UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September 30, 2020~~March 31, 2021

☐ 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			56-1431377
(State or other jurisdiction of incorporation or organization)			(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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.01 par value	NNN	New York Stock Exchange
Depositary Shares, each representing one-hundredth of a share of 5.200% Series F Preferred Stock, $0.01 par value	NNN/PF	New York Stock Exchange

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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

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

~~173,727,624~~175,580,463 shares of common stock, $0.01 par value, outstanding as of ~~October~~April 29, ~~2020.~~2021.

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	97
	Notes to Condensed Consolidated Financial Statements	119
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	2216
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3528
Item 4.	Controls and Procedures	3629
Part II - Other Information
Item 1.	Legal Proceedings	3730
Item 1A.	Risk Factors	3730
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3830
Item 3.	Defaults Upon Senior Securities	3830
Item 4.	Mine Safety Disclosures	3830
Item 5.	Other Information	3830
Item 6.	Exhibits	3831
Signatures		3932

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)


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
ASSETS	ASSETS	(unaudited)				ASSETS	(unaudited)
Real estate portfolio:
Accounted for using the operating method, net of accumulated depreciation and amortization		$	7,167,992	$	7,287,374
Accounted for using the direct financing method		4,060		4,204
Real estate portfolio						Real estate portfolio	$	7,249,613	$	7,212,655
Real estate held for sale	Real estate held for sale	5,408		9,661		Real estate held for sale	6,498		5,671
Cash and cash equivalents	Cash and cash equivalents	294,860		1,112		Cash and cash equivalents	311,231		267,236

Receivables, net of allowance of $879 and $506, respectively		4,126		2,874
Accrued rental income, net of allowance of $7,978 and $1,842, respectively		61,754		28,897
Debt costs, net of accumulated amortization of $16,825 and $15,574, respectively		2,340		2,783
Receivables, net of allowance of $846 and $835, respectively						Receivables, net of allowance of $846 and $835, respectively	4,611		4,338
Accrued rental income, net of allowance of $6,030 and $6,947, respectively						Accrued rental income, net of allowance of $6,030 and $6,947, respectively	45,450		53,958
Debt costs, net of accumulated amortization of $17,764 and $17,294, respectively						Debt costs, net of accumulated amortization of $17,764 and $17,294, respectively	1,492		1,917
Other assets	Other assets	94,157		97,962		Other assets	93,308		92,069
Total assets	Total assets	$	7,634,697	$	7,434,867	Total assets	$	7,712,203	$	7,637,844
LIABILITIES AND EQUITY	LIABILITIES AND EQUITY					LIABILITIES AND EQUITY
Liabilities:	Liabilities:					Liabilities:
Line of credit payable		$	0	$	133,600

Mortgages payable, including unamortized premium and net of unamortized debt costs	Mortgages payable, including unamortized premium and net of unamortized debt costs	11,565		12,059		Mortgages payable, including unamortized premium and net of unamortized debt costs	$	11,222	$	11,395
Notes payable, net of unamortized discount and unamortized debt costs	Notes payable, net of unamortized discount and unamortized debt costs	3,208,533		2,842,698		Notes payable, net of unamortized discount and unamortized debt costs	3,298,302		3,209,527
Accrued interest payable	Accrued interest payable	51,327		18,250		Accrued interest payable	44,668		19,401
Other liabilities	Other liabilities	76,063		96,578		Other liabilities	70,172		78,217
Total liabilities	Total liabilities	3,347,488		3,103,185		Total liabilities	3,424,364		3,318,540

Equity:	Equity:					Equity:
Stockholders’ equity:	Stockholders’ equity:					Stockholders’ equity:
Preferred stock, $0.01 par value. Authorized 15,000,000 shares	Preferred stock, $0.01 par value. Authorized 15,000,000 shares					Preferred stock, $0.01 par value. Authorized 15,000,000 shares

5.200% Series F, 138,000 shares issued and outstanding, at stated liquidation value of $2,500 per share	5.200% Series F, 138,000 shares issued and outstanding, at stated liquidation value of $2,500 per share	345,000		345,000		5.200% Series F, 138,000 shares issued and outstanding, at stated liquidation value of $2,500 per share	345,000		345,000
Common stock, $0.01 par value. Authorized 375,000,000 shares; 173,726,996 and 171,694,209 shares issued and outstanding, respectively		1,739		1,718
Common stock, $0.01 par value. Authorized 375,000,000 shares; 175,579,683 and 175,232,971 shares issued and outstanding, respectively						Common stock, $0.01 par value. Authorized 375,000,000 shares; 175,579,683 and 175,232,971 shares issued and outstanding, respectively	1,757		1,753
Capital in excess of par value	Capital in excess of par value	4,569,085		4,495,314		Capital in excess of par value	4,639,680		4,633,771
Accumulated deficit	Accumulated deficit	(611,537)		(499,229)		Accumulated deficit	(683,525)		(644,779)
Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss)	(17,082)		(11,128)		Accumulated other comprehensive income (loss)	(15,077)		(16,445)
Total stockholders’ equity of NNN	Total stockholders’ equity of NNN	4,287,205		4,331,675		Total stockholders’ equity of NNN	4,287,835		4,319,300
Noncontrolling interests	Noncontrolling interests	4		7		Noncontrolling interests	4		4
Total equity	Total equity	4,287,209		4,331,682		Total equity	4,287,839		4,319,304
Total liabilities and equity	Total liabilities and equity	$	7,634,697	$	7,434,867	Total liabilities and equity	$	7,712,203	$	7,637,844

See accompanying notes to condensed consolidated financial statements.

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(dollars in thousands, except per share data)

(unaudited)


		Quarter Ended September 30,				Nine Months Ended September 30,					Quarter Ended March 31,
		2020		2019		2020		2019			2021		2020
Revenues:	Revenues:									Revenues:
Rental income	Rental income	$	157,865	$	168,224	$	495,891	$	495,846	Rental income	$	179,198	$	174,547

Interest and other income from real estate transactions	Interest and other income from real estate transactions	768		383		1,506		1,265		Interest and other income from real estate transactions	580		516
		158,633		168,607		497,397		497,111			179,778		175,063
Operating expenses:	Operating expenses:									Operating expenses:
General and administrative	General and administrative	9,419		8,726		28,914		27,524		General and administrative	11,748		10,100
Real estate	Real estate	6,345		6,706		20,304		20,398		Real estate	7,725		7,635
Depreciation and amortization	Depreciation and amortization	49,404		48,348		147,528		140,769		Depreciation and amortization	49,980		49,188
Leasing transaction costs	Leasing transaction costs	0		51		36		178		Leasing transaction costs	38		36
Impairment losses – real estate, net of recoveries	Impairment losses – real estate, net of recoveries	5,695		10,692		33,062		21,124		Impairment losses – real estate, net of recoveries	2,131		5,513
		70,863		74,523		229,844		209,993			71,622		72,472
Gain on disposition of real estate	Gain on disposition of real estate	148		2,061		13,637		25,508		Gain on disposition of real estate	4,281		12,770
Earnings from operations	Earnings from operations	87,918		96,145		281,190		312,626		Earnings from operations	112,437		115,361
Other expenses (revenues):	Other expenses (revenues):									Other expenses (revenues):
Interest and other income	Interest and other income	(74)		(501)		(345)		(2,912)		Interest and other income	(65)		(164)
Interest expense	Interest expense	31,924		29,948		97,347		89,716		Interest expense	34,587		33,670
Loss on early extinguishment of debt	Loss on early extinguishment of debt	0		0		16,679		0		Loss on early extinguishment of debt	21,328		16,679
		31,850		29,447		113,681		86,804			55,850		50,185
Net earnings	Net earnings	56,068		66,698		167,509		225,822		Net earnings	56,587		65,176
Earnings (loss) attributable to noncontrolling interests		1		(5)		3		(428)
Loss attributable to noncontrolling interests										Loss attributable to noncontrolling interests	0		2
Net earnings attributable to NNN	Net earnings attributable to NNN	56,069		66,693		167,512		225,394		Net earnings attributable to NNN	56,587		65,178
Series E preferred stock dividends		0		(4,097)		0		(12,291)

Series F preferred stock dividends	Series F preferred stock dividends	(4,485)		(4,485)		(13,455)		(13,455)		Series F preferred stock dividends	(4,485)		(4,485)

Net earnings attributable to common stockholders	Net earnings attributable to common stockholders	$	51,584	$	58,111	$	154,057	$	199,648	Net earnings attributable to common stockholders	$	52,102	$	60,693
Net earnings per share of common stock:	Net earnings per share of common stock:									Net earnings per share of common stock:
Basic	Basic	$	0.30	$	0.35	$	0.89	$	1.23	Basic	$	0.30	$	0.35
Diluted	Diluted	$	0.30	$	0.35	$	0.89	$	1.22	Diluted	$	0.30	$	0.35
Weighted average number of common shares outstanding:	Weighted average number of common shares outstanding:									Weighted average number of common shares outstanding:
Basic	Basic	172,681,136		164,883,509		171,706,577		162,641,261		Basic	174,589,300		171,039,017
Diluted	Diluted	172,782,266		165,361,731		171,815,377		163,126,063		Diluted	174,714,617		171,231,828
Other comprehensive income:	Other comprehensive income:									Other comprehensive income:
Net earnings attributable to NNN	Net earnings attributable to NNN	$	56,069	$	66,693	$	167,512	$	225,394	Net earnings attributable to NNN	$	56,587	$	65,178
Amortization of interest rate hedges	Amortization of interest rate hedges	642		327		1,663		975		Amortization of interest rate hedges	1,368		383
Fair value of forward starting swaps	Fair value of forward starting swaps	0		(7,818)		(7,617)		(11,738)		Fair value of forward starting swaps	0		(7,617)
Valuation adjustments – available-for-sale securities		0		0		0		116
Realized gain – available-for-sale securities		0		0		0		(1,331)

Comprehensive income attributable to NNN	Comprehensive income attributable to NNN	$	56,711	$	59,202	$	161,558	$	213,416	Comprehensive income attributable to NNN	57,955		57,944
Comprehensive income attributable to noncontrolling interests										Comprehensive income attributable to noncontrolling interests	0		2
Total comprehensive income										Total comprehensive income	$	57,955	$	57,946

See accompanying notes to condensed consolidated financial statements.

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Quarter Ended ~~September 30, 2020~~March 31, 2021

(dollars in thousands, except per share data)

(Unaudited)

Series F
Preferred
Stock Common
Stock Capital in
Excess of
Par Value Retained
Earnings (Deficit) Accumulated
Other
Comprehensive
Income (Loss) Total
Stockholders’
Equity Noncontrolling
Interests Total
Equity
Balances at June 30, 2020 $ 345,000 $ 1,735 $ 4,554,958 $ (573,174) $ (17,724) $ 4,310,795 $ 5 $ 4,310,800
Net earnings — — — 56,069 — 56,069 (1) 56,068
Dividends declared and paid:
$0.325000 per depositary share of Series F preferred stock — — — (4,485) — (4,485) — (4,485)
$0.520 per share of common stock — 1 3,147 (89,947) — (86,799) — (86,799)
Issuance of common stock:
8,865 shares – director compensation — 1 268 — — 269 — 269
1,908 shares – stock purchase plan — — 68 — — 68 — 68
216,373 shares – ATM equity program — 2 8,137 — — 8,139 — 8,139
Stock issuance costs — — (484) — — (484) — (484)
Amortization of deferred compensation — — 2,991 — — 2,991 — 2,991
Amortization of interest rate hedges — — — — 642 642 — 642
Balances at September 30, 2020 $ 345,000 $ 1,739 $ 4,569,085 $ (611,537) $ (17,082) $ 4,287,205 $ 4 $ 4,287,209


	Series F Preferred Stock		Common Stock		Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity of NNN		Noncontrolling Interests		Total Equity
Balances at December 31, 2020	$	345,000	$	1,753	$	4,633,771	$	(644,779)	$	(16,445)	$	4,319,300	$	4	$	4,319,304
Net earnings	—		—		—		56,587		—		56,587		—		56,587
Dividends declared and paid:
$0.3250 per depositary share of Series F preferred stock	—		—		—		(4,485)		—		(4,485)		—		(4,485)
$0.5200 per share of common stock	—		—		578		(90,848)		—		(90,270)		—		(90,270)
Issuance of common stock:
8,324 shares – director compensation	—		—		267		—		—		267		—		267
1,715 shares – stock purchase plan	—		—		70		—		—		70		—		70
30,000 shares – ATM equity program	—		1		1,233		—		—		1,234		—		1,234

287,957 restricted shares – net of forfeitures	—		3		(3)		—		—		0		—		0
Stock issuance costs	—		—		(156)		—		—		(156)		—		(156)
Amortization of deferred compensation	—		—		3,920		—		—		3,920		—		3,920
Amortization of interest rate hedges	—		—		—		—		1,368		1,368		—		1,368





Balances at March 31, 2021	$	345,000	$	1,757	$	4,639,680	$	(683,525)	$	(15,077)	$	4,287,835	$	4	$	4,287,839

See accompanying notes to condensed consolidated financial statements.

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

Quarter Ended ~~September 30, 2019~~March 31, 2020

(dollars in thousands, except per share data)

(Unaudited)

Series E
Preferred
Stock Series F
Preferred
Stock Common
Stock Capital in
Excess of
Par Value Retained
Earnings (Deficit) Accumulated
Other
Comprehensive
Income (Loss) Total
Stockholders’
Equity Noncontrolling
Interests Total
Equity
Balances at June 30, 2019 $ 287,500 $ 345,000 $ 1,636 $ 4,042,318 $ (443,822) $ (10,183) $ 4,222,449 $ 2 $ 4,222,451
Net earnings — — — — 66,693 — 66,693 5 66,698
Dividends declared and paid:
$0.356250 per depositary share of Series E preferred stock — — — — (4,097) — (4,097) — (4,097)
$0.325000 per depositary share of Series F preferred stock — — — — (4,485) — (4,485) — (4,485)
$0.515 per share of common stock — — 1 9,219 (83,935) — (74,715) — (74,715)
Issuance of common stock:
6,964 shares – director compensation — — — 325 — — 325 — 325
1,716 shares – stock purchase plan — — 1 93 — — 94 — 94
848,474 shares – ATM equity program — — 8 46,516 — — 46,524 — 46,524
7,000,000 shares – equity offering — — 70 395,430 — — 395,500 — 395,500
100,000 restricted shares – net of forfeitures — — 1 (1) — — — — —
Stock issuance costs — — — (16,714) — — (16,714) — (16,714)
Amortization of deferred compensation — — — 2,414 — — 2,414 — 2,414
Amortization of interest rate hedges — — — — — 327 327 — 327
Fair value of forward starting swaps — — — — — (7,818) (7,818) — (7,818)
Balances at September 30, 2019 $ 287,500 $ 345,000 $ 1,717 $ 4,479,600 $ (469,646) $ (17,674) $ 4,626,497 $ 7 $ 4,626,504


	Series F Preferred Stock		Common Stock		Capital in Excess of Par Value		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity of NNN		Noncontrolling Interests		Total Equity
Balances at December 31, 2019	$	345,000	$	1,718	$	4,495,314	$	(499,229)	$	(11,128)	$	4,331,675	$	7	$	4,331,682
Net earnings	—		—		—		65,178		—		65,178		(2)		65,176
Dividends declared and paid:

$0.3250 per depositary share of Series F preferred stock	—		—		—		(4,485)		—		(4,485)		—		(4,485)
$0.5150 per share of common stock	—		—		620		(88,148)		—		(87,528)		—		(87,528)
Issuance of common stock:
6,112 shares – director compensation	—		—		298		—		—		298		—		298
1,477 shares – stock purchase plan	—		—		76		—		—		76		—		76


253,406 restricted shares – net of forfeitures	—		3		(3)		—		—		0		—		0

Amortization of deferred compensation	—		—		2,950		—		—		2,950		—		2,950
Amortization of interest rate hedges	—		—		—		—		383		383		—		383
Fair value of forward starting swaps	—		—		—		—		(7,617)		(7,617)		—		(7,617)




Balances at March 31, 2020	$	345,000	$	1,721	$	4,499,255	$	(526,684)	$	(18,362)	$	4,300,930	$	5	$	4,300,935

See accompanying notes to condensed consolidated financial statements.

