##### Table of Contents



UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C.
    20549
 FORM 10-K
 þ ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE 
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2007
  OR
  o TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF
    1934
  For the transition period from
    ­
    ­
    to
    ­
    ­
  Commission file number 1-8122
  GRUBB & ELLIS
    COMPANY
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    Incorporation or organization)

94-1424307(IRS Employer
    Identification No.)   500 West Monroe Street, Suite 2800,
    Chicago, IL 60661
 (Address of principal executive
    offices) (Zip Code)
  (312) 698-6700
 (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

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




---



##### 



GRUBB &
    ELLIS COMPANYFORM 10-K
  TABLE OF
    CONTENTS
  PageCover Page


1Table of Contents


2Part I.Item 1.


Business


3Item 2.


Properties


10Item 3.


Legal Proceedings


10Item 4.


Submission of Matters to a Vote of
    Security Holders


10Part II.Item 5.


Market for Registrants
    Common Equity and Related Stockholder Matters


11Item 6.


Selected Financial Data


14Item 7.


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


14Item 7A.


Quantitative and Qualitative
    Disclosures About Market Risk


25Item 8.


Financial Statements and
    Supplementary Data


27Item 9.


Changes in and Disagreements with
    Accountants on Accounting and Financial Disclosure


59Item 9A.


Controls and Procedures


59Part III.Item 10.


Directors and Executive Officers
    of the Registrant


60Item 11.


Executive Compensation


64Item 12.


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


86Item 13.


Certain Relationships and Related
    Transactions


87Item 14


Principal Accountant Fees and
    Services


93Part IV.Item 15.


Exhibits and Financial Statement
    Schedules


94Signatures





99Exhibit
    Index





100Subsidiaries of the RegistrantConsent of Independent Registered Public Accounting FirmPowers of AttorneySection 302 CertificationsSection 906 CertificationsAdditional Risk Factors   2




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  PART I
      Item 1.
    Business  General
        Fortune 500
    Current
    Business Platform and Organization
    Transaction
    Services
     3




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##### Table of Contents



Management
    Services
    and/or
   4




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##### Table of Contents



on-site
  Secondary
    Offering
  Form S-1
  Preferred
    Stock Exchange
  Series A-1 Series A-1 Series A-1
  Secured
    Credit Facility
   5




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##### Table of Contents



Real
    Estate Held for Sale
           6




---



##### Table of Contents



Agreement
    and Plan of Merger
          Form S-4
  Strategic
    Initiatives
       7




---



##### Table of Contents



best-in-class
    Industry
    and Competition
    National Real
    Estate Investor
  National Real Estate Investor
  and/or
 8




---



##### Table of Contents



Environmental
    Regulation
  and/or
  and/or
  Seasonality
    Service
    Marks
    Real
    Estate Markets
   9




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##### Table of Contents



Employees
    Availability
    of this Report
  www.grubb-ellis.com Form 10-K, Form 10-Q, Form 8-K Form 10-K
  Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   10




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  PART II
    Item 5.
    Market
    for Registrants Common Equity and Related Stockholder
    Matters  Market
    and Price Information
    2007


2006High


Low


High


LowFirst Quarter

$
10.21


$
7.91


$
7.30


$
5.80Second Quarter

$
12.61


$
8.76


$
12.05


$
5.55Third Quarter

$
11.90


$
10.23


$
14.20


$
9.04Fourth Quarter

$
13.25


$
10.69


$
14.50


$
9.00       Sales of
    Unregistered Securities
  1 3
 11




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##### Table of Contents



Equity
    Compensation Plan Information
    Number of securitiesremaining available forfuture issuance underNumber of securities to be


Weighted average


equity compensationissued upon exercise of


exercise price of


plans (excludingoutstanding options,


outstanding options,


securities reflected inwarrants and rights


warrants and rights


column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved
    by security holders


762,486


$
5.63



3,532,724Equity compensation plans not
    approved by security holders


777,141


$
9.26



Total


1,539,627


$
7.46



3,532,724   Equity
    Compensation Plans Not Approved by Stockholders
    Grubb &
    Ellis Stock Performance
  The following 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 the Company specifically requests that such
    information be treated as soliciting material or specifically
    incorporates it by reference into any filing under the
    1933 Act or the Exchange Act.
 12




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5-year 6/30/2002 6/30/2007.
  COMPARISION
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
 Among Grubb & Ellis Company, The S&P 500 Index
 And A Peer Group
  
  6/02


6/03


6/04


6/05


6/06


6/07Grubb & Ellis
    Company



100.00




47.19




79.92




281.12




371.49




465.86S&P 500



100.00




100.25




119.41




126.96




137.92




166.32Peer Group



100.00




62.61




107.34




220.42




393.87




553.95     Copyright©
    2007, Standard & Poors, a division of the Mc
    Graw-Hill Companies, Inc. All right reserved.
    www.researchdatagroup.com/S&P.htm.
  The stock price performance included in this graph is not
    necessarily indicative of future stock price performance.
  PEER
    GROUP 1
    CB Richard Ellis Group Inc
    Grubb & Ellis Company
    Jones Lang LaSalle Inc
 13




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##### Table of Contents



Item 6.
    Selected
    Financial Data    For the Years Ended June 30,2007


2006


2005


2004


2003(in thousands, except share data)Total services revenue

$
513,286


$
490,127


$
463,535


$
440,554


$
425,946Net income (loss) to common
    stockholders


(102,233
)


4,911



12,378



12,576



(17,902
)Benefit (provision) for income taxes


(3,253
)


(2,487
)


152



2,821



(2,432
)(Increase) decrease in deferred tax
    asset valuation allowance


(674
)


1,688



5,208



7,853



(7,707
)Net income (loss)


3,034



4,911



13,267



14,194



(16,772
)Net income (loss) per common share Basic


(4.00
)


0.41



0.82



0.83



(1.19
) Diluted


(4.00
)


0.40



0.81



0.83



(1.19
)Weighted average common shares Basic


25,554,609



11,965,899



15,111,898



15,097,371



15,101,625 Diluted


25,554,609



12,314,242



15,221,982



15,101,183



15,101,625   As of June 30,2007


2006


2005


2004


2003(in thousands, except share data)Consolidated Balance Sheet
    Data:Total assets excluding real estate
    held for sale

$
97,583


$
94,223


$
84,620


$
73,715


$
75,102Real estate held for sale


171,266















Liabilities related to real estate
    held for sale


169,930















Working capital


2,736



9,993



18,094



8,622



(2,723
)Long-term debt






40,000



25,000



25,000



Long-term debtaffiliate


















31,300Other long-term liabilities


10,921



9,826



6,628



7,551



10,323Stockholders equity


48,001



11,526



24,497



14,623



255Book value per common share


1.85



1.22



1.62



0.97



0.02Common shares outstanding


25,914,120



9,579,025



15,114,871



15,097,371



15,097,371   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Note Regarding
    Forward-Looking Statements
   14




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Decline in the Volume of Real Estate
    Transactions and Prices of Real
    Estate.
  General Economic Slowdown or Recession
    in the Real Estate Markets.
  The Companys Ability to Attract
    and Retain Qualified Personnel.
  Liquidation and Dissolution of Realty
    Advisors, an Affiliate of the Company.
  
    It could damage the Companys reputation, because of its
    close association with Realty Advisors. The damage to the
    Companys reputation and the resulting impact on its stock
    price is difficult to quantify.
    The Company would lose its entire investment in Realty Advisors.
    The Company would lose the opportunity to earn revenue and fees
    in accordance with the terms and conditions of its agreements
    with Realty Advisors.  Increased Costs Associated with the
    Companys Strategic Initiatives.
 15




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##### Table of Contents



Limitations Imposed by Senior Secured
    Credit Facility.
  Risks Associated with
    Acquisitions.
  Failure to complete the proposed merger
    with NNN Realty Advisors could negatively impact the stock
    prices and the future business and financial results of the
    Company.
  
    the obligation, under certain circumstances under the merger
    agreement, to pay a termination fee of $25.0 million if NNN
    Realty Advisors terminates the agreement as a result of certain
    breaches of the merger agreement by the Company;
    the incurrence of unreimbursable costs relating to the merger;
    the attention of the Companys management will have been
    diverted to the merger instead of on the Companys own
    operations and pursuit of other opportunities that could have
    been beneficial to the Company; and
    customer perception may be negatively impacted which could
    affect the ability of the Company to compete for, or to win, new
    and renewal business in the marketplace.    Whether or not the proposed merger with
    NNN Realty Advisors is completed, the announcement and pendency
    of the merger could impact or cause disruptions in the
    Companys business, which could have a material adverse
    effect on its results of operations and financial
    condition.
  
    current and prospective clients of the Company may experience
    uncertainty associated with the merger, including with respect
    to current or future business relationships with the Company,
    and may attempt to negotiate changes in, or terminate, existing
    business relationships or consider entering into business
    relationships with parties other than the Company, either before
    or after completion of the merger;
    the Companys employees may experience uncertainty about
    their future roles, which might adversely affect the
    Companys ability to retain and hire key managers and other
    employees; 16




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##### Table of Contents




    if the merger is completed, the accelerated vesting of stock
    options and availability of certain other change in
    control benefits to the Companys officers and
    employees on completion of the merger could result in increased
    difficulty or cost in retaining the Companys officers and
    employees; and
    the attention of the Companys management may be directed
    toward the completion of the merger and transaction-related
    considerations and may be diverted from the day-to-day business
    operations.    Social, Political and Economic Risks of
    Doing Business in Foreign Countries.
  Industry
    Competition.
  Seasonal
    Revenue.
  Liabilities Arising from Environmental
    Laws and Regulations.
  Other Factors.
  CRITICAL
    ACCOUNTING POLICIES AND ESTIMATES
    Revenue
    Recognition
     17




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Impairment
    of Goodwill
    Deferred
    Taxes
  and/or
  Insurance
    and Claim Reserves
      RESULTS
    OF OPERATIONS
  Overview
    Fiscal
    Year 2007 Compared to Fiscal Year 2006
  Revenue
   18




