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UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  FORM 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended December 31,
    2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to   Commission file number 1-8122
 GRUBB & ELLIS
    COMPANY(Exact name of registrant as
    specified in its charter)
  Delaware

94-1424307(State or other jurisdiction of

(IRS Employerincorporation or organization)

Identification No.)   1551
    North Tustin Avenue, Suite 300, Santa Ana, California
    92705
    (Address of principal executive offices) (Zip Code)
  (714) 667-8252
 (Registrants telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act: None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Regulation S-T o o
  Rule 12b-2
  Large accelerated filer

o

Accelerated filer

oNon-accelerated filer

þ

Smaller reporting company

o(Do not check if a smaller reporting company)   Rule 12b-2 o þ




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##### 





GRUBB &
    ELLIS COMPANYFORM 10-K
    TABLE OF CONTENTS
  PagePart IItem 1.

Business


1Item 1A.

Risk Factors


9Item 1B.

Unresolved Staff Comments


27Item 2.

Properties


27Item 3.

Legal Proceedings


28Item 4.

[Removed and Reserved]


29Part IIItem 5.

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


30Item 6.

Selected Financial Data


33Item 7.

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


35Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


60Item 8.

Financial Statements and Supplementary Data


62Item 9.

Changes in and Disagreements With Accountants on
    Accounting and Financial Disclosure


122Item 9A.

Controls and Procedures


122Item 9B.

Other Information


122Part IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


123Item 11.

Executive Compensation


129Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


148Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


152Item 14.

Principal Accounting Fees and Services


155Part IVItem 15.

Exhibits, Financial Statement Schedules


156Schedule II  Valuation and
    Qualifying Accounts


163Schedule III  Real Estate and
    Accumulated Depreciation


164Signatures


165EX-12.1EX-21EX-23.1EX-23.2EX-31.1EX-31.2EX-32   i




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GRUBB &
    ELLIS COMPANY
  PART I
  Item 1.
    Business.  General
      Recent
    Strategic and Financing Initiatives
    plus provided that




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30-day payment-in-kind
    Business
    Segments
  tenant-in-common
  Management
    Services
        best-in-class best-in-class
 2




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10-million-square-foot
    Transaction
    Services
            Investment
    Management
   3




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Daymark
    Realty Advisors
  tenant-in-common
    Our
    Strategy
    Convertible
    Notes
   4




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
    rank equally with all of our other unsecured senior indebtedness;
    effectively rank junior to any of our existing and future
    secured indebtedness to the extent of the assets securing such
    indebtedness; and
    will be structurally subordinated to any indebtedness and other
    liabilities of our subsidiaries.     5




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Property
    Dispositions
    Industry
    and Competition
    and/or
       6




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Environmental
    Regulation
  and/or
    and/or
  Seasonality
    Regulation
  Transaction
    and Property Management Services
   7




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Dealer-Manager
    Services
    Service
    Marks
    Real
    Estate Markets
    Employees
    Availability
    of this Report
  www.grubb-ellis.com Form 10-K, Form 10-Q, Form 8-K www.sec.gov Form 10-K Form 10-K,
  Form 10-K
 8




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Item 1A.
    Risk
    Factors.  Risks
    Related to Our Business in General
  Our
    current cash on-hand and cash flow from operations may not be
    sufficient to fund our future operating costs and liabilities or
    our growth strategy.
    A
    failure to close our Senior Secured Credit Facility with Colony
    Capital would have a material adverse affect on our business and
    financial condition.
    We may
    not have sufficient liquidity to satisfy our intercompany
    payable to NNN Realty Advisors, Inc., should such obligation
    become due and payable.
    We and
    our Daymark affiliate are involved in litigation relating to its
    tenant-in-common
    portfolio that may have a material adverse effect.
   9




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We may
    be required to satisfy guaranty and indemnity obligations in
    connection with loans that were used to finance properties
    acquired by our investment programs now managed by
    Daymark.
      
    a voluntary bankruptcy or similar insolvency proceeding of any
    borrower;
    a transfer of the property or any interest therein
    in violation of the loan documents;
    a violation by any borrower of the special purpose entity
    requirements set forth in the loan documents;
    any fraud or material misrepresentation by any borrower or any
    guarantor in connection with the loan;
    the gross negligence or willful misconduct by any borrower in
    connection with the property, the loan or any obligation under
    the loan documents;
    the misapplication, misappropriation or conversion of
    (i) any rents, security deposits, proceeds or other funds,
    (ii) any insurance proceeds paid by reason of any loss,
    damage or destruction to the property, and (iii) any awards
    or other amounts received in connection with the condemnation of
    all or a portion of the property;
    any waste of the property caused by acts or omissions of
    borrower of the removal or disposal of any portion of the
    property after an event of default under the loan
    documents; and
    the breach of any obligations set forth in an environmental or
    hazardous substances indemnity agreement from borrower.     10




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Guarantees
  Failure
    by our subsidiaries to pay liabilities arising under the
    non-recourse carve-out guarantees and indemnities when due, or
    the insolvency of Daymark or certain of its subsidiaries,
    including NNNRA, may trigger a cross default under our
    Convertible Notes.
    There
    are no assurances that we will be able to obtain the requisite
    consents from our holders of Convertible Notes to amend the
    Convertible Note indenture to eliminate certain events of
    default, certain of which could occur as a consequence of recent
    events.
   11




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The
    insolvency of Daymark or one or more of its subsidiaries,
    including NNNRA and GERI, could subject us to variety of legal
    claims, cause reputational damage, result in a loss of business
    and employees and may have a material adverse effect on our
    business.
    We are
    obligated to pay quarterly dividends with respect to our
    Preferred Stock; we failed to make our last preferred dividend
    payment.
      The
    ongoing weakness in the general economy and the real estate
    market has negatively impacted and could continue to negatively
    impact our business and financial results.
    
    a decline in acquisition, disposition and leasing activity;
    a decline in the supply of capital invested in commercial real
    estate;
    a decline in fees collected from investment management programs,
    which are dependent upon demand for investment in commercial
    real estate; and 12




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
    a decline in the value of real estate and in rental rates, which
    would cause us to realize lower revenue from:
    property management fees, which in certain cases are calculated
    as a percentage of the revenue of the property under
    management; and
    commissions or fees derived from property valuation, sales and
    leasing, which are typically based on the value, sale price or
    lease revenue commitment, respectively.    We may
    not be able to comply with the NYSEs continued listing
    requirements, which failure would cause our common stock to be
    delisted from trading on the NYSE, trigger a fundamental
    change and repurchase obligation under our Convertible
    Notes, and could have a material adverse effect on the liquidity
    and value of our common stock.
  Over-the-Counter
  We
    operate in a highly competitive business with numerous
    competitors, some of which may have greater financial and
    operational resources than we do.
   13




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As a
    service-oriented company, we depend upon the retention of senior
    management and key personnel, and the loss of our current
    personnel or our failure to hire and retain additional personnel
    could harm our business. Our current stock price, as well as
    limited number of stock available under our Omnibus Equity Plan,
    could materially impair our ability to hire and retain key
    personnel.
    Failure
    to manage any future growth effectively may have a material
    adverse effect on our financial condition and results of
    operations.
    Risks
    Related to Our Transaction Services and Management Services
    Businesses
  Our
    quarterly operating results are likely to fluctuate due to the
    seasonal nature of our business and may fail to meet
    expectations, which may cause the price of our securities to
    decline.
   14




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If the
    properties that we manage fail to perform, then our business and
    results of operations could be harmed.
    
    our ability to attract and retain creditworthy tenants;
    the magnitude of defaults by tenants under their respective
    leases;
    our ability to control operating expenses;
    governmental regulations, local rent control or stabilization
    ordinances which are in, or may be put into, effect;
    various uninsurable risks;
    financial condition of certain clients;
    financial conditions prevailing generally and in the areas in
    which these properties are located;
    the nature and extent of competitive properties; and
    the general real estate market.    If we
    fail to comply with laws and regulations applicable to real
    estate brokerage, appraisal and mortgage transactions and other
    business lines, then we may incur significant financial
    penalties.
   15




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We may
    not be able to replace affiliate offices when affiliation
    agreements are terminated which may decrease our scope of
    services and geographic reach.
    We may
    have liabilities in connection with real estate brokerage and
    property and facilities management activities.
  standard-of-care
    Environmental
    regulations may adversely impact our business and/or cause us to
    incur costs for cleanup of hazardous substances or wastes or
    other environmental liabilities.
  and/or
     16




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and/or
  We may
    expand our business to include international operations so that
    we may be more competitive, but in doing so we could subject
    ourselves to social, political and economic risks of doing
    business in foreign countries.
    
    lack of substantial experience operating in international
    markets;
    lack of recognition of the Grubb & Ellis brand name in
    international markets;
    difficulties and costs of staffing and managing international
    operations;
    currency restrictions, which may prevent the transfer of capital
    and profits to the United States;
    diverse foreign currency fluctuations;
    changes in regulatory requirements;
    potentially adverse tax consequences;
    the responsibility of complying with multiple and potentially
    conflicting laws;
    the impact of regional or country-specific business cycles and
    economic instability;
    the geographic, time zone, language and cultural differences
    among personnel in different areas of the world;
    political instability; and
    foreign ownership restrictions with respect to operations in
    certain countries.    Risks
    Related to our Investment Management Businesses
  The
    performance of our Daymark operations could adversely affect our
    non-traded REIT business, as it could cause harm to our
    reputation, cause the loss of third-party broker-dealer selling
    agreements and limit our ability to sign future third-party
    broker-dealer selling agreements.
   17




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Our
    revenue streams generated from our sponsored non-traded REIT are
    subject to limitation or cancellation.
    The
    inability to access investors for our non-traded REIT through
    broker-dealers or other intermediaries could have a material
    adverse effect on our business.
    The
    termination of any of our broker-dealer relationships,
    especially given the limited number of key broker-dealers, could
    have a material adverse effect on our business.
    Misconduct
    by third-party selling broker-dealers or our sales force, could
    have a material adverse effect on our business.
    Our
    REIT is structured to provide favorable tax treatment to
    investors. If our REIT fails to satisfy the requirements
    necessary to permit this favorable tax treatment, we could be
    subject to claims by investors
 18




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and our reputation for structuring these transactions
    would be negatively affected, which would have an adverse effect
    on our financial condition and results of operations.
  i.e.
  Regulatory
    uncertainties related to our broker-dealer services could harm
    our business.
  cease-and-desist
  An
    increase in interest rates may negatively affect the equity
    value of our programs or cause us to lose potential investors to
    alternative investments, causing the fees we receive for
    transaction and management services to be reduced.
    Increasing
    competition for the acquisition of real estate may impede our
    ability to make future acquisitions which would reduce the fees
    we generate from investment programs and could adversely affect
    our operating results and financial condition.
   19




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Healthcare
    REIT IIs real estate investments may be concentrated in
    medical office buildings or other healthcare-related facilities,
    making it more vulnerable economically than if its investments
    were diversified.
      Risks
    Related to our Daymark Business
  Declines
    in asset value, reductions in distributions in investment
    programs or loss of properties to foreclosure could adversely
    affect Daymarks business, as it could cause harm to its
    reputation, cause the loss of management contracts and
    potentially expose it to legal liability.
    Failure
    by Daymarks subsidiaries, including NNNRA, to maintain
    minimum net worth requirements could negatively impact
    Daymarks operations.
   20




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Failure
    by Daymarks subsidiary, Grubb & Ellis Realty
    Investors, to maintain a minimum net worth of $500,000 will
    trigger an event of default under the NNN Collateralized Senior
    Notes of $16.3 million.
    Daymarks
    affiliates may have liability under certain non-recourse
    carve-out guarantees as a result of bankruptcy filings by
    non-affiliated
    tenant-in-common
    owners.
    Daymarks officers and directors, in the exercise of
    their fiduciary duties, may make decisions that are contrary to
    our best interests.
    Daymarks
    revenues are depended on the performance of the portfolio it
    manages.
   21




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Daymarks
    management agreements are subject to termination.
    A
    significant amount of Daymarks managed programs were
    structured to provide favorable tax treatment to investors. If a
    program fails to satisfy the requirements necessary to permit
    this favorable tax treatment, Daymark and its affiliates could
    be subject to claims by investors, which would have an adverse
    effect on our financial condition and results of
    operations.
    Future
    pressures to lower, waive or credit back our fees could reduce
    Daymarks revenue and profitability.
    We
    depend upon our programs tenants to pay rent, and their
    inability to pay rent may substantially reduce certain fees we
    receive which are based on gross rental amounts.
    
    downturns in national or regional economic conditions where our
    programs properties are located, which generally will
    negatively impact the demand and rental rates;
    changes in local market conditions such as an oversupply of
    properties, including space available by sublease or new
    construction, or a reduction in demand for properties in our
    programs, making it more difficult for our programs to lease
    space at attractive rental rates or at all;
    competition from other available properties, which could cause
    our programs to lose current or prospective tenants or cause
    them to reduce rental rates; and 22




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
    changes in federal, state or local regulations and controls
    affecting rents, prices of goods, interest rates, fuel and
    energy consumption.    Conflicts
    of interest inherent in transactions between our programs and
    us, and among our programs, could create liability for us that
    could have a material adverse effect on our results of
    operations and financial condition.
    
    we experience conflicts of interests with certain of our
    directors, officers and affiliates from time to time with regard
    to any of our investments, transactions and agreements in which
    we hold a direct or indirect pecuniary interest;
    since we receive both management fees and disposition fees for
    our programs properties, we could be in conflict with our
    programs over whether their properties should be sold or held by
    the program and we may make decisions or take actions based on
    factors other than in the best interest of investors of a
    particular sponsored investor program;
    we may face conflicts of interests as to how we allocate
    prospective tenants among competing programs;
    we may face conflicts of interests if programs sell properties
    to each other or invest in each other; and
    our executive officers will devote only as much of their time to
    a program as they determine is reasonably required, which may be
    substantially less than full time; during times of intense
    activity in other programs, these officers may devote less time
    and fewer resources to a program than are necessary or
    appropriate to manage the programs business.    The
    offerings conducted to raise capital for our TIC programs were
    done in reliance on exemptions from the registration
    requirements of the Securities Act. A failure to satisfy the
    requirements for the appropriate exemption could provide the
    investors with rescission rights, which would have a material
    adverse effect on our business and results of
    operations.
    The
    inability to identify suitable refinance options may negatively
    impact investment program performance and cause harm to our
    reputation, cause the loss of management contracts and
    potentially expose us to legal liability.
   23




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Risks
    Related to us in General
  Delaware
    law and provisions of our amended and restated certificate of
    incorporation and restated bylaws contain provisions that could
    delay, deter or prevent a change of control.
    
    the authority of our board to issue, without shareowner
    approval, preferred stock with such terms as our board may
    determine;
    the authority of our board to adopt, amend or repeal our bylaws;
    and
    a prohibition on holders of less than a majority of our
    outstanding shares of capital stock calling a special meeting of
    our shareowners.    We
    have the ability to issue blank check preferred stock, which
    could adversely affect the voting power and other rights of the
    holders of our common stock.
   24




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We
    have shelf registrations on behalf of various security owners
    currently outstanding and may be obligated to file another shelf
    registration statement immediately, all of which could have a
    negative impact on our share price.
    Future
    sales of our common stock could adversely affect our stock
    price.
    The
    12% Preferred Stock will rank senior to our common stock but
    junior to all of our liabilities and our subsidiaries
    liabilities, in the event of a bankruptcy, liquidation or
    winding-up.
  winding-up, winding-up,
    There
    may be future sales or other dilution of our equity, which may
    adversely affect the market price of our common stock or the 12%
    Preferred Stock and may negatively impact the holders
    investment.
  winding-up,
 25




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Holders
    of the 12% Preferred Stock do not have identical rights as
    holders of common stock until they acquire the common stock, but
    will be subject to all changes made with respect to the our
    common stock.
    We may
    not have the funds necessary to repurchase the 12% Preferred
    Stock following a fundamental change.
    Uninsured
    and underinsured losses may adversely affect
    operations.
     26




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There
    are risks associated with our outstanding
    indebtedness.
    The
    Convertible Notes are subject to customary events of
    default.
    We may
    not have the funds, or the ability to raise the funds, necessary
    to repurchase the Convertible Notes upon a fundamental change or
    to repay the Convertible Notes at maturity.
    
    when a person or group becomes the beneficial owner, directly or
    indirectly, of 50% or more of the total voting power of
    us; or
    upon the consummation of (i) any recapitalization,
    reclassification or change of our common stock; (ii) any
    statutory share exchange consolidation or merger pursuant to
    which our common stock is converted into cash, securities or
    other property; (iii) any disposition, directly or
    indirectly, of all or substantially all our assets and the
    assets of our subsidiaries, considered as a whole; or
    during any period of two consecutive years, individuals who at
    the beginning of such period constituted our Board cease for any
    reason to constitute 50% or more of our Board then in
    office; or
    our shareowners shall have approved any plan of liquidation or
    dissolution; or
    our common stock ceases to be listed on the NYSE, the Nasdaq
    Global Select Market, the Nasdaq Global Market or the NYSE Amex
    (or their respective successors).    Item 1B.
    Unresolved
    Staff Comments.    Item 2.
    Properties.   27




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Item 3.
    Legal
    Proceedings.  General
  tenant-in-common
  Met Center 10  tenant-in-common NNN Met Center 10 1, LLC, et
    al. v. Grubb & Ellis Realty Investors, LLC NNN Met Center 10, LLC v. Met Center Partners-6, Ltd.,
    et al. No. D-1-GN-08-002104 NNN Met Center
    10-1,
    LLC v. Lexington Insurance Company, et al. No. D-1-GN-10-004495 NNN Met Center 10, LLC v. Lexington Insurance
    Company, et al. No. D-1-GN-11-000848
     28




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and/or
  TIC Program Exchange Litigation  Sidney Mandel, et al. v. Grubb & Ellis Realty
    Investors, LLC, et al,
  Britannia II Office Park  NNN Britannia Business Center
    II  17, LLC, et al. v. Grubb & Ellis
    Inc., et al., Case
    No. RG10-527282.
  Durham Office Park  NNN Durham
    Office Portfolio I, LLC, et al. v. Grubb &
    Ellis Company, et al., Case No. 10 CVS 4392.
  Item 4.
    [Removed
    and Reserved]. 29




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GRUBB &
    ELLIS COMPANY
 PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities.  Market
    and Price Information
    2010


2009High


Low


High


LowFirst Quarter

$
2.34


$
1.26


$
1.29


$
0.25Second Quarter

$
2.35


$
0.91


$
1.31


$
0.50Third Quarter

$
1.47


$
0.91


$
1.96


$
0.55Fourth Quarter

$
1.43


$
1.03


$
2.17


$
1.15     360-day 30-day
  Sales of
    Unregistered Securities
         30




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Equity
    Compensation Plan Information
    Number of securitiesremaining availableWeighted average


forNumber of securities to


exercise price of


future issuance underbe


outstanding


equity compensationissued upon exercise of


options,


plans (excludingoutstanding options,


warrants and


securities reflected inwarrants and rights


rights


column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by security holders


401,928


$
10.31



299,724Equity compensation plans not approved by security holders(1)










Total


401,928


$
10.31



299,724     (1)
    
    As of December 31, 2010, an aggregate of 4.1 million
    phantom shares of our common stock under the (1) deferred
    compensation plan were outstanding.  Issuer
    Purchases of Equity Securities
    Total Number of Shares


Average PricePurchased(1)


Paid per ShareJanuary 1  March 31


38,962


$
1.74April 1  June 30


34,591


$
1.25July 1  September 30


16,787


$
1.16October 1  December 31


155,360


$
1.10     (1)
    
    Represents shares that were purchased in connection with funding
    employee income tax withholding obligations arising upon the
    lapse of restrictions on restricted shares.  Grubb &
    Ellis Stock Performance
  This section entitled, Grubb & Ellis Stock
    Performance is not to be deemed to be soliciting
    material or to be filed with the SEC or
    subject to Regulation 14A or 14C or to the liabilities of
    Section 18 of the Exchange Act, except to the extent that
    we specifically request that such information be treated as
    soliciting material or specifically incorporate it by reference
    into any filing under the Securities Act or the Exchange Act.
  66-month
 31




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COMPARISON OF 66
    MONTH CUMULATIVE TOTAL RETURN* Among
    Grubb & Ellis Company, the S&P 500 Index
    and a Peer Group
  
  *$100
    invested on
    6/30/05 in
    stock or index, including reinvestment of dividends. Fiscal year
    ending December 31.
  Copyright©

    2011 S&P, a division of The McGraw-Hill Companies Inc. All
    rights reserved.
  6/05


6/06


6/07


12/07


12/08


12/09


12/10Grubb & Ellis Company


100.00



132.14



165.71



91.95



18.56



19.16



19.01S&P 500


100.00



108.63



131.00



129.21



81.40



102.94



118.45Peer Group


100.00



178.69



251.32



151.47



40.44



104.38



152.16   The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
 32




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Item 6.
    Selected
    Financial Data.    Year Ended December 31,(In thousands, except per share
    data)

2010

2009

2008

2007(1)

