##### Table of Contents





UNITED STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C. 20549
  FORM 10-K
 (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31, 2008oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from 
    to   Commission file number:
    0-51098
  NNN 2002 Value Fund,
    LLC
 (Exact name of registrant as
    specified in its charter)
  Virginia

75-3060438(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)   1551 N. Tustin Avenue, Suite 300
    Santa Ana, California

92705(Address of principal executive offices)

(Zip Code)   Registrants telephone number,
    including area code:
    (714) 667-8252
  Securities registered pursuant to
    Section 12(b) of the Act:
  Title of Each Class

Name of each exchange on which registeredNone

None   Securities registered pursuant to
    section 12(g) of the Act:
  Class A LLC Membership
    Interests
 Class B LLC Membership
    Interests
 Class C LLC Membership
    Interests
 (Title of class)
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  12b-2
   Large Accelerated Filer

o



Accelerated Filer

oNon-accelerated
    Filer

þ

(Do not check if a smaller reporting company)

Smaller Reporting Company

o
   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
    None




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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


22Item 2.


Properties


23Item 3.


Legal Proceedings


24Item 4.


Submission of Matters to a Vote of Unit
    Holders


25PART IIItem 5.


Market for Registrants Common Equity,
    Related Unit Holder Matters and Issuer Purchases of Equity
    Securities


25Item 6.


Selected Financial Data


27Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


28Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


37Item 8.


Financial Statements and Supplementary Data


38Item 9.


Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


38Item 9A(T).


Controls and Procedures


38Item 9B.


Other Information


38PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


39Item 11.


Executive Compensation


40Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Unit Holder Matters


40Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


41Item 14.


Principal Accounting Fees and Services


43PART IVItem 15.


Exhibits, Financial Statement Schedules


44SIGNATURES


58EX-21.1EX-31.1EX-31.2EX-32.1EX-32.2   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
        (714) 667-8252.
  Plan of
    Liquidation
   3




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Liquidation
    Update for 2008
    CURRENT
    INVESTMENT OBJECTIVES AND POLICIES
  General
    
    preserve our unit holders capital investment;
    generate cash through the sale of the Congress Center
    property; and
    realize capital appreciation upon the ultimate sale of the
    Congress Center property.     4




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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;
    emphasizing regular maintenance and periodic renovation to meet
    the needs of tenants and to maximize long-term returns; and
    refinancing the Congress Center property when favorable
    financing terms are available to increase the cash flow.  FINANCING
    POLICIES
      TAX
    STATUS
    DISTRIBUTION
    POLICY
    COMPETITION
   5




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GOVERNMENT
    REGULATIONS
    Costs of Compliance with the Americans with Disabilities
    Act.
  Costs of Government Environmental Regulation and Private
    Litigation.
  Use of Hazardous Substances by Some of Our Tenants.
  Other Federal, State and Local Regulations.
 6




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SIGNIFICANT
    TENANTS
    Percentage of





Lease2008 Annual


2008 Annual


Square Footage


ExpirationTenant

Base Rent*


Base Rent


(Approximate)


DateDepartment of Homeland Security

$
3,473,000



28.8
%


76,000



April 2012North American Co. Life and Health Insurance

$
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.    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.
  and/or
 7




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The
    recent 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; and
    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.  We may
    delay and/or reduce our liquidating distributions to our unit
    holders.
   8




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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.
  and/or
  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;
    competition; and
    changes in real estate tax rates and other operating expenses.   9




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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.
  and/or and/or
  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.
    We
    expect to incur significant and potentially increasing costs in
    connection with Exchange Act and Sarbanes-Oxley Act compliance
    and we may become subject to liability for any failure to
    comply.
  Form 10-Q, Form 10-K Form 8-K,
  and/or
  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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and/or
  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.
  winding-up
  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.
    Our
    plan of liquidation may lead to unit holder litigation which
    could result in substantial costs and distract our
    Manager.
   12




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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.
  tenant-in-common,
 13




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and/or
  Unit
    holders could be liable to the extent of liquidating
    distributions received if contingent reserves are insufficient
    to satisfy our liabilities.
    and/or
  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.
   14




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
    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;
    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, our
    liquidating distributions to our unit holders may 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.
    If one
    of our insurance carriers does not remain solvent, we may not be
    able to fully recover on our claims.
   16




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The
    Congress Center property faces significant
    competition.
    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.
   17




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re-lease
  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.
  and/or
 18




