##### 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, 2010
 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
 Yes o No þ
 Yes o No 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
    
    
    8Item 1B. Unresolved Staff Comments
    
    
    21Item 2. Properties
    
    
    21Item 3. Legal Proceedings
    
    
    22Item 4. [Removed and 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
    
    
    25Item 7A. Quantitative and Qualitative Disclosures About Market Risk
    
    
    32Item 8. Financial Statements and Supplementary Data
    
    
    32Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
    
    
    32Item 9A. Controls and Procedures
    
    
    32Item 9B. Other Information
    
    
    33PART IIIItem 10. Directors, Executive Officers and Corporate Governance
    
    
    34Item 11. Executive Compensation
    
    
    35Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Unit Holder Matters
    
    
    36Item 13. Certain Relationships and Related Transactions, and Director Independence
    
    
    36Item 14. Principal Accounting Fees and Services
    
    
    38PART IVItem 15. Exhibits and Financial Statement Schedules
    
    
    39SIGNATURES
    
    
    51Exhibit 21.1Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2




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##### Table of Contents



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.
 Overview
      3




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Plan of Liquidation
       Liquidation Update
   4




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Current Investment Objectives and Strategies
 General
  
    
    preserve our unit holders capital investment; and
 
    
    generate cash through the sale 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;
 
    
    maintaining or improving rental income and cash flow by aggressively marketing rentable
space 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.
 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.
 Tax Status
  Distribution Policy
   5




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Competition
    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
  6




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Other Federal, State and Local Regulations
 Significant Tenants
  Percentage of
    
    
    
    
    
    
    Lease2010 Annual
    
    
    2010 Annual
    
    
    Square Footage
    
    
    ExpirationTenant
    
    Base Rent(1)
    
    
    Base Rent
    
    
    (Approximate)
    
    
    DateU.S. Department of Homeland Security
    
    $
    3,603,000
    
    
    
    28.3
    %
    
    
    76,000
    
    
    Apr. 2012North American Co. Life and Health Insurance
    
    $
    2,708,000
    
    
    
    21.3
    %
    
    
    111,000
    
    
    Various (2)Akzo Nobel, Inc.
    
    $
    2,176,000
    
    
    
    17.1
    %
    
    
    91,000
    
    
    Dec. 2019U.S. Department of Treasury
    
    $
    1,709,000
    
    
    
    13.4
    %
    
    
    37,000
    
    
    Feb. 2013National Railroad Passenger Corporation
    
    $
    1,274,000
    
    
    
    10.0
    %
    
    
    50,000
    
    
    Dec. 2011
 
 (1)
    
    Annualized rental income is based on contractual base rent set forth
in leases in effect as of December 31, 2010.(2)
    
    The lease with respect to 9,000 square feet expires in June 2011, and
the lease with respect to 50,000 square feet expires in February 2012.
The lease for 42,000 square feet expires in February 2022, and the
remaining 10,000 square feet is leased on a month-to-month basis.  Employees
  Financial Information About Industry Segments
   7




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##### Table of Contents



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 and/or reduced.
  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;
 
    
    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.
  8




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We may be unable to sell our interest in a limited liability company at our expected value or reach
an agreement with our co-owners of the Congress Center property on sales terms of this property,
which would delay and possibly reduce liquidating distributions to our unit holders
  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;
 
    
    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.
    9




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If any of the buyers 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 and/or reduced.
  We may delay and/or reduce our estimated liquidating distributions to our unit holders.
  We have terminated our regular monthly distributions and future distributions will be determined at
the sole discretion of our Manager.
  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 of leases by our tenants;
 
    
    competition; and
 
    
    changes in real estate tax rates and other operating expenses.
   10




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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.
  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.
   11




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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 plan of liquidation has caused our accounting basis to change, which could require us to
write-down our assets.
  Our entity value may be adversely affected by adoption of our plan of liquidation.
  Our Manager may amend our plan of liquidation without further unit holder approval.
  Our Manager has the authority to sell our interest in 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 litigation which could result in substantial costs and distract
our Manager.
  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 Manager, its employees and its affiliates have interests that differ from our unit holders as a
result of the liquidation.
     13




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If our Manager is unable to retain key executives and employees sufficient to complete the plan of
liquidation in a reasonably expeditious manner, our liquidating distributions might be delayed
and/or reduced.