2006(2)Consolidated Statement of Operations Data:Total services revenue

$
554,095


$
505,360


$
595,495


$
201,538


$
99,599Total revenue


575,457



527,914



619,678



225,210



108,543Total compensation costs


519,694



475,068



512,280



104,109



49,449Total operating expense


646,001



633,310



896,288



189,508



97,633Operating (loss) income


(70,544
)


(105,396
)


(276,610
)


35,702



10,910(Loss) income from continuing operations


(70,793
)


(82,675
)


(304,072
)


24,801



21,012Net (loss) income


(69,731
)


(80,499
)


(342,589
)


23,033



20,049Net (loss) income attributable to Grubb & Ellis Company


(66,780
)


(78,838
)


(330,870
)


21,072



19,971Net (loss) income attributable to Grubb & Ellis
    Company common shareowners


(78,368
)


(80,608
)


(330,870
)


20,607



19,552Basic (loss) income from continuing operations per share
    attributable to Grubb & Ellis Company common
    shareowners

$
(1.23
)

$
(1.30
)

$
(4.60
)

$
0.58


$
1.04Basic (loss) earnings per share attributable to
    Grubb & Ellis Company common shareowners

$
(1.21
)

$
(1.27
)

$
(5.21
)

$
0.53


$
0.99Diluted (loss) earnings per share attributable to
    Grubb & Ellis Company common shareowners

$
(1.21
)

$
(1.27
)

$
(5.21
)

$
0.53


$
0.99Basic weighted average shares outstanding


64,756



63,645



63,515



38,652



19,681Diluted weighted average shares outstanding


64,756



63,645



63,515



38,653



19,694Dividends declared per common share

$



$



$
0.205


$
0.36


$
0.10Dividends declared per preferred share

$
12.00


$
1.8333


$



$



$
Consolidated Statement of Cash Flow Data:Net cash (used in) provided by operating activities

$
(21,744
)

$
(51,789
)

$
(33,629
)

$
33,543


$
17,356Net cash provided by (used in) investing activities


38,025



86,557



(76,330
)


(486,909
)


(56,203
)Net cash (used in) provided by financing activities


(24,463
)


(28,652
)


93,616



400,468



140,525   33




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##### Table of Contents



December 31,2010

2009

2008

2007

2006Consolidated Balance Sheet Data (at end of period):Total assets

$
286,946


$
357,324


$
520,277


$
988,542


$
347,709Long Term Liabilities:Line of credit














8,000



Mortgage notes, notes payable and capital lease obligations


70,589



70,755



70,203



70,343



843NNN Senior Notes


16,277



16,277



16,277



16,277



10,263Convertible notes


30,133















Preferred stock (12% cumulative participating perpetual
    convertible)


90,080



90,080











Total Grubb & Ellis shareowners (deficit) equity


(68,089
)


1,327



70,171



404,056



217,125     (1)
    
    Based on Generally Accepted Accounting Principles (GAAP), the
    operating results for the year ended December 31, 2007
    includes the results of legacy NNN Realty Advisors, Inc. prior
    to the stock merger with Grubb & Ellis Company on
    December 7, 2007 (the Merger) for the full
    periods presented and the results of the legacy
    Grubb & Ellis Company for the period from
    December 8, 2007 through December 31, 2007.(2)
    
    Includes a full year of operating results of GERI (formerly
    Triple Net Properties, LLC), one and one-half months of Triple
    Net Properties Realty, Inc. (Realty) (acquired on
    November 16, 2006) and one-half month of
    Grubb & Ellis Securities Inc. (formerly NNN Capital
    Corp.) (acquired on December 14, 2006). GERI was treated as
    the acquirer in connection with these transactions.  Non-GAAP Financial
    Measures
       34




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##### Table of Contents



Year Ended December 31,(In thousands)

2010


2009


2008Net loss attributable to Grubb & Ellis Company

$
(66,780
)

$
(78,838
)

$
(330,870
)Interest expense, depreciation and amortization from
    discontinued operations


4,460



5,772



20,054Interest expense


8,504



13,138



11,014Interest income


(428
)


(555
)


(902
)Depreciation and amortization


12,665



11,727



13,313Taxes


(78
)


(975
)


8,595EBITDA


(41,657
)


(49,731
)


(278,796
)Gain related to the repayment of the credit facility, net






(21,935
)


Other discontinued operations


(5,522
)


(7,948
)


18,463Charges related to sponsored programs


6,530



23,348



27,771Real estate related impairment


859



15,305



35,637Goodwill and intangible asset impairment


2,769



738



181,285Write off of investment in Grubb & Ellis Realty
    Advisors, net










5,828Share-based based compensation


9,147



10,876



11,907Amortization of signing bonuses


7,058



7,535



7,603Severance and other charges


5,880







Loss on marketable securities










1,783Merger related costs










14,732Amortization of contract rights










1,179Real estate operations


(3,805
)


(3,497
)


(4,626
)Other


(913
)


1,319



163Adjusted EBITDA

$
(19,654
)

$
(23,990
)

$
22,929   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.    This Annual Report contains statements that are
    forward-looking and as such are not historical facts. Rather,
    these statements constitute projections, forecasts or
    forward-looking statements within the meaning of the Private
    Securities Litigation Reform Act of 1995. You should not place
    undue reliance on these statements. Forward-looking statements
    include information concerning our liquidity and possible or
    assumed future results of operations, including descriptions of
    our business strategies. These statements often include words
    such as believe, expect,
    anticipate, intend, plan,
    estimate seek, will,
    may or similar expressions. These statements are
    based on certain assumptions that we have made in light of our
    experience in the industry as well as our perceptions of the
    historical trends, current conditions, expected future
    developments and other factors we believe are appropriate under
    these circumstances.
  All such forward-looking statements speak only as of the date
    of this Annual Report. We expressly disclaim any obligation or
    undertaking to release publicly any updates or revisions to any
    forward-looking statements contained herein to reflect any
    change in our expectations with regard thereto or any change in
    events, conditions or circumstances on which any such statement
    is based.
  As you read this Annual Report, you should understand that
    these statements are no guarantees of performance or results.
    They involve risks, uncertainties and assumptions. You should
    understand the risks and uncertainties discussed in
    Item 1A  Risk Factors and elsewhere
    in this Annual Report, could affect our
 35




---



##### Table of Contents



actual financial results and could cause actual results to
    differ materially from those expressed in the forward-looking
    statements. Some important factors include, but are not limited
    to:
  
    our limited current cash on-hand and negative cash flow from
    operations;
    our intercompany payable to NNN Realty Advisors, Inc.;
    litigation relating to Daymarks TIC portfolio;
    our potential liability under loan guaranties executed in
    connection with Daymarks TIC portfolio;
    the potential insolvency of NNN Realty Advisors, Inc. and its
    affiliates;
    our obligation to pay quarterly dividends under our preferred
    stock;
    our ability to meet the continued listing requirements under the
    New York Stock Exchange for our common stock;
    the continued weakened national economy in general and the
    commercial real estate markets in particular;
    changes in general economic and business conditions, including
    interest rates, the cost and availability of financing of
    capital for investment in real estate, clients willingness
    to make real estate commitments and other factors impacting the
    value of real estate assets;
    our ability to retain major clients and renew related contracts;
    our ability to retain advisory and management contracts on
    sponsored REIT and TIC programs, respectively;
    the failure of properties sponsored or managed by us to perform
    as anticipated;
    the current failure by NNN Realty Advisors, Inc. or its
    affiliates to maintain minimum net worth requirements under TIC
    program loan documents;
    significant variability in our results of operations among
    quarters;
    our ability to retain our senior management and attract and
    retain qualified and experienced employees;
    our ability to comply with the laws and regulations applicable
    to real estate brokerage investment syndication, property
    management and mortgage transactions;
    our ability to sign and retain selling agreements for our
    non-traded REIT;
    reliance of companies on outsourcing for their commercial real
    estate needs;
    diversification of our client base;
    trends in pricing for commercial real estate services; and
    the effect of implementation of new tax and accounting rules and
    standards.  Overview
    and Background
  Segment
    Reporting
 36




---



##### Table of Contents



Critical
    Accounting Policies
    Revenue
    Recognition
  Management
    Services
  on-site
  Transaction
    Services
    Investment
    Management
  Real Estate  General Topic Real Estate  Retail Land
   37




---



##### Table of Contents



Investment
    Management  Daymark
        Basis
    of Presentation and Principles of Consolidation
  Consolidation
 38




---



##### Table of Contents



Litigation
  and/or
  Impairment
    of Long-Lived Assets
    non-amortizing Intangibles  Goodwill and Other
 39




---



##### Table of Contents



Recently
    Issued Accounting Pronouncements
  Form 10-K.
  RESULTS
    OF OPERATIONS
  Overview
      tenant-in-common
 40




---



##### Table of Contents



Year Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
    Year Ended December 31,


Change(In thousands)

2010


2009


$


%RevenueManagement services

$
274,606


$
274,880


$
(274
)


(0.1
)%Transaction services


236,238



173,394



62,844



36.2Investment management


21,333



30,368



(9,035
)


(29.8
)Investment Management  Daymark


21,918



26,718



(4,800
)


(18.0
)Rental related


21,362



22,554



(1,192
)


(5.3
)Total revenue


575,457



527,914



47,543



9.0Operating ExpenseCompensation costs


519,694



475,068



44,626



9.4General and administrative


75,624



74,390



1,234



1.7Provision for doubtful accounts


9,363



24,752



(15,389
)


(62.2
)Depreciation and amortization


12,665



11,727



938



8.0Rental related


16,523



18,192



(1,669
)


(9.2
)Interest


8,504



13,138



(4,634
)


(35.3
)Real estate related impairments


859



15,305



(14,446
)


(94.4
)Intangible asset impairment


2,769



738



2,031



275.2Total operating expense


646,001



633,310



12,691



2.0Operating Loss


(70,544
)


(105,396
)


34,852



33.1Other (Expense) IncomeEquity in losses of unconsolidated entities


(1,413
)


(1,148
)


(265
)


(23.1
)Interest income


428



555



(127
)


(22.9
)Gain on extinguishment of debt






21,935



(21,935
)


(100.0
)Other


658



404



254



62.9Total other (expense) income


(327
)


21,746



(22,073
)


(101.5
)Loss from continuing operations before income tax provision


(70,871
)


(83,650
)


12,779



15.3Income tax benefit


78



975



(897
)


(92.0
)Loss from continuing operations


(70,793
)


(82,675
)


11,882



14.4Discontinued OperationsLoss from discontinued operations  net of taxes


(211
)


(5,266
)


5,055



96.0Gain on disposal of discontinued operations  net of
    taxes


1,273



7,442



(6,169
)


(82.9
)Total income from discontinued operations


1,062



2,176



(1,114
)


(51.2
)Net Loss


(69,731
)


(80,499
)


10,768



13.4Net loss attributable to noncontrolling interests


(2,951
)


(1,661
)


(1,290
)


(77.7
)Net loss attributable to Grubb & Ellis Company


(66,780
)


(78,838
)


12,058



15.3Preferred stock dividends


(11,588
)


(1,770
)


(9,818
)


(554.7
)Net (loss) income attributable to Grubb & Ellis
    Company common shareowners

$
(78,368
)

$
(80,608
)

$
2,240



2.8
%  41




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##### Table of Contents



Revenue
  Management
    Services Revenue
    Transaction
    Services Revenue
    Investment
    Management Revenue
    start-up
    Investment
    Management  Daymark Revenue
    year-over-year
 42




---



##### Table of Contents



Rental
    Revenue
    Operating
    Expense Overview
    Compensation
    Costs
   43




---



##### Table of Contents



Year EndedDecember 31,


Change2010


2009


$MANAGEMENT SERVICESCompensation costs

$
37,604


$
36,701


$
903Transaction commissions and related costs


16,999



12,623



4,376Reimbursable salaries, wages and benefits


190,538



193,682



(3,144
)Total


245,141



243,006



2,135TRANSACTION SERVICESCompensation costs


48,690



44,273



4,417Transaction commissions and related costs


156,290



112,399



43,891Total


204,980



156,672



48,308INVESTMENT MANAGEMENTCompensation costs


10,481



13,428



(2,947
)Transaction commissions and related costs


3,215



5,530



(2,315
)Reimbursable salaries, wages and benefits


3,187



2,824



363Total


16,883



21,782



(4,899
)INVESTMENT MANAGEMENT  DAYMARKCompensation costs


11,078



13,397



(2,319
)Transaction commissions and related costs


(261
)


84



(345
)Reimbursable salaries, wages and benefits


7,415



6,606



809Total


18,232



20,087



(1,855
)Compensation costs related to corporate overhead


20,115



22,645



(2,530
)Severance costs


5,196







5,196Share-based compensation


9,147



10,876



(1,729
)Total compensation costs

$
519,694


$
475,068


$
44,626   General
    and Administrative
      Provision
    for Doubtful Accounts
    Depreciation
    and Amortization
   44




---



##### Table of Contents



Rental
    Expense
    Interest
    Expense
    Real
    Estate Related Impairments
    Discontinued Operations
  Intangible
    Assets Impairment
    Equity in
    Losses of Unconsolidated Real Estate
   45




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##### Table of Contents



Gain on
    Extinguishment of Debt
    Other
    Income
    Discontinued
    Operations
  Property, Plant, and Equipment
  Income
    Tax
    Net Loss
    Attributable to Noncontrolling Interests
    Net Loss
    Attributable to Grubb & Ellis Company
    Net Loss
    Attributable to Grubb & Ellis Company Common
    Shareowners
   46




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##### Table of Contents



Year Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
    Year Ended December 31,


Change(In thousands)

2009


2008


$


%RevenueManagement services

$
274,880


$
253,664


$
21,216



8.4
%Transaction services


173,394



240,250



(66,856
)


(27.8
)Investment management


30,368



50,982



(20,614
)


(40.4
)Investment Management  Daymark


26,718



50,599



(23,881
)


(47.2
)Rental related


22,554



24,183



(1,629
)


(6.7
)Total revenue


527,914



619,678



(91,764
)


(14.8
)Operating ExpenseCompensation costs


475,068



512,280



(37,212
)


(7.3
)General and administrative


74,390



90,397



(16,007
)


(17.7
)Provision for doubtful accounts


24,752



19,831



4,921



24.8Depreciation and amortization


11,727



13,313



(1,586
)


(11.9
)Rental related


18,192



17,799



393



2.2Interest


13,138



11,014



2,124



19.3Merger related costs






14,732



(14,732
)


(100.0
)Real estate related impairments


15,305



35,637



(20,332
)


(57.1
)Goodwill and intangible asset impairment


738



181,285



(180,547
)


(99.6
)Total operating expense


633,310



896,288



(262,978
)


(29.3
)Operating Loss


(105,396
)


(276,610
)


171,214



61.9Other (Expense) IncomeEquity in losses of unconsolidated entities


(1,148
)


(13,311
)


12,163



91.4Interest income


555



902



(347
)


(38.5
)Gain on extinguishment of debt


21,935







21,935



Other


404



(6,458
)


6,862



106.3Total other income (expense)


21,746



(18,867
)


40,613



215.3Loss from continuing operations before income tax provision


(83,650
)


(295,477
)


211,827



71.7Income tax benefit (provision)


975



(8,595
)


9,570



111.3Loss from continuing operations


(82,675
)


(304,072
)


221,397



72.8Discontinued OperationsLoss from discontinued operations  net of taxes


(5,266
)


(38,874
)


33,608



86.5Gain on disposal of discontinued operations  net of
    taxes


7,442



357



7,085



1,984.6Total income (loss) from discontinued operations


2,176



(38,517
)


40,693



105.6Net Loss


(80,499
)


(342,589
)


262,090



76.5Net loss attributable to noncontrolling interests


(1,661
)


(11,719
)


10,058



85.8Net loss attributable to Grubb & Ellis Company


(78,838
)


(330,870
)


252,032



76.2Preferred stock dividends


(1,770
)






(1,770
)


Net (loss) income attributable to Grubb & Ellis
    Company common shareowners

$
(80,608
)

$
(330,870
)

$
250,262



75.6
%  47




---



##### Table of Contents



Revenue
  Management
    Services Revenue
    Transaction
    Services Revenue
    Investment
    Management Revenue
    start-up
    Investment
    Management  Daymark Revenue
       48




---



##### Table of Contents



Rental
    Revenue
    Operating
    Expense Overview
    Compensation
    Costs
    Year EndedDecember 31,


Change2009


2008


$MANAGEMENT SERVICESCompensation costs

$
36,701


$
39,125


$
(2,424
)Transaction commissions and related costs


12,623



8,581



4,042Reimbursable salaries, wages and benefits


193,682



178,058



15,624Total


243,006



225,764



17,242TRANSACTION SERVICESCompensation costs


44,273



50,272



(5,999
)Transaction commissions and related costs


112,399



155,668



(43,269
)Total


156,672



205,940



(49,268
)INVESTMENT MANAGEMENTCompensation costs


13,428



14,697



(1,269
)Transaction commissions and related costs


5,530



9,278



(3,748
)Reimbursable salaries, wages and benefits


2,824



1,941



883Total


21,782



25,916



(4,134
)INVESTMENT MANAGEMENT  DAYMARKCompensation costs


13,397



15,550



(2,153
)Transaction commissions and related costs


84



16



68Reimbursable salaries, wages and benefits


6,606



4,517



2,089Total


20,087



20,083



4Compensation costs related to corporate overhead


22,645



22,670



(25
)Share-based compensation


10,876



11,907



(1,031
)Total compensation costs

$
475,068


$
512,280


$
(37,212
)  49




---



##### Table of Contents



General
    and Administrative
      Provision
    for Doubtful Accounts
    Depreciation
    and Amortization
  ,
  Rental
    Expense
    Interest
    Expense
  rd
  Merger
    Related Costs
    Real
    Estate Related Impairments
   50




---



##### Table of Contents



Discontinued Operations
  Goodwill
    and Intangible Assets Impairment
    Equity in
    Losses of Unconsolidated Real Estate
    Gain on
    Extinguishment of Debt
    Other
    Income (Expense)
   51




---



##### Table of Contents



Discontinued
    Operations
    Income
    Tax
    Net Loss
    Attributable to Noncontrolling Interests
    Net Loss
    Attributable to Grubb & Ellis Company
    Net Loss
    Attributable to Grubb & Ellis Company Common
    Shareowners
    Liquidity
    and Capital Resources
     52




---



##### Table of Contents



Current
    Sources of Capital and Liquidity
      Long-Term
    Liquidity Needs
    Factors
    That May Influence Future Sources of Capital and
    Liquidity
    Cash
    Flow
  Year
    Ended December 31, 2010 Compared to Year Ended
    December 31, 2009
     53




---



##### Table of Contents



Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
        Borrowings
  Convertible Notes Offering
 54




---



##### Table of Contents



NNN Senior Notes pari passu
  Mortgage Note
  Commitments,
    Contingencies and Other Contractual Obligations
  Contractual
    Obligations
   55




---



##### Table of Contents



Payments Due by PeriodLess Than








More Than1 Year


1-3 Years


3-5 Years


5 Years(In thousands)

2011


(2012-2013)


(2014-2015)


(After 2015)


TotalPrincipal  properties held for investment

$



$



$



$
70,000


$
70,000Interest  properties held for investment


4,467



8,946



8,934



5,581



27,928Principal  senior notes(1)






16,277











16,277Interest  senior notes(1)


1,397



2,509











3,906Principal  convertible notes










31,500







31,500Interest  convertible notes


2,504



5,009



3,334







10,847Principal  notes payable


330



554











884Interest  notes payable


22



12











34Operating lease obligations  others


4,585



9,170



7,468







21,223Operating lease obligations  general


20,037



31,496



15,011



8,963



75,507Capital lease obligations


712



34











746Total

$
34,054


$
74,007


$
66,247


$
84,544


$
258,852     (1)
    
    Assumes we exercise two one-year extension options. The interest
    rate will increase to 9.25% per annum during the extension
    period.  TIC Program Exchange Provisions
    Met 10 litigation
 56




---



##### Table of Contents



Guarantees
    December 31,(In thousands)

2010

2009Daymark non-recourse/carve-out guarantees of debt of properties
    under management(1)

$
2,944,311


$
3,306,631Grubb & Ellis Company non-recourse/carve-out
    guarantees of properties under management(1)

$
78,363


$
78,655Daymark and Grubb & Ellis Company
    non-recourse/carve-out guarantees of properties under
    management(2)

$
31,271


$
31,563Daymark non-recourse/carve-out guarantees of Company owned
    properties(1)

$
60,000


$
97,000Daymark recourse guarantees of debt of properties under
    management

$
12,900


$
21,900Grubb & Ellis Company recourse guarantees of debt of
    properties under management

$
11,998


$
11,998Daymark recourse guarantees of Company owned properties(3)

$
10,000


$
10,000Total

$
3,148,843


$
3,557,747     (1)
    
