10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended March 31, 2016

OR

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from                      to                     

Commission file number 001-11290

NATIONAL RETAIL PROPERTIES, INC.

(Exact name of registrant as specified in its charter)

Maryland (State or other jurisdiction of incorporation or organization) 56-1431377 (I.R.S. Employer Identification No.)

450 South Orange Avenue, Suite 900

Orlando, Florida 32801

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (407) 265-7348

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x     No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  x Accelerated filer  ¨ Non-accelerated filer  ¨ Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date.

144,025,700 shares of common stock, $0.01 par value, outstanding as of April 28, 2016.

TABLE OF CONTENTS

		PAGE       REFERENCE
Part I - Financial Information
Item 1.	Financial Statements:
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income and Comprehensive Income	4
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28
Part II - Other Information
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 3.	Defaults Upon Senior Securities	29
Item 4.	Mine Safety Disclosures	29
Item 5.	Other Information	29
Item 6.	Exhibits	29
Signatures		33
Exhibit Index		34

PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

NATIONAL RETAIL PROPERTIES, INC. and SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (dollars in thousands, except per share data)
	March 31, 2016			December 31, 2015
ASSETS	(unaudited)
Real estate portfolio:
Accounted for using the operating method, net of accumulated depreciation and amortization	$	5,343,433		$	5,256,274
Accounted for using the direct financing method	14,178			14,518
Real estate held for sale	627			32,666
Mortgages, notes and accrued interest receivable, net of allowance of $8 and $5, respectively	8,558			8,688
Commercial mortgage residual interests	10,801			11,115
Cash and cash equivalents	8,203			13,659
Restricted cash and cash held in escrow	43,136			601
Receivables, net of allowance of $671 and $566, respectively	5,236			3,344
Accrued rental income, net of allowance of $3,133 and $3,078, respectively	25,575			25,529
Debt costs, net of accumulated amortization of $10,218 and $9,877, respectively	3,662			4,003
Other assets	89,494			89,647
Total assets	$	5,552,903		$	5,460,044
LIABILITIES AND EQUITY
Liabilities:
Mortgages payable, including unamortized premium and net of unamortized debt costs	$	17,066		$	23,964
Notes payable, net of unamortized discount and unamortized debt costs	1,952,723			1,951,980
Accrued interest payable	33,637			20,113
Other liabilities	115,315			121,594
Total liabilities	2,118,741			2,117,651
Equity:
Stockholders’ equity:
Preferred stock, $0.01 par value. Authorized 15,000,000 shares
6.625% Series D, 115,000 shares issued and outstanding, at stated liquidation value of $2,500 per share	287,500			287,500
5.700% Series E, 115,000 shares issued and outstanding, at stated liquidation value of $2,500 per share	287,500			287,500
Common stock, $0.01 par value. Authorized 375,000,000 shares; 143,235,896 and 141,007,725 shares issued and outstanding, respectively	1,434			1,412
Capital in excess of par value	3,139,585			3,049,198
Accumulated deficit	(262,451		)	(263,124		)
Accumulated other comprehensive income (loss)	(19,658		)	(20,352		)
Total stockholders’ equity of NNN	3,433,910			3,342,134
Noncontrolling interests	252			259
Total equity	3,434,162			3,342,393
Total liabilities and equity	$	5,552,903		$	5,460,044

See accompanying notes to condensed consolidated financial statements.

3

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended March 31,
	2016			2015
Revenues:
Rental income from operating leases	$	121,645		$	111,474
Earned income from direct financing leases	356			405
Percentage rent	474			185
Real estate expense reimbursement from tenants	3,590			3,515
Interest and other income from real estate transactions	463			163
Interest income on commercial mortgage residual interests	452			445
	126,980			116,187
Operating expenses:
General and administrative	9,249			8,605
Real estate	4,787			4,759
Depreciation and amortization	34,655			32,141
Impairment – commercial mortgage residual interests valuation	220			—
Impairment losses, net of recoveries	572			1,028
	49,483			46,533
Earnings from operations	77,497			69,654
Other expenses (revenues):
Interest and other income	(19		)	(11		)
Interest expense	23,586			21,786
Real estate acquisition costs	129			599
	23,696			22,374
Earnings before income tax expense	53,801			47,280
Income tax expense	—			(442		)
Earnings before gain on disposition of real estate, net of income tax expense	53,801			46,838
Gain on disposition of real estate, net of income tax expense	16,875			7,200
Earnings including noncontrolling interests	70,676			54,038
Loss (earnings) attributable to noncontrolling interests	7			(60		)
Net earnings attributable to NNN	$	70,683		$	53,978

See accompanying notes to condensed consolidated financial statements.

4

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data)

(Unaudited)

	Quarter Ended March 31,
	2016			2015
Net earnings attributable to NNN	$	70,683		$	53,978
Series D preferred stock dividends	(4,762		)	(4,762		)
Series E preferred stock dividends	(4,097		)	(4,097		)
Net earnings attributable to common stockholders	$	61,824		$	45,119
Net earnings per share of common stock:
Basic	$	0.44		$	0.34
Diluted	$	0.44		$	0.34
Weighted average number of common shares outstanding:
Basic	140,840,371			131,665,258
Diluted	141,326,003			132,109,965
Other comprehensive income:
Net earnings attributable to NNN	$	70,683		$	53,978
Amortization of interest rate hedges	695			414
Net loss – commercial mortgage residual interests	(175		)	(346		)
Net gain – available-for-sale securities	174			73
Comprehensive income attributable to NNN	$	71,377		$	54,119

See accompanying notes to condensed consolidated financial statements.

5

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)

	Quarter Ended March 31,
	2016			2015
Cash flows from operating activities:
Earnings including noncontrolling interests	$	70,676		$	54,038
Adjustments to reconcile earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization	34,655			32,141
Impairment losses, net of recoveries	572			1,028
Impairment – commercial mortgage residual interests valuation	220			—
Amortization of notes payable discount	338			317
Amortization of debt costs	756			709
Amortization of mortgages payable premium	(51		)	(52		)
Amortization of deferred interest rate hedges	695			414
Gain on disposition of real estate	(16,875		)	(7,230		)
Performance incentive plan expense	2,880			2,575
Performance incentive plan payment	(581		)	(676		)
Change in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Decrease in real estate leased to others using the direct financing method	340			334
Decrease (increase) in mortgages, notes and accrued interest receivable	(24		)	59
Decrease in receivables	471			1,044
Increase in accrued rental income	(242		)	(205		)
Decrease (increase) in other assets	(161		)	4,539
Increase in accrued interest payable	13,524			11,907
Decrease in other liabilities	(4,457		)	(4,311		)
Other	(313		)	507
Net cash provided by operating activities	102,423			97,138
Cash flows from investing activities:
Proceeds from the disposition of real estate	50,902			22,697
Transfers to restricted cash and cash held in escrow	(42,535		)	—
Additions to real estate:
Accounted for using the operating method	(126,577		)	(151,319		)
Principal payments on mortgages and notes receivable	95			296
Other	(652		)	(593		)
Net cash used in investing activities	(118,767		)	(128,919		)

See accompanying notes to condensed consolidated financial statements.

6

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)

	Quarter Ended March 31,
	2016			2015
Cash flows from financing activities:
Proceeds from line of credit payable	$	63,500		$	227,100
Repayment of line of credit payable	(63,500		)	(185,200		)
Repayment of mortgages payable	(6,857		)	(409		)
Proceeds from issuance of common stock	89,135			49,370
Payment of Series D Preferred Stock dividends	(4,762		)	(4,762		)
Payment of Series E Preferred Stock dividends	(4,097		)	(4,097		)
Stock issuance costs	(1,380		)	(991		)
Payment of common stock dividends	(61,151		)	(55,314		)
Noncontrolling interest distributions	—			(64		)
Net cash provided by financing activities	10,888			25,633
Net decrease in cash and cash equivalents	(5,456		)	(6,148		)
Cash and cash equivalents at beginning of period	13,659			10,604
Cash and cash equivalents at end of period	$	8,203		$	4,456
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized	$	8,835		$	8,881
Taxes paid	$	—		$	116
Supplemental disclosure of noncash investing and financing activities:
Issued 274,512 and 270,735 shares of restricted and unrestricted common stock in 2016 and 2015, respectively, pursuant to NNN’s performance incentive plan	$	10,820		$	8,439
Change in other comprehensive income	$	694		$	141
Mortgage receivable accepted in connection with real estate transactions	$	—		$	500
Change in lease classification (direct financing lease to operating lease)	$	—		$	311

See accompanying notes to condensed consolidated financial statements.

7

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2016

(Unaudited)

Note 1 – Organization and Summary of Significant Accounting Policies:

Organization and Nature of Business – National Retail Properties, Inc., a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) formed in 1984. The terms "NNN" and the "Company" refer to National Retail Properties, Inc. and all of its consolidated subsidiaries.

NNN may elect to treat certain subsidiaries as taxable REIT subsidiaries. These taxable subsidiaries and their majority owned and controlled subsidiaries are collectively referred to as the "TRS." At the close of business on December 31, 2015, NNN elected to revoke its election to classify the TRS as taxable REIT subsidiaries ("TRS Revocation").

NNN's assets include: real estate, mortgages and notes receivable, and commercial mortgage residual interests. NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases and primarily held for investment ("Properties", "Property Portfolio", or individually a "Property").

	March 31, 2016
Property Portfolio:
Total properties	2,293
Gross leasable area (square feet)	25,401,000
States	47
Weighted average remaining lease term (years)	11.3

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles ("GAAP"). The unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Operating results for the quarter ended March 31,2016, may not be indicative of the results that may be expected for the year ending December 31, 2016. Amounts as of December 31, 2015, included in the condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements, included herein, should be read in conjunction with the consolidated financial statements and notes thereto as well as Management's Discussion and Analysis of Financial Condition and Results of Operations in NNN's Form 10-K for the year ended December 31, 2015.

Principles of Consolidation – NNN’s condensed consolidated financial statements include the accounts of each of the Company's respective majority owned and controlled affiliates, including transactions whereby NNN has been determined to be the primary beneficiary in accordance with the Financial Accounting Standards Board (“FASB”) guidance included in Consolidation. All significant intercompany account balances and transactions have been eliminated.

Real Estate Portfolio – NNN records the acquisition of real estate which is not subject to a lease at cost, including acquisition and closing costs. The cost of properties developed by NNN includes direct and indirect costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. During the quarters ended March 31, 2016 and 2015, NNN recorded $511,000 and $390,000 respectively, in capitalized interest during the development period.

Purchase Accounting for Acquisition of Real Estate Subject to a Lease – In accordance with the FASB guidance on business combinations, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and the value of in-place leases, based on their respective fair values. Acquisition costs incurred in connection with a business combination are expensed when incurred.

The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building and tenant improvements based on the determination of their fair values.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which

8

reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease and the applicable option terms if it is probable that the tenant will exercise the option. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless the Company believes that it is likely that the tenant will renew the lease for an option term whereby the Company amortizes the value attributable to the renewal over the renewal period.

The aggregate value of other acquired intangible assets, consisting of in-place leases, is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property as-if-vacant, determined as set forth above. The value of in-place leases exclusive of the value of above-market and below-market in-place leases is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition.

Intangible assets and liabilities consisted of the following as of (dollars in thousands):

	March 31, 2016		December 31, 2015
Intangible lease assets (included in Other assets):
Value of above market in-place leases, net	$	10,619	$	10,883
Value of in-place leases, net	60,530		61,359
Intangible lease liabilities (included in Other liabilities):
Value of below market in-place leases, net	24,538		25,767

Cash and Cash Equivalents – NNN considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of demand deposits and money market accounts and are stated at cost plus accrued interest, which approximates fair value.

Cash accounts maintained on behalf of NNN in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, NNN has not experienced any losses in such accounts.

Restricted Cash and Cash Held in Escrow – Restricted cash and cash held in escrow include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code, (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN.  As of March 31, 2016 and December 31, 2015, NNN held $43,136,000 and $601,000, respectively, in escrow and other restricted accounts.

Valuation of Receivables – NNN estimates the collectability of its accounts receivable related to rents, expense reimbursements and other revenues. NNN analyzes accounts receivable and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Debt Costs – In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, "Interest – Imputation of Interest (Subtopic 835-30)." To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. NNN adopted ASU 2015-03 in 2015.

Debt Costs – Line of Credit Payable – Debt costs incurred in connection with NNN’s $650,000,000 line of credit have been deferred and are being amortized over the term of the loan commitment using the straight-line method, which approximates the effective interest method. In accordance with ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements,” NNN has recorded debt costs associated with the line of credit as an asset, in Debt Costs on the Consolidated Balance Sheets.

Debt Costs – Mortgages Payable– Debt costs incurred in connection with NNN’s mortgages payable have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. These costs of $226,000 at March 31, 2016 and December 31, 2015, are included in Mortgages Payable on the Consolidated Balance Sheets net of accumulated amortization of $103,000 and $93,000, respectively.

9

Debt Costs – Notes Payable– Debt costs incurred in connection with the issuance of NNN’s notes payable have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. These costs of $17,782,000 at March 31, 2016 and December 31, 2015, are included in Notes Payable on the Consolidated Balance Sheets net of accumulated amortization of $5,109,000 and $4,704,000, respectively.

Earnings Per Share – Earnings per share have been computed pursuant to the FASB guidance included in Earnings Per Share. The guidance requires classification of the Company’s unvested restricted share units, which carry rights to receive nonforfeitable dividends, as participating securities requiring the two-class method of computing earnings per share. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period.

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method (dollars in thousands):

	Quarter Ended March 31,
	2016			2015
Basic and Diluted Earnings:
Net earnings attributable to NNN	$	70,683		$	53,978
Less: Series D preferred stock dividends	(4,762		)	(4,762		)
Less: Series E preferred stock dividends	(4,097		)	(4,097		)
Net earnings available to NNN’s common stockholders	61,824			45,119
Less: Earnings allocated to unvested restricted shares	(151		)	(163		)
Net earnings used in basic and diluted earnings per share	$	61,673		$	44,956
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding	141,577,504			132,453,638
Less: Unvested restricted stock	(343,466		)	(388,331		)
Less: Unvested contingent shares	(393,667		)	(400,049		)
Weighted average number of shares outstanding used in basic earnings per share	140,840,371			131,665,258
Other dilutive securities	485,632			444,707
Weighted average number of shares outstanding used in diluted earnings per share	141,326,003			132,109,965

Fair Value Measurement – NNN’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

• Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.

• Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

10

Accumulated Other Comprehensive Income (Loss) – The following table outlines the changes in accumulated other comprehensive income (loss) (dollars in thousands):

	Gains or Losses on Cash Flow Hedges (1)				Gains and Losses on Commercial Mortgage Residual Interests (2)				Gains and Losses on Available-for-Sale Securities		Total
Beginning balance, December 31, 2015	$	(25,046	)		$	4,454			$	240	$	(20,352	)
Other comprehensive income (loss)	—				(234		)		174		(60		)
Reclassifications from accumulated other comprehensive income to net earnings	695			(3)	59			(4)	—		754
Net current period other comprehensive income (loss)	695				(175		)		174		694
Ending balance, March 31, 2016	$	(24,351	)		$	4,279			$	414	$	(19,658	)

⁽¹⁾ Additional disclosure is included in Note 6 – Derivatives.

⁽²⁾ Additional disclosure is included in Note 7 – Fair Value Measurements.

⁽³⁾ Reclassifications out of other comprehensive income (loss) are recorded in Interest Expense on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

⁽⁴⁾ Reclassifications out of other comprehensive income are recorded in Impairment on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

New Accounting Pronouncements – In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The core principle of ASU 2014-09, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of the FASB guidance included in Leases. In March 2016, the FASB issued ASU 2016-08 as an update to ASU 2014-09. ASU 2016-08, "Revenue from Contracts with customers (Topic 606) - Principal versus Agent Considerations (Reporting Gross Versus Net)," clarifies the implementation guidance on principal versus agent considerations included within the scope of ASU 2014-09. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2014-09 and ASU 2016-08 will have on its financial position and results of operations.

In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40)," effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The amendments in this update provide guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of ASU 2014-15 will not have an impact on NNN’s footnote disclosures.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities," effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-01 will have on NNN's financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The FASB issued final guidance that requires lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-02 will have on NNN's financial position or results of operations.

In March 2016, the FASB issued ASU 2016-06, "Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments." The update is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The update clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-06 will have on NNN's financial position or results of operations.

11

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718)," effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-09 will have on NNN's financial position or results of operations.

Use of Estimates – Management of NNN has made a number of estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with GAAP. Significant estimates include provisions for impairment and allowances for certain assets, accruals, useful lives of assets and purchase price allocation. Actual results could differ from those estimates.

Reclassification – Certain items in the prior year’s consolidated financial statements and notes to consolidated financial statements have been reclassified to conform to the 2016 presentation.

Note 2 – Real Estate:

Real Estate – Portfolio

Leases – The following outlines key information for NNN’s leases:

	March 31, 2016
Lease classification:
Operating	2,330
Direct financing	10
Building portion – direct financing/land portion – operating	2
Weighted average remaining lease term (years)	11.3

The leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, and/or increases in the tenant’s sales volume. Generally, the tenant is also required to pay all property taxes and assessments, substantially maintain the Property and carry property and liability insurance coverage. Certain of the Properties are subject to leases under which NNN retains responsibility for specific costs and expenses of the Property. Generally, the leases provide the tenant with one or more multi-year renewal options subject to generally the same terms and conditions of the base term of the lease, including rent increases.

Real Estate Portfolio – Accounted for Using the Operating Method – Real estate subject to operating leases consisted of the following as of (dollars in thousands):

	March 31, 2016			December 31, 2015
Land and improvements	$	1,944,175		$	1,922,579
Buildings and improvements	4,020,538			3,891,239
Leasehold interests	4,565			1,290
	5,969,278			5,815,108
Less accumulated depreciation and amortization	(650,377		)	(620,188		)
	5,318,901			5,194,920
Work in progress	24,532			61,354
	$	5,343,433		$	5,256,274

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Real Estate – Held For Sale

On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria as outlined in ASC 360, Property, Plant & Equipment, including management’s intent to commit to sell the asset. As of March 31, 2016, NNN had one Property categorized as held for sale. NNN anticipates the disposition of this Property to occur within 12 months. NNN's real estate held for sale at December 31, 2015, included six properties, five of which were sold in the first quarter of 2016. Real estate held for sale consisted of the following as of (dollars in thousands):

	March 31, 2016		December 31, 2015
Land and improvements	$	627	$	9,419
Building and improvements	—		27,881
	627		37,300
Less accumulated depreciation and amortization	—		(4,419		)
Less impairment	—		(215		)
	$	627	$	32,666

Real Estate – Dispositions

The following table summarizes the number of Properties sold and the corresponding gain recognized on the disposition of Properties (dollars in thousands):

	Quarter Ended March 31,
	2016			2015
	# of Sold Properties	Gain		# of Sold Properties	Gain
Gain on disposition of real estate	10	$	16,875	6	$	7,230
Income tax expense		—			(30		)
		$	16,875		$	7,200

Real Estate – Commitments

NNN has agreed to fund construction commitments on leased Properties. The improvements are estimated to be completed within 12 months. These construction commitments, as of March 31, 2016, are outlined in the table below (dollars in thousands):

Number of properties	19
Total commitment(1)	$	63,465
Amount funded	$	40,147
Remaining commitment	$	23,318

⁽¹⁾ Includes land, construction costs, tenant improvements and lease costs.

Real Estate – Impairments

Management periodically assesses its real estate for possible impairment whenever certain events or changes in circumstances indicate that the carrying amount of the asset, including accrued rental income, may not be recoverable through operations. Events or circumstances that may occur include significant changes in real estate market conditions and the ability of NNN to re-lease or sell properties that are vacant or become vacant in a reasonable period of time. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. As a result of the Company's review of long lived assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries of $572,000 and $1,028,000 for the quarters ended March 31, 2016 and 2015, respectively.

The valuation of impaired assets is determined using widely accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties, which are Level 3 inputs. NNN may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

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Note 3 – Line of Credit Payable:

NNN's $650,000,000 revolving credit facility (the “Credit Facility”) had a weighted average outstanding balance of $2,252,000 and a weighted average interest rate of 1.4% during the quarter ended March 31 2016. The Credit Facility matures January 2019, unless the Company exercises its option to extend maturity to January 2020. The Credit Facility bears interest at LIBOR plus 92.5 basis points; however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. The Credit Facility also includes an accordion feature to increase the facility size up to $1,000,000,000, subject to lender approval. As of March 31, 2016, there was no outstanding balance and $650,000,000 was available for future borrowings under the Credit Facility.

Note 4 – Stockholders' Equity:

In February 2015, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which permits the issuance by NNN of an indeterminate amount of debt and equity securities.