Our success is dependent on the
performance of our Manager, its executive officers and employees. Our ability to achieve
our investment objectives and to conduct our operations is dependent upon the
performance of our Manager, its executive officers and its employees in the
determination of any financing arrangements, the management and disposition of
our assets and the operation of our day-to-day activities. We rely on the
management ability of our Manager as well as the management of any entities or
ventures in which we co-invest. If our Manager suffers or is distracted by
adverse financial or operational problems in connection with its operations
unrelated to us, our Manager’s ability to allocate time and/or resources
to our operations may be adversely affected. If our Manager is unable to
allocate sufficient resources to oversee and perform our operations for any
reason, our results of operations would be adversely impacted. Our Manager has become
aware of bankruptcy filings effected by two unaffiliated, individual investor
entities, who are minority owners in two TIC programs that were originally
sponsored by our Manager. Our Manager provided non-recourse/carve-out
guarantees for each of these properties, which only impose liability on our
Manager if certain acts prohibited by the loan documents take place. Liability
under these non-recourse/carve-out guarantees may be triggered by the voluntary
bankruptcy filings made by the two unaffiliated, individual investor entities.
As a consequence of these bankruptcy filings, our Manager may become liable
under these guarantees and related indemnification obligations for the benefit
of the mortgage lender in connection with these TIC programs. While our
Manager’s ultimate liability under these guarantees is uncertain as a
result of numerous factors, including, without limitation, the amount of the
lender’s credit bids at the time of foreclosure, the ultimate disposition
of the individual bankruptcy proceedings, and the defenses our Manager may
raise under the guarantees, such liability may be in an amount in excess of our
Manager’s net worth. Our Manager is investigating the facts and
circumstances surrounding these events, and the potential liabilities related
thereto, and intends to vigorously dispute any imposition of any liability
under any such guarantee or indemnity obligation. Our Manager has also
been involved in multiple legal proceedings with respect to one of these TIC
programs, including an action pending in state court in Austin, Texas, or the
Texas Action, and an arbitration proceeding being conducted in California, or
the Arbitration. In the Texas Action, our Manager and an affiliate are pursuing
claims against the developers and sellers of the property and other defendants
to recover damages arising from undisclosed ground movement. The outcome of the
Texas Action, and the damages, if any, that our Manager and its affiliate will
recover, are uncertain. In the Arbitration, TIC investors are asserting, among
other things, that our Manager should bear responsibility for alleged
diminution in the value of the property and their investments as a result of
ground movement. The Arbitration has been bifurcated into two phases. In the
first phase, the arbitrator ruled in favor of the TIC investors, finding, among
other things, that the TIC investors had properly terminated the property
management agreement for cause. The second phase of the Arbitration involves
the TICs’ claims for damages. The hearing will be conducted in
June 2011 and will result in the arbitrator’s determination of
whether the TICs have proven any of their claims and what damages, if any,
should be awarded against our Manager. Our Manager is vigorously defending
against those claims. Our Manager has tendered this matter to its insurance
carriers for indemnification and will vigorously pursue coverage. While the
outcome of the second phase of the Arbitration is uncertain, an adverse
determination by the arbitrator could result in a material and adverse effect
on our Manager’s financial condition, results of operations and cash
flows. Our success is dependent on the
performance of our Manager, which could be adversely impacted by the
performance of its parent company. Our Manager is a
wholly owned direct subsidiary of NNN Realty Advisors, Inc., or NNNRA, which is
a wholly owned indirect subsidiary of Grubb & Ellis Company, or Grubb &
Ellis. Our ability to achieve our investment objectives and to conduct our
operations is dependent upon the performance of our Manager, its executive
officers and its employees. If our Manager suffers or is distracted by adverse
financial or operational problems in connection with NNNRA or Grubb &
Ellis, our Manager’s ability to allocate time and/or resources to our
operations may be adversely affected. If our Manager is unable to allocate
sufficient resources to oversee and perform our operations for any reason, our
results of operations would be adversely impacted. NNNRA is a guarantor
on the mortgage loans of several TIC programs that it has sponsored. Under the
guaranty agreements, NNNRA is required to maintain a specified level of minimum
net worth. As of December 31, 2010, NNNRA’s net worth was below the
contractually specified levels with respect to approximately 30 percent of
its managed TIC programs. While this circumstance does not, in and of itself,
create any direct recourse liability for NNNRA, failure to meet the minimum net
worth on these programs could result in the imposition of an event of default
under these TIC loan agreements and NNNRA potentially becoming liable for up to
$6.0 million, in the aggregate, of certain partial-recourse guarantee
obligations of the underlying mortgage debt for certain of these TIC programs.
To date, no events of default have been declared. In addition, Grubb
& Ellis’ business is sensitive to trends in the general economy, as
well as the commercial real estate and credit markets. The current
macroeconomic environment and accompanying credit crisis has negatively
impacted the value of commercial real estate assets, contributing to a general
slowdown in Grubb & Ellis’ industry, which Grubb & Ellis
anticipates will continue through 2011. A prolonged and pronounced recession
could continue or accelerate the reduction in overall transaction volume and
size of sales and leasing activities that Grubb & Ellis has already
experienced, and could continue to put downward pressure on Grubb &
Ellis’ revenues and operating results. To the extent that any decline in
Grubb & Ellis’ revenues and operating results impacts the performance
of NNNRA or our Manager, our financial condition and results of operations
could also suffer. Our 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,
which could result in us being unable to find a buyer willing or able to assume the mortgages and
which could lead to a delay or reduction in 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.
    14




