##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-K
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 Or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 0-51098
 NNN 2002 Value Fund, LLC
  Virginia
    
    75-3060438(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 1551 N. Tustin Avenue, Suite 300, Santa Ana, California
    
    92705(Address of principal executive offices)
    
    (Zip Code)
 (714) 667-8252
  Title of each class
    
    Name of each exchange on which registeredNone
    
    None
  Class A LLC Membership Interests
Class B LLC Membership Interests
Class C LLC Membership Interests
 o þ
 o þ
 þ o
 o o
 o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-accelerated Filer þ
    
    Smaller Reporting Company o(Do not check if a smaller reporting company)
 o þ




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##### 



NNN 2002 Value Fund, LLC
 TABLE OF CONTENTS
 PagePART IItem 1. Business
    
    
    3Item 1A. Risk Factors
    
    
    7Item 1B. Unresolved Staff Comments
    
    
    21Item 2. Properties
    
    
    21Item 3. Legal Proceedings
    
    
    22Item 4. [Reserved.]
    
    
    22PART IIItem 5. Market for Registrants Common Equity, Related Unit Holder Matters and Issuer
Purchases of Equity Securities
    
    
    23Item 6. Selected Financial Data
    
    
    24Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    26Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    34Item 8. Financial Statements and Supplementary Data
    
    
    34Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    34Item 9A(T). Controls and Procedures
    
    
    35Item 9B. Other Information
    
    
    35PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    36Item 11. Executive Compensation
    
    
    37Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unit
Holder Matters
    
    
    38Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    38Item 14. Principal Accounting Fees and Services
    
    
    40PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    41SIGNATURES
    
    
    54Exhibit 21.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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PART I
 
 Item 1.
    
    Business.
 The use of the words we, us or our refers to NNN 2002 Value Fund, LLC, except where the
context otherwise requires.
 Our Company
    Plan of Liquidation
   3




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Liquidation Update for 2009
  Current Investment Objectives And Policies
 General
  
    
    preserve our unit holders capital investment; and
 
    
    generate cash through the sale of the Congress Center property.
  Disposition Strategies
  
    
    the ability to sell our interest in the Congress Center property at the highest
possible price in order to maximize the return to the unit holders; and
 
    
    the ability of prospective buyers to finance their acquisition of the Congress Center
property.
 Operating Strategies
  
    
    managing costs and seeking to minimize operating expenses through centralized
management, leasing, marketing, financing, accounting, renovation and data processing
activities;
 
    
    improving rental income and cash flow by aggressively marketing rentable space and
raising rents when feasible and extending and renewing existing leases; and
    
    emphasizing regular maintenance and periodic renovation to meet the needs of tenants
and to maximize long-term returns.
  4




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Financing Policies
   Tax Status
  Distribution Policy
  Competition
    Government Regulations
  Costs of Compliance with the Americans with Disabilities Act.
  5




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Costs of Government Environmental Regulation and Private Litigation.
 Use of Hazardous Substances by Some of Our Tenants.
 Other Federal, State and Local Regulations.
 Significant Tenants
  Percentage of
    
    
    
    
    
    
    Lease2009 Annual
    
    
    2009 Annual
    
    
    Square Footage
    
    
    ExpirationTenant
    
    Base Rent*
    
    
    Base Rent
    
    
    (Approximate)
    
    
    Date**Department of Homeland Security
    
    $
    3,538,000
    
    
    
    28.6
    %
    
    
    76,000
    
    
    April 2012North American Co. Life and Health Insurance
    
    $
    2,472,000
    
    
    
    20.0
    %
    
    
    101,000
    
    
    Feb. 2012Akzo Nobel, Inc.
    
    $
    2,131,000
    
    
    
    17.2
    %
    
    
    91,000
    
    
    Dec. 2013United States Treasury Department
    
    $
    1,677,000
    
    
    
    13.6
    %
    
    
    37,000
    
    
    Feb. 2013National Railroad Passenger Corporation
    
    $
    1,249,000
    
    
    
    10.1
    %
    
    
    50,000
    
    
    Dec. 2011
 
 *
    
    Annualized rental income is based on contractual base rent from leases in effect as of
December 31, 2009.**
    
    In January 2010, we completed a lease extension on the Akzo Nobel, Inc. lease to December 2019.  6




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Geographic
Concentration
  Employees
  Financial Information About Industry Segments
  
 Item 1A.
    
    Risk Factors.
 Risks Associated with Our Liquidation
 If we are unable to find a buyer for our one remaining unconsolidated property at our expected
sales price, our liquidating distributions to our unit holders may be delayed or reduced.
  Our co-ownership arrangements with affiliated entities may not reflect solely our unit holders
best interest and may subject our investment in Congress Center to increased risks.
  
    
    the risk that the co-owner(s) in the investment might become bankrupt;
 
    
    the risk that the co-owner(s) may at any time have economic or business interests or
goals which are inconsistent with our business interests or goals;
  7