Dividend Reinvestment and Stock Repurchase Plan – In February 2015, NNN filed a shelf registration statement with the Commission for its Dividend Reinvestment and Stock Purchase Plan ("DRIP") which permits the issuance by NNN of up to 16,000,000 shares of common stock. The following table outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands):

	Quarter Ended March 31,
	2016		2015
Shares of common stock	134,150		31,854
Net proceeds	$	5,892	$	1,142

At-The-Market Offerings – NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ATM programs:

	2016 ATM	2015 ATM	2013 ATM
Established date	March 2016	February 2015	March 2013
Termination date	March 2019	March 2016	February 2015
Total allowable shares	12,000,000	10,000,000	9,000,000
Total shares issued as of March 31, 2016	372,328	9,852,465	6,252,812

The following table outlines the common stock issuances pursuant to NNN's ATM equity programs (dollars in thousands, except per share data):

	Quarter Ended March 31,
	2016		2015
Shares of common stock	1,865,260		1,191,973
Average price per share (net)	$	44.00	$	39.90
Net proceeds	$	82,076	$	47,556
Stock issuance costs(1)	$	1,429	$	842

⁽¹⁾ Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.

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Dividends – The following table outlines the dividends declared and paid for each issuance of NNN's stock (dollars in thousands, except per share data):

	Quarter Ended March 31,
	2016		2015
Series D preferred stock(1):
Dividends	$	4,762	$	4,762
Per depositary share	0.414063		0.414063
Series E preferred stock(1):
Dividends	4,097		4,097
Per depositary share	0.356250		0.356250
Common stock:
Dividends	61,151		55,314
Per share	0.435		0.420

⁽¹⁾ The Series D and E preferred stock have no maturity date and will remain outstanding unless redeemed. The earliest redemption date for the Series D and Series E preferred stock is February 2017 and May 2018, respectively.

In April2016, NNN declared a dividend of $0.435 per share, which is payable in May2016 to its common stockholders of record as of April 29, 2016.

Note 5 – Income Taxes:

NNN has elected to be taxed as a REIT under the Internal Revenue Code (“Code”), commencing with its taxable year ended December 31, 1984. To qualify as a REIT, NNN must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its REIT taxable income to its stockholders. NNN intends to adhere to these requirements and maintain its REIT status. As a REIT, NNN generally will not be subject to corporate level federal income tax on taxable income that it distributes currently to its stockholders. NNN may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income, if any. The provision for federal income taxes in NNN's consolidated financial statements relates to its TRS operations and any potential taxable built-in gain. NNN did not have significant tax provisions or deferred income tax items during the periods reported hereunder.

At the close of business on December 31, 2015, NNN elected to revoke its election to classify the TRS as taxable REIT subsidiaries.

NNN, in accordance with FASB guidance included in Income Taxes, has analyzed its various federal and state tax filing positions. NNN believes that its income tax filing positions and deductions are well documented and supported. Additionally, NNN believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to the FASB guidance.

NNN has had no increases or decreases in unrecognized tax benefits for current or prior years. Further, no interest or penalties have been included since no reserves were recorded and no significant increases or decreases are expected to occur within the next 12 months. When applicable, such interest and penalties will be recorded as non-operating expenses. The periods that remain open under federal statute are 2012 through 2016. NNN also files tax returns in many states with varying open years under statute.

Note 6 – Derivatives:

In accordance with the guidance on derivatives and hedging, NNN records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

NNN’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, NNN primarily uses treasury locks, forward swaps ("forward hedges") and interest rate swaps as part of its cash flow hedging strategy. Treasury locks and forward starting swaps are used to

15

hedge forecasted debt issuances. Treasury locks designated as cash flow hedges lock in the yield/price of a treasury security. Forward swaps also lock the associated swap spread. Interest rate swaps designated as cash flow hedges hedging the variable cash flows associated with floating rate debt involve the receipt of variable rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings.

NNN discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, the derivative is re-designated as a hedging instrument or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

When hedge accounting is discontinued, NNN continues to carry the derivative at its fair value on the balance sheet, and recognizes any changes in its fair value in earnings or may choose to cash settle the derivative at that time.

The following table outlines NNN's derivatives which were hedging the risk of changes in forecasted interest payments on forecasted issuance of long-term debt (dollars in thousands):

Terminated	Description	Aggregate Notional Amount		Liability Fair Value When Terminated		Fair Value Deferred In Other Comprehensive Income (1)
September 2007	Two interest rate hedges	$	100,000	$	3,260	$	3,228
June 2011	Two treasury locks	150,000		5,300		5,218
April 2013	Four forward starting swaps	240,000		3,156		3,141
May 2014	Three forward starting swaps	225,000		6,312		6,312
October 2015	Four forward starting swaps	300,000		13,369		13,369

⁽¹⁾The amount reported in accumulated other comprehensive income will be reclassified to interest expense as interest payments are made on the related notes payable.

As of March 31, 2016, $24,351,000 remained in other comprehensive income related to the effective portion of NNN’s previous terminated interest rate hedges. During the quarters ended March 31, 2016 and 2015, NNN reclassified out of other comprehensive income $695,000 and $414,000, respectively, as an increase in interest expense. Over the next 12 months, NNN estimates that an additional $2,894,000 will be reclassified as an increase in interest expense. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on NNN’s long-term debt.

NNN does not use derivatives for trading or speculative purposes or currently have any derivatives that are not designated as hedges. NNN had no derivative financial instruments outstanding at March 31, 2016.

Note 7 – Fair Value Measurements:

NNN holds the commercial mortgage residual interests (“Residuals”) from seven securitizations. Each of the Residuals is recorded at estimated fair value. Unrealized gains and losses are reported as other comprehensive income in stockholders' equity and other than temporary losses as a result of a change in the timing or amount of estimated cash flows are recorded as an other than temporary valuation impairment.

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NNN currently values its Residuals using a projected discounted cash flow analysis based upon estimated prepayment speeds, expected loan losses and yield curves. These valuation inputs are generally considered unobservable; therefore, the Residuals are considered Level 3 financial assets. The table below presents a roll forward of the Residuals (dollars in thousands):

	Quarter Ended
	March 31, 2016
Balance at beginning of period	$	11,115
Total gains (losses) – realized/unrealized:
Included in earnings	(220		)
Included in other comprehensive income	(175		)
Interest income on Residuals	452
Cash received from Residuals	(371		)
Purchases, sales, issuances and settlements, net	—
Transfers in and/or out of Level 3	—
Balance at end of period	$	10,801
Changes in gains (losses) included in earnings attributable to a change in unrealized gains (losses) relating to     assets still held at the end of period	$	59

Note 8 – Fair Value of Financial Instruments:

NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable interest rate. NNN believes that the carrying value of its cash and cash equivalents, mortgages, notes and other receivables, mortgages payable and other liabilities at March 31, 2016 and December 31, 2015, approximate fair value based upon current market prices of similar instruments (Level 1). At March 31, 2016 and December 31, 2015, the fair value of NNN’s notes payable was $2,051,024,000 and $2,007,242,000, respectively, based upon quoted market prices, which is a Level 1 valuation since NNN's debt is publicly traded.

Note 9 – Subsequent Events:

NNN reviewed its subsequent events and transactions that have occurred after March 31, 2016, the date of the condensed consolidated balance sheet. There were no reportable subsequent events or transactions.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements and related notes included in the Annual Report on Form 10-K of National Retail Properties, Inc. for the year ended December 31, 2015. The terms “NNN” and the “Company” refer to National Retail Properties, Inc. and all of its consolidated subsidiaries.

NNN may elect to treat certain subsidiaries as taxable real estate investment trust subsidiaries. These subsidiaries and their majority owned and controlled subsidiaries are collectively referred to as the “TRS.” At the close of business on December 31, 2015, NNN elected to revoke its election to classify the TRS as taxable REIT subsidiaries ("TRS Revocation"). This TRS Revocation resulted in an additional tax expense of approximately $9,607,000 for the quarter and year ended December 31, 2015.

Forward-Looking Statements

The information herein contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934 (the “Exchange Act”). These statements generally are characterized by the use of terms such as "believe," "expect," "intend," "may," "estimated" or similar words or expressions. Forward-looking statements are not historical facts or guarantees of future performance and are subject to known and unknown risks. Certain factors that could cause actual results or events to differ materially from those NNN anticipates or projects include, but are not limited to, the following:

• Financial and economic conditions may have an adverse impact on NNN, its tenants, and commercial real estate in general;

• NNN may be unable to obtain debt or equity capital on favorable terms, if at all;

• Loss of revenues from tenants would reduce NNN's cash flow;

• A significant portion of the source of NNN's Property Portfolio annual base rent is heavily concentrated in specific industry classifications, tenants and in specific geographic locations;

• Owning real estate and indirect interests in real estate carries inherent risk;

• NNN's real estate investments are illiquid;

• Costs of complying with changes in governmental laws and regulations may adversely affect NNN's results of operations;

• NNN may be subject to known or unknown environmental liabilities and hazardous materials on properties owned by NNN;

• NNN may not be able to successfully execute its acquisition or development strategies;

• NNN may not be able to dispose of properties consistent with its operating strategy;

• A change in the assumptions used to determine the value of commercial mortgage residual interests could adversely affect NNN's financial position;

• NNN may suffer a loss in the event of a default or bankruptcy of a borrower or a tenant;

• Certain provisions of NNN's leases or loan agreements may be unenforceable;

• Property ownership through joint ventures and partnerships could limit NNN's control of those investments;

• Competition from numerous other REITs, commercial developers, real estate limited partnerships and other investors may impede NNN's ability to grow;

• NNN's loss of key management personnel could adversely affect performance and the value of its common stock;

• Uninsured losses may adversely affect NNN's operating results and asset values;

• Acts of violence, terrorist attacks or war may adversely affect the markets in which NNN operates and NNN's results of operations;

• Vacant properties or bankrupt tenants could adversely affect NNN's business or financial condition;

• The amount of debt NNN has and the restrictions imposed by that debt could adversely affect NNN's business and financial condition;

• NNN is obligated to comply with financial and other covenants in its debt instruments that could restrict its operating activities, and the failure to comply with such covenants could result in defaults that accelerate the payment of such debt;

• The market value of NNN's equity and debt securities is subject to various factors that may cause significant fluctuations or volatility;

• NNN's failure to qualify as a REIT for federal income tax purposes could result in significant tax liability;

• Even if NNN remains qualified as a REIT, NNN faces other tax liabilities that reduce operating results and cash flow;

• Adverse legislative or regulatory tax changes could reduce NNN's earnings, cash flow and market price of NNN's common stock;

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• Compliance with REIT requirements, including distribution requirements, may limit NNN's flexibility and negatively affect NNN's operating decisions;

• Changes in accounting pronouncements could adversely impact NNN's or NNN's tenants' reported financial performance;

• NNN's failure to maintain effective internal control over financial reporting could have a material adverse effect on its business, operating results and share price;

• NNN's ability to pay dividends in the future is subject to many factors;

• Cybersecurity risks and cyber incidents could adversely affect NNN's business and disrupt operations and expose NNN to liabilities to tenants, employees, capital providers, and other third parties; and

• Future investments in international markets could subject NNN to additional risks.

Additional information related to these risks and uncertainties are included in Item 1A. Risk Factors of NNN's Annual Report on Form 10-K for the year ended December 31, 2015, and may cause NNN's actual future results to differ materially from expected results. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. NNN undertakes no obligation to update or revise such forward-looking statements, whether as a result of new information, future events or otherwise.

Overview

NNN, a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) formed in 1984. NNN's assets include: real estate, mortgages and notes receivable, and commercial mortgage residual interests (the "Residuals"). NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases and primarily held for investment ("Properties" or "Property Portfolio", or individually a "Property").

As of March 31, 2016, NNN owned 2,293 Properties, with an aggregate gross leasable area of approximately 25,401,000 square feet, located in 47 states, with a weighted average remaining lease term of 11.3 years. Approximately 99 percent of the Properties were leased as of March 31, 2016.

NNN’s management team focuses on certain key indicators to evaluate the financial condition and operating performance of NNN. The key indicators for NNN include items such as: the composition of the Property Portfolio (such as tenant, geographic and line of trade diversification), the occupancy rate of the Property Portfolio, certain financial performance ratios and profitability measures, and industry trends and performance compared to that of NNN.

NNN evaluates the creditworthiness of its current and prospective tenants. This evaluation includes available financial statements, store level financial performance, press releases, public credit ratings from major credit rating agencies, industry news publications, financial market data (debt and equity pricing), and developing a thorough understanding of the tenant's business and operations, including periodically meeting with senior management of certain tenants.

NNN continues to maintain its diversification by tenant, geography and tenant’s line of trade. NNN’s highest lines of trade concentrations are the convenience store and restaurant (including full and limited service) sectors. These sectors represent a large part of the freestanding retail property marketplace and NNN’s management believes these sectors present attractive investment opportunities. The Property Portfolio is geographically concentrated in the south and southeast United States, which are regions of historically above-average population growth. Given these concentrations, any financial hardship within these sectors or geographic regions, respectively, could have a material adverse effect on the financial condition and operating performance of NNN.

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Results of Operations

Property Analysis

General.  The following table summarizes the Property Portfolio:

	March 31, 2016		December 31, 2015		March 31, 2015
Properties Owned:
Number	2,293		2,257		2,104
Total gross leasable area (square feet)	25,401,000		24,964,000		23,146,000
Properties:
Leased and unimproved land	2,272		2,236		2,079
Percent of Properties – leased and unimproved land	99	%	99	%	99	%
Weighted average remaining lease term (years)	11.3		11.4		11.5
Total gross leasable area (square feet) – leased	25,055,000		24,544,000		22,672,000

The following table summarizes the diversification of the Property Portfolio based on the top 10 lines of trade:

		% of Annual Base Rent (1)
	Lines of Trade	March 31, 2016		December 31, 2015		March 31, 2015
1.	Convenience stores	16.5	%	16.7	%	17.7	%
2.	Restaurants – full service	10.8	%	11.0	%	9.0	%
3.	Restaurants – limited service	7.9	%	7.2	%	6.9	%
4.	Automotive service	7.0	%	7.0	%	7.2	%
5.	Family entertainment centers	5.7	%	5.6	%	5.1	%
6.	Theaters	5.1	%	5.2	%	5.1	%
7.	Automotive parts	4.1	%	4.2	%	4.6	%
8.	Health and fitness	4.0	%	3.8	%	3.8	%
9.	Recreational vehicle dealers, parts and accessories	3.6	%	3.6	%	3.3	%
10.	Banks	3.4	%	3.4	%	3.6	%
	Other	31.9	%	32.3	%	33.7	%
		100.0	%	100.0	%	100.0	%

⁽¹⁾ Based on annualized base rent for all leases in place for each respective period.

Property Acquisitions.  The following table summarizes the Property acquisitions (dollars in thousands):

	Quarter Ended March 31,
	2016			2015
Acquisitions:
Number of Properties	46			56
Gross leasable area (square feet)	591,000			782,000
Initial cash yield	7.0		%	7.3		%
Total dollars invested(1)	$	125,150		$	155,177

⁽¹⁾ Includes dollars invested in projects under construction or tenant improvements for each respective year.

NNN typically funds Property acquisitions either through available cash, borrowings under NNN's unsecured revolving credit facility (the "Credit Facility") (see "Debt – Line of Credit Payable") or by issuing its debt or equity securities in the capital markets.

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Property Dispositions.  The following table summarizes the Properties sold by NNN (dollars in thousands):

	Quarter Ended March 31,
	2016		2015
Number of properties	10		6
Gross leasable area (square feet)	152,000		113,000
Net sales proceeds	$	52,839	$	23,272
Gain, net of income tax expense	$	16,875	$	7,200

NNN typically uses the proceeds from a Property disposition to either pay down the Credit Facility or reinvest in real estate.

Analysis of Revenue

General.  During the quarter ended March 31,2016, rental income increased primarily due to additional Property acquisitions as compared to the same period in 2015 (See “Results of Operations – Property Analysis – Property Acquisitions”). NNN anticipates increases in rental income will continue to come from additional Property acquisitions and increases in rents pursuant to lease terms.

The following table summarizes NNN’s revenues for the quarter ended March 31 (dollars in thousands):

					Percent Increase (Decrease)	Percent of Total
	2016		2015			2016		2015
Rental Income(1)	$	122,475	$	112,064	9.3%	96.4	%	96.5	%
Real estate expense reimbursement from tenants	3,590		3,515		2.1%	2.8	%	3.0	%
Interest and other income from real estate transactions	463		163		184.0%	0.4	%	0.1	%
Interest income on commercial mortgage residual interests	452		445		1.6%	0.4	%	0.4	%
Total revenues	$	126,980	$	116,187	9.3%	100.0	%	100.0	%

⁽¹⁾ Includes rental income from operating leases, earned income from direct financing leases and percentage rent (“Rental Income”).

Quarter Ended March 31, 2016 versus Quarter Ended March 31, 2015

Rental Income. Rental Income increased in amount but remained relatively flat as a percent of the total revenues for the quarter ended March 31, 2016, as compared to the same period in 2015. The increase for the quarter ended March 31, 2016, is primarily due to a partial year of Rental Income received as a result of the acquisition of 46 properties with aggregate gross leasable area of approximately 591,000 during 2016 and a full year of Rental Income received as a result of the acquisition of 221 properties with a gross leasable area of approximately 2,706,000 square feet in 2015.

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Analysis of Expenses

General.  Operating expenses increased for the quarter ended March 31, 2016, as compared to the same period in 2015, primarily due to an increase in depreciation expense. The following table summarizes NNN’s expenses for the quarter ended March 31 (dollars in thousands):

							Percent Increase (Decrease)	Percentage of Total				Percentage of Revenues
	2016			2015				2016		2015		2016		2015
General and administrative	$	9,249		$	8,605		7.5%	18.7	%	18.5	%	7.3	%	7.4	%
Real estate	4,787			4,759			0.6%	9.7	%	10.2	%	3.8	%	4.1	%
Depreciation and amortization	34,655			32,141			7.8%	70.0	%	69.1	%	27.3	%	27.7	%
Impairment – commercial mortgage residual interests valuation	220			—			N/C (1)	0.4	%	—		0.2	%	—
Impairment losses, net of recoveries	572			1,028			(44.4)%	1.2	%	2.2	%	0.4	%	0.9	%
Total operating expenses	$	49,483		$	46,533		6.3%	100.0	%	100.0	%	39.0	%	40.1	%
Interest and other income	$	(19	)	$	(11	)	72.7%	(0.1	)%	(0.1	)%	—		—
Interest expense	23,586			21,786			8.3%	99.6	%	97.4	%	18.6	%	18.8	%
Real estate acquisition costs	129			599			(78.5)%	0.5	%	2.7	%	0.1	%	0.5	%
Total other expenses	$	23,696		$	22,374		5.9%	100.0	%	100.0	%	18.7	%	19.3	%

⁽¹⁾ Not Calculable ("N/C")

Quarter Ended March 31, 2016 versus Quarter Ended March 31, 2015

General and Administrative.   General and administrative expenses increased in amount but remained relatively flat as a percentage of total operating expenses and revenues for the quarter ended March 31, 2016, as compared to the same period in 2015. The increase in general and administrative expenses for the quarter ended March 31, 2016, is primarily attributable to an increase in personnel costs.

Depreciation and Amortization.   Depreciation and amortization expenses increased in amount and as a percentage of total operating expenses, but decreased as a percentage of revenues for the quarter ended March 31, 2016, as compared to the same period in 2015. The increase in expenses is primarily due to the acquisition of 46 properties with an aggregate gross leasable area of approximately 591,000 square feet in 2016 and 221 properties with an aggregate gross leasable area of approximately 2,706,000 square feet during 2015.

Interest Expense.  Interest expense increased in total and as a percentage of total other expenses for the quarter ended March 31, 2016, as compared to the same period in 2015, and remained relatively flat as a percentage of revenues.

The following represents the primary changes in debt that have impacted interest expense:

(i) the issuance in October 2015 of $400,000,000 principal amount of notes payable with a maturity of November 2025, and stated interest rate of 4.000%;

(ii) the repayment in December 2015 of $150,000,000 principal amount of notes payable with a stated interest rate of 6.150%;

(iii) the repayment in January 2016 of $5,876,000 principal amount of mortgages payable with an interest rate of 5.750%;

(iv) the repayment in March 2016 of $722,000 principal amount of mortgages payable with an interest rate of 6.900%; and

(v) the $23,237,000 decrease in the weighted average debt outstanding on the Credit Facility for the quarter ended March 31, 2016, as compared to the quarter ended March 31, 2015, and a slightly higher weighted average interest rate for the quarter ended March 31, 2016, as compared to the same period in 2015.

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Liquidity

General.  NNN’s demand for funds has been, and will continue to be, primarily for (i) payment of operating expenses and cash dividends; (ii) Property acquisitions and development; (iii) capital expenditures; (iv) payment of principal and interest on its outstanding indebtedness; and (v) other investments.