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Our
    co-ownership arrangements with affiliated entities may not
    reflect solely our unit holders best interest and may
    subject these investments 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 has economic or
    business interests or goals which are inconsistent with our
    business interests or goals;
    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 selling a property at a time
    when it would have adverse consequences to us.    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.
    Our
    success will be dependent on the performance of our Manager as
    well as key employees of our Manager.
  and/or
 19




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If 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,
    the Congress Center property may not appreciate or may 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.
    and/or
  
    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 Grubb & Ellis Healthcare REIT, Inc. and
    other real estate investment programs and properties; 20




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##### Table of Contents




    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.
    As a
    result of our failure to timely file our Form 10 and other
    reports and documents required by the Exchange Act in 2004, we
    may be subject to SEC enforcement action or other legal
    action.
    Erroneous
    disclosure in the prior performance tables in our private
    placement offering documents could result in lawsuits or other
    actions against us or our Manager which could have an adverse
    effect upon our business and results of
    operations.
   21




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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.      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   22




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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


$
12,081,000



79.2%


$
29.44     (1)
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2008.(2)
    
    Physical occupancy as of December 31, 2008.(3)
    
    Average effective annual rent per leased square foot as of
    December 31, 2008.      
    we believe the Congress Center property is adequately covered by
    insurance;
    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. 23




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NNN 2002
    Value Fund, LLC
  
  Congress
    Center
    
  Indebtedness
   Item 3. Legal
    Proceedings.  Prior
    Performance Tables
   24




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Litigation
    Item 4.
    Submission
    of Matters to a Vote of Unit Holders.   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

2008


2007March 31


N/A



N/AJune 30


N/A



N/ASeptember 30


N/A



N/ADecember 31


N/A


$
67.11  25




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Quarters Ended

2008


2007March 31


N/A



N/AJune 30


N/A



N/ASeptember 30


N/A



N/ADecember 31


N/A


$
67.11     Quarters Ended

2008


2007March 31


N/A



N/AJune 30


N/A



N/ASeptember 30


N/A



N/ADecember 31


N/A


$
67.11       per-unit
      Equity
    Compensation Plan Information
   26




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Item 6.
    Selected
    Financial Data.    Form 10-K.
  Liquidation BasisAs of December 31,Selected Financial Data(1)

2008


2007


2006


2005STATEMENT OF NET ASSETS:Total assets

$
3,980,000


$
6,191,000


$
6,884,000


$
9,571,000Net assets in liquidation(2)

$
3,980,000


$
5,928,000


$
6,819,000


$
8,689,000Net asset value per Class A unit(2)

$
846.06


$
1,193.31


$
1,347.99


$
1,401.37Net asset value per Class B unit(2)

$
654.02


$
980.85


$
1,130.38


$
1,190.51Net asset value per Class C unit(2)

$
500.09


$
806.51


$
950.90


$
1,017.77   Liquidation BasisPeriod fromAugust 31,2005Year Ended


Year Ended


Year Ended


throughDecember 31,


December 31,


December 31,


December 31,2008


2007


2006


2005STATEMENT OF CHANGES IN NET ASSETS:Net assets in liquidation, beginning of period

$
5,928,000


$
6,819,000


$
8,689,000


$
24,845,000Changes to reserve for estimated costs in excess of estimated
    receipts during liquidation


457,000



(198,000
)


806,000



(652,000
)Net (decrease) increase in fair value


(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


(1,948,000
)


(891,000
)


(1,870,000
)


(16,156,000
)Net assets in liquidation, end of period

$
3,980,000


$
5,928,000


$
6,819,000


$
8,689,000   Going Concern BasisAs of December 31,Selected Financial Data(1)

2004BALANCE SHEET DATA:Total assets

$
73,235,000Mortgage loans payable, including property held for sale

$
42,172,000Unit holders equity

$
19,331,000Book value per unit

$
3,243.46   27




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##### Table of Contents



Going Concern BasisPeriod fromJanuary 1,2005through


Year EndedAugust 31,


December 31,2005


2004OPERATING DATA:Total revenues

$



$
Income (loss) from continuing operations before discontinued
    operations and gain on sale of real estate investments


431,000



(380,000
)Discontinued operations, including gain on sale


7,723,000



196,000Net income (loss)

$
8,154,000


$
(184,000
)OTHER DATA:Cash flows provided by operating activities

$
3,378,000


$
2,984,000Cash flows provided by (used in) investing activities


22,977,000



(2,170,000
)Cash flows used in financing activities


(22,334,000
)