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##### Table of Contents



Costs of
    Services
        General
    and Administrative Costs
       19




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##### Table of Contents



Other
    Income and Expenses
        Income
    Taxes
    Net
    Income (Loss)
    Stockholders
    Equity
    Fiscal
    Year 2006 Compared to Fiscal Year 2005
  Revenue
   20




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##### Table of Contents



Costs of
    Services
      General
    and Administrative Costs
      Other
    Income and Expense
      Income
    Taxes
    Net
    Income
   21




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##### Table of Contents



Stockholders
    Equity
    LIQUIDITY
    AND CAPITAL RESOURCES
  Series A-1
       22




---



##### Table of Contents



and/or
  Rule 10b5-1 sixty-day
  Form S-1
  Series A-1 Series A-1 Series A-1
 23




---



##### Table of Contents



30-day 30-day 30-day
           24




---



##### Table of Contents



Year EndingJune 30

Amount2008

$
16,2052009


35,1532010


11,4642011


8,9582012


7,554Thereafter


18,895$
98,229   Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate RiskDerivatives
  and/or
 25




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30-day
   26




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data   REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                   27




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##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
  The Board
    of Directors and Shareholders of Grubb & Ellis
    Company
                  28




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED
    BALANCE SHEETS
  JUNE 30, 2007 AND 2006
 (In thousands, except share data)
  2007


2006ASSETSCurrent assets:Cash and cash equivalents,
    including restricted deposits of $800 and $1,103 at
    June 30, 2007 and 2006, respectively

$
10,088


$
16,613Services fees receivable, net


15,241



12,528Other receivables


4,206



5,185Professional service contracts, net


7,038



3,914Prepaid and other current assets


2,919



3,442Real estate held for sale


171,266



Deferred tax assets, net


1,905



1,182Total current assets


212,663



42,864Noncurrent assets:Equipment, software and leasehold
    improvements, net


11,282



9,908Goodwill, net


24,763



24,763Professional service contracts, net


12,348



6,028Investment in affiliate


5,637



2,945Other assets


2,156



7,715Total assets

$
268,849


$
94,223LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
6,572


$
4,112Commissions payable


9,476



6,699Accrued compensation and employee
    benefits


13,356



11,931Liabilities related to real estate
    held for sale


169,930



Other accrued expenses


10,593



10,129Total current liabilities


209,927



32,871Long-term liabilities:Credit facility debt






40,000Accrued claims and settlements


4,681



4,396Other liabilities


6,240



5,430Total liabilities


220,848



82,697Stockholders equity:Preferred stock,
    $1,000 stated value: 1,000,000 shares authorized;
    11,725 shares issued and outstanding at June 30, 2006






11,725Common stock, $.01 par value:
    50,000,000 shares authorized; 25,914,120 and
    9,579,025 shares issued and outstanding at June 30,
    2007 and 2006, respectively


259



96Additional paid-in capital


95,161



47,740Accumulated other comprehensive
    income


32



2,450Retained deficit


(47,451
)


(50,485
)Total stockholders equity


48,001



11,526Total liabilities and
    stockholders equity

$
268,849


$
94,223    29




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED
    STATEMENTS OF OPERATONS
  FOR THE YEARS ENDED JUNE 30, 2007, 2006 AND 2005
 (In thousands, except share data)
  2007


2006


2005Services revenue:Transaction fees

$
309,151


$
295,711


$
267,810Management fees, including
    reimbursed salaries, wages and benefits


204,135



194,416



195,725Total services revenue


513,286



490,127



463,535Costs of services:Transaction commissions


193,119



185,587



165,615Reimbursable salaries, wages and
    benefits


148,788



143,537



142,771Salaries, wages, benefits and
    other direct costs


40,171



37,364



36,672Total costs of services


382,078



366,488



345,058General and administrative costs:Salaries, wages and benefits


64,688



58,463



53,562Selling, general and administrative


52,864



48,700



44,806Depreciation and amortization


8,844



7,748



5,742Merger and other board related
    costs


2,337







Total costs


510,811



481,399



449,168Total operating income


2,475



8,728



14,367Other income and expenses:Gain on sale of marketable equity
    securities available for sale


3,765







Interest income


952



1,007



406Interest expense


(999
)


(2,530
)


(1,658
)Income before income taxes


6,193



7,205



13,115(Provision) benefit for income
    taxes


(3,253
)


(2,487
)


152Income before income from
    investment in affiliate


2,940



4,718



13,267Income from investment in affiliate


529



193



Income from continuing operations


3,469



4,911



13,267Loss from operations of real
    estate held for sale, net of taxes


(435
)






Net income


3,034



4,911



13,267Preferred stock redemption


(105,267
)






Preferred stock dividends accrued










(889
)Net income (loss) to common
    stockholders

$
(102,233
)

$
4,911


$
12,378Earnings per sharebasic:Income (loss) from continuing
    operations to common stockholders per share

$
(3.98
)

$
0.41


$
0.82Net income (loss) to common
    stockholders per share

$
(4.00
)

$
0.41


$
0.82Weighted average common shares
    outstanding


25,554,609



11,965,899



15,111,898Earnings per sharediluted:Income (loss) from continuing
    operations to common stockholders per share

$
(3.98
)

$
0.40


$
0.81Net income (loss) to common
    stockholders per share

$
(4.00
)

$
0.40


$
0.81Weighted average common shares
    outstanding and dilutive potential common shares


25,554,609



12,314,242



15,221,982    30




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  FOR THE YEARS ENDED JUNE 30, 2007 2006 AND 2005
 (In thousands, except share data)
  AccumulatedCommon Stock


Additional


Other


Retained


Total


TotalPreferred


Outstanding





Paid-In-


Comprehensive


Earnings


Comprehensive


StockholdersStock


Shares


Amount


Capital


Income (Loss)


(Deficit)


Income (Loss)


EquityBalance as of July 1, 2004

$
11,725



15,097,371


$
151


$
71,410






$
(68,663
)





$
14,623Net exercise of employee stock
    options






17,500







50















50Stock-based compensation expense










2



165















167Payment of dividends on
    Series A Preferred Stock














(3,637
)














(3,637
)Net income






















13,267


$
13,267



13,267Change in value of cash flow hedge,
    net of tax

















$
27







27



27Total comprehensive income

























$
13,294Balance as of June 30, 2005


11,725



15,114,871



153



67,988



27



(55,396
)






24,497Issuance of stock related to equity
    compensation awards






326,056



2



838















840Stock-based compensation expense














1,390















1,390Repurchase of common stock






(5,861,902
)


(59
)


(23,389
)














(23,448
)Cash retained as result of excess
    tax benefits














913















913Net income






















4,911


$
4,911



4,911Change in value of cash flow hedge,
    net of tax


















(108
)






(108
)


(108
)Change in value of marketable
    equity securities, net of tax


















2,531







2,531



2,531Total comprehensive income

























$
7,334Balance as of June 30, 2006


11,725



9,579,025



96



47,740



2,450



(50,485
)






11,526Preferred stock exchange:Issuance of common stock at fair
    value of $9.50 per share






11,173,925



112



106,040















106,152Retirement of preferred stock


(11,725
)










783















(10,942
)Preferred stock redemption














(105,267
)














(105,267
)Issuance of common stock, net of
    offering expenses






5,000,000



50



43,359















43,409Issuance of stock related to equity
    compensation awards






161,170



1



272















273Stock-based compensation expense














2,076















2,076Cash retained as result of excess
    tax benefits














158















158Net income






















3,034


$
3,034



3,034Change in value of cash flow hedge,
    net of tax


















81







81



81Change in value of marketable
    equity securities, net of tax


















(2,499
)






(2,499
)


(2,499
)Total comprehensive Income

























$
616Balance as of June 30, 2007

$




25,914,120


$
259


$
95,161


$
32


$
(47,451
)





$
48,001    31




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  FOR THE YEARS ENDED JUNE 30, 2007, 2006 AND 2005
 (in thousands, except share data)
  2007


2006


2005Cash Flows from Operating
    Activities:Net income

$
3,034


$
4,911


$
13,267Adjustments to reconcile net income
    to net cash provided by operating activities:Depreciation and amortization
    expense


8,844



7,748



5,742Stock-based compensation expense


2,076



1,390



167Gain on sale on marketable equity
    securities available for sale


(3,765
)






Decrease in deferred tax assets, net


201



2,388



4,708Increase (decrease) in deferred tax
    asset valuation allowance


674



(1,688
)


(5,208
)Income from investment in affiliate


(529
)


(193
)


(Decrease) increase in receivables
    valuation allowances


50



(245
)


(148
)Funding of multi-year service
    contracts


(14,621
)


(4,551
)


(3,274
)Payment of office closure costs


(264
)


(505
)


(1,273
)(Increase) decrease in services
    fees and other receivables


(1,829
)


(5,563
)


2,172(Increase) decrease in prepaid
    income taxes


938



(1,084
)


54(Increase) decrease in prepaid and
    other assets


1,154



(3,965
)


(781
)Increase (decrease) in accounts and
    commissions payable


5,078



413



(185
)Increase in accrued compensation
    and employee benefits


1,425



498



2,370Increase (decrease) in accrued
    claims and settlements


285



(576
)


(550
)Increase in other liabilities


1,797



7,734



893Net cash provided by operating
    activities


4,548



6,712



17,954Cash Flows from Investing
    Activities:Purchases of real estate held for
    sale


(119,762
)






Purchases of equipment, software
    and leasehold improvements


(5,382
)


(6,369
)


(2,618
)Purchase of marketable equity
    securitiesaffiliate


(2,112
)






Contribution to investment in
    affiliate






(2,752
)


Proceeds from sale of marketable
    equity securities


3,915







Other investing activities


180



411



380Net cash used in investing
    activities


(123,161
)


(8,710
)


(2,238
)Cash Flows from Financing
    Activities:Proceeds from public offering, net
    of underwriting discounts


44,413







Payment of offering expenses


(1,004
)






Payment on redemption of preferred
    stock


(10,057
)






Borrowings on credit facility debt


45,500



15,000



Repayment of borrowings on credit
    facility debt


(44,000
)