Cash and Cash Equivalents.  The table below summarizes NNN’s cash flows (dollars in thousands):

	Quarter Ended March 31,
	2016			2015
Cash and cash equivalents:
Provided by operating activities	$	102,423		$	97,138
Used in investing activities	(118,767		)	(128,919		)
Provided by financing activities	10,888			25,633
Decrease	(5,456		)	(6,148		)
Net cash at beginning of period	13,659			10,604
Net cash at end of period	$	8,203		$	4,456

Cash provided by operating activities represents cash received primarily from Rental Income and interest income less cash used for general and administrative expenses. NNN’s cash flow from operating activities has been sufficient to pay the distributions for each period presented. The change in cash provided by operations for the quarter ended March 31, 2016 and 2015, is primarily the result of changes in revenues and expenses as discussed in “Results of Operations.” Cash generated from operations is expected to fluctuate in the future.

Changes in cash for investing activities are primarily attributable to the acquisitions and dispositions of Properties. NNN typically uses proceeds from its Credit Facility to fund the acquisition of its Properties.

NNN’s financing activities for the quarter ended March 31, 2016, included the following significant transactions:

• $5,892,000 in net proceeds from the issuance of 134,150 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan ("DRIP"),

• $82,076,000 in net proceeds from the issuance of 1,865,260 shares of common stock in connection with the at-the-market ("ATM") equity program,

• $4,762,000 in dividends paid to holders of the depositary shares of NNN’s Series D Preferred Stock,

• $4,097,000 in dividends paid to holders of the depositary shares of NNN’s Series E Preferred Stock, and

• $61,151,000 in dividends paid to common stockholders.

Contractual Obligations and Commercial Commitments. NNN has committed to fund construction commitments on leased Properties. The improvements are estimated to be completed within 12 months. These construction commitments, at March 31, 2016, are outlined in the table below (dollars in thousands):

Number of properties	19
Total commitment(1)	$	63,465
Amount funded	$	40,147
Remaining commitment	$	23,318
(1)   Includes land, construction costs, tenant improvements and lease costs.

As of March 31, 2016, NNN did not have any other material contractual cash obligations, such as purchase obligations, financing lease obligations or other long-term liabilities other than those reflected in the tables above and previously disclosed under Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations included in NNN's Annual Report on Form 10-K for the year ended December 31, 2015. In addition to items reflected in the tables, NNN has issued preferred stock with cumulative preferential cash distributions, as described below under “Dividends.”

Management anticipates satisfying these obligations with a combination of NNN’s cash provided from operations, current capital resources on hand, its credit facility, debt or equity financings and asset dispositions.

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Generally, the Properties are leased under long-term net leases, which require the tenant to pay all property taxes and assessments, substantially maintain the interior and exterior of the property and carry property and liability insurance coverage. Therefore, management anticipates that capital demands to meet obligations with respect to these Properties will be modest for the foreseeable future and can be met with funds from operations and working capital. Certain of the Properties are subject to leases under which NNN retains responsibility for specific costs and expenses associated with the Property. Management anticipates that the costs associated with the vacant Properties or those Properties that become vacant will also be met with funds from operations and working capital. NNN may be required to borrow under its credit facility or use other sources of capital in the event of significant capital expenditures.

The lost revenues and increased property expenses resulting from vacant Properties or uncollectibility of lease revenues could have a material adverse effect on the liquidity and results of operations if NNN is unable to re-lease the Properties at comparable rental rates and in a timely manner. As of March 31, 2016, NNN owned 21 vacant, un-leased Properties which accounted for approximately one percent of total Properties held in the Property Portfolio.

NNN generally monitors the financial performance of its significant tenants on an ongoing basis.

Dividends.  NNN has made an election to be taxed as a REIT under Sections 856 through 860 of the Code, as amended, and related regulations and intends to continue to operate so as to remain qualified as a REIT for federal income tax purposes. NNN generally will not be subject to federal income tax on income that it distributes to its stockholders, provided that it distributes 100 percent of its REIT taxable income and meets certain other requirements for qualifying as a REIT. If NNN fails to qualify as a REIT in any taxable year, it will be subject to federal income tax on its taxable income at regular corporate rates and will not be permitted to qualify for treatment as a REIT for federal income tax purposes for the four years following the year during which qualification is lost. Such an event could materially adversely affect NNN’s income and ability to pay dividends. NNN believes it has been structured as, and its past and present operations qualify NNN as, a REIT.

One of NNN’s primary objectives, consistent with its policy of retaining sufficient cash for reserves and working capital purposes and maintaining its status as a REIT, is to distribute a substantial portion of its funds available from operations to its stockholders in the form of dividends.

The following table outlines the dividends declared and paid for each issuance of NNN's stock (dollars in thousands, except per share data):

	Quarter Ended March 31,
	2016		2015
Series D preferred stock(1):
Dividends	$	4,762	$	4,762
Per depositary share	0.414063		0.414063
Series E preferred stock(1):
Dividends	4,097		4,097
Per depositary share	0.356250		0.356250
Common stock:
Dividends	61,151		55,314
Per share	0.435		0.420
(1)   The Series D and E preferred stock have no maturity date and will remain outstanding unless redeemed. The earliest redemption date for the Series D and Series E preferred stock is February 2017 and May 2018, respectively.

In April2016, NNN declared a dividend of $0.435 per share which is payable in May2016 to its common stockholders of record as of April 29, 2016.

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Capital Resources

Generally, cash needs for Property acquisitions, debt payments, capital expenditures, development and other investments have been funded by equity and debt offerings, bank borrowings, the sale of properties and, to a lesser extent, by internally generated funds. Cash needs for operating and interest expenses and dividends have generally been funded by internally generated funds. If available, future sources of capital include proceeds from the public or private offering of NNN’s debt or equity securities, secured or unsecured borrowings from banks or other lenders, proceeds from the sale of properties, as well as undistributed funds from operations.

Debt

The following is a summary of NNN’s total outstanding debt as of (dollars in thousands):

	March 31, 2016		Percentage of Total		December 31, 2015		Percentage of Total
Mortgages payable	17,066		0.9	%	23,964		1.2	%
Notes payable	1,952,723		99.1	%	1,951,980		98.8	%
Total outstanding debt	$	1,969,789	100.0	%	$	1,975,944	100.0	%

Indebtedness.  NNN expects to use indebtedness primarily for property acquisitions and development of single-tenant retail properties, either directly or through investment interests, and mortgage and note receivables. Additionally indebtedness may be used to refinance existing indebtedness.

Line of Credit Payable. NNN's $650,000,000 revolving Credit Facility had a weighted average outstanding balance of $2,252,000 and a weighted average interest rate of 1.4% during the quarter ended March 31, 2016. The Credit Facility matures January 2019, unless the Company exercises its option to extend maturity to January 2020. The Credit Facility currently bears interest at LIBOR plus 92.5 basis points; however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. The Credit Facility also includes an accordion feature to increase the facility size up to $1,000,000,000, subject to lender approval. As of March 31, 2016, there was no outstanding balance and $650,000,000 was available for future borrowings, under the Credit Facility.

Notes Payable. In October 2015, NNN filed a prospectus supplement to the prospectus contained in its February 2015 shelf registration statement and issued $400,000,000 aggregate principal amount of 4.00% notes due November 2025 (the “2025 Notes”). The 2025 Notes were sold at a discount with an aggregate purchase price of $399,036,000 with interest payable semi-annually commencing on May 15, 2016. The discount of $964,000 is being amortized to interest expense over the term of the notes using the effective interest method. The effective interest rate for the 2025 Notes after accounting for the note discount is 4.029%. NNN previously entered into four forward starting swaps with an aggregate notional amount of $300,000,000. Upon issuance of the 2025 Notes, NNN terminated the forward starting swaps resulting in a liability of $13,369,000, which was deferred in other comprehensive income. The deferred liability is being amortized to interest expense over the term of the 2025 Notes using the effective interest method.

The 2025 Notes are senior unsecured obligations of NNN and are subordinated to all secured indebtedness and to the indebtedness and other liabilities of NNN's subsidiaries. Additionally, the 2025 Notes are redeemable at NNN's option, in whole or part anytime, for an amount equal to (i) the sum of the outstanding principal balance of the notes being redeemed plus accrued interest thereon to the redemption date, and (ii) the make whole amount, if any, as defined in the supplemental indenture dated October 14, 2015, relating to the 2025 Notes.

NNN received approximately $395,436,000 of net proceeds in connection with the issuance of the 2025 Notes, after incurring debt issuance costs totaling $3,600,000 consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses. NNN intends to use the net proceeds to repay NNN's outstanding indebtedness under its Credit Facility, to fund future property acquisitions and for general corporate purposes.

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Debt and Equity Securities

NNN has used, and expects to use in the future, issuances of debt and equity securities primarily to pay down its outstanding indebtedness and to finance investment acquisitions.

Securities Offerings. In February 2015, NNN filed a shelf registration statement with the Securities and Exchange Commission (the “Commission”) which was automatically effective and permits the issuance by NNN of an indeterminate amount of debt and equity securities.

Refer to "Debt – Notes Payable" above for a discussion of NNN's publicly held notes. Additional information related to NNN's publicly held notes is included in NNN's Annual Report on Form 10-K for the year ended December 31, 2015.

Dividend Reinvestment and Stock Purchase Plan.  In February 2015, NNN filed a shelf registration statement which was automatically effective with the Commission for its DRIP, which permits the issuance by NNN of up to 16,000,000 shares of common stock. NNN’s DRIP provides an economical and convenient way for current stockholders and other interested new investors to invest in NNN’s common stock. The following outlines the common stock issuances pursuant to NNN’s DRIP (dollars in thousands):

	Quarter Ended March 31,
	2016		2015
Shares of common stock	134,150		31,854
Net proceeds	$	5,892	$	1,142

At-The-Market Offerings. NNN established an at-the-market equity program ("ATM") which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ATM programs:

	2016 ATM	2015 ATM	2013 ATM
Established date	March 2016	February 2015	March 2013
Termination date	March 2019	March 2016	February 2015
Total allowable shares	12,000,000	10,000,000	9,000,000
Total shares issued at March 31, 2016	372,328	9,852,465	6,252,812

The following table outlines the common stock issuances pursuant to NNN's ATM equity programs (dollars in thousands, except per share data):

	Quarter Ended March 31,
	2016		2015
Shares of common stock	1,865,260		1,191,973
Average price per share (net)	$	44.00	$	39.90
Net proceeds	$	82,076	$	47,556
Stock issuance costs(1)	$	1,429	$	842

⁽¹⁾ Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.

Recent Accounting Pronouncements

Refer to Note 1 to the March 31, 2016, Condensed Consolidated Financial Statements.

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Item 3.Quantitative and Qualitative Disclosures About Market Risk

NNN is exposed to interest rate risk primarily as a result of its variable rate Credit Facility and its fixed rate debt which are used to finance NNN’s development and acquisition activities, as well as for general corporate purposes. NNN’s interest rate risk management objective is to limit the impact of interest rate changes on earnings and cash flows and to reduce overall borrowing costs. To achieve its objectives, NNN borrows at both fixed and variable rates on its long-term debt. As of March 31, 2016, NNN had no outstanding derivatives.

The information in the table below summarizes NNN’s market risks associated with its debt obligations outstanding as of March 31, 2016 and December 31, 2015. The table presents principal payments and related interest rates by year for debt obligations outstanding as of March 31, 2016. The table incorporates only those debt obligations that existed as of March 31, 2016, and it does not consider those debt obligations or positions which could arise after this date. Moreover, because firm commitments are not presented in the table below, the information presented therein has limited predictive value. As a result, NNN’s ultimate realized gain or loss with respect to interest rate fluctuations will depend on the exposures that arise during the quarter, NNN’s hedging strategies at that time and interest rates. If interest rates on NNN’s variable rate debt increased by one percent, NNN’s interest expense would have increased by less than one percent for the quarter ended March 31, 2016.

Debt Obligations (dollars in thousands)
	Fixed Rate Debt
	Mortgages(1)			Unsecured Debt(2)
	Debt Obligation		Weighted Average Effective Interest Rate	Debt Obligation		Effective Interest Rate
2016	$	502	5.41%	$	—	—
2017	3,295		6.19%	249,823		6.92%
2018	623		5.23%	—		—
2019	653		5.23%	—		—
2020	681		5.23%	—		—
Thereafter	11,434		5.23%	1,715,574		4.16%	(3)
Total	$	17,188	5.42%	$	1,965,397	4.51%
Fair Value:
March 31, 2016	$	17,188		$	2,051,024
December 31, 2015	$	24,097		$	2,007,242

⁽¹⁾ NNN's mortgages payable represent principal payments by year and include unamortized premiums and exclude debt costs.

⁽²⁾ Includes NNN’s notes payable, each exclude debt costs and are net of unamortized discount. NNN uses market prices quoted from Bloomberg, a third party, which is a Level 1 input, to determine the fair value.

⁽³⁾ Weighted average effective interest rate for periods after 2020.

NNN is also exposed to market risks related to the Residuals. Factors that may impact the market value of the Residuals include delinquencies, loan losses, prepayment speeds and interest rates. The Residuals, which are reported at market value based upon an independent valuation, had a carrying value of $10,801,000 and $11,115,000 as of March 31, 2016 and December 31, 2015, respectively. Unrealized gains and losses are reported as other comprehensive income in stockholders’ equity. Losses considered other than temporary are reported as valuation impairments in earnings from operations if and when there has been a change in the timing or amount of estimated cash flows that leads to a loss in value.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures. An evaluation was performed under the supervision and with the participation of NNN's management, including NNN's Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer, of the effectiveness as of March 31, 2016, of the design and operation of NNN's disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act. Based on that evaluation, the Chief Executive Officer, Chief Financial Officer, and Chief Accounting Officer concluded that the design and operation of these disclosure controls and procedures were effective as of the end of the period covered by this report.

Changes in Internal Control over Financial Reporting. There has been no change in NNN's internal control over financial reporting that occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, NNN's internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings. Not applicable.

Item 1A. Risk Factors. There were no material changes in NNN's risk factors disclosed in Item 1A. Risk Factors of NNN's Annual Report on Form 10-K for the year ended December 31, 2015.

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds. Not applicable.

Item 3. Defaults Upon Senior Securities. Not applicable.

Item 4. Mine Safety Disclosures. Not applicable.

Item 5. Other Information. Not applicable.

Item 6. Exhibits

The following exhibits are filed as a part of this report.

3.	Articles of Incorporation and Bylaws
		3.1	First Amended and Restated Articles of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012, and incorporated herein by reference).
		3.2	Articles Supplementary Establishing and Fixing the Rights and Preferences of 6.625% Series D Cumulative Preferred Stock, par value $0.01 per share, dated February 21, 2012 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 23, 2012, incorporated herein by reference).
		3.3	Articles Supplementary Establishing and Fixing the Rights and Preferences of 5.700% Series E Cumulative Preferred Stock, par value $0.01 per share, dated May 29, 2013 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 30, 2013, incorporated herein by reference).
		3.4	Third Amended and Restated Bylaws of the Registrant, dated May 1, 2006, as amended (filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
		3.5	Second Amendment to the Third Amended and Restated Bylaws of the Registrant, dated December 13, 2007 (filed as Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
		3.6	Third Amendment to the Third Amended and Restated Bylaws of the Registrant, dated February 13, 2014 (filed as Exhibit 3.6 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
4.	Instruments Defining the Rights of Security Holders, Including Indentures
		4.1	Specimen Certificate of Common Stock, par value $0.01 per share, of the Registrant (filed as Exhibit 3.4 to the Registrant’s Registration Statement No. 1-11290 on Form 8-B filed with the Securities and Exchange Commission and incorporated herein by reference).
		4.2	Indenture, dated as of March 25, 1998, between the Registrant and First Union National Bank, as trustee (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-132095) filed with the Securities and Exchange Commission on February 28, 2006, and incorporated herein by reference).
		4.3	Specimen certificate representing the 6.625% Series D Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form 8-A dated February 22, 2012 and filed with the Securities and Exchange Commission on February 22, 2012, and incorporated herein by reference).
		4.4	Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts (filed as Exhibit 4.20 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).

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		4.5	Form of Supplemental Indenture No. 8 between National Retail Properties, Inc. and U.S. Bank National Association relating to 6.875% Notes due 2017 (filed as Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on September 4, 2007, and incorporated herein by reference).
		4.6	Form of 6.875% Notes due 2017 (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on September 4, 2007, and incorporated herein by reference).
		4.7	Form of Tenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 5.500% Notes due 2021 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
		4.8	Form of 5.500% Notes due 2021 (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
		4.9	Form of Eleventh Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.800% Notes due 2022 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
		4.10	Form of 3.800% Notes due 2022 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
		4.11	Form of Twelfth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.300% Notes due 2023 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated April 9, 2013, filed with the Securities and Exchange Commission on April 15, 2013 and incorporated herein by reference).
		4.12	Form of 3.300% Notes due 2022 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated April 9, 2013, filed with the Securities and Exchange Commission on April 15, 2013 and incorporated herein by reference).
		4.13	Specimen certificate representing the 5.700% Series E Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 30, 2013 and incorporated herein by reference).
		4.14	Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 30, 2013 and incorporated herein by reference).
		4.15	Form of Thirteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.900% Notes due 2024 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on May 14, 2014, and incorporated herein by reference).
		4.16	Form of 3.900% Notes due 2024 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on May 14, 2014, and incorporated herein by reference).
		4.17	Form of Fourteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 4.000% Notes due 2025 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on October 26, 2015, and incorporated herein by reference).
		4.18	Form of 4.000% Notes due 2025 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on October 26, 2015, and incorporated herein by reference).
10.	Material Contracts
		10.1	2007 Performance Incentive Plan (filed as Annex A to the Registrant’s 2007 Annual Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2007, and incorporated herein by reference).

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10.2	Form of Restricted Stock Agreement between NNN and the Participant of NNN (filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2005, and incorporated herein by reference).
10.3	Employment Agreement dated as of December 1, 2008, between the Registrant and Craig Macnab (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.4	Employment Agreement dated as of December 1, 2008, between the Registrant and Julian E. Whitehurst (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.5	Employment Agreement dated as of December 1, 2008, between the Registrant and Kevin B. Habicht (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.6	Employment Agreement dated as of December 1, 2008, between the Registrant and Paul E. Bayer (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.7	Employment Agreement dated as of December 1, 2008, between the Registrant and Christopher P. Tessitore (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.8	Form of Indemnification Agreement (as entered into between the Registrant and each of its directors and executive officers) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on June 12, 2009, and incorporated herein by reference).
10.9	Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Craig Macnab (filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.10	Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Julian E. Whitehurst (filed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.11	Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Kevin B. Habicht (filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.12	Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Paul E. Bayer (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.13	Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Christopher P. Tessitore (filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.14	Amended and Restated Credit Agreement, dated as of May 25, 2011, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2011, and incorporated herein by reference).
10.15	Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN (filed as Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.16	Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed as Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.17	Form of Restricted Award Agreement - Special Grant between NNN and the Participant of NNN (filed as Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).

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		10.18	First Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2012, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2012, and incorporated herein by reference).
		10.19	Employment Agreement dated as of January 2, 2014, between the Registrant and Stephen A. Horn, Jr. (filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
		10.20	Second Amendment to Amended and Restated Credit Agreement, dated as of October 27, 2014, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2014, and incorporated herein by reference).
		10.21	Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN (filed herewith).
		10.22	Form of Restricted Award Agreement - Service - Non-Executives between NNN and the Participant of NNN (filed herewith).
		10.23	Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed herewith).
31.	Section 302 Certifications
		31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
		31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.	Section 906 Certifications
		32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
		32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
99.	Additional Exhibits
		99.1	Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual (filed as Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 12, 2016).
101.	Interactive Data File
		101.1	The following materials from National Retail Properties, Inc. Quarterly Report on Form 10-Q for the period ended March 31, 2016, are formatted in Extensible Business Reporting Language: (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of comprehensive income, (iii) condensed consolidated statements of cash flows, and (iv) notes to condensed consolidated financial statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATED this 2nd day of May, 2016.