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
    
    the risk that the co-owner(s) may not be able to make required payments on loans under
which we are jointly and severally liable;
 
    
    the risk that all the co-owners may not approve refinancings, leases and lease
amendments requiring unanimous consent of co-owners that would have adverse consequences
for our unit holders; or
 
    
    the risk that the co-owner(s) may be in a position to take action contrary to our
instructions or requests or contrary to our policies or objectives, such as disapproving
the sale of the property.
  The downturn in the credit markets may increase the cost of borrowing, and may make it difficult
for prospective buyers of the Congress Center property to obtain financing, which would have a
material adverse effect on our liquidation.
   Our ability to dispose of our interest in the Congress Center property and our ability to pay
distributions to our unit holders are subject to general economic and regulatory factors we cannot
control or predict.
  
    
    poor economic times may result in defaults by tenants at the Congress Center property.
We may also be required to provide rent concessions or reduced rental rates to maintain or
increase occupancy levels;
 
    
    job transfers and layoffs may cause vacancies to increase and a lack of future
population and job growth may make it difficult to maintain or increase occupancy levels;
 
    
    increases in supply of competing properties or decreases in demand for the Congress
Center property may impact our ability to maintain or increase occupancy levels;
 
    
    changes in interest rates and availability of debt financing could render the sale of
the Congress Center property difficult or unattractive;
 
    
    periods of high interest rates may reduce cash flow from leveraged property;
  8




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
    
    increased insurance premiums, real estate taxes or energy or other expenses may reduce
funds available for distribution or, to the extent such increases are passed through to
tenants, may lead to tenant defaults. Also, any such increased expenses may make it
difficult to increase rents to tenants on turnover, which may limit our ability to increase
our returns; and
 
    
    inability to increase or maintain the current occupancy rate and/or further
deterioration of property values may prevent prospective buyers from obtaining financing
for the acquisition of the Congress Center property due to stricter loan-to-value ratios,
which would increase the amount of cash needed to purchase the property.
 We may delay and/or reduce our liquidating distributions to our unit holders.
  Our plan of liquidation allows for the sale of our interest in the Congress Center property to
affiliates.
  If any of the parties to a future sale agreement default thereunder, or if a sale does not
otherwise close, our liquidating distributions to our unit holders may be delayed or reduced.
  Decreases in property values may reduce the amount that we receive upon the sale of our interest
in the Congress Center property.
  
    
    adverse changes in economic conditions;
 
    
    the financial performance of our tenants, and the ability of our tenants to satisfy
their obligations under their leases;
 
    
    terminations and renewals of leases by our tenants;
  9




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
    
    competition; and
    
    changes in real estate tax rates and other operating expenses.
  If we are unable to maintain the occupancy rates of currently leased space and lease currently
available space, if tenants default under their leases or other obligations to us during the
liquidation process or if our cash flow during the liquidation is otherwise less than we expect,
our liquidating distributions to our unit holders may be delayed and/or reduced.
  If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating
distributions to our unit holders may be delayed and/or reduced.
  If we are not able to sell the Congress Center property in a timely manner, we may experience
severe liquidity problems, may not be able to meet our obligations to our creditors and ultimately
may become subject to bankruptcy proceedings.
  We may be unable to secure funds for future capital improvements, which could adversely impact our
ability to attract or retain tenants, and subsequently pay liquidating distributions to our unit
holders.
   10




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The Congress Center property is subject to property taxes that may increase in the future, which
could adversely affect our ability to sell our interest in the Congress Center property and to
subsequently pay liquidating distributions to our unit holders.
  Our obligation to register our securities with the SEC subjects us to the Exchange Act,
Sarbanes-Oxley Act compliance and related reporting requirements and we may become subject to
liability for any failure to comply.
   If we are unable to retain our Manager and sufficient officers and employees of our Manager to
complete our plan of liquidation in a reasonably expeditious manner, our liquidating distributions
to our unit holders might be delayed or reduced.
    11




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Our unit holders may not receive any profits resulting from the sale of our interest in the
Congress Center property, or receive such profits in a timely manner, because we may provide
financing to the purchaser of such property.
  Our entity value may be adversely affected by adoption of our plan of liquidation.
  There can be no assurance that our plan of liquidation will result in greater returns to our unit
holders on their investment within a reasonable period of time, than our unit holders would
receive through other alternatives reasonably available to us.
  Our Manager may amend our plan of liquidation without unit holder approval.
  Our Manager has the authority to sell the Congress Center property under terms less favorable than
those assumed for the purpose of estimating our net liquidation value range.
   12




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Our plan of liquidation may lead to unit holder litigation which could result in substantial costs
and distract our Manager.
  Our Managers executives and our Manager have conflicts of interest that differ from our unit
holders as a result of the liquidation.
    Our plan of liquidation has caused our accounting basis to change, which could require us to
write-down our assets.
  We may be unable to sell our interest in a limited liability company at our expected value.
   13




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Unit holders could be liable to the extent of liquidating distributions received if contingent
reserves are insufficient to satisfy our liabilities.
   We may have underestimated the amount of prepayment fees or defeasance charges on our mortgages.
  Other Risks of Our Business
 Distributions paid by us have included, and will continue to include, a return of capital.
  We depend upon our tenants to pay rent, and their inability to pay rent may substantially reduce
our revenues and cash available for distribution to our unit holders.
  