    A non-recourse/carve-out guarantee or indemnity
    generally imposes liability on the guarantor or indemnitor in
    the event the borrower engages in certain acts prohibited by the
    loan documents. Each non-recourse carve-out guarantee or
    indemnitor is an individual document entered into with the
    mortgage lender in connection with the purchase or refinance of
    an individual property. While there is not a standard document
    evidencing these guarantees or indemnities, liability under the
    non-recourse carve-out guarantees or indemnities generally may
    be triggered by, among other things, any or all of the following:  
    a voluntary bankruptcy or similar insolvency proceeding of any
    borrower;
    a transfer of the property or any interest therein
    in violation of the loan documents; 57




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##### Table of Contents




    a violation by any borrower of the special purpose entity
    requirements set forth in the loan documents;
    any fraud or material misrepresentation by any borrower or any
    guarantor in connection with the loan;
    the gross negligence or willful misconduct by any borrower in
    connection with the property, the loan or any obligation under
    the loan documents;
    the misapplication, misappropriation or conversion of
    (i) any rents, security deposits, proceeds or other funds,
    (ii) any insurance proceeds paid by reason of any loss,
    damage or destruction to the property, and (iii) any awards
    or other amounts received in connection with the condemnation of
    all or a portion of the property;
    any waste of the property caused by acts or omissions of
    borrower of the removal or disposal of any portion of the
    property after an event of default under the loan
    documents; and
    the breach of any obligations set forth in an environmental or
    hazardous substances indemnity agreement from borrower.    (2)
    
    Daymark and Grubb & Ellis Company are each joint and
    severally liable on such non-recourse/carve-out guarantees.(3)
    
    In addition to the $10.0 million principal guarantee,
    Daymark has guaranteed any shortfall in the payment of interest
    on the unpaid principal amount of the mortgage debt on one owned
    property.  Guarantees Contingencies
 58




---



##### Table of Contents



Guarantees
  Daymark tenant-in-common
 59




---



##### Table of Contents



Alesco
  Subsequent
    Events
    Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk.          Expected Maturity Date2011

2012

2013

2014

2015

Thereafter

Total

Fair ValueFixed rate debt  principal payments

$
330


$
554


$
16,277


$



$
31,500


$
70,000


$
118,661


$
105,257Weighted average interest rate on maturing debt


3.39
%


2.83
%


9.25
%






7.95
%


6.29
%


7.11
%


  60




---



##### Table of Contents



61




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data.  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 Grubb & Ellis CompanyReports of Independent Registered Public
    Accounting Firms


63Consolidated Balance Sheets as of
    December 31, 2010 and 2009


65Consolidated Statements of Operations for the
    years ended December 31, 2010, 2009 and 2008


66Consolidated Statements of Shareowners
    (Deficit) Equity for the years ended December 31, 2010,
    2009 and 2008


67Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008


68Notes to Consolidated Financial Statements for
    the years ended December 31, 2010, 2009 and 2008


70   62




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM        No. 2009-17,
        63




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              San Diego, California
    November 19, 2009

/s/ PKF
    PKF
    Certified Public Accountants
    A Professional Corporation  64




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED BALANCE SHEETS
 (In
    thousands, except share and per share amounts)
  December 31,2010


2009ASSETSCurrent assets:Cash and cash equivalents (including $307 and $581 from VIEs,
    respectively)

$
30,919


$
39,101Restricted cash (including $237 and $36 from VIEs, respectively)


8,488



13,875Investment in marketable equity securities (including $1,703 and
    $147 from VIEs, respectively)


2,849



690Accounts receivable from related parties  net
    (including $0 and $3 from VIEs, respectively)


3,834



9,117Note receivable  net


6,126



Notes and advances to related parties  net (including
    $3,610 and $0 from VIEs, respectively)


4,004



1,019Service fees receivable  net (including $915 and
    $1,076 from VIEs, respectively)


31,048



30,293Professional service contracts  net


3,468



3,626Real estate deposits and pre-acquisition costs






1,321Properties held for sale  net






36,416Identified intangible assets and other assets held for
    sale  net






4,370Prepaid expenses and other assets (including $111 and $38 from
    VIEs, respectively)


12,524



20,975Total current assets


103,260



160,803Accounts receivable from related parties  net


12,344



15,609Notes and advances to related parties  net (including
    $4,482 and $0 from VIEs, respectively)


8,271



14,607Professional service contracts  net


5,750



7,271Investments in unconsolidated entities (including $4,814 and
    $2,239 from VIEs, respectively)


5,178



3,783Properties held for investment  net


45,572



45,773Property, equipment and leasehold improvements  net
    (including $0 and $17 from VIEs, respectively)


11,493



13,134Identified intangible assets  net (including $20 and
    $44 from VIEs, respectively)


88,096



91,883Other assets  net (including $7 and $6 from VIEs,
    respectively)


5,461



4,461Goodwill


1,521



Total assets

$
286,946


$
357,324LIABILITIES AND SHAREOWNERS (DEFICIT) EQUITYCurrent liabilities:Accounts payable and accrued expenses (including $1,055 and $769
    from VIEs, respectively)

$
77,388


$
62,385Due to related parties (including $681 and $681 from VIEs,
    respectively)


2,178



2,749Notes payable and capital lease obligations


1,041



939Mortgage notes of properties held for sale






37,000Liabilities of properties held for sale  net






4,885Other liabilities


25,885



38,243Total current liabilities


106,492



146,201Long-term liabilities:NNN senior notes


16,277



16,277Convertible notes


30,133



Mortgage notes


70,000



70,000Notes payable and capital lease obligations (including $0 and
    $13 from VIEs, respectively)


589



755Other long-term liabilities


7,065



7,358Deferred tax liabilities


25,269



25,477Total liabilities


255,825



266,068Commitments and contingencies (Note 21)Preferred stock: 12% cumulative participating perpetual
    convertible; $0.01 par value; 1,000,000 shares
    authorized as of December 31, 2010 and 2009;
    965,700 shares issued and outstanding as of
    December 31, 2010 and 2009


90,080



90,080Shareowners (deficit) equity:Preferred stock: $0.01 par value; 19,000,000 shares
    authorized as of December 31, 2010 and 2009; no shares
    issued and outstanding as of December 31, 2010 and 2009






Common stock: $0.01 par value; 200,000,000 shares
    authorized as of December 31, 2010 and 2009; 70,076,451 and
    67,352,440 shares issued and outstanding as of
    December 31, 2010 and 2009, respectively


701



674Additional paid-in capital


409,943



412,754Accumulated deficit


(478,881
)


(412,101
)Other comprehensive income


148



Total Grubb & Ellis Company shareowners
    (deficit) equity


(68,089
)


1,327Noncontrolling interests (including $9,130 and ($507) from VIEs,
    respectively)


9,130



(151
)Total (deficit) equity


(58,959
)


1,176Total liabilities and (deficit) equity

$
286,946


$
357,324      65




---



##### Table of Contents



GRUBB &
    ELLIS COMPANYCONSOLIDATED STATEMENTS OF OPERATIONS(In thousands, except per share
    data)
  Year Ended December 31,2010


2009


2008REVENUEManagement services

$
274,606


$
274,880


$
253,664Transaction services


236,238



173,394



240,250Investment management


21,333



30,368



50,982Investment Management  Daymark


21,918



26,718



50,599Rental related


21,362



22,554



24,183Total revenue


575,457



527,914



619,678OPERATING EXPENSECompensation costs


519,694



475,068



512,280General and administrative


75,624



74,390



90,397Provision for doubtful accounts


9,363



24,752



19,831Depreciation and amortization


12,665



11,727



13,313Rental related


16,523



18,192



17,799Interest


8,504



13,138



11,014Merger related costs










14,732Real estate related impairments


859



15,305



35,637Goodwill and intangible asset impairment


2,769



738



181,285Total operating expense


646,001



633,310



896,288OPERATING LOSS


(70,544
)


(105,396
)


(276,610
)OTHER (EXPENSE) INCOMEEquity in losses of unconsolidated entities


(1,413
)


(1,148
)


(13,311
)Interest income


428



555



902Gain on extinguishment of debt






21,935



Other


658



404



(6,458
)Total other (expense) income


(327
)


21,746



(18,867
)Loss from continuing operations before income tax (provision)
    benefit


(70,871
)


(83,650
)


(295,477
)Income tax benefit (provision)


78



975



(8,595
)Loss from continuing operations


(70,793
)


(82,675
)


(304,072
)DISCONTINUED OPERATIONSLoss from discontinued operations  net of taxes


(211
)


(5,266
)


(38,874
)Gain on disposal of discontinued operations  net of
    taxes


1,273



7,442



357Total income (loss) from discontinued operations


1,062



2,176



(38,517
)NET LOSS


(69,731
)


(80,499
)


(342,589
)Net loss attributable to noncontrolling interests


(2,951
)


(1,661
)


(11,719
)NET LOSS ATTRIBUTABLE TO GRUBB & ELLIS COMPANY


(66,780
)


(78,838
)


(330,870
)Preferred stock dividends


(11,588
)


(1,770
)


Net loss attributable to Grubb & Ellis Company common
    shareowners

$
(78,368
)

$
(80,608
)

$
(330,870
)Basic (loss) earnings per shareLoss from continuing operations attributable to
    Grubb & Ellis Company common shareowners

$
(1.23
)

$
(1.30
)

$
(4.60
)Income (loss) from discontinued operations attributable to
    Grubb & Ellis Company common shareowners


0.02



0.03



(0.61
)Net loss per share attributable to Grubb & Ellis
    Company common shareowners

$
(1.21
)

$
(1.27
)

$
(5.21
)Diluted (loss) earnings per shareLoss from continuing operations attributable to
    Grubb & Ellis Company common shareowners

$
(1.23
)

$
(1.30
)

$
(4.60
)Income (loss) from discontinued operations attributable to
    Grubb & Ellis Company common shareowners


0.02



0.03



(0.61
)Net loss per share attributable to Grubb & Ellis
    Company common shareowners

$
(1.21
)

$
(1.27
)

$
(5.21
)Basic weighted average shares outstanding


64,756



63,645



63,515Diluted weighted average shares outstanding


64,756



63,645



63,515    66




---



##### Table of Contents



GRUBB &
    ELLIS COMPANYCONSOLIDATED STATEMENTS OF SHAREOWNERS
    (DEFICIT) EQUITY (In thousands)
  Accumulated


(Accumulated


Total Grubb &Additional


Other


Deficit)


Ellis Company


Non-


TotalCommon Stock


Paid-In


Comprehensive


Retained


Shareowners


Controlling


EquityShares


Amount


Capital


Loss


Earnings


(Deficit) Equity


Interests


(Deficit)Balance as of December 31, 2007


64,825


$
648


$
393,665


$
(1,049
)

$
10,792


$
404,056


$
29,896


$
433,952Dividends declared


















(13,395
)


(13,395
)






(13,395
)Vesting of share-based compensation










11,248







210



11,458







11,458Repurchase of common stock


(532
)


(5
)


(1,835
)










(1,840
)






(1,840
)Issuance of restricted shares to directors, officers and
    employees


1,552



15



(15
)


















Issuance of stock to directors, officers and employees related
    to equity compensation awards


77



1



378











379







379Forfeiture of non-vested restricted shares


(539
)


(5
)


(75
)










(80
)






(80
)Contributions from noncontrolling interests


























15,084



15,084Distributions to noncontrolling interests


























(4,093
)


(4,093
)Deconsolidation of sponsored programs


























(27,441
)


(27,441
)Compensation expense on profit sharing arrangements


























1,878



1,878Change in unrealized loss on marketable securities, net of taxes










(586
)


1,049







463







463Net loss


















(330,870
)


(330,870
)


(11,719
)


(342,589
)Comprehensive loss






















(330,407
)


(11,719
)


(342,126
)Balance as of December 31, 2008


65,383



654



402,780







(333,263
)


70,171



3,605



73,776Vesting of share-based compensation










10,878











10,878







10,878Issuance of warrants










534











534







534Preferred dividend declared










(1,770
)










(1,770
)






(1,770
)Issuance of restricted shares to directors, officers and
    employees


2,712



27



(27
)


















Forfeiture of non-vested restricted shares


(743
)


(7
)


(191
)










(198
)






(198
)Contributions from noncontrolling interests


























5,559



5,559Distributions to noncontrolling interests


























(1,689
)


(1,689
)Deconsolidation of sponsored programs


























(5,517
)


(5,517
)Compensation expense on profit sharing arrangements










550











550



(448
)


102Net loss


















(78,838
)


(78,838
)


(1,661
)


(80,499
)Comprehensive loss






















(78,838
)


(1,661
)


(80,499
)Balance as of December 31, 2009


67,352


$
674


$
412,754






$
(412,101
)

$
1,327


$
(151
)

$
1,176Vesting of share-based compensation










9,147











9,147







9,147Preferred dividend declared










(11,588
)










(11,588
)






(11,588
)Issuance of restricted shares to directors, officers and
    employees


3,094



31



(31
)


















Forfeiture of non-vested restricted shares


(370
)


(3
)


(340
)










(343
)






(343
)Consolidation of VIEs


























15,219



15,219Deconsolidation of VIEs


























73



73Consolidation of sponsored mutual fund


























823



823Contributions from noncontrolling interests


























589



589Distributions to noncontrolling interests


























(4,932
)


(4,932
)Compensation expense on profit sharing arrangements


























460



460Change in unrealized gain on marketable securities














148







148







148Net loss


















(66,780
)


(66,780
)


(2,951
)


(69,731
)Comprehensive loss






















(66,632
)


(2,951
)


(69,583
)Balance as of December 31, 2010


70,076


$
702


$
409,942


$
148


$
(478,881
)

$
(68,089
)

$
9,130


$
(58,959
)      67




---



##### Table of Contents



GRUBB &
    ELLIS COMPANYCONSOLIDATED STATEMENTS OF CASH FLOWS(In thousands)
  Year Ended December 31,2010


2009


2008CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(69,731
)

$
(80,499
)

$
(342,589
)Adjustments to reconcile net loss to net cash used in operating
    activities:(Gain) loss on sale of real estate


(2,039
)


1,073



Equity in losses of unconsolidated entities


1,413



1,148



13,311Depreciation and amortization (including amortization of signing
    bonuses)


21,180



17,999



28,961Loss on disposal of property, equipment and leasehold
    improvements


887



80



494Goodwill and intangible asset impairment


2,769



738



181,285Impairment of real estate


859



23,984



90,351Share-based compensation


9,147



10,878



11,705Compensation expense on profit sharing arrangements


460



102



1,878Amortization/write-off of intangible contractual rights






251



1,179Amortization of deferred financing costs


691



2,213



1,006Gain on extinguishment of debt






(35,253
)


(Gain) loss on sale of marketable equity securities


(196
)


(460
)


7,215Deferred income taxes


(208
)


1,107



(3,784
)Allowance for uncollectible accounts


9,363



10,714



13,319Loss on write-off of real estate deposits, pre-acquisition costs
    and advances to related parties






446



2,415Other operating noncash gains (losses)


(488
)






2,267Changes in operating assets and liabilities:Accounts receivable from related parties


2,479



7,596



6,481Prepaid expenses and other assets


(831
)


(1,603
)


(28,945
)Accounts payable and accrued expenses


13,203



(5,479
)


(19,915
)Other liabilities


(10,702
)


(6,824
)


(263
)Net cash used in operating activities


(21,744
)


(51,789
)


(33,629
)CASH FLOWS FROM INVESTING ACTIVITIESCash effect from deconsolidation of VIE


(184
)






Purchases of property and equipment


(4,416
)


(2,881
)


(4,407
)Tenant improvements and capital expenditures


(2,318
)


(2,531
)


Purchases of marketable equity securities


(1,608
)


(3,860
)


(997
)Proceeds from sale of marketable equity securities


616







2,653Advances to related parties


(941
)


(4,171
)


(28,273
)Proceeds from repayment of advances to related parties


5,256



2,323



33,643Payments to related parties






(180
)


(882
)Investments in unconsolidated entities


(863
)


(566
)


(29,163
)Sale of
    tenant-in-common
    interests in unconsolidated entities


391







Distributions of capital from unconsolidated entities


670



752



914Acquisition of businesses  net of cash acquired


(2,740
)






Acquisition of properties










(122,163
)Proceeds from sale of properties


38,456



93,471



Real estate deposits and pre-acquisition costs


(5,593
)


(199
)


(59,780
)Proceeds from collection of real estate deposits and
    pre-acquisition costs


5,972



4,717



118,835Change in restricted cash


5,327



(318
)


13,290Net cash provided by (used in) investing activities


38,025



86,557



(76,330
) 68




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS  (Continued)
  Year Ended December 31,2010


2009


2008CASH FLOWS FROM FINANCING ACTIVITIESAdvances on line of credit






15,206



55,000Repayment of advances on line of credit






(56,271
)


Borrowings on mortgage notes and notes payable






1,417



103,339Repayments of mortgage notes, notes payable and capital lease
    obligations


(37,935
)


(79,394
)


(56,386
)Financing costs


(522
)


(1,801
)


(2,412
)Proceeds from the issuance of convertible notes


29,925







Proceeds from issuance of senior notes






5,000



Net proceeds from issuance of preferred stock






85,080



Net proceeds from issuance of common stock










52Repurchase of common stock










(1,840
)Dividends paid to common shareowners










(15,128
)Dividends paid to preferred shareowners


(11,588
)


(1,770
)


Contributions from noncontrolling interests


589



5,959



15,084Distributions to noncontrolling interests


(4,932
)


(2,078
)


(4,093
)Net cash (used in) provided by financing activities


(24,463
)


(28,652
)


93,616NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


(8,182
)


6,116



(16,343
)Cash and cash equivalents  beginning of year


39,101



32,985



49,328Cash and cash equivalents  end of year

$
30,919


$
39,101


$
32,985SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATIONCash paid during the period for:Interest

$
8,797


$
15,431


$
21,089Income taxes

$
409


$
1,298


$
2,151SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIESIssuance of warrants

$



$
534


$
Accrual for tenant improvements, lease commissions and capital
    expenditures

$
199


$
236


$
739Equipment acquired with capital lease obligations

$



$
2,270


$
52Consolidation of assets held by VIEs

$
15,917


$



$
Consolidation of liabilities held by VIEs

$
699


$



$
Consolidation of noncontrolling interests held by VIEs

$
15,218


$



$
Deconsolidation of assets held by VIEs

$
338


$
20,356


$
301,656Deconsolidation of liabilities held by VIEs

$
411


$
33,674


$
222,448Deconsolidation of noncontrolling interests held by VIEs

$
73


$



$
Consolidation of sponsored mutual fund

$
823


$



$
Consolidation of noncontrolling interests related to sponsored
    mutual fund

$
823


$



$
Deconsolidation of sponsored mutual fund

$



$
5,141


$
Acquisition of businesses

$
2,543


$



$
Liabilities assumed in acquisition of businesses

$
1,629


$



$
      69




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE
    YEARS ENDED DECEMBER 31, 2010, 2009 AND 2008
  1.
    ORGANIZATION    2.
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES  Basis of Presentation
      Principles of Consolidation
   70




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  tenant-in-common
  Consolidation
  Use of Estimates
  Reclassifications
  Cash and cash equivalents 
  Restricted Cash 
  Marketable Securities ,
    Investments  Debt and Equity Securities
   71




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  other-than-temporary
  Accounts Receivable from Related Parties
  Allowance for Uncollectible Receivables
  Real Estate Deposits and Pre-acquisition
    Costs
  Identified Intangible Assets Business Combinations
  Properties Held for Investment
  Properties Held for Sale Property, Plant, and
    Equipment,
   72




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property, Equipment and Leasehold
    Improvements
  Impairment of Long-Lived Assets lease-up
  non-amortizing Intangibles  Goodwill and Other
 73




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Revenue
    Recognition
  Management
    Services
  on-site
  Transaction
    Services
    Investment
    Management
  Real Estate  General Topic Real Estate  Retail Land
   74




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Investment
    Management  Daymark
        Professional Service Contracts
 75




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fair Value of Financial Instruments Financial Instruments
    Fair Value Measurements Fair Value Measurements and Disclosures
     76




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    lease-up
    Quoted Prices inActive Markets

Significant Other

Significant

Totalfor Identical

Observable

Unobservable

ImpairmentDecember 31,

Assets

Inputs

Inputs

Losses Incurred(In thousands)

2010

Level 1

Level 2

Level 3

in 2010AssetsInvestments in marketable equity securities

$
2,849


$
2,849


$



$



$
Properties held for investment

$
45,572


$



$



$
45,572


$
Investments in unconsolidated entities

$
5,178


$



$



$
5,178


$
(646
)Life insurance contracts

$
1,062


$



$
1,062


$



$
  77




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Quoted Prices inActive Markets


Significant Other


Significant


Totalfor Identical


Observable


Unobservable


ImpairmentDecember 31,


Assets


Inputs


Inputs


Losses Incurred(In thousands)

2009


Level 1


Level 2


Level 3


in 2009AssetsInvestments in marketable equity securities

$
690


$
690


$



$



$
Properties held for sale

$
36,416










$
36,416


$
(2,067
)Properties held for investment

$
45,773


$



$



$
45,773


$
(4,983
)Investments in unconsolidated entities

$
3,783


$



$



$
3,783


$
(3,201
)Life insurance contracts

$
1,044


$



$
1,044


$



$
   Share-based Compensation Compensation  Stock Compensation
  (Loss) earnings per share Earnings Per Share
  Concentration of Credit Risk
  Accrued Claims and Settlements
 78