NATIONAL RETAIL PROPERTIES, INC.
By:	/s/ Craig Macnab
	Craig Macnab
	Chairman of the Board and Chief Executive Officer
By:	/s/ Kevin B. Habicht
	Kevin B. Habicht
	Chief Financial Officer, Executive Vice President and Director

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Exhibit Index

3.	Articles of Incorporation and Bylaws
	3.1	First Amended and Restated Articles of Incorporation of the Registrant, as amended (filed as Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 3, 2012, and incorporated herein by reference).
	3.2	Articles Supplementary Establishing and Fixing the Rights and Preferences of 6.625% Series D Cumulative Preferred Stock, par value $0.01 per share, dated February 21, 2012 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated February 23, 2012, incorporated herein by reference).
	3.3	Articles Supplementary Establishing and Fixing the Rights and Preferences of 5.700% Series E Cumulative Preferred Stock, par value $0.01 per share, dated May 29, 2013 (filed as Exhibit 3.1 to the Registrant’s Current Report on Form 8-K dated May 30, 2013, incorporated herein by reference).
	3.4	Third Amended and Restated Bylaws of the Registrant, dated May 1, 2006, as amended (filed as Exhibit 3.4 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
	3.5	Second Amendment to the Third Amended and Restated Bylaws of the Registrant, dated December 13, 2007 (filed as Exhibit 3.5 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
	3.6	Third Amendment to the Third Amended and Restated Bylaws of the Registrant, dated February 13, 2014 (filed as Exhibit 3.6 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
4.	Instruments Defining the Rights of Security Holders, Including Indentures
	4.1	Specimen Certificate of Common Stock, par value $0.01 per share, of the Registrant (filed as Exhibit 3.4 to the Registrant’s Registration Statement No. 1-11290 on Form 8-B filed with the Securities and Exchange Commission and incorporated herein by reference).
	4.2	Indenture, dated as of March 25, 1998, between the Registrant and First Union National Bank, as trustee (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (Registration No. 333-132095) filed with the Securities and Exchange Commission on February 28, 2006, and incorporated herein by reference).
	4.3	Specimen certificate representing the 6.625% Series D Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4.4 to the Registrant’s Registration Statement on Form 8-A dated February 22, 2012 and filed with the Securities and Exchange Commission on February 22, 2012, and incorporated herein by reference).
	4.4	Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts (filed as Exhibit 4.20 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
	4.5	Form of Supplemental Indenture No. 8 between National Retail Properties, Inc. and U.S. Bank National Association relating to 6.875% Notes due 2017 (filed as Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on September 4, 2007, and incorporated herein by reference).
	4.6	Form of 6.875% Notes due 2017 (filed as Exhibit 4.2 to the Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on September 4, 2007, and incorporated herein by reference).
	4.7	Form of Tenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 5.500% Notes due 2021 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).
	4.8	Form of 5.500% Notes due 2021 (filed as Exhibit 4.2 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 6, 2011, and incorporated herein by reference).

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	4.9	Form of Eleventh Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.800% Notes due 2022 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
	4.10	Form of 3.800% Notes due 2022 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on August 14, 2012 and incorporated herein by reference).
	4.11	Form of Twelfth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.300% Notes due 2023 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K dated April 9, 2013, filed with the Securities and Exchange Commission on April 15, 2013 and incorporated herein by reference).
	4.12	Form of 3.300% Notes due 2022 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K dated April 9, 2013, filed with the Securities and Exchange Commission on April 15, 2013 and incorporated herein by reference).
	4.13	Specimen certificate representing the 5.700% Series E Cumulative Redeemable Preferred Stock, par value $.01 per share, of the Registrant (filed as Exhibit 4.3 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 30, 2013 and incorporated herein by reference).
	4.14	Deposit Agreement, among the Registrant, American Stock Transfer & Trust Company, as Depositary, and the holders of depositary receipts (filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on May 30, 2013 and incorporated herein by reference).
	4.15	Form of Thirteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3.900% Notes due 2024 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on May 14, 2014, and incorporated herein by reference).
	4.16	Form of 3.900% Notes due 2024 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on May 14, 2014, and incorporated herein by reference).
	4.17	Form of Fourteenth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 4.000% Notes due 2025 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on October 26, 2015, and incorporated herein by reference).
	4.18	Form of 4.000% Notes due 2025 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on October 26, 2015, and incorporated herein by reference).
10.	Material Contracts
	10.1	2007 Performance Incentive Plan (filed as Annex A to the Registrant’s 2007 Annual Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 3, 2007, and incorporated herein by reference).
	10.2	Form of Restricted Stock Agreement between NNN and the Participant of NNN (filed as Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 15, 2005, and incorporated herein by reference).
	10.3	Employment Agreement dated as of December 1, 2008, between the Registrant and Craig Macnab (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
	10.4	Employment Agreement dated as of December 1, 2008, between the Registrant and Julian E. Whitehurst (filed as Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
	10.5	Employment Agreement dated as of December 1, 2008, between the Registrant and Kevin B. Habicht (filed as Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
	10.6	Employment Agreement dated as of December 1, 2008, between the Registrant and Paul E. Bayer (filed as Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).

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10.7	Employment Agreement dated as of December 1, 2008, between the Registrant and Christopher P. Tessitore (filed as Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 3, 2008, and incorporated herein by reference).
10.8	Form of Indemnification Agreement (as entered into between the Registrant and each of its directors and executive officers) (filed as Exhibit 10.1 to the Registrant’s Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on June 12, 2009, and incorporated herein by reference).
10.9	Amendment to Employment Agreement, dated as of November 8, 2010, between the Registrant and Craig Macnab (filed as Exhibit 10.10 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.10	Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Julian E. Whitehurst (filed as Exhibit 10.11 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.11	Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Kevin B. Habicht (filed as Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.12	Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Paul E. Bayer (filed as Exhibit 10.13 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.13	Amendment to Employment Agreement dated as of November 8, 2010, between the Registrant and Christopher P. Tessitore (filed as Exhibit 10.14 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 24, 2011, and incorporated herein by reference).
10.14	Amended and Restated Credit Agreement, dated as of May 25, 2011, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on June 6, 2011, and incorporated herein by reference).
10.15	Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN (filed as Exhibit 10.15 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.16	Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed as Exhibit 10.16 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.17	Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed as Exhibit 10.17 to the Registrant’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 4, 2012, and incorporated herein by reference).
10.18	First Amendment to Amended and Restated Credit Agreement, dated as of October 31, 2012, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on November 1, 2012, and incorporated herein by reference).
10.19	Employment Agreement dated as of January 2, 2014, between the Registrant and Stephen A. Horn, Jr. (filed as Exhibit 10.19 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 19, 2014, and incorporated herein by reference).
10.20	Second Amendment to Amended and Restated Credit Agreement, dated as of October 27, 2014, by and among the Registrant, certain lenders and Wells Fargo Bank, National Association, as the Administrative Agent (filed as Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on October 28, 2014, and incorporated herein by reference).
10.21	Form of Restricted Award Agreement - Performance between NNN and the Participant of NNN (filed herewith).
10.22	Form of Restricted Award Agreement - Service - Non-Executives between NNN and the Participant of NNN (filed herewith).
10.23	Form of Restricted Award Agreement - Service between NNN and the Participant of NNN (filed herewith).

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31.	Section 302 Certifications
	31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	31.2	Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (filed herewith).
32.	Section 906 Certifications
	32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
	32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
99.	Additional Exhibits
	99.1	Certification of Chief Executive Officer pursuant to Section 303A.12(a) of the New York Stock Exchange Listed Company Manual (filed as Exhibit 99.1 to the Registrant’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 12, 2016).
101.	Interactive Data File
	101.1	The following materials from National Retail Properties, Inc. Quarterly Report on Form 10-Q for the period ended March 31, 2016, are formatted in Extensible Business Reporting Language: (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of comprehensive income, (iii) condensed consolidated statements of cash flows, and (iv) notes to condensed consolidated financial statements.

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EX-10.21

Exhibit 10.21

National Retail Properties, Inc.

Performance Shares Award Agreement

This Performance Shares Award Agreement (this “Agreement”) is entered into between National Retail Properties, Inc., a Maryland corporation (the “Company”), and _______________ (the “Participant”) pursuant to the Stock Award granted to the Participant effective as of __________, 20___ (the “Date of Grant”), pursuant to the terms of and under the National Retail Properties, Inc. 2007 Performance Incentive Plan (the “Plan”). In consideration of the mutual promises and covenants made herein and the terms and conditions of the Plan, which is wholly incorporated herein by reference, the parties hereby agree as follows:

1.    Definitions. All terms defined in the Participant’s Employment Agreement, as defined herein, shall have the same meaning herein whether or not specifically defined herein or in the Plan. All terms defined within the Plan shall have the same meaning herein whether specifically defined herein or not. Additionally, the following definitions shall apply to this Agreement:

(a) Cause shall have the meaning ascribed to that term in the Employment Agreement.

(b) Certification Date shall mean the date that the Compensation Committee of the Board of Directors of the Company makes a written determination as to whether the Performance Objectives were met.

(c) Change of Control shall have the meaning ascribed to that term in Section 2.E. of the Plan and such definition shall not be changed by the subsequent replacement of or superseding of said Plan after the date of this Agreement.

(d) Code shall mean the Internal Revenue Code of 1986, as amended, and any successor statute.

(e) Disabilityshall have the meaning ascribed to that term in the Employment Agreement.

(f) Dividend Equivalent Payment shall mean a payment under Section 4 of this Agreement in an amount equal to the accumulated value of cash dividends and other cash distributions that would have been paid to the Participant on the shares of Unvested Performance Shares if they were vested from the Date of Grant until they become vested.

(g) Employment Agreement shall mean that certain Employment Agreement dated __________, 20___, between the Participant and the Company which is in effect on the date of this Agreement[, as amended on __________, _____.]

(h) Good Reason shall have the meaning ascribed to that term in the Employment Agreement.

(i) Performance Shares shall mean the Stock Award that is the subject of this Agreement.

(j) Term shall have the meaning ascribed to that term in the Employment Agreement.

(k) Unvested Performance Shares shall mean shares of Performance Shares that are subject to forfeiture under the terms of this Agreement.

1

(l) Vested Performance Shares shall mean shares of Performance Shares that are not subject to forfeiture under the terms of this Agreement.

To the extent there is a conflict between the definition given to a defined term in this Agreement, the Plan and the Employment Agreement, the definition in the Employment Agreement shall control, or if no definition is contained in the Employment Agreement, the definition in the Plan shall control.

2.    Award. As of the Date of Grant, the Company hereby awards and grants to the Participant a Performance Shares Award of __________ shares of Common Stock of the Company (collectively, the “Performance Shares”).

3. Vesting.

(a) Except as otherwise provided in this Section 3, shares of Unvested Performance Shares shall vest on the Certification Date only if and to the extent (i) the Participant remains in Continuous Service through January 1, 20___, and (ii) the Company attains the performance goals during the performance period ending December 31, 20___, as set forth on Appendix A hereto (the “Performance Objectives”). The Compensation Committee shall make its certification before March 15, 20___. No vesting shall occur for performance below Threshold and the full number of share shall vest for performance that is equal to or greater than Maximum, as set forth on Appendix A. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares.

(b) In the event that the Participant’s employment is terminated as a result of death or Disability, at any time between the Grant Date and December 31, 20___, the Participant shall vest in the Performance Shares at Target (as set forth in Appendix A), regardless of whether the Performance Objectives are attained, with such vesting occurring as of the day before the termination of employment. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares.

(c) In the event the Participant’s employment terminates prior to December 31, 20___, by reason of the non-renewal of the Term of the Employment Agreement by the Company, whether at the end of the current Term or any extended Term of the Employment Agreement, to the extent the Performance Objectives are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Performance Shares in a pro-rated amount based on the date of the Participant’s termination of employment, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares.

(d) In the event the Participant’s employment terminates prior to December 31, 20___, by reason of the Company’s termination of the Participant without Cause or the Participant’s termination of employment for Good Reason, to the extent the Performance Objectives are attained as set forth on Appendix A, the Participant shall be entitled to vest in the Performance Shares in accordance with Section 3(a) above without any reduction or limitation as a result of said prior termination, subject to the Compensation Committee certification provided for in Section 3(a) of this Agreement. The shares of Unvested Performance Shares which do

2

not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares.

(e) In the event there is a Change of Control, as defined in the Plan, then the Participant shall vest in the Performance Shares at Target as of the effective date of any such Change of Control; provided that (i) if the Participant has previously been terminated from employment as described under Section 3(c) and the Change of Control occurs prior to the vesting of unvested Performance Shares provided for under Section 3(c), the Participant shall vest in the Performance Shares in a pro-rated amount at Target based on the date of the Participant’s termination of employment, and any other rights in respect of the vesting of Unvested Performance Shares under Section 3(c) shall be cancelled and of no further force and effect, and (ii) if the Participant has previously been terminated from employment as described under Section 3(d) and the Change of Control occurs prior to the vesting of Unvested Performance Shares provided for under Section 3(d), then the Participant shall vest in the Performance Shares at Target as of the effective date of any such Change of Control, and any other rights in respect of the vesting of Unvested Performance Shares under Section 3(d) shall be cancelled and of no further force and effect. The shares of Unvested Performance Shares which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares.

(f) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason prior to December 31, 20___, all Unvested Performance Shares shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Performance Shares.

(g) Except as is provided in Section 9 of the Plan, any adjustment to an award of Performance Shares pursuant to Section 9 of the Plan shall not change the ratio of Unvested Performance Shares to Vested Performance Shares.

(h) If the Participant is entitled to vest in a pro-rata portion of the Performance Shares, the number of shares of Unvested Performance Shares which vest shall be determined by multiplying the number of shares eligible to vest based on attainment of Performance Objectives by a fraction, the numerator of which is the number of days elapsed between January 1, 20___, and the date of the termination of employment, and the denominator of which is 1,096. For example, if the vesting based on attainment of Performance Objectives is determined to be at Target and the Participant completed 100 days of Continuous Service from January 1, 20___, the pro-rata vested amount would be equal to the number of shares vested at Target (as provided on Appendix A) times (100 divided by 1,096).

4.Dividends and Distributions on Unvested Performance Shares. Cash dividends and other cash distributions with respect to shares of Unvested Performance Shares shall not be paid. However, upon vesting, the Participant shall be entitled to receive a cash Dividend Equivalent Payment by the Company. The Dividend Equivalent Payment shall be made by the Company within thirty (30) days of the date on which the shares of Performance Shares with respect to which the Dividend Equivalent Payment is due vest but in no event later than the earlier of (i) March 15 of the year following the year during which the right to receive the Dividend Equivalent Payment is no longer subject to a substantial risk of forfeiture (within the meaning of Section 409A of the Code) or (ii) _________, 20___.

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In the event of the declaration of a stock dividend, the declaration of a distribution with respect to the shares of Unvested Performance Shares or in the event of a stock split, a recapitalization, a merger or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property which are distributed with respect to Unvested Performance Shares shall immediately be subject to the vesting and other restrictions of this Agreement to the same extent as the Unvested Performance Shares to which such distributed property relates.

5.Shareholder Rights and Restrictions on Transfer. Except as provided in Section 4 of this Agreement, the Participant shall have all rights of a stockholder with respect to each share of Unvested Performance Shares; provided, however, that (i) the Participant, will not have voting rights on the shares of Unvested Performance Shares, (ii) the Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Unvested Performance Shares, (iii) the Company shall retain custody of the certificates evidencing shares of Unvested Performance Shares, and (iv) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to shares of Unvested Performance Shares. The limitations set forth in the preceding sentence shall not apply to shares of Unvested Performance Shares once such shares become Vested Performance Shares. If any transfer or other disposition of shares of Unvested Performance Shares is made or attempted, such transfer shall be null and void and of no force and effect, and in addition to any other legal or equitable remedies which it may have, the Company may enforce its rights by action for specific performance (to the extent permitted by law) and the Company shall refuse to recognize any transferee as one of its shareholders for any purpose, including without limitation for purposes of dividend and voting rights. This Agreement shall be binding upon the Participant and his heirs, representatives, successors and assigns.

6.Stock Legends. In addition to such other legends that the Company determines are necessary and appropriate pursuant to the Plan, each certificate of Common Stock issued pursuant to this Agreement shall bear on its face the following legend:

The shares represented by this certificate are subject to restrictions on transfer, a copy of the terms of which will be furnished by the Company to the holder of this certificate upon written request and without charge.

7.Tax Matters. You agree that you will not file an election under Section 83(b) of the Code with respect to the Performance Shares covered by this Agreement. In accordance with Internal Revenue Service (“IRS”) rules and regulations and assuming the Participant has not filed a timely election under Section 83(b) of the Code, the Company is treated as the owner for Federal income tax purposes of shares of Unvested Performance Shares and all Dividend Equivalent Payments paid to the Participant shall be classified as wages and included in the Participant’s Form W-2 in the year of payment to the Participant. Each dividend or other distribution payable with respect to the Unvested Performance Shares will be remitted to the Company from the Company’s transfer agent to facilitate compliance with Section 4 of this Agreement. The amount of the dividend paid on the Participant’s Vested Performance Shares shall be reported as dividend income on Form 1099-DIV, which is prepared by and delivered to the Participant directly from the transfer agent.

Upon removal of the restrictions on the Unvested Performance Shares, a taxable event will occur and the Participant will be responsible for payment of taxes due.

In the event that the Participant, in violation of the first sentence of this Section 7, files an election under Section 83(b) of the Code with respect to the shares of Unvested Performance Shares covered by this Agreement, all such Unvested Performance Shares shall, immediately prior to such filing and without notice,

4

be forfeited by the Participant and the Participant shall have no rights with respect to such Unvested Performance Shares as of and subsequent to the date of such filing.

8.Right to Continued Services. Nothing herein shall confer upon the Participant any right to continued employment by the Company or any subsidiaries or affiliates or to continued service as a Director or limit in any way the right of the Company or any subsidiary or affiliate at any time to terminate or alter the terms of that employment or services as a Director.

9.Prior Agreements. This Agreement, the Plan and certain definitions under the Employment Agreement constitute the entire understanding between the Participant and the Company regarding this Stock Award. Notwithstanding the terms of the Employment Agreement, or any other agreement between the Participant and the Company, the Performance Shares awarded to the Participant under this Agreement shall vest only in accordance with the terms of this Agreement and any applicable vesting or accelerated vesting provisions contained in the Employment Agreement or any other agreement between the Participant and the Company are superseded by the terms of this Agreement.

10.Acceptance of Agreement. The shares of the Performance Shares are granted subject to all of the applicable terms and provisions of the Plan and this Agreement. The terms and provisions of the Plan are incorporated by reference herein. The Participant accepts and agrees to be bound by all the terms and conditions hereof.

11.Section 409A Compliance. To the fullest extent applicable, amounts and benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under Section 409A of the Code. To the extent that any such amount or benefit is or becomes subject to Section 409A of the Code due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation, this Agreement is intended to comply with the applicable requirements of Section 409A of the Code with respect to such amounts or benefits. This Agreement shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent.

Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Participant is a Specified Employee (within the meaning of Section 409A(a)(2)(B)(i) of the Code, and as determined by the Company) on the date of termination of the Executive's employment and the Company reasonably determines that any amount or benefit payable under this Agreement payable due to the Participant’s separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the Code (“Separation Date”), constitutes nonqualified deferred compensation that will subject the Participant to “additional tax” under Section 409A(a)(1)(B) of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or benefit if paid or provided at the time specified in this Agreement, then the payment provision thereof shall be postponed to the first business day following the six month anniversary of the Participant’s Separation Date or, if earlier, the date of the Participant’s death.

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Executed as of the _____ day of __________, 20___.

National Retail Properties, Inc.

By:

Name:

Title:    Chairman of the Compensation Committee

I have read the Agreement and the Plan and agree to the terms of this Stock Award, including, but not limited to, the vesting terms provided in Sections 3 and 4, and the provisions of Section 9. I acknowledge and accept that such vesting terms may be different than vesting terms described in my Employment Agreement and that the vesting terms provided for in this Agreement shall control the Stock Award granted hereunder.

Participant:

By:

Name:

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Appendix A

Performance Objectives for 20___ Executive Compensation Program

[Participant’s Name]

Performance will be based on NNN’s total shareholder return for the three-year period ending December 31, 20___, compared to the total return for companies in the NAREIT All Equity REIT Index (the “Comparator Group”).

Vesting Based on NNN’s Relative Performance Ranking
Performance Level	NNN Percentile Rank vs. Comparator Group	REITs in the NAREIT All Equity Index
Maximum	75th Percentile
Target	50th Percentile
Threshold	33rd Percentile

Straight line interpolation will be used to determine award funding levels for results in between threshold and target or between target and maximum levels. No payment or release of restrictions on shares shall occur until the Compensation Committee certifies in writing the performance achieved.

Companies must be in their applicable comparator group for the entire 3-year performance cycle in order to be included in the percentile ranking calculations.

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EX-10.22

Exhibit 10.22

Restricted Stock Award Agreement

This Restricted Stock Award Agreement (this “Agreement”) is entered into between National Retail Properties, Inc., a Maryland corporation (the “Company”), and (“Participant”) pursuant to the Stock Award granted to Participant as of the date hereof (the “Date of Grant”), pursuant to the terms of and under the National Retail Properties, Inc. 2007 Performance Incentive Plan (the “Plan”). In consideration of the mutual promises and covenants made herein and the terms and conditions of the Plan, which is wholly incorporated herein by reference, the parties hereby agree as follows:

1.    Definitions. All terms defined within the Plan shall have the same meaning herein whether specifically defined herein or not. Additionally, the following definitions shall apply to this Agreement:

i. Cause shall mean with respect to any individual: (i) the conviction of the individual of, or the entry of a plea of guilty or nolo contendere by the individual to, (A) any felony, or (B) any crime involving dishonesty or moral turpitude; (ii) fraud, misappropriation, embezzlement by the individual related to Participant’s duties to the Company; (iii) the individual’s unsatisfactory performance of his assigned duties for the Company, which continues after (A) the individual has received written notice of his unsatisfactory performance, and (B) the individual has had a reasonable opportunity to cure such unsatisfactory performance; or (iv) the breach by the individual of any material term of an agreement pursuant to which he provides services to the Company.