~~NATIONAL RETAIL PROPERTIES, INC.~~

~~and SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~Nine Months Ended September 30, 2020~~

~~(dollars in thousands, except per share data)~~

~~(Unaudited)~~

Series F
Preferred
Stock Common
Stock Capital in
Excess of
Par Value Retained
Earnings (Deficit) Accumulated
Other
Comprehensive
Income (Loss) Total
Stockholders’
Equity Noncontrolling
Interests Total
Equity
Balances at December 31, 2019 $ 345,000 $ 1,718 $ 4,495,314 $ (499,229) $ (11,128) $ 4,331,675 $ 7 $ 4,331,682
Net earnings — — — 167,512 — 167,512 (3) 167,509
Dividends declared and paid:
$0.975000 per depositary share of Series F preferred stock — — — (13,455) — (13,455) — (13,455)
$1.550 per share of common stock — 1 4,298 (266,365) — (262,066) — (262,066)
Issuance of common stock:
25,624 shares – director compensation — 1 864 — — 865 — 865
6,214 shares – stock purchase plan — — 238 — — 238 — 238
1,634,350 shares – ATM equity program — 16 60,886 — — 60,902 — 60,902
263,406 restricted shares – net of forfeitures — 3 (3) — — — — —
Stock issuance costs — — (1,230) — — (1,230) — (1,230)
Amortization of deferred compensation — — 8,718 — — 8,718 — 8,718
Amortization of interest rate hedges — — — — 1,663 1,663 — 1,663
Fair value of forward starting swaps — — — — (7,617) (7,617) — (7,617)
Balances at September 30, 2020 $ 345,000 $ 1,739 $ 4,569,085 $ (611,537) $ (17,082) $ 4,287,205 $ 4 $ 4,287,209

~~See accompanying notes to condensed consolidated financial statements.~~

~~NATIONAL RETAIL PROPERTIES, INC.~~

~~and SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF EQUITY~~

~~Nine Months Ended September 30, 2019~~

~~(dollars in thousands, except per share data)~~

~~(Unaudited)~~

Series E
Preferred
Stock Series F
Preferred
Stock Common
Stock Capital in
Excess of
Par Value Retained
Earnings (Deficit) Accumulated
Other
Comprehensive
Income (Loss) Total
Stockholders’
Equity Noncontrolling
Interests Total
Equity
Balances at December 31, 2018 $ 287,500 $ 345,000 $ 1,616 $ 3,950,055 $ (424,225) $ (5,696) $ 4,154,250 $ 355 $ 4,154,605
Net earnings — — — — 225,394 — 225,394 428 225,822
Dividends declared and paid:
$1.068750 per depositary share of Series E preferred stock — — — — (12,291) — (12,291) — (12,291)
$0.975000 per depositary share of Series F preferred stock — — — — (13,455) — (13,455) — (13,455)
$1.515 per share of common stock — — 3 16,168 (245,574) — (229,403) — (229,403)
Issuance of common stock:
21,933 shares – director compensation — — — 968 — — 968 — 968
5,872 shares – stock purchase plan — — — 309 — — 309 — 309
2,344,022 shares – ATM equity program — — 24 127,313 — — 127,337 — 127,337
7,000,000 shares – equity offering — — 70 395,430 — — 395,500 — 395,500
359,650 restricted shares – net of forfeitures — — 4 (4) — — — — —
Stock issuance costs — — — (17,480) — — (17,480) — (17,480)
Amortization of deferred compensation — — — 6,841 — — 6,841 — 6,841
Amortization of interest rate hedges — — — — — 975 975 — 975
Fair value of forward starting swaps — — — — — (11,738) (11,738) — (11,738)
Valuation adjustments – available-for-sale securities — — — — — 116 116 — 116
Realized gain – available-for-sale securities — — — — — (1,331) (1,331) — (1,331)
Other — — — — 505 — 505 — 505
Distributions to noncontrolling interests — — — — — — — (776) (776)
Balances at September 30, 2019 $ 287,500 $ 345,000 $ 1,717 $ 4,479,600 $ (469,646) $ (17,674) $ 4,626,497 $ 7 $ 4,626,504

~~See accompanying notes to condensed consolidated financial statements.~~

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(Unaudited)


		Nine Months Ended September 30,					Quarter Ended March 31,
		2020		2019			2021		2020
Cash flows from operating activities:	Cash flows from operating activities:					Cash flows from operating activities:
Net earnings	Net earnings	$	167,509	$	225,822	Net earnings	$	56,587	$	65,176
Adjustments to reconcile net earnings to net cash provided by operating activities:	Adjustments to reconcile net earnings to net cash provided by operating activities:					Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	147,528		140,769		Depreciation and amortization	49,980		49,188
Impairment losses – real estate, net of recoveries	Impairment losses – real estate, net of recoveries	33,062		21,124		Impairment losses – real estate, net of recoveries	2,131		5,513
Loss on early extinguishment of debt	Loss on early extinguishment of debt	16,679		0		Loss on early extinguishment of debt	21,328		16,679
Amortization of notes payable discount	Amortization of notes payable discount	2,654		1,297		Amortization of notes payable discount	993		1,897
Amortization of debt costs	Amortization of debt costs	3,924		2,787		Amortization of debt costs	1,840		1,816
Amortization of mortgages payable premium	Amortization of mortgages payable premium	(64)		(64)		Amortization of mortgages payable premium	(21)		(21)
Amortization of interest rate hedges	Amortization of interest rate hedges	1,663		975		Amortization of interest rate hedges	1,368		383

Settlement of forward starting swaps	Settlement of forward starting swaps	(13,141)		0		Settlement of forward starting swaps	0		(13,141)
Gain on disposition of real estate	Gain on disposition of real estate	(13,637)		(25,508)		Gain on disposition of real estate	(4,281)		(12,770)
Performance incentive plan expense	Performance incentive plan expense	9,669		8,581		Performance incentive plan expense	4,318		3,078
Performance incentive plan payment	Performance incentive plan payment	(846)		(775)		Performance incentive plan payment	(721)		(846)
Change in operating assets and liabilities, net of assets acquired and liabilities assumed:	Change in operating assets and liabilities, net of assets acquired and liabilities assumed:					Change in operating assets and liabilities, net of assets acquired and liabilities assumed:
Decrease in real estate leased to others using the direct financing method		144		508
Decrease (increase) in receivables		(1,252)		915
Increase in accrued rental income		(33,464)		(1,702)
Decrease (increase) in other assets		1,054		(375)
Increase in receivables						Increase in receivables	(273)		(1,340)
Decrease (increase) in accrued rental income						Decrease (increase) in accrued rental income	8,332		(61)
Decrease in other assets						Decrease in other assets	1,067		183
Increase in accrued interest payable	Increase in accrued interest payable	33,077		26,367		Increase in accrued interest payable	25,267		23,448
Decrease in other liabilities	Decrease in other liabilities	(5,534)		(1,500)		Decrease in other liabilities	(6,438)		(11,299)
Other	Other	(201)		(189)		Other	(307)		201
Net cash provided by operating activities	Net cash provided by operating activities	348,824		399,032		Net cash provided by operating activities	161,170		128,084
Cash flows from investing activities:	Cash flows from investing activities:					Cash flows from investing activities:
Proceeds from the disposition of real estate	Proceeds from the disposition of real estate	40,942		92,586		Proceeds from the disposition of real estate	18,067		33,384
Additions to real estate:	Additions to real estate:					Additions to real estate:
Accounted for using the operating method	Accounted for using the operating method	(89,419)		(505,693)		Accounted for using the operating method	(106,490)		(64,197)

Principal payments received on mortgages and notes receivable	Principal payments received on mortgages and notes receivable	283		3,100		Principal payments received on mortgages and notes receivable	93		100
Other	Other	(375)		985		Other	(182)		59
Net cash used in investing activities	Net cash used in investing activities	(48,569)		(409,022)		Net cash used in investing activities	(88,512)		(30,654)

See accompanying notes to condensed consolidated financial statements.

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED

(dollars in thousands)

(Unaudited)


		Nine Months Ended September 30,					Quarter Ended March 31,
		2020		2019			2021		2020
Cash flows from financing activities:	Cash flows from financing activities:					Cash flows from financing activities:
Proceeds from line of credit payable	Proceeds from line of credit payable	$	311,000	$	429,200	Proceeds from line of credit payable	$	0	$	311,000
Repayment of line of credit payable	Repayment of line of credit payable	(444,600)		(429,200)		Repayment of line of credit payable	0		(444,600)
Repayment of mortgages payable	Repayment of mortgages payable	(443)		(422)		Repayment of mortgages payable	(156)		(147)
Proceeds from notes payable	Proceeds from notes payable	692,646		0		Proceeds from notes payable	441,594		692,646
Repayment of notes payable	Repayment of notes payable	(325,000)		0		Repayment of notes payable	(350,000)		(325,000)
Payment for early extinguishment of debt	Payment for early extinguishment of debt	(16,679)		0		Payment for early extinguishment of debt	(21,328)		(16,679)
Payment of debt issuance costs	Payment of debt issuance costs	(7,810)		(115)		Payment of debt issuance costs	(5,145)		(6,397)
Proceeds from issuance of common stock	Proceeds from issuance of common stock	65,440		539,318		Proceeds from issuance of common stock	1,882		696
Stock issuance costs	Stock issuance costs	(1,241)		(17,274)		Stock issuance costs	(177)		(45)
Payment of Series E preferred stock dividends		0		(12,291)

Payment of Series F preferred stock dividends	Payment of Series F preferred stock dividends	(13,455)		(13,455)		Payment of Series F preferred stock dividends	(4,485)		(4,485)
Payment of common stock dividends	Payment of common stock dividends	(266,365)		(245,574)		Payment of common stock dividends	(90,848)		(88,148)
Noncontrolling interest distributions		0		(776)

Net cash provided by (used in) financing activities	Net cash provided by (used in) financing activities	(6,507)		249,411		Net cash provided by (used in) financing activities	(28,663)		118,841
Net increase in cash, cash equivalents and restricted cash	Net increase in cash, cash equivalents and restricted cash	293,748		239,421		Net increase in cash, cash equivalents and restricted cash	43,995		216,271
Cash, cash equivalents and restricted cash at beginning of period(1)	Cash, cash equivalents and restricted cash at beginning of period(1)	1,112		114,267		Cash, cash equivalents and restricted cash at beginning of period(1)	267,236		1,112
Cash, cash equivalents and restricted cash at end of period(1)	Cash, cash equivalents and restricted cash at end of period(1)	$	294,860	$	353,688	Cash, cash equivalents and restricted cash at end of period(1)	$	311,231	$	217,383
Supplemental disclosure of cash flow information:	Supplemental disclosure of cash flow information:					Supplemental disclosure of cash flow information:
Interest paid, net of amount capitalized	Interest paid, net of amount capitalized	$	57,311	$	59,151	Interest paid, net of amount capitalized	$	5,203	$	6,613

Supplemental disclosure of noncash investing and financing activities:	Supplemental disclosure of noncash investing and financing activities:					Supplemental disclosure of noncash investing and financing activities:
Decrease in other comprehensive income		$	5,954	$	11,978
Right-of-use assets recorded in connection with lease liabilities		$	0	$	8,224
Change in other comprehensive income (loss)						Change in other comprehensive income (loss)	$	1,368	$	(7,234)

Work in progress accrual balance	Work in progress accrual balance	$	10,131	$	19,624	Work in progress accrual balance	$	4,739	$	24,579
Mortgage receivable issued in connection with real estate transactions		$	3,000	$	3,100
Mortgage receivable issued in connection with real estate disposition						Mortgage receivable issued in connection with real estate disposition	$	0	$	3,000

(1) Cash, cash equivalents and restricted cash is the aggregate of cash and cash equivalents and restricted cash and cash held in escrow from the Condensed Consolidated Balance Sheets. NNN had 0 restricted cash and cash held in escrow at ~~September 30, 2020~~March 31, 2021 and ~~2019.~~2020.

See accompanying notes to condensed consolidated financial statements.

108

NATIONAL RETAIL PROPERTIES, INC.

and SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~September 30, 2020~~March 31, 2021

(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" or the "Company" refer to National Retail Properties, Inc. and all of its consolidated subsidiaries.

NNN's assets primarily include real estate assets. 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").


			~~September 30, 2020~~March 31, 2021
Property Portfolio:
Total properties			~~3,114~~3,161
Gross leasable area (square feet)			~~32,421,000~~32,717,000
States			48
Weighted average remaining lease term (years)			~~10.7~~10.6

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 ~~and nine months~~ ended ~~September 30, 2020,~~March 31, 2021, may not be indicative of the results that may be expected for the year ending December 31, ~~2020.~~2021. See "Footnote 8 – Subsequent Events." Amounts as of December 31, ~~2019~~2020 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, ~~2019.~~2020.

COVID-19 Pandemic – OnDuring the quarter ended March ~~11, 2020, the World Health Organization declared a novel strain of coronavirus ("COVID-19") a pandemic,~~31, 2021, NNN and ~~on March 13, 2020, the United States declared a national emergency with respect~~its tenants continue to ~~COVID-19. As a result,~~be impacted by the COVID-19 pandemic ~~is negatively affecting almost every industry directly or indirectly.~~which

Although various states have lifted or modified certain restrictions, the initial actions taken by the government to mitigate the spread of COVID-19 by ordering closure of many businesses and ordering residents to generally stay at home has resulted in the loss of revenue for ~~many of NNN's~~certain tenants and challenged their ability to pay rent. ~~As a result, these economic hardships have had a negative effect on NNN's financial results, including recognizing revenue on a cash basis from certain of its tenants.~~

NNN is actively working with its tenants that have been impacted by the business closures or other social-distancing practices resulting from the COVID-19 pandemic. Certain tenants have requested adjustments to their lease terms, primarily consisting of short-term deferrals of 30 to 90 days of rent. NNN is negotiating terms with these tenants that would require the deferred rental revenues to be paid at a later time in the lease term, typically over 3 to 18 months with payment beginning in fourth quarter 2020. Rent collections may continue below amounts required under the leases until economic activity materially improves. Rent collections and rent relief requests for the quarter and nine months ended September 30, 2020, may not be indicative of rent collections and requests in the future. Depending upon the duration of impact on tenants and the overall economic downturn resulting from the COVID-19 pandemic, NNN may find deferred rents difficult to collect.

A prolonged continuation of business closures or other social-distancing practices may adversely impact NNN's tenants’ ability to generate sufficient revenues to meet financial obligations, and could force tenants to default on their leases, or result in the bankruptcy of tenants, which would diminish the rental revenue NNN receives under its leases. The rapid development and fluidity of the pandemic precludes any prediction as to the ultimate adverse impact on the economy, retailing and NNN. Nevertheless, the economic downturn presents material uncertainty and risk with respect to NNN’s performance, business or financial condition, results from operations and cash flows.