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Guarantees Guarantees
  Income Taxes Income Taxes
    Comprehensive (Loss) Income Comprehensive Income
  Segment Disclosure Segment Reporting tenant-in-common
  Derivative Instruments and Hedging Activities Derivatives and
    Hedging
 79




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Litigation
  Recently
    Issued Accounting Pronouncements
    2010-06, Improving Disclosures about Fair Value Measurements 2010-06. 2010-06 2010-06 2010-06 2010-06 2010-06
 80




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  2010-21, Accounting for Technical Amendments to Various SEC Rules and
    Schedules, 2010-21. 2010-21 No. 33-9026: 2010-21 2010-21
  2010-22, Accounting for Various Topics  Technical
    Corrections to SEC Paragraphs, 2010-22. 2010-22 Form 10-Q, 2010-22 2010-22
  2010-29, Business Combinations (Topic 805), 2010-29. 2010-29 2010-29 2010-29
  3.
    MARKETABLE
    SECURITIES  available-for-sale available-for-sale
  available-for-sale
  As of December 31, 2010


As of December 31, 2009Gross


Fair











FairHistorical


Unrealized


Market


Historical


Gross Unrealized


Market(In thousands)

Cost


Gains


Losses


Value


Cost


Gains


Losses


Value(Unaudited)Equity securities

$
998


$
148


$



$
1,146


$
543


$



$



$
543    81




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Investments
    in Limited Partnerships
        As of December 31, 2010


As of December 31, 2009Gross


Fair











FairHistorical


Unrealized


Market


Historical


Gross Unrealized


Market(In thousands)

Cost


Gains


Losses


Value


Cost


Gains


Losses


ValueEquity securities

$
1,507


$
218


$
(22
)

$
1,703


$
170


$



$
(23
)

$
147   For The Year Ended


For The Year EndedDecember 31, 2010


December 31, 2009Realized


Unrealized








Realized


UnrealizedInvestment


Gains


Gains





Investment


Gains


Gains(In thousands)

Income


(Losses)


(Losses)


Total


Income


(Losses)


(Losses)


TotalEquity securities

$
53


$
171


$
9


$
233


$
206


$
(191
)

$
651


$
666Less investment expenses


(30
)










(30
)


(26
)










(26
)$
23


$
171


$
9


$
203


$
180


$
(191
)

$
651


$
640   For The Year EndedDecember 31, 2008Realized


UnrealizedInvestment


Gains


Gains(In thousands)

Income


(Losses)


(Losses)


TotalEquity securities

$
307


$
(5,454
)

$
841


$
(4,306
)Less investment expenses


(283
)










(283
)$
24


$
(5,454
)

$
841


$
(4,589
)  82




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    RELATED
    PARTIES    Accounts
    Receivable
    December 31,2010


2009(In thousands)Accrued property and asset management fees

$
18,623


$
21,564Accrued lease commissions


4,850



7,449Other accrued fees


2,392



2,200Accounts receivable from sponsored REIT


2,741



3,696Accrued real estate acquisition fees






697Other receivables


432



110Total


29,038



35,716Allowance for uncollectible receivables


(12,860
)


(10,990
)Accounts receivable from related parties  net


16,178



24,726Less portion classified as current


(3,834
)


(9,117
)Non-current portion

$
12,344


$
15,609   Notes
    and Advances to Related Parties
    December 31,2010


2009(In thousands)Notes and advances to related parties

$
23,569


$
28,302Allowance for uncollectible advances


(11,294
)


(12,676
)Notes and advances to related parties  net


12,275



15,626Less portion classified as current


(4,004
)


(1,019
)Non-current portion

$
8,271


$
14,607      83




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Note
    Receivable
        5.
    SERVICE
    FEES RECEIVABLE, NET    December 31,2010


2009(In thousands)Management services fees receivable

$
21,740


$
14,729Transaction services fees receivable


10,451



11,436Investment management fees receivable


2,461



5,275Allowance for uncollectible accounts


(3,424
)


(751
)Total


31,228



30,689Less portion classified as current


(31,048
)


(30,293
)Non-current portion (included in other assets)

$
180


$
396   6.
    PROFESSIONAL
    SERVICE CONTRACTS    7.
    VARIABLE
    INTEREST ENTITIES   84




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Transfers and Servicing,
   85




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
             86




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    8.
    INVESTMENTS
    IN UNCONSOLIDATED ENTITIES      9.
    PROPERTY,
    EQUIPMENT AND LEASEHOLD IMPROVEMENTS    December 31,Useful Life

2010


2009(In thousands)Computer equipment

3-5 years

$
32,350


$
30,155Capital leases

1-5 years


3,818



3,836Furniture and fixtures

7 years


25,897



26,006Leasehold improvements

1-5 years


8,482



8,921Total




70,547



68,918Accumulated depreciation and amortization




(59,054
)


(55,784
)Property and equipment  net



$
11,493


$
13,134     10.
    BUSINESS
    COMBINATIONS AND GOODWILL  Merger
    of Grubb & Ellis Company with NNN
   87




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill
  Transaction


Management


Investment


GoodwillServices


Services


Management


Unassigned(1)


Total(In thousands)Balance as of December 31, 2007

$



$



$
61,810


$
107,507


$
169,317Goodwill assigned


41,098



6,902



59,507



(107,507
)


Goodwill acquired


1,533



98



1,724







3,355Impairment charge off


(42,631
)


(7,000
)


(123,041
)






(172,672
)Balance as of December 31, 2008

$



$



$



$



$
Balance as of December 31, 2009

$



$



$



$



$
Goodwill acquired


1,406



115











1,521Balance as of December 31, 2010

$
1,406


$
115


$



$



$
1,521     (1)
    
    The fair values of the assets and liabilities recorded on the
    date of acquisition related to the Merger were preliminary and
    subject to refinement as additional valuation information was
    received. The goodwill recorded in connection with the
    acquisition was assigned to the individual reporting units
    pursuant to the requirements of the Intangibles 
    Goodwill and Other Topic during the year ended December 31,
    2008. As of December 31, 2010, approximately
    $5.9 million of goodwill is expected to be deductible for
    tax purposes.    Business
    Acquisitions
   88




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash

$
250Accounts receivable


1,757Prepaid expenses and other assets


(247
)Property and equipment


256Indentified intangible assets


4,070Goodwill


1,521Accounts payable and accrued expenses


(1,629
)Gain on remeasurement of previously held interest


(454
)Total purchase price

$
5,524     11.
    IDENTIFIED
    INTANGIBLE ASSETS    December 31,(In thousands)

Useful Life

2010


2009Non-amortizing
    intangible assets:Trade name

Indefinite

$
64,100


$
64,100Amortizing intangible assets:Contract rights, established for the legal right to future
    disposition fees of a portfolio of real estate properties under
    contract

Amortize per disposition 
    transactions


8,628



11,186Affiliate agreements

20 years


10,600



10,600Customer relationships

5 to 7 years


8,725



5,400Internally developed software

4 years


6,200



6,200Customer backlog

1 year


746



Other contract rights

5 to 7 years


953



1,164Non-compete and employment agreements

3 to 4 years


97



9735,949



34,647Accumulated amortization




(15,227
)


(11,387
)Other identified intangible assets, net




20,722



23,260Identified intangible assets of property held for
    investment:In place leases and tenant relationships

1 to 104 months


7,091



7,091Above market leases

1 to 92 months


2,364



2,3649,455



9,455Accumulated amortization




(6,181
)


(4,932
)Identified intangible assets of property held for investment, net




3,274



4,523Total identified intangible assets, net



$
88,096


$
91,883    89




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          non-amortizing
 (Inthousands)2011

$
4,9732012


2,7562013


2,3082014


2,2202015


1,370Thereafter


6,442$
20,069  90




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    ACCOUNTS
    PAYABLE AND ACCRUED EXPENSES    December 31,2010


2009(In thousands)Accrued liabilities

$
12,313


$
11,744Salaries and related costs


23,817



14,592Accounts payable


18,437



17,382Broker commissions


10,519



8,807Bonuses


8,951



7,797Property management fees and commissions due to third parties


3,351



2,063Total

$
77,388


$
62,385   13.
    CONVERTIBLE
    NOTES             91




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    rank equally with all of our other unsecured senior indebtedness;
    effectively rank junior to any of our existing and future
    secured indebtedness to the extent of the assets securing such
    indebtedness; and
    will be structurally subordinated to any indebtedness and other
    liabilities of our subsidiaries.      Registration
    Rights Agreement
     92




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    NOTES PAYABLE
    AND CAPITAL LEASE OBLIGATIONS    December 31,2010


2009(In thousands)Note payable in connection with business acquisition in November
    2010. Fixed interest rate of 4.0% per annum as of
    December 31, 2010. The note requires monthly principal and
    interest payments and matures in November 2012

$
459


$
Note payable in connection with business acquisition in December
    2010. Fixed interest rate of 2.0% per annum as of
    December 31, 2010. The note requires monthly principal and
    interest payments and matures in December 2013


425



Capital lease obligations


746



1,694Total


1,630



1,694Less portion classified as current


(1,041
)


(939
)Non-current portion

$
589


$
755     (In thousands)2011


1,0412012


4392013


150$
1,630   15.
    MORTGAGE
    NOTE OF  PROPERTY HELD FOR SALE      16.
    MORTGAGE
    NOTE   93




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    17.
    LINE OF
    CREDIT      18.
    NNN
    SENIOR NOTES  pari passu
 94




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    PROPERTIES
    HELD FOR SALE AND DISCONTINUED OPERATIONS    December 31,2009(In thousands)Restricted cash

$
1,256Properties held for sale


36,416Identified intangible assets and other assets


4,370Total assets

$
42,042Mortgage notes of properties held for sale

$
37,000Liabilities of properties held for sale


4,885Total liabilities

$
41,885            95




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  
  Year Ended December 31,2010


2009


2008(In thousands)Rental income

$
7,333


$
17,834


$
32,427Rental expense


(3,202
)


(12,047
)


(19,916
)Depreciation and amortization


(2,047
)


(598
)


(10,745
)Interest expense (including amortization of deferred financing
    costs)


(2,413
)


(5,175
)


(10,716
)Real estate related impairments






(8,678
)


(54,714
)Tax benefit


118



3,398



24,790Loss from discontinued operations net of taxes


(211
)


(5,266
)


(38,874
)Gain on disposal of discontinued operations net of
    taxes ($0.8 million, $4.8 million and
    $0.2 million for the years ended December 31, 2010,
    2009 and 2008, respectively)


1,273



7,442



357Total income (loss) from discontinued operations

$
1,062


$
2,176


$
(38,517
)   20.
    PREFERRED
    STOCK         96




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
               97




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Derivatives and
    Hedging Distinguishing Liabilities from Equity
  21.
    COMMITMENTS
    AND CONTINGENCIES  Operating Leases
      (Inthousands)2011

$
18,5762012


17,0392013


11,9152014


7,7012015


5,430Thereafter


7,913$
68,574   Operating Leases  Other 10-year
 98




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    RentalRelatedExpense(In thousands)2011

$
4,5852012


4,5852013


4,5852014


4,5852015


2,883Thereafter


$
21,223     10-year
      TIC Program Exchange Provisions 
 99




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Capital Lease Obligations
  Claims and Lawsuits tenant-in-common
   100




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Sidney Mandel, et
    al. v. Grubb & Ellis Realty Investors, LLC, et
    al,
   NNN Britannia Business Center
    II  17, LLC, et al. v. Grubb & Ellis
    Company, et al., Case
    No. RG10-527282.
   NNN Durham
    Office Portfolio I, LLC, et al. v. Grubb &
    Ellis Company, et al., Case No. 10 CVS 4392.
    Guarantees
 101




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      December 31,2010

2009(In thousands)Daymark non-recourse/carve-out guarantees of debt of properties
    under management(1)

$
2,944,311


$
3,306,631Grubb & Ellis Company non-recourse/carve-out
    guarantees of properties under management(1)

$
78,363


$
78,655Daymark and Grubb & Ellis Company
    non-recourse/carve-out guarantees of properties under
    management(2)

$
31,271


$
31,563Daymark non-recourse/carve-out guarantees of Company owned
    properties(1)

$
60,000


$
97,000Daymark recourse guarantees of debt of properties under
    management

$
12,900


$
21,900Grubb & Ellis Company recourse guarantees of debt of
    properties under management

$
11,998


$
11,998Daymark recourse guarantees of Company owned properties(3)

$
10,000


$
10,000Total

$
3,148,843


$
3,557,747     (1)
    
    A non-recourse/carve-out guarantee or indemnity
    generally imposes liability on the guarantor or indemnitor in
    the event the borrower engages in certain acts prohibited by the
    loan documents. Each non-recourse carve-out guarantee or
    indemnity is an individual document entered into with the
    mortgage lender in connection with the purchase or refinance of
    an individual property. While there is not a standard document
    evidencing these guarantees or indemnities, liability under the
    non-recourse carve-out guarantees or indemnities generally may
    be triggered by, among other things, any or all of the following:  
    a voluntary bankruptcy or similar insolvency proceeding of any
    borrower;
    a transfer of the property or any interest therein
    in violation of the loan documents;
    a violation by any borrower of the special purpose entity
    requirements set forth in the loan documents;
    any fraud or material misrepresentation by any borrower or any
    guarantor in connection with the loan;
    the gross negligence or willful misconduct by any borrower in
    connection with the property, the loan or any obligation under
    the loan documents;
    the misapplication, misappropriation or conversion of
    (i) any rents, security deposits, proceeds or other funds,
    (ii) any insurance proceeds paid by reason of any loss,
    damage or destruction to the property, and (iii) any awards
    or other amounts received in connection with the condemnation of
    all or a portion of the property;
    any waste of the property caused by acts or omissions of
    borrower of the removal or disposal of any portion of the
    property after an event of default under the loan
    documents; and
    the breach of any obligations set forth in an environmental or
    hazardous substances indemnity agreement from borrower.   102




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (2)
    
    Daymark and Grubb & Ellis Company are each joint and
    severally liable on such non-recourse/carve-out guarantees.(3)
    
    In addition to the $10.0 million principal guarantee,
    Daymark has guaranteed any shortfall in the payment of interest
    on the unpaid principal amount of the mortgage debt on one owned
    property.  Guarantees Contingencies
    Guarantees
 103




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Investment Program Commitments
  Environmental Obligations
  Alesco Seed Capital
  Deferred Compensation Plan 
 104




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      22.
    EARNINGS
    (LOSS) PER SHARE   105




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2010


2009


2008(In thousands, except per share
    amounts)Numerator for (loss) income per share  basic:Loss from continuing operations

$
(70,793
)

$
(82,675
)

$
(304,072
)Less: Net loss attributable to noncontrolling interests


2,951



1,661



11,719Less: Preferred dividends


(11,588
)


(1,770
)


Less: Income allocated to participating shareowners










Loss from continuing operations attributable to
    Grubb & Ellis Company common shareowners

$
(79,430
)

$
(82,784
)

$
(292,353
)Income (loss) from discontinued operations

$
1,062


$
2,176


$
(38,517
)Less: Income allocated to participating security holders










Income (loss) from discontinued operations attributable to
    Grubb & Ellis Company common shareowners

$
1,062


$
2,176


$
(38,517
)Loss attributable to Grubb & Ellis Company

$
(66,780
)

$
(78,838
)

$
(330,870
)Less: Preferred dividends


(11,588
)


(1,770
)


Less: Income allocated to participating security holders










Net loss attributable to Grubb & Ellis Company common
    shareowners

$
(78,368
)

$
(80,608
)

$
(330,870
)Denominator for (loss) income per share  basic:Weighted-average number of common shares outstanding


64,756



63,645



63,515(Loss) income per share  basic:Loss from continuing operations attributable to
    Grubb & Ellis Company common shareowners

$
(1.23
)

$
(1.30
)

$
(4.60
)Income (loss) from discontinued operations attributable to
    Grubb & Ellis Company common shareowners

$
0.02


$
0.03


$
(0.61
)Loss per share attributable to Grubb & Ellis Company
    common shareowners

$
(1.21
)

$
(1.27
)

$
(5.21
)(Loss) income per share  diluted(1):Loss from continuing operations attributable to
    Grubb & Ellis Company common shareowners

$
(1.23
)

$
(1.30
)

$
(4.60
)Income (loss) from discontinued operations attributable to
    Grubb & Ellis Company common shareowners

$
0.02


$
0.03


$
(0.61
)Loss per share attributable to Grubb & Ellis Company
    common shareowners

$
(1.21
)

$
(1.27
)

$
(5.21
)Total participating shareowners:(as of the end of the period used to allocate earnings)Preferred shares (as if converted to common shares)


58,527



58,527



Unvested restricted stock


4,671



3,601



2,014Unvested phantom stock


3,962



5,523



5,337Total participating shares


67,160



67,651



7,351Total common shares outstanding


65,535



63,784



63,369     (1)
    
    Excluded from the calculation of diluted weighted-average common
    shares as of December 31, 2010, 2009 and 2008 were the
    following securities, the effect of which would be
    anti-dilutive, because an operating 106




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GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  loss was reported or the option exercise price was greater than
    the average market price of the common shares for the respective
    periods:  December 31,


December 31,


December 31,2010


2009


2008(In thousands)Outstanding unvested restricted stock


4,671



3,601



2,014Outstanding options to purchase shares of common stock


402



470



1,077Outstanding unvested shares of phantom stock


3,962



5,523



5,337Convertible preferred shares (as if converted to common shares)


58,527



58,527



Convertible notes (as if converted to common shares)


14,036







Total


81,598



68,121



8,428   23.
    OTHER
    RELATED PARTY TRANSACTIONS  Offering Costs and Other Expenses Related to Public
    Non-traded REITs
     107




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GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Management Fees
  Office Leases
  Other Related Party
   108




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GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        24.
    EMPLOYEE
    BENEFIT PLANS  Share-Based
    Incentive Plans
  2006 Omnibus Equity Plan 
    Non-Qualified Stock Options.
 109




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GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted-AverageRemaining


Weighted-AverageWeighted-Average


Contractual


Grant DateNumber of


Exercise Price


Term


Fair ValueShares


per Share


(In Years)


per ShareOptions outstanding as of December 31, 2007


1,755,759


$
8.65



6.14


$
3.65Options exercised


(76,666
)

$
6.53






$
4.23Options forfeited or expired


(601,918
)

$
10.74






$
2.12Options outstanding as of December 31, 2008


1,077,175


$
7.76



6.79


$
4.51Options forfeited or expired


(607,429
)

$
5.67






$
3.31Options outstanding as of December 31, 2009


469,746


$
10.46



6.55


$
3.78Options forfeited or expired


(67,818
)

$
11.36






$
3.61Options vested and exercisable as of December 31, 2010


401,928


$
10.31



5.47


$
3.81     Share-based Compensation 
    Restricted Stock.
 110




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GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Weighted-AverageGrant DateNumber of


Fair ValueShares


per ShareNon vested shares outstanding as of December 31, 2007


1,431,772


$
10.37Shares issued


1,552,227


$
3.06Shares vested


(455,195
)

$
10.65Shares forfeited


(514,792
)

$
9.79Non vested shares outstanding as of December 31, 2008


2,014,012


$
4.95Shares issued(1)


2,711,565


$
1.26Shares vested


(612,077
)

$
6.61Shares forfeited


(512,598
)

$
2.10Non vested shares outstanding as of December 31, 2009


3,600,902


$
2.29Shares issued(2)


2,735,870


$
1.62Shares vested


(1,525,575
)

$
3.34Shares forfeited


(140,020
)

$
2.72Non vested shares outstanding as of December 31, 2010


4,671,177


$
1.57     (1)
    
    Amount includes 2,000,000 restricted shares of our common stock
    that were awarded on November 16, 2009 to Thomas P.
    DArcy, our President and Chief Executive Officer.
    1,000,000 of the restricted shares awarded to
    Mr. DArcy are subject to vesting over 3 years in
    equal annual increments of one-third each, commencing on the day
    immediately preceding the 1 year anniversary of the grant
    date (November 16, 2009). The other 1,000,000 restricted
    shares are subject to vesting based upon the market price of our
    common stock during the 3 year period beginning
    November 16, 2009. Specifically, (i) in the event that
    for any 30 consecutive trading days during the 3 year
    period commencing November 16, 2009 the volume weighted
    average closing price per share of our common stock is at least
    $3.50, then 50% of such restricted shares shall vest, and
    (ii) in the event that for any 30 consecutive trading days
    during the 3 year period commencing November 16, 2009
    the volume weighted average closing price per share of our
    common stock is at least $6.00, then the remaining 50% of such
    restricted shares shall vest.(2)
    