(1,326,000
)Distributions declared

$
12,844,000


$
2,450,000Distributions declared per unit(3)

$
2,155


$
410     (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, 2008,
    2007, 2006 and 2005 of $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,
    2008, 2007, 2006 and 2005 of approximately $18,900,000 (or
    $3,171.22 per unit), $18,900,000 (or $3,171.22 per unit),
    $18,500,000 (or $3,104.10 per unit) and $16,000,000 (or
    $2,936.24 per unit), respectively, would result in liquidating
    distributions per unit of approximately $4,017.28 for
    Class A, $3,825.24 for Class B and $3,671.31 for
    Class C; $4,364.53 for Class A, $4,152.07 for
    Class B and $3,977.73 for Class C; $4,452.09 for
    Class A, $4,234.48 for Class B and $4,055.00 for
    Class C; and $4,337.61 for Class A, $4,126.75 for
    Class B and $3,954.01 for Class C as of
    December 31, 2008, 2007, 2006 and 2005, respectively.(3)
    
    Distributions per unit are based upon our weighted-average
    number of units outstanding.  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.
  Form 10-K.
  Forward-Looking
    Statements
   28




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Overview
    and Background
       29




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Business
    Strategy and Plan of Liquidation
  Form 10-Q, Form 10-K, Form 8-K
            Dispositions
    in 2008, 2007 and 2006
   30




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Critical
    Accounting Policies
  Use of
    Estimates
    Liquidation
    Basis of Accounting
      Asset
    (Reserve) for Estimated Receipts (Costs) in Excess of Estimated
    Costs (Receipts) During Liquidation
     31




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##### Table of Contents



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     CashDecember 31,


Payments and


Change in


December 31,2006


(Receipts)


Estimates


2007Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
1,549,000


$
(410,000
)

$
89,000


$
1,228,000Liabilities:Liquidation costs


(1,614,000
)


159,000



(36,000
)


(1,491,000
)Total reserve for estimated costs in excess of estimated
    receipts during liquidation

$
(65,000
)

$
(251,000
)

$
53,000


$
(263,000
)   Net
    Assets in Liquidation
    Revenue
    Recognition
    Factors
    Which May Influence Future Changes in Net Assets in
    Liquidation
  Rental
    Income
    Scheduled
    Lease Expirations
   32




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##### Table of Contents



Sarbanes-Oxley
    Act
  and/or
  Changes
    in Net Assets In Liquidation
  For
    the Year Ended December 31, 2008
    For
    the Year Ended December 31, 2007
    For
    the Year Ended December 31, 2006
    Liquidity
    and Capital Resources
   33




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##### Table of Contents



Current
    Sources of Capital and Liquidity
        Other
    Liquidity Needs
           34




---



##### Table of Contents



Capital
    Resources
  General
        Financing
       35




---



##### Table of Contents



Unconsolidated
    Debt
      re-lease
  Commitments
    and Contingencies
  Insurance
    Coverage
  Property
    Damage, Business Interruption, Earthquake and
    Terrorism
    Debt
    Service Requirements
    Contractual
    Obligations
    Off-Balance
    Sheet Arrangements
   36




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##### Table of Contents



Inflation
    Subsequent
    Events
    Recently
    Issued Accounting Pronouncements
  Fair Value
    Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Disclosures about Derivative Instruments and Hedging
    Activities
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.   37




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data.    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure.    Item 9A(T).
    Controls
    and Procedures.  Evaluation of disclosure controls and
    procedures.
  Rules 13a-15(e) 15d-15(e)
  Managements Report on Internal Control over
    Financial Reporting. Rules 13a-15(f) 15d-15(f)
      Changes in internal control over financial
    reporting.
  Form 10-K Form 10-K.
  Item 9B.
    Other
    Information.   38




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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 2008Courtney A. Brower


30


Principal Accounting Officer

Since 2007     Jeffrey T. Hanson
  Courtney A. Brower
 39




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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
  Form 10-K.
  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; 40




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##### Table of Contents




    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
%Courtney A. Brower


None



0.0
%All of our directors and executive officers as a group(2)







%     (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
    Operating
    Expenses
    Distributions
    to Our Manager
   41




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##### Table of Contents



The
    Management Agreement
    Property
    Management Fees
    Lease
    Commissions
    Project
    Fees
    Real
    Estate Disposition Fees
    Loan
    Fees
    Managers
    Ownership Interest in the Company
    Costs
    Incurred in Connection with Public Company Filings and
    Rent
   42