Borrowings on mortgage loan payable
    related to real estate held for sale


76,926Repurchase of common stock






(23,448
)


Payment of dividends on
    Series A Preferred Stock










(3,637
)Other financing activities


310



644



(635
)Net cash provided by (used in)
    financing activities


112,088



(7,804
)


(4,272
)Net (decrease) increase in cash and
    cash equivalents


(6,525
)


(9,802
)


11,444Cash and cash equivalents at
    beginning of the year


16,613



26,415



14,971Cash and cash equivalents at end of
    the year, including restricted deposits of $800 and $1,103 in
    June 30, 2007 and 2006

$
10,088


$
16,613


$
26,415    32




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Summary
    of Significant Accounting Policies  (a)
    The
    Company    (b)
    Principles
    of Consolidation        (c)
    Basis of
    Presentation    (d)
    Revenue
    Recognition    on-site
  (e)
    Costs and
    Expenses   33




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting Policies(Continued)    (f)
    Accounting
    for Stock-Based Compensation        (g)
    Income
    Taxes    (h)
    Cash and
    Cash Equivalents     34




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting Policies(Continued)  (i)
    Professional
    Service Contracts    (j)
    Equipment,
    Software and Leasehold Improvements    (k)
    Goodwill    Business
    Combinations Goodwill and Other
    Intangible Assets
    (l)
    Accrued
    Claims and Settlements    (m)
    Financial
    Instruments   35




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting Policies(Continued)  and/or
    (n)
    Fair
    Value of Derivative Instruments and Hedged Items    (o)
    Costs
    Associated with Exit or Disposal Activities        (p)
    New
    Accounting Standard   36




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   1.
    Summary
    of Significant Accounting Policies(Continued)    (q)
    Reclassifications    2.
    Services
    Fees Receivable, net    2007


2006Transaction services fees
    receivable

$
7,114


$
6,022Management services fees receivable


8,634



6,917Allowance for uncollectible
    accounts


(371
)


(321
)Total


15,377



12,618Less portion classified as current


15,241



12,528Non-current portion (included in
    other assets)

$
136


$
90     2007


2006


2005Balance at beginning of year

$
321


$
566


$
714Provision for bad debt


50







Decrease in allowance






(245
)


(148
)Balance at end of year

$
371


$
321


$
566    3.
    Equipment,
    Software and Leasehold Improvements, net    2007


2006Furniture, equipment and software
    systems

$
47,711


$
44,296Leasehold improvements


6,034



5,738Total


53,745



50,034Less accumulated depreciation and
    amortization


42,463



40,126Equipment, software and leasehold
    improvements, net

$
11,282


$
9,908    37




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Earnings
    Per Common Share      For the Fiscal Year Ended June 30,2007


2006


2005Income from continuing operations

$
3,469


$
4,911


$
13,267Preferred stock redemption


(105,267
)






Preferred stock dividends accrued










(889
)Income (loss) from continuing
    operations to common stockholders

$
(101,798
)

$
4,911


$
12,378Basic earnings per common share:Weighted average common shares
    outstanding


25,555



11,966



15,112Income (loss) from continuing
    operations to common stockholders per common share
    outstandingbasic

$
(3.98
)

$
0.41


$
0.82Diluted earnings per common share:Weighted average common shares
    outstanding


25,555



11,966



15,112Effect of dilutive securities:Stock options, warrants and
    restricted stock grants






348



110Weighted average dilutive common
    shares outstanding


25,555



12,314



15,222Income from continuing operations
    to common stockholders per common share outstandingdiluted

$
(3.98
)

$
0.40


$
0.81     5.
    Investment
    in Marketable Securities   38




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Investment
    in Marketable Securities(Continued)    6.
    Credit
    Facility Debt  Fiscal
    year ended June 30, 2005
          Fiscal
    year ended June 30, 2006
   39




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Credit
    Facility Debt(Continued)          Fiscal
    year ended June 30, 2007
     40




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   6.
    Credit
    Facility Debt(Continued)      For the TrailingFour Quarters Ended

Amounts Not to Exceed(in 000s)June 30 2007


20,000September 30, 2007


20,000December 31, 2007


20,000March 31, 2008


15,000Thereafter


10,000       Year EndingJune 30

Amount2008

$
2009


20,000$
20,000   7.
    Investment
    in Affiliate  Rule 10b5-1
 41




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   7.
    Investment
    in Affiliate(Continued)  sixty-day
      60-day
    8.
    Real
    Estate Held for Sale   42




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Real
    Estate Held for Sale(Continued)    30-day 30-day 30-day
             43




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Real
    Estate Held for Sale(Continued)        Real estate, net

$
124,067Cash and tenant receivables


697Restricted cash


43,574Prepaid expenses and other assets


777Deferred financing fees


1,874Deferred tax assets


277Total real estate held for sale

$
171,266     Credit facility debt

$
41,500Mortgage loan payable


120,500Accrued real estate taxes


1,155Accounts payable and other
    liabilities


6,541Tenant security deposits


234Total real estate held for sale

$
169,930  44




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Real
    Estate Held for Sale(Continued)    For the Fiscal YearEnded June 30, 2007Rental revenue

$
2,193Tenant reimbursements


331Total revenue


2,524Property operations


982Real estate taxes


539General and administrative


23Depreciation and amortization


37Total expenses


1,581Operating income


943Other expenseInterest expense


(1,655
)Loss from operations before income
    taxes


(712
)Income tax benefit


277Loss from operations of real
    estate held for sale

$
(435
)    9.
    Repurchase
    of Common Stock    10.
    Secondary
    Offering  Form S-1
  11.
    Preferred
    Stock   45




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   11.
    Preferred
    Stock(Continued)    Series A-1 Series A-1 Series A-1 Series A-1 Series A-1 Series A-1 Series A-1 Series A-1
  Series A-1 Series A-1 Series A-1 Series A-1 Series A-1 Series A-1
  Series A-1 Series A-1 Series A-1
 46




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Income
    Taxes    2007


2006


2005CurrentFederal

$
1,913


$
3,437


$
4,475State and local


(155
)


361



1,0761,758



3,798



5,551Deferred


1,495



(1,311
)


(5,703
)Net provision (benefit)

$
3,253


$
2,487


$
(152
)         2007


2006


2005Federal statutory rate


34.0
%


34.0
%


34.0
%State and local income taxes (net
    of federal tax benefits)


(1.7
)


1.5



7.9Meals and entertainment


8.6



7.0



2.9Executive compensation


5.7



5.8



0.6Change in valuation allowance


10.9



(22.8
)


(39.7
)Other


(5.0
)


8.1



(6.9
)Effective income tax rate


52.5
%


33.6
%


(1.2
)%    47




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Income
    Taxes(Continued)    2007


2006Deferred tax assets:Federal NOL and credit
    carryforwards

$
1,371


$
1,275State NOL carryforwards


3,640



2,875Insurance reserves


2,361



2,262Compensation and benefits


1,128



1,040Rent concessions


1,747



1,417Commission and fee reserves


342



327Other


694



1,313Deferred tax assets


11,283



10,509Less valuation allowance


(3,377
)


(2,703
)7,906



7,806Deferred tax liabilities:Goodwill amortization


(4,367
)


(3,639
)Employee advances


(1,266
)


(1,016
)Other


(368
)


(1,969
)Deferred tax liabilities


(6,001
)


(6,624
)Net deferred tax assets

$
1,905


$
1,182    13.
    Stock
    Compensation Awards and 401(k) Plans  Restricted
    Stock Grants
   48




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    Stock
    Compensation Awards and 401(k) Plans(Continued)  Stock
    Option Plans
    2007


2006


2005Shares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceStock options outstanding at the
    beginning of the year


1,228,045


$
2.00 to $14.20



1,445,152


$
0.92 to $16.44



1,329,023


$
0.92 to $16.44Granted


25,000


$
11.75



138,250


$
5.89 to $14.20



510,000


$
2.99 to $4.70Lapsed or canceled


(34,510
)

$
5.81 to $11.31



(82,493
)

$
5.81 to $16.44



(376,371
)

$
3.75 to $13.50Exercised


(97,316
)

$
5.44 to$11.31



(272,864
)

$
0.92 to $11.31



(17,500
)

$
2.85Stock options outstanding at the
    end of the year


1,121,219


$
2.00 to $14.20



1,228,045


$
2.00 to $14.20



1,445,152


$
0.92 to $16.44Exercisable at end of the year


874,552







785,544







866,068     Weighted


WeightedAverage


AverageWeighted


Exercise


ExerciseExercise




Average Years


Price-Outstanding


Price-ExercisablePrice

Shares


Remaining Life


Shares


Shares$  2.00 to $4.70


571,000



7.31



4.47



4.39$  5.81 to $8.94


207,119



3.24



7.01



7.07$11.13 to $14.20


343,100



2.12



11.55



11.371,121,219     2007


2006Exercise price:Granted

$
11.75


$
8.75Lapsed or canceled


6.71



11.43Exercised


6.14



3.08Outstanding at June 30


7.11



6.92Remaining life


4.97
years


5.74
years      49




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    Stock
    Compensation Awards and 401(k) Plans(Continued)               50




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    Stock
    Compensation Awards and 401(k) Plans(Continued)    Pro Forma2007


2006


2005Risk free interest rates


4.68
%


4.58
%


3.99
%Dividend yields


0
%


0
%


0
%Volatility factors of the expected
    market price of the common stock


.812



.828



.834Weighted-average expected lives


5.00 years



5.00 years



5.00 years        51




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    Stock
    Compensation Awards and 401(k) Plans(Continued)    Pro formafor the FiscalYear EndedJune 30,2005Net income to common stockholders,
    as reported

$
12,378Add: Total stock-based employee
    compensation expense determined under the intrinsic value method
    for all awards, net of related tax effects


Deduct: Total stock-based employee
    compensation expense determined under the fair value based
    method for all awards, net of related tax effects


(164
)Pro forma net income to common
    stockholders

$
12,214Net earnings per weighted average
    common share outstanding:Basicas reported