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Other Risks of Our Business
 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 Congress Center property faces significant competition, which could cause a delay or reduction
in liquidating distributions to our unit holders.
    15




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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;
 
    
    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.
  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.
  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.
    16




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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.
  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.
    17




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There is 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.
  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.
  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;
  18




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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.
  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 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.
  19




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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.
    Distributions paid by us have included, and will continue to include, a return of capital.
  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.
  The failure of any bank in which we deposit our funds could reduce the amount of cash we have
available to pay liquidating distributions.
   20




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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
    
    
    $
    12,734,000
    
    
    
    81
    %
    
    $
    30.25
 
 (1)
    
    Annualized rental income is based on contractual base rent set forth in leases
in effect as of December 31, 2010.(2)
    
    Physical occupancy as of December 31, 2010.(3)
    
    Average effective annual rent per occupied square foot as of December 31, 2010.  
    
    we have no plans for any material renovations, improvements or development of the
property, except in accordance with planned budgets and executed leases; and
 
    
    our property is located in a market where we are subject to competition for attracting
new tenants and retaining current tenants.
  NNN 2002 Value Fund, LLC
 
  21




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Congress Center
  
 Indebtedness
  
 Item 3.
    
    Legal Proceedings.
  
 Item 4.
    
    [Removed and 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
        23




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Equity Compensation Plan Information
  
 Item 6.
    
    Selected Financial Data.
   As of December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Statement of Net Assets:Total assets
    
    $
    2,119,000
    
    
    $
    1,884,000
    
    
    $
    3,980,000
    
    
    $
    6,191,000
    
    
    $
    6,884,000Net assets in liquidation(1)
    
    $
    2,119,000
    
    
    $
    1,884,000
    
    
    $
    3,980,000
    
    
    $
    5,928,000
    
    
    $
    6,819,000Net asset value per Class A unit(1)
    
    $
    514.33
    
    
    $
    472.55
    
    
    $
    846.06
    
    
    $
    1,193.31
    
    
    $
    1,347.99Net asset value per Class B unit(1)
    
    $
    341.81
    
    
    $
    302.48
    
    
    $
    654.02
    
    
    $
    980.85
    
    
    $
    1,130.38Net asset value per Class C unit(1)
    