---



##### Table of Contents



Item 14.
    Principal
    Accounting Fees and Services.      Services

2008


2007Audit Fees(1)

$
127,000


$
123,000     (1)
    
    Audit fees billed in 2008 and 2007 consisted of the audits of
    our annual financial statements, reviews of our quarterly
    financial statements, and other services related to filings with
    the SEC.   43




---



##### 



PART IV  Item 15.
    Exhibits,
    Financial Statement Schedules.  Financial Statements:
  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PagesReport of Independent Registered Public
    Accounting Firm


45Consolidated Statements of Net Assets as of
    December 31, 2008 and 2007 (Liquidation Basis)


46Consolidated Statements of Changes in Net Assets
    (Liquidation Basis) For the Years Ended December 31, 2008,
    2007 and 2006


47Notes to Consolidated Financial Statements


48Schedules    Financial Statement Schedules:
    Exhibits:
    Exhibits:
    Financial Statement Schedules:
   44




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             Deloitte &
    Touche, LLP
    45




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLCCONSOLIDATED STATEMENTS OF NET ASSETS
    (Liquidation Basis)
    As of December 31, 2008 and 2007
  As of December 31,2008


2007ASSETSInvestment in unconsolidated real estate

$
3,401,000


$
5,931,000Cash and cash equivalents


385,000



260,000Asset for estimated receipts in excess of estimated costs during
    liquidation


194,000



Total assets


3,980,000



6,191,000LIABILITIESReserve for estimated costs in excess of estimated receipts
    during liquidation






263,000Total liabilities






263,000Commitments and contingencies (Note 8)Net assets in liquidation

$
3,980,000


$
5,928,000    46




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##### Table of Contents



NNN 2002
    VALUE FUND, LLCCONSOLIDATED STATEMENTS OF CHANGES IN NET
    ASSETS
    (Liquidation Basis)
    For the Years Ended December 31, 2008, 2007 and
    2006
  Year Ended


Year Ended


Year EndedDecember 31,


December 31,


December 31,2008


2007


2006Net assets in liquidation, beginning of period

$
5,928,000


$
6,819,000


$
8,689,000Changes in net assets in liquidation:Changes to asset (reserve) for estimated receipts (costs) in
    excess of estimated costs (receipts) during liquidation:Operating loss


48,000



144,000



45,000Distributions received from unconsolidated property


(173,000
)


(395,000
)


(654,000
)Change in estimated receipts (costs) in excess of costs
    (receipts) during liquidation


582,000



53,000



1,415,000Changes to asset (reserve) for estimated receipts (costs) in
    excess of estimated costs (receipts) during liquidation


457,000



(198,000
)


806,000Change in fair value of assets and liabilities:Change in fair value of real estate investments


(2,530,000
)


(544,000
)


(785,000
)Change in assets and liabilities due to activity in the asset
    (reserve) for estimated receipts (costs) in excess of estimated
    costs (receipts) during liquidation


125,000



251,000



609,000Net decrease in fair value


(2,405,000
)


(293,000
)


(176,000
)Distributions to unit holders






(400,000
)


(2,500,000
)Change in net assets in liquidation


(1,948,000
)


(891,000
)


(1,870,000
)Net assets in liquidation, end of period

$
3,980,000


$
5,928,000


$
6,819,000    47




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For
    the Years ended December 31, 2008, 2007 and 2006
  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
   48




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years ended December 31, 2008, 2007 and
    2006-(Continued)
      2.
    Summary
    of Significant Accounting Policies    Use of
    Estimates
    Liquidation
    Basis of Accounting
     49




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years ended December 31, 2008, 2007 and
    2006-(Continued)
  Cash
    and Cash Equivalents
    Concentration
    of Credit Risk
        Percentage of


Square


Lease2008 Annual


2008 Annual


Footage


ExpirationTenant

Base Rent*


Base Rent


(Approximate)


DateDepartment 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.    Percentage of


Square


Lease2007 Annual


2007 Annual


Footage


ExpirationTenant

Base Rent*


Base Rent


(Approximate)


DateDepartment of Homeland Security

$
3,408,000



25.6
%


76,000



April 2012North American Co. Life and Health Ins

$
2,371,000



17.8
%


101,000



Feb. 2012Akzo Nobel, Inc.