NNN has ~~materially curtailed new property investments in 2020 in order to better gauge the impact of the economic downturn on retailers, retail real estate, capital markets and investment returns.~~

~~Business Continuity~~

The full extent of the effects of the economic downturn on NNN's business, results of operations, cash flows, and growth prospects is highly uncertain and will ultimately depend on future developments, none of which can be predictedentered into rent deferral lease amendments with ~~any certainty. See Item "1A. Risk Factors."~~

As a result of the COVID-19 pandemic, NNN has transitioned a large portion of its associates to work remotely without any adverse impact on its ability to continue to operate its business nor did this transition have any material adverse impact on NNN's financial reporting systems, internal controls over financial reporting or disclosure controls and procedures.certain tenants (See Note 2).

Principles of Consolidation – NNN’s condensed consolidated financial statements include the accounts of each of the 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”) Accounting Standards Codifications ("ASC") guidance included in Consolidation. All significant intercompany account balances and transactions have been eliminated.

Real Estate Portfolio – NNN records the acquisition of real estate at cost, including acquisition and closing costs. The cost of Properties developed or funded 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. NNN recorded ~~$1,218,000~~$63,000 and ~~$797,000~~$466,000 in capitalized interest during the development period for the ~~nine months ended September 30, 2020 and 2019, respectively, of which $332,000 and $327,000 was recorded during the~~ quarters ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

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

The fair value estimate is sensitive to significant assumptions, such as establishing a range of relevant market assumptions for land, building and rent and where the acquired property falls within that range. These market assumptions for land, building and rent use the most relevant comparable properties for an acquisition. The final range relies upon ranking comparable properties' attributes from most similar to least similar.

The fair value of the tangible assets of an acquired 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 options. 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 in

that period. The value of tenant relationships is reviewed on individual transactions to determine if future value was derived from the acquisition.

Lease Accounting – In accordance with FASB Accounting Standards Update ("ASU") 2016-02, "Leases (Topic 842)," ("ASC 842"), NNN reviews the collectability of its accounts receivable, including accrued rental income, 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 probability of collection. In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the expected recovery of pre-petition and post-petition bankruptcy claims. NNN includes an allowance for doubtful accounts in ~~rental income~~ on the Condensed Consolidated Statements of Income and Comprehensive Income. At the point NNN deems the collection of lease payments not probable, a bad debt is recognized for any outstanding receivable and any related accrued rent and, subsequently, any lease revenue is only recognized when cash receipts are received. As a result of the review of tenant receivables’ collectability, NNN recorded a write-off of $14,758,000 of outstanding receivables and related accrued rent during the quarter and nine months ended September 30, 2020, and subsequently reclassified certain tenants as cash basis for accounting purposes.

During the quarter and nine months ended September 30, 2020, NNN recognized revenue on a cash basis of $2,203,000 and $2,406,000, respectively. NNN did 0t recognize revenue on a cash basis during the quarter and nine months ended September 30, 2019. As of September 30, 2020, approximately 4 percent of total Properties, and approximately 6 percent of aggregate gross leasable area held in the Property Portfolio, was leased to 6 tenants that NNN has determined to recognize revenue from on a cash basis.

~~In accordance with ASC 842,~~ NNN recorded Right-Of-Use ("ROU") assets and operating lease liabilities ~~of approximately $7,735,000 and $10,155,000 respectively,~~ as ~~of January 1, 2019.~~lessee under operating leases.

In April 2020, the FASB issued interpretive guidance relating to the accounting for lease concessions provided as a result of COVID-19. In this guidance, entities can elect not to apply lease modification accounting with respect to such lease concessions and instead, treat the concession as if it was a part of the existing contract. This guidance is only applicable to COVID-19 related lease concessions that do not result in a substantial increase in the rights of the lessor or the obligations of the lessee. NNN ~~has~~ elected to make this policy election for COVID-19 lease concessions, including the rent deferral lease amendments effective during the ~~nine months~~year ended ~~September 30, 2020.~~December 31, 2020 and the quarter ended March 31, 2021.

~~Debt Costs – Notes Payable~~– ~~Debt costs incurred~~In accordance with ASC 842, NNN reviews the collectability of its lease payments on an ongoing basis. NNN considers collectability indicators when analyzing accounts receivable (and accrued rent) and historical bad debt levels, tenant credit-worthiness and current economic trends, all of which assists in evaluating the probability of outstanding and future lease payment collections. In addition, tenants in bankruptcy are analyzed and considerations are made in connection with the ~~issuance~~expected recovery of ~~NNN’s notes payable have been deferred~~pre-petition and post-petition bankruptcy claims. At the point NNN deems the collection of lease payments not probable, previously recognized rental revenue and any related accrued rent is reversed and, subsequently, any lease revenue is only recognized when cash receipts are ~~being amortized to interest expense over the term~~received. As a result of the ~~respective debt obligation using~~review of lease payments collectability, no outstanding receivables and related accrued rent were written off during the ~~effective interest method. These costs of $31,140,000~~quarter ended March 31, 2021 and ~~$26,932,000,~~no tenants were reclassified as ~~of September 30, 2020 and December 31, 2019, respectively, are included~~cash basis for accounting purposes.

NNN includes an allowance for doubtful accounts in ~~notes payable~~rental income on the ~~Condensed~~ Consolidated ~~Balance Sheets net~~Statements of ~~accumulated amortization~~Income and Comprehensive Income.

As of ~~$8,705,000~~March 31, 2021, approximately 6 percent of total Properties, and ~~$8,962,000, respectively.~~approximately 8 percent of aggregate gross leasable area held in the Property Portfolio, was leased to 12 tenants that NNN has determined to recognize revenue on a cash basis. During the quarters ended March 31, 2021 and 2020, NNN recognized $11,314,000 and $203,000, respectively, of rental income from certain tenants for periods following their classification to cash basis for accounting.

Impairment – Real Estate – Based upon certain events or changes in circumstances, management periodically assesses its Properties for possible impairment whenever the carrying value 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 currently vacant or become vacant inand the ability to sell properties at a ~~reasonable period of time.~~price that exceeds NNN's carrying value. Management evaluates whether an impairment in carrying value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), and the residual value of the real estate, with the carrying value of the individual asset. The future undiscounted cash flows are primarily driven by estimated future market rents. Future cash flow estimates are sensitive to the assumptions made by management regarding future market rents, which are affected by expectations about future market and economic conditions. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its estimated fair value. NNN's Properties are leased primarily to retail tenants under long-term net leases and primarily held for investment. Generally, NNN’s Property leases provide for

initial terms of 10 to 20 years, which provide for cash flows over this term. NNN generally intends to hold these assets for the long-term, therefore, a temporary change in cash flows due to COVID-19 alone would not be an indicator of impairment.

Credit Losses on Financial Instruments – ~~Effective January 1, 2020, NNN adopted~~ FASB ASU 2016-13, “Financial Instruments - Credit Losses (Topic 326),” (“ASC 326”). The amendments in this update replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates.

~~ASU 326~~ requires entities to estimate an expected lifetime credit loss on financial assets ranging from short-term trade accounts receivable to long-term financings. The ~~new~~ guidance requires a lifetime credit loss expected at inception and requires pooling of assets, which share similar risk characteristics. NNN is required to evaluate current economic conditions, as well as, make future expectations of economic conditions. In addition, the measurement of the expected credit loss is over the asset’s contractual term.

As of ~~September 30,~~March 31, 2021 and December 31, 2020, NNN had ~~a mortgage~~mortgages receivable of ~~$2,569,000~~$2,395,000 and $2,482,000, respectively, included in other assets on the Condensed Consolidated Balance Sheets, net of ~~$164,000~~$153,000 and $158,000 allowance for credit ~~loss.~~loss, respectively. NNN measures the allowance for credit loss based on the fair value of the collateral and the historical collectability trend analysis over 15 years.

~~Adoption~~Debt Costs – Notes Payable– Debt costs incurred in connection with the issuance of ~~ASC 326 did not materially impact~~ NNN’s ~~financial position or results~~notes payable have been deferred and are being amortized to interest expense over the term of ~~operations~~the respective debt obligation using the effective interest method. These costs of $33,177,000 and ~~had no impact~~$31,140,000, as of March 31, 2021 and December 31, 2020, respectively, are included in notes payable on ~~cash flows.~~the Condensed Consolidated Balance Sheets net of accumulated amortization of $7,543,000 and $9,317,000, 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 September 30,				Nine Months Ended September 30,					Quarter Ended March 31,
		2020		2019		2020		2019			2021		2020
Basic and Diluted Earnings:	Basic and Diluted Earnings:									Basic and Diluted Earnings:
Net earnings attributable to NNN	Net earnings attributable to NNN	$	56,069	$	66,693	$	167,512	$	225,394	Net earnings attributable to NNN	$	56,587	$	65,178
Less: Series E preferred stock dividends		0		(4,097)		0		(12,291)

Less: Series F preferred stock dividends	Less: Series F preferred stock dividends	(4,485)		(4,485)		(13,455)		(13,455)		Less: Series F preferred stock dividends	(4,485)		(4,485)
Net earnings available to NNN’s common stockholders	Net earnings available to NNN’s common stockholders	51,584		58,111		154,057		199,648		Net earnings available to NNN’s common stockholders	52,102		60,693
Less: Earnings allocated to unvested restricted shares	Less: Earnings allocated to unvested restricted shares	(179)		(163)		(516)		(412)		Less: Earnings allocated to unvested restricted shares	(151)		(160)
Net earnings used in basic and diluted earnings per share	Net earnings used in basic and diluted earnings per share	$	51,405	$	57,948	$	153,541	$	199,236	Net earnings used in basic and diluted earnings per share	$	51,951	$	60,533

Basic and Diluted Weighted Average Shares Outstanding:	Basic and Diluted Weighted Average Shares Outstanding:									Basic and Diluted Weighted Average Shares Outstanding:
Weighted average number of shares outstanding	Weighted average number of shares outstanding	173,596,374		165,737,947		172,579,042		163,421,419		Weighted average number of shares outstanding	175,391,723		171,827,815
Less: Unvested restricted stock		(344,429)		(316,856)		(332,730)		(272,185)
Less: Unvested restricted shares										Less: Unvested restricted shares	(288,658)		(311,553)
Less: Unvested contingent restricted shares	Less: Unvested contingent restricted shares	(570,809)		(537,582)		(539,735)		(507,973)		Less: Unvested contingent restricted shares	(513,765)		(477,245)
Weighted average number of shares outstanding used in basic earnings per share	Weighted average number of shares outstanding used in basic earnings per share	172,681,136		164,883,509		171,706,577		162,641,261		Weighted average number of shares outstanding used in basic earnings per share	174,589,300		171,039,017
Other dilutive securities	Other dilutive securities	101,130		478,222		108,800		484,802		Other dilutive securities	125,317		192,811
Weighted average number of shares outstanding used in diluted earnings per share	Weighted average number of shares outstanding used in diluted earnings per share	172,782,266		165,361,731		171,815,377		163,126,063		Weighted average number of shares outstanding used in diluted earnings per share	174,714,617		171,231,828

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) for the ~~nine months~~quarter ended ~~September 30, 2020,~~March 31, 2021, (dollars in thousands):

Gain (Loss) on Cash Flow Hedges (1)
Beginning balance, December 31, 2019 $ (11,128)
Other comprehensive income (loss) (7,617)
Reclassifications from accumulated other comprehensive income to net earnings 1,663 (2)
Net other comprehensive income (loss) (5,954)
Ending balance, September 30, 2020 $ (17,082)


	Gain (Loss) on Cash Flow Hedges (1)
Beginning balance, December 31, 2020	$	(16,445)


Reclassifications from accumulated other comprehensive income to net earnings	1,368		(2)
Net other comprehensive income (loss)	1,368
Ending balance, March 31, 2021	$	(15,077)

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

(2) Recorded in interest expense on the Condensed Consolidated Statements of Income and Comprehensive Income.

~~New Accounting Pronouncements~~ – In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes,” ("ASU 2019-12"), effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. The amendments simplify the accounting for income taxes by removing certain exceptions to the general principles in Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance. The adoption of ASU 2019-12 will not have a significant impact on NNN's financial position or results of operations.

Use of Estimates – ~~Management has made a number~~Additional critical accounting policies of NNN include management’s estimates and assumptions relating to the reporting of assets and liabilities, revenues and expenses and the disclosure of contingent assets and liabilities and are required to prepare ~~these~~the condensed consolidated financial statements in conformity with ~~GAAP.~~accounting principles generally accepted in the United States of America. Significant accounting policies include management’s estimates ~~include provisions for impairment and allowances for certain assets, accruals,~~of the useful lives used in calculating depreciation expense relating to real estate asset purchase accounting for acquisition of real estate subject to a lease, the recoverability of the carrying value of long-lived assets and ~~purchase price allocation.~~management's evaluation of the probability of outstanding and future lease payment collections. Actual results could differ from those estimates.

~~Reclassification~~ ~~– Certain items in the prior year’s condensed consolidated financial statements and notes to condensed consolidated financial statements have been reclassified to conform to the 2020 presentation.~~

Note 2 – Real Estate:

Real Estate – Portfolio

Leases – ~~The following outlines key information~~At March 31, 2021, NNN’s real estate portfolio had a weighted average remaining lease term of 10.6 years and consisted of 3,150 leases classified as operating leases and an additional 6 leases accounted for ~~NNN’s leases:~~as direct financing.


			~~September 30, 2020~~
~~Lease classification:~~
~~Operating~~			~~3,109~~
~~Direct financing~~			6

~~Weighted average remaining lease term (years)~~			~~10.7~~

The following is a summary of the general structure of the leases in the Property Portfolio, although the specific terms of each lease can vary significantly. Generally, the Property leases provide for initial terms of 10 to 20 years. The Properties are generally leased under net leases, pursuant to which the tenant typically bears responsibility for substantially all property costs and expenses associated with ongoing maintenance, repair, replacement and operation of the property, including utilities, property taxes and property and liability insurance. Certain Properties are subject to leases under which NNN retains responsibility for specific costs and expenses of the Property. NNN's leases provide for annual base rental payments (generally payable in monthly installments), and generally provide for limited increases in rent as a result of (i) increases in the Consumer Price Index ("CPI"), (ii) fixed increases, or, to a lesser extent, (iii) increases in the tenant’s sales volume.

Generally, NNN's leases provide the tenant with one or more multi-year renewal options, subject to generally the same terms and conditions provided under the initial lease term, including rent increases. NNN’s lease term is based on the non-cancellable base term unless economic incentives make it reasonably certain that an option period to extend the lease will be exercised, in which event NNN includes the options. Some of the leases also provide that in the event NNN wishes to sell the Property subject to that lease, NNN first must offer the lessee the right to purchase the Property on the same terms and conditions as any offer which NNN intends to accept for the sale of the Property.

As ~~a result~~ of ~~the COVID-19 pandemic, as of September 30, 2020,~~March 31, 2021, NNN has entered into rent deferral lease amendments with certain tenants, ~~representing approximately 6%~~for an aggregate $51,269,000 and $4,677,000 of ~~the annual~~ rent originally due for the ~~year~~years ending December 31, ~~2020. On~~2020 and 2021, respectively. The rent deferral lease amendments require the deferred rents to be repaid at a later time during the lease term. Approximately $3,259,000 of deferred rent was repaid in 2020 and approximately $10,817,000 of deferred rent was repaid during the quarter ended March 31, 2021. An additional $21,107,000 is due in 2021, with the remaining deferred rent to be collected periodically by December 31, 2025.