$
0.82Basicpro forma

$
0.81Dilutedas reported

$
0.81Dilutedpro forma

$
0.80   Employee
    Stock Purchase Plan
    Stock
    Repurchase Plan
    14.
    Related
    Party Transactions  and/or
 52




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   14.
    Related
    Party Transactions(Continued)    2007


2006


2005Transaction feesKojaian Companies

$
373


$
550


$
485Archon






1,433



1,185373



1,983



1,670Management feesKojaian Companies


9,208



8,818



9,232Archon






923



1,8429,208



9,741



11,074Less: asset management feesKojaian Companies


2,958



2,874



2,957Archon






9



872,958



6,858



8,030Total revenue

$
6,623


$
8,841


$
9,700       15.
    Commitments
    and Contingencies  Non-cancelable
    Operating Leases
     53




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   15.
    Commitments
    and Contingencies(Continued)    Year Ending June 30,

Lease Obligations2008

$
16,2052009


15,1532010


11,4642011


8,9582012


7,554Thereafter


18,895$
78,229     Environmental
  Form 10-Q
  General
    16.
    Concentration
    of Credit Risk   54




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   16.
    Concentration
    of Credit Risk(Continued)        17.
    Segment
    Information              55




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   17.
    Segment
    Information(Continued)  Transaction


Management


CompanyServices


Services


Totals(Amounts in thousands)Fiscal year ended June 30,
    2007Total Revenues

$
309,151


$
204,135


$
513,286EBITDA


12,790



866



13,656Total Assets


73,659



16,039



89,698Goodwill, net


18,376



6,387



24,763Fiscal year ended June 30,
    2006Total Revenues

$
295,711


$
194,416


$
490,127EBITDA


16,787



(311
)


16,476Total Assets


74,591



14,224



88,815Goodwill, net


18,376



6,387



24,763Fiscal year ended June 30,
    2005Total Revenues

$
267,810


$
195,725


$
463,535EBITDA


19,546



563



20,109   Reconciliation
    of Segment EBITDA to Statements of Operations (in
    thousands):
  Fiscal Year Ended June 30,2007


2006


2005Total Segment EBITDA

$
13,656


$
16,476


$
20,109Less:Depreciation &
    amortization


(8,844
)


(7,748
)


(5,742
)Net interest expense


(47
)


(1,523
)


(1,252
)Gain on sale of marketable
    securities


3,765







Merger related costs


(2,337
)Income before income taxes

$
6,193


$
7,205


$
13,115   Reconciliation
    of Segment Assets to Balance Sheet (in thousands):
  As of June 30,2007


2006Total segment assets

$
89,698


$
88,815Current tax assets


343



1,281Deferred tax assets


1,905



1,182Equity method investment


5,637



2,945Real estate held for sale


171,266



Total assets

$
268,849


$
94,223    18.
    Material
    Contract   56




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   18.
    Material
    Contract(Continued)        Form S-4
 57




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  19.
    Selected
    Quarterly Financial Data (unaudited)  Fiscal Year Ended June 30, 2007(in thousands, except per share amounts)First Quarter


Second Quarter


Third Quarter


Fourth QuarterOperating revenue

$
117,261


$
145,827


$
114,948


$
135,250Operating income (loss)

$
(1,163
)

$
6,028


$
(5,028
)

$
2,638Net income (loss) to common
    stockholders

$
(106,238
)

$
6,059


$
(3,085
)

$
1,031Income (loss) per common share:Basic

$
(4.30
)

$
0.24


$
(0.12
)

$
0.04Weighted average common shares
    outstanding


24,699



25,780



25,839



25,910Diluted

$
(4.30
)

$
0.23


$
(0.12
)

$
0.04Weighted average common shares
    outstanding


24,699



26,087



25,839



26,217EBITDA

$
777


$
8,076


$
(2,605
)

$
7,408Common stock market price range
    (high: low)

$
10.21 : $7.91


$
12.61 : $8.76


$
11.90 : $10.23


$
13.25 : $10.69   Fiscal Year Ended June 30, 2006(in thousands, except per share amounts)First Quarter


Second Quarter


Third Quarter


Fourth QuarterOperating revenue

$
120,737


$
140,577


$
109,237


$
119,576Operating income (loss)

$
2,523


$
6,878


$
(3,555
)

$
2,882Net income (loss) to common
    stockholders

$
2,175


$
4,991


$
(2,748
)

$
493Income (loss) per common share:Basic

$
0.14


$
0.37


$
(0.29
)

$
0.05Weighted average common shares
    outstanding


15,116



13,611



9,490



9,579Diluted

$
0.14


$
0.36


$
(0.29
)

$
0.05Weighted average common shares
    outstanding


15,387



13,897



9,490



9,961EBITDA

$
4,001


$
9,033


$
(2,098
)

$
5,540Common stock market price range
    (high: low)

$
7.30 : $5.80


$
12.05 : $5.55


$
14.20 : $9.04


$
14.50 : $9.00   58




---



##### 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(c) 15d-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f).
      Changes
    in Internal Controls Over Financial Reporting
   59




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  PART III
    Item 10.
    Directors,
    Executive Officers and Corporate Governance.  Information
    About the Directors
      Anthony G. Antone

37, has served as a director of
    the Company since July 2002. Mr. Antone, an attorney, has been
    associated with Kojaian Management Corporation, a real estate
    investment firm headquartered in Bloomfield Hills, Michigan,
    since October 1998, serving as Vice PresidentDevelopment
    since September 2001, and as DirectorDevelopment from
    October 1998 to September 2001. Prior to that time he served in
    the office of Spencer Abraham, United States Senator, as Deputy
    Chief of Staff. He is also a director of Bank of Michigan.C. Michael Kojaian

45, has served as Chairman of the
    Board of Directors of the Company since June 2002 and as a
    director of the Company since December 1996. 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 has also been a director of Arbor Realty Trust, Inc. since
    June 2003 and a director of Grubb & Ellis Realty Advisors,
    Inc., an affiliate of the Company, since its inception in
    September 2005.Robert J. McLaughlin

74, has served as a director of
    the Company since July 2004. Mr. McLaughlin previously served as
    a director of the Company from September 1994 to March 2001. He
    founded The Sutter Group in 1982, a management consulting
    company that focuses on enhancing shareholder value, and
    currently serves as its President. Previously, Mr. McLaughlin
    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 of
    Imperial Sugar Company from August 2001 to February 2003, and as
    Chairman and Chief Executive Officer from October 2001 to April
    2002. He is also a director of Imperial Sugar Company.F. Joseph Moravec

56, has served as a director of
    the Company since July 2006. Mr. Moravec is currently a
    self-employed consultant to real property owners, operating
    companies and non-profit organizations in the formulation and
    execution of asset transaction management and organizational
    solutions. From 2001 to 2005, Mr. Moravec served as Commissioner
    of the Public Buildings Service of the General Services
    Administration, where he was responsible for asset management
    and design, construction, leasing, operations and disposal of
    the GSAs real estate portfolio. From 1998 to 2001, he
    served as Senior Advisor for Business Development at George
    Washington University. Prior to 1998, Mr. Moravec served in
    various executive positions in the commercial real estate
    industry, including serving as the President of the
    Companys Eastern Division and a member of the
    Companys five-person Executive Committee from 1989 to
    1991. He presently serves as a member of the Real Estate
    Investment Advisory Committee of ASB Capital Management. 60




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##### Table of Contents



Mark E. Rose

43, has served both as the
    Companys Chief Executive Officer and as a director of the
    Company since March 2005. Mr. Rose has also served as the Chief
    Executive Officer, Secretary and as a member of the board of
    directors of Grubb & Ellis Realty Advisors, Inc., an
    affiliate of the Company, since its inception in September 2005.
    From 1993 to 2005, Mr. Rose served in various positions with
    Jones Lang LaSalle, including serving as Chief Innovation
    Officer from 2000 to 2002, as Chief Financial Officer of the
    Americas from 2002 to 2003, and as Chief Operating Officer and
    Chief Financial Officer of the Americas from 2003 through his
    departure in 2005. Prior to joining Jones Lang LaSalle, Mr. Rose
    was the Chairman and Chief Executive Officer of the U.S. Real
    Estate Investment Trust of the British Coal Corporation Pension
    Funds, where he oversaw the management and subsequent disposal
    of a $1 billion portfolio of real estate assets. Mr. Rose serves
    on the board of directors of the Chicago Shakespeare Theater,
    Chicago Botanic Garden, and the Chicago Central Area Committee.Rodger D. Young

61, has served as a director of
    the Company 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 as
    one of the top commercial litigators in the United States.   Communications
    with the Directors
  c/o Corporate c/o Corporate
  Information
    About Executive Officers
    Maureen A. Ehrenberg

48, has served as Executive Vice
    President of the Company since November 2000, and as Senior Vice
    President of the Company from May 1998 to November 2000. She was
    named President of Global Client Services in February 2004. She
    has also served as President of Grubb & Ellis Management
    Services, Inc., a wholly owned subsidiary of the Company, from
    February 1998 and as the head of the Companys
    Institutional Services Group since April 2003. From May 2000 to
    May 2001, she served as a member of the Office of the President
    of the Company. She also serves as a director and/or officer of
    certain subsidiaries of the Company. Ms. Ehrenberg also acted as
    a Co-Chief Executive Officer of the Company from April 2003
    until Mr. Rose joined the Company in March 2005. 61




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##### Table of Contents



Frances Lewis

53, has served as Senior Vice
    President, Marketing & Communications since September 2004.
    Ms. Lewis was designated an executive officer of the Company in
    September 2006. From 2001 to 2004, Ms. Lewis was principal of
    Lewis Consulting where she counseled a wide range of companies
    on marketing and communications issues. From 1997 to 2001, she
    was Senior Vice President, Corporate Communications for Equity
    Office Properties Trust, a public real estate investment trust,
    where she was responsible for strategy development and execution
    of all external and internal communications, branding and
    marketing initiatives. Before joining Equity Office, Lewis spent
    15 years with Sam Zells Equity Group Investments, Inc.Robert H. Osbrink