    
    downturns in national, regional or local economic conditions where our property is
located, which generally will negatively impact the demand for office space and rental
rates;
 
    
    changes in local market conditions such as an oversupply of office properties,
including space available by sublease, or a reduction in demand for the lease of office
properties, making it more difficult for us to lease space at attractive rental rates or at
all;
  14




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
    
    competition from other available office properties owned by others, which could cause
us to lose current or prospective tenants or cause us to reduce rental rates to competitive
levels;
 
    
    our ability to pay for adequate maintenance, insurance, utility, security and other
operating costs, including real estate taxes and debt service payments, that are not
necessarily reduced when circumstances such as market factors and competition cause a
reduction in income from a property; and
 
    
    changes in federal, state or local regulations and controls affecting rents, prices of
goods, interest rates, fuel and energy consumption.
  Our use of borrowings on the Congress Center property could result in its foreclosure and
unexpected debt service expenses upon refinancing, both of which could have an adverse impact on
our operations and cash flow. Additionally, restrictive covenants in our loan documents may
restrict our operating activities.
      15




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Due to the risks involved in the ownership of real estate, there is no guarantee of any return on
our unit holders investments and our unit holders may lose some or all of their investments.
  
    
    changes in the general economic climate;
 
    
    changes in local conditions such as an oversupply of space or reduction in demand for
real estate;
 
    
    changes in interest rates and the availability of financing; and
 
    
    changes in laws and governmental regulations, including those governing real estate
usage, zoning and taxes.
  If the Congress Center property is unable to generate sufficient funds to pay its expenses,
liabilities or distributions, we may need to borrow funds to pay such expenses, liabilities or
distributions, which may cause our liquidating distributions to our unit holders to be reduced
and/or delayed.
  The failure of any bank in which we deposit our funds could reduce the amount of cash we have
available to pay liquidating distributions.
  The Congress Center property faces significant competition.
   16




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The sale of our interest in the Congress Center property could cause our unit holders to recognize
income in excess of cash distributions to our unit holders.
  Lack of diversification and illiquidity of real estate may make it difficult for us to sell or
recover our investment in the Congress Center property.
  Lack of geographic diversity may expose us to regional economic downturns that could adversely
impact our operations or our ability to recover our investment in the Congress Center property.
  Due to our ownership of only a single property interest in the Congress Center property, we are
dependent upon those tenants that generate significant rental income at Congress Center, which may
have a negative impact on our financial condition if these tenants are unable to meet their rental
obligations to us, or if we are unable to retain our current tenants.
    17




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Losses for which we either could not or did not obtain insurance will adversely affect our
earnings and we may be unable to comply with insurance requirements contained in mortgage or other
agreements due to high insurance costs.
   There is currently no public market for our units. Therefore, it will likely be difficult for our
unit holders to sell their units and, if our unit holders are able to sell their units in a fully
liquid manner, our unit holders may elect to do so at a substantial discount from the price our
unit holders paid for these matters.
   18




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The Congress Center property was purchased at a time when the commercial real estate market was
experiencing substantial influxes of capital investment and competition for properties; therefore
the Congress Center property may not maintain its current value or may further decrease in value.
  We have terminated our regular monthly distributions; future distributions are at the discretion
of our Manager.
  Our past performance is not a predictor of our future results.
  The conflicts of interest of our Managers executives and employees with us mean we will not be
managed by our Manager solely in the best interest of our unit holders.
   
    
    limit the time and services that our Manager devotes to us, because it will be
providing similar services to G REIT Liquidating Trust, T REIT Liquidating Trust, NNN 2003
Value Fund, LLC and other real estate investment programs and properties;
  19




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
    
    impair our ability to compete for tenants in geographic areas where other properties
are advised by our Manager and its affiliates; and
 
    
    impair our ability to compete for the disposition of properties with other real estate
entities that are also advised by our Manager and its affiliates and seeking to dispose of
properties at or about the same time as us.
  The absence of arms length bargaining may mean that our agreements are not as favorable to our
unit holders as these agreements otherwise would have been.
  Increases in our insurance rates could adversely affect our cash flow and our ability to make
liquidating distributions to our unit holders.
  We do not expect to register as an investment company under the Investment Company Act and,
therefore, we will not be subject to the requirements imposed on an investment company by such
Act.
  
    
    limitations on the capital structure of the entity;
 
    
    restrictions on certain investments;
 
    
    prohibitions on transactions with affiliated entities; and
 
    
    public reporting disclosures, record keeping, voting procedures, proxy disclosure and
similar corporate governance rules and regulations.
    20




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If we are required to register as an investment company under the Investment Company Act, the
additional expenses and operational limitations associated with such registration may reduce our
unit holders investment return.
    
 Item 1B.
    
    Unresolved Staff Comments.
  
 Item 2.
    