119

~~average, 2.7 months~~Historical rent collections and rent relief requests may not be indicative of ~~rent was deferred with approximately 77% of deferred rent originally due~~collections and requests in the ~~second quarter of 2020~~future. Depending on the macroeconomic conditions and ~~23% originally due in~~ the ~~third quarter of 2020. Approximately 66% of this deferred rent is due to be paid to NNN by June 30, 2021 and 89% is due by December 31, 2021.~~ ~~Depending upon the duration of~~ impact on tenants, ~~and the overall economic downturn resulting from the COVID-19 pandemic, NNN~~deferred rents may ~~find deferred rents~~be difficult to collect.

Real Estate Portfolio – ~~Accounted for Using the Operating Method~~ ~~– Real~~NNN's real estate ~~subject to operating leases~~ consisted of the following at (dollars in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Land and improvements(1)	Land and improvements(1)	$	2,479,994	$	2,491,073	Land and improvements(1)	$	2,501,471	$	2,489,243
Buildings and improvements	Buildings and improvements	5,937,116		5,916,425		Buildings and improvements	6,098,338		6,009,797
Leasehold interests	Leasehold interests	355		355		Leasehold interests	355		355
		8,417,465		8,407,853			8,600,164		8,499,395
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	(1,276,495)		(1,147,918)		Less accumulated depreciation and amortization	(1,358,764)		(1,317,407)
		7,140,970		7,259,935			7,241,400		7,181,988
Work in progress for buildings and improvements	Work in progress for buildings and improvements	27,022		27,439		Work in progress for buildings and improvements	4,309		26,673
Accounted for using the operating method						Accounted for using the operating method	7,245,709		7,208,661
Accounted for using the direct financing method						Accounted for using the direct financing method	3,904		3,994
		$	7,167,992	$	7,287,374		$	7,249,613	$	7,212,655

(1)Includes ~~$9,449~~$2,328 and ~~$16,930~~$8,421 in land for Properties under construction at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, respectively.

NNN recognized the following revenues in rental income (dollars in thousands):


		Quarter Ended September 30,				Nine Months Ended September 30,					Quarter Ended March 31,
		2020		2019		2020		2019			2021		2020
Rental income from operating leases	Rental income from operating leases	$	153,825	$	163,674	$	481,858	$	482,306	Rental income from operating leases	$	173,583	$	168,733
Earned income from direct financing leases	Earned income from direct financing leases	161		204		487		624		Earned income from direct financing leases	158		164
Percentage rent	Percentage rent	160		329		728		1,051		Percentage rent	104		403
Real estate expense reimbursement from tenants	Real estate expense reimbursement from tenants	3,719		4,017		12,818		11,865		Real estate expense reimbursement from tenants	5,353		5,247
		$	157,865	$	168,224	$	495,891	$	495,846		$	179,198	$	174,547

Some leases provide for a free rent period or scheduled rent increases throughout the lease term. Such amounts are recognized on a straight-line basis over the terms of the leases.

For the ~~nine months~~quarter ended ~~September 30,~~March 31, 2020, ~~and 2019,~~ NNN recognized ~~$33,022,000 and $1,354,000, respectively, of~~ accrued rental income, net of reserves and write-offs of ~~which $2,305,000 and $429,000 was recorded during~~($177,000).

During the ~~quarters~~quarter ended ~~September 30, 2020 and 2019, respectively. Included in~~March 31, 2021, NNN recognized accrued rental income, ~~are~~net of reserves and write-offs of ($8,445,000), which includes ($9,385,000) of net straight-line accrued rent from rent deferral repayments related to the impacts of the rent deferral lease amendments NNN entered into as a result of the COVID-19 pandemic. ~~During the quarter and nine months ended September 30, 2020, NNN recorded $8,499,000 and $38,938,000 of net accrued rental income related to such amendments.~~

Additionally, as a result of reclassifying certain tenants as cash basis for accounting purposes during the third quarter of 2020, NNN wrote-off approximately $11,393,000 of accrued rental income for the quarter and nine months ended September 30, 2020.

At ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the balance of accrued rental income was ~~$61,754,000~~$45,450,000 and ~~$28,897,000,~~$53,958,000, respectively, net of allowance of ~~$7,978,000~~$6,030,000 and ~~$1,842,000,~~$6,947,000, respectively.

1210

Real Estate – Intangibles

In accordance with purchase accounting for the acquisition of real estate subject to a lease, NNN has recorded intangible assets and lease liabilities that consisted of the following at (dollars in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Intangible lease assets (included in other assets):	Intangible lease assets (included in other assets):					Intangible lease assets (included in other assets):
Above-market in-place leases	Above-market in-place leases	$	15,828	$	15,754	Above-market in-place leases	$	15,408	$	15,474
Less: accumulated amortization	Less: accumulated amortization	(10,444)		(9,897)		Less: accumulated amortization	(10,327)		(10,271)
Above-market in-place leases, net	Above-market in-place leases, net	$	5,384	$	5,857	Above-market in-place leases, net	$	5,081	$	5,203

In-place leases	In-place leases	$	119,868	$	119,846	In-place leases	$	121,486	$	118,416
Less: accumulated amortization	Less: accumulated amortization	(68,208)		(64,918)		Less: accumulated amortization	(68,986)		(68,695)
In-place leases, net	In-place leases, net	$	51,660	$	54,928	In-place leases, net	$	52,500	$	49,721

Intangible lease liabilities (included in other liabilities):	Intangible lease liabilities (included in other liabilities):					Intangible lease liabilities (included in other liabilities):
Below-market in-place leases	Below-market in-place leases	$	41,786	$	41,767	Below-market in-place leases	$	41,077	$	41,101
Less: accumulated amortization	Less: accumulated amortization	(26,358)		(26,135)		Less: accumulated amortization	(26,559)		(26,486)
Below-market in-place leases, net	Below-market in-place leases, net	$	15,428	$	15,632	Below-market in-place leases, net	$	14,518	$	14,615

The amounts amortized as a net increase to rental income for above-market and below-market in-place leases for the ~~nine months ended September 30, 2020 and 2019, were $711,000 and $579,000, respectively of which $301,000 and $178,000 was recorded for the~~ quarters ended ~~September 30,~~March 31, 2021 and 2020, were $162,000 and ~~2019,~~$220,000, respectively. The value of in-place leases amortized to expense for the ~~nine months ended September 30, 2020 and 2019, were $6,364,000 and $5,946,000, respectively, of which $2,027,000 and $1,904,000 was recorded for the~~ quarters ended ~~September 30,~~March 31, 2021 and 2020, were $1,800,000 and ~~2019,~~$2,395,000, respectively.

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 and Equipment, including management’s intent to commit to a plan to sell the asset. NNN anticipates the disposition of Properties classified as held for sale to occur within 12 months. As of ~~September 30, 2020,~~March 31, 2021, NNN had 35 of its Properties categorized as held for sale. NNN's real estate held for sale at December 31, ~~2019,~~2020, included 85 Properties, 54 of which were sold in ~~2020.~~2021. Real estate held for sale consisted of the following as of (dollars in thousands):


		September 30, 2020		December 31, 2019			March 31, 2021		December 31, 2020
Land and improvements	Land and improvements	$	3,703	$	6,908	Land and improvements	$	4,313	$	3,841
Building and improvements	Building and improvements	4,695		7,610		Building and improvements	5,480		4,971
		8,398		14,518			9,793		8,812
Less accumulated depreciation and amortization	Less accumulated depreciation and amortization	(2,386)		(3,750)		Less accumulated depreciation and amortization	(2,316)		(2,536)
Less impairment	Less impairment	(604)		(1,107)		Less impairment	(979)		(605)
		$	5,408	$	9,661		$	6,498	$	5,671

Real Estate – Dispositions

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


		Quarter Ended September 30,						Nine Months Ended September 30,							Quarter Ended March 31,
		2020			2019			2020			2019				2021			2020
		# of Sold Properties	Net Gain		# of Sold Properties	Net Gain		# of Sold Properties	Net Gain		# of Sold Properties	Net Gain			# of Sold Properties	Net Gain		# of Sold Properties	Net Gain
Gain on disposition of real estate	Gain on disposition of real estate	3	$	148	13	$	2,061	25	$	13,637	43	$	25,508	Gain on disposition of real estate	11	$	4,281	14	$	12,770

1311

Real Estate – Commitments

NNN has committed to fund construction on 78 Properties. The improvements on such Properties are estimated to be completed within 12 months. These construction commitments, as of ~~September 30, 2020,~~March 31, 2021, are outlined in the table below (dollars in thousands):



Total commitment(1)	$	~~47,424~~12,077
Less amount funded	~~36,471~~6,637
Remaining commitment	$	~~10,953~~5,440
(1)Includes land, construction costs, tenant improvements, lease costs and capitalized interest.

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 changes in real estate market conditions, the ability of NNN to re-lease properties that are currently vacant or become vacant, and the ability to sell properties at a price that exceeds NNN's carrying value. ~~Impairments~~Management evaluates whether an impairment in carrying value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), and the residual value of the real estate, with the carrying value of the individual asset. The future undiscounted cash flows are ~~measured as~~primarily driven by estimated future market rents. Future cash flow estimates are sensitive to the assumptions made by management regarding future market rents, which are affected by expectations about future market and economic conditions. If an impairment is indicated, a loss will be recorded for the amount by which the ~~current book~~carrying value of the asset exceeds ~~the~~its estimated fair ~~value of the asset.~~value. NNN's Properties are leased primarily to retail tenants under long-term net leases and primarily held for investment. Generally, NNN’s Property leases provide for initial terms of 10 to 20 years, which provide for cash flows over this term. NNN generally intends to hold these assets for the long-term, therefore, a temporary change in cash flows due to COVID-19 alone would not be an indicator of impairment. 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 ~~$33,062,000~~$2,131,000 and ~~$21,124,000~~$5,513,000 for ~~the nine months ended September 30, 2020 and 2019, respectively, of which $5,695,000 and $10,692,000 was recorded during~~ the quarters ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ 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.

Note 3 – Line of Credit Payable:

NNN's $900,000,000 unsecured revolving credit facility ~~(as amended by the 2020 Amendment (as defined below), the~~(the "Credit Facility") had a0 weighted average outstanding balance ~~of $25,239,000 and a weighted average interest rate of 2.6%~~ during the ~~nine months~~quarter ended ~~September 30, 2020.~~March 31, 2021. The Credit Facility matures January 2022, unless the Company exercises its option to extend maturity to January 2023. The Credit Facility bears interest at LIBOR plus 87.5 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 which permits NNN to increase the facility size up to $1,600,000,000, subject to lender approval. In May 2020, NNN amended its Credit Facility to include the addition of new terms and definitions, and to restate certain other definitions under the former unsecured revolving credit agreement, some of which modified the financial covenant calculations ("2020 Amendment"). As of ~~September 30, 2020,~~March 31, 2021, there was 0 outstanding balance and $900,000,000 was available for future borrowings under the Credit Facility, and NNN was in compliance with each of the financial covenants.

Note 4 – Notes Payable:

In ~~February 2020,~~March 2021, NNN filed a prospectus supplement to the prospectus contained in its ~~February 2018~~August 2020 shelf registration statement and ~~subsequently, in March 2020,~~ issued ~~$400,000,000~~$450,000,000 aggregate principal amount of ~~2.500%~~3.500% notes due April ~~2030~~2051 (the ~~“2030~~“2051 Notes”~~) and $300,000,000 aggregate principal amount of 3.100% notes due April 2050 (the "2050 Notes" and, together with the 2030 Notes, the "Notes"~~).

The ~~2030~~2051 Notes were sold at a discount with an aggregate purchase price of ~~$398,712,000~~$441,594,000 with interest payable semi-annually commencing on October 15, ~~2020.~~2021. The discount of ~~$1,288,000~~$8,406,000 is being amortized to interest expense over the term of the notes using the effective interest method. The effective interest rate for the ~~2030~~2051 Notes after accounting for the note discount is ~~2.536%~~3.602%. NNN previously entered into 3 forward starting swaps with an aggregate notional amount of $200,000,000. Upon issuance of the 2030 Notes, NNN terminated the forward starting swaps resulting in a loss of $13,141,000, which was deferred in other comprehensive income. The loss is being amortized to interest expense over the term of the 2030 Notes using the effective interest method.

The 2050 Notes were sold at a discount with an aggregate purchase price of $293,934,000 with interest payable semi-annually commencing on October 15, 2020. The discount of $6,066,000 is being amortized to interest expense over the term of the notes using the effective interest method. The effective interest rate for the 2050 Notes after accounting for the note discount is 3.205%.

~~The~~2051 Notes are senior unsecured obligations of NNN and are subordinated to all secured ~~indebtedness~~debt and to the ~~indebtedness~~debt and other liabilities of NNN's subsidiaries. Additionally, the Notes are each 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 ~~February 18, 2020,~~March 10, 2021, relating to the 2051 Notes.

NNN received approximately ~~$395,062,000 and $290,459,000~~$436,417,000 of net proceeds in connection with the issuance of the ~~2030~~2051 Notes, ~~and the 2050 Notes, respectively,~~ after incurring debt issuance costs consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses, totaling ~~$3,650,000 and $3,475,000~~$5,177,000 for the ~~2030 Notes and the 2050 Notes, respectively.~~2051 Notes.

In March ~~2020,~~2021, NNN redeemed the ~~$325,000,000 3.800%~~$350,000,000 3.300% notes payable due ~~October 2022.~~April 2023. The notes were redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount of ~~$16,679,000,~~$21,328,000, and (ii) accrued and unpaid interest.

Note 5 – Stockholders' Equity:

In August 2020, 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 Purchase Plan~~ – In February 2018, 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 10,000,000 shares of common stock. The following table outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands):

Nine Months Ended September 30,
2020 2019
Shares of common stock 121,988 309,127
Net proceeds $ 4,458 $ 16,481

At-The-Market Offerings – Under NNN's shelf registration statement, 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:

2020 ATM

2018 ATM

2020 ATM

2018 ATM

Established date

August 2020

February 2018

Established date

August 2020

February 2018

Termination date

August 2023

August 2020

Termination date

August 2023

August 2020

Total allowable shares

17,500,000

12,000,000

Total allowable shares

17,500,000

12,000,000

Total shares issued as of September 30, 2020

84,501

11,272,034

Total shares issued as of March 31, 2021

1,599,304

11,272,034

The following table outlines the common stock issuances pursuant to NNN's ATM equity programs for the quarter ended March 31, 2021 (dollars in thousands, except per share data):

Nine Months Ended September 30,
2020 2019
Shares of common stock 1,634,350 2,344,022
Average price per share (net) $ 36.56 $ 53.73
Net proceeds $ 59,752 $ 125,946
Stock issuance costs(1)
$ 1,151 $ 1,390
(1) Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.



	2021
Shares of common stock	30,000
Average price per share (net)	$	38.59
Net proceeds	$	1,158
Stock issuance costs(1)	$	75
(1) Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.

There were no common stock issuances pursuant to NNN's ATM equity program for the quarter ended March 31, 2020.