    $
    207.37
    
    
    $
    170.49
    
    
    $
    500.09
    
    
    $
    806.51
    
    
    $
    950.90
 Year Ended December 31,2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Statement of Changes in Net Assets:Net assets in liquidation, beginning of
period
    
    $
    1,884,000
    
    
    $
    3,980,000
    
    
    $
    5,928,000
    
    
    $
    6,819,000
    
    
    $
    8,689,000Changes to asset for estimated receipts
in excess of estimated costs during
liquidation
    
    
    16,000
    
    
    
    655,000
    
    
    
    457,000
    
    
    
    (198,000
    )
    
    
    806,000Net increase (decrease) in fair value
    
    
    219,000
    
    
    
    (2,751,000
    )
    
    
    (2,405,000
    )
    
    
    (293,000
    )
    
    
    (176,000
    )Distributions to unit holders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (400,000
    )
    
    
    (2,500,000
    )Change in net assets in liquidation
    
    
    235,000
    
    
    
    (2,096,000
    )
    
    
    (1,948,000
    )
    
    
    (891,000
    )
    
    
    (1,870,000
    )Net assets in liquidation, end of period
    
    $
    2,119,000
    
    
    $
    1,884,000
    
    
    $
    3,980,000
    
    
    $
    5,928,000
    
    
    $
    6,819,000
 
 (1)
    
    The net assets in liquidation as of December 31, 2010, 2009, 2008, 2007 and 2006 of
$2,119,000, $1,884,000, $3,980,000, $5,928,000 and $6,819,000, respectively, plus the
cumulative liquidating distributions to our unit holders through December 31, 2010,
2009, 2008, 2007 and 2006 of approximately $18,900,000, $18,900,000, $18,900,000,
$18,900,000 and $18,500,000, respectively, would result in liquidating distributions
per unit, per class share, as follows as of December 31 of each year: 2010
    
    
    2009
    
    
    2008
    
    
    2007
    
    
    2006Cumulative liquidating distributions paid(2)
    
    $
    3,171.22
    
    
    $
    3,171.22
    
    
    $
    3,171.22
    
    
    $
    3,171.22
    
    
    $
    3,104.10Total liquidating distributions:Class A
unit (2)
    
    $
    3,685.55
    
    
    $
    3,643.77
    
    
    $
    4,017.28
    
    
    $
    4,364.53
    
    
    $
    4,452.09Class B
unit (2)
    
    $
    3,513.03
    
    
    $
    3,473.70
    
    
    $
    3,825.24
    
    
    $
    4,152.07
    
    
    $
    4,234.48Class C
unit (2)
    
    $
    3,378.59
    
    
    $
    3,341.71
    
    
    $
    3,671.31
    
    
    $
    3,977.73
    
    
    $
    4,055.00
 (2)
    
    Distributions per unit are based upon our weighted-average number of units outstanding.  24




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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
    25




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##### Table of Contents



Business Strategy and Plan of Liquidation
      26




---



##### Table of Contents



Dispositions in 2010, 2009 and 2008
  Critical Accounting Policies
 Use of Estimates
  Liquidation Basis of Accounting
   Asset for Estimated Receipts in Excess of Estimated Costs During Liquidation
   27




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##### Table of Contents



December 31,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2009
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2010Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    1,270,000
    
    
    $
    (1,000
    )
    
    $
    99,000
    
    
    $
    1,368,000Liabilities:Liquidation costs
    
    
    (421,000
    )
    
    
    13,000
    
    
    
    (96,000
    )
    
    
    (504,000
    )Total asset for
estimated receipts
in excess of
estimated costs
during liquidation
    
    $
    849,000
    
    
    $
    12,000
    
    
    $
    3,000
    
    
    $
    864,000
  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 for
estimated receipts
in excess of
estimated costs
during liquidation
    
    $
    194,000
    
    
    $
    (78,000
    )
    
    $
    733,000
    
    
    $
    849,000
 Net Assets in Liquidation
  Revenue Recognition
  Factors Which May Influence Future Changes in Net Assets in Liquidation
 Investment in Unconsolidated Real Estate
   28