(a) Non-Compete Agreement shall mean the non-compete agreement entered into with this Agreement or previously entered into by and between the Participant and the Company in connection with prior award agreements, which the Participant was required to enter into as a condition to receiving the grant of Restricted Stock described in Section 2 hereof or pursuant to the prior award agreement.

i. Release shall mean the standard form of general release of claims used by the Company on the Participant’s Retirement Date (if the Participant Retires).

ii. Restricted Stock shall mean the Restricted Stock Award (as defined in the Plan) that is the subject of this Agreement.

iii. Retire or Retirement shall mean a voluntary termination of employment with the Company by action of the Participant that takes effect on the Participant’s Retirement Date unless it is determined by the Company that circumstances constituting Cause existed on or before the Retirement Date.

(b) Retirement Date shall mean the date that is two hundred and seventy (270) days after Participant delivers Participant’s Retirement Notice; provided, however, in the Company’s sole discretion, the Company may accelerate the Retirement Date to any earlier date occurring after delivery of Participant’s Retirement Notice.

i. Retirement Notice shall mean a written notice from the Participant to the Company that Participant intends to Retire as of a Retirement Date described in Section 1(f) above.

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ii. Retirement Vesting Criteria shall mean Participant has satisfied all of the following: (i) as of the Retirement Date (aa) Participant has been continuously employed by the Company for at least ___ (__) consecutive years of service, (bb) Participant has attained the age of ____, (cc) Participant has fully complied with and has not breached or violated the terms of the Non-Compete Agreement, and (dd) Participant has worked with the Company on transitioning all working accounts and business relationships of the Participant with customers or potential customers of the Company to other employees of the Company, (ii) Participant has executed the Release and such other documents that are customarily obtained by the Company upon separation of an employee from employment with the Company and (iii) the Release has not been revoked within the Revocation Period.

iii. Revocation Period shall mean the Revocation Period as defined in the Release executed by the Participant upon Retirement.

iv. Unvested Restricted Stock shall mean shares of Restricted Stock that are subject to forfeiture under the terms of this Agreement.

v. Vesting Date shall mean the date on which all or a portion of the Restricted Stock is no longer subject to forfeiture under the terms of this Agreement, pursuant to subsection 3(a), 3(b) or 3(c) below.

vi. Vested Restricted Stock shall mean shares of Restricted Stock that are no longer subject to forfeiture under the terms of this Agreement, except for forfeiture under Section 4 below.

2.    Award. As of the Date of Grant, the Company hereby awards and grants to Participant a Restricted Stock Award of ( ) shares of Common Stock of the Company (collectively, the “Restricted Stock”).

3. Vesting.

(a) Subject to subsections 3(b) and 3(c), as of each of the following Vesting Dates, Restricted Stock shall become Vested Restricted Stock in such amounts and as of such Vesting Dates as are set forth below, provided that the Participant is continuously employed by the Company from the Date of Grant through the Vesting Date: (i) Twenty percent (20%) as of January 1, 20__; (ii) Twenty percent (20%) as of January 1, 20__; (iii) Twenty percent (20%) as of January 1, 20__; (iv) Twenty percent (20%) as of January 1, 20__; and (v) Twenty percent (20%) as of January 1, 20__.

(b) In the event that Participant’s employment is terminated as a result of death or Disability or is terminated by the Company without Cause, Participant shall vest in any portion of the Restricted Stock that remains unvested as of the day before the termination of employment. In the event the Company is merged into or consolidated with another Company under circumstances where the Company is not the surviving company, or if the Company is liquidated, or sells or otherwise disposes of substantially all of its assets to another company, then Participant shall vest in any portion of the Restricted Stock that remains unvested as of the effective date of any such merger, consolidation, liquidation or sale, unless provisions are made in connection with such transaction for the continuance of the Plan and/or the assumption or substitution of this Restricted Stock Award, with appropriate adjustments as to the number and kind of shares.

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(c) In the event that Participant (i) Retires and (ii) meets the Retirement Vesting Criteria , Participant shall vest in any portion of the Restricted Stock that remains unvested as of the Retirement Date on the expiration of the Revocation Period. [*** Note: delete retirement language from award agreements where the employee will not achieve the retirement age during the term of the award agreement ***]

(d) In the event Participant incurs a termination of employment other than as described in subsection 3(b) or in subsection 3(c) above, all Unvested Restricted Stock shall immediately and without any notice or other action required by any person be forfeited and cancelled, and Participant shall have no rights or interests with respect to such Unvested Restricted Stock.

(e) Except as is provided in Section 9 of the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock.

4.Clawback. Notwithstanding anything to the contrary herein or in the Plan, in the event of (i) Participant’s breach of the Non-Compete Agreement or a similar restrictive covenant agreement with the Company, or (ii) Participant’s breach of the terms of the Release described in subsection 1(c) above (or the Participant’s revocation of the Release during the applicable revocation period, if any), then all of the Participant’s Vested Restricted Stock held by the Participant that vested upon Retirement pursuant to subsection 3(c) above shall immediately be forfeited and cancelled and the Participant shall have no further rights or interests with respect to such Vested Restricted Stock, and to the extent that Participant has disposed of any shares of such Vested Restricted Stock, the Company shall have the right to require Participant to pay to the Company an amount equal to the proceeds received by Participant in consideration for the disposition of such shares. Nothing in this Section shall apply to or cause the forfeiture of any Restricted Stock that became Vested Restricted Stock pursuant to subsection 3(a) above prior to the date of Retirement.

5.Shareholder Rights and Restrictions on Transfer. The Participant shall have all rights of a stockholder with respect to each share of Unvested Restricted Stock, including the right to receive dividends and vote the share; provided, however, that (i) a Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Unvested Restricted Stock, (ii) the Company shall retain custody of the certificates evidencing shares of Unvested Restricted Stock, and (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to shares of Unvested Restricted Stock. The limitations set forth in the preceding sentence shall not apply to shares of Unvested Restricted Stock once such shares become Vested Restricted Stock. If any transfer or other disposition of shares of Unvested Restricted Stock is made or attempted, such transfer shall be null and void and of no force and effect, and in addition to any other legal or equitable remedies which it may have, the Company may enforce its rights by action for specific performance (to the extent permitted by law) and the Company shall refuse to recognize any transferee as one of its shareholders for any purpose, including without limitation for purposes of dividend and voting rights. This Agreement shall be binding upon the Participant and his heirs, representatives, successors and assigns.

6.Representations of the Participant and Share Registration. The Company may require that the Participant execute and deliver to the Company a written statement, in form satisfactory to the Company, in which the Participant represents and warrants that the shares of Restricted Stock are being acquired for such person's own account, for investment only and not with a view to the resale or distribution thereof. The Participant shall, at the request of the Company, be required to represent and warrant in writing that any

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subsequent resale or distribution of shares of Restricted Stock by the Participant shall be made only pursuant to either (i) a registration statement on an appropriate form under the Securities Act, which registration statement has become effective and is current with regard to the shares of Restricted Stock being sold, or (ii) a specific exemption from the registration requirements of the Securities Act, but in claiming such exemption the Participant shall, prior to any offer of sale or sale of such shares of Restricted Stock, obtain a prior favorable written opinion of counsel, in form and substance satisfactory to counsel for the Company, as to the application of such exemption thereto. The Company may delay issuance or delivery of shares of Restricted Stock if it determines that listing, registration or qualification of the shares or the consent or approval of any governmental regulatory body is necessary or desirable as a condition of, or in connection with, the sale or purchase of the shares, until such listing, registration, qualification, consent or approval shall have been effected or obtained, or otherwise provided for, free of any conditions not acceptable to the Company.

7.Stock Legends. In addition to such other legends that the Company determines are necessary and appropriate pursuant to the Plan, each certificate of Common Stock issued pursuant to this Agreement shall bear on its face the following legend:

The shares represented by this certificate are subject to restrictions on transfer, a copy of the terms of which will be furnished by the Company to the holder of this certificate upon written request and without charge.

8.Cash Withholding Bonus. As of each Vesting Date, the Company shall pay the Participant an amount in cash equal to 25% of the fair market value of the portion of the Restricted Stock that becomes Vested Restricted Stock on the Vesting Dates.  In addition to withholding such amounts as required to be withheld against such cash payment, the Company shall apply the amount of the cash payment due under this paragraph towards satisfaction of the Participant’s obligation under Sections 10 and 11 of the Plan to make satisfactory arrangements with the Company to pay any withholding and/or tax liabilities that accrue on account of the Restricted Stock

9.Dividends on Unvested Shares. In accordance with Internal Revenue Service (“IRS”) rules and regulations, the dividends paid on the Participant’s Unvested Restricted Stock shall be classified as wages and included in the Participant’s Form W-2 in each of the respective years. In addition, twenty-five percent (25%) of each dividend on the Unvested Restricted Stock payable to the Participant will be remitted to the Company from the Company’s transfer agent. These monies will be remitted to the IRS on behalf of a Participant for various payroll taxes resulting from this portion of the dividend. The amount of the dividend paid on the Participant’s Vested Restricted Stock shall be reported as dividend income on Form 1099-DIV, which is prepared by and delivered to the Participant directly from the transfer agent. The total amount reported as wages on the Participant’s W-2 plus the amount reported as dividend income on the Participant’s 1099-DIV shall equal the total dividends paid to the Participant during the respective year.

10.Right to Continued Services. Nothing herein shall confer upon Participant any right to continued employment by the Company or any subsidiaries or affiliates or to continued service as a Director or limit in any way the right of the Company or any subsidiary or affiliate at any time to terminate or alter the terms of that employment or services as a Director.

11.Cooperation. The Participant agrees to execute such additional agreements as the Company may reasonably require to effectuate the terms of this Agreement.

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12.Acceptance of Agreement. The shares of the Restricted Stock are granted subject to all of the applicable terms and provisions of the Plan and this Agreement. The terms and provisions of the Plan are incorporated by reference herein. Participant accepts and agrees to be bound by all the terms and conditions hereof.

Executed as of the __________ day of ___________, 20___.

National Retail Properties, Inc.

By:_________________________________________

Craig Macnab

Chief Executive Officer

Participant:___________________________________

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EX-10.23

Exhibit 10.23

National Retail Properties, Inc.

Restricted Stock Award Agreement - Service

This Restricted Stock Award Agreement (this “Agreement”) is entered into between National Retail Properties, Inc., a Maryland corporation (the “Company”), and ____________________ (the “Participant”) pursuant to the Stock Award granted to the Participant effective as of __________, 20___ (the “Date of Grant”), pursuant to the terms of and under the National Retail Properties, Inc. 2007 Performance Incentive Plan (the “Plan”). In consideration of the mutual promises and covenants made herein and the terms and conditions of the Plan, which is wholly incorporated herein by reference, the parties hereby agree as follows:

1.    Definitions. All terms defined in the Participant’s Employment Agreement, as defined herein, shall have the same meaning herein whether or not specifically defined herein or in the Plan. All terms defined within the Plan shall have the same meaning herein whether specifically defined herein or not. Additionally, the following definitions shall apply to this Agreement:

(a) Cause shall have the meaning ascribed to that term in the Employment Agreement.

(b) Change of Control shall have the meaning ascribed to that term in Section 2.E. of the Plan and such definition shall not be changed by the subsequent replacement of or superseding of said Plan after the date of this Agreement.

(c) Code shall mean the Internal Revenue Code of 1986, as amended, and any successor statute.

(d) Disabilityshall have the meaning ascribed to that term in the Employment Agreement.

(e) Employment Agreement shall mean that certain Employment Agreement dated __________, ______, [as amended on __________, 20___,] between the Participant and the Company which is in effect on the date of this Agreement.

(f) Good Reason shall have the meaning ascribed to that term in the Employment Agreement.

(g) Restricted Stock shall mean the Stock Award that is the subject of this Agreement.

(h) Term shall have the meaning ascribed to that term in the Employment Agreement.

(i) Unvested Restricted Stock shall mean shares of Restricted Stock that are subject to forfeiture under the terms of this Agreement.

(j) Vesting Date shall mean the date on which all or a portion of the Restricted Stock is no longer subject to forfeiture under the terms of this Agreement.

(k) Vested Restricted Stock shall mean shares of Restricted Stock that are not subject to forfeiture under the terms of this Agreement.

To the extent there is a conflict between the definition given to a defined term in this Agreement, the Plan and the Employment Agreement, the definition in the Employment Agreement shall control, or if no definition is contained in the Employment Agreement, the definition in the Plan shall control.

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2.    Award. As of the Date of Grant, the Company hereby awards and grants to the Participant a Restricted Stock Award of _____ shares of Common Stock of the Company (collectively, the “Restricted Stock”).

3. Vesting.

(a) The Restricted Stock shall become Vested Restricted Stock in four (4) annual and equal installments based on the Participant’s Continuous Service through January 1 of each of the four years following the Date of Grant (each installment being a “Vesting Date”). Accordingly, the Restricted Stock Award granted under this Agreement shall vest as follows:

Continuous Service through this Vesting Date	Percentage of Restricted Stock Award to Vest
January 1, 20___	25%
January 1, 20___	25%
January 1, 20___	25%
January 1, 20___	25%

(b) In the event that the Participant’s employment is terminated as a result of death or Disability, the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock.

(c) In the event the Participant’s employment terminates as a result of the non-renewal by the Company of the Term of the Employment Agreement in effect on the Date of Grant (the “Current Term”), the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock. In the event the Participant’s employment terminates as a result of the Company’s non-renewal of any subsequent renewal Term (a “Renewal Term”) of the Employment Agreement, the Participant shall vest in a pro-rata portion of the Restricted Stock determined based on the Participant’s date of termination of employment in accordance with Section 3(h) below. In the event the Participant’s employment terminates as a result of the non-renewal of the Term of the Employment Agreement by the Participant, whether at the end of the Current Term or any Renewal Term, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock. The shares of Unvested Restricted Stock which do not vest shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock.

(d) In the event the Participant’s employment is terminated by the Company without Cause or if the Participant terminates his/her employment with Good Reason, the Participant shall vest in the Restricted Stock with such vesting occurring as of the day before the termination of employment and no portion of the Restricted Stock shall be Unvested Restricted Stock.

(e) In the event there is a Change in Control, as defined in the Plan, then the Participant shall vest in the Restricted Stock as of the effective date of any such Change in Control.

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(f) Except as is provided in Section 9 of the Plan, any adjustment to an award of Restricted Stock pursuant to Section 9 of the Plan shall not change the ratio of Unvested Restricted Stock to Vested Restricted Stock.

(g) In the event the Participant’s employment is terminated for Cause or if the Participant terminates his/her employment without Good Reason, all Unvested Restricted Stock shall immediately and without notice be forfeited and the Participant shall have no rights with respect to such Unvested Restricted Stock.

(h) If the Participant is entitled to vest in a pro-rata portion of the Restricted Stock, the number of shares of Unvested Restricted Stock which vest (or additional shares which shall vest if some of the shares have already vested) shall be determined by multiplying the number of shares scheduled to vest on the next scheduled vesting following the date of termination of employment by a fraction, the numerator of which is the number of days elapsed between the January 1 preceding the date of the termination of employment and the date of termination of employment, and the denominator of which is 365.

4.Shareholder Rights and Restrictions on Transfer. Subject to Section 7, the Participant shall have all rights of a stockholder with respect to each share of Unvested Restricted Stock, including the right to receive dividends and vote the shares; provided, however, that (i) the Participant may not sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares of Unvested Restricted Stock, (ii) the Company shall retain custody of the certificates evidencing shares of Unvested Restricted Stock, and (iii) the Participant will deliver to the Company a stock power, endorsed in blank, with respect to shares of Unvested Restricted Stock. The limitations set forth in the preceding sentence shall not apply to shares of Unvested Restricted Stock once such shares become Vested Restricted Stock. If any transfer or other disposition of shares of Unvested Restricted Stock is made or attempted, such transfer shall be null and void and of no force and effect, and in addition to any other legal or equitable remedies which it may have, the Company may enforce its rights by action for specific performance (to the extent permitted by law) and the Company shall refuse to recognize any transferee as one of its shareholders for any purpose, including without limitation for purposes of dividend and voting rights. This Agreement shall be binding upon the Participant and his heirs, representatives, successors and assigns.

5.Stock Legends. In addition to such other legends that the Company determines are necessary and appropriate pursuant to the Plan, each certificate of Common Stock issued pursuant to this Agreement shall bear on its face the following legend:

The shares represented by this certificate are subject to restrictions on transfer, a copy of the terms of which will be furnished by the Company to the holder of this certificate upon written request and without charge.

6.Dividends on Unvested Shares and Tax Matters. You agree that you will not file an election under Section 83(b) of the Code with respect to the Restricted Stock covered by this Agreement. In accordance with Internal Revenue Service (“IRS”) rules and regulations and assuming the Participant has not filed a timely election under Section 83(b) of the Code, the Company is treated as the owner for Federal income tax purposes of shares of Unvested Restricted Stock and all the dividends paid on the Participant’s Unvested Restricted Stock shall be classified as wages and included in the Participant’s Form W-2 in each of the respective years. In addition, a portion of each dividend on the Unvested Restricted Stock payable to the Participant will be remitted to the Company from the Company’s transfer agent to facilitate compliance with

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applicable tax withholding requirements or the Company may implement such other procedures as it deems appropriate to comply with tax withholding requirements. These monies will be remitted to the IRS on behalf of the Participant for various payroll taxes resulting from this portion of the dividend. The amount of the dividend paid on the Participant’s Vested Restricted Stock shall be reported as dividend income on Form 1099-DIV, which is prepared by and delivered to the Participant directly from the transfer agent. The total amount reported as wages on the Participant’s W-2 plus the amount reported as dividend income on the Participant’s 1099-DIV shall equal the total dividends paid to the Participant during the respective year.

Upon removal of the restrictions on the Unvested Restricted Stock, a taxable event will occur and the Participant will be responsible for payment of taxes due.

In the event that the Participant, in violation of the first sentence of this Section 6. files an election under Section 83(b) of the Code with respect to the shares of Unvested Restricted Stock covered by this Agreement, all such Unvested Restricted Stock shall, immediately prior to such filing and without notice, be forfeited by the Participant and the Participant shall have no rights with respect to such Unvested Restricted Stock as of and subsequent to the date of such filing.

7.Corporate Event. In the event of the declaration of a spin-off, a stock split, a recapitalization, a merger or a similar transaction affecting the Company’s outstanding securities without receipt of consideration, any new, substituted or additional securities or other property (including money paid other than as a cash dividend) which are distributed with respect to Unvested Restricted Stock shall immediately be subject to the vesting and other restrictions of this Agreement to the same extent as the Unvested Restricted Stock to which such distributed property relates.

8.Right to Continued Services. Nothing herein shall confer upon the Participant any right to continued employment by the Company or any subsidiaries or affiliates or to continued service as a Director or limit in any way the right of the Company or any subsidiary or affiliate at any time to terminate or alter the terms of that employment or services as a Director.

9.Prior Agreements. This Agreement, the Plan and certain definitions under the Employment Agreement constitute the entire understanding between the Participant and the Company regarding this Stock Award. Notwithstanding the terms of the Employment Agreement, or any other agreement between the Participant and the Company, the Restricted Stock awarded to the Participant under this Agreement shall vest only in accordance with the terms of this Agreement and any applicable vesting or accelerated vesting provisions contained in the Employment Agreement or any other agreement between the Participant and the Company are superseded by the terms of this Agreement.

10.Acceptance of Agreement. The shares of the Restricted Stock are granted subject to all of the applicable terms and provisions of the Plan and this Agreement. The terms and provisions of the Plan are incorporated by reference herein. The Participant accepts and agrees to be bound by all the terms and conditions hereof.

11.Section 409A Compliance. To the fullest extent applicable, amounts and benefits payable under this Agreement are intended to be exempt from the definition of “nonqualified deferred compensation” under Section 409A of the Code in accordance with one or more of the exemptions available under Section 409A of the Code. To the extent that any such amount or benefit is or becomes subject to Section 409A of the Code due to a failure to qualify for an exemption from the definition of nonqualified deferred compensation, this Agreement is intended to comply with the applicable requirements of Section 409A of

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the Code with respect to such amounts or benefits. This Agreement shall be interpreted and administered to the extent possible in a manner consistent with the foregoing statement of intent.

Notwithstanding anything in this Agreement or elsewhere to the contrary, if the Participant is a Specified Employee (within the meaning of Section 409A(a)(2)(B)(i) of the Code, and as determined by the Company) on the date of termination of the Executive's employment and the Company reasonably determines that any amount or benefit payable under this Agreement payable due to the Participant’s separation from service, within the meaning of Section 409A(a)(2)(A)(i) of the Code (“Separation Date”), constitutes nonqualified deferred compensation that will subject the Participant to “additional tax” under Section 409A(a)(1)(B) of the Code (together with any interest or penalties imposed with respect to, or in connection with, such tax, a “409A Tax”) with respect to the payment of such amount or benefit if paid or provided at the time specified in this Agreement, then the payment provision thereof shall be postponed to the first business day following the six month anniversary of the Participant’s Separation Date or, if earlier, the date of the Participant’s death.