Dividend Reinvestment and Stock Purchase Plan – In February 2021, 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 6,000,000 shares of common stock. The following table outlines the common stock issuances pursuant to NNN's DRIP (dollars in thousands):


	Quarter Ended March 31,
	2021		2020
Shares of common stock	15,769		12,528
Net proceeds	$	569	$	696

1513

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 September 30,				Nine Months Ended September 30,					Quarter Ended March 31,
		2020		2019		2020		2019			2021		2020

Series E preferred stock(1):
Dividends		$	0	$	4,097	$	0	$	12,291
Per depositary share		0		0.356250		0		1.068750

Series F preferred stock(2):

Series F preferred stock(1):										Series F preferred stock(1):
Dividends	Dividends	4,485		4,485		13,455		13,455		Dividends	$	4,485	$	4,485
Per depositary share	Per depositary share	0.325000		0.325000		0.975000		0.975000		Per depositary share	0.3250		0.3250

Common stock:	Common stock:									Common stock:
Dividends	Dividends	89,947		83,935		266,365		245,574		Dividends	90,848		88,148
Per share	Per share	0.520		0.515		1.550		1.515		Per share	0.5200		0.5150

(1)The 5.700% Series E Cumulative Redeemable Preferred Stock (the "Series E Preferred Stock") was redeemed in October 2019. The dividends paid in 2019 include accumulated and unpaid dividends through, but not including, the redemption date.

~~(2)~~The 5.200% Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock") has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series F Preferred Stock is October 2021.

In ~~October 2020,~~April 2021, NNN declared a dividend of ~~$0.52~~$0.5200 per share, which is payable in ~~November 2020~~May 2021 to its common stockholders of record as of ~~October~~April 30, ~~2020.~~2021.

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 a 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 starting swaps 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 starting swaps also lock the associated swap spread. Interest rate swaps designated as cash flow hedges are used to hedge the variable cash flows associated with floating rate debt and involve the receipt or payment 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 change 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.

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 recognizes any changes in its fair value in earnings and continues to carry the derivative on the balance sheet or may choose to settle the derivative at that time with a cash payment or receipt. NNN records a cash settlement of forward starting swaps in the Condensed Consolidated Statements of Cash Flows as an operating activity.

1614

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


Notes Payable	Notes Payable	Terminated	Description	Aggregate Notional Amount		Liability (Asset) Fair Value When Terminated		Fair Value Deferred In Other Comprehensive Income (1)		Notes Payable	Terminated	Description	Aggregate Notional Amount		Liability (Asset) Fair Value When Terminated		Fair Value Deferred In Other Comprehensive Income (1)
2023		April 2013	NaN forward starting swaps	$	240,000	$	3,156	$	3,141
2024	2024	May 2014	NaN forward starting swaps	225,000		6,312		6,312		2024	May 2014	NaN forward starting swaps	$	225,000	$	6,312	$	6,312
2025	2025	October 2015	NaN forward starting swaps	300,000		13,369		13,369		2025	October 2015	NaN forward starting swaps	300,000		13,369		13,369
2026	2026	December 2016	NaN forward starting swaps	180,000		(13,352)		(13,345)		2026	December 2016	NaN forward starting swaps	180,000		(13,352)		(13,345)
2027	2027	September 2017	NaN forward starting swaps	250,000		7,690		7,688		2027	September 2017	NaN forward starting swaps	250,000		7,690		7,688
2028	2028	September 2018	NaN forward starting swaps	250,000		(4,080)		(4,080)		2028	September 2018	NaN forward starting swaps	250,000		(4,080)		(4,080)
2030	2030	March 2020	NaN forward starting swaps	200,000		13,141		13,141		2030	March 2020	NaN forward starting swaps	200,000		13,141		13,141

(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 ~~September 30, 2020, $17,082,000~~March 31, 2021, $15,077,000 remained in other comprehensive income related to NNN’s previously terminated interest rate hedges. During the ~~nine months~~quarters ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ NNN reclassified out of other comprehensive income ~~$1,663,000~~$1,368,000 and ~~$975,000, respectively, of which $642,000 and $327,000 was reclassified during the quarters ended September 30, 2020 and 2019,~~$383,000, respectively, as an increase in interest expense. Over the next 12 months, NNN estimates that an additional ~~$2,574,000~~$2,271,000 will be reclassified as an increase in interest expense from these terminated derivatives. 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 ~~September 30, 2020.~~March 31, 2021.

Note 7 – 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 mortgages payable at ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, approximate fair value based upon current market prices of comparable instruments (Level 3). At ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019,~~2020, the fair value of NNN’s notes payable net of unamortized discount and excluding debt costs was ~~$3,437,058,000~~$3,502,237,000 and ~~$3,074,538,000,~~$3,532,908,000, respectively, based upon quoted market prices, which is a Level 1 valuation since NNN's notes payable are publicly traded.

Note 8 – Subsequent Events:

NNN reviewed its subsequent events and transactions that have occurred after ~~September 30, 2020,~~March 31, 2021, the date of the condensed consolidated balance sheet.

NNN is actively working with its tenants that have been impacted by the economic downturn which presents material uncertainty and risk with respect to NNN’s performance, business, financial condition, results from operations and cash flows. As of ~~October~~April 28, ~~2020,~~2021, NNN had collected approximately ~~90%~~97% of rent originally due in the quarter ended ~~September 30, 2020~~March 31, 2021 and ~~94%~~98% of rent originally due in ~~October 2020.~~April 2021.

There were no other reportable subsequent events or transactions.

1715

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, ~~2019~~2020 ("~~2019~~2020 Annual Report"). The terms “NNN” and the “Company” refer to National Retail Properties, Inc. and all of its consolidated subsidiaries.

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”). Also, when NNN uses any of the words “anticipate,” “assume,” “believe,” “estimate,” “expect,” “intend,” or similar expressions, NNN is making forward-looking statements. Although management believes that the expectations reflected in such forward-looking statements are based upon present expectations and reasonable assumptions, NNN’s actual results could differ materially from those set forth in the forward-looking statements. Further, forward-looking statements speak only as of the date they are made, and NNN undertakes no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law. The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statement:

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

•An epidemic or pandemic (such as the outbreak and worldwide spread of ~~COVID-19)~~a novel strain of coronavirus ("COVID-19")), and the measures that international, federal, state and local governments, agencies, law enforcement and/or health authorities implement to address it, may precipitate or materially exacerbate one or more of the other risks, and may significantly disrupt NNN's tenants' ability to operate their businesses and/or pay rent to NNN or prevent NNN from operating its business in the ordinary course for an extended period;

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

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

•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;

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

•Competition from numerous other ~~REITs,~~real estate investment trusts (“REIT”), commercial developers, real estate limited partnerships and other investors may impede ~~NNN's~~NNN’s ability to grow;

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

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

•NNN's ability to fully control the management of its net-leased properties may be limited;

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

•~~NNN's failure to maintain effective internal control over financial reporting could have a material adverse effect on its business, operating results and the market value of NNN's securities;~~

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

•Future investment in international markets could subject NNN to additional risks;

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

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

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

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

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

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

•~~The phase-out of LIBOR could affect interest rates under NNN's variable rate debt;~~

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

•NNN's real estate investments are illiquid;

•NNN may be subject to known or unknown environmental liabilities and risks, including but not limited to liabilities and risks resulting from the existence of hazardous materials on or under Properties owned by NNN;

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

•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 and cash flow and the market value of NNN's securities;~~

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

•The share ownership restrictions of the Internal Revenue Code of 1986, as amended (the "Code"), for REITs and the 9.8% share ownership limit in NNN's charter may inhibit market activity in NNN's shares of stock and restrict NNN's business combination opportunities;

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

•Non-compliance with Title III of the Americans with Disabilities Act of 1990 could have an adverse effect on NNN's business and operating ~~results.~~results;

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

•NNN's failure to maintain effective internal control over financial reporting could have a material adverse effect on its business, operating results and the market value of NNN's securities;

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

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

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

•The phase-out of LIBOR could affect interest rates under NNN's variable rate debt;

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

•Adverse legislative or regulatory tax changes could reduce NNN's earnings and cash flow and the market value of NNN's securities.

Additional information related to these risks and uncertainties are included in "Item 1A. Risk Factors" of NNN's ~~2019~~2020 Annual Report.

These risks and uncertainties may cause NNN's actual future results to differ materially from expected results, 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”)~~REIT formed in 1984. NNN's assets are primarily real estate assets. NNN acquires, owns, invests in and develops properties that are leased primarily to retail tenants under long-term net leases and are primarily held for investment ("Properties" or "Property Portfolio", or individually a "Property").

As of ~~September 30, 2020,~~March 31, 2021, NNN owned ~~3,114~~3,161 Properties, with an aggregate gross leasable area of approximately ~~32,421,000~~32,717,000 square feet, located in 48 states, with a weighted average remaining lease term of ~~10.7~~10.6 years. Approximately 98 percent of the Properties were leased as of ~~September 30, 2020.~~March 31, 2021.

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, industry trends and industry performance compared to that of NNN.

NNN evaluates the creditworthiness of its current and prospective tenants. This evaluation may include reviewing available financial statements, store level financial performance, press releases, public credit ratings from major credit rating agencies, industry news publications and financial market data (debt and equity pricing). NNN may also evaluate the business and operations of its tenants, including past payment history and 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 largest 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 could have a material adverse effect on the financial condition and operating performance of NNN.

1917

Impact of COVID-19 on NNN’s Business

~~Overview~~

~~On March 11,~~In 2020, the World Health Organization declared a novel strain of coronavirus ("COVID-19") a pandemic, and on March 13, 2020, the United States declared a national emergency with respect to COVID-19. As a result, the COVID-19 pandemic isand the government reaction to it negatively ~~affecting~~affected almost every industry directly or indirectly.

~~Although various states have lifted certain restrictions, the initial actions taken by the government~~ A number of NNN’s tenants experienced temporary closures of their operations and/or requested adjustments to ~~mitigate the spread of COVID-19 by ordering closure of many businesses and ordering residents to generally stay at home has resulted in the loss of revenue for many of NNN's tenants and challenged~~ their ~~ability to pay rent.~~lease terms during this pandemic. As a result, these economic hardships have increased uncertainty with respect to the collectability of lease payments and have had a negative effect on NNN's financial results, including increased accounts receivables and related ~~allowances.~~ allowances and recognizing revenue on a cash basis from certain of its tenants.

During the quarter ended March 31, 2021, NNN ~~has materially curtailed new property investments in 2020 in order~~and certain of NNN's tenants continue to ~~better gauge the impact of the economic downturn on retailers, retail real estate, capital markets and investment returns.~~

~~NNN is actively working with its tenants that have been~~be impacted by the COVID-19 ~~pandemic.~~ pandemic which has resulted in the continued loss of revenue for certain tenants and challenged their ability to pay rent.

As of ~~October 28, 2020,~~March 31, 2021, NNN ~~had collected approximately 90% of rent originally due in the quarter ended September 30, 2020 and 94% of rent originally due in October 2020.~~

~~As a result of the COVID-19 pandemic, as of September 30, 2020, NNN~~has entered into rent deferral lease amendments with certain tenants ~~representing approximately 6%~~for an aggregate $51,269,000 and $4,677,000 of ~~the annual~~ rent originally due for the ~~year~~years ending December 31, ~~2020. On average, 2.7 months of~~2020 and December 31, 2021, respectively. The rent ~~was~~deferral lease amendments require the deferred ~~with approximately 77%~~rents to be repaid at a later time during the lease term. Approximately $3,259,000 of deferred rent ~~originally~~was repaid in 2020 and approximately $10,817,000 of deferred rent was repaid during the quarter ended March 31, 2021. An additional $21,107,000 is due in 2021, with the ~~second quarter of 2020 and 23% originally due in the third quarter of 2020. Approximately 66% of this~~remaining deferred rent ~~is due~~ to be ~~paid to NNN by June 30, 2021 and 89% is due~~collected periodically by December 31, ~~2021.~~ 2025.

~~Depending upon~~The following table details the ~~duration of impact on tenants and~~rental revenue for the ~~overall economic downturn resulting from the COVID-19 pandemic, NNN may find deferred rents difficult to collect.~~

~~Rental revenues received~~quarter ended March 31, 2021 (collected as of ~~October~~April 28, ~~2020~~2021), excluding the repayments of amounts previously deferred according to the rent deferral lease amendments as a percentage of annualized base rent ~~for the quarter ended September 30, 2020~~:


			% of Total Annual Base Rent(1)		% of Rent Collected				% of Total Annual Base Rent(1)		% of Rent Collected (2)
1.	1.	Convenience stores	18.2	%	99.9	%	1.	Convenience stores	18.0	%	99.9	%
2.	2.	Restaurants – full service	10.5	%	76.2	%	2.	Automotive service	10.7	%	98.7	%
3.	3.	Automotive service	10.2	%	100.0	%	3.	Restaurants - full service	10.2	%	91.5	%
4.	4.	Restaurants – limited service	8.8	%	73.6	%	4.	Restaurants – limited service	9.5	%	99.9	%
5.	5.	Family entertainment centers	6.7	%	85.2	%	5.	Family entertainment centers	6.0	%	99.6	%
6.	6.	Health and fitness	5.3	%	84.9	%	6.	Health and fitness	5.2	%	94.2	%
7.	7.	Theaters	4.5	%	32.9	%	7.	Theaters	4.4	%	75.8	%
8.	8.	Recreational vehicle dealers, parts and accessories	3.5	%	99.7	%	8.	Recreational vehicle dealers, parts and accessories	3.5	%	100.0	%
9.	9.	Automotive parts	3.1	%	100.0	%	9.	Equipment rental	3.1	%	100.0	%
10.	10.	Equipment rental	2.6	%	100.0	%	10.	Automotive parts	3.1	%	99.7	%
11.	11.	Home improvement	2.6	%	99.0	%	11.	Home improvement	2.6	%	99.1	%
12.	12.	Wholesale clubs	2.6	%	99.6	%	12.	Wholesale clubs	2.5	%	100.0	%
13.	13.	Medical service providers	2.2	%	98.8	%	13.	Medical service providers	2.1	%	99.6	%
14.	14.	General merchandise	1.7	%	99.9	%	14.	General merchandise	1.7	%	99.1	%
15.	15.	Furniture	1.7	%	96.9	%	15.	Furniture	1.7	%	99.2	%
16.	16.	Home furnishings	1.6	%	99.2	%	16.	Home furnishings	1.6	%	99.9	%
17.	17.	Consumer electronics	1.5	%	100.0	%	17.	Travel plazas	1.5	%	100.0	%
18.	18.	Travel plazas	1.5	%	100.0	%	18.	Consumer electronics	1.5	%	100.0	%
19.	19.	Drug stores	1.5	%	100.0	%	19.	Drug stores	1.4	%	100.0	%
20.	20.	Bank	1.3	%	100.0	%	20.	Bank	1.3	%	100.0	%
		Other	8.4	%	98.5	%		Other	8.4	%	99.7	%
		Total	100.0	%	90.1	%		Total	100.0	%	97.5	%

(1) Based on annualized base rent for all leases in place as of September 30, 2020.
(1) Based on annualized base rent for all leases in place as of March 31, 2021.							(1) Based on annualized base rent for all leases in place as of March 31, 2021.
(2) As of April 28, 2021, NNN has collected approximately 98% of rent originally due in April 2021.							(2) As of April 28, 2021, NNN has collected approximately 98% of rent originally due in April 2021.

~~Rent~~Historical rent collections ~~may continue below amounts required under the leases until economic activity materially improves. Rent collections for the quarter~~ and ~~nine months ended September 30, 2020,~~rent relief requests may not be indicative of ~~rent~~ collections and requests in the future. Depending ~~upon~~on the ~~duration of~~macroeconomic conditions and the impact on tenants, ~~and the overall economic downturn, NNN~~deferred rents may ~~find deferred rents~~be difficult to collect.

~~A prolonged continuation of business closures or other social-distancing practices may adversely impact NNN's tenants’ ability~~NNN will continue to generate sufficient revenues to meet financial obligations, and could force tenants to default on their leases, or result in the bankruptcy of tenants, which would diminish the rental revenue NNN receives under its leases. Additionally, an increase in the number of vacant properties would increase NNN’s real estate expenses, including expenses associated with ongoing maintenance and repairs, utilities, property taxes and property and liability insurance.