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##### Table of Contents



Rental Income
  Scheduled Lease Expirations
  Changes in Net Assets In Liquidation
 For the Year Ended December 31, 2010
  For the Year Ended December 31, 2009
  For the Year Ended December 31, 2008
  Liquidity and Capital Resources
   29




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Current Sources of Capital and Liquidity
    Other Liquidity Needs
     30




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##### Table of Contents



Capital Resources
     Unconsolidated Debt
    31




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##### Table of Contents



Commitments and Contingencies
 Insurance Coverage
 Property Damage, Business Interruption, Earthquake and Terrorism
  Debt Service Requirements
  Contractual Obligations
  Off-Balance Sheet Arrangements
  Inflation
  
 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.
  
 Item 9A.
    
    Controls and Procedures.
 Evaluation of disclosure controls and procedures
  32




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##### Table of Contents



Managements Report on Internal Control over Financial Reporting
  Changes in internal control over financial reporting
 
 Item 9B.
    
    Other Information.
   33




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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 OfficeSteven M. Shipp
    
    49
    
    
    Principal Executive Officer
    
    Since 2011Paul E. Henderson
    
    39
    
    
    Principal Financial Officer
    
    Since 2010
  Steven M. Shipp
 Paul E. Henderson
  34




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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
   35




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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s officers who serve as our principal executive officer and principal
financial 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
    %Steven M. Shipp
    
    None
    
    
    0.0
    %Paul E. Henderson
    
    None
    
    
    0.0
    %Jeffrey T. Hanson(2)
    
    None
    
    
    0.0
    %All of our directors and executive officers as a group(3)
    
    None
    
    
    0.0
    %
 
 (1)
    
    The address of each beneficial owner listed is 1551 N. Tustin Avenue, Suite 300, Santa Ana,
California 92705.(2)
    
    Mr. Hanson resigned as our principal executive officer on February 28, 2011.(3)
    
    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
   36




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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
  Loan Fees
   37




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##### Table of Contents



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
    
    2010
    
    
    2009Audit Fees(1)
    
    $
    112,000
    
    
    $
    135,000
 
 (1)
    
    Audit fees billed in 2010 and 2009 consisted of the audits of our
annual financial statements, reviews of our quarterly financial
statements, and other services related to filings with the SEC. Section 10a(i)(1)(b)
  38




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##### Table of Contents



PART IV
 
 Item 15.
    
    Exhibits and Financial Statement Schedules.
 Financial Statements:
 INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 PageReport of Independent Registered Public Accounting Firm
    
    40Consolidated Statements of Net Assets (Liquidation Basis) as of December 31, 2010 and 2009
    
    41Consolidated Statements of Changes in Net Assets (Liquidation Basis) For the Years Ended
December 31, 2010, 2009 and 2008
    
    42Notes to Consolidated Financial Statements
    
    43
 Financial Statement Schedules:
  Exhibits:
  Exhibits:
  Financial Statement Schedules:
   39




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##### Table of Contents



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
     Deloitte & Touche, LLP
 
  40




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 
 CONSOLIDATED STATEMENTS OF NET ASSETS
(Liquidation Basis)
As of December 31, 2010 and 2009
 As of December 31,2010
    
    
    2009ASSETSInvestment in unconsolidated real estate
    
    $
    804,000
    
    
    $
    572,000Cash and cash equivalents
    
    
    451,000
    
    
    
    463,000Asset for estimated receipts in excess of estimated costs during liquidation
    
    
    864,000
    
    
    
    849,000Total assets
    
    
    2,119,000
    
    
    
    1,884,000LIABILITIESCommitments and contingencies (Note 8)Net assets in liquidation
    
    $
    2,119,000
    
    
    $
    1,884,000
   41




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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, 2010, 2009 and 2008
 Year Ended December 31,2010
    