    Properties.
 Real Estate Investments
   Property
    
    
    GLA
    
    
    %
    
    
    Date
    
    
    Annual
    
    
    % Physical
    
    
    Annual RentProperty Name
    
    Location
    
    
    (Sq Ft)
    
    
    Owned
    
    
    Acquired
    
    
    Rent(1)
    
    
    Occupancy(2)
    
    
    Per Sq Ft(3)Congress Center
    
    Chicago, IL
    
    
    520,000
    
    
    
    12.3
    %
    
    
    1/9/03
    
    
    $
    12,374,000
    
    
    
    78.9
    %
    
    $
    30.15
 
 (1)
    
    Annualized rental income is based on contractual base rent from leases in
effect as of December 31, 2009.(2)
    
    Physical occupancy as of December 31, 2009.(3)
    
    Average effective annual rent per occupied square foot as of December 31, 2009.   
    
    we have no plans for any material renovations, improvements or development of the
property, except in accordance with planned budgets; and
 
    
    our property is located in a market where we are subject to competition for attracting
new tenants and retaining current tenants.
  21




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NNN 2002 Value Fund, LLC
 
 Congress Center
  
 Indebtedness
  
 Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    [Reserved.]
  22




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PART II
 
 Item 5.
    
    Market for Registrants Common Equity, Related Unit Holder Matters and Issuer Purchases of
Equity Securities.
 Market Information
   Unit Holders
  Distributions
   Quarters Ended
    
    2009
    
    
    2008
    
    
    2007March 31
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJune 30
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ASeptember 30
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADecember 31
    
    
    N/A
    
    
    
    N/A
    
    
    $
    67.11
  Quarters Ended
    
    2009
    
    
    2008
    
    
    2007March 31
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJune 30
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ASeptember 30
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADecember 31
    
    
    N/A
    
    
    
    N/A
    
    
    $
    67.11
  Quarters Ended
    
    2009
    
    
    2008
    
    
    2007March 31
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AJune 30
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ASeptember 30
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ADecember 31
    
    
    N/A
    
    
    
    N/A
    
    
    $
    67.11
   23




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Equity Compensation Plan Information
  
 Item 6.
    
    Selected Financial Data.
   Liquidation BasisAs of December 31,Selected Financial Data(1)
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005STATEMENT OF NET ASSETS:Total assets
    
    $
    1,884,000
    
    
    $
    3,980,000
    
    
    $
    6,191,000
    
    
    $
    6,884,000
    
    
    $
    9,571,000Net assets in liquidation(2)
    
    $
    1,884,000
    
    
    $
    3,980,000
    
    
    $
    5,928,000
    
    
    $
    6,819,000
    
    
    $
    8,689,000Net asset value per Class A unit(2)
    
    $
    472.55
    
    
    $
    846.06
    
    
    $
    1,193.31
    
    
    $
    1,347.99
    
    
    $
    1,401.37Net asset value per Class B unit(2)
    
    $
    302.48
    
    
    $
    654.02
    
    
    $
    980.85
    
    
    $
    1,130.38
    
    
    $
    1,190.51Net asset value per Class C unit(2)
    
    $
    170.49
    
    
    $
    500.09
    
    
    $
    806.51
    
    
    $
    950.90
    
    
    $
    1,017.77
  24




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Liquidation BasisPeriod fromAugust 31,2005Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    Year Ended
    
    
    throughDecember 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005STATEMENT OF CHANGES IN NET ASSETS:Net assets in liquidation, beginning of period
    
    $
    3,980,000
    
    
    $
    5,928,000
    
    
    $
    6,819,000
    
    
    $
    8,689,000
    
    
    $
    24,845,000Changes to reserve for estimated costs in
excess of estimated receipts during
liquidation
    
    
    655,000
    
    
    
    457,000
    
    
    
    (198,000
    )
    
    
    806,000
    
    
    
    (652,000
    )Net (decrease) increase in fair value
    
    
    (2,751,000
    )
    
    
    (2,405,000
    )
    
    
    (293,000
    )
    
    
    (176,000
    )
    
    
    496,000Distributions to unit holders
    
    
    
    
    
    
    
    
    
    
    (400,000
    )
    
    
    (2,500,000
    )
    
    
    (16,000,000
    )Change in net assets in liquidation
    
    
    (2,096,000
    )
    
    
    (1,948,000
    )
    
    
    (891,000
    )
    
    
    (1,870,000
    )
    
    
    (16,156,000
    )Net assets in liquidation, end of period
    
    $
    1,884,000
    
    
    $
    3,980,000
    
    
    $
    5,928,000
    
    
    $
    6,819,000
    
    
    $
    8,689,000
 Going Concern BasisPeriod fromJanuary 1,2005throughAugust 31,2005OPERATING DATA:Total revenues
    
    $
    Income (loss) from continuing operations before
discontinued operations and gain on sale of real
estate investments
    
    
    431,000Discontinued operations, including gain on sale
    
    
    7,723,000Net income (loss)
    
    $
    8,154,000OTHER DATA:Cash flows provided by operating activities
    
    $
    3,378,000Cash flows provided by (used in) investing activities
    
    
    22,977,000Cash flows used in financing activities
    
    
    (22,334,000
    )Distributions declared
    
    $
    12,844,000Distributions declared per unit(3)
    
    $
    2,155
 
 (1)
    
    Pursuant to our plan of liquidation, certain amounts in the prior
years have been reclassified as discontinued operations related
to all properties.(2)
    