Executed as of the _____ day of __________, 20___.

National Retail Properties, Inc.

By:

Name:

Title:    Chairman of the Compensation Committee

I have read the Agreement and the Plan and agree to the terms of this Stock Award, including, but not limited to, the vesting terms provided in Sections 3 and 7, and the provisions of Section 9. I acknowledge and accept that such vesting terms may be different than vesting terms described in my Employment Agreement and that the vesting terms provided for in this Agreement shall control the Stock Award granted hereunder.

Participant:

By:

Name:

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EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Craig Macnab, certify that:

1. I have reviewed this report on Form 10-Q of National Retail Properties, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 2, 2016		/s/ Craig Macnab
Date	Name:	Craig Macnab
	Title:	Chairman of the Board and Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin B. Habicht, certify that:

1. I have reviewed this report on Form 10-Q of National Retail Properties, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of the annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

May 2, 2016		/s/ Kevin B. Habicht
Date	Name:	Kevin B. Habicht
	Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Craig Macnab, Chairman of the Board and Chief Executive Officer, certifies, to the best of his knowledge, that (1) this Quarterly Report of National Retail Properties, Inc. (“NNN”) on Form 10-Q for the period ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition of NNN as of March 31, 2016 and December 31, 2015 and its results of operations for the quarters ended March 31, 2016 and 2015.

May 2, 2016		/s/ Craig Macnab
Date	Name:	Craig Macnab
	Title:	Chairman of the Board and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to NNN and will be retained by NNN and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 906

OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Kevin B. Habicht, Chief Financial Officer, certifies, to the best of his knowledge, that (1) this Annual Report of National Retail Properties, Inc. (“NNN”) on Form 10-Q for the period ended March 31, 2016 as filed with the Securities and Exchange Commission on the date hereof (this “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and (2) the information contained in this Report fairly presents, in all material respects, the financial condition of NNN as of March 31, 2016 and December 31, 2015 and its results of operations for the quarters ended March 31, 2016 and 2015.

May 2, 2016		/s/ Kevin B. Habicht
Date	Name:	Kevin B. Habicht
	Title:	Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to NNN and will be retained by NNN and furnished to the Securities and Exchange Commission or its staff upon request.

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Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2016	Apr. 28, 2016
Document And Entity Information [Abstract]
Entity Registrant Name	NATIONAL RETAIL PROPERTIES, INC.
Entity Central Index Key	0000751364
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2016
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Common Stock, Shares Outstanding		144,025,700

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Real estate portfolio:
Accounted for using the operating method, net of accumulated depreciation and amortization	$ 5,343,433	$ 5,256,274
Accounted for using the direct financing method	14,178	14,518
Real estate held for sale	627	32,666
Mortgages, notes and accrued interest receivable, net of allowance of $8 and $5, respectively	8,558	8,688
Commercial mortgage residual interests	10,801	11,115
Cash and cash equivalents	8,203	13,659
Restricted cash and cash held in escrow	43,136	601
Receivables, net of allowance of $671 and $566, respectively	5,236	3,344
Accrued rental income, net of allowance of $3,133 and $3,078, respectively	25,575	25,529
Debt costs, net of accumulated amortization of $10,218 and $9,877, respectively	3,662	4,003
Other assets	89,494	89,647
Total assets	5,552,903	5,460,044
Liabilities:
Mortgages payable, including unamortized premium and net of unamortized debt costs	17,066	23,964
Notes payable, net of unamortized discount and unamortized debt costs	1,952,723	1,951,980
Accrued interest payable	33,637	20,113
Other liabilities	115,315	121,594
Total liabilities	2,118,741	2,117,651
Stockholders’ equity:
Common stock, $0.01 par value. Authorized 375,000,000 shares; 143,235,896 and 141,007,725 shares issued and outstanding, respectively	1,434	1,412
Capital in excess of par value	3,139,585	3,049,198
Accumulated deficit	(262,451)	(263,124)
Accumulated other comprehensive income (loss)	(19,658)	(20,352)
Total stockholders’ equity of NNN	3,433,910	3,342,134
Noncontrolling interests	252	259
Total equity	3,434,162	3,342,393
Total liabilities and equity	5,552,903	5,460,044
Series D Depositary Share
Stockholders’ equity:
Preferred stock, $0.01 par value. Authorized 15,000,000 shares, Series D and E, 11,500 shares issued and outstanding, at stated liquidation value of $2,500 per share	287,500	287,500
Series E Depositary Share
Stockholders’ equity:
Preferred stock, $0.01 par value. Authorized 15,000,000 shares, Series D and E, 11,500 shares issued and outstanding, at stated liquidation value of $2,500 per share	$ 287,500	$ 287,500

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Mortgages, notes and accrued interest receivable, allowance	$ 8		$ 5
Receivables allowance	671		566
Accrued rental income allowance	3,133		3,078
Debt costs accumulated amortization	$ 10,218		$ 9,877
Preferred stock, par value (in dollars per share)	$ 0.01		$ 0.01
Preferred stock, shares authorized (in shares)	15,000,000		15,000,000
Common stock, par value (in dollars per share)	$ 0.01		$ 0.01
Common stock, shares authorized (in shares)	375,000,000		375,000,000
Common stock, shares issued (in shares)	143,235,896		141,007,725
Common stock, shares outstanding (in shares)	143,235,896		141,007,425
Series D Depositary Share
Dividend rate	6.625%	6.625%
Preferred stock, depositary shares issued (in shares)	115,000		115,000
Preferred stock, depositary shares outstanding (in shares)	115,000		115,000
Preferred stock, stated liquidation value per share (in dollars per share)	$ 2,500		$ 2,500
Series E Depositary Share
Dividend rate	5.70%	5.70%
Preferred stock, depositary shares issued (in shares)	115,000		115,000
Preferred stock, depositary shares outstanding (in shares)	115,000		115,000
Preferred stock, stated liquidation value per share (in dollars per share)	$ 2,500		$ 2,500

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Condensed Consolidated Statements of Income and Comprehensive Income - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2016	Mar. 31, 2015
Revenues:
Rental income from operating leases		$ 121,645	$ 111,474
Earned income from direct financing leases		356	405
Percentage rent		474	185
Real estate expense reimbursement from tenants		3,590	3,515
Interest and other income from real estate transactions		463	163
Interest income on commercial mortgage residual interests		452	445
Total revenues		126,980	116,187
Operating expenses:
General and administrative		9,249	8,605
Real estate		4,787	4,759
Depreciation and amortization		34,655	32,141
Impairment – commercial mortgage residual interests valuation		220	0
Impairment losses, net of recoveries		572	1,028
Total operating expenses		49,483	46,533
Earnings from operations		77,497	69,654
Other expenses (revenues):
Interest and other income		(19)	(11)
Interest expense		23,586	21,786
Real estate acquisition costs		129	599
Total other expenses (revenues)		23,696	22,374
Earnings before income tax expense		53,801	47,280
Income tax expense		0	(442)
Earnings before gain on disposition of real estate, net of income tax expense		53,801	46,838
Gain on disposition of real estate, net of income tax expense		16,875	7,200
Earnings including noncontrolling interests		70,676	54,038
Loss (earnings) attributable to noncontrolling interests		7	(60)
Net earnings attributable to NNN		70,683	53,978
Net earnings attributable to common stockholders		$ 61,824	$ 45,119
Net earnings per share of common stock:
Basic (in dollars per share)		$ 0.44	$ 0.34
Diluted (in dollars per share)		$ 0.44	$ 0.34
Weighted average number of common shares outstanding:
Basic (in shares)		140,840,371	131,665,258
Diluted (in shares)		141,326,003	132,109,965
Other comprehensive income:
Net earnings attributable to NNN		$ 70,683	$ 53,978
Amortization of interest rate hedges		695	414
Net loss – commercial mortgage residual interests		(175)	(346)
Net gain – available-for-sale securities		174	73
Comprehensive income attributable to NNN		71,377	54,119
Series D Preferred Stock
Other expenses (revenues):
Dividends	[1]	(4,762)	(4,762)
Series E Preferred Stock
Other expenses (revenues):
Dividends	[1]	$ (4,097)	$ (4,097)

[1] The Series D and E preferred stock have no maturity date and will remain outstanding unless redeemed. The earliest redemption date for the Series D and Series E preferred stock is February 2017 and May 2018, respectively.

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash flows from operating activities:
Earnings including noncontrolling interests	$ 70,676	$ 54,038
Adjustments to reconcile earnings including noncontrolling interests to net cash provided by operating activities:
Depreciation and amortization	34,655	32,141
Impairment losses, net of recoveries	572	1,028
Impairment – commercial mortgage residual interests valuation	220	0
Amortization of notes payable discount	338	317
Amortization of debt costs	756	709
Amortization of mortgages payable premium	(51)	(52)
Amortization of deferred interest rate hedges	695	414
Gain on disposition of real estate	(16,875)	(7,230)
Performance incentive plan expense	2,880	2,575
Performance incentive plan payment	(581)	(676)
Change in operating assets and liabilities, net of assets acquired and liabilities assumed in business combinations:
Decrease in real estate leased to others using the direct financing method	340	334
Decrease (increase) in mortgages, notes and accrued interest receivable	(24)	59
Decrease in receivables	471	1,044
Increase in accrued rental income	(242)	(205)
Decrease (increase) in other assets	(161)	4,539
Increase in accrued interest payable	13,524	11,907
Decrease in other liabilities	(4,457)	(4,311)
Other	(313)	507
Net cash provided by operating activities	102,423	97,138
Cash flows from investing activities:
Proceeds from the disposition of real estate	50,902	22,697
Transfers to restricted cash and cash held in escrow	(42,535)	0
Additions to real estate:
Accounted for using the operating method	(126,577)	(151,319)
Principal payments on mortgages and notes receivable	95	296
Other	(652)	(593)
Net cash used in investing activities	(118,767)	(128,919)
Cash flows from financing activities:
Proceeds from line of credit payable	63,500	227,100
Repayment of line of credit payable	(63,500)	(185,200)
Repayment of mortgages payable	(6,857)	(409)
Proceeds from issuance of common stock	89,135	49,370
Stock issuance costs	(1,380)	(991)
Payment of common stock dividends	(61,151)	(55,314)
Noncontrolling interest distributions	0	(64)
Net cash provided by financing activities	10,888	25,633
Net decrease in cash and cash equivalents	(5,456)	(6,148)
Cash and cash equivalents at beginning of period	13,659	10,604
Cash and cash equivalents at end of period	8,203	4,456
Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized	8,835	8,881
Taxes paid	0	116
Supplemental disclosure of noncash investing and financing activities:
Issued 274,512 and 270,735 shares of restricted and unrestricted common stock in 2016 and 2015, respectively, pursuant to NNN’s performance incentive plan	10,820	8,439
Change in other comprehensive income	694	141
Mortgage receivable accepted in connection with real estate transactions	0	500
Change in lease classification (direct financing lease to operating lease)	0	311
Series D Depositary Share
Cash flows from financing activities:
Payment of Series D and Series E preferred stock dividends	(4,762)	(4,762)
Series E Depositary Share
Cash flows from financing activities:
Payment of Series D and Series E preferred stock dividends	$ (4,097)	$ (4,097)

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Condensed Consolidated Statements of Cash Flows (Parenthetical) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Statement of Cash Flows [Abstract]
Issued shares of restricted and unrestricted common stock, pursuant to NNN’s performance incentive plan	274,512	270,735

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Organization and Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Organization and Summary of Significant Accounting Policies

Organization and Summary of Significant Accounting Policies:

Organization and Nature of Business – National Retail Properties, Inc., a Maryland corporation, is a fully integrated real estate investment trust (“REIT”) formed in 1984. The terms "NNN" and the "Company" refer to National Retail Properties, Inc. and all of its consolidated subsidiaries.

NNN may elect to treat certain subsidiaries as taxable REIT subsidiaries. These taxable subsidiaries and their majority owned and controlled subsidiaries are collectively referred to as the "TRS." At the close of business on December 31, 2015, NNN elected to revoke its election to classify the TRS as taxable REIT subsidiaries ("TRS Revocation").

NNN's assets include: real estate, mortgages and notes receivable, and commercial mortgage residual interests. NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases and primarily held for investment ("Properties", "Property Portfolio", or individually a "Property").

	March 31, 2016
Property Portfolio:
Total properties	2,293
Gross leasable area (square feet)	25,401,000
States	47
Weighted average remaining lease term (years)	11.3

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and note disclosures required by U.S. generally accepted accounting principles ("GAAP"). The unaudited condensed consolidated financial statements reflect all adjustments (including normal recurring accruals) which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. Operating results for the quarter ended March 31,2016, may not be indicative of the results that may be expected for the year ending December 31, 2016. Amounts as of December 31, 2015, included in the condensed consolidated financial statements have been derived from the audited consolidated financial statements as of that date. The unaudited condensed consolidated financial statements, included herein, should be read in conjunction with the consolidated financial statements and notes thereto as well as Management's Discussion and Analysis of Financial Condition and Results of Operations in NNN's Form 10-K for the year ended December 31, 2015.

Principles of Consolidation – NNN’s condensed consolidated financial statements include the accounts of each of the Company's respective majority owned and controlled affiliates, including transactions whereby NNN has been determined to be the primary beneficiary in accordance with the Financial Accounting Standards Board (“FASB”) guidance included in Consolidation. All significant intercompany account balances and transactions have been eliminated.

Real Estate Portfolio – NNN records the acquisition of real estate which is not subject to a lease at cost, including acquisition and closing costs. The cost of properties developed by NNN includes direct and indirect costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. During the quarters ended March 31, 2016 and 2015, NNN recorded $511,000 and $390,000 respectively, in capitalized interest during the development period.

Purchase Accounting for Acquisition of Real Estate Subject to a Lease – In accordance with the FASB guidance on business combinations, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and the value of in-place leases, based on their respective fair values. Acquisition costs incurred in connection with a business combination are expensed when incurred.

The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building and tenant improvements based on the determination of their fair values.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease and the applicable option terms if it is probable that the tenant will exercise the option. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless the Company believes that it is likely that the tenant will renew the lease for an option term whereby the Company amortizes the value attributable to the renewal over the renewal period.

The aggregate value of other acquired intangible assets, consisting of in-place leases, is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property as-if-vacant, determined as set forth above. The value of in-place leases exclusive of the value of above-market and below-market in-place leases is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition.

Intangible assets and liabilities consisted of the following as of (dollars in thousands):

	March 31, 2016		December 31, 2015
Intangible lease assets (included in Other assets):
Value of above market in-place leases, net	$	10,619	$	10,883
Value of in-place leases, net	60,530		61,359
Intangible lease liabilities (included in Other liabilities):
Value of below market in-place leases, net	24,538		25,767

Cash and Cash Equivalents – NNN considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of demand deposits and money market accounts and are stated at cost plus accrued interest, which approximates fair value.

Cash accounts maintained on behalf of NNN in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, NNN has not experienced any losses in such accounts.

Restricted Cash and Cash Held in Escrow – Restricted cash and cash held in escrow include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code, (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN.  As of March 31, 2016 and December 31, 2015, NNN held $43,136,000 and $601,000, respectively, in escrow and other restricted accounts.

Valuation of Receivables – NNN estimates the collectability of its accounts receivable related to rents, expense reimbursements and other revenues. NNN analyzes accounts receivable and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Debt Costs – In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, "Interest – Imputation of Interest (Subtopic 835-30)." To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. NNN adopted ASU 2015-03 in 2015.

Debt Costs – Line of Credit Payable – Debt costs incurred in connection with NNN’s $650,000,000 line of credit have been deferred and are being amortized over the term of the loan commitment using the straight-line method, which approximates the effective interest method. In accordance with ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements,” NNN has recorded debt costs associated with the line of credit as an asset, in Debt Costs on the Consolidated Balance Sheets.

Debt Costs – Mortgages Payable– Debt costs incurred in connection with NNN’s mortgages payable have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. These costs of $226,000 at March 31, 2016 and December 31, 2015, are included in Mortgages Payable on the Consolidated Balance Sheets net of accumulated amortization of $103,000 and $93,000, respectively.

Debt Costs – Notes Payable– Debt costs incurred in connection with the issuance of NNN’s notes payable have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. These costs of $17,782,000 at March 31, 2016 and December 31, 2015, are included in Notes Payable on the Consolidated Balance Sheets net of accumulated amortization of $5,109,000 and $4,704,000, respectively.

Earnings Per Share – Earnings per share have been computed pursuant to the FASB guidance included in Earnings Per Share. The guidance requires classification of the Company’s unvested restricted share units, which carry rights to receive nonforfeitable dividends, as participating securities requiring the two-class method of computing earnings per share. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period.

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method (dollars in thousands):

	Quarter Ended March 31,
	2016			2015
Basic and Diluted Earnings:
Net earnings attributable to NNN	$	70,683		$	53,978
Less: Series D preferred stock dividends	(4,762		)	(4,762		)
Less: Series E preferred stock dividends	(4,097		)	(4,097		)
Net earnings available to NNN’s common stockholders	61,824			45,119
Less: Earnings allocated to unvested restricted shares	(151		)	(163		)
Net earnings used in basic and diluted earnings per share	$	61,673		$	44,956
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding	141,577,504			132,453,638
Less: Unvested restricted stock	(343,466		)	(388,331		)
Less: Unvested contingent shares	(393,667		)	(400,049		)
Weighted average number of shares outstanding used in basic earnings per share	140,840,371			131,665,258
Other dilutive securities	485,632			444,707
Weighted average number of shares outstanding used in diluted earnings per share	141,326,003			132,109,965

Fair Value Measurement – NNN’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

• Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.

• Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

Accumulated Other Comprehensive Income (Loss) – The following table outlines the changes in accumulated other comprehensive income (loss) (dollars in thousands):

	Gains or Losses on Cash Flow Hedges (1)				Gains and Losses on Commercial Mortgage Residual Interests (2)				Gains and Losses on Available-for-Sale Securities		Total
Beginning balance, December 31, 2015	$	(25,046	)		$	4,454			$	240	$	(20,352	)
Other comprehensive income (loss)	—				(234		)		174		(60		)
Reclassifications from accumulated other comprehensive income to net earnings	695			(3)	59			(4)	—		754
Net current period other comprehensive income (loss)	695				(175		)		174		694
Ending balance, March 31, 2016	$	(24,351	)		$	4,279			$	414	$	(19,658	)

⁽¹⁾ Additional disclosure is included in Note 6 – Derivatives.

⁽²⁾ Additional disclosure is included in Note 7 – Fair Value Measurements.

⁽³⁾ Reclassifications out of other comprehensive income (loss) are recorded in Interest Expense on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

⁽⁴⁾ Reclassifications out of other comprehensive income are recorded in Impairment on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

New Accounting Pronouncements – In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The core principle of ASU 2014-09, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of the FASB guidance included in Leases. In March 2016, the FASB issued ASU 2016-08 as an update to ASU 2014-09. ASU 2016-08, "Revenue from Contracts with customers (Topic 606) - Principal versus Agent Considerations (Reporting Gross Versus Net)," clarifies the implementation guidance on principal versus agent considerations included within the scope of ASU 2014-09. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2014-09 and ASU 2016-08 will have on its financial position and results of operations.

In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40)," effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The amendments in this update provide guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of ASU 2014-15 will not have an impact on NNN’s footnote disclosures.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities," effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-01 will have on NNN's financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The FASB issued final guidance that requires lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-02 will have on NNN's financial position or results of operations.

In March 2016, the FASB issued ASU 2016-06, "Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments." The update is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The update clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-06 will have on NNN's financial position or results of operations.

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718)," effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-09 will have on NNN's financial position or results of operations.

Use of Estimates – Management of NNN has made a number of estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with GAAP. Significant estimates include provisions for impairment and allowances for certain assets, accruals, useful lives of assets and purchase price allocation. Actual results could differ from those estimates.

Reclassification – Certain items in the prior year’s consolidated financial statements and notes to consolidated financial statements have been reclassified to conform to the 2016 presentation.

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Real Estate

3 Months Ended

Mar. 31, 2016

Real Estate [Abstract]

Real Estate

Real Estate:

Real Estate – Portfolio

Leases – The following outlines key information for NNN’s leases:

	March 31, 2016
Lease classification:
Operating	2,330
Direct financing	10
Building portion – direct financing/land portion – operating	2
Weighted average remaining lease term (years)	11.3

The leases generally provide for limited increases in rent as a result of fixed increases, increases in the consumer price index, and/or increases in the tenant’s sales volume. Generally, the tenant is also required to pay all property taxes and assessments, substantially maintain the Property and carry property and liability insurance coverage. Certain of the Properties are subject to leases under which NNN retains responsibility for specific costs and expenses of the Property. Generally, the leases provide the tenant with one or more multi-year renewal options subject to generally the same terms and conditions of the base term of the lease, including rent increases.