    
    2009
    
    
    2008Net assets in liquidation, beginning of year
    
    $
    1,884,000
    
    
    $
    3,980,000
    
    
    $
    5,928,000Changes in net assets in liquidation:Changes to asset for estimated receipts in excess of estimated
costs during liquidation:Operating loss
    
    
    13,000
    
    
    
    19,000
    
    
    
    48,000Distributions received from unconsolidated property
    
    
    
    
    
    
    (97,000
    )
    
    
    (173,000
    )Change in estimated receipts in excess of costs during
liquidation
    
    
    3,000
    
    
    
    733,000
    
    
    
    582,000Net increase in asset for estimated receipts in excess of
estimated costs during liquidation
    
    
    16,000
    
    
    
    655,000
    
    
    
    457,000Change in fair value of assets and liabilities:Change in fair value of real estate investments
    
    
    232,000
    
    
    
    (2,829,000
    )
    
    
    (2,530,000
    )Change in assets and liabilities due to activity in asset for
estimated receipts in excess of estimated costs during
liquidation
    
    
    (13,000
    )
    
    
    78,000
    
    
    
    125,000Net increase (decrease) in fair value of assets and liabilities
    
    
    219,000
    
    
    
    (2,751,000
    )
    
    
    (2,405,000
    )Distributions to unit holders
    
    
    
    
    
    
    
    
    
    
    Change in net assets in liquidation
    
    
    235,000
    
    
    
    (2,096,000
    )
    
    
    (1,948,000
    )Net assets in liquidation, end of year
    
    $
    2,119,000
    
    
    $
    1,884,000
    
    
    $
    3,980,000
   42




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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
    43




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  2. Summary of Significant Accounting Policies
  Use of Estimates
  Liquidation Basis of Accounting
   Cash and Cash Equivalents
  Concentration of Credit Risk
   44




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   Percentage of
    
    
    
    
    
    
    Lease2010 Annual
    
    
    2010 Annual
    
    
    Square Footage
    
    
    ExpirationTenant
    
    Base Rent(1)
    
    
    Base Rent
    
    
    (Approximate)
    
    
    DateU.S. Department of Homeland Security
    
    $
    3,603,000
    
    
    
    28.3
    %
    
    
    76,000
    
    
    Apr. 2012North American Co. Life and Health Insurance
    
    $
    2,708,000
    
    
    
    21.3
    %
    
    
    111,000
    
    
    Various (2)Akzo Nobel, Inc.
    
    $
    2,176,000
    
    
    
    17.1
    %
    
    
    91,000
    
    
    Dec. 2019U.S. Department of Treasury
    
    $
    1,709,000
    
    
    
    13.4
    %
    
    
    37,000
    
    
    Feb. 2013National Railroad Passenger Corporation
    
    $
    1,274,000
    
    
    
    10.0
    %
    
    
    50,000
    
    
    Dec. 2011
 
 (1)
    
    Annualized rental income is based on contractual base rent set forth
in leases in effect as of December 31, 2010.(2)
    
    The lease with respect to 9,000 square feet expires in June 2011, and
the lease with respect to 50,000 square feet expires in February 2012.
The lease for 42,000 square feet expires in February 2022, and the
remaining 10,000 square feet is leased on a month-to-month basis.  Percentage of
    
    
    
    
    
    
    Lease2009 Annual
    
    
    2009 Annual
    
    
    Square Footage
    
    
    ExpirationTenant
    
    Base Rent(1)
    
    
    Base Rent
    
    
    (Approximate)
    
    
    DateU.S. Department of Homeland Security
    
    $
    3,538,000
    
    
    
    28.6
    %
    
    
    76,000
    
    
    Apr. 2012North American Co. Life and Health Insurance
    
    $
    2,472,000
    
    
    
    20.0
    %
    
    
    101,000
    
    
    Feb. 2012Akzo Nobel, Inc.
    