    The net assets in liquidation as of December 31, 2009, 2008,
2007, 2006 and 2005 of $1,884,000, $3,980,000, $5,928,000,
$6,819,000 and $8,689,000, respectively, plus the cumulative
liquidating distributions to our unit holders through
December 31, 2009, 2008, 2007, 2006 and 2005 of approximately
$18,900,000, $18,900,000, $18,900,000, $18,500,000 and
$16,000,000 respectively, would result in liquidating
distributions per unit, per class share, as follows as of
December 31 of each year. 2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Cumulative
liquidating
distributions made
    
    $
    3,171.22
    
    
    $
    3,171.22
    
    
    $
    3,171.22
    
    
    $
    3,104.10
    
    
    $
    2,936.24Total liquidating
distributions:Class A
    
    $
    3,643.77
    
    
    $
    4,017.28
    
    
    $
    4,364.53
    
    
    $
    4,452.09
    
    
    $
    4,337.61Class B
    
    $
    3,473.70
    
    
    $
    3,825.24
    
    
    $
    4,152.07
    
    
    $
    4,234.48
    
    
    $
    4,126.75Class C
    
    $
    3,341.71
    
    
    $
    3,671.31
    
    
    $
    3,977.73
    
    
    $
    4,055.00
    
    
    $
    3,954.01
 (3)
    
    Distributions per unit are based upon our weighted-average number
of units outstanding.  25




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##### Table of Contents



Item 7.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations.
 The use of the words we, us or our refers to NNN 2002 Value Fund, LLC, except where the
context otherwise requires.
  Forward-Looking Statements
  Overview and Background
   26




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##### Table of Contents



Business Strategy and Plan of Liquidation
        27




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##### Table of Contents



Dispositions in 2009, 2008 and 2007
  Critical Accounting Policies
 Use of Estimates
  Liquidation Basis of Accounting
   Asset (Reserve) for Estimated Receipts (Costs) in Excess of Estimated Costs (Receipts) During
Liquidation
    28




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##### Table of Contents



December 31,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2008
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2009Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    1,148,000
    
    
    $
    (99,000
    )
    
    $
    221,000
    
    
    $
    1,270,000Liabilities:Liquidation costs
    
    
    (954,000
    )
    
    
    21,000
    
    
    
    512,000
    
    
    
    (421,000
    )Total asset
(reserve) for
estimated receipts
(costs) in excess
of estimated costs
(receipts) during
liquidation
    
    $
    194,000
    
    
    $
    (78,000
    )
    
    $
    733,000
    
    
    $
    849,000
  December 31,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2007
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2008Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    1,228,000
    
    
    $
    (177,000
    )
    
    $
    97,000
    
    
    $
    1,148,000Liabilities:Liquidation costs
    
    
    (1,491,000
    )
    
    
    52,000
    
    
    
    485,000
    
    
    
    (954,000
    )Total asset
(reserve) for
estimated receipts
(costs) in excess
of estimated costs
(receipts) during
liquidation
    
    $
    (263,000
    )
    
    $
    (125,000
    )
    
    $
    582,000
    
    
    $
    194,000
 Net Assets in Liquidation
  Revenue Recognition
  Factors Which May Influence Future Changes in Net Assets in Liquidation
 Investment in Unconsolidated Real Estate
   29




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##### Table of Contents



Rental Income
  Scheduled Lease Expirations
  Changes in Net Assets In Liquidation
 For the Year Ended December 31, 2009
  For the Year Ended December 31, 2008
  For the Year Ended December 31, 2007
  Liquidity and Capital Resources
   30




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##### Table of Contents



Current Sources of Capital and Liquidity
    Other Liquidity Needs
      31




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##### Table of Contents



Capital Resources
 General
     32




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##### Table of Contents



Financing
    Unconsolidated Debt
    Commitments and Contingencies
 Insurance Coverage
 Property Damage, Business Interruption, Earthquake and Terrorism
  Debt Service Requirements
   33




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##### Table of Contents



Contractual Obligations
  Off-Balance Sheet Arrangements
  Inflation
  Recently Issued Accounting Pronouncements
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a
Replacement of FASB Statement No. 162
 
 Item 7A.
    
    Quantitative and Qualitative Disclosures About Market Risk.
  
 Item 8.
    
    Financial Statements and Supplementary Data.
  
 Item 9.
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
   34




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##### Table of Contents



Item 9A(T).
    
    Controls and Procedures.
 Evaluation of disclosure controls and procedures.
  Managements Report on Internal Control over Financial Reporting.
   Changes in internal control over financial reporting.
  
 Item 9B.
    
    Other Information.
   35




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##### Table of Contents



PART III
 
 Item 10.
    
    Directors, Executive Officers and Corporate Governance.
    
    
    gross negligence or fraud of our Manager;
 
    
    willful misconduct or willful breach of the Operating Agreement by our Manager; or
 
    
    bankruptcy, insolvency or inability of our Manager to meet its obligations as they come
due.
  Name
    
    Age
    
    
    Position
    
    Term of OfficeJeffrey T. Hanson
    

    39
    
    
    Principal Executive Officer
    
    Since 2008Michael J. Rispoli
    

    38
    
    
    Principal Accounting Officer
    
    Since 2008
  Jeffrey T. Hanson
 Michael J. Rispoli
  36




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##### Table of Contents



Fiduciary Relationship of our Manager to Us
    Committees of Our Board of Directors
  Section 16(a) Beneficial Ownership Reporting Compliance
   Code of Ethics
  
 Item 11.
    