    Amount includes 1,000,000 restricted shares of our common stock
    that were awarded on March 10, 2010 to each Jeffrey T.
    Hanson, our Chief Investment Officer, and Jacob Van Berkel, our
    Executive Vice President and Chief Operating Officer, 500,000 of
    the restricted shares awarded to Messrs Hanson and Van Berkel
    are subject to vesting over 3 years in equal annual
    increments of one-third each, commencing on the day immediately
    preceding the 1 year anniversary of the grant date
    (March 10, 2010). The other 500,000 restricted shares are
    subject to vesting based upon the market price of our common
    stock during the 3 year period beginning March 10,
    2010. Specifically, (i) in the event that for any 30
    consecutive trading days during the 3 year period
    commencing March 10, 2010 the volume weighted average
    closing price per share of our common stock is at least $3.50,
    then 50% of such restricted shares shall vest, and (ii) in
    the event that for any 30 consecutive trading days during the
    3 year period commencing March 10, 2010 the volume
    weighted average closing price per share of our common stock is
    at least $6.00, then the remaining 50% of such restricted shares
    shall vest. 111




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GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2010

2009Term

Up to 3 years

Up to 3 yearsRisk free rate

1.48%

1.34%Volatility

119%

117%Dividend yield

0.0%

0.0%Stock price on date of grant

$1.87

$1.52Fair value of restricted shares subject to market-based vesting

$1.6 million

$1.2 million         Other Equity Awards
   112




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GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    401k Plan
  Deferred
    Compensation Plan
     113




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    25.
    INCOME
    TAXES    Year Ended December 31,(In thousands)

2010


2009


2008Current:Federal

$
572


$
1,431


$
10,981State


(611
)


(163
)


1,891Foreign


(138
)






(177
)


1,268



12,872Deferred:Federal






(274
)


(25,775
)State


255



(19
)


4,308Foreign










255



(293
)


(21,467
)$
78


$
975


$
(8,595
)          114




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Year Ended December 31,(In thousands)

2010


2009


2008Federal income taxes at the statutory rate

$
23,772


$
28,697


$
99,314State income taxes, net of federal benefit


1,793



3,160



4,419Foreign income taxes


(138
)






Credits






189



236Other


223



(7
)


235Non-deductible expenses


(736
)


(528
)


(63,122
)Change in valuation allowance


(24,836
)


(30,536
)


(49,677
)Benefit (provision) for income taxes

$
78


$
975


$
(8,595
)     (In thousands)

December 31, 2010


December 31, 2009Share-based compensation

$
6,894


$
8,847Allowance for bad debts


10,386



9,946Intangible assets


(29,764
)


(40,233
)Prepaid service contracts


(845
)


(1,081
)Property and equipment


2,435



2,740Insurance and legal reserve


1,912



2,471Real estate impairments


11,254



21,146Put option guarantee and accrued liabilities


11,087



15,235Other


1,355



2,949Capital losses


2,455



2,528Net operating losses


70,220



35,715Net deferred tax assets before valuation allowance


87,389



60,263Valuation allowance


(112,658
)


(85,740
)Net deferred tax liabilities

$
(25,269
)

$
(25,477
)  115




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    26.
    SEGMENT
    DISCLOSURE    Management Services
  Transaction Services
  Investment Management
  Daymark
      116




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Year Ended December 31,(In thousands)

2010


2009


2008Management ServicesRevenue

$
274,606


$
274,880


$
253,664Compensation costs


37,604



36,701



39,125Transaction commissions and related costs


16,999



12,623



8,581Reimbursable salaries, wages and benefits


190,538



193,682



178,058General and administrative


9,339



9,397



8,796Provision for doubtful accounts


1,752



1,472



81Segment operating income


18,734



21,005



19,023Transaction ServicesRevenue


236,238



173,394



240,250Compensation costs


48,960



44,273



50,272Transaction commissions and related costs


156,290



112,399



155,668General and administrative


35,910



33,339



34,727Provision for doubtful accounts


1,975



598



846Segment operating loss


(6,897
)


(17,215
)


(1,263
)Investment ManagementRevenue


21,333



30,368



50,982Compensation costs


10,481



13,428



14,697Transaction commissions and related costs


3,215



5,530



9,278Reimbursable salaries, wages and benefits


3,187



2,824



1,941General and administrative


7,766



6,376



7,550Provision for doubtful accounts


2,424



1,120



3,620Segment operating (loss) income


(5,740
)


1,090



13,896DaymarkRevenue


21,918



26,718



50,599Compensation costs


11,078



13,397



15,550Transaction commissions and related costs


(261
)


84



16Reimbursable salaries, wages and benefits


7,415



6,606



4,517General and administrative


7,615



2,751



6,153Provision for doubtful accounts


2,069



21,425



10,772Segment operating (loss) income


(5,998
)


(17,545
)


13,591Reconciliation to net loss attributable to Grubb &
    Ellis Company:Total segment operating (loss) income


(261
)


(12,665
)


45,247Non-segment:Rental and other operations, net of rental related and other
    expenses


3,502



3,768



13,318Corporate overhead (compensation, general and administrative
    costs)


(33,961
)


(44,715
)


(75,234
)Share-based compensation


(9,147
)


(10,876
)


(11,907
)Severance and other charges


(5,880
)






Depreciation and amortization


(12,665
)


(11,727
)


(13,313
)Interest


(8,504
)


(13,138
)


(17,799
)Real estate related impairments


(859
)


(15,305
)


(35,637
)Goodwill and intangible asset impairment


(2,769
)


(738
)


(181,285
)Other (expense) income


(327
)


21,746



(18,867
)Loss from continuing operations before income tax benefit
    (provision)


(70,871
)


(83,650
)


(295,477
)Income tax benefit (provision)


78



975



(8,595
)Loss from continuing operations


(70,793
)


(82,675
)


(304,072
)Income (loss) from discontinued operations, net of taxes


1,062



2,176



(38,517
)Net loss


(69,731
)


(80,499
)


(342,589
)Net loss attributable to noncontrolling interests


(2,951
)


(1,661
)


(11,719
)Net loss attributable to Grubb & Ellis Company

$
(66,780
)

$
(78,838
)

$
(330,870
)   117




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31,


December 31,2010


2009Segment assets and reconciliation to consolidated balance
    sheets:Management Services

$
50,785


$
45,723Transaction Services


99,098



100,662Investment Management


3,320



2,682Daymark


32,504



57,355Total segment assets


185,707



206,422Corporate assets


101,239



150,902Total assets

$
286,946


$
357,324   27.
    SELECTED
    QUARTERLY FINANCIAL DATA 
    (unaudited)  Fiscal Year 2010Quarter EndedMarch 31, 2010


June 30, 2010


September 30, 2010


December 31, 2010(In thousands, except per share
    amounts)Total revenue

$
130,661


$
138,915


$
142,334


$
163,547Operating loss

$
(23,689
)

$
(18,443
)

$
(15,367
)

$
(13,045
)Net loss

$
(24,052
)

$
(19,195
)

$
(15,316
)

$
(11,168
)Net loss attributable to Grubb & Ellis Company

$
(23,781
)

$
(17,460
)

$
(14,804
)

$
(10,735
)Net loss attributable to Grubb & Ellis Company common
    shareowners

$
(26,678
)

$
(20,356
)

$
(17,702
)

$
(13,632
)Loss per share attributable to Grubb & Ellis Company
    common shareowners:Basic 

$
(0.41
)

$
(0.31
)

$
(0.27
)

$
(0.21
)Weighted average common shares outstanding


64,350



64,644



64,860



65,129Diluted 

$
(0.41
)

$
(0.31
)

$
(0.27
)

$
(0.21
)Weighted average common shares outstanding


64,350



64,644



64,860



65,129   118




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Fiscal Year 2009Quarter EndedMarch 31, 2009


June 30, 2009


September 30, 2009


December 31, 2009(In thousands, except per share amounts)Total revenue

$
120,263


$
124,570


$
134,363


$
148,718Operating loss

$
(40,529
)

$
(32,662
)

$
(21,430
)

$
(10,775
)Net (loss) income

$
(43,280
)

$
(32,618
)

$
(21,457
)

$
16,856Net (loss) income attributable to Grubb & Ellis Company

$
(41,502
)

$
(32,808
)

$
(21,359
)

$
16,831Net (loss) income attributable to Grubb & Ellis
    Company common shareowners

$
(41,502
)

$
(32,808
)

$
(21,359
)

$
7,308(Loss) income per share attributable to Grubb & Ellis
    Company common shareowners:Basic 

$
(0.65
)

$
(0.52
)

$
(0.34
)

$
0.11Weighted average common shares outstanding


63,525



63,587



63,628



63,676Diluted 

$
(0.65
)

$
(0.52
)

$
(0.34
)

$
0.11Weighted average common shares outstanding


63,525



63,587



63,628



63,676     28.
    SUBSEQUENT
    EVENTS   119




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GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        plus provided that 30-day payment-in-kind
 120




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GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   121




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure.    Item 9A.
    Controls
    and Procedures.  Evaluation
    of Disclosure Controls and Procedures
    Rules 13a-15(e) 15d-15(e)
  Managements
    Report on Internal Control over Financial
    Reporting
    Changes
    in Internal Control over Financial Reporting
    Item 9B.
    Other
    Information   122




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
 PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Information
    about the Directors
    Thomas P. DArcy
    
    51, has served as the President and Chief Executive Officer and
    as our director since November 16, 2009.
    Mr. DArcy has been since April 2008 and is currently
    the non-executive chairman of the board of directors of Inland
    Real Estate Corporation (NYSE: IRC), where he has also been an
    independent director since 2005. Mr. DArcy has over
    25 years of experience acquiring, developing and financing
    all forms of commercial and residential real estate. He is
    currently a principal in Bayside Realty Partners, a private real
    estate company focused on acquiring, renovating and developing
    land and income producing real estate primarily in the New
    England area. From 2001 to 2003, Mr. DArcy was
    president and chief executive officer of Equity Investment
    Group, a private real estate company owned by an investor group
    which included The Government of Singapore, The Carlyle Group
    and Northwestern Mutual Life Insurance Company. Prior to his
    tenure with Equity Investment Group, Mr. DArcy was
    the chairman of the board, president and chief executive officer
    of Bradley Real Estate, Inc., a Boston-based real estate
    investment trust traded on the NYSE, from 1989 to 2000.
    Mr. DArcy is a graduate of Bates College. In light of
    Mr. DArcys broad experience in the real estate
    industry, with respect to both private and public entities, the
    Board of Directors concluded that it was in the Companys
    best interests for Mr. DArcy to serve as the
    President and Chief Executive Officer of the Company and on the
    Board.C. Michael Kojaian
    
    49, has served as our director since December 1996. He served as
    our Chairman of the Board of Directors from June 2002 until
    December 7, 2007 and has served as our Chairman of the
    Board of Directors since January 6, 2009. He has been the
    President of Kojaian Ventures, L.L.C. and also Executive Vice
    President, a director and a shareholder of Kojaian Management
    Corporation, both of which are investment firms headquartered in
    Bloomfield Hills, Michigan, since 2000 and 1985, respectively.
    He is also a director of Arbor Realty Trust, Inc.
    Mr. Kojaian has also served as the Chairman of the Board of
    Directors of Grubb & Ellis Realty Advisors, Inc., an
    affiliate of ours, from its inception in September 2005 until
    April 2008, and as its Chief Executive Officer from
    December 13, 2007 until April 2008. The Board believes that
    the Company is well served by Mr. Kojaians
    perspective as an experienced real estate investor and as a
    director of other public real estate entities.Robert J. McLaughlin
    
    77, has served as our director since July 2004.
    Mr. McLaughlin previously served as our director from
    September 1994 to March 2001. He founded The Sutter Group in
    1982, a management consulting company that focuses on enhancing
    shareowner value, and currently serves as its President.
    Previously, Mr. McLaughlin 123




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##### Table of Contents



served as President and Chief Executive Officer of Tru-Circle
    Corporation, an aerospace subcontractor, from November 2003 to
    April 2004, and as Chairman of the Board of Directors from
    August 2001 to February 2003, and as Chairman and Chief
    Executive Officer from October 2001 to April 2002 of Imperial
    Sugar Company. The Board believes that the Company is well
    served by Mr. McLaughlins experience as an officer
    and director of numerous companies and his background in
    financial matters.Devin I. Murphy
    
    50, has served as our director since July 2008. Mr. Murphy
    is currently a Vice Chairman in Investment Banking for Morgan
    Stanley. Prior to joining Morgan Stanley in November 2009,
    Mr. Murphy was a Managing Partner of Coventry Real Estate
    Advisors, a real estate private equity firm founded in 1998
    which sponsors institutional investment funds. Prior to joining
    Coventry Real Estate Advisors, LLC in March 2008,
    Mr. Murphy was the Global Head of Real Estate Investment
    Banking at Deutsche Bank Securities, Inc. from 2004 to 2007.
    Prior to joining Deutsche Bank, he was at Morgan
    Stanley & Company for 14 years in a variety of
    roles, including as Co-Head North American Real Estate
    Investment Banking and Global Head of the firms Real
    Estate Private Capital Markets Group. The Company believes that
    it is well served by Mr. Murphys extensive experience
    in financial real estate matters.D. Fleet Wallace
    
    43, has served as our director since December 2007.
    Mr. Wallace also had served as a director of NNN Realty
    Advisors, Inc. (NNN) from November 2006 to December
    2007. Mr. Wallace is a principal and co-founder of McCann
    Realty Partners, LLC, an apartment investment company focusing
    on garden apartment properties in the Southeast formed in 2004.
    From April 1998 to August 2001, Mr. Wallace served as
    corporate counsel and assistant secretary of United Dominion
    Realty Trust, Inc., a publicly-traded real estate investment
    trust. From September 1994 to April 1998, Mr. Wallace was
    in the private practice of law with McGuire Woods in Richmond,
    Virginia. Mr. Wallace has also served as a Trustee of
    G REIT Liquidating Trust since January 2008. The Company
    believes that it is well served by Mr. Wallaces
    perspective as a principal of a real estate investment company.Rodger D. Young
    
    64, has served as our director since April 2003. Mr. Young
    has been a name partner of the law firm of Young &
    Susser, P.C. since its founding in 1991, a boutique firm
    specializing in commercial litigation with offices in
    Southfield, Michigan and New York City. In 2001, Mr. Young
    was named Chairman of the Bush Administrations Federal
    Judge and U.S. Attorney Qualification Committee by Governor John
    Engler and Michigans Republican Congressional Delegation.
    Mr. Young is a member of the American College of Trial
    Lawyers and was listed in the 2007 edition of Best Lawyers of
    America. Mr. Young was named by Chambers International
    and by Best Lawyers in America as one of the top commercial
    litigators in the United States. The Company believes that it is
    well served by Mr. Youngs commercial experience and
    acumen in legal and financial matters. 124




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##### Table of Contents



Communications
    with the Directors
  c/o Corporate c/o Corporate
  Information
    About Executive Officers
    Michael J. Rispoli
    
    38, has served as our Executive Vice President and Chief
    Financial Officer since August 2010 and as our investment
    subsidiaries since 2008, and senior vice president, Strategic
    Planning and Investor Relations, since Grubb &
    Ellis merger with NNN Realty Advisors in December 2007.
    From 2000 to 2007, Mr. Rispoli was executive director and
    corporate controller at Conexant Systems, a publicly traded
    semiconductor company and Globespan Virata, Inc., an entity that
    merged with Conexant in 2004. He began his career at
    PricewaterhouseCoopers LLP in 1993. Mr. Rispoli is a
    Certified Public Accountant and holds a bachelors degree
    from Seton Hall University.Mathieu B. Streiff
    
    35, has served as our Executive Vice President, General Counsel
    and Corporate Secretary since October 2010. He joined
    Grubb & Ellis Realty Investors, LLC, our indirect
    wholly owned subsidiary, in March 2006 as the firms real
    estate counsel responsible for structuring and negotiating
    property acquisitions, financings, joint ventures and
    disposition transactions. He was promoted to chief real estate
    counsel and senior vice president, investment operations in
    2009. In this role, his responsibility was expanded to include
    the structuring and strategic management of our securitized real
    estate investment platforms. Prior to joining us,
    Mr. Streiff was an associate in the real estate department
    of Latham & Watkins LLP in New York. Mr. Streiff
    received a juris doctorate from Columbia University Law School
    and a bachelors degree from the University of California,
    Berkeley. He is a member of the New York State Bar Association.Jeffrey T. Hanson
    
    40, has served as our Chief Investment Officer since December
    2007. He has served as Chief Investment Officer of NNN since
    November 2006 and as a director since November 2008 and joined
    Grub & Ellis Realty Investors in July 2006 and has
    served as its President and Chief Investment Officer since
    November 2007. Mr. Hanson has also served as the President
    and Chief Executive Officer of Realty since July 2006 and as
    Chairman since April 2007. Mr. Hanson also has served as
    Chief Executive Officer and Chairman of the Board of
    Grubb & Ellis Healthcare REIT II, Inc. since January
    2009. Mr. Hanson has served as President and Chief
    Executive Officer for Grubb & Ellis Equity Advisors
    since June 2009. From December 1997 to July 2006,
    Mr. Hanson was a Senior Vice President with the
    Grubb & Ellis Institutional 125




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##### Table of Contents



Investment Group in our Newport Beach office. Mr. Hanson
    served as a real estate broker with CB Richard Ellis from 1996
    to December 1997. Mr. Hanson formerly served as a member of
    the Grubb & Ellis Presidents Counsel and
    Institutional Investment Group Board of Advisors.Jacob Van Berkel
    
    50, has served as our Executive Vice President and Chief
    Operating Officer since February 2008 and President, Real Estate
    Services since May 2008. Mr. Van Berkel oversees operations
    and business integration for Grubb & Ellis, having
    joined NNN in August 2007 to assist with the merger of the two
    companies. He is responsible for the strategic direction of all
    Grubb & Ellis brokerage operations, marketing
    and communications, research and other
    day-to-day
    operational activities. He has 25 years of experience,
    including more than four years at CB Richard Ellis as senior
    vice president, human resources as well as in senior global
    human resources, operations and sales positions with First Data
    Corporation, Gateway Inc. and Western Digital.  Section 16(a)
    Beneficial Ownership Reporting Compliance
      Code of
    Ethics
   126




---



##### Table of Contents



Board
    Leadership Structure, Executive Sessions of Non-Management
    Directors
      Risk
    Oversight
            Corporate
    Governance Guidelines
    Audit
    Committee
   127




---



##### Table of Contents



Corporate
    Governance and Nominating Committee
    Director
    Nominations
     128




---



##### Table of Contents



Certifications
    Item 11.
    Executive
    Compensation.  Compensation
    Discussion and Analysis
  named executive officers NEOs named
    executive officer NEO
  Compensation
    Committee
        Use of
    Consultants
   129




---



##### Table of Contents



Role of
    Executives in Establishing Compensation
    Certain
    Compensation Committee Activity
    Compensation
    Philosophy, Goals and Objectives
      
    Compensate management, key employees, independent contractors
    and consultants on a competitive basis in order to attract,
    motivate and retain high quality, high performance individuals
    who will achieve our short-term and long term goals;
    Motivate and reward executive officers whose knowledge, skill
    and performance are critical to our success;
    Align the interests of our executive officers and shareowners
    through equity-based long-term incentive awards that motivate
    executive officers to increase shareowner value and reward
    executive officers when shareowner value increases; and
    Ensure fairness among the executive management team by
    recognizing contributions each executive officer makes to our
    success.     130




---



##### Table of Contents



Compensation
    During Term of Employment
    Base
    Salary
        Annual
    Bonus Incentive Compensation
  and/or
     131




---



##### Table of Contents



Share-based
    Compensation and Incentives
      Retirement
    Plans
  Code
  Profit
    Sharing Plan
    Personal
    Benefits and Perquisites
    Long Term
    Incentive Plan
  LTIP
 132




---



##### Table of Contents



Grant Date
     133




---



##### Table of Contents



Summary
    Compensation Table
    ChangeinPensionNon-

ValueEquity

AndIncentive

NonqualifiedName and







Stock

Option

Plan

Deferred

All otherPrincipal



Salary

Bonus

Awards

Awards

Compensation

Compensation

CompensationPosition

Year

($)

($)

($)(12)

($)(13)

($)

Earnings

($)(14)

TotalThomas P. DArcy(1)


2010


$
652,500


$
1,300,000
(8)

$



$



$



$



$
662


$
1,953,162Chief Executive
    Officer and President


2009



81,250







2,720,000















35,058



2,836,308Michael J. Rispoli(2)


2010



282,500



25,000
(9)


















259



307,759Chief Financial 
    Officer and Executive Vice PresidentMatthew A. Engel(3)


2010



277,820



25,000
(9)


















288



303,108Former Interim Chief
    Financial Officer, Current Executive Vice President and Chief
    Accounting OfficerRichard W. Pehlke(4)


2010



514,807



200,000



















1,237



716,044Former Executive


2009



343,750



200,000
(10)


















7,759



551,509Vice President and Chief Financial Officer


2008



375,000







642,750















8,577



1,026,327Mathieu B. Streiff(5)


2010



264,808























259



265,067Executive Vice
    President, General
    Counsel and Corporate
    SecretaryAndrea R. Biller(6)


2010



292,153























523,571



815,724Former Executive


2009



366,667























369,335



736,002Vice President,


2008



400,000























675,234



1,075,234General Counsel and
    Corporate SecretaryJeffrey T. Hanson


2010



406,557



200,000
(10)