~~NNN has materially curtailed new property investments in 2020 in order to better gauge~~monitor the impact of the economic downturn, ~~on retailers, retail real estate, capital markets and investment returns.~~among other things, when considering new property investments in 2021. As of ~~September 30, 2020,~~March 31, 2021, NNN had ~~$294,860,000~~$311,231,000 of cash and cash equivalents and $900,000,000 available

for borrowings under its unsecured revolving credit facility. ~~While the impacts of COVID-19 are still unfolding,~~ NNN currently expects these combined resources, in addition to the cash provided by NNN's operations to be sufficient to meet NNN's demand for funds.

~~Business Continuity~~

As a result of the COVID-19 pandemic, NNN has transitioned a large portion of its employees to work remotely without any adverse impact on its ability to continue to operate its business nor did this transition have any material adverse impact on NNN's financial reporting systems, internal controls over financial reporting or disclosure controls and procedures.

The rapid development and fluidity of the economic downturn precludes any prediction as to the ultimate adverse impact on the economy, retailing and NNN ~~but~~and will ultimately depend on future developments, none of which can be predicted with any certainty. Nevertheless, the economic downturn presents material uncertainty and risk with respect to NNN’s performance, business or financial condition, results ~~from~~of operations and cash ~~flows.~~flows.

Results of Operations

Property Analysis

General. The following table summarizes the Property Portfolio:


		September 30, 2020		December 31, 2019		September 30, 2019			March 31, 2021		December 31, 2020		March 31, 2020
Properties Owned:	Properties Owned:							Properties Owned:
Number	Number	3,114		3,118		3,057		Number	3,161		3,143		3,125
Total gross leasable area (square feet)	Total gross leasable area (square feet)	32,421,000		32,460,000		32,209,000		Total gross leasable area (square feet)	32,717,000		32,461,000		32,500,000
Properties:	Properties:							Properties:
Leased and unimproved land	Leased and unimproved land	3,063		3,086		3,029		Leased and unimproved land	3,106		3,096		3,088
Percent of Properties – leased and unimproved land	Percent of Properties – leased and unimproved land	98	%	99	%	99	%	Percent of Properties – leased and unimproved land	98	%	99	%	99	%
Weighted average remaining lease term (years)	Weighted average remaining lease term (years)	10.7		11.2		11.2		Weighted average remaining lease term (years)	10.6		10.7		11.1
Total gross leasable area (square feet) – leased	Total gross leasable area (square feet) – leased	31,549,000		31,818,000		31,651,000		Total gross leasable area (square feet) – leased	31,910,000		31,631,000		31,910,000

The following table summarizes the diversification of the Property Portfolio based on the top 20 lines of trade:


			% of Annual Base Rent (1)								% of Annual Base Rent (1)
		Lines of Trade	September 30, 2020		December 31, 2019		September 30, 2019			Lines of Trade	March 31, 2021		December 31, 2020		March 31, 2020
1.	1.	Convenience stores	18.2	%	18.2	%	17.5	%	1.	Convenience stores	18.0	%	18.2	%	18.1	%
2.	2.	Restaurants – full service	10.5	%	11.1	%	11.3	%	2.	Automotive service	10.7	%	10.3	%	9.9	%
3.	3.	Automotive service	10.2	%	9.6	%	9.3	%	3.	Restaurants – full service	10.2	%	10.5	%	11.0	%
4.	4.	Restaurants – limited service	8.8	%	8.8	%	8.8	%	4.	Restaurants – limited service	9.5	%	9.7	%	8.7	%
5.	5.	Family entertainment centers	6.7	%	6.7	%	6.8	%	5.	Family entertainment centers	6.0	%	5.9	%	6.7	%
6.	6.	Health and fitness	5.3	%	5.2	%	5.3	%	6.	Health and fitness	5.2	%	5.3	%	5.2	%
7.	7.	Theaters	4.5	%	4.7	%	4.8	%	7.	Theaters	4.4	%	4.4	%	4.7	%
8.	8.	Recreational vehicle dealers, parts and accessories	3.5	%	3.4	%	3.5	%	8.	Recreational vehicle dealers, parts and accessories	3.5	%	3.5	%	3.4	%
9.	9.	Automotive parts	3.1	%	3.1	%	3.2	%	9.	Equipment rental	3.1	%	2.6	%	2.6	%
10.	10.	Equipment rental	2.6	%	2.6	%	2.7	%	10.	Automotive parts	3.1	%	3.1	%	3.1	%
11.	11.	Home improvement	2.6	%	2.6	%	2.6	%	11.	Home improvement	2.6	%	2.6	%	2.6	%
12.	12.	Wholesale clubs	2.6	%	2.5	%	2.6	%	12.	Wholesale clubs	2.5	%	2.6	%	2.5	%
13.	13.	Medical service providers	2.2	%	2.1	%	2.2	%	13.	Medical service providers	2.1	%	2.2	%	2.1	%
14.	14.	General merchandise	1.7	%	1.8	%	1.8	%	14.	General merchandise	1.7	%	1.7	%	1.7	%
15.	15.	Furniture	1.7	%	1.6	%	1.6	%	15.	Furniture	1.7	%	1.7	%	1.7	%
16.	16.	Home furnishings	1.6	%	1.7	%	1.7	%	16.	Home furnishings	1.6	%	1.6	%	1.6	%
17.	17.	Consumer electronics	1.5	%	1.5	%	1.5	%	17.	Travel plazas	1.5	%	1.5	%	1.5	%
18.	18.	Travel plazas	1.5	%	1.6	%	1.6	%	18.	Consumer electronics	1.5	%	1.5	%	1.5	%
19.	19.	Drug stores	1.5	%	1.6	%	1.6	%	19.	Drug stores	1.4	%	1.5	%	1.5	%
20.	20.	Bank	1.3	%	1.3	%	1.4	%	20.	Bank	1.3	%	1.3	%	1.3	%
		Other	8.4	%	8.3	%	8.2	%		Other	8.4	%	8.3	%	8.6	%
			100.0	%	100.0	%	100.0	%			100.0	%	100.0	%	100.0	%

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

2219

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


		Quarter Ended September 30,					Nine Months Ended September 30,							Quarter Ended March 31,
		2020		2019			2020			2019				2021			2020
Acquisitions:	Acquisitions:												Acquisitions:
Number of Properties	Number of Properties	—		27			21			131			Number of Properties	29			21
Gross leasable area (square feet)(1)	Gross leasable area (square feet)(1)	15,000		533,000			299,000			2,645,000			Gross leasable area (square feet)(1)	355,000			217,000
Initial cash yield	Initial cash yield	—		6.8		%	6.8		%	6.9		%	Initial cash yield	6.4		%	6.9		%
Total dollars invested(2)	Total dollars invested(2)	$	3,880	$	116,801		$	77,971		$	509,598		Total dollars invested(2)	$	105,626		$	67,197

(1) Includes additional square footage from completed construction on existing Properties.

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

NNN typically funds Property acquisitions either through 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.

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


		Quarter Ended September 30,				Nine Months Ended September 30,					Quarter Ended March 31,
		2020		2019		2020		2019			2021		2020
Number of properties	Number of properties	3		13		25		43		Number of properties	11		14
Gross leasable area (square feet)	Gross leasable area (square feet)	26,000		360,000		315,000		853,000		Gross leasable area (square feet)	96,000		176,000
Net sales proceeds	Net sales proceeds	$	2,414	$	33,469	$	42,498	$	94,828	Net sales proceeds	$	17,575	$	36,266
Net gain	Net gain	$	148	$	2,061	$	13,637	$	25,508	Net gain	$	4,281	$	12,770

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 ~~September 30, 2020,~~March 31, 2021, total revenues ~~decreased~~increased as compared to the same period in ~~2019, but remained flat for the nine months ended September 30,~~ 2020, ~~as compared to the same period in 2019. The decrease is~~ primarily due to scheduled rent increases based on increases in the ~~impact~~Consumer Price Index ("CPI") and to the income generated from Properties acquired during the year ended December 31, 2020 and quarter ended March 31, 2021 (See "Results of ~~recording revenue on a cash basis from certain tenants.~~Operations - Property Analysis - Property Acquisitions").

The following table summarizes NNN’s revenues (dollars in thousands):


		Quarter Ended September 30,						Nine Months Ended September 30,											Quarter Ended March 31,
						Percent Increase (Decrease)											Percent Increase (Decrease)									Percent Increase (Decrease)
		2020		2019			2020			2019						2021				2020
Rental Revenues(1)	Rental Revenues(1)	$	154,146	$	164,207		(6.1%)			$	483,073			$	483,981				(0.2%)		Rental Revenues(1)	$	173,845		$		169,300	2.7%
Real estate expense reimbursement from tenants	Real estate expense reimbursement from tenants	3,719		4,017		(7.4)%		12,818				11,865					8.0%	Real estate expense reimbursement from tenants	5,353				5,247			2.0%
Rental income	Rental income	157,865		168,224		(6.2%)		495,891				495,846					—	Rental income	179,198				174,547			2.7%
Interest and other income from real estate transactions	Interest and other income from real estate transactions	768		383		100.5%		1,506				1,265					19.1%	Interest and other income from real estate transactions	580				516			12.4%
Total revenues	Total revenues	$	158,633	$	168,607	(5.9%)		$	497,397			$	497,111				0.1%	Total revenues	$	179,778			$	175,063		2.7%

(1)Includes rental income from operating leases, earned income from direct financing leases and percentage rent ("Rental Revenues").

Quarter ~~and Nine Months~~ Ended ~~September 30, 2020~~March 31, 2021 versus Quarter ~~and Nine Months~~ Ended ~~September 30, 2019~~March 31, 2020

Rental Income. Rental income ~~decreased~~increased for the quarter ended ~~September 30, 2020, but remained flat for the nine months ended September 30, 2020,~~March 31, 2021, as compared to the same ~~periods~~period in ~~2019.~~2020. The ~~decrease~~increase for the quarter ended ~~September 30, 2020,~~March 31, 2021, is primarily due to ~~the write-off~~scheduled rent increases and Property acquisitions:

(i)a partial year of ~~$14,758,000~~Rental Revenue from 29 properties with aggregate gross leasable area of ~~receivables due to reclassifying certain tenants as cash basis for accounting purposes~~approximately 355,000 square feet during ~~the quarter~~2021, and ~~nine months ended September 30,~~

(ii)a full year of Rental Revenue from 63 properties with aggregate gross leasable area of approximately 449,000 square feet in 2020.

2320

Analysis of Expenses

General. Operating expenses decreased for the quarter ended ~~September 30, 2020,~~March 31, 2021, as compared to the same period in ~~2019,~~2020, primarily due to the decrease in impairment losses recognized on real ~~estate. Operating expenses increased for the nine months ended September 30, 2020, as compared to the same period in 2019, primarily due to the~~estate which was partially offset by an increase in ~~depreciation expense~~general and ~~impairment losses recognized on real estate.~~administrative expenses. The following table summarizes NNN’s expenses (dollars in thousands):


		Quarter Ended September 30,						Nine Months Ended September 30,											Quarter Ended March 31,
						Percent Increase (Decrease)											Percent Increase (Decrease)									Percent Increase (Decrease)
		2020		2019			2020			2019						2021				2020
General and administrative	General and administrative	$	9,419	$	8,726		7.9%			$	28,914			$	27,524				5.1%		General and administrative	$	11,748		$		10,100	16.3%
Real estate	Real estate	6,345		6,706		(5.4)%		20,304				20,398					(0.5)%	Real estate	7,725				7,635			1.2%
Depreciation and amortization	Depreciation and amortization	49,404		48,348		2.2%		147,528				140,769					4.8%	Depreciation and amortization	49,980				49,188			1.6%
Leasing transaction costs	Leasing transaction costs	—		51		(100.0)%		36				178					(79.8)%	Leasing transaction costs	38				36			5.6%
Impairment losses – real estate, net of recoveries	Impairment losses – real estate, net of recoveries	5,695		10,692		(46.7)%		33,062				21,124					56.5%	Impairment losses – real estate, net of recoveries	2,131				5,513			(61.3)%
Total operating expenses	Total operating expenses	$	70,863	$	74,523	(4.9)%		$	229,844			$	209,993				9.5%	Total operating expenses	$	71,622			$	72,472		(1.2)%

Interest and other income	Interest and other income	$	(74)	$	(501)	(85.2)%		$	(345)			$	(2,912)				(88.2)%	Interest and other income	$	(65)			$	(164)		(60.4)%
Interest expense	Interest expense	31,924		29,948		6.6%		97,347				89,716					8.5%	Interest expense	34,587				33,670			2.7%
Loss on early extinguishment of debt	Loss on early extinguishment of debt	—		—		—		16,679				—					N/C (1)	Loss on early extinguishment of debt	21,328				16,679			27.9%
Total other expenses	Total other expenses	$	31,850	$	29,447	8.2%		$	113,681			$	86,804				31.0%	Total other expenses	$	55,850			$	50,185		11.3%

As a percentage of total revenues:
General and administrative 5.9 % 5.2 % 5.8% 5.5 %
Real estate 4.0 % 4.0 % 4.1% 4.1 %

~~(1)~~ ~~Not calculable ("N/C")~~


As a percentage of total revenues:
General and administrative	6.5	%	5.8	%
Real estate	4.3	%	4.4	%

Quarter ~~and Nine Months~~ Ended ~~September 30, 2020~~March 31, 2021 versus Quarter ~~and Nine Months~~ Ended ~~September 30, 2019~~March 31, 2020

General and Administrative. General and administrative expenses increased in amount and as a percentage of total revenues for the quarter ~~and nine months~~ ended ~~September 30, 2020,~~March 31, 2021, as compared to the same ~~periods~~period in ~~2019.~~2020. The increase is primarily attributable to an increase in long-term incentive compensation costs.

~~Real Estate.~~ Real estate expenses decreased in amount for the quarter ended September 30, 2020, but remained flat for the nine months ended September 30, 2020, as compared to the same periods in 2019. Real estate expenses remained unchanged as a percentage of total revenues for the quarter and nine months ended September 30, 2020, as compared to the same periods in 2019. The decrease is primarily attributable to the disposition of vacant properties during the year ended December 31, 2019 and the nine months ended September 30, 2020. The decrease in real estate expenses was partially offset by an increase in reimbursable expenses during the quarter and nine months ended September 30, 2020, as compared to the same periods in 2019.

~~Depreciation and Amortization.~~ Depreciation and amortization expenses increased in amount for the quarter and nine months ended September 30, 2020, as compared to the same periods in 2019. The increase is primarily due to the acquisition of 21 properties with an aggregate gross leasable area of approximately 299,000 square feet in 2020 and 210 properties with an aggregate gross leasable area of approximately 3,164,000 square feet during 2019.

Impairment Losses – real estate, net of recoveries. NNN reviews long-lived assets for impairment whenever certain events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. Events or circumstances that may occur include changes in real estate market conditions, the ability of NNN to re-lease properties that are currently vacant or become vacant, and the ability to sell properties at a price that exceeds NNN's carrying value. Management evaluates whether an impairment in value has occurred by comparing the estimated future cash flows (undiscounted and without interest charges), and the residual value of the real estate, with the carrying cost of the individual asset. The future undiscounted cash flows are primarily driven by estimated future market rents. Future cash flow estimates are sensitive to the assumptions made by management regarding future market rents, which are affected by expectations about future market and economic conditions. If an impairment is indicated, a loss will be recorded for the amount by which the carrying value of the asset exceeds its fair value. NNN's Properties are leased primarily to retail tenants under long-term net leases and primarily held for investment. Generally, NNN’s Property leases provide for initial terms of 10 to 20 years, which provide for cash flows over this term. NNN generally intends to hold these assets for the

long-term, therefore, a temporary change in cash flows due to COVID-19 alone would not be an indicator of impairment. NNN recognized real estate impairments, net of recoveries of ~~$33,062,000~~$2,131,000 and ~~$21,124,000~~$5,513,000 for ~~the nine months ended September 30, 2020 and 2019, respectively of which $5,695,000 and $10,692,000 was recorded during~~ the quarters ended ~~September 30,~~March 31, 2021 and 2020, ~~and 2019,~~ respectively.