    Executive Compensation.
 Executive and Director Compensation
   37




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##### Table of Contents



Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Unit Holder
Matters.
 Principal Unit Holders
  
    
    any person who is known to us to be the beneficial owner of more than 5.0% of our
outstanding units; our Manager;
 
    
    our Managers officer and key employee who serve as our principal executive officer and
principal accounting officer; and
 
    
    all of our directors and executive officers as a group.
 Beneficially
    
    
    Percentage ofOwned No.
    
    
    OutstandingName of Beneficial Owners(1)
    
    of Units
    
    
    UnitsOur Manager
    
    None
    
    
    0.0
    %Jeffrey T. Hanson
    
    None
    
    
    0.0
    %Michael J. Rispoli
    
    None
    
    
    0.0
    %All of our directors and executive officers as a group(2)
    
    None
    
    
    0.0
    %
 
 (1)
    
    The address of each beneficial owner listed is 1551 N. Tustin
Avenue, Suite 300, Santa Ana, California 92705.(2)
    
    We have no directors or executive officers of our own.  Equity Compensation Plan Information
  
 Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence.
  The Operating Agreement
  Expenses, Costs, or Fees
   38




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##### Table of Contents



Operating Expenses
  Distributions to Our Manager
  The Management Agreement
  Property Management Fees
  Lease Commissions
  Project Fees
  Real Estate Disposition Fees
   39




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##### Table of Contents



Loan Fees
  Managers Ownership Interest in the Company
  Costs Incurred in Connection with Public Company Filings and Rent
  
 Item 14.
    
    Principal Accounting Fees and Services.
   Services
    
    2009
    
    
    2008Audit Fees(1)
    
    $
    135,000
    
    
    $
    127,000
 
 (1)
    
    Audit fees billed in 2009 and 2008 consisted of the audits of our
annual financial statements, reviews of our quarterly financial
statements, and other services related to filings with the SEC.   40




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules.
 Financial Statements:
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PagesReport of Independent Registered Public Accounting Firm
    
    
    42Consolidated
Statements of Net Assets as of
December 31, 2009 and 2008 (Liquidation Basis)
    
    
    43Consolidated Statements of Changes in Net Assets (Liquidation Basis) For the Years Ended
December 31, 2009, 2008 and 2007
    
    
    44Notes to Consolidated Financial Statements
    
    
    45
 Financial Statement Schedules:
  Exhibits:
  Exhibits:
  Financial Statement Schedules:
   41




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     /s/ Deloitte & Touche, LLP
 
  42




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 
 CONSOLIDATED STATEMENTS OF NET ASSETS
(Liquidation Basis)
As of December 31, 2009 and 2008
 As of December 31,2009
    
    
    2008ASSETSInvestment in unconsolidated real estate
    
    $
    572,000
    
    
    $
    3,401,000Cash and cash equivalents
    
    
    463,000
    
    
    
    385,000Asset for estimated receipts in excess of estimated costs during liquidation
    
    
    849,000
    
    
    
    194,000Total assets
    
    
    1,884,000
    
    
    
    3,980,000LIABILITIESCommitments and contingencies (Note 8)Net assets in liquidation
    
    $
    1,884,000
    
    
    $
    3,980,000
   43




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 
 CONSOLIDATED STATEMENTS OF CHANGES IN NET ASSETS
(Liquidation Basis)
For the Years Ended December 31, 2009, 2008 and 2007
 Year Ended
    
    
    Year Ended
    
    
    Year EndedDecember 31,
    
    
    December 31,
    
    
    December 31,2009
    
    
    2008
    
    
    2007Net assets in liquidation, beginning of year
    
    $
    3,980,000
    
    
    $
    5,928,000
    
    
    $
    6,819,000Changes in net assets in liquidation:Changes to asset (reserve) for estimated receipts
(costs) in excess of estimated costs (receipts)
during liquidation:Operating loss
    
    
    19,000
    
    
    
    48,000
    
    
    
    144,000Distributions received from unconsolidated property
    
    
    (97,000
    )
    
    
    (173,000
    )
    
    
    (395,000
    )Change in estimated receipts in excess of costs
during liquidation
    
    
    733,000
    
    
    
    582,000
    
    
    
    53,000Changes to asset (reserve) for estimated receipts
(costs) in excess of estimated costs (receipts)
during liquidation
    
    
    655,000
    
    
    
    457,000
    
    
    
    (198,000
    )Change in fair value of assets and liabilities:Change in fair value of real estate investments
    
    
    (2,829,000
    )
    
    
    (2,530,000
    )
    
    
    (544,000
    )Change in assets and liabilities due to activity
in the asset (reserve) for estimated receipts
(costs) in excess of estimated costs (receipts)
during liquidation
    
    
    78,000
    
    
    
    125,000
    
    
    
    251,000Net decrease in fair value
    
    
    (2,751,000
    )
    