Real Estate Portfolio – Accounted for Using the Operating Method – Real estate subject to operating leases consisted of the following as of (dollars in thousands):

	March 31, 2016			December 31, 2015
Land and improvements	$	1,944,175		$	1,922,579
Buildings and improvements	4,020,538			3,891,239
Leasehold interests	4,565			1,290
	5,969,278			5,815,108
Less accumulated depreciation and amortization	(650,377		)	(620,188		)
	5,318,901			5,194,920
Work in progress	24,532			61,354
	$	5,343,433		$	5,256,274

Real Estate – Held For Sale

On a quarterly basis, the Company evaluates its Properties for held for sale classification based on specific criteria as outlined in ASC 360, Property, Plant & Equipment, including management’s intent to commit to sell the asset. As of March 31, 2016, NNN had one Property categorized as held for sale. NNN anticipates the disposition of this Property to occur within 12 months. NNN's real estate held for sale at December 31, 2015, included six properties, five of which were sold in the first quarter of 2016. Real estate held for sale consisted of the following as of (dollars in thousands):

	March 31, 2016		December 31, 2015
Land and improvements	$	627	$	9,419
Building and improvements	—		27,881
	627		37,300
Less accumulated depreciation and amortization	—		(4,419		)
Less impairment	—		(215		)
	$	627	$	32,666

Real Estate – Dispositions

The following table summarizes the number of Properties sold and the corresponding gain recognized on the disposition of Properties (dollars in thousands):

	Quarter Ended March 31,
	2016			2015
	# of Sold Properties	Gain		# of Sold Properties	Gain
Gain on disposition of real estate	10	$	16,875	6	$	7,230
Income tax expense		—			(30		)
		$	16,875		$	7,200

Real Estate – Commitments

NNN has agreed to fund construction commitments on leased Properties. The improvements are estimated to be completed within 12 months. These construction commitments, as of March 31, 2016, are outlined in the table below (dollars in thousands):

Number of properties	19
Total commitment(1)	$	63,465
Amount funded	$	40,147
Remaining commitment	$	23,318

⁽¹⁾ Includes land, construction costs, tenant improvements and lease costs.

Real Estate – Impairments

Management periodically assesses its real estate for possible impairment whenever certain events or changes in circumstances indicate that the carrying amount of the asset, including accrued rental income, may not be recoverable through operations. Events or circumstances that may occur include significant changes in real estate market conditions and the ability of NNN to re-lease or sell properties that are vacant or become vacant in a reasonable period of time. Impairments are measured as the amount by which the current book value of the asset exceeds the estimated fair value of the asset. As a result of the Company's review of long lived assets, including identifiable intangible assets, NNN recognized real estate impairments, net of recoveries of $572,000 and $1,028,000 for the quarters ended March 31, 2016 and 2015, respectively.

The valuation of impaired assets is determined using widely accepted valuation techniques including discounted cash flow analysis, income capitalization, analysis of recent comparable sales transactions, actual sales negotiations and bona fide purchase offers received from third parties, which are Level 3 inputs. NNN may consider a single valuation technique or multiple valuation techniques, as appropriate, when estimating the fair value of its real estate.

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Line of Credit Payable

3 Months Ended

Mar. 31, 2016

Debt Disclosure [Abstract]

Line of Credit Payable

Line of Credit Payable:

NNN's $650,000,000 revolving credit facility (the “Credit Facility”) had a weighted average outstanding balance of $2,252,000 and a weighted average interest rate of 1.4% during the quarter ended March 31 2016. The Credit Facility matures January 2019, unless the Company exercises its option to extend maturity to January 2020. The Credit Facility bears interest at LIBOR plus 92.5 basis points; however, such interest rate may change pursuant to a tiered interest rate structure based on NNN's debt rating. The Credit Facility also includes an accordion feature to increase the facility size up to $1,000,000,000, subject to lender approval. As of March 31, 2016, there was no outstanding balance and $650,000,000 was available for future borrowings under the Credit Facility.

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Stockholders' Equity

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Stockholders' Equity

Stockholders' Equity:

In February 2015, NNN filed a shelf registration statement with the Securities and Exchange Commission (the "Commission") which permits the issuance by NNN of an indeterminate amount of debt and equity securities.

Dividend Reinvestment and Stock Repurchase Plan – In February 2015, NNN filed a shelf registration statement with the Commission for its Dividend Reinvestment and Stock Purchase Plan ("DRIP") which permits the issuance by NNN of up to 16,000,000 shares of common stock. The following table outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands):

	Quarter Ended March 31,
	2016		2015
Shares of common stock	134,150		31,854
Net proceeds	$	5,892	$	1,142

At-The-Market Offerings – NNN has established an at-the-market equity program ("ATM") which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ATM programs:

	2016 ATM	2015 ATM	2013 ATM
Established date	March 2016	February 2015	March 2013
Termination date	March 2019	March 2016	February 2015
Total allowable shares	12,000,000	10,000,000	9,000,000
Total shares issued as of March 31, 2016	372,328	9,852,465	6,252,812

The following table outlines the common stock issuances pursuant to NNN's ATM equity programs (dollars in thousands, except per share data):

	Quarter Ended March 31,
	2016		2015
Shares of common stock	1,865,260		1,191,973
Average price per share (net)	$	44.00	$	39.90
Net proceeds	$	82,076	$	47,556
Stock issuance costs(1)	$	1,429	$	842

⁽¹⁾ Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.

Dividends – The following table outlines the dividends declared and paid for each issuance of NNN's stock (dollars in thousands, except per share data):

	Quarter Ended March 31,
	2016		2015
Series D preferred stock(1):
Dividends	$	4,762	$	4,762
Per depositary share	0.414063		0.414063
Series E preferred stock(1):
Dividends	4,097		4,097
Per depositary share	0.356250		0.356250
Common stock:
Dividends	61,151		55,314
Per share	0.435		0.420

⁽¹⁾ The Series D and E preferred stock have no maturity date and will remain outstanding unless redeemed. The earliest redemption date for the Series D and Series E preferred stock is February 2017 and May 2018, respectively.

In April2016, NNN declared a dividend of $0.435 per share, which is payable in May2016 to its common stockholders of record as of April 29, 2016.

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Income Taxes

3 Months Ended

Mar. 31, 2016

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes:

NNN has elected to be taxed as a REIT under the Internal Revenue Code (“Code”), commencing with its taxable year ended December 31, 1984. To qualify as a REIT, NNN must meet a number of organizational and operational requirements, including a requirement that it currently distribute at least 90% of its REIT taxable income to its stockholders. NNN intends to adhere to these requirements and maintain its REIT status. As a REIT, NNN generally will not be subject to corporate level federal income tax on taxable income that it distributes currently to its stockholders. NNN may be subject to certain state and local taxes on its income and property, and to federal income and excise taxes on its undistributed taxable income, if any. The provision for federal income taxes in NNN's consolidated financial statements relates to its TRS operations and any potential taxable built-in gain. NNN did not have significant tax provisions or deferred income tax items during the periods reported hereunder.

At the close of business on December 31, 2015, NNN elected to revoke its election to classify the TRS as taxable REIT subsidiaries.

NNN, in accordance with FASB guidance included in Income Taxes, has analyzed its various federal and state tax filing positions. NNN believes that its income tax filing positions and deductions are well documented and supported. Additionally, NNN believes that its accruals for tax liabilities are adequate. Therefore, no reserves for uncertain income tax positions have been recorded pursuant to the FASB guidance.

NNN has had no increases or decreases in unrecognized tax benefits for current or prior years. Further, no interest or penalties have been included since no reserves were recorded and no significant increases or decreases are expected to occur within the next 12 months. When applicable, such interest and penalties will be recorded as non-operating expenses. The periods that remain open under federal statute are 2012 through 2016. NNN also files tax returns in many states with varying open years under statute.

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Derivatives

3 Months Ended

Mar. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivatives

Derivatives:

In accordance with the guidance on derivatives and hedging, NNN records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depends on the intended use of the derivative and the resulting designation. Derivatives used to hedge the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives used to hedge the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges.

NNN’s objective in using derivatives is to add stability to interest expense and to manage its exposure to interest rate movements or other identified risks. To accomplish this objective, NNN primarily uses treasury locks, forward swaps ("forward hedges") and interest rate swaps as part of its cash flow hedging strategy. Treasury locks and forward starting swaps are used to hedge forecasted debt issuances. Treasury locks designated as cash flow hedges lock in the yield/price of a treasury security. Forward swaps also lock the associated swap spread. Interest rate swaps designated as cash flow hedges hedging the variable cash flows associated with floating rate debt involve the receipt of variable rate amounts in exchange for fixed-rate payments over the life of the agreements without exchange of the underlying principal amount.

For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is initially reported in other comprehensive income (outside of earnings) and subsequently reclassified to earnings when the hedged transaction affects earnings, and the ineffective portion of changes in the fair value of the derivative is recognized directly in earnings.

NNN discontinues hedge accounting prospectively when it is determined that the derivative is no longer effective in offsetting changes in the cash flows of the hedged item, the derivative expires or is sold, terminated, or exercised, the derivative is re-designated as a hedging instrument or management determines that designation of the derivative as a hedging instrument is no longer appropriate.

When hedge accounting is discontinued, NNN continues to carry the derivative at its fair value on the balance sheet, and recognizes any changes in its fair value in earnings or may choose to cash settle the derivative at that time.

The following table outlines NNN's derivatives which were hedging the risk of changes in forecasted interest payments on forecasted issuance of long-term debt (dollars in thousands):

Terminated	Description	Aggregate Notional Amount		Liability Fair Value When Terminated		Fair Value Deferred In Other Comprehensive Income (1)
September 2007	Two interest rate hedges	$	100,000	$	3,260	$	3,228
June 2011	Two treasury locks	150,000		5,300		5,218
April 2013	Four forward starting swaps	240,000		3,156		3,141
May 2014	Three forward starting swaps	225,000		6,312		6,312
October 2015	Four forward starting swaps	300,000		13,369		13,369

⁽¹⁾The amount reported in accumulated other comprehensive income will be reclassified to interest expense as interest payments are made on the related notes payable.

As of March 31, 2016, $24,351,000 remained in other comprehensive income related to the effective portion of NNN’s previous terminated interest rate hedges. During the quarters ended March 31, 2016 and 2015, NNN reclassified out of other comprehensive income $695,000 and $414,000, respectively, as an increase in interest expense. Over the next 12 months, NNN estimates that an additional $2,894,000 will be reclassified as an increase in interest expense. Amounts reported in accumulated other comprehensive income related to derivatives will be reclassified to interest expense as interest payments are made on NNN’s long-term debt.

NNN does not use derivatives for trading or speculative purposes or currently have any derivatives that are not designated as hedges. NNN had no derivative financial instruments outstanding at March 31, 2016.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements:

NNN holds the commercial mortgage residual interests (“Residuals”) from seven securitizations. Each of the Residuals is recorded at estimated fair value. Unrealized gains and losses are reported as other comprehensive income in stockholders' equity and other than temporary losses as a result of a change in the timing or amount of estimated cash flows are recorded as an other than temporary valuation impairment.

NNN currently values its Residuals using a projected discounted cash flow analysis based upon estimated prepayment speeds, expected loan losses and yield curves. These valuation inputs are generally considered unobservable; therefore, the Residuals are considered Level 3 financial assets. The table below presents a roll forward of the Residuals (dollars in thousands):

	Quarter Ended
	March 31, 2016
Balance at beginning of period	$	11,115
Total gains (losses) – realized/unrealized:
Included in earnings	(220		)
Included in other comprehensive income	(175		)
Interest income on Residuals	452
Cash received from Residuals	(371		)
Purchases, sales, issuances and settlements, net	—
Transfers in and/or out of Level 3	—
Balance at end of period	$	10,801
Changes in gains (losses) included in earnings attributable to a change in unrealized gains (losses) relating to     assets still held at the end of period	$	59

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Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2016

Financial Instruments, Owned, at Fair Value [Abstract]

Fair Value of Financial Instruments

Fair Value of Financial Instruments:

NNN believes the carrying value of its Credit Facility approximates fair value based upon its nature, terms and variable interest rate. NNN believes that the carrying value of its cash and cash equivalents, mortgages, notes and other receivables, mortgages payable and other liabilities at March 31, 2016 and December 31, 2015, approximate fair value based upon current market prices of similar instruments (Level 1). At March 31, 2016 and December 31, 2015, the fair value of NNN’s notes payable was $2,051,024,000 and $2,007,242,000, respectively, based upon quoted market prices, which is a Level 1 valuation since NNN's debt is publicly traded.

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Subsequent Events

3 Months Ended

Mar. 31, 2016

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events:

NNN reviewed its subsequent events and transactions that have occurred after March 31, 2016, the date of the condensed consolidated balance sheet. There were no reportable subsequent events or transactions.

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Organization and Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation – NNN’s condensed consolidated financial statements include the accounts of each of the Company's respective majority owned and controlled affiliates, including transactions whereby NNN has been determined to be the primary beneficiary in accordance with the Financial Accounting Standards Board (“FASB”) guidance included in Consolidation. All significant intercompany account balances and transactions have been eliminated.

Real Estate Portfolio

Real Estate Portfolio – NNN records the acquisition of real estate which is not subject to a lease at cost, including acquisition and closing costs. The cost of properties developed by NNN includes direct and indirect costs of construction, property taxes, interest and other miscellaneous costs incurred during the development period until the project is substantially complete and available for occupancy. During the quarters ended March 31, 2016 and 2015, NNN recorded $511,000 and $390,000 respectively, in capitalized interest during the development period.

Purchase Accounting for Acquisition of Real Estate Subject to a Lease – In accordance with the FASB guidance on business combinations, the fair value of the real estate acquired with in-place leases is allocated to the acquired tangible assets, consisting of land, building and tenant improvements, and identified intangible assets and liabilities, consisting of the value of above-market and below-market leases and the value of in-place leases, based on their respective fair values. Acquisition costs incurred in connection with a business combination are expensed when incurred.

The fair value of the tangible assets of an acquired leased property is determined by valuing the property as if it were vacant, and the "as-if-vacant" value is then allocated to land, building and tenant improvements based on the determination of their fair values.

In allocating the fair value of the identified intangible assets and liabilities of an acquired property, above-market and below-market in-place lease values are recorded as other assets or liabilities based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases, and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining term of the lease and the applicable option terms if it is probable that the tenant will exercise the option. The capitalized above-market lease values are amortized as a reduction of rental income over the remaining terms of the respective leases. The capitalized below-market lease values are amortized as an increase to rental income over the initial term unless the Company believes that it is likely that the tenant will renew the lease for an option term whereby the Company amortizes the value attributable to the renewal over the renewal period.

The aggregate value of other acquired intangible assets, consisting of in-place leases, is measured by the excess of (i) the purchase price paid for a property after adjusting existing in-place leases to market rental rates over (ii) the estimated fair value of the property as-if-vacant, determined as set forth above. The value of in-place leases exclusive of the value of above-market and below-market in-place leases is amortized to expense over the remaining non-cancelable periods of the respective leases. If a lease were to be terminated prior to its stated expiration, all unamortized amounts relating to that lease would be written off. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition.

Cash and Cash Equivalents

Cash and Cash Equivalents – NNN considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. Cash equivalents consist of demand deposits and money market accounts and are stated at cost plus accrued interest, which approximates fair value.

Cash accounts maintained on behalf of NNN in demand deposits at commercial banks and money market funds may exceed federally insured levels or may be held in accounts without any federal insurance or any other insurance or guarantee. However, NNN has not experienced any losses in such accounts.

Restricted Cash and Cash Held in Escrow

Restricted Cash and Cash Held in Escrow – Restricted cash and cash held in escrow include (i) cash proceeds from the sale of assets held by qualified intermediaries in anticipation of the acquisition of replacement properties in tax-free exchanges under Section 1031 of the Internal Revenue Code, (ii) cash that has been placed in escrow for the future funding of construction commitments, or (iii) cash that is not immediately available to NNN. 

Valuation of Receivables

Valuation of Receivables – NNN estimates the collectability of its accounts receivable related to rents, expense reimbursements and other revenues. NNN analyzes accounts receivable and historical bad debt levels, tenant credit-worthiness and current economic trends when evaluating the adequacy of the allowance for doubtful accounts. In addition, tenants in bankruptcy are analyzed and estimates are made in connection with the expected recovery of pre-petition and post-petition claims.

Debt Costs

Debt Costs – In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, "Interest – Imputation of Interest (Subtopic 835-30)." To simplify presentation of debt issuance costs, the amendments in this update require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. NNN adopted ASU 2015-03 in 2015.

Debt Costs – Line of Credit Payable – Debt costs incurred in connection with NNN’s $650,000,000 line of credit have been deferred and are being amortized over the term of the loan commitment using the straight-line method, which approximates the effective interest method. In accordance with ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Associated With Line-of-Credit Arrangements,” NNN has recorded debt costs associated with the line of credit as an asset, in Debt Costs on the Consolidated Balance Sheets.

Debt Costs – Mortgages Payable– Debt costs incurred in connection with NNN’s mortgages payable have been deferred and are being amortized over the term of the respective loan commitment using the straight-line method, which approximates the effective interest method. These costs of $226,000 at March 31, 2016 and December 31, 2015, are included in Mortgages Payable on the Consolidated Balance Sheets net of accumulated amortization of $103,000 and $93,000, respectively.

Debt Costs – Notes Payable– Debt costs incurred in connection with the issuance of NNN’s notes payable have been deferred and are being amortized to interest expense over the term of the respective debt obligation using the effective interest method. These costs of $17,782,000 at March 31, 2016 and December 31, 2015, are included in Notes Payable on the Consolidated Balance Sheets net of accumulated amortization of $5,109,000 and $4,704,000, respectively.

Earnings Per Share

Earnings Per Share – Earnings per share have been computed pursuant to the FASB guidance included in Earnings Per Share. The guidance requires classification of the Company’s unvested restricted share units, which carry rights to receive nonforfeitable dividends, as participating securities requiring the two-class method of computing earnings per share. Under the two-class method, earnings per common share are computed by dividing the sum of distributed earnings to common stockholders and undistributed earnings allocated to common stockholders by the weighted average number of common shares outstanding for the period. In applying the two-class method, undistributed earnings are allocated to both common shares and participating securities based on the weighted average shares outstanding during the period.

Fair Value Measurement

Fair Value Measurement – NNN’s estimates of fair value of financial and non-financial assets and liabilities are based on the framework established in the fair value accounting guidance. The framework specifies a hierarchy of valuation inputs which was established to increase consistency, clarity and comparability in fair value measurements and related disclosures. The guidance describes a fair value hierarchy based upon three levels of inputs that may be used to measure fair value, two of which are considered observable and one that is considered unobservable. The following describes the three levels:

• Level 1 – Valuation is based upon quoted prices in active markets for identical assets or liabilities.

• Level 2 – Valuation is based upon inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

• Level 3 – Valuation is generated from model-based techniques that use at least one significant assumption not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include option pricing models, discounted cash flow models and similar techniques.

New Accounting Pronouncements

New Accounting Pronouncements – In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period. The core principle of ASU 2014-09, is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Certain contracts are excluded from ASU 2014-09, including lease contracts within the scope of the FASB guidance included in Leases. In March 2016, the FASB issued ASU 2016-08 as an update to ASU 2014-09. ASU 2016-08, "Revenue from Contracts with customers (Topic 606) - Principal versus Agent Considerations (Reporting Gross Versus Net)," clarifies the implementation guidance on principal versus agent considerations included within the scope of ASU 2014-09. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2014-09 and ASU 2016-08 will have on its financial position and results of operations.

In August 2014, the FASB issued ASU 2014-15, "Presentation of Financial Statements – Going Concern (Subtopic 205-40)," effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Early application is permitted. The amendments in this update provide guidance in GAAP about management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The adoption of ASU 2014-15 will not have an impact on NNN’s footnote disclosures.

In January 2016, the FASB issued ASU 2016-01, "Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities," effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The amendments in this update address certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-01 will have on NNN's financial position or results of operations.

In February 2016, the FASB issued ASU 2016-02, "Leases (Topic 842)," effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. The FASB issued final guidance that requires lessees to put most leases on their balance sheets but recognize expenses in the income statement in a manner similar to today’s accounting. The guidance also eliminates today’s real estate-specific provisions and changes the guidance on sale-leaseback transactions, initial direct costs and lease executory costs for all entities. For lessors, the standard modifies the classification criteria and the accounting for sales-type and direct financing leases. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-02 will have on NNN's financial position or results of operations.

In March 2016, the FASB issued ASU 2016-06, "Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments." The update is effective for financial statements issued for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. The update clarifies the requirements for assessing whether contingent call (put) options that can accelerate the payment of principal on debt instruments are clearly and closely related to their debt hosts. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-06 will have on NNN's financial position or results of operations.

In March 2016, the FASB issued ASU 2016-09, "Compensation - Stock Compensation (Topic 718)," effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The areas for simplification in this update involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. NNN is currently evaluating to determine the potential impact, if any, the adoption of ASU 2016-09 will have on NNN's financial position or results of operations.

Use of Estimates

Use of Estimates – Management of NNN has made a number of estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with GAAP. Significant estimates include provisions for impairment and allowances for certain assets, accruals, useful lives of assets and purchase price allocation. Actual results could differ from those estimates.