1,732,500















236,687



2,575,744Chief


2009



412,500



200,000
(10)


















378,702



991,202Investment Officer


2008



391,667



250,000
(11)


















560,968



1,202,635Jacob Van Berkel(7)


2010



394,135



190,000
(10)


1,732,500















662



2,317,297Chief Operating


2009



366,667



200,000
(10)


















2,383



569,050Officer and Executive Vice President


2008



380,000







664,600















5,050



1,049,650     (1)
    
    Mr. DArcy has served as the Chief Executive Officer
    and President since November 16, 2009. Mr. DArcy
    is entitled to receive target bonus cash compensation of up to
    200% of his base salary based upon annual performance goals to
    be established by our Compensation Committee.
    Mr. DArcy is guaranteed a cash bonus with respect to
    the 2010 calendar year of 200% of base salary, but there is no
    guaranteed bonus with respect to any subsequent year. In
    addition, there is no cash bonus compensation with respect to
    the period commencing on November 16, 2009 and continuing
    up to and through December 31, 2009.(2)
    
    Mr. Rispoli has served as our Chief Financial Officer and
    Executive Vice President from August 2010. Mr. Rispoli is
    entitled to receive target bonus cash compensation of up to 150%
    of his base salary based upon annual performance goals to be
    established by our Compensation Committee.(3)
    
    Mr. Engel served as our Interim Chief Financial Officer
    from May 2010 to August 2010. 134




---



##### Table of Contents



(4)
    
    Mr. Pehlke served as the Chief Financial Officer from
    February 2007 until May 2, 2010.(5)
    
    Mr. Streiff has served as our Executive Vice President,
    Corporate Secretary and General Counsel since October 28,
    2010. Mr. Streiff is entitled to receive target bonus cash
    compensation of up to 100% of his base salary based upon annual
    performance goals to be established by our Compensation
    Committee.(6)
    
    Ms. Biller served as our Executive Vice President,
    Corporate Secretary and General Counsel until October 28,
    2010.(7)
    
    Mr. Van Berkel has served as our Chief Operating Officer
    and Executive Vice President from since March 2008.(8)
    
    Amount includes a guaranteed bonus for 2010 of $1,300,000, which
    we expect to pay no later than December 31, 2011.(9)
    
    Amount includes a special bonus of $25,000 that was awarded to
    each of Messrs. Rispoli and Engel for their efforts in
    connection with the Convertible Notes offering.(10)
    
    Amount includes a portion of the special bonus of $400,000 that
    was awarded to each of Messrs. Pehlke, Hanson and Van
    Berkel on March 10, 2010. Specifically, fifty percent (50%)
    of such special bonus was in recognition of 2009 performance and
    fifty percent (50%) was in connection with the retention of such
    executives services through the first quarter of 2010. The
    entire special bonus is payable in 2010. Such amount is
    inclusive of any other bonus compensation that might otherwise
    be payable to any of them with respect to 2009.(11)
    
    Amount includes a special bonus of $250,000. The 2008 special
    bonus was paid in January 2010.(12)
    
    The amounts shown are the aggregate grant date fair value
    related to the grants of restricted stock.(13)
    
    The amounts shown are the aggregate grant date fair value
    related to the grants of stock options.(14)
    
    All other compensation includes the following:  Severance







Medical





Profit-Sharingand Paid





Tax Gross

and

401(k) Plan



PlanTime Off at

Living

Travel

Up

Dental

Company

Life Insurance

Company

CashTermination

Expenses

Expenses

Payment

Premiums

Contributions

Coverage

Contributions

Distributions

TotalNamed Executive Officer

Year

($)

($)

($)

($)

($)

($)

($)

($)

($)(16)

($)Thomas P. DArcy


2010


$



$



$



$



$



$



$
662


$



$



$
6622009







35,000
(15)


















58











35,058Michael J. Rispoli


2010



























259











259Matthew A. Engel


2010



























288











288Richard W. Pehlke


2010



























1,237











1,2372009



















6,469







1,290











7,7592008



















7,287







1,290











8,577Mathieu B. Streiff


2010



























259











259Andrea R. Biller


2010



249,231















1,568







1,650







271,122



523,5712009



















4,925







1,980







362,430



369,3352008



















4,621







1,290







669,323



675,234Jeffrey T. Hanson


2010



















6,792







208







229,687



236,6872009



















14,176



1,826



270







362,430



378,7022008



















13,179







270







547,519



560,968Jacob Van Berkel


2010



























662











6622009























1,933



450











2,3832008























4,600



450











5,050   (15)
    
    Mr. DArcy received a one-time cash payment as
    reimbursement for all of his
    out-of-pocket
    transitory relocation expenses, including transitory housing and
    travel expenses for six months.(16)
    
    Includes (i) cash distributions based on membership
    interests of $41,435, $0 and $121,804 earned by Ms. Biller
    from Grubb & Ellis Apartment Management, LLC for each
    of the calendar years ended December 31, 2010, 2009 and
    2008, respectively; and (ii) cash distributions based on
    membership interests of $229,687, $362,430 and $547,519 earned
    by each of Mr. Hanson and Ms. Biller from
    Grubb & Ellis Healthcare Management, LLC for each of
    the calendar years ended December 31, 2010, 2009 and 2008,
    respectively. 135




---



##### Table of Contents



Grants of
    Plan-Based Awards
    All Other

All OtherStock

OptionAwards:

Awards:

Exercise or

Grant DateNumber of

Number of

Base Price

FairShares of

Securities

of Option

Value of StockGrant

Stock or

Underlying

Awards

and OptionName

Date

Units

Options

($/Share)

Awards($)(1)Thomas P. DArcy













$



$Michael J. Rispoli


















Matthew A. Engel


















Richard W. Pehlke


















Mathieu B. Streiff


















Andrea R. Biller


















Jeffrey T. Hanson


03/10/10



1,000,000
(2)










1,732,500Jacob Van Berkel


03/10/10



1,000,000
(2)










1,732,500     (1)
    
    The grant date fair value of the shares of restricted stock and
    stock options granted were computed in accordance with the
    requirements of the Compensation  Stock Compensation
    Topic.(2)
    
    In March 2010, each of Messrs. Hanson and Van Berkel were
    awarded 1,000,000 shares of restricted stock. 500,000 of
    the restricted shares awarded to each of Mr. Hanson and
    Mr. Van Berkel are subject to vesting over 3 years in
    equal annual increments of one-third each, commencing on the one
    year anniversary of the March 10, 2010 grant date and which
    have a grant date fair value of $1.87 per share. The other
    500,000 restricted shares are subject to vesting based on the
    market price of our common stock during the
    3-year
    period beginning March 10, 2010  of which
    250,000 restricted shares have a grant date fair value of
    approximately $1.68 per share and the other 250,000 restricted
    shares have a grant date fair value of approximately $1.51 per
    share. Specifically, (i) in the event that for any 30
    consecutive trading days during the 3 year period following
    the March 10, 2010 grant date the volume weighted average
    closing price per share of our common stock is at least $3.50,
    then 50% of such restricted shares shall vest, and (ii) in
    the event that for any 30 consecutive trading days during the
    3 year period following the March 10, 2010 grant date
    the volume weighted average closing price per share of our
    common stock is at least $6.00, then the remaining 50% of such
    restricted shares shall vest. 136




---



##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year-End
    Option Awards

Stock AwardsMarketValueNumber of

Number of





Number of

of SharesSecurities

Securities





Shares or

or UnitsUnderlying

Underlying





Units of

of StockUnexercised

Unexercised

Option

Option

Stock that

ThatOptions

Options

Exercise

Expiration

Have Not

Have NotName

Exercisable

Unexercisable

Price

Date

Vested

Vested(1)Thomas P. DArcy


















1,666,667
(4)

$
2,213,334Michael J. Rispoli


















3,333


$
22,298















50,000


$
45,000Matthew A. Engel


















10,000


$
12,600















10,000


$
9,000Richard W. Pehlke(2)


25,000
(5)





$
11.75



03/31/2011






$
Mathieu B. Streiff


10,560
(6)





$
11.36



01/23/2017



3,333


$
22,298















66,666


$
46,000Andrea R. Biller(3)


35,200
(7)





$
11.36



01/22/2011






$
Jeffrey T. Hanson


22,000
(8)





$
11.36



11/16/2016



1,000,000
(9)

$
1,732,500Jacob Van Berkel


















26,667


$
117,601















40,000
(10)

$
50,400















1,000,000
(9)

$
1,732,500     (1)
    
    The grant date fair value of the shares of restricted stock is
    computed in accordance with the requirements of the
    Compensation  Stock Compensation Topic, is reflected
    in the Grants of Plan-Based Awards table. Grants of restricted
    stock were made pursuant to either our 2006 Omnibus Equity Plan
    or NNNs 2006 Long Term Incentive Plan, except for grants
    made to Mr. DArcy.(2)
    
    Mr. Pehlke resigned as our Executive Vice President and
    Chief Financial Officer on May 3, 2010 and his employment
    was terminated on December 31, 2010. Outstanding
    unexercised options expire 3 months after termination.
    Accordingly, Mr. Pehlkes options are set to expire on
    March 31, 2011.(3)
    
    Ms. Biller ceased to serve as our Executive Vice President,
    Corporate Secretary and General Counsel upon the termination of
    her employment on October 22, 2010. Outstanding unexercised
    options expire 3 months after termination. Accordingly,
    Ms. Billers options expired on January 22, 2011.(4)
    
    Amounts shown represent 1,666,667 of 2,000,000 restricted shares
    of our common stock that were awarded on November 16, 2009.
    1,000,000 of the restricted shares awarded to
    Mr. DArcy are subject to vesting over 3 years in
    equal annual increments of one-third each, commencing on the day
    immediately preceding the 1 year anniversary of the grant
    date (November 16, 2009). The other 1,000,000 restricted
    shares are subject to vesting based upon the market price of our
    common stock during the 3 year period beginning
    November 16, 2009. Specifically, (i) in the event that
    for any 30 consecutive trading days during the 3 year
    period commencing November 16, 2009 the volume weighted
    average closing price per share of our common stock is at least
    $3.50, then 50% of such restricted shares shall vest, and
    (ii) in the event that for any 30 consecutive trading days
    during the 3 year period commencing November 16, 2009
    the volume weighted average closing price per share of our
    common stock is at least $6.00, then the remaining 50% of such
    restricted shares shall vest.(5)
    
    Includes stock options to acquire 22,000 shares of the
    common stock for $11.36 per share. These options vested and
    became exercisable with respect to one-third of the underlying
    shares of our common stock on each of November 16, 2006,
    November 16, 2007 and November 16, 2008 and have a
    maximum term of ten years. 137




---



##### Table of Contents



(6)
    
    Includes stock options to acquire 10,560 shares of the
    common stock for $11.36 per share. These options vested and
    became exercisable with respect to one-third of the underlying
    shares of our common stock on each of January 23, 2008,
    January 23, 2009 and January 23, 2010 and have a
    maximum term of ten years.(7)
    
    Includes stock options to acquire 35,200 shares of the
    common stock for $11.36 per share. These options vested and
    became exercisable with respect to one-third of the underlying
    shares of our common stock on each of November 16, 2006,
    November 16, 2007 and November 16, 2008 and have a
    maximum term of ten years.(8)
    
    Includes stock options to acquire 22,000 shares of the
    common stock for $11.36 per share. These options vested and
    became exercisable with respect to one-third of the underlying
    shares of our common stock on each of November 16, 2006,
    November 16, 2007 and November 16, 2008 and have a
    maximum term of ten years.(9)
    
    Includes the restricted stock grant of 1,000,000 shares
    awarded to each of Messrs. Hanson and Van Berkel on
    March 10, 2010 of which 500,000 restricted shares are
    subject to vesting over three years in equal annual installments
    of one-third each, commencing on the one year anniversary of
    March 10, 2010. The remaining 500,000 of such restricted
    shares are subject to vesting based upon the market price of our
    common stock during the three year period commencing
    March 10, 2010. On March 10, 2010, the closing price
    for our common stock was $1.87.(10)
    
    Includes 40,000 restricted shares of our common stock that will
    vest on December 3, 2011, subject to continued service.  Options
    Exercises and Stock Vested
    Option Awards

Stock AwardsNumber of Shares



Number of SharesAcquired on

Value Realized on

Acquired on

Value realized onName

Exercise

Exercise ($)

Vesting

Vesting ($)Thomas P. DArcy





$




333,333
(1)

$
363,333
(2)Michael J. Rispoli










2,933
(3)


3,021
(4)Matthew A. Engel










5,000
(5)


5,750
(6)Richard W. Pehlke










25,000
(7)


39,500
(8)39,667
(9)


45,617
(6)Mathieu B. Streiff










3,333
(10)


6,366
(11)33,334
(12)


44,334
(13)4,400
(14)


4,532
(4)Andrea R. Biller










8,800
(15)


9,064
(4)Jeffrey T. Hanson










5,867
(16)


6,043
(4)Jacob Van Berkel










5,867
(17)


6,923
(18)26,666
(19)


42,132
(8)40,000
(20)


46,000
(6)     (1)
    
    Amount shown represents 333,333 restricted shares of our common
    stock that vested on November 15, 2010.(2)
    
    On November 15, 2010, the closing price of a share of our
    common stock on the NYSE was $1.09(3)
    
    Amount shown represents 2,933 restricted shares of our common
    stock that vested on June 27, 2010.(4)
    
    On June 25, 2010, the closing price of a share of our
    common stock on the NYSE was $1.03.(5)
    
    Amount shown represents 5,000 restricted shares of our common
    stock that vested on December 3, 2010. 138




---



##### Table of Contents



(6)
    
    On December 2, 2010, the closing price of a share of our
    common stock on the NYSE was $1.15.(7)
    
    Amount shown represents 25,000 restricted shares of our common
    stock that vested on January 24, 2010.(8)
    
    On January 21, 2010, the closing price of a share of common
    stock on the NYSE was $1.58.(9)
    
    Amount shown represents 39,667 restricted shares of our common
    stock that vested on December 3, 2010.(10)
    
    Amount shown represents 3,333 restricted shares of our common
    stock that vested on March 12, 2010.(11)
    
    On March 11, 2010, the closing price of a share of common
    stock on the NYSE was $1.91.(12)
    
    Amount shown represents 33,334 restricted shares of our common
    stock that vested on June 3, 2010.(13)
    
    On June 2, 2010, the closing price of a share of common
    stock on the NYSE was $1.33.(14)
    
    Amount shown represents 4,400 restricted shares of our common
    stock that vested on June 27, 2010.(15)
    
    Amount shown represents 8,800 restricted shares of our common
    stock that vested on June 27, 2010.(16)
    
    Amount shown represents 5,867 restricted shares of our common
    stock that vested on June 27, 2010.(17)
    
    Amount shown represents 5,867 restricted shares of our common
    stock that vested on December 4, 2010.(18)
    
    On December 3, 2010, the closing price of a share of common
    stock on the NYSE was $1.18.(19)
    
    Amount shown represents 26,666 restricted shares of our common
    stock that vested on January 24, 2010(20)
    
    Amount shown represents 40,000 restricted shares of our common
    stock that vested on December 3, 2010  Non-Qualified
    Deferred Compensation
  DCP
  Contributions
  Committee
  Investment
    Elections
    Vesting
    Distributions
   139




---



##### Table of Contents



Employment
    Contracts and Compensation Arrangements
  Thomas P.
    DArcy
           140




---



##### Table of Contents



out-of-pocket
        COBRA
  24-month
 141




---



##### Table of Contents



Potential
    Payments upon Termination or Change of Control
    Thomas P. DArcy
  InvoluntaryNot for


Involuntary


ResignationExecutive Payments

Voluntary


Cause


for Cause


for Good


Change of


Death andUpon Termination

Termination


Termination


Termination


Reason


Control


DisabilitySeverance Payments

$



$
1,300,000


$



$
1,300,000


$
1,300,000


$
Bonus Incentive Compensation






2,600,000







2,600,000



2,600,000



Long Term Incentive Plan






















Stock Options (unvested and accelerated)






















Restricted Stock (unvested and accelerated)






846,667







846,667



846,667



Performance Shares (unvested and accelerated)






1,270,000







1,270,000



1,270,000



Benefit Continuation






27,585







27,585



27,585



Tax Gross-Up






















Total Value

$



$
6,044,252


$



$
6,044,252


$
6,044,252


$
   Michael
    J. Rispoli
    Matthew
    A. Engel
    Richard
    W. Pehlke
     142




---



##### Table of Contents



Mathieu
    B. Streiff
    Andrea R.
    Biller
       143




---



##### Table of Contents



Jeffrey
    T. Hanson
         144




---



##### Table of Contents



Jacob Van
    Berkel
         145




---



##### Table of Contents



Potential
    Payments upon Termination or Change of Control
    Jacob Van Berkel
  InvoluntaryNot for


Involuntary


ResignationExecutive Payments

Voluntary


Cause


for Cause


for Good


Change of


Death andUpon Termination

Termination


Termination


Termination


Reason


Control


DisabilitySeverance Payments

$



$



$



$



$
1,487,500


$
Bonus Incentive Compensation






















Long Term Incentive Plan






















Stock Options (unvested and accelerated)






















Restricted Stock (unvested and accelerated)


















1,354,667



Performance Shares (unvested and accelerated)






















Benefit Continuation






















Tax Gross-Up






















Total Value

$



$



$



$



$
2,842,167


$
   Compensation
    of Directors
  out-of-pocket
  and/or
  Director
    Compensation Table
  Fees Earnedor Paid in

StockDirector

Cash(1)

Awards(2)(3)

TotalC. Michael Kojaian(4)

$



$
60,000


$
60,000Robert J. McLaughlin

$
119,000


$
60,000


$
179,000Devin I. Murphy

$
86,000


$
60,000


$
146,000D. Fleet Wallace

$
114,000


$
60,000


$
174,000Rodger D. Young

$
108,500


$
60,000


$
168,500  146




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##### Table of Contents



(1)
    
    Represents annual retainers plus all meeting and committee
    attendance fees earned by non-employee directors in 2010.(2)
    
    The amounts shown are the aggregate grant date fair value
    related to the grants of restricted stock. Each of the current
    non-management directors (Messrs. Kojaian, McLaughlin,
    Murphy, Wallace and Young) received a grant of
    52,174 shares on December 10, 2010 which vest in three
    equal increments on each of the next three annual anniversary
    dates of the grant. The grant date fair value of the
    52,174 shares of restricted stock was $60,000, which is
    based upon the closing price of our common stock on the grant
    date of $1.15 per share. Those shares represent our annual grant
    to our non-management directors which, pursuant to our 2006
    Omnibus Equity Plan, is set at $60,000 worth of restricted
    shares of our common stock based upon the closing price of such
    common stock on the date of the grant.(3)
    
    The following table shows the aggregate number of unvested stock
    awards and option awards granted to non-employee directors and
    outstanding as of December 31, 2010:  Stock AwardsOptions Outstanding

Outstanding atDirector

at Fiscal Year End

Fiscal Year EndC. Michael Kojaian


0



6,667Robert J. McLaughlin


0



6,667Devin I. Murphy


0



13,160D. Fleet Wallace


0



6,667Rodger D. Young


10,000



6,667   (4)
    
    Mr. Kojaian waived his right to payment of all annual
    retainers and committee attendance fees during the year ended
    December 31, 2010.  Stock
    Ownership Policy for Non-Management Directors
    Compensation
    Committee Interlocks and Insider Participation
    Regulation S-K
  Compensation
    Committee Report
  The forgoing Compensation Committee Report is not to be
    deemed to be soliciting material or to be
    filed with the SEC or subject to Regulation 14A
    or 14C or to the liabilities of Section 18 of the Exchange
    Act, except to the extent that we specifically requests that
    such information be treated as soliciting material or
    specifically incorporates it by reference into any filing under
    the Securities Act of 1933, as amended (the Securities
    Act) or the Exchange Act.
 147




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters.  Equity
    Compensation Plan Information
    Stock
    Ownership Table
    Preferred Stock


Common StockName and Address

Number of


Percentage


Number of


Percentageof Beneficial Owner(1)

Shares


of Class


Shares(2)


of Class(3)FMR LLC (and related persons)(4)


139,800



14.5
%


10,481,244



14.9
%Highbridge International LLC (and related persons)(5)


61,010



6.3
%


5,479,904



7.8
%Persons affiliated with Kojaian Holdings LLC(6)










5,021,326



7.2
%Persons affiliated with Kojaian Ventures, L.L.C.(7)










11,700,000



16.7
%Persons affiliated with Kojaian Management Corporation(8)


100,000



10.4
%


6,060,600



8.7
%Lions Gate Capital


55,500



5.7
%


3,363,633



4.8
%Wellington Management Company, LLP(9)


125,000



12.9
%


11,678,104



16.7
%Zazove Associates, LLC (and related persons)(10)










7,285,282



10.4
%Named Executive Officers and DirectorsThomas P. DArcy


5,000



*



2,197,196
(11)


3.1
%C. Michael Kojaian


100,000
(12)


10.4
%


22,908,209
(12)(13)


32.8
%Robert J. McLaughlin










311,838
(13)(14)