    
    (2,405,000
    )
    
    
    (293,000
    )Distributions to unit holders
    
    
    
    
    
    
    
    
    
    
    (400,000
    )Change in net assets in liquidation
    
    
    (2,096,000
    )
    
    
    (1,948,000
    )
    
    
    (891,000
    )Net assets in liquidation, end of year
    
    $
    1,884,000
    
    
    $
    3,980,000
    
    
    $
    5,928,000
   44




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 1. Organization and Description of Business
 The use of the words we, us or our refers to NNN 2002 Value Fund, LLC, except where the
context otherwise requires.
   Plan of Liquidation
   2. Summary of Significant Accounting Policies
   45




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Use of Estimates
  Liquidation Basis of Accounting
   Cash and Cash Equivalents
  Concentration of Credit Risk
    46




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Percentage of
    
    
    Square
    
    
    Lease2009 Annual
    
    
    2009 Annual
    
    
    Footage
    
    
    ExpirationTenant
    
    Base Rent*
    
    
    Base Rent
    
    
    (Approximate)
    
    
    Date**Department of Homeland Security
    
    $
    3,538,000
    
    
    
    28.6
    %
    
    
    76,000
    
    
    April 2012North American Co. Life and Health Ins
    
    $
    2,472,000
    
    
    
    20.0
    %
    
    
    101,000
    
    
    Feb. 2012Akzo Nobel, Inc.
    
    $
    2,131,000
    
    
    
    17.2
    %
    
    
    91,000
    
    
    Dec. 2013United States Treasury Department
    
    $
    1,677,000
    
    
    
    13.6
    %
    
    
    37,000
    
    
    Feb. 2013National Railroad Passenger Corporation
    
    $
    1,249,000
    
    
    
    10.1
    %
    
    
    37,000
    
    
    Dec. 2011
 
 *
    
    Annualized rental income is based on contractual base rent from leases in effect as of
December 31, 2009.**
    
    In January 2010, we completed a lease extension on the Akzo Nobel, Inc. lease to December 2019.  Percentage of
    
    
    Square
    
    
    Lease2008 Annual
    
    
    2008 Annual
    
    
    Footage
    
    
    ExpirationTenant
    
    Base Rent*
    
    
    Base Rent
    
    
    (Approximate)
    
    

Date**Department of Homeland Security
    
    $
    3,473,000
    
    
    
    28.8
    %
    
    
    76,000
    
    
    April 2012North American Co. Life and Health Ins
    
    $
    2,421,000
    
    
    
    20.0
    %
    
    
    101,000
    
    
    Feb. 2012Akzo Nobel, Inc.
    
    $
    2,073,000
    
    
    
    17.2
    %
    
    
    91,000
    
    
    Dec. 2013United States Treasury Department
    
    $
    1,645,000
    
    
    
    13.6
    %
    
    
    37,000
    
    
    Feb. 2013
 
 *
    
    Annualized rental income is based on contractual base rent from
leases in effect as of December 31, 2008.**
    
    In January 2010, we completed a lease extension on the Akzo
Nobel, Inc. lease to December 2019. Revenue Recognition
  Income Taxes
  Segments
 Segment Reporting
  47




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Recently Issued Accounting Pronouncements
 The FASB
Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles  a
Replacement of FASB Statement No. 162
 3. Asset (Reserve) for Estimated Receipts (Costs) in Excess of Estimated Costs (Receipts) During
Liquidation
    CashDecember 31,
    
    
    Payments and
    
    
    Change in
    
    
    December 31,2008
    
    
    (Receipts)
    
    
    Estimates
    
    
    2009Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    1,148,000
    
    
    $
    (99,000
    )
    
    $
    221,000
    
    
    $
    1,270,000Liabilities:Liquidation costs
    
    
    (954,000
    )
    
    
    21,000
    
    
    
    512,000
    
    
    
    (421,000
    )Total asset
(reserve) for
estimated receipts
(costs) in excess
of estimated costs
(receipts) during
liquidation
    
    $
    194,000
    
    
    $
    (78,000
    )
    
    $
    733,000
    
    
    $
    849,000
  48




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  CashDecember 31,
    
    
    Payments and
    
    
    Change in
    
    
    December 31,2007
    
    
    (Receipts)
    
    
    Estimates
    
    
    2008Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    1,228,000
    
    
    $
    (177,000
    )
    
    $
    97,000
    
    
    $
    1,148,000Liabilities:Liquidation costs
    
    
    (1,491,000
    )
    
    
    52,000
    
    
    
    485,000
    
    
    
    (954,000
    )Total asset
(reserve) for
estimated receipts
(costs) in excess
of estimated costs
(receipts) during
liquidation
    
    $
    (263,000
    )
    
    $
    (125,000
    )
    
    $
    582,000
    
    
    $
    194,000
 4. Net Assets in Liquidation
     5. Real Estate Investments
  6. Unit Holders Equity
   49




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     7. Related Party Transactions
 The Operating Agreement
  Expenses, Costs, or Fees
  Operating Expenses
    50




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Distributions to Our Manager
  The Management Agreement
  Property Management Fees
  Lease Commissions
  Project Fees
  Real Estate Disposition Fees
  Loan Fees
   51




