Foxwoods, you could have DC at National Harbor. When you mentioned Cookstown and Ottawa being next year were you talking about a start at some point next year or are you envisioning actually coming online.

No, I think a start next year. Michael Mueller – JPMorgan: Okay, and the same probably goes for Toronto where it falls into that bucket at least.

That's correct. That's our plan. Michael Mueller – JPMorgan: Okay, great. And then I guess when you're thinking about what's in predevelopment and then the shadow pipeline of the stuff that you maybe announcing soon, are you seeing any erosion in the returns that you’re expecting?

Actually no. Based on our experience in Houston and Westgate we think that we can continue to generate returns in the 10% to 11% range, which is what we've done in the past. We have a proven track record as a skilled outlet developer and long-lasting relationships with our tenants, and then we think that that provides a competitive advantage over new entrants to the space, and we feel that this advantage continues to make these returns achievable. Michael Mueller – JPMorgan: Okay. Okay, great, thank you.

Your next question comes from the line of Andrew Johns from Green Street Advisors. Your line is now open. Andrew Johns – Green Street Advisors: Thank you. Steve, if you take a step back from Coach and maybe look at the tenant base as a whole, has there been a change or a compression in the margins that your retailers are able to achieve and does this have a corresponding change in the [OCR] that you are able to achieve on new deals.

Well, that's a complicated question. We still are targeting 10% to 11% as I mentioned before on new deals, and on average we are achieving that. The tenant community is large. As I mentioned we have 2500 different leases. It's probably over 400 different tenants. There are new tenants coming in virtually every month into the outlet space, and they each have a different strategy, but this distribution channel continues to be one of if not the most profitable distribution channels for our tenant partners, and that allows us to get fair rent for our stakeholders, and also cost of occupancy that provides significant profits and cash flow for our tenants. As long as it's a win-win for both parties we think it will continue. Andrew Johns – Green Street Advisors: Maybe over the last year though and I don't know if you get this granularity from your tenants, but if you look at a Gap or a J. Crew or any of the major anchor tenants to the center what's happened to their margins in the outlet space over the last year?

I think you would have to call them. We don't get that granularity from our tenants but feel free to call our tenants and I think they will do, they'll provide whatever information they feel appropriate to you. I'd rather have you do that. Andrew Johns – Green Street Advisors: Thank you.

Carol Kemple – Hilliard Lyons: Good morning. Last week you all announced the renovation project at Louisiana, where you're going to add about 50,000 square feet, do you have – what kind of capacity do you have in your portfolio to actually add additional square feet to existing centers?

Hi Carol. The Gonzales Louisiana Center is extraordinarily successful. The expansion we announced will include some fabulous tenants like American Eagle, Ann Taylor, LOFT, Brooks Brothers, J. Crew, Talbots, Under Armour and several others. Our properties are virtually built out. We just completed a small expansion in Locust Grove that opened in May of this year. We are in the process of permitting another small expansion in Park City, Utah in the next 12 months. Both our new development projects in Houston and in Westgate have room to expand, but by and large our portfolio properties is fully built out. Carol Kemple – Hilliard Lyons: Okay, and then Frank G&A in the quarter was about 8.7 million. Is that a good run rate going forward?

We currently think G&A will run close to about 8.5 million per quarter going forward. Carol Kemple – Hilliard Lyons: Okay, great. Thank you.

Your next question comes from the line of Todd Thomas from KeyBanc Capital Markets. Your line is now open. Jordan Sadler – KeyBanc Capital Markets: Hi, just a little bit more color on the traffic trends would be helpful. This is actually Jordan Sadler here with Todd. You said it's up 4% year-over-year in the first half, could you maybe give us a little bit more color on what it did in the quarter versus the first quarter year-over-year, was it slowing at all or accelerating at all?

I think it's accelerating and you know, that as I mentioned Jordan in the opening remarks that is the fifth consecutive year of increasing comps in the first six months. So clearly there is dramatic increase in traffic coming to the Tanger centers. Jordan Sadler – KeyBanc Capital Markets: That's helpful. And then on the returns, helpful commentary on the development in terms of expected spend as well as the yield, curious, would you expect the same types of yields in Canada as you do in the US, same 10% to 11%?

I think the target in Canada will be a little bit less of a return because of the additional costs of development entitlements up there. Our target I think in Canada probably will be between 9% and 10%, but the scarcity of retail and the value of the properties once they're up and built will add significant value for our stakeholders. Jordan Sadler – KeyBanc Capital Markets: That's helpful. And I'm just digging in a little bit deeper, last question on the spend, I'm calculating you know, call it a you know, 300 round numbers million-dollar number in terms of the joint venture projects that are currently teed up and you identified in terms of you know, maybe your share of spending, rough numbers. You have about $60 million to $70 million of free cash flow per year, what sort of the preferred method for financing development, I know you have a strong balance sheet?