60, has served as Executive Vice
    President of the Company since December 2001 and was named
    President of Transaction Services in February 2004. During the
    five years prior to December 2001, Mr. Osbrink served in a
    progression of regional managerial positions in the Los Angeles
    and Southwestern United States areas for the Company. Mr.
    Osbrink also acted as a Co-Chief Executive Officer of the
    Company from April 2003 until Mr. Rose joined the Company
    in March 2005.Richard W. Pehlke

53, has served as the Executive
    Vice President and Chief Financial Officer of Grubb & Ellis
    since February 15, 2007. Prior to joining Grubb & Ellis,
    Mr. Pehlke served as Executive Vice President and Chief
    Financial Officer and a member of the Board of Directors of
    Hudson Highland Group, a publicly held global professional
    staffing and recruiting business, from 2003 to 2005. From 2001
    to 2003, Mr. Pehlke operated his own consulting business
    specializing in financial strategy and leadership development.
    In 2000, he was Executive Vice President and Chief Financial
    Officer of ONE, Inc. a privately held software implementation
    business. Prior to 2000, Mr. Pehlke held senior financial
    positions in the telecommunications, financial services and food
    and consumer products industries. He received his B.S. in
    Business AdministrationAccounting from Valparaiso
    University and an MBA in Finance from DePaul University.Robert Z. Slaughter

53, has served as Executive Vice
    President, General Counsel and Corporate Secretary of the
    Company since April 2006. From 2001 to 2006, Mr. Slaughter was a
    partner in the law firm of Jenner & Block, LLP, based in
    Chicago, Illinois, where his primary practice focused on
    corporate, securities, governance and commercial matters. Prior
    to joining Jenner & Block, Mr. Slaughter served as Vice
    President and General Counsel of Moore Corporation Limited
    (which was subsequently combined with R.R. Donnelley and Sons
    Company) from 1998 to 2001 and Associate General Counsel from
    1997 to 1998. Prior to joining Moore, he served as a business
    unit Vice President and General Counsel at Ameritech Corporation
    from 1994 to 1997.  62




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Section 16(a)
    Beneficial Ownership Reporting Compliance
    Code of
    Ethics
    Corporate
    Governance Guidelines
    Audit
    Committee
   63




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##### Table of Contents



Corporate
    Governance and Nominating Committee
    Certifications
    Item 11.
    Executive
    Compensation.  Compensation
    Discussion and Analysis
  Form 10-K.
  Compensation
    Committee Overview
           64




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##### Table of Contents



Use of
    Consultants
          Role of
    Executives in Establishing Compensation
         65




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##### Table of Contents



Compensation
    Committee Activity
    
    Recommended that the Board approve an amendment to
    Mr. Osbrinks Employment Agreement (which is described
    below in the section entitled Employment Contracts and
    Compensation ArrangementsRobert H. Osbrink);
    Recommended that the Board approve the 2006 Omnibus Equity Plan
    subject to stockholder approval;
    Approved subject, in the case of the NEOs, to further approval
    by the full Board payments to our NEOs and other key employees
    under the 2006 Bonus Plan;
    Approved subject to further, final approval by the full Board
    payments to Mr. Rose, Mr. Osbrink and
    Ms. Ehrenberg under the LTIP for performance period
    2004-2006;
    Approved subject to further, final approval by the full Board
    the design of the 2007 Bonus Plan and performance objectives for
    the NEOs and other key employees;
    Approved subject to further, final approval by the full Board
    the target for performance period
    2007-2009
    under the LTIP;
    Provided oversight for the search for our new CFO and the
    negotiation of an Employment Agreement with Mr. Pehlke and
    recommended that the Board approve his employment agreement;
    Approved subject to further, final approval by the full Board
    the annual Company match for the 401(k) Plan for calendar year
    ending 2006 and a change in the funding of our Company match for
    the 401(k) Plan to a per payroll basis effective January 1,
    2007;
    Approved and recommended to the Board an increase to the base
    salary for Mr. Slaughter; and
    Approved and recommended to the Board amendments to the
    Restricted Share Agreements with our outside directors,
    Mr. Rose, Ms. Ehrenberg, Mr. Osbrink and another
    key employee to permit holders of restricted shares to request
    that the Company, upon vesting, withhold shares sufficient to
    cover applicable tax withholdings.  Compensation
    Philosophy, Goals and Objectives
      
    Compensate our management, key employees, independent
    contractors and consultants on a competitive basis to attract,
    motivate and retain high quality, high performance individuals
    who will achieve the Companys short-term and long term
    goals; and
    Align economic incentives with the achievement of the
    Companys strategic goals and financial targets, including
    achievement of short-term and long-term EBIT targets.     66




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##### Table of Contents



Compensation
    During Term of Employment
    Base
    Salary
        Annual
    Bonus Incentive Compensation
           67




---



##### Table of Contents



68




---



##### Table of Contents



Annual
    Bonus Incentive Compensation
  Calendar 2007


Calendar 2006% of Bonus Based Upon


% of Bonus Based UponBonus





Business





BonusTarget as





Unit/


Personal


Target as





Business


Personal% of Base


Company


Function


Goals and


% of Base


Company


Unit/


Goals andSalary


EBIT


EBIT


Objectives


Salary


EBIT


Function EBIT


ObjectivesMark E. Rose,


200
%


90
%






10
%


200
%


60
%






40
%Chief Executive OfficerRichard W. Pehlke,


50
%(1)


90
%






10
%














Chief Financial OfficerDonald D. Olinger,

$
70,000



75
%


15
%


10
%

$
50,000



60
%


15
%


25
%SVP, Chief Accounting Officer
    (interim Chief Financial Officer)Shelby E. Sherard,


















50
%


90
%






10
%Chief Financial OfficerMaureen A. Ehrenberg,


80
%


30
%


60
%


10
%


80
%


30
%


60
%


10
%Executive Vice President, and
    President Global Client ServicesRobert H. Osbrink,


150
%


30
%


60
%


10
%


100
%


30
%


60
%


10
%Executive Vice President, and
    President, Transaction ServicesRobert Z. Slaughter,


50
%


45
%


45
%


10
%


50
%


25
%


15
%


60
%Executive Vice President, and
    General Counsel   (1)
    
    Mr. Pehlke has a minimum
    guaranteed bonus of $125,000 for calendar 2007, prorated based
    on his hire date (equal to $110,577).  Long-Term
    Incentives
      2004-2006
 69




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##### Table of Contents



Stock-Based
    Compensation and Incentives
          Retirement
    Plans
    Personal
    Benefits and Perquisites
   70




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##### Table of Contents



Summary
    Compensation Table
  Change inPension ValueandNon-Equity

NonqualifiedOption

Incentive Plan

Deferred

All otherName and

Fiscal

Salary

Bonus

Stock

Awards

Compensation

Compensation

CompensationPrincipal Position

Year

($)

($)

Awards ($)

($)

($)(1)

Earnings

($)(2)

TotalMark E. Rose


2007


$
500,000


$
377,368


$
750,000






$
62,874






$
19,428
(3)

$
1,709,670Chief Executive OfficerRichard W. Pehlke


2007


$
132,596










$
161,875














$
294,471Executive Vice President, and Chief
    Financial OfficerDonald D. Olinger


2007


$
210,000


$
75,000


















$
3,960


$
288,960SVP, Chief Accounting Officer
    (interim Chief Financial Officer)Shelby E. Sherard


2007


$
104,326


$
25,000


















$
100,000
(4)

$
229,326Executive Vice President, and Chief
    Financial OfficerMaureen A. Ehrenberg


2007


$
360,000


$
247,326










$
74,077






$
4,450


$
685,853Executive Vice President, and
    President, Global Client ServicesRobert H. Osbrink


2007


$
425,008


$
528,000
(5)

$
350,000






$
82,308






$
4,450


$
1,389,766Executive Vice President, and
    President, Transaction ServicesRobert Z. Slaughter


2007


$
252,604


$
92,281


















$
646


$
345,531Executive Vice President, and
    General Counsel     (1)
    
    Payments made under the Long Term
    Incentive Plan (LTIP) for performance period calendar
    2004-2006.(2)
    
    Includes company match for 401(k)
    plan and amounts for perquisites only to the extent that such
    amounts exceed $10,000.(3)
    
    Mr. Rose received compensation
    related to fringe benefits/perks of $19,428 including 401(k)
    match of $4,450, life insurance of $2,700, executive physical of
    $1,278 and club dues of $11,000.(4)
    
    Ms. Sherard received a
    lump-sum payment of $100,000 in connection with the cessation of
    her employment.(5)
    
    Includes $500,000 renewal bonus
    payment pursuant to the November 15, 2006 amendment to
    Mr. Osbrinks employment agreement. 71




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##### Table of Contents



Grants of
    Plan-Based Awards
  All

AllOther

OtherStock

Options

ExerciseAwards:

Awards:

orNumber

Number of

BaseEstimated Possible Payouts Under







of Shares

Securities

Price ofGrant

Committee

Non-Equity Incentive Plan Awards(3)

Estimated Future Payouts Under Equity Incentive Plan
    Awards

of Stock

Underlying

OptionName

Date

Date

Threshold

Target

Maximum

Threshold

Target

Maximum

or Units

Options

AwardsMark E. Rose


3/8/2005
(1)






























71,158







Chief Executive Officer









$
67,600


$
325,000


$
812,500Richard W. Pehlke


2/15/2007
(2)


































25,000


$
11.75Executive Vice President, and Chief
    Financial Officer





















$
125,000
(4)

$
227,500
(4)

$
227,500
(4)Donald D. Olinger










































SVP, Chief Accounting Officer
    (interim Chief Financial Officer)Shelby E. Sherard










































Executive Vice President, and Chief
    Financial OfficerMaureen A. Ehrenberg









$
48,672


$
234,000


$
585,000























Executive Vice President, and
    President, Global Client ServicesRobert H. Osbrink


11/15/2006
(5)






























31,964







Executive Vice President, and
    President, Transaction Services









$
60,840


$
292,500


$
731,250Robert Z. Slaughter









$
35,490


$
170,625


$
426,563























Executive Vice President, and
    General Counsel   (1)
    