~~Interest and Other Income.~~

Interest and other income decreased in amount for the quarter and nine months ended September 30, 2020, as compared to the same periods in 2019. The decrease is primarily due to the gain of $1,331,000 on sale of equity investments and $1,471,000 in interest income on cash balances recognized during the nine months ended September 30, 2019.

Interest expense. Interest expense increased for the quarter ~~and nine months~~ ended ~~September 30, 2020,~~March 31, 2021, as compared to the same ~~periods~~period in ~~2019.~~2020. The following represents the primary changes in debt that have impacted interest expense (dollars in thousands):

Transaction

Effective Date

Principal

Stated Interest Rate

Original Maturity

Transaction

Effective Date

Principal

Stated Interest Rate

Original Maturity

Issuance 2030 Notes

March 2020

400,000

2.500

April 2030

Issuance 2030 Notes

March 2020

400,000

2.500

April 2030

Issuance 2050 Notes

March 2020

300,000

3.100

April 2050

Issuance 2050 Notes

March 2020

300,000

3.100

April 2050

Redemption 2022 Notes

March 2020

(325,000)

3.800

October 2022

Redemption 2022 Notes

March 2020

(325,000)

3.800

October 2022

Issuance 2051 Notes

March 2021

450,000

3.500

April 2051

Redemption 2023 Notes

March 2021

(350,000)

3.300

April 2023

~~Interest expense for~~In addition to the ~~nine months ended September 30, 2020 was also impacted by the increase of $16,796,000~~note payable transactions outlined in the table above, interest expense was impacted due to the Credit Facility having no weighted average outstanding balance ~~on the Credit Facility for the nine months ended September 30, 2020,~~at March 31, 2021 compared to ~~the same period in 2019. The Credit Facility had~~ a $75,996,000 weighted average outstanding balance with a weighted average interest rate of ~~$25,239,000 and $8,443,000 at September 30, 2020 and 2019, respectively.~~2.5% for the quarter ended March 31, 2020. In addition, interest expense for the ~~nine months~~quarters ended ~~September 30,~~March 31, 2021 and 2020 includes $2,078,000 and $2,291,000, respectively, in connection with the early redemption of the 2023 Notes and 2022 ~~Notes.~~Notes, respectively.

Loss on Early Extinguishment of Debt. In March 2021, NNN redeemed the $350,000,000 3.300% notes payable due April 2023. The notes were redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount of $21,328,000, and (ii) accrued and unpaid interest.

In March 2020, NNN redeemed the $325,000,000 3.800% notes payable due October 2022. The notes were redeemed at a price equal to 100% of the principal amount, plus (i) a make-whole amount of $16,679,000, and (ii) accrued and unpaid interest.

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.

While the total impacts of the economic downturn are unknown, NNN expects to meet short-term liquidity requirements through cash and cash equivalents, cash provided from operations and NNN's Credit Facility. As of ~~September 30, 2020,~~March 31, 2021, NNN has ~~$294,860,000~~$311,231,000 of cash and cash equivalents and $900,000,000 available for borrowings under its Credit Facility. ~~While~~

NNN anticipates its long-term capital needs will be funded by the ~~total impacts of the economic downturn are unknown, NNN currently expects these combined resources, in addition to the~~Credit Facility, cash provided ~~by NNN's~~from operations, the issuance of long-term debt or the issuance of common or preferred equity or other instruments convertible into or exchangeable for common or preferred equity. However, there can be no assurance that additional financing or capital will be available, or that the terms will be acceptable or advantageous to be sufficient to meet NNN's demand for funds. NNN has materially curtailed new property investments in 2020 in order to better gauge the impact of the economic downturn on retailers, retail real estate, capital markets and investment returns. (See "Impact of COVID-19 on NNN's Business").NNN.

Cash and Cash Equivalents. NNN's cash and cash equivalents includes the aggregate of cash and cash equivalents and restricted cash and cash held in escrow from the Condensed Consolidated Balance Sheets. NNN did not have restricted cash, orincluding cash held in escrow as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. The table below summarizes NNN’s cash flows (dollars in thousands):


		Nine Months Ended September 30,					Quarter Ended March 31,
		2020		2019			2021		2020
Cash and cash equivalents:	Cash and cash equivalents:					Cash and cash equivalents:
Provided by operating activities	Provided by operating activities	$	348,824	$	399,032	Provided by operating activities	$	161,170	$	128,084
Used in investing activities	Used in investing activities	(48,569)		(409,022)		Used in investing activities	(88,512)		(30,654)
Provided by (used in) financing activities	Provided by (used in) financing activities	(6,507)		249,411		Provided by (used in) financing activities	(28,663)		118,841
Increase	Increase	293,748		239,421		Increase	43,995		216,271
Net cash at beginning of period	Net cash at beginning of period	1,112		114,267		Net cash at beginning of period	267,236		1,112
Net cash at end of period	Net cash at end of period	$	294,860	$	353,688	Net cash at end of period	$	311,231	$	217,383

2522

Cash provided by operating activities represents cash received primarily from Rental Revenue 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~~quarters ended March 31, 2021 and ~~nine months ended September 30,~~ 2020, ~~and 2019,~~ 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 cash on hand or proceeds from its Credit Facility to fund the acquisition of its Properties.

NNN’s financing activities for the ~~nine months~~quarter ended ~~September 30, 2020,~~March 31, 2021, included the following significant transactions:

(i) Issuance and redemption of notes payable resulted in the following:

•$~~395,062,000~~436,417,000 in net proceeds from the issuance in March of the ~~2.500%~~3.500% notes payable due in April ~~2030,~~2051;

•$~~290,459,000~~350,000,000 payment in ~~net proceeds from the issuance in~~ March ~~of the 3.100% notes payable due in April 2050,~~

•~~$325,000,000 payment~~ for the early redemption of the ~~3.800%~~3.300% notes payable due in ~~March,~~April 2023; and

•$~~16,679,000~~21,328,000 payment in March of the make-whole amount from the early redemption of the ~~3.800%~~3.300% notes payable due in ~~March,~~April 2023.

(ii) Issuance of common stock resulted in the following net proceeds:

•$1,158,000 from the issuance of 30,000 shares of common stock in connection with the at-the-market ("ATM") equity program; and

•$~~4,458,000 in net proceeds~~569,000 from the issuance of ~~121,988~~15,769 shares of common stock in connection with the Dividend Reinvestment and Stock Purchase Plan ("DRIP"),.

(iii) Dividends paid:

•$90,848,000 to common stockholders; and

•$~~59,752,000 in net proceeds from the issuance of 1,634,350 shares of common stock in connection with the at-the-market ("ATM") equity program,~~

•~~$13,455,000 in dividends paid~~4,485,000 to holders of the depositary shares of NNN's 5.200% Series F Cumulative Redeemable Preferred Stock (the "Series F Preferred Stock")~~, and~~

•~~$266,365,000 in dividends paid to common stockholders.~~.

Contractual Obligations and Commercial Commitments. The information in the following table summarizes NNN’s contractual obligations and commercial commitments outstanding as of ~~September 30, 2020.~~March 31, 2021. The table presents principal cash flows by year-end of the expected maturity for debt obligations and commercial commitments outstanding as of ~~September 30, 2020.~~March 31, 2021.


		Expected Maturity Date (dollars in thousands)															Expected Maturity Date (dollars in thousands)
		Total		2020		2021		2022		2023		2024		Thereafter			Total		2021		2022		2023		2024		2025		Thereafter
Long-term debt(1)	Long-term debt(1)	$	3,261,394	$	153	$	630	$	664	$	359,947	$	350,000	$	2,550,000	Long-term debt(1)	$	3,361,085	$	474	$	664	$	9,947	$	350,000	$	400,000	$	2,600,000
Long-term debt – interest(2)	Long-term debt – interest(2)	1,252,633		29,825		119,281		119,247		110,820		99,756		773,704		Long-term debt – interest(2)	1,642,562		92,610		123,447		123,201		115,506		107,250		1,080,548

Headquarters office lease(3)	Headquarters office lease(3)	3,655		195		788		804		821		837		210		Headquarters office lease(3)	3,266		594		804		821		837		210		—
Ground leases(4)	Ground leases(4)	8,023		141		573		582		582		601		5,544		Ground leases(4)	7,741		432		582		582		601		639		4,905
Total contractual cash obligations	Total contractual cash obligations	$	4,525,705	$	30,314	$	121,272	$	121,297	$	472,170	$	451,194	$	3,329,458	Total contractual cash obligations	$	5,014,654	$	94,110	$	125,497	$	134,551	$	466,944	$	508,099	$	3,685,453

(1)Includes only principal amounts outstanding under mortgages payable and notes payable and excludes unamortized mortgage

premiums, note discounts and note costs. See "Debt-Notes Payable".

(2)Interest calculation based on stated rate of the principal amount.

(3)NNN is a lessee for its headquarters office lease.

(4)NNN is a lessee for three ground lease arrangements.

In addition to the contractual obligations outlined above, NNN has committed to fund construction on ~~seven~~eight Properties. The improvements on such Properties are estimated to be completed within 12 months. These construction commitments, at ~~September 30, 2020,~~March 31, 2021, are outlined in the table below (dollars in thousands):



Total commitment(1)	$	~~47,424~~12,077
Less amount funded	~~36,471~~6,637
Remaining commitment	$	~~10,953~~5,440
(1) Includes land, construction costs, tenant improvements, lease costs and capitalized interest.

As of ~~September 30, 2020,~~March 31, 2021, 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, ~~2019.~~2020. 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.

Generally, the Properties are leased under long-term triple net leases, which require the tenant to pay all property taxes and assessments, to maintain the interior and exterior of the property, and to 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 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 these Properties, NNN's 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.~~expenditures or major repairs.

The lost revenues and increased property expenses resulting from vacant Properties or uncollectability 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. NNN currently expects a short-term decrease in cash from operations as its tenants are impacted by the pandemic and, while contractually obligated, some have not paid all rent amounts due (See "Impact of COVID-19 on NNN's Business").

As of ~~September 30, 2020,~~March 31, 2021, NNN owned 5155 vacant, un-leased Properties which accounted for approximately two percent of total Properties held in the Property Portfolio.

Additionally, as of ~~October~~April 28, ~~2020, approximately three~~2021, less than one percent of total Properties, and ~~approximately three~~less than one percent of aggregate gross leasable area held in the Property Portfolio was leased to ~~five tenants~~one tenant that ~~are~~is currently in bankruptcy under Chapter 11 of the U.S. Bankruptcy Code. As a result, ~~these tenants have~~this tenant has the right to reject or affirm ~~their leases~~its lease with NNN.

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

A prolonged continuation of business closures, reduced capacity at businesses or other social-distancing practices as a result of COVID-19 may adversely impact NNN's tenants’ ability to generate sufficient revenues to meet financial obligations, and could force tenants to default on their leases, or result in the bankruptcy of tenants, which would diminish the rental revenue NNN receives under its leases. Additionally, an increase in the number of vacant properties would increase NNN's real estate expenses, including expenses associated with ongoing maintenance and repairs, utilities, property taxes, and property and liability insurance. The ~~rapid~~ongoing development and fluidity of the pandemic precludes any prediction as to the ultimate adverse impact on NNN (See “Impact of COVID-19 on NNN’s Business”).

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.

2724

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 September 30,				Nine Months Ended September 30,			Quarter Ended March 31,
		2020		2019		2020	2019		2021		2020

Series E Preferred Stock(1):
Dividends		$	—	$	4,097	—	12,291
Per depositary share		—		0.356250		—	1.068750

Series F Preferred Stock(2):

Series F Preferred Stock(1):								Series F Preferred Stock(1):
Dividends	Dividends	4,485		4,485		13,455	13,455	Dividends	$	4,485	$	4,485
Per depositary share	Per depositary share	0.325000		0.325000		0.975000	0.975000	Per depositary share	0.3250		0.3250

Common stock:	Common stock:							Common stock:
Dividends	Dividends	89,947		83,935		266,365	245,574	Dividends	90,848		88,148
Per share	Per share	0.520		0.515		1.550	1.515	Per share	0.5200		0.5150
(1) The 5.700% Series E Cumulative Redeemable Preferred Stock (the "Series E Preferred Stock") was redeemed in October 2019. The dividends paid in 2019 include accumulated and unpaid dividends through, but not including, the redemption date.
(2) The Series F Preferred Stock has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series F Preferred Stock is October 2021.
(1) The Series F Preferred Stock has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series F Preferred Stock is October 2021.								(1) The Series F Preferred Stock has no maturity date and will remain outstanding unless redeemed by NNN. The earliest redemption date for the Series F Preferred Stock is October 2021.

In ~~October 2020,~~April 2021, NNN declared a dividend of ~~$0.52~~$0.5200 per share which is payable in ~~November 2020~~May 2021 to its common stockholders of record as of ~~October~~April 30, ~~2020.~~2021.

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):~~

September 30, 2020 Percentage
of Total December 31, 2019 Percentage
of Total
Line of credit payable $ — — $ 133,600 4.5 %
Mortgages payable 11,565 0.4 % 12,059 0.4 %
Notes payable 3,208,533 99.6 % 2,842,698 95.1 %
Total outstanding debt $ 3,220,098 100.0 % $ 2,988,357 100.0 %

~~Indebtedness.~~NNN expects to use ~~indebtedness~~debt primarily for property acquisitions and development of single-tenant retail properties, either directly or through investment interests. Additionally, ~~indebtedness~~debt may be used to refinance existing ~~indebtedness.~~debt. The following is a summary of NNN’s total outstanding debt as of (dollars in thousands):


	March 31, 2021		Percentage of Total		December 31, 2020		Percentage of Total

Mortgages payable	$	11,222	0.3	%	$	11,395	0.4	%
Notes payable	3,298,302		99.7	%	3,209,527		99.6	%
Total outstanding debt	$	3,309,524	100.0	%	$	3,220,922	100.0	%

Line of Credit Payable. NNN's $900,000,000 unsecured revolving credit facility ~~(as amended by the 2020 Amendment (as defined below), the~~(the “Credit Facility”) had ano weighted average outstanding balance ~~of $25,239,000 and a weighted average interest rate of 2.6%~~ during the ~~nine months~~quarter ended ~~September 30, 2020.~~March 31, 2021. The Credit Facility matures January 2022, unless the Company exercises its option to extend maturity to January 2023. The Credit Facility bears interest at LIBOR plus 87.5 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 which permits NNN to increase the facility size up to $1,600,000,000, subject to lender approval. In May 2020, NNN amended its Credit Facility to include the addition of new terms and definitions, and to restate certain other definitions under the former unsecured revolving credit agreement, some of which modified the financial covenant calculations (the "2020 Amendment"). As of ~~September 30, 2020,~~March 31, 2021, there was no outstanding balance and $900,000,000 was available for future borrowings under the Credit Facility, and NNN was in compliance with each of the financial covenants.