Well, there is several. First of all please don't lose sight of the fact that in your number includes Westgate and Houston, which are opening in the next three months and significantly most of our investment has already been made. So that's already been financed and so if you take those two out you're not talking about a lot of capital required. Some of the developments because they are joint venture we will finance with property specific financing, which obviously will require significantly less equity but if you net out the two projects Houston and Phoenix, and then you spread it over 2013 and 2014 and you take our free cash flow we don't have a lot of financing needs. Jordan Sadler – KeyBanc Capital Markets: Now that makes sense. That's helpful. I appreciate the color.

Your next question comes from the line of Quinton Falelli from Citi. Your line is now open. Michael Bilerman – Citi: Yes, can you hear me okay?

Sure Michael. Michael Bilerman – Citi: Great. Just following up to something here about acquisition activity obviously you had a bunch last year, and thinking about how that sort of plays into expansions as well. I guess is there opportunities both in the US but also maybe mimicking what you are doing in Toronto with Cookstown in terms of buying existing outlets, granted there is not a [ton outlets] already in Canada, but there is probably knowing from experience there are a handful. So, you know, is that a strategy as you think about pursuing growth that will add to it?

Well, Michael as you have heard me say before we have four legs on our growth store one of which is acquisition, one is Canadian development, US development and internal growth. Being from Canada as you are you know that there are several outlet centers there, and you can assume that we are thinking about acquisitions in Canada similar to the Cookstown acquisition in the United States. There are only a handful of quality assets that are currently held by private operators. So the pool of potential acquisitions is very limited. We have not included any acquisitions in our guidance but we monitor the pool of these assets very closely. We are not interested in acquiring less than A assets or assets that we feel within a very short period of time we can make A assets. Should one of these private owners decide to monetize their existing outlet property, you know, I think it would be logical for them to talk to us. We can close rapidly not subject to financing. So if any of those developers are listening please give us a call, but other than that we will be opportunistic on the acquisition front and can certainly afford it. Michael Bilerman – Citi: And then in terms of Heartland with Simon proceeding under construction, how has that impacted at all sort of your discussions with tenants and at what stage is that project at in terms of trying to build…

Well Heartland, and again since you are from the Toronto area, Heartland is probably the largest and most successful shopping center, power center in Canada and certainly in Toronto. It is 8 miles from the Simon site and probably 10 miles or so from our Halton Hills previous site. The tenant community, a lot of them already have stores in Heartland. As I understand that Simon is currently under construction in Halton Hills. We are very optimistic about the Heartland project, and again it will be either a 13 or 14 project. It's not going to happen instantly. Michael Bilerman – Citi: Okay, and then is there anything from –

Michael I got to ask again, Michael please, we are happy to – we have other people asking questions. Please limit this to your last question. Michael Bilerman – Citi: I thought that was the last question in the queue. Okay.

We are happy to talk to you off-line and as much time as you like. Michael Bilerman – Citi: Sure, no problem.

There are no further questions at this time. I'd turn – Michael Bilerman – Citi: There is no questions.

So Michael ask your question. Michael Bilerman – Citi: Am I still open?

Sure. Michael Bilerman – Citi: Perfect. As you are saying in terms of the experience in Cookstown, just thinking about buying existing centers what is – what you have been able to do obviously you have the expansion going on in terms of the yield of that asset and just in terms of bringing the Tanger name, how should we think about that opportunity in buying existing center and sort of bringing your operating knowledge and the brand-name to a center.

Well, we have a very skilled partner in Canada RioCan Real Estate Investment Trust. That's our partner. We have – we are in the process of Tangerizing the Cookstown asset. We had grand reopening where we renovated the interior of the asset. Our plans for doubling the size will include a major renovation of both the existing center and the expansion. So it will look more like a Tanger Outlet Center in the states. It's really too early to provide any additional yield, but the marketing is kicking in, the traffic is up, sales are up. So again over time I believe we will add significant value by Tangerizing that asset. Michael Bilerman – Citi: And how do we compare if you are looking on page 14 of your unconsolidated joint ventures, your share of the NOI Is 0.8 which I assume is $1.6 million gross. That seems really light relative to $16 million of investment. So I guess – and that's just the quarter. So it still seems really light relative to – we can follow up offline?

I think that would probably be best because we are having trouble understanding your question, and want to be sure we give you an accurate answer. Michael Bilerman – Citi: Sure. Okay, thank you.

And there are no further questions in the queue. And I will turn the call back over to the presenters.

Thank you all for participating today and for your interest in our company. Tanger is the only public REIT with a pure outlet portfolio. We have a conservatively structured balance sheet, high brand recognition, and a tenured management team with a disciplined development approach. Our strong portfolio of geographically diversified operating properties provide significant returns for our shareholders and our pipeline of growth opportunities is robust. Frank and I are always available to answer any other questions you may have. Thank you again and have a great day.

This concludes today’s conference call. You may now disconnect.