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 8. Commitments and Contingencies
 Litigation
  Environmental Matters
  Unconsolidated Debt
      52




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Other
  9. Selected Quarterly Financial Data (Unaudited)
  Liquidation BasisQuarters EndedDecember 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,2009
    
    
    2009
    
    
    2009
    
    
    2009Net assets in liquidation, beginning of period
    
    $
    2,101,000
    
    
    $
    4,013,000
    
    
    $
    3,518,000
    
    
    $
    3,980,000Change to asset (reserve) for estimated receipts
(costs) in excess of estimated receipts (costs)
during liquidation
    
    
    (137,000
    )
    
    
    324,000
    
    
    
    452,000
    
    
    
    16,000Net (decrease) increase in fair value
    
    
    (80,000
    )
    
    
    (2,236,000
    )
    
    
    43,000
    
    
    
    (478,000
    )Change in net assets in liquidation
    
    
    (217,000
    )
    
    
    (1,912,000
    )
    
    
    495,000
    
    
    
    (462,000
    )Net assets in liquidation, end of period
    
    $
    1,884,000
    
    
    $
    2,101,000
    
    
    $
    4,013,000
    
    
    $
    3,518,000
 Liquidation BasisQuarters EndedDecember 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,2008
    
    
    2008
    
    
    2008
    
    
    2008Net assets in liquidation, beginning of period
    
    $
    4,579,000
    
    
    $
    5,543,000
    
    
    $
    5,970,000
    
    
    $
    5,928,000Change to asset (reserve) for estimated receipts
(costs) in excess of estimated receipts (costs)
during liquidation
    
    
    (4,000
    )
    
    
    314,000
    
    
    
    229,000
    
    
    
    (82,000
    )Net (decrease) increase in fair value
    
    
    (595,000
    )
    
    
    (1,278,000
    )
    
    
    (656,000
    )
    
    
    124,000Change in net assets in liquidation
    
    
    (599,000
    )
    
    
    (964,000
    )
    
    
    (427,000
    )
    
    
    42,000Net assets in liquidation, end of period
    
    $
    3,980,000
    
    
    $
    4,579,000
    
    
    $
    5,543,000
    
    
    $
    5,970,000
  53




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##### Table of Contents



SIGNATURES
  NNN 2002 Value Fund, LLC(Registrant)By
    
    Grubb & Ellis Realty Investors, LLC,its ManagerBy
    
    /s/ Jeffrey T. Hanson

Jeffrey T. Hanson
    
    
    
    President
Grubb & Ellis Realty Investors, LLC,
the Manager of NNN 2002 Value Fund LLC
(principal executive officer)Date March 5, 2010By
    
    /s/ Michael J. Rispoli

Michael J. Rispoli
    
    
    
    Chief Financial Officer
Grubb & Ellis Realty Investors, LLC,
the Manager of NNN 2002 Value Fund LLC
(principal accounting officer)Date March 5, 2010
  By
    
    /s/ Jeffrey T. Hanson

Jeffrey T. Hanson
    
    
    
    President
Grubb & Ellis Realty Investors, LLC,
the Manager of NNN 2002 Value Fund LLC
(principal executive officer)Date March 5, 2010By
    
    /s/ Michael J. Rispoli

Michael J. Rispoli
    
    
    
    Chief Financial Officer
Grubb & Ellis Realty Investors, LLC,
the Manager of NNN 2002 Value Fund LLC
(principal accounting officer)Date March 5, 2010
  54




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##### Table of Contents



EXHIBIT INDEX
   Item No.
    
    Description2.1
    
    
    NNN 2002 Value Fund, LLC Plan of Liquidation and Dissolution,
as approved by unit holders on September 7, 2005 and as
currently in effect (included as Exhibit A to our Definitive
Proxy Statement filed on August 4, 2005 and incorporated
herein by reference)3.1
    
    
    Articles of Organization of NNN 2002 Value Fund, LLC, dated
May 1, 2002. (included as Exhibit 3.1 to our Amendment No. 1
to Form 10 Registration Statement filed on February 28, 2005
and incorporated herein by reference.)10.1
    
    
    Operating Agreement of NNN 2002 Value Fund, LLC, (included as
Exhibit 10.1 to our Amendment No. 1 to Form 10 Registration
Statement filed on February 28, 2005 and incorporated herein
by reference.)10.2
    
    
    Management Agreement between NNN 2002 Value Fund, LLC and
Triple Net Properties Realty, Inc. (included as Exhibit 10.2
to our Amendment No. 1 to Form 10 Registration Statement
filed on February 28, 2005 and incorporated herein by
reference.)21.1*
    
    
    Subsidiaries of NNN 2002 Value Fund, LLC31.1*
    
    
    Certification of Principal Executive Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2*
    
    
    Certification of Principal Accounting Officer, pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1**
    
    
    Certification of Principal Executive Officer, pursuant to
18 U.S.C. Section 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002.32.2**
    
    
    Certification of Principal Accounting Officer, pursuant to
18 U.S.C. Section 1350, as created by Section 906 of the
Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.**
    
    Furnished herewith.  55