    Pursuant to Mr. Roses
    Employment Agreement entered into on March 8, 2005,
    approved by the Board of Directors on February 11, 2005.(2)
    
    Pursuant to Mr.Pehlkes
    Employment Agreement entered into on February 9, 2007,
    approved by the Board of Directors on February 9, 2007.(3)
    
    Potential Payments under Long Term
    Incentive Plan (LTIP). As described in the section
    Compensation During Term of EmploymentLong Term
    Incentives, the estimated future payouts are based on the
    achievement of certain cumulative Earnings Before Interest and
    Taxes (EBIT) targets for the three year performance period,
    beginning January 1, 2007 and ending December 31,
    2009, which cannot be estimated with certainty at this time.(4)
    
    Pursuant to Mr.Pehlkes
    Employment Agreement entered into on February 9, 2007,
    approved by the Board of Directors on February 9, 2007.(5)
    
    Pursuant to the November 15,
    2006 amendment to Mr. Osbrinks Employment Agreement. 72




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##### Table of Contents



Outstanding
    Equity Awards at Fiscal Year
    End6/30/07
  Option Awards

Stock AwardsEquityEquity

IncentiveIncentive

PlanPlan

Awards:Equity









Awards:

Market orIncentive









Number of

PayoutPlan









Unearned

Value ofAwards:







Market

Shares,

UnearnedNumber of

Number of

Number of





Number of

Value of

Units or

Shares,Securities

Securities

Securities





Shares or

Shares or

Other

Units orUnderlying

Underlying

Underlying





Units of

Units of

Rights

OtherUnexercised

Unexercised

Unexercised

Option

Option

Stock That

Stock That

That

RightsOptions

Options

Unearned

Exercise

Expiration

Have Not

Have Not

Have Not

That HaveExercisable

Unexercisable

Options

Price

Date

Vested

Vested

Vested

Not VestedMark E. Rose


333,333



166,667






$
4.70



3/7/2015



167,121
(1)

$
1,938,604







Chief Executive OfficerRichard W. Pehlke






25,000






$
11.75



2/15/2017















Executive Vice President, and Chief
    Financial OfficerDonald D. Olinger


5,000










$
8.93



9/17/2008















SVP, Chief Accounting


4,555










$
5.81



11/18/2009Officer (interim Chief Financial
    Officer)Shelby E. Sherard


































Executive Vice President, and Chief
    Financial OfficerMaureen A. Ehrenberg


75,000










$
11.12



3/5/2008



84,746
(2)

$
983,054







Executive Vice


12,000










$
8.93



9/17/2008President,and President, Global
    Client ServicesRobert H. Osbrink


9,000










$
11.31



3/20/2008



37,314


$
432,842







Executive Vice


6,000










$
5.81



11/18/2009



31,964
(3)

$
370,782President, and President,
    Transaction ServicesRobert Z. Slaughter


8,333



16,667






$
13.75



4/17/2016















Executive Vice President, and
    General Counsel   (1)
    
    Mr. Roses restricted
    shares will vest 98,296 shares on March 7, 2008,
    45,105 shares on March 7, 2009 and 23,720 shares
    on March 9, 2010, except in the event of a Change in
    Control in which case, the shares vest immediately.(2)
    
    Ms. Ehrenbergs
    restricted shares will vest on December 30, 2007, except in
    the event of a Change in Control, in which case, the shares vest
    immediately.(3)
    
    Mr. Osbrinks restricted
    shares will vest 37,314 shares on December 31, 2007
    and 31,964 shares on December 29, 2009, except in the
    event of a Change in Control, in which case, the shares vest
    immediately. 73




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##### Table of Contents



Option
    Exercises and Stock Vested
  Option Awards

Stock AwardsNumber of Shares

Value

Number of Shares

ValueAcquired on

Realized on

Acquired on

Realized onName

Exercise

Exercise

Vesting

VestingMark E. Rose










74,578


$
786,052Chief Executive OfficerRichard W. Pehlke














Executive Vice President, and
    Chief Financial OfficerDonald D. Olinger














SVP, Chief Accounting Officer
    (interim Chief Financial Officer)Shelby E. Sherard


8,333


$
48,831







Executive Vice President, and
    Chief Financial OfficerMaureen A. Ehrenberg


23,200


$
111,302







Executive Vice President, and


8,800


$
42,306President, Global Client


20,000


$
101,750ServicesRobert H. Osbrink














Executive Vice President, and
    President, Transaction ServicesRobert Z. Slaughter














Executive Vice President, and
    General Counsel   Employment
    Contracts and Compensation Arrangements
  Mark E.
    Rose
     74




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75




---



##### Table of Contents



Potential
    Payments upon Termination or Change in Control
    Mark E. Rose
  Involuntarynot for


Involuntary


ResignationExecutive Payments

Voluntary


Early


Normal


Cause


for Cause


for Good


Change inUpon Termination

Termination


Retirement


Retirement


Termination


Termination


Reason


Control


Death


DisabilitySeverance Payments













$
1,000,000






$
1,000,000


$
1,000,000







Bonus Incentive Compensation(1)

























$
1,377,368


$
1,000,000



Long Term Incentive Plan


































Stock Options (unvested and
    accelerated)(2)













$
575,001






$
575,001


$
1,150,002







Restricted Stock (unvested and
    accelerated)(2)

























$
1,938,604







Performance Shares (unvested and
    accelerated)


































Benefit Continuation













$
21,368






$
21,368











Tax
    Gross-Up













































$
1,596,369






$
1,596,369


$
5,465,974


$
1,000,000



   (1)
    
    Bonus payment due upon death
    calculated at target attainment. Actual payment would be
    determined by Company results, prorated for the number of days
    Mr. Rose worked during the year and provided he was
    employed for at least 6 months during the calendar year.
    See sections entitled Compensation During Term of
    EmploymentAnnual Bonus Incentive Compensation and
    Employment Contract and Compensation
    ArrangementsMark E. Rose.(2)
    
    Value of stock options and
    restricted shares calculated using the closing price on
    June 29, 2007 of $11.60. See section entitled
    Employment Contracts and Compensation
    ArrangementsMark E. Rose.  Richard
    W. Pehlke
         76




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##### Table of Contents



Potential
    Payments upon Termination or Change in Control
    Richard W. Pehlke
  InvoluntaryNot for


Involuntary


ResignationExecutive Payments

Voluntary


Early


Normal


Cause


for Cause


for Good


Change inUpon Termination

Termination


Retirement


Retirement


Termination


Termination


Reason


Control


Death


DisabilitySeverance Payments













$
700,000






$
700,000


$
700,000







Bonus Incentive Compensation

























$
350,000







Long Term Incentive Plan


































Stock Options (unvested and
    accelerated)(1)


































Restricted Stock (unvested and
    accelerated)


































Performance Shares (unvested and
    accelerated)


































Benefit Continuation


































Tax
    Gross-Up













































$
700,000






$
700,000


$
1,050,000







   (1)
    
    Mr. Pehlkes agreement
    provides for immediate vesting of all stock options in the event
    of involuntary termination not for cause, resignation for good
    reason, or in the event of change in control; the option
    exercise price is $11.75 and the closing price on the NYSE on
    June 29, 2007 was $11.60, therefore, as of June 29,
    2007, Mr. Pehlkes options were out of the money.  Shelby E.
    Sherard
     77




---



##### Table of Contents



Maureen
    A. Ehrenberg
               78




---



##### Table of Contents



Potential
    Payments upon Termination or Change in Control
    Maureen A. Ehrenberg
  Executive










InvoluntaryPayments










Not for


Involuntary


ResignationUpon

Voluntary


Early


Normal


Cause


for Cause


for Good


Change inTermination

Termination


Retirement


Retirement


Termination


Termination


Reason


Control


Death


DisabilitySeverance Payments













$
360,000






$
360,000


$
720,000







Bonus Incentive Compensation(1)













$
288,000






$
288,000


$
463,550


$
288,000


$
288,000Long Term Incentive Plan(1)













$
351,000






$
351,000






$
351,000


$
351,000Stock Options (unvested and
    accelerated)


































Restricted Stock (unvested and
    accelerated)(2)













$
983,054






$
983,054


$
983,054


$
983,054


$
983,054Performance Shares (unvested and
    accelerated)


































Benefit Continuation













$
21,368






$
21,368











Tax
    Gross-Up













































$
2,003,422






$
2,003,422


$
2,166,604


$
1,622,054


$
1,622,054   (1)
    
    Bonus payment and LTIP payment in
    the case of involuntary not for cause termination, resignation
    for good reason, death and disability calculated at target
    attainment; actual payment would be determined by Company
    results. See sections entitled Compensation During Term of
    EmploymentAnnual Bonus Incentive Compensation and Long
    Term Incentive Plan and Employment Contract and
    Compensation ArrangementsMaureen A. Ehrenberg.(2)
    
    In the case of involuntary not for
    cause termination, resignation for good reason, death and
    disability the restricted shares continue to vest in accordance
    with the vesting schedule. In the event of a change in control,
    the restricted shares vest immediately. Value of restricted
    shares calculated using the closing price on June 29, 2007
    of $11.60. See section entitled Employment Contracts and
    Compensation ArrangementsMaureen A. Ehrenberg.  Robert H.
    Osbrink
     79




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non-solicitation, non-disparagement
     80




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81




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##### Table of Contents



Potential
    Payments upon Termination or Change in Control
    Robert H. Osbrink
  Executive










InvoluntaryPayments










Not for


Involuntary


ResignationUpon

Voluntary


Early


Normal


Cause


for Cause


for Good


Change inTermination

Termination


Retirement


Retirement


Termination


Termination


Reason


Control


Death


DisabilitySeverance Payments













$
450,000






$
450,000


$
900,000







Bonus Incentive Compensation

























$
426,666







Long Term Incentive Plan


































Stock Options (unvested and
    accelerated)


































Restricted Stock (unvested and
    accelerated)(1)













$
432,842






$
432,842


$
432,842


$
432,842


$
432,842Performance Shares (unvested and
    accelerated)


