*Devin I. Murphy


1,000



*



217,374
(13)(15)


*D. Fleet Wallace










146,083
(13)


*Rodger D. Young


500



*



198,831
(13)(16)


*Andrea R. Biller


1,000



*



363,216
(17)


*Matthew A. Engel


1,000



*



102,729
(18)


*Jeffrey T. Hanson


250
(19)


*



1,193,915
(20)(21)


1.7
%Richard W. Pehlke


500



*



30,303
(22)


*Michael J. Rispoli


250



*



84,166
(23)


*Mathieu B. Streiff










113,735
(24)


*Jacob Van Berkel


250



*



1,074,594
(21)(25)


1.5
%All Current Directors and Executive Officers as a Group
    (11 persons)


108,250



11.2
%


28,548,670
(26)


40.8
%  148




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##### Table of Contents



*
    
    Less than one percent.(1)
    
    Unless otherwise indicated, the address for each of the
    individuals listed below is
    c/o Grubb &
    Ellis Company, 1551 Tustin Avenue, Suite 300, Santa Ana,
    California 92705.(2)
    
    Each share of Preferred Stock currently converts into
    60.606 shares of common stock, and all common stock share
    numbers include, where applicable, the number of shares of
    common stock into which any Preferred Stock held by the
    beneficial owner is convertible at such rate of conversion.(3)
    
    The percentage of shares of capital stock shown for each person
    in this column and in this footnote assumes that such person,
    and no one else, has exercised or converted any outstanding
    warrants, options or convertible securities held by him or her
    exercisable or convertible on March 28, 2011 or within
    60 days thereafter.(4)
    
    Pursuant to a Schedule 13G/A filed with the SEC by FMR LLC
    (FMR) (and related persons) on February 14,
    2011, FMR is deemed to be the beneficial owner of
    (i) 139,800 shares of Preferred Stock and
    (ii) $8,400,000 principal amount of our
    7.95% Convertible Senior Notes due 2015 (the
    Notes), which are convertible into shares of common
    stock at a conversion rate of 445.583 shares of common
    stock for each $1,000 principal amount of the Notes, for an
    aggregate beneficial ownership of 12,215,617 shares of
    common stock. FMR and Edward C. Johnson 3d
    (Johnson), Chairman of FMR and a member of a
    controlling group of FMR, have sole voting power of 3,367,892 of
    the shares of common stock and sole dispositive power of all
    12,215,617 of the shares of common stock. Fidelity Management
    and Research Company (FMRC), as investment advisor
    to various investment companies and a wholly-owned subsidiary of
    FMR, is the beneficial owner of 8,847,725 of the shares of
    common stock, including 5,284,843 shares of common stock,
    based on an assumed conversion of 87,200 shares of
    Preferred Stock and 3,562,882 shares of common stock, based
    on an assumed conversion of $7,996,000 principal amount of the
    Notes. Fidelity Real Estate Income Fund (FREIF), one
    of the investment companies, beneficially owns 4,117,372 of the
    shares of common stock. Pyramis Global Advisors
    Trust Company (PGATC), as investment manager, a
    bank and an indirect wholly-owned subsidiary of FMR, is the
    beneficial owner of 3,367,892 shares of common stock,
    including 3,187,876 shares of common stock, based on an
    assumed conversion of 52,600 shares of Preferred Stock and
    180,016 shares of common stock, based on an assumed
    conversion of $404,000 principal amount of the Notes. However,
    no holder of the Notes will be entitled to acquire shares of
    common stock delivered upon conversion to the extent (but only
    to the extent) such receipt would cause such converting holder
    to become, directly or indirectly, a beneficial
    owner (within the meaning of Section 13(d) of the
    Exchange Act of 1934, as amended, and the rules and regulations
    promulgated thereunder) of more than 14.99% of the shares of our
    common stock outstanding at such time. As a result, FMR is
    deemed to be the beneficial owner of an aggregate of
    10,481,244 shares of common stock. The address for FMR,
    FMRC and FREIF is 82 Devonshire Street, Boston,
    Massachusetts 02109. The address for PGATC is 900 Salem Street,
    Smithfield, Rhode Island 02917.(5)
    
    Pursuant to a Schedule 13G filed with the SEC by Highbridge
    International LLC (Highbridge) (and related persons)
    on February 22, 2011, Highbridge is the beneficial owner of
    (i) 61,010 shares of Preferred Stock and
    (ii) $4,000,000 principal amount of the Notes, for an
    aggregate beneficial ownership of 5,479,904 shares of
    common stock. Highbridge Capital Management, LLC
    (HCM) is the trading manager of Highbridge and Glenn
    Dubin (Dubin) is the CEO of HCM. As such, each of
    HCM and Dubin may be deemed the beneficial owner of the shares
    beneficially owned by Highbridge. Each of HCM and Dubin
    disclaims beneficial ownership of the shares beneficially owned
    by Highbridge. The address for Highbridge is
    c/o Harmonic
    Fund Services, The Cayman Corporate Centre, 4th Floor,
    27 Hospital Road, Grand Cayman, Cayman Islands, British
    West Indies. The address for HCM is 40 West 57th Street,
    33rd Floor, New York, New York 10019. The address for Dubin is
    c/o Highbridge
    Capital Management, LLC, 40 West 57th Street, 33rd Floor,
    New York, New York 10019.(6)
    
    Kojaian Holdings LLC is affiliated with each of C. Michael
    Kojaian, a director of ours, Kojaian Ventures, L.L.C. and
    Kojaian Management Corporation (see footnote 11 below). The
    address for Kojaian Holdings LLC is 39400 Woodward Avenue,
    Suite 250, Bloomfield Hills, Michigan 48304. 149




---



##### Table of Contents



(7)
    
    Kojaian Ventures, L.L.C. is affiliated with each of C. Michael
    Kojaian, a director of ours, Kojaian Holdings LLC and Kojaian
    Management Corporation (see footnote 11 below). The address of
    Kojaian Ventures, L.L.C. is 39400 Woodward Ave., Suite 250,
    Bloomfield Hills, Michigan 48304.(8)
    
    Kojaian Management Corporation is affiliated with each of C.
    Michael Kojaian, a director of ours, Kojaian Holdings LLC and
    Kojaian Ventures, L.L.C. (see footnote 11 below). The address of
    Kojaian Management Corporation is 39400 Woodward Ave.,
    Suite 250, Bloomfield Hills, Michigan 48304.(9)
    
    Wellington Management Company, LLP (Wellington
    Management) is an investment adviser registered under the
    Investment Advisers Act of 1940, as amended. Wellington
    Management, in such capacity, may be deemed to share beneficial
    ownership over the shares held by its client accounts.
    Wellingtons address is 280 Congress Street, Boston,
    Massachusetts 02210.(10)
    
    Pursuant to a Schedule 13D filed with the SEC by Zazove
    Associates, LLC (Zazove) on March 25, 2011,
    Zazove, a registered investment advisor, is the beneficial owner
    of $8,850,000 principal amount of the Notes, or
    3,943,410 shares of common stock. Gene T. Pretti is the
    CEO, Senior Portfolio Manager and controlling equity holder of
    Zazove. On March 8, 2011, we commenced a consent
    solicitation to amend the indenture under which the Notes were
    issued to exclude our subsidiaries, Daymark and NNN Realty
    Advisors, Inc. (and each of their direct and indirect
    subsidiaries) from certain events of default under the Notes. On
    March 18, 2011 Zazove, Nisswa Convertibles Master
    Fund Ltd. (Nisswa), Cohanzick Management, LLC
    (Cohanzick) and Stonerise Capital Partners Master
    Fund L.P. (Stonerise) (collectively, the
    Locked-Up
    Holders) entered into a written
    lock-up
    agreement, pursuant to which among other things, each of them
    agreed that they will not deliver consents to the proposed
    amendment (the
    Lock-Up
    Agreement). As a result of the
    Lock-Up
    Agreement, the
    Locked-Up
    Holders may be deemed to have formed a group within the meaning
    of
    Rule 13d-5(b)
    under the Exchange Act. The
    Locked-Up
    Holders beneficially own, in the aggregate, $16,350,000
    principal amount of the Notes, or 7,285,282 shares of
    common stock. Pursuant to a Schedule 13D filed with the SEC
    by Pine River Capital Management L.P. (Pine River),
    Nisswa and Brian Taylor (Taylor), the managing
    member of Pine River Capital, LLC, the general partner of Pine
    River, on March 28, 2011, Pine River, Nisswa and Taylor are
    the beneficial owners of $2,000,000 principal amount of the
    Notes, or 891,166 shares of common stock. Pine River,
    Nisswa and Taylor all share voting and disposition power over
    the share of common stock and all disclaim beneficial ownership
    in the shares of common stock except to the extent of their
    pecuniary interest therein. Pursuant to a Schedule 13D
    filed with the SEC by Stonerise Capital Management, LLC
    (Stonerise Capital), the sole general partner of
    Stonerise, and Stonerise on March 25, 2011, Stonerise
    Capital and Stonerise are the beneficial owners of $3,500,000
    principal amount of the Notes, or 1,559,541 shares of
    common stock. Stonerise Capital and Stonerise share voting and
    disposition power over the share of common stock. The address
    for Zazove is 1001 Tahoe Blvd., Incline Village, NV 89451. The
    address for Pine River and Taylor is 601 Carlson Parkway,
    Suite 330, Minnetonka, Minnesota 55305. The address for
    Stonerise Capital and Stonerise is 44 Montgomery Street,
    Suite 2000, San Francisco, California 94104.(11)
    
    Beneficially owned shares include (i) 666,667 restricted
    shares of common stock which vest in equal
    1/2 portions
    on each of the second, and third anniversaries of
    November 15, 2009, and (ii) 1,000,000 restricted
    shares of common stock which vest based upon the market price of
    our common stock during the initial three year term of
    Mr. DArcys employment agreement. Specifically,
    (i) in the event that for any 30 consecutive trading days
    during the initial three year term of
    Mr. DArcys employment agreement the volume
    weighted average closing price per share of the common stock on
    the exchange or market on which our shares are publically listed
    or quoted for trading is at least $3.50, then 50% of such
    restricted shares shall vest, and (ii) in the event that
    for any 30 consecutive trading days during the initial three
    year term of Mr. DArcys employment agreement
    the volume weighted average closing price per share of our
    common stock on the exchange or market on which our shares of
    common stock are publically listed or quoted for trading is at
    least $6.00, then the remaining 50% percent of such restricted
    shares shall vest. Vesting with respect to all restricted shares
    is subject to Mr. DArcys continued employment
    by us, subject to the terms of a Restricted Share Agreement
    entered into by Mr. DArcy and us on November 16,
    2009, and other terms and conditions set forth in
    Mr. DArcys employment agreement. 150




---



##### Table of Contents



(12)
    
    Beneficially owned shares include shares directly held by
    Kojaian Holdings LLC, Kojaian Ventures, L.L.C. and Kojaian
    Management Corporation. C. Michael Kojaian, a director of ours,
    is affiliated with Kojaian Ventures, L.L.C., Kojaian Holdings
    LLC and Kojaian Management Corporation. Pursuant to rules
    established by the SEC, the foregoing parties may be deemed to
    be a group, as defined in Section 13(d) of the
    Exchange Act, and C. Michael Kojaian is deemed to have
    beneficial ownership of the shares directly held by each of
    Kojaian Ventures, L.L.C., Kojaian Holdings LLC and Kojaian
    Management Corporation.(13)
    
    Beneficially owned shares include 6,667 restricted shares of
    common stock which vest on December 10, 2011, such shares
    granted pursuant to our 2006 Omnibus Equity Plan.(14)
    
    Beneficially owned shares include 89,310 shares of common
    stock held directly by: (i) Katherine McLaughlins IRA
    (Mr. McLaughlins wifes IRA of which
    Mr. McLaughlin disclaims beneficial ownership);
    (ii) Robert J. and Katherine McLaughlin Trust; and
    (iii) Louise H. McLaughlin Trust.(15)
    
    Beneficially owned shares include 6,493 restricted shares of
    common stock which vest on the first business day following
    July 10, 2011, such shares granted pursuant to our 2006
    Omnibus Equity Plan.(16)
    
    Beneficially owned shares include 10,000 shares of common
    stock issuable upon exercise of fully vested outstanding options.(17)
    
    Ms. Biller resigned her position with us on
    October 22, 2010.(18)
    
    Beneficially owned shares include (i) 10,000 restricted
    shares of common stock that were granted to Mr. Engel on
    February 4, 2009 pursuant to our 2006 Omnibus Equity Plan
    and all such shares will vest on the fourth anniversary of the
    grant date, (ii) 10,000 restricted shares of common stock
    that were granted to Mr. Engel on December 3, 2008
    pursuant to our 2006 Omnibus Equity Plan and which will vest in
    equal 1/2 portions on each of the third and fourth anniversaries
    of the grant date and (iii) 15,873 shares of our
    phantom stock that were granted to Mr. Engel on
    December 3, 2008 pursuant to the our Deferred Compensation
    Plan and all such shares will vest on the fourth anniversary of
    the grant date.(19)
    
    Mr. Hansons beneficially owned shares include
    250 shares of Preferred Stock which are indirectly held
    through Jeffrey T. Hanson and April L. Hanson, as Trustees of
    the Hanson Family Trust.(20)
    
    Beneficially owned shares include 22,000 shares of common
    stock issuable upon exercise of fully vested options.(21)
    
    Beneficially owned shares include restricted stock award of
    1,000,000 shares of restricted stock received by each of
    Messrs. Hanson and Berkel on March 10, 2010, of which
    500,000 restricted shares are subject to vesting over three
    years in equal annual installments of one-third each commencing
    on the one year anniversary of March 10, 2010. The
    remaining 500,000 of such restricted shares are subject to
    vesting based upon the market price of our common stock during
    the three year period commencing March 10, 2010.
    Specifically, (i) in the event that for any 30 consecutive
    trading days during the three year period commencing
    March 10, 2010 the volume weighted average closing price
    per share of our common stock on the exchange or market on which
    our shares are publically listed or quoted for trading is at
    least $3.50, then 50% of such restricted shares shall vest, and
    (ii) in the event that for any 30 consecutive trading days
    during the three year period commencing March 10, 2010 the
    volume weighted average closing price per share of our common
    stock on the exchange or market on which our shares of common
    stock are publically listed or quoted for trading is at least
    $6.00, then the remaining 50% of such restricted shares shall
    vest. Vesting with respect to all such restricted shares is
    subject to Messrs. Hansons and Van Berkels
    continued employment, respectively, by us, subject to the terms
    and conditions of the Restricted Stock Award Grant Notices and
    Restricted Stock Award Agreements dated March 10, 2010 for
    each of Mr. Van Berkel and Mr. Hanson.(22)
    
    Mr. Pehlke resigned his position with us on May 3,
    2010.(23)
    
    Beneficially owned shares include (i) 50,000 restricted
    shares of common stock that were granted to Mr. Rispoli on
    February 4, 2009 pursuant to our 2006 Omnibus Equity Plan
    and all such shares will vest on the fourth anniversary of the
    grant date and (ii) 7,808 shares of our phantom stock
    that were granted 151




---



##### Table of Contents



to Mr. Rispoli on March 12, 2008 pursuant to our
    Deferred Compensation Plan and all such shares will vest on the
    fourth anniversary of the grant date.(24)
    
    Beneficially owned shares include (i) 66,666 restricted
    shares of common stock that were granted to Mr. Streiff on
    June 3, 2009 pursuant to our 2006 Omnibus Equity Plan and
    which will vest in equal
    1/2 portions
    on each of the second and third anniversaries of the grant date
    and (ii) 10,560 shares of common stock issuable upon
    exercise of fully vested outstanding options.(25)
    
    Beneficially owned shares include 40,000 restricted shares of
    common stock awarded to Mr. Van Berkel pursuant to our 2006
    Omnibus Equity Plan which will vest on the first business day
    after the third anniversary of the grant date (December 3,
    2008) and are subject to acceleration under certain
    conditions.(26)
    
    Beneficially owned shares include the following shares of common
    stock issuable upon exercise of outstanding options which are
    exercisable on March 28, 2011 or within 60 days
    thereafter under our various stock option plans:
    Mr. Young  10,000 shares,
    Mr. Hanson  22,000 shares,
    Mr. Streiff  10,560 shares, and all current
    directors and executive officers as a group 42,560 shares.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Related
    Party Transaction Review Policy
    www.grubb-ellis.com.
      Related
    Party Transactions
   152




---



##### Table of Contents



Other
    Related Party Transactions
               153




---



##### Table of Contents



Independent
    Directors
      No
    Material Relationship
    Employment
  daughters-in-law;
  Other
    Compensation
    Auditor
    Affiliation
    Interlocking
    Directorships
    Business
    Transactions
   154




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##### Table of Contents



Item 14.
    Principal
    Accounting Fees and Services.      2010


2009Audit Fees(1)Total Audit Fees

$
1,887,702


$
2,125,674Audit Related Fees(2)Total Audit-Related Fees


215,618



260,825Tax Fees(2)Total Tax Fees


91,926



144,042All Other Fees(3)Total All Other Fees


647,323



Total Fees

$
2,842,569


$
2,530,541     (1)
    
    Includes fees and expenses related to the year-end audit and
    interim reviews, notwithstanding when the fees and expenses were
    billed or when the services were rendered.(2)
    
    Includes fees and expenses for services rendered from January
    through December of the year, notwithstanding when the fees and
    expenses were billed.(3)
    
    Includes advisory fees and expenses for services rendered from
    January through December of the year, notwithstanding when the
    fees and expenses were billed.   155




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##### Table of Contents



PART IV.  Item 15.
    Exhibits,
    Financial Statement Schedules  The
    following documents are filed as part of this report:
  (a)
    The following Reports of Independent Registered Public
    Accounting Firm and Consolidated Financial Statements are
    submitted herewith:              (b)
    Consolidated Financial Statements Schedules      (c)
    Exhibits required to be filed by Item 601 of
    Regulation S-K:  (2) Plan
    of Acquisition, Reorganization, Arrangement, Liquidation or
    Succession
  2.1
    Agreement and Plan of Merger, dated as of May 22, 2007,
    among NNN Realty Advisors, Inc., B/C Corporate Holdings, Inc.
    and the Registrant, incorporated herein by reference to
    Exhibit 2.1 to the Registrants Current Report on Form
    8-K filed on
    May 23, 2007.2.2
    Merger Agreement, dated as of January 22, 2009, by and
    among the Registrant, GERA Danbury LLC, GERA Property
    Acquisition, LLC, Matrix Connecticut, LLC and Matrix Danbury,
    LLC, incorporated herein by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K
    filed on January 29, 2009.2.3
    First Amendment to Merger Agreement, dated as of
    January 22, 2009, by and among the Registrant, GERA Danbury
    LLC, GERA Property Acquisition, LLC, Matrix Connecticut, LLC and
    Matrix Danbury, LLC, incorporated herein by reference to
    Exhibit 2.2 to the Registrants Current Report on Form
    8-K filed on
    January 29, 2009.2.4
    Second Amendment to Merger Agreement, dated as of May 19,
    2009, by and among the Registrant, GERA Danbury LLC, GERA
    Property Acquisition, LLC, Matrix Connecticut, LLC and Matrix
    Danbury, LLC, incorporated herein by reference to
    Exhibit 2.1 to the Registrants Current Report on
    Form 8-K
    filed on May 26, 2009.  (3) Articles
    of Incorporation and Bylaws
  3.1
    Restated Certificate of Incorporation of the Registrant,
    incorporated herein by reference to Exhibit 3.2 to the
    Registrants Annual Report on
    Form 10-K
    filed on March 31, 1995.3.2
    Certificate of Retirement with Respect to 130,233 Shares of
    Junior Convertible Preferred Stock of Grubb & Ellis
    Company, filed with the Delaware Secretary of State on
    January 22, 1997, incorporated herein by reference to
    Exhibit 3.3 to the Registrants Quarterly Report on
    Form 10-Q
    filed on February 13, 1997. 156