Notes Payable. In ~~February 2020,~~March 2021, NNN filed a prospectus supplement to the prospectus contained in its ~~February 2018~~August 2020 shelf registration statement and, subsequently, in March ~~2020,~~2021, issued ~~$400,000,000~~$450,000,000 aggregate principal amount of ~~2.500%~~3.500% notes due April ~~2030~~2051 (the ~~“2030~~“2051 Notes”~~) and $300,000,000 aggregate principal amount of 3.100% notes due April 2050 (the "2050 Notes" and, together with the 2030 Notes, the "Notes"~~).

The ~~2030~~2051 Notes were sold at a discount with an aggregate purchase price of ~~$398,712,000~~$441,594,000 with interest payable semi-annually commencing on October 15, ~~2020.~~2021. The discount of ~~$1,288,000~~$8,406,000 is being amortized to interest expense over the term of the notes using the effective interest method. The effective interest rate for the ~~2030~~2051 Notes after accounting for the note discount is ~~2.536%~~3.602%. NNN previously entered into three forward starting swaps with an aggregate notional amount of $200,000,000. Upon issuance of the 2030 Notes, NNN terminated the forward starting swaps resulting in a loss of $13,141,000, which was deferred in other comprehensive income. The loss is being amortized to interest expense over the term of the 2030 Notes using the effective interest method.

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 ~~February 18, 2020,~~March 10, 2021, relating to the 2051 Notes.

NNN received approximately ~~$395,062,000 and $290,459,000~~$436,417,000 of net proceeds in connection with the issuance of the ~~2030~~2051 Notes ~~and the 2050 Notes, respectively,~~ after incurring debt issuance costs consisting primarily of underwriting discounts and commissions, legal and accounting fees, rating agency fees and printing expenses, totaling ~~$3,650,000 and $3,475,000 for the 2030 Notes and the 2050 Notes, respectively.~~$5,177,000. NNN used the net proceeds from the issuance of the 2051 Notes to ~~repay all of the outstanding indebtedness under its credit facility,~~ redeem all of its ~~3.800%~~3.300% notes payable that were due ~~2022,~~2023, fund future property acquisitions and for general corporate purposes.

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~~debt and to finance acquisitions.

Securities Offerings. In August 2020, 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.

Information related to NNN's publicly held debt and equity securities is included in NNN's Annual Report on Form 10-K for the year ended December 31, ~~2019.~~2020.

At-The-Market Offerings. Under NNN's shelf registration statement, NNN established an ATM equity program which allows NNN to sell shares of common stock from time to time. The following outlines NNN's ATM programs:


	2020 ATM	2018 ATM
Established date	August 2020	February 2018
Termination date	August 2023	August 2020
Total allowable shares	17,500,000	12,000,000
Total shares issued as of March 31, 2021	1,599,304	11,272,034

The following table outlines the common stock issuances pursuant to NNN's ATM equity programs for the quarter ended March 31, 2021 (dollars in thousands, except per share data):



	2021
Shares of common stock	30,000
Average price per share (net)	$	38.59
Net proceeds	$	1,158
Stock issuance costs(1)	$	75
(1) Stock issuance costs consist primarily of underwriters' fees and commissions, and legal and accounting fees.

There were no common stock issuances pursuant to NNN's ATM equity program for the quarter ended March 31, 2020.

Dividend Reinvestment and Stock Purchase Plan. In February ~~2018,~~2021, 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 ~~10,000,000~~6,000,000 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):

Nine Months Ended September 30,
2020 2019
Shares of common stock 121,988 309,127
Net proceeds $ 4,458 $ 16,481

~~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:~~

2020 ATM 2018 ATM
Established date August 2020 February 2018
Termination date August 2023 August 2020
Total allowable shares 17,500,000 12,000,000
Total shares issued as of September 30, 2020 84,501 11,272,034

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


	Quarter Ended March 31,
	2021		2020
Shares of common stock	15,769		12,528
Net proceeds	$	569	$	696

Recent Accounting Pronouncements

Refer to Note 1 to the ~~September 30, 2020,~~March 31, 2021, condensed consolidated financial statements.

3027

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 is 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 ~~September 30, 2020,~~March 31, 2021, NNN had no outstanding derivatives.

The information in the table below summarizes NNN’s market risks associated with its debt obligations outstanding as of ~~September 30, 2020~~March 31, 2021 and December 31, ~~2019.~~2020. The table presents principal payments and related interest rates by year for debt obligations outstanding as of ~~September 30, 2020.~~March 31, 2021. NNN has a variable interest rate risk on its Credit Facility which had no outstanding balance as of ~~September 30, 2020~~March 31, 2021 and ~~$133,600,000, as of~~ December 31, ~~2019 with a~~2020. The weighted average interest rate offor the Credit Facility for year ended December 31, 2020 was 2.6% ~~and 2.8%, respectively.~~. The table incorporates only those debt obligations that existed as of ~~September 30, 2020,~~March 31, 2021, and it does not consider those debt obligations or positions which could arise after this date and therefore 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 period, 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~~remain unchanged for the ~~nine months~~quarter ended ~~September 30, 2020.~~March 31, 2021.


Debt Obligations (dollars in thousands)	Debt Obligations (dollars in thousands)					Debt Obligations (dollars in thousands)
		Fixed Rate Debt									Fixed Rate Debt
		Mortgages(1)			Unsecured Debt(2)						Mortgages(1)	Unsecured Debt(2)
			Debt Obligation		Weighted Average Effective Interest Rate	Debt Obligation		Effective Interest Rate				Debt Obligation		Weighted Average Effective Interest Rate	Debt Obligation		Effective Interest Rate
2020			$	174	5.23%	$	—	—
2021	2021		716		5.23%	—		—		2021		$	539	5.23%	$	—	—
2022	2022		750		5.23%	—		—		2022		750		5.23%	—		—
2023	2023		9,968		5.23%	349,256		3.39%		2023		9,968		5.23%	—		—
2024	2024		—		—	349,708		3.92%		2024		—		—	349,744		3.92%
2025										2025		—		—	399,509		4.03%
Thereafter	Thereafter		—		—	2,532,004		3.74%	(3)	Thereafter		—		—	2,574,684		3.67%	(3)
Total	Total		$	11,608	5.23%	3,230,968		3.72%		Total		$	11,257	5.23%	3,323,937		3.74%
Fair Value:	Fair Value:									Fair Value:
September 30, 2020			$	11,608		$	3,437,058
December 31, 2019			$	12,116		$	3,074,538
March 31, 2021										March 31, 2021		$	11,257		$	3,502,237
December 31, 2020										December 31, 2020		$	11,434		$	3,532,908

(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 discounts. 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 ~~2024.~~2025.

3128

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 ~~September 30, 2020,~~March 31, 2021, 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.

3229

PART II. OTHER INFORMATION

Item 1.Legal Proceedings. Not applicable.

Item 1A.Risk Factors.

~~NNN is supplementing the~~There were no material changes in NNN's risk factors ~~set forth under~~disclosed in Item 1A. Risk Factors in NNN's Annual Report on Form 10-K for the year ended December 31, ~~2019 ("2019 Annual Report") with the additional risk factor set forth below. This supplemental risk factor should be read in conjunction with the risk factors set forth in the 2019 Annual Report.~~2020.

The current outbreak of the novel coronavirus, (“COVID-19”), or the future outbreak or pandemic of any other highly infectious or contagious diseases, could have a material and adverse effect on or cause disruption to NNN’s ~~business or financial condition, results of operations, cash flows and the market value and trading price of NNN's securities~~.

On March 11, 2020, the World Health Organization declared COVID-19 a pandemic, and on March 13, 2020, the United States declared a national emergency. Since that time, efforts to contain the spread of COVID-19 have intensified. Several countries, including the United States, have taken steps to restrict travel, temporarily close businesses and issue quarantine orders, and it remains unclear how long such measures will remain in place.

As a result, the COVID-19 pandemic is negatively affecting almost every industry directly or indirectly. A number of NNN’s tenants have announced mandated or temporary closures of their operations and/or have requested adjustments to their lease terms during this pandemic. Experts predict that the COVID-19 pandemic will trigger a period of global economic slowdown or a global recession. COVID-19 (or a future pandemic) could have a material and adverse effect on or cause disruption to NNN’s business or financial condition, results from operations, cash flows and the market value and trading price of NNN's securities due to, among other factors:

•~~A complete or partial closure of, or other operational issues at, NNN’s Property Portfolio as a result of government or tenant action;~~

•~~The declines in or instability of the economy or financial markets may result in a recession or negatively impact consumer discretionary spending, which could adversely affect retailers and consumers;~~

•The reduction of economic activity may severely impact NNN’s tenants' business operations, financial condition, liquidity and access to capital resources and may cause one or more of NNN’s tenants to be unable to meet their obligations to NNN in full, or at all, to default on their lease, or to otherwise seek modifications of such obligations;

•Inability to access debt and equity capital on favorable terms, if at all, or a severe disruption and instability in the global financial markets or deteriorations in credit and financing conditions may affect NNN’s access to capital necessary to fund business operations, pursue acquisition and development opportunities, refinance existing debt, reduce NNN’s ability to make cash distributions to its stockholders and increase NNN’s future interest expense;

•~~A general decline in business activity and demand for real estate transactions would adversely affect NNN’s ability to successfully execute investment strategies or expand the Property Portfolio;~~

•~~A significant reduction in NNN’s cash flows could impact NNN’s ability to continue paying cash dividends to NNN common and preferred stockholders at expected levels or at all;~~

•The financial impact of COVID-19 could negatively affect NNN’s future compliance with financial and other covenants of NNN’s credit facility and other debt instruments, and the failure to comply with such covenants could result in a default that accelerates the payment of such indebtedness; and

•The potential negative impact on the health of NNN’s associates or Board of Directors, particularly if a significant number are impacted, or the impact of government actions or restrictions, including stay-at-home orders, restricting access to NNN's headquarters located in Orlando, Florida, could result in a deterioration in NNN’s ability to ensure business continuity during a disruption.

The extent to which COVID-19 impacts NNN’s operations and those of NNN’s tenants will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the outbreak, the actions taken to contain the outbreak or mitigate its impact, and the direct and indirect economic effects of the outbreak and containment measures, among others.

~~A prolonged imposition of~~ ~~mandated closures or other social-distancing guidelines~~ may adversely impact NNN's tenants’ ability to generate sufficient revenues to meet financial obligations, and could force tenants to default on their leases, or result in the tenant’s bankruptcy, which would diminish NNN’s ability to receive rental revenue it is owed under their leases. The rapid development and fluidity of the pandemic precludes any prediction as to the ultimate adverse impact on NNN. Nevertheless, COVID-19 presents material uncertainty and risk with respect to NNN’s performance, business or financial condition, results from operations and cash flows. ~~While NNN's leases generally do not allow tenants to withhold rent if the tenants are not~~

operating on its properties, some tenants may pay rent under protest or not pay rent at all and may assert legal or equitable claims in the courts that such tenants are not obligated to pay rent while closed or while operating at reduced capacity, because of the COVID-19 pandemic. While NNN believes such claims would be without merit it has no assurances on how courts would rule on such claims, if any.

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	Third Amended and Restated Bylaws of the Registrant, as amended through the Fourth Amendment to Bylaws, dated February 17, 2021 (filed as Exhibit 3.1 to Reg istrant 's Current Repo rt on Form 8 -K filed with the Sec urities and Ex change Commission on February 19, 2021, and incor porat ed her ein by reference).

	4.	Instruments Defining the Rights of Security Holders, Including Indentures

			4.1	Form of Ninete enth Supplemental Indenture between National Retail Properties, Inc. and U.S. Bank National Association relating to 3 .500% Notes due 20 51 (filed as Exhibit 4.1 to Registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on March 10 , 202 1 , and incorporated herein by reference).


4.2




				Form of 3 .500% Notes due 20 51 (filed as Exhibit 4.2 to Registrant's Current Report on Form 8-K and filed with the Securities and Exchange Commission on March 10 , 202 1 , and incorporated herein by reference).



	31.	Section 302 Certifications(1)

			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(1)

			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).

	101.	Interactive Data File

			101.1	The following materials from National Retail Properties, Inc. Quarterly Report on Form 10-Q for the period ended ~~September 30, 2020,~~March 31, 2021, are formatted in Extensible Business Reporting Language: (i) condensed consolidated balance sheets, (ii) condensed consolidated statements of income and comprehensive income, (iii) condensed consolidated statements of cash flows, and (iv) notes to condensed consolidated financial statements.

			104.1	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
	(1) In accordance with item 601((b)(32) of regulation S-K, this exhibit is not deemed "filed" for purposes of section 18 of the exchange act or otherwise subject to the liabilities of that section. Such certifications will not be deemed incorporated by reference into any filing under the securities act or the exchange act, except to the extent that the registrant specifically incorporates it by reference.

3431

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~~4th day of ~~November, 2020.~~May, 2021.


NATIONAL RETAIL PROPERTIES, INC.

By:			/s/ Julian E. Whitehurst
			Julian E. Whitehurst
			Chief Executive Officer, President and Director

By:			/s/ Kevin B. Habicht
			Kevin B. Habicht
			Chief Financial Officer, Executive Vice President and Director

3532


	Series E Preferred Stock		Series F Preferred Stock		Common Stock		Capital in Excess of Par Value		Retained Earnings (Deficit)		Accumulated Other Comprehensive Income (Loss)		Total Stockholders’ Equity		Noncontrolling Interests		Total Equity
Balances at June 30, 2019	$	287,500	$	345,000	$	1,636	$	4,042,318	$	(443,822)	$	(10,183)	$	4,222,449	$	2	$	4,222,451
Net earnings	—		—		—		—		66,693		—		66,693		5		66,698
Dividends declared and paid:
$0.356250 per depositary share of Series E preferred stock	—		—		—		—		(4,097)		—		(4,097)		—		(4,097)
$0.325000 per depositary share of Series F preferred stock	—		—		—		—		(4,485)		—		(4,485)		—		(4,485)
$0.515 per share of common stock	—		—		1		9,219		(83,935)		—		(74,715)		—		(74,715)
Issuance of common stock:
6,964 shares – director compensation	—		—		—		325		—		—		325		—		325
1,716 shares – stock purchase plan	—		—		1		93		—		—		94		—		94
848,474 shares – ATM equity program	—		—		8		46,516		—		—		46,524		—		46,524
7,000,000 shares – equity offering	—		—		70		395,430		—		—		395,500		—		395,500
100,000 restricted shares – net of forfeitures	—		—		1		(1)		—		—		—		—		—
Stock issuance costs	—		—		—		(16,714)		—		—		(16,714)		—		(16,714)
Amortization of deferred compensation	—		—		—		2,414		—		—		2,414		—		2,414
Amortization of interest rate hedges	—		—		—		—		—		327		327		—		327
Fair value of forward starting swaps	—		—		—		—		—		(7,818)		(7,818)		—		(7,818)




Balances at September 30, 2019	$	287,500	$	345,000	$	1,717	$	4,479,600	$	(469,646)	$	(17,674)	$	4,626,497	$	7	$	4,626,504


	Gain (Loss) on Cash Flow Hedges (1)
Beginning balance, December 31, 2019	$	(11,128)

Other comprehensive income (loss)	(7,617)
Reclassifications from accumulated other comprehensive income to net earnings	1,663		(2)
Net other comprehensive income (loss)	(5,954)
Ending balance, September 30, 2020	$	(17,082)


As a percentage of total revenues:
General and administrative	5.9	%	5.2	%	5.8%	5.5	%
Real estate	4.0	%	4.0	%	4.1%	4.1	%