Benefit Continuation













$
21,368






$
21,368











Tax
    Gross-Up













































$
904,210






$
904,210


$
1,759,508


$
432,842


$
432,842   (1)
    
    In the case of involuntary not for
    cause termination, resignation for good reason, death and
    disability the restricted stock continues to vest in accordance
    with the vesting schedule. In the event of a change in control,
    the restricted stock vests immediately. Value of restricted
    shares calculated using the closing price on June 29, 2007
    of $11.60. See section entitled Employment Contracts and
    Compensation ArrangementsRobert H. Osbrink.  Robert Z.
    Slaughter
           82




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##### Table of Contents



Potential
    Payments upon Termination or Change in Control
    Robert Z. Slaughter
  Executive










InvoluntaryPayments










Not for


Involuntary


ResignationUpon

Voluntary


Early


Normal


Cause


for Cause


for Good


Change inTermination

Termination


Retirement


Retirement


Termination


Termination


Reason


Control


Death


DisabilitySeverance Payments













$
262,500






$
262,500


$
262,500







Bonus Incentive Compensation

























$
57,280







Long Term Incentive Plan


































Stock Options (unvested and
    accelerated)(1)


































Restricted Stock (unvested and
    accelerated)


































Performance Shares (unvested and
    accelerated)


































Benefit Continuation


































Tax
    Gross-Up













































$
262,500






$
262,500


$
319,780







   (1)
    
    Mr. Slaughters agreement
    provides for immediate vesting of all stock options in the event
    of change of control; the option exercise price is $13.75 and
    the closing price on the NYSE on June 29, 2007 was $11.60,
    therefore as of June 29, 2007, Mr. Slaughters
    options were out of the money. In addition, in the event of
    death, incapacity, involuntary termination not for cause,
    resignation for good reason, the options continue to vest in
    accordance with the vesting schedule. 83




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##### Table of Contents



Director
    Compensation Table
  Change inPension ValueFees











andEarned











Nonqualifiedor Paid


Stock





Non-Equity


Deferred


All otherin Cash


Awards


Option


Incentive Plan


Compensation


CompensationName

($)


($)(1)


Awards


Compensation


Earnings


($)


Total ($)R. David Anacker

$
80,000


$
50,000














$
64,000
(2)

$
194,000Anthony G. Antone

$
56,500


$
50,000


















$
106,500C. Michael Kojaian(3)


























Robert J. McLaughlin

$
79,500


$
50,000


















$
129,500F. Joseph Moravec

$
62,500


$
50,000


















$
112,500Mark E. Rose(4)


























Rodger D. Young

$
73,500


$
50,000


















$
123,500   Notes:  (1)
    
    The Restricted Share Program
    provides that outside directors will receive $50,000 worth of
    restricted shares each year based upon the then current market
    price of the Companys common stock on the date of grant.
    All restricted shares vest ratably over three years from the
    date of grant, except upon a change of control, in which event
    vesting is accelerated. Outside directors are also required to
    accumulate an equity position in the Company over five years in
    an amount equal to $200,000 worth of common stock. Shares of
    common stock acquired by outside directors pursuant to the
    Restricted Share Program can be applied toward this equity
    accumulation requirement. Upon leaving the Board, all grants
    that have already been made to a departing director would
    continue to vest in accordance with the vesting schedule.(2)
    
    Represents reimbursement for
    estimated lost profit resulting from inability to exercise
    certain stock options that the Compensation Committee understood
    would expire during the Companys quiet period
    in connection with the Companys June 2006, secondary stock
    offering.(3)
    
    Mr. Kojaian receives no
    compensation for his role as Chairman of the Board or as a Board
    member.(4)
    
    Mr. Rose as an Executive
    Officer of the Company is not entitled to receive compensation
    for his Board service.  Compensation
    of Directors
      Philosophy
    case-by-case
   84




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##### Table of Contents



Stock
    Ownership/Retention Guidelines
    Compensation
    Committee Interlocks and Insider Participation
  Regulation S-K
  Compensation
    Committee Report
  The following 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 the Company 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.
   85




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##### Table of Contents



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


Percent ofBeneficial Ownership


Class(1)Principal
    StockholdersPersons affiliated with Kojaian
    Ventures, L.L.C.(2)


7,511,283



29.0Persons affiliated with Kojaian
    Holdings LLC(2)


2,425,526



9.4Executive Officers and
    DirectorsAnthony G. Antone


1,815(3
)


*C. Michael Kojaian(2)


9,936,809(4
)


38.4Robert J. McLaughlin


61,815(5
)


*F. Joseph Moravec


1,815(6
)


*Mark E. Rose


439,239(7
)


1.7Rodger D. Young


11,815(8
)


*Maureen A. Ehrenberg


141,068(9
)


*Richard W. Pehlke


0



Robert H. Osbrink


15,000(10
)


*Donald D. Olinger


10,333(11
)


*Robert Z. Slaughter


8,333(12
)


*Frances Lewis


4,167(13
)


*All Current Directors and
    Executive Officers as a Group (12 persons)


10,632,209(14
)


41.0   *
    
    Does not exceed 1.0%.(1)
    
    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 any
    currently outstanding warrants, options or convertible
    securities held by him or her.(2)
    
    C. Michael Kojaian, our Chairman of
    the Board, is affiliated with Kojaian Ventures, L.L.C. and
    Kojaian Holdings LLC. 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. The
    address of each of Kojaian Holdings LLC and Kojaian Ventures,
    L.L.C. is 39400 Woodward Ave., Suite 250, Bloomfield Hills,
    Michigan 48304.(3)
    
    Beneficially owned shares do not
    include 7,508 shares of restricted stock that vest on
    September 21, 2008, subject to certain terms and conditions
    contained in that certain Restricted Stock Agreement between the
    Company and Mr. Antone. Additionally, beneficially owned
    shares do not include 1,815 shares of restricted stock that
    vest on September 21, 2008 or 1,816 shares of
    restricted stock that vest on September 21, 2009, all of
    these 3,631 are subject to certain terms and conditions
    contained in that certain Restricted Stock Agreement 86




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##### Table of Contents



between the Company and
    Mr. Antone dated September 21, 2006. However,
    beneficially owned shares do include 1,815 shares of
    restricted stock which will vest on September 21, 2007.(4)
    
    Pursuant to rules established by
    the SEC, C. Michael Kojaian is deemed to have beneficial
    ownership of the shares directly held by Kojaian Ventures,
    L.L.C. and the shares directly held by Kojaian Holdings LLC.(5)
    
    Beneficially owned shares include
    10,000 shares of common stock issuable upon exercise of
    fully vested outstanding options. However, beneficially owned
    shares do not include 7,508 shares of restricted stock that
    vest on September 21, 2008, subject to certain terms and
    conditions contained in that certain Restricted Stock Agreement
    between the Company and Mr. McLaughlin. Additionally,
    beneficially owned shares do not include 1,815 shares of
    restricted stock that vest on September 21, 2008 or
    1,816 shares of restricted stock that vest on
    September 21, 2009, all of these 3,631 are subject to
    certain terms and conditions contained in that certain
    Restricted Stock Agreement between the Company and
    Mr. McLaughlin dated September 21, 2006. However,
    beneficially owned shares do include 1,815 shares of
    restricted stock which will vest on September 21, 2007.(6)
    
    Beneficially owned shares do not
    include 1,815 shares of restricted stock that vest on
    September 21, 2008 or 1,816 shares of restricted stock
    that vest on September 21, 2009, all of these 3,631 are
    subject to certain terms and conditions contained in that
    certain Restricted Stock Agreement between the Company and
    Mr. Moravec dated September 21, 2006. However,
    beneficially owned shares do include 1,815 shares of
    restricted stock which will vest on September 21, 2007.(7)
    
    Beneficially owned shares do not
    include 98,296 shares of restricted stock that vest on
    March 8, 2008, 45,105 shares of restricted stock that
    vest on March 8, 2009 or 23,720 shares that vest on
    March 8, 2010, subject to certain terms and conditions
    contained in that certain Restricted Stock Agreement between the
    Company and Mr. Rose dated March 8, 2005.
    Additionally, beneficially owned shares include
    166,666 shares of common stock issuable upon exercise of
    outstanding options exercisable March 8, 2006 and
    166,667 shares of common stock issuable upon exercise of
    options exercisable March 8, 2007, all 333,333 shares
    of which are subject to the terms and conditions of the
    Companys 2000 Stock Option Plan.(8)
    
    Beneficially owned shares include
    10,000 shares of common stock issuable upon exercise of
    fully vested outstanding options. However, beneficially owned
    shares do not include 7,508 shares of restricted stock that
    vest on September 21, 2008, subject to certain terms and
    conditions contained in that certain Restricted Stock Agreement
    between the Company and Mr. Young. Additionally,
    beneficially owned shares do not include 1,815 shares of
    restricted stock that vest on September 21, 2008 or
    1,816 shares of restricted stock that vest on
    September 21, 2009, all of these 3,631 are subject to
    certain terms and conditions contained in that certain
    Restricted Stock Agreement between the Company and
    Mr. Young dated September 21, 2006. However,
    beneficially owned shares do include 1,815 shares of
    restricted stock which will vest on September 21, 2007.(9)
    
    Beneficially owned shares do not
    include 84,746 shares of restricted stock that vest on
    December 29, 2007, subject to certain terms and conditions
    contained in that certain Restricted Stock Agreement between the
    Company and Ms. Ehrenberg dated June 6, 2005.
    Additionally, beneficially owned shares include
    50,022 shares of common stock issuable upon exercise of
    fully vested outstanding options subject to the terms and
    conditions of the Companys 1990 Stock Option Plan, as
    amended effective June 20, 1997 and 87,000 shares of
    common stock issuable upon the exercise of fully vested
    outstanding options subject to the terms and conditions of the
    Companys 1998 Stock Option Plan.(10)
    