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##### Table of Contents



3.3
    Certificate of Retirement with Respect to 8,894 Shares of
    Series A Senior Convertible Preferred Stock,
    128,266 Shares of Series B Senior Convertible
    Preferred Stock, and 19,767 Shares of Junior Convertible
    Preferred Stock of Grubb & Ellis Company, filed with
    the Delaware Secretary State on January 22, 1997,
    incorporated herein by reference to Exhibit 3.4 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed on February 13, 1997.3.4
    Amendment to the Restated Certificate of Incorporation of the
    Registrant as filed with the Delaware Secretary of State on
    December 9, 1997, incorporated herein by reference to
    Exhibit 4.4 to the Registrants Statement on
    Form S-8
    filed on December 19, 1997 (File
    No. 333-42741).3.5
    Certificate of Amendment to the Amended and Restated Certificate
    of Incorporation of Grubb & Ellis Company as filed
    with the Delaware Secretary of State on December 7, 2007,
    incorporated herein by reference to Exhibit 3.1 to the
    Registrants Current Report on
    Form 8-K
    filed on December 13, 2007.3.6
    Amendment to the Restated Certificate of Incorporation of the
    Registrant as filed with the Delaware Secretary of State on
    December 17, 2009, incorporated herein by reference to
    Exhibit 3.1 to the Registrants Current Report on
    Form 8-K
    filed on December 23, 2009.3.7
    Bylaws of the Registrant, as amended and restated effective
    May 31, 2000, incorporated herein by reference to
    Exhibit 3.5 to the Registrants Annual Report on Form
    10-K filed
    on September 28, 2000.3.8
    Amendment to the Amended and Restated By-laws of the Registrant,
    effective as of December 7, 2007, incorporated herein by
    reference to Exhibit 3.2 to Registrants Current
    Report on
    Form 8-K
    filed on December 13, 2007.3.9
    Amendment to the Amended and Restated By-laws of the Registrant,
    effective as of January 25, 2008, incorporated herein by
    reference to Exhibit 3.1 to Registrants Current
    Report on
    Form 8-K
    filed on January 31, 2008.3.10
    Amendment to the Amended and Restated By-laws of the Registrant,
    effective as of October 26, 2008, incorporated herein by
    reference to Exhibit 3.1 to Registrants Current
    Report on
    Form 8-K
    filed on October 29, 2008.3.11
    Amendment to the Amended and Restated By-laws of the Registrant,
    effective as of February 5, 2009, incorporated herein by
    reference to Exhibit 3.1 to Registrants Current
    Report on
    Form 8-K
    filed on February 9, 2009.3.12
    Amendment to the Amended and Restated Bylaws of the Registrant,
    effective December 17, 2009, incorporated herein by
    reference to Exhibit 3.2 to the Registrants Current
    Report on
    Form 8-K
    filed on December 23, 2009.  (4) Instruments
    Defining the Rights of Security Holders, including
    Indentures.
  4.1
    Certificate of Incorporation, as amended and restated. See
    Exhibits 3.1, 3.4  3.6.4.2
    By-laws, as amended and restated. See
    Exhibits 3.7  3.12.4.3
    Amended and Restated Certificate of Designations, Number, Voting
    Powers, Preferences and Rights of Series A Preferred Stock
    of Grubb & Ellis Company, as filed with the Secretary
    of State of Delaware on September 13, 2002, incorporated
    herein by reference to Exhibit 3.8 to the Registrants
    Annual Report on
    Form 10-K
    filed on October 15, 2002.4.4
    Certificate of Designations, Number, Voting Powers, Preferences
    and Rights of
    Series A-1
    Preferred Stock of Grubb & Ellis Company, as filed
    with the Secretary of State of Delaware on January 4, 2005,
    incorporated herein by reference to Exhibit 2 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2005. 157




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4.5
    Preferred Stock Exchange Agreement, dated as of
    December 30, 2004, between the Registrant and Kojaian
    Ventures, LLC, incorporated herein by reference to
    Exhibit 1 to the Registrants Current Report on
    Form 8-K
    filed on January 6, 2005.4.6
    Registration Rights Agreement, dated as of April 28, 2006,
    between the Registrant, Kojaian Ventures, LLC and Kojaian
    Holdings, LLC, incorporated herein by reference to
    Exhibit 99.2 to the Registrants Current Report on
    Form 8-K
    filed on April 28, 2006.4.7
    Warrant Agreement, dated as of May 18, 2009, by and between
    the Registrant, Deutsche Bank Trust Company Americas, Fifth
    Third Bank, JPMorgan Chase, N.A. and KeyBank, National
    Association, incorporated herein by reference to
    Exhibit 4.2 to the Registrants Annual Report on
    Form 10-K
    filed on May 27, 2009.4.8
    Registration Rights Agreement, dated as of October 27,
    2009, by and among the Registrant and each of the persons listed
    on the Schedule of Initial Holders attached thereto as
    Schedule A, incorporated herein by reference to
    Exhibit 4.3 to the Registrants Amendment No. 1
    to Registration Statement on
    Form S-1
    Annual Report on
    Form 10-K
    filed on December 28, 2009.4.9
    Amendment No. 1 to Registration Rights Agreement, dated as
    of November 4, 2009, by and among the Registrant and each
    of the persons listed on the Schedule of Initial Holders
    attached thereto as Schedule A, incorporated herein by
    reference to Exhibit 4.3 to the Registrants Amendment
    No. 1 to Registration Statement on
    Form S-1
    Annual Report on
    Form 10-K
    filed on December 28, 2009.4.10
    Certificate of the Powers, Designations, Preferences and Rights
    of the 12% Cumulative Participating Perpetual Convertible
    Preferred Stock, as filed with the Secretary of State of
    Delaware on November 4, 2009, incorporated herein by
    reference to Annex B to the Registrants
    Schedule 14A filed on November 6, 2009.4.11
    Indenture for the 7.95% Convertible Senior Securities due
    2015, dated as of May 7, 2010, between Grubb &
    Ellis Company, as Issuer, and U.S. Bank National
    Association, as Trustee, incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on May 7, 2010.4.12
    Registration Rights Agreement, dated as of May 7, 2010,
    between Grubb & Ellis Company and JMP Securities LLC,
    as Initial Purchaser, incorporated herein by reference to
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on May 7, 2010.    (10) Material
    Contracts
  10.1*
    Form of Restricted Stock Agreement between the Registrant and
    each of the Registrants Outside Directors, dated as of
    September 22, 2005, incorporated herein by reference to
    Exhibit 10.15 to Amendment No. 1 to the
    Registrants Registration Statement on
    Form S-1
    filed on June 19, 2006 (File
    No. 333-133659).10.2*
    Grubb & Ellis Company 2006 Omnibus Equity Plan
    effective as of November 9, 2006, incorporated herein by
    reference to Appendix A to the Registrants Proxy
    Statement for the 2006 Annual Meeting of Stockholders filed on
    October 10, 2006.10.3*
    Employment Agreement between Richard W. Pehlke and the
    Registrant, dated as of February 9, 2007, incorporated
    herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on February 15, 2007. 158




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##### Table of Contents



10.4*
    Amendment No. 1 Employment Agreement between Richard W.
    Pehlke and the Registrant dated as of December 23, 2008,
    incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on December 23, 2008.10.5*
    Consulting and Separation Agreement and General Release of All
    Claims by and between Grubb & Ellis Company and
    Richard W. Pehlke, dated May 3, 2010, incorporated herein
    by reference to Exhibit 10.2 to the Registrants
    Current Report on
    Form 8-K
    filed on May 4, 2010.10.6*
    Employment Agreement between NNN Realty Advisors, Inc. and
    Andrea R. Biller incorporated herein by reference to
    Exhibit 10.27 to the Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.10.7*
    Separation Agreement and General Release of All Claims, between
    Andrea R. Biller and Grubb & Ellis Company, dated
    October 22, 2010, incorporated herein by reference to
    Exhibit 10.26 to the Registrants Current Report on
    Form 8-K
    filed on October 28, 2010.10.8*
    Membership Interest Assignment Agreement by and among Andrea R.
    Biller, Grubb & Ellis Equity Advisors, LLC and
    Grubb & Ellis Equity Advisors Property Management,
    Inc., dated as of October 22, 2010, incorporated herein by
    reference to Exhibit 10.26 to the Registrants Current
    Report on Form
    8-K filed on
    October 28, 2010.10.9*
    Employment Agreement between NNN Realty Advisors, Inc. and
    Jeffrey T. Hanson incorporated herein by reference to
    Exhibit 10.29 to the Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.  10.10
    Indemnity Agreement dated as of October 23, 2006 between
    Anthony W. Thompson and NNN Realty Advisors, Inc., incorporated
    herein by reference to Exhibit 10.30 to the
    Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.10.11
    Indemnity and Escrow Agreement by and among Escrow Agent, NNN
    Realty Advisors, Inc., Anthony W. Thompson, Louis J. Rogers and
    Jeffrey T. Hanson, together with Certificate as to Authorized
    Signatures incorporated herein by reference to
    Exhibit 10.31 to the Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.10.12*
    Form of Indemnity Agreement executed by Andrea R. Biller, Glenn
    L. Carpenter, Howard H. Greene, Jeffrey T. Hanson, Gary H. Hunt,
    C. Michael Kojaian, Francene LaPoint, Robert J. McLaughlin,
    Devin I. Murphy, Robert H. Osbrink, Richard W. Pehlke, Scott D.
    Peters, Dylan Taylor, Jacob Van Berkel, D. Fleet Wallace and
    Rodger D. Young incorporated herein by reference to
    Exhibit 10.41 to the Registrants Annual Report on
    Form 10-K
    filed on March 17, 2008.10.13*
    Change of Control Agreement dated December 23, 2008 by and
    between Jacob Van Berkel and the Company, incorporated herein by
    reference to Exhibit 10.3 to the Registrants Current
    Report on
    Form 8-K
    filed on December 24, 2008.10.14
    Third Amended and Restated Credit Agreement, dated as of
    May 18, 2009, among the Registrant, certain of its
    subsidiaries (the Guarantors), the
    Lender (as defined therein), Deutsche Bank
    Securities, Inc., as syndication agent, sole book-running
    manager and sole lead arranger, and Deutsche Bank Trust Company
    Americas, as initial issuing bank, swing line bank and
    administrative agent, incorporated herein by reference to
    Exhibit 10.61 to the Registrants Annual Report on
    Form 10-K
    filed on May 27, 2009.10.15
    Third Amended and Restated Security Agreement, dated as of
    May 18, 2009, among the Registrant, certain of its
    subsidiaries and Deutsche Bank Trust Company Americas, as
    administrative agent, for the Secured Parties (as
    defined therein), incorporated herein by reference to
    Exhibit 10.62 to the Registrants Annual Report on
    Form 10-K
    filed on May 27, 2009. 159




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##### Table of Contents



10.16*
    Employment Agreement between Thomas P. DArcy and the
    Registrant, dated as of November 16, 2009, incorporated
    herein by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on Form
    10-Q/A filed
    on November 19, 2009.10.17*
    First Amendment to Employment Agreement by and between
    Grubb & Ellis Company and Thomas P. DArcy, dated
    as of August 11, 2010, incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on August 11, 2010.10.18
    First Letter Amendment to Third Amended and Restated Credit
    Agreement, dated as of September 30, 2009, by and among
    Grubb & Ellis Company, the guarantors named therein,
    Deutsche Bank Trust Company Americas, as administrative
    agent, the financial institutions identified therein as lender
    parties, Deutsche Bank Trust Company Americas, as syndication
    agent, and Deutsche Bank Securities Inc., as sole book running
    manager and sole lead arranger, incorporated herein by reference
    to Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on October 2, 2009.10.19
    First Letter Amendment to Warrant Agreement, dated as of
    September 30, 2009, by and between Grubb & Ellis
    Company and the holders identified in Exhibit B thereto,
    incorporated herein by reference to Exhibit 99.2 to the
    Registrants Current Report on
    Form 8-K
    filed on October 2, 2009.10.20
    First Letter Amendment to the Third Amended and Restated
    Security Agreement, dated as of September 30, 2009, made by
    the grantors referred to therein in favor of Deutsche Bank Trust
    Company Americas, as administrative agent for the secured
    parties referred to therein, incorporated herein by reference to
    Exhibit 99.3 to the Registrants Current Report on
    Form 8-K
    filed on October 2, 2009.10.21
    Senior Subordinated Convertible Note dated October 2, 2009
    issued by Grubb & Ellis Company to Kojaian Management
    Corporation, incorporated herein by reference to
    Exhibit 99.4 to the Registrants Current Report on
    Form 8-K
    filed on October 2, 2009.10.22
    Subordination Agreement dated October 2, 2009 by and among
    Kojaian Management Corporation, Grubb & Ellis Company
    and Deutsche Bank Trust Company Americas, incorporated herein by
    reference to Exhibit 99.5 to the Registrants Current
    Report on
    Form 8-K
    filed on October 2, 2009.10.23
    Form of Purchase Agreement by and between Grubb &
    Ellis Company and the accredited investors set forth on
    Schedule A attached thereto, incorporated herein by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K
    filed on October 26, 2009.10.24
    Agreement regarding Tremont Net Funding II, LLC Loan Arrangement
    with GERA 6400 Shafer LLC and GERA Abrams Centre LLC, dated as
    of December 29, 2009, by and among GERA Abrams Centre LLC
    and GERA 6400 Shafer LLC, collectively as Borrower,
    Grubb & Ellis Company, as Guarantor, Grubb &
    Ellis Management Services, Inc., as both Abrams Manager and
    Shafer Manager, incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current Report on
    Form 8-K
    filed on January 6, 2010.10.25
    Form of Assignment of Personal Property, Name, Service
    Contracts, Warranties and Leases for GERA Abrams Centre LLC,
    incorporated herein by reference to Exhibit 10.2 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2010.10.26
    Form of Assignment of Personal Property, Name, Service
    Contracts, Warranties and Leases for GERA 6400 Shafer LLC,
    incorporated herein by reference to Exhibit 10.3 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2010.10.27
    Form of Special Warranty Deed for GERA Abrams Centre LLC,
    incorporated herein by reference to Exhibit 10.4 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2010. 160




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##### Table of Contents



10.28
    Form of Special Warranty Deed for GERA 6400 Shafer LLC,
    incorporated herein by reference to Exhibit 10.5 to the
    Registrants Current Report on
    Form 8-K
    filed on January 6, 2010.10.29
    Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement by and between the Company and Jeffrey T. Hanson
    dated March 10, 2010, incorporated herein by reference to
    Exhibit 10.75 to the Registrants Annual Report on Form
    10-K filed on March 16, 2010.10.30
    Form of Restricted Stock Award Grant Notice and Restricted Stock
    Award Agreement by and between the Company and Jacob Van Berkel
    dated March 10, 2010, incorporated herein by reference to
    Exhibit 10.76 to the Registrants Annual Report on Form
    10-K filed on March 6, 2010.10.31
    Form of Amended and Restated Restricted Stock Award Grant Notice
    for Annual Restricted Stock Award to Non-Management Directors,
    incorporated herein by reference to Exhibit 10.77 to the
    Registrants Annual Report on Form 10-K filed on March 16,
    2010.10.32
    Special Warranty Deed for GERA Abrams Centre LLC recorded on
    March 31, 2010, incorporated herein by reference to Exhibit
    99.1 to the Registrants Current Report on
    Form 8-K
    filed on April 6, 2010.10.33
    Purchase Agreement between Grubb & Ellis Company and
    JMP Securities LLC, dated May 3, 2010, incorporated herein
    by reference to Exhibit 10.1 to the Registrants
    Current Report on
    Form 8-K
    filed on May 4, 2010.10.34
    Shared Services Agreement by and among Grubb & Ellis
    Company, Daymark Realty Advisors, Inc., Grubb & Ellis
    Management Services, Inc., Grubb & Ellis Equity
    Advisors, LLC, Grubb & Ellis Advisors of California,
    Inc., Grubb & Ellis Affiliates, Inc.,
    Grubb & Ellis of Arizona, Inc., Grubb &
    Ellis Europe, Inc., G&E Landauer Valuation Advisory
    Services, LLC, G&E - Mortgage Group, Inc.,
    G&E  New York, Inc., G&E 
    Michigan, Inc., G&E of Nevada, Inc., G&E Consulting
    Services Co., HSM Inc., Wm. A. White/G&E Inc.,
    Grubb & Ellis Capital Corp., NNN Realty Advisors,
    Inc., Triple Net Properties Realty, Inc., Grubb &
    Ellis Realty Investors, LLC, and Grubb & Ellis
    Residential Management, Inc., dated as of March 25, 2011,
    incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on March 28, 2011.10.35
    Exclusivity Agreement by and between Colony Capital
    Acquisitions, LLC and Grubb & Ellis Company, dated as of
    March 30, 2011, incorporated herein by reference to Exhibit 10.1
    to the Registrants Current Report on Form 8-K filed on
    March 30, 2011.10.36
    Commitment Letter for $18,000,000 Senior Secured Term Loan
    Facility by and between Colony Capital Acquisitions, LLC and
    Grubb & Ellis Company, dated as of March 30, 2011,
    incorporated herein by reference to Exhibit 10.2 to the
    Registrants Current Report on Form 8-K filed on March 30,
    2011.  (12) Statements
    re Computation of Ratios
  12.1
    Computation of Ratio of Earnings to Fixed Charges and Preferred
    Stock Dividends.  (14) Code
    of Ethics
  14.1
    Amendment to Code of Business Conduct and Ethics of the
    Registrant, incorporated herein by reference to Exhibit 14.1 to
    the Registrants Current Report on
    Form 8-K
    filed on January 31, 2008. 161




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##### Table of Contents



(21) Subsidiaries
    of the Registrant
  (23) Consent
    of Independent Registered Public Accounting Firm
  23.1
    Consent of Ernst & Young LLP23.2
    Consent of PKF  (31.1) Section 302
    Certification of Principal Executive Officer
  (31.2) Section 302
    Certification of Chief Financial Officer
  (32) Section 906
    Certification
  
    Filed herewith.  
    Furnished herewith.  *
    Management contract or compensatory plan arrangement. 162




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
 SCHEDULE II 
    VALUATION AND QUALIFYING ACCOUNTS  Balance at


ChargedBeginning


to








Balance atof


Costs and


Charged to





End(In thousands)

Period


Expenses


Other Accounts(1)


Deductions(2)


of PeriodAllowance for accounts
    receivableYear Ended December 31, 2010

$
11,741


$
5,744






$
(1,201
)

$
16,284Year Ended December 31, 2009

$
10,533


$
13,632






$
(12,424
)

$
11,741Year Ended December 31, 2008

$
1,376


$
12,446






$
(3,289
)

$
10,533Allowance for advances and notes receivableYear Ended December 31, 2010

$
12,676


$
1,051






$
(2,433
)

$
11,294Year Ended December 31, 2009

$
3,170


$
9,521






$
(15
)

$
12,676Year Ended December 31, 2008

$
1,839


$
1,331






$



$
3,170Valuation allowance for deferred tax assetsYear Ended December 31, 2010

$
85,740


$
24,836



2,082


$



$
112,658Year Ended December 31, 2009

$
55,204


$
30,536






$



$
85,740Year Ended December 31, 2008

$
3,103


$
49,677



2,424


$



$
55,204     (1)
    
    2007 Pre-merger Grubb & Ellis Company state return
    true-up
    charged against goodwill.(2)
    
    Uncollectible accounts written off, net of recoveries 163




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  Schedule III 
    REAL ESTATE AND ACCUMULATED DEPRECIATION
 MaximumLife onWhichDepreciationCosts

Gross Amount at Which Carried







in LatestInitial Costs to Company

Capitalized

as of December 31, 2010







IncomeBuildings and

Subsequent to



Buildings and



Accumulated

Date

Date

Statement is(In thousands)

Encumbrance

Land

Improvements

Acquisition

Land

Improvements

Total(a)

Depreciation(b)

Constructed

Acquired

Computed(Commercial Office Property)200 Galleria
    Atlanta, GA

$
70,000


$
7,440


$
64,591


$
571


$
4,982


$
48,373


$
53,355


$
7,783



1984



01/31/2007



39 years   (a)
    The changes in real estate for the years ended December 31,
    2010, 2009 and 2008 are as follows:  (In thousands)Balance as of December 31, 2007

$
335,957Acquisitions


144,162Additions


12,813Real estate related impairments


(71,488
)Disposals and deconsolidations


(242,644
)Balance as of December 31, 2008


178,800Additions


2,970Real estate related impairments


(6,752
)Disposals and deconsolidations


(84,871
)Balance as of December 31, 2009


90,147Additions


2,320Disposals


(39,112
)Balance as of December 31, 2010

$
53,355   (b)
    
    The changes in accumulated depreciation for the years ended
    December 31, 2010, 2009 and 2008 are as follows:  (In thousands)Balance as of December 31, 2007

$
3,781Additions


7,760Disposals and deconsolidations


(149
)Balance as of December 31, 2008


11,392Additions


1,534Disposals and deconsolidations


(4,968
)Balance as of December 31, 2009


7,958Additions


3,559Disposals


(3,734
)Balance as of December 31, 2010

$
7,783  164




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##### Table of Contents



SIGNATURES



Pursuant to the requirements of Section 13 or 15
    (d) 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. Grubb & Ellis Company
    (Registrant)/s/  Thomas
    P. DArcy

March 31, 2011Thomas P. DArcy
    Chief Executive Officer, President and Director
    (Principal Executive Officer)     Signature

Title

Date/s/  Thomas
    P. DArcyThomas
    P. DArcy

Chief Executive Officer, President and Director (Principal
    Executive Officer)

March 31, 2011/s/  Michael
    J. RispoliMichael
    J. Rispoli

Chief Financial Officer (Principal Financial and Accounting
    Officer)

March 31, 2011/s/  C.
    Michael KojaianC.
    Michael Kojaian

Director

March 31, 2011/s/  Robert
    J. McLaughlinRobert
    J. McLaughlin

Director

March 31, 2011/s/  Devin
    I. MurphyDevin
    I. Murphy

Director

March 31, 2011/s/  D.
    Fleet WallaceD.
    Fleet Wallace

Director

March 31, 2011/s/  Rodger
    D. YoungRodger
    D. Young

Director

March 31, 2011  165