Reclassification

Reclassification – Certain items in the prior year’s consolidated financial statements and notes to consolidated financial statements have been reclassified to conform to the 2016 presentation.

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Organization and Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2016

Accounting Policies [Abstract]

Summary of NNN's Investment Portfolio

NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases and primarily held for investment ("Properties", "Property Portfolio", or individually a "Property").

	March 31, 2016
Property Portfolio:
Total properties	2,293
Gross leasable area (square feet)	25,401,000
States	47
Weighted average remaining lease term (years)	11.3

Intangible Assets and Liabilities

Intangible assets and liabilities consisted of the following as of (dollars in thousands):

	March 31, 2016		December 31, 2015
Intangible lease assets (included in Other assets):
Value of above market in-place leases, net	$	10,619	$	10,883
Value of in-place leases, net	60,530		61,359
Intangible lease liabilities (included in Other liabilities):
Value of below market in-place leases, net	24,538		25,767

Computation of Basic and Diluted Earnings Per Share

The following table is a reconciliation of the numerator and denominator used in the computation of basic and diluted earnings per common share using the two-class method (dollars in thousands):

	Quarter Ended March 31,
	2016			2015
Basic and Diluted Earnings:
Net earnings attributable to NNN	$	70,683		$	53,978
Less: Series D preferred stock dividends	(4,762		)	(4,762		)
Less: Series E preferred stock dividends	(4,097		)	(4,097		)
Net earnings available to NNN’s common stockholders	61,824			45,119
Less: Earnings allocated to unvested restricted shares	(151		)	(163		)
Net earnings used in basic and diluted earnings per share	$	61,673		$	44,956
Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding	141,577,504			132,453,638
Less: Unvested restricted stock	(343,466		)	(388,331		)
Less: Unvested contingent shares	(393,667		)	(400,049		)
Weighted average number of shares outstanding used in basic earnings per share	140,840,371			131,665,258
Other dilutive securities	485,632			444,707
Weighted average number of shares outstanding used in diluted earnings per share	141,326,003			132,109,965

Schedule of AOCI

The following table outlines the changes in accumulated other comprehensive income (loss) (dollars in thousands):

	Gains or Losses on Cash Flow Hedges (1)				Gains and Losses on Commercial Mortgage Residual Interests (2)				Gains and Losses on Available-for-Sale Securities		Total
Beginning balance, December 31, 2015	$	(25,046	)		$	4,454			$	240	$	(20,352	)
Other comprehensive income (loss)	—				(234		)		174		(60		)
Reclassifications from accumulated other comprehensive income to net earnings	695			(3)	59			(4)	—		754
Net current period other comprehensive income (loss)	695				(175		)		174		694
Ending balance, March 31, 2016	$	(24,351	)		$	4,279			$	414	$	(19,658	)

⁽¹⁾ Additional disclosure is included in Note 6 – Derivatives.

⁽²⁾ Additional disclosure is included in Note 7 – Fair Value Measurements.

⁽³⁾ Reclassifications out of other comprehensive income (loss) are recorded in Interest Expense on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

⁽⁴⁾ Reclassifications out of other comprehensive income are recorded in Impairment on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

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Real Estate (Tables)

3 Months Ended

Mar. 31, 2016

Real Estate [Abstract]

Classification of Investment Property Leases

The following outlines key information for NNN’s leases:

	March 31, 2016
Lease classification:
Operating	2,330
Direct financing	10
Building portion – direct financing/land portion – operating	2
Weighted average remaining lease term (years)	11.3

Summary of Real Estate Subject to Operating Leases

Real estate subject to operating leases consisted of the following as of (dollars in thousands):

	March 31, 2016			December 31, 2015
Land and improvements	$	1,944,175		$	1,922,579
Buildings and improvements	4,020,538			3,891,239
Leasehold interests	4,565			1,290
	5,969,278			5,815,108
Less accumulated depreciation and amortization	(650,377		)	(620,188		)
	5,318,901			5,194,920
Work in progress	24,532			61,354
	$	5,343,433		$	5,256,274

Disclosure of Long Lived Assets Held-for-sale

Real estate held for sale consisted of the following as of (dollars in thousands):

	March 31, 2016		December 31, 2015
Land and improvements	$	627	$	9,419
Building and improvements	—		27,881
	627		37,300
Less accumulated depreciation and amortization	—		(4,419		)
Less impairment	—		(215		)
	$	627	$	32,666

Disclosure of Long Lived Assets Held-for-sale, Gains Recognized

The following table summarizes the number of Properties sold and the corresponding gain recognized on the disposition of Properties (dollars in thousands):

	Quarter Ended March 31,
	2016			2015
	# of Sold Properties	Gain		# of Sold Properties	Gain
Gain on disposition of real estate	10	$	16,875	6	$	7,230
Income tax expense		—			(30		)
		$	16,875		$	7,200

Real Estate Funding Commitments

These construction commitments, as of March 31, 2016, are outlined in the table below (dollars in thousands):

Number of properties	19
Total commitment(1)	$	63,465
Amount funded	$	40,147
Remaining commitment	$	23,318

⁽¹⁾ Includes land, construction costs, tenant improvements and lease costs.

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Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2016

Equity [Abstract]

Disclosure of Share-based Compensation Arrangements by Share-based Payment Award

The following table outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands):

	Quarter Ended March 31,
	2016		2015
Shares of common stock	134,150		31,854
Net proceeds	$	5,892	$	1,142

Schedule of ATM Program

The following outlines NNN's ATM programs:

	2016 ATM	2015 ATM	2013 ATM
Established date	March 2016	February 2015	March 2013
Termination date	March 2019	March 2016	February 2015
Total allowable shares	12,000,000	10,000,000	9,000,000
Total shares issued as of March 31, 2016	372,328	9,852,465	6,252,812

Schedule of Stock by Class

The following table outlines the common stock issuances pursuant to NNN's ATM equity programs (dollars in thousands, except per share data):

	Quarter Ended March 31,
	2016		2015
Shares of common stock	1,865,260		1,191,973
Average price per share (net)	$	44.00	$	39.90
Net proceeds	$	82,076	$	47,556
Stock issuance costs(1)	$	1,429	$	842

⁽¹⁾ Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.

Schedule of Dividends Declared and Paid

The following table outlines the dividends declared and paid for each issuance of NNN's stock (dollars in thousands, except per share data):

	Quarter Ended March 31,
	2016		2015
Series D preferred stock(1):
Dividends	$	4,762	$	4,762
Per depositary share	0.414063		0.414063
Series E preferred stock(1):
Dividends	4,097		4,097
Per depositary share	0.356250		0.356250
Common stock:
Dividends	61,151		55,314
Per share	0.435		0.420

⁽¹⁾ The Series D and E preferred stock have no maturity date and will remain outstanding unless redeemed. The earliest redemption date for the Series D and Series E preferred stock is February 2017 and May 2018, respectively.

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Derivatives (Tables)

3 Months Ended

Mar. 31, 2016

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Instruments

The following table outlines NNN's derivatives which were hedging the risk of changes in forecasted interest payments on forecasted issuance of long-term debt (dollars in thousands):

Terminated	Description	Aggregate Notional Amount		Liability Fair Value When Terminated		Fair Value Deferred In Other Comprehensive Income (1)
September 2007	Two interest rate hedges	$	100,000	$	3,260	$	3,228
June 2011	Two treasury locks	150,000		5,300		5,218
April 2013	Four forward starting swaps	240,000		3,156		3,141
May 2014	Three forward starting swaps	225,000		6,312		6,312
October 2015	Four forward starting swaps	300,000		13,369		13,369

⁽¹⁾The amount reported in accumulated other comprehensive income will be reclassified to interest expense as interest payments are made on the related notes payable.

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2016

Fair Value Disclosures [Abstract]

Reconciliation of Residuals

The table below presents a roll forward of the Residuals (dollars in thousands):

	Quarter Ended
	March 31, 2016
Balance at beginning of period	$	11,115
Total gains (losses) – realized/unrealized:
Included in earnings	(220		)
Included in other comprehensive income	(175		)
Interest income on Residuals	452
Cash received from Residuals	(371		)
Purchases, sales, issuances and settlements, net	—
Transfers in and/or out of Level 3	—
Balance at end of period	$	10,801
Changes in gains (losses) included in earnings attributable to a change in unrealized gains (losses) relating to     assets still held at the end of period	$	59

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Organization and Summary of Significant Accounting Policies (Summary of NNN's Investment Portfolio) (Details) ft² in Thousands	3 Months Ended
	Mar. 31, 2016 ft² state property
Property Portfolio:
Total properties | property	2,293
Gross leasable area (square feet) | ft²	25,401
States | state	47
Weighted average remaining lease term (years)	11 years 3 months 19 days

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Organization and Summary of Significant Accounting Policies (Narrative) (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015
Debt Instrument [Line Items]
Interest costs capitalized	$ 511,000	$ 390,000
Restricted cash and cash held in escrow	43,136,000		$ 601,000
Revolving credit facility borrowing capacity	650,000,000
Mortgages [Member]
Debt Instrument [Line Items]
Debt costs	226,000		226,000
Debt costs accumulated amortization	103,000		93,000
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Debt costs	17,782,000		17,782,000
Debt costs accumulated amortization	$ 5,109,000		$ 4,704,000

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Organization and Summary of Significant Accounting Policies (Gross Intangible Assets and Liabilities) (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Value of above market in-place leases, net
Intangible lease assets (included in Other assets):
Intangible lease assets (included in Other assets):	$ 10,619	$ 10,883
Value of in-place leases, net
Intangible lease assets (included in Other assets):
Intangible lease assets (included in Other assets):	60,530	61,359
Value of below market in-place leases, net
Intangible lease liabilities (included in Other liabilities):
Intangible lease liabilities (included in Other liabilities):	$ 24,538	$ 25,767

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Organization and Summary of Significant Accounting Policies (Computation of Basic and Diluted Earnings per Share) (Details) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2016	Mar. 31, 2015
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
Net earnings attributable to NNN		$ 70,683	$ 53,978
Net earnings attributable to common stockholders		61,824	45,119
Less: Earnings allocated to unvested restricted shares		(151)	(163)
Net earnings used in basic and diluted earnings per share		$ 61,673	$ 44,956
Weighted average number of shares outstanding (in shares)		141,577,504	132,453,638
Less: Unvested restricted stock (in shares)		(343,466)	(388,331)
Less: Unvested contingent shares (in shares)		(393,667)	(400,049)
Weighted average number of shares outstanding used in basic earnings per share (in shares)		140,840,371	131,665,258
Other dilutive securities (in shares)		485,632	444,707
Weighted average number of shares outstanding used in diluted earnings per share (in shares)		141,326,003	132,109,965
Series D Preferred Stock
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
Less: preferred stock dividends	[1]	$ (4,762)	$ (4,762)
Series E Preferred Stock
Earnings Per Share, Basic and Diluted, by Common Class, Including Two Class Method [Line Items]
Less: preferred stock dividends	[1]	$ (4,097)	$ (4,097)

[1] The Series D and E preferred stock have no maturity date and will remain outstanding unless redeemed. The earliest redemption date for the Series D and Series E preferred stock is February 2017 and May 2018, respectively.

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Organization and Summary of Significant Accounting Policies (Changes in AOCI) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($)
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	$ 3,342,393
Ending balance	3,434,162
Gains or Loss on Cash Flow Hedges
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(25,046)	[1]
Other comprehensive income (loss)	0	[1]
Reclassifications from accumulated other comprehensive income to net earnings	695	[1],[2]
Net current period other comprehensive income (loss)	695	[1]
Ending balance	(24,351)	[1]
Gains and Losses on Commercial Mortgage Residual Interests
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	4,454	[3]
Other comprehensive income (loss)	(234)	[3]
Reclassifications from accumulated other comprehensive income to net earnings	59	[3],[4]
Net current period other comprehensive income (loss)	(175)	[3]
Ending balance	4,279	[3]
Gains and Losses on Available-for-Sale Securities
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	240
Other comprehensive income (loss)	174
Reclassifications from accumulated other comprehensive income to net earnings	0
Net current period other comprehensive income (loss)	174
Ending balance	414
AOCI Attributable to Parent
Accumulated Other Comprehensive Income (Loss) [Roll Forward]
Beginning balance	(20,352)
Other comprehensive income (loss)	(60)
Reclassifications from accumulated other comprehensive income to net earnings	754
Net current period other comprehensive income (loss)	694
Ending balance	$ (19,658)

[1] Additional disclosure is included in Note 6 – Derivatives.

[2] Reclassifications out of other comprehensive income (loss) are recorded in Interest Expense on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

[3] Additional disclosure is included in Note 7 – Fair Value Measurements.

[4] Reclassifications out of other comprehensive income are recorded in Impairment on the Condensed Consolidated Statements of Income and Comprehensive Income. There is no income tax expense (benefit) resulting from this reclassification.

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Real Estate (Classification of Investment Property Leases) (Details)	3 Months Ended
	Mar. 31, 2016 property option
Lease classification:
Weighted average remaining lease term (years)	11 years 3 months 19 days
Number of renewal options, or more | option	1
Operating
Lease classification:
Number of properties leased-operating	2,330
Direct financing
Lease classification:
Number of properties leased-direct financing	10
Building portion – direct financing/land portion – operating
Lease classification:
Number of properties leased-building portion-direct financing land portion-operating	2

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Real Estate (Summary of Real Estate Subject to Operating Leases) (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Property Subject to or Available for Operating Lease [Line Items]
Real estate subject to operating leases, gross	$ 5,969,278	$ 5,815,108
Less accumulated depreciation and amortization	(650,377)	(620,188)
Real estate subject to operating leases before work in process	5,318,901	5,194,920
Accounted for using the operating method, net of accumulated depreciation and amortization	5,343,433	5,256,274
Land and improvements
Property Subject to or Available for Operating Lease [Line Items]
Land and improvements	1,944,175	1,922,579
Buildings and improvements
Property Subject to or Available for Operating Lease [Line Items]
Buildings and improvements	4,020,538	3,891,239
Leasehold interests
Property Subject to or Available for Operating Lease [Line Items]
Leasehold interests	4,565	1,290
Work in progress
Property Subject to or Available for Operating Lease [Line Items]
Work in progress	$ 24,532	$ 61,354

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Real Estate (Held for Sale) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) property	Dec. 31, 2015 USD ($) property
Real Estate [Abstract]
Number of properties classified as held for sale | property	1	6
Period for disposal of properties classified as held for sale	12 months
Number of properties sold | property	5
Land and improvements	$ 627	$ 9,419
Building and improvements	0	27,881
Real estate held-for-sale	627	37,300
Less accumulated depreciation and amortization	0	(4,419)
Less impairment	0	(215)
Real estate held for sale	$ 627	$ 32,666

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Real Estate (Dispositions) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) property	Mar. 31, 2015 USD ($) property
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Income tax expense	$ 0	$ (442)
Assets Held-for-sale
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Number of sold properties - gain on disposition of real estate | property	10	6
Gain on disposition of real estate	$ 16,875	$ 7,230
Income tax expense	0	(30)
Gain on disposition of real estate, net of income tax expense	$ 16,875	$ 7,200

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Real Estate (Commitments) (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) property
Real Estate [Abstract]
Period for improvements to construction commitments	12 months
Number of properties | property	19
Total commitment	$ 63,465	[1]
Amount funded	40,147
Remaining commitment	$ 23,318

[1] Includes land, construction costs, tenant improvements and lease costs.

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Real Estate (Impairments) (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Real Estate [Abstract]
Impairment losses, net of recoveries	$ 572	$ 1,028

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Line of Credit Payable (Details)	3 Months Ended
	Mar. 31, 2016 USD ($)
Line of Credit Facility [Line Items]
Revolving credit facility borrowing capacity	$ 650,000,000
Revolving credit facility weighted average outstanding balance	$ 2,252,000
Revolving credit facility weighted average interest rate	1.40%
Option to increase facility size	$ 1,000,000,000
Line of credit payable	0
Line of credit facility available for future borrowings	$ 650,000,000
Line of Credit | LIBOR
Line of Credit Facility [Line Items]
Basis spread on variable rate	0.925%

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Stockholders' Equity (Details) - USD ($) $ / shares in Units, $ in Thousands		1 Months Ended	3 Months Ended
		Apr. 30, 2016	Mar. 31, 2016	Mar. 31, 2015	Dec. 31, 2015	Feb. 28, 2015
Class of Stock [Line Items]
Total allowable shares (in shares)			375,000,000		375,000,000
Net proceeds			$ 89,135	$ 49,370
Total shares issued (in shares)			143,235,896		141,007,725
Stock issuance costs			$ 1,380	991
Common stock dividends			$ 61,151	$ 55,314
Common stock per share (in dollars per share)			$ 0.435	$ 0.42
Subsequent Event
Class of Stock [Line Items]
Common stock, dividends, per share, declared (in dollars per share)		$ 0.435
Series D Preferred Stock
Class of Stock [Line Items]
Preferred stock dividends	[1]		$ 4,762	$ 4,762
Preferred stock per share (in dollars per share)	[1]		$ 0.414063	$ 0.414063
Series E Preferred Stock
Class of Stock [Line Items]
Preferred stock dividends	[1]		$ 4,097	$ 4,097
Preferred stock per share (in dollars per share)	[1]		$ 0.356250	$ 0.356250
DRIP
Class of Stock [Line Items]
Total allowable shares (in shares)						16,000,000
Shares of common stock (in shares)			134,150	31,854
Net proceeds			$ 5,892	$ 1,142
2016 ATM
Class of Stock [Line Items]
Total allowable shares (in shares)			12,000,000
Total shares issued (in shares)			372,328
Shares of common stock (in shares)			1,865,260
Average price per share (net) (in dollars per share)			$ 44.00
Net proceeds			$ 82,076
Stock issuance costs			$ 1,429
2015 ATM
Class of Stock [Line Items]
Total allowable shares (in shares)			10,000,000
Total shares issued (in shares)			9,852,465
Shares of common stock (in shares)			1,191,973
Average price per share (net) (in dollars per share)			$ 39.90
Net proceeds			$ 47,556
Stock issuance costs			$ 842
2013 ATM
Class of Stock [Line Items]
Total allowable shares (in shares)			9,000,000
Total shares issued (in shares)			6,252,812
Shares of common stock (in shares)			0

[1] The Series D and E preferred stock have no maturity date and will remain outstanding unless redeemed. The earliest redemption date for the Series D and Series E preferred stock is February 2017 and May 2018, respectively.

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Derivatives (Details)		3 Months Ended
		Mar. 31, 2016 USD ($)	Mar. 31, 2015 USD ($)	Oct. 31, 2015 USD ($) instrument	May. 31, 2014 USD ($) instrument	Apr. 30, 2013 USD ($) instrument	Jun. 30, 2011 USD ($) instrument	Sep. 30, 2007 USD ($) instrument
Derivative [Line Items]
Fair value of interest rate hedges recognized in other comprehensive income		$ 24,351,000
Interest expense		695,000	$ 414,000
Interest rate hedges gain (loss) to be reclassified into interest expense over next 12 months		$ 2,894,000
Interest Rate Swap
Derivative [Line Items]
Number of derivatives | instrument								2
Aggregate Notional Amount								$ 100,000,000
Fair Value When Terminated								3,260,000
Fair Value Deferred In Other Comprehensive Income	[1]							$ 3,228,000
Treasury Lock
Derivative [Line Items]
Number of derivatives | instrument							2
Aggregate Notional Amount							$ 150,000,000
Fair Value When Terminated							5,300,000
Fair Value Deferred In Other Comprehensive Income	[1]						$ 5,218,000
Forward Swap
Derivative [Line Items]
Number of derivatives | instrument				4	3	4
Aggregate Notional Amount				$ 300,000,000	$ 225,000,000	$ 240,000,000
Fair Value When Terminated				13,369,000	6,312,000	3,156,000
Fair Value Deferred In Other Comprehensive Income	[1]			$ 13,369,000	$ 6,312,000	$ 3,141,000

[1] The amount reported in accumulated other comprehensive income will be reclassified to interest expense as interest payments are made on the related notes payable.

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Fair Value Measurements (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2016 USD ($) securitization	Mar. 31, 2015 USD ($)
Fair Value Disclosures [Abstract]
Residual interests held from securitizations | securitization	7
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Balance at beginning of period	$ 11,115
Total gains (losses) - realized/unrealized: Included in earnings	(220)
Total gains (losses) - realized/unrealized: Included in other comprehensive income	(175)
Interest income on Residuals	452	$ 445
Cash received from Residuals	(371)
Purchases, sales, issuances and settlements, net	0
Transfers in and/or out of Level 3	0
Balance at end of period	10,801
Changes in gains (losses) included in earnings attributable to a change in unrealized gains (losses) relating to assets still held at the end of period	$ 59

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Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands	Mar. 31, 2016	Dec. 31, 2015
Financial Instruments, Owned, at Fair Value [Abstract]
Fair value of notes payable	$ 2,051,024	$ 2,007,242