    $
    2,131,000
    
    
    
    17.3
    %
    
    
    91,000
    
    
    Dec. 2013U.S. Department of Treasury
    
    $
    1,677,000
    
    
    
    13.5
    %
    
    
    37,000
    
    
    Feb. 2013National Railroad Passenger Corporation
    
    $
    1,249,000
    
    
    
    10.1
    %
    
    
    37,000
    
    
    Dec. 2011
 
 (1)
    
    Annualized rental income is based on contractual base rent set forth
in leases in effect as of December 31, 2009. Revenue Recognition
  Income Taxes
   45




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Segments
 Segment Reporting
 3. Asset for Estimated Receipts in Excess of Estimated Costs During Liquidation
    December 31,
    
    
    Cash Payments
    
    
    Change in
    
    
    December 31,2009
    
    
    and (Receipts)
    
    
    Estimates
    
    
    2010Assets:Estimated net
inflows from
consolidated and
unconsolidated
operating
activities
    
    $
    1,270,000
    
    
    $
    (1,000
    )
    
    $
    99,000
    
    
    $
    1,368,000Liabilities:Liquidation costs
    
    
    (421,000
    )
    
    
    13,000
    
    
    
    (96,000
    )
    
    
    (504,000
    )Total asset for
estimated receipts
in excess of
estimated costs
during liquidation
    
    $
    849,000
    
    
    $
    12,000
    
    
    $
    3,000
    
    
    $
    864,000
  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 for
estimated receipts
in excess of
estimated costs
during liquidation
    
    $
    194,000
    
    
    $
    (78,000
    )
    
    $
    733,000
    
    
    $
    849,000
  46




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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 4. Net Assets in Liquidation
     5. Real Estate Investments
  6. Unit Holders Equity
     47




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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
  Distributions to Our Manager
  The Management Agreement
   48




---



##### Table of Contents





NNN 2002 VALUE FUND, LLC


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)


Property Management Fees




Lease Commissions




Project Fees




Real Estate Disposition Fees




Loan Fees




8. Commitments and Contingencies


Litigation




Unconsolidated Debt








49



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##### Table of Contents



NNN 2002 VALUE FUND, LLC
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Environmental Matters
  Other
  9. Selected Quarterly Financial Data (Unaudited)
  Liquidation BasisQuarters EndedDecember 31,
    
    
    September 30,
    
    
    June 30,
    
    
    March 31,2010
    
    
    2010
    
    
    2010
    
    
    2010Net assets in liquidation, beginning of period
    
    $
    2,176,000
    
    
    $
    1,921,000
    
    
    $
    1,961,000
    
    
    $
    1,884,000Change to asset for estimated receipts in excess
of estimated costs during liquidation
    
    
    (224,000
    )
    
    
    324,000
    
    
    
    (117,000
    )
    
    
    33,000Net increase (decrease) in fair value
    
    
    167,000
    
    
    
    (69,000
    )
    
    
    77,000
    
    
    
    44,000Change in net assets in liquidation
    
    
    (57,000
    )
    
    
    255,000
    
    
    
    (40,000
    )
    
    
    77,000Net assets in liquidation, end of period
    
    $
    2,119,000
    
    
    $
    2,176,000
    
    
    $
    1,921,000
    
    
    $
    1,961,000
 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
  50




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##### Table of Contents



SIGNATURES
  NNN 2002 Value Fund, LLC(Registrant)By:
    
    Grubb & Ellis Realty Investors, LLC,
its ManagerBy:
    
    /s/ Steven M. Shipp

Steven M. Shipp
    
    Executive Vice President, Portfolio Management
Grubb & Ellis Realty Investors, LLC,
the Manager of NNN 2002 Value Fund, LLCDate: March 4, 2011
  By:
    
    /s/ Steven M. Shipp

Steven M. Shipp
    
    Executive Vice President, Portfolio Management
Grubb & Ellis Realty Investors, LLC,
the Manager of NNN 2002 Value Fund, LLC
(principal executive officer)Date:
    
    March 4, 2011By:
    
    /s/ Paul E. Henderson

Paul E. Henderson
    
    Chief Accounting Officer
Grubb & Ellis Realty Investors, LLC,
the Manager of NNN 2002 Value Fund, LLC
(principal financial officer)Date March 4, 2011
  51




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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 Financial 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 Financial 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.  52