$
2,028,000



15.3
%


90,000



Dec. 2013United States Treasury Department

$
1,614,000



12.1
%


37,000



Feb. 2013Employers Reinsurance Corporation(1)

$
1,513,000



11.4
%


67,000



Jan. 2008
(2)    *
    
    Annualized rental income is based on contractual base rent from
    leases in effect as of December 31, 2007.(1)
    
    Employers Reinsurance Corporation was previously referred
    to as GE Insurance Solutions in our periodic SEC filings. 50




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years ended December 31, 2008, 2007 and
    2006-(Continued)
   (2)
    
    On December 21, 2006, Realty received a termination notice
    from Employers Reinsurance Corporation notifying Realty of
    their intent to exercise their option to terminate their lease
    effective January 1, 2008 at the Congress Center property.
    Effective January 1, 2008, Employers Reinsurance
    Corporations lease was terminated.  Revenue
    Recognition
    Income
    Taxes
    Segments
    Recently
    Issued Accounting Pronouncements
  Fair Value
    Measurement
  The
    Fair Value Option for Financial Assets and Financial
    Liabilities
  Disclosures about Derivative Instruments and Hedging
    Activities
 51




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years ended December 31, 2008, 2007 and
    2006-(Continued)
  3.
    Asset
    (Reserve) for Estimated Receipts (Costs) in Excess of Estimated
    Costs (Receipts) During Liquidation        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     CashDecember 31,


Payments and


Change in


December 31,2006


(Receipts)


Estimates


2007Assets:Estimated net inflows from consolidated and unconsolidated
    operating activities

$
1,549,000


$
(410,000
)

$
89,000


$
1,228,000Liabilities:Liquidation costs


(1,614,000
)


159,000



(36,000
)


(1,491,000
)Total reserve for estimated costs in excess of estimated
    receipts during liquidation

$
(65,000
)

$
(251,000
)

$
53,000


$
(263,000
)  52




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years ended December 31, 2008, 2007 and
    2006-(Continued)
  4.
    Net
    Assets in Liquidation        5.
    Real
    Estate Investments    Dispositions
    in 2008, 2007 and 2006
    6.
    Unit
    Holders Equity     53




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years ended December 31, 2008, 2007 and
    2006-(Continued)
    per-unit
    7.
    Related
    Party Transactions  The Operating Agreement
    Expenses,
    Costs, or Fees
    Operating
    Expenses
    Distributions
    to Our Manager
   54




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##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years ended December 31, 2008, 2007 and
    2006-(Continued)
  The
    Management Agreement
    Property
    Management Fees
    Lease
    Commissions
    Project
    Fees
    Real
    Estate Disposition Fees
    Loan
    Fees
    8.
    Commitments
    and Contingencies  Litigation
    Environmental
    Matters
   55




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years ended December 31, 2008, 2007 and
    2006-(Continued)
    Unconsolidated
    Debt
      re-lease
  Other
   56




---



##### Table of Contents



NNN 2002
    VALUE FUND, LLC
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 For the
    Years ended December 31, 2008, 2007 and
    2006-(Continued)
  9.
    Selected
    Quarterly Financial Data (Unaudited)    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   Liquidation BasisQuarters EndedDecember 31,


September 30,


June 30,


March 31,2007


2007


2007


2007Net assets in liquidation, beginning of period

$
6,703,000


$
6,877,000


$
6,803,000


$
6,819,000Change to asset (reserve) for estimated receipts (costs) in
    excess of estimated receipts (costs) during liquidation


172,000



(303,000
)


2,000



(69,000
)Net (decrease) increase in fair value


(547,000
)


129,000



72,000



53,000Liquidating distributions to unit holders


(400,000
)










Change in net assets in liquidation


(775,000
)


(174,000
)


74,000



(16,000
)Net assets in liquidation, end of period

$
5,928,000


$
6,703,000


$
6,877,000


$
6,803,000   10.
    Subsequent
    Events   57




---



##### Table of Contents



SIGNATURES    Value
    Fund
  (Registrant)
        March 9, 2009Date

/s/  Jeffrey
    T. HansonJeffrey
    T. HansonPresidentGrubb & Ellis Realty Investors, LLC, 
    the Manager of NNN 2002 Value Fund, LLC (principal executive officer)March 9, 2009Date

/s/  Courtney
    A. BrowerCourtney
    A. BrowerFinancial Reporting Manager 
    Grubb & Ellis Realty Investors, LLC, 
    the Manager of NNN 2002 Value Fund, LLC (principal accounting officer)  58




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##### Table of Contents



EXHIBIT INDEX
  Regulation S-K,
  Form 10-K Regulation S-K).
  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. 59