    Beneficially owned shares do not
    include 37,314 shares of restricted stock that vest on
    December 29, 2007, subject to certain terms and conditions
    contained in that certain Restricted Stock Agreement between the
    Company and Mr. Osbrink dated September 7, 2005.
    Additionally, beneficially owned shares do not include 31,964
    restricted shares, none of which will vest earlier than
    December 29, 2009, subject to certain terms and conditions
    contained in that certain Restricted Stock Agreement between the
    Company and Mr. Osbrink dated November 15, 2006.
    Furthermore, beneficially owned shares do include
    15,000 shares of common stock issuable upon exercise of
    fully vested outstanding options subject to the terms and
    conditions of the Companys 1998 Stock Option Plan.(11)
    
    Beneficially owned shares include
    9,555 shares of common stock issuable upon exercise of
    fully vested outstanding options subject to the terms and
    conditions of the Companys 1998 Stock Option Plan.(12)
    
    Beneficially owned shares include
    8,333 shares of common stock issuable upon exercise of
    fully vested outstanding options subject to the terms and
    conditions of that certain Stock Option Agreement between the
    Company and Mr. Slaughter and also subject to the terms and
    conditions of the Companys 2000 Stock Option Plan.(13)
    
    Beneficially owned shares include
    4,167 shares of common stock issuable upon the exercise of
    fully vested outstanding options which are subject to the terms
    and conditions of that certain Stock Option Agreement between
    the Company and Ms. Lewis dated November 15, 2005 and
    the Companys 1990 Stock Option Plan, as amended effective
    June 20, 1997.(14)
    
    Beneficially owned shares include
    the following shares of common stock issuable upon exercise of
    outstanding options which are exercisable at August 15,
    2007 or within ninety days thereafter under the Companys
    various stock option plans:
    Mr. McLaughlin10,000 shares,
    Mr. Young10,000 shares,
    Mr. Rose333,333 shares,
    Ms. Ehrenberg137,022 shares,
    Mr. Olinger9,555 shares,
    Mr. Osbrink15,000 shares,
    Mr. Slaughter8,333 shares, Ms. Lewis
     4,167 shares, and all current directors and
    executive officers as a group527,410 shares.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence.  Related
    Party Transaction Review Policy
   87




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##### Table of Contents



Related
    Party Transactions
    Grubb & Ellis Realty Advisors,
    Inc. and/or
    Rule 10b5-1
 88




---



##### Table of Contents



60-day
            60-day
   89




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##### Table of Contents



Property contract purchase price

$
122,200Property closing adjustments, net


(6,646
)Other direct acquisition costs (as
    of June 15, 2007)


450Interest on property acquisition
    costs (as of June 15, 2007)


1,261Wachovia Mortgage Loans assumed


(120,500
)Financing reserves


43,574Financing fees


2,400Preliminary Purchase Price; plus

$
42,739   (b)
    interest on the Preliminary Purchase Price calculated at the
    rate per annum, which rate shall be adjusted monthly at and as
    of the 15th day of each month (or, if the 15th day is
    not a business day, the next business day of such month), equal
    to the one-month London Inter-Bank Offered Rate (LIBOR) plus
    3.50% (the Interest Rate) from June 16, 2007
    through and including the closing date; plus  (c)
    all direct costs (including, without limitation, due diligence
    and closing costs, audit and accounting fees, financing fees,
    and third party legal fees and costs) paid by the Company on or
    after June 16, 2007 in connection with the acquisition of
    any of the Properties (the Property Acquisition
    Costs); plus  (d)
    interest on the Property Acquisition Costs calculated at the
    Interest Rate from the date of payment of any such cost through
    and including the closing date; plus  (e)
    the amount of any advances made by the Company to Property
    Acquisition or any of its subsidiaries on or after June 16,
    2007 (and not repaid to the Company with interest prior to the
    closing date) to fund any operating losses incurred with respect
    to any of the Properties at any time after June 15, 2007
    through the closing date (the Property Advances);
    plus  (f)
    interest on the Property Advances calculated at the Interest
    Rate from the date of each such advance through and including
    the closing date (collectively, the LLC Purchase
    Price).       90




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##### Table of Contents



Exchange of Preferred Stock. Series A-1 Series A-1 Series A-1 Form S-1,
  Other Related Party Transactions.
      and/or
 91




---



##### Table of Contents



Independence
    of Directors
      No Material Relationship.
  Employment. daughters-in-law;
  Other Compensation.
  Auditor Affiliation.
  Interlocking Directorships.
  Business Transactions.
 92




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##### Table of Contents



Item 14.
    Principal
    Accounting Fees and Services.    2007


2006Audit Fees(1)Audit of consolidated financial
    statements

$
283,250


$
270,375Audit of internal control over
    financial reporting


324,450



Timely quarterly reviews


47,250



45,450SEC filings, including comfort
    letters, consents and comment letters


92,000



112,600Total Audit Fees


746,950



428,425Audit Related Fees(2)Employee benefit plans


17,000



18,500Audits in connection with
    acquisitions and other accounting consultations


235,720



22,000Due diligence services on pending
    merger


268,306



Total Audit-Related Fees


521,026



40,500Tax Fees(2)Tax return preparation


90,200



42,000Tax planning






12,500Total Tax Fees


90,200



54,500Total Fees

$
1,358,176


$
523,425   (1)
    
    Includes fees and expenses related
    to the fiscal year 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 July through June of the fiscal year,
    notwithstanding when the fees and expenses were billed.   93




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  PART IV
    Item 15.
    Exhibits
    and Financial Statement Schedules    1.
    The following Report of Independent Registered Public Accounting
    Firm and Consolidated Financial Statements are submitted
    herewith:              2.
    All schedules for which provision is made in the applicable
    accounting regulations of the Securities and Exchange Commission
    are not required under the related instructions, are
    inapplicable, or the information is contained in the Notes to
    Consolidated Financial Statements and therefore have been
    omitted.3.
    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
    Membership Interest Purchase Agreement, dated as of
    June 18, 2007, among Grubb & Ellis Realty
    Advisors, Inc., the Registrant and GERA Property Acquisition
    LLC, a wholly-owned subsidiary of the Registrant, incorporated
    by reference to Exhibit 2.1 of Registrants Current
    Report on
    Form 8-K
    filed on June 19, 2007. 94




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##### Table of Contents



(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

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
.3

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, 1997.3
.4

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
.5

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
.6

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, 2002.3
.7

Certificate of Designations,
    Number Voting Posers, 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, 2005.3
.8

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, 2005.3
.9

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.   (4)
    Instruments
    Defining the Rights of Security Holders, including
    Indentures.  4
.1

Series A-1
    Preferred Stock Exchange Agreement, dated as of April 28,
    2006, between the Registrant and Kojaian Ventures, LLC,
    incorporated herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on April 28, 2006.4
.2

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
.3

Amended and Restated Credit
    Agreement, dated as of April 14, 2006, among the
    Registrant, certain of its subsidiaries (the
    Guarantors), the Lender (as defined
    therein), Deutsche Bank Securities, Inc., as sole book-running
    manager and sole lead arranger, Deutsche Bank Trust Company
    Americas, as initial swing line bank, the initial issuer of
    letters of credit and administrative agent for the lender
    parties, incorporated herein by reference to Exhibit 99.1
    to Registrants Current Report on
    Form 8-K
    filed on April 20, 2006.4
.4

Amended and Restated Security
    Agreement, dated as of April 14, 2006, 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 99.2 to Registrants
    Current Report on
    Form 8-K
    filed on April 20, 2006. 95




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##### Table of Contents



4
.5

First Letter Amendment to the
    Amended and Restated Credit Agreement, dated as of June 16,
    2006, among the Registrant, certain of its subsidiaries (the
    Guarantors), the Lender (as defined
    therein), Deutsche Bank Securities, Inc., as sole book-running
    manager and sole lead arranger, Deutsche Bank Trust Company
    Americas, as initial swing line bank, the initial issuer of
    letters of credit and administrative agent for the lender
    parties, incorporated herein by reference to Exhibit 99.1
    to Registrants Current Report on
    Form 8-K
    filed on June 20, 2006.4
.6

Second Letter Amendment to the
    Amended and Restated Credit Agreement, dated as of
    February 16, 2007, between Deutsche Bank Trust Company
    Americas, other lenders and the Registrant, incorporated herein
    by reference to Exhibit 99.1 to the Registrants
    Current Report on
    Form 8-K
    filed on February 22, 2007.     (10)
    Material
    Contracts  10
.1*

Employment Agreement entered into
    on November 9, 2004, between Robert H. Osbrink and the
    Registrant, effective January 1, 2004, incorporated herein
    by reference to Exhibit 10.1 to the Registrants
    Quarterly Report on
    Form 10-Q
    filed on November 15, 2004.10
.2*

First Amendment to Employment
    Agreement entered into between Robert Osbrink and the
    Registrant, dated as of September 7, 2005, incorporated
    herein by reference to Exhibit 10.6 to the
    Registrants Report on
    Form 10-K
    filed on September 28, 2005.10
.3*

Employment Agreement, dated as of
    January 1, 2005, between Maureen A. Ehrenberg and the
    Registrant, incorporated herein by reference to Exhibit 1
    to the Registrants Current Report on
    Form 8-K
    filed on June 10, 2005.10
.4*

Employment Agreement entered into
    on March 8, 2005, between Mark E. Rose and the Registrant,
    incorporated herein by reference to Exhibit 10.1 to the
    Registrants Current Report on
    Form 8-K
    filed on March 11, 2005.10
.5*

Employment Agreement entered into
    between Shelby E. Sherard and the Registrant, dated
    October 10, 2005, incorporated herein by reference to
    Exhibit 1 to the Registrants Current Report on
    Form 8-K
    filed on October 14, 2005.10
.6*

Grubb & Ellis 1990
    Amended and Restated Stock Option Plan, as amended effective as
    of June 20, 1997, incorporated herein by reference to
    Exhibit 4.6 to the Registrants Registration Statement
    on
    Form S-8
    filed on December 19, 1997 (Registration
    No. 333-42741).10
.7*

1993 Stock Option Plan for Outside
    Directors, incorporated herein by reference to Exhibit 4.1
    to the Registrants registration statement on
    Form S-8
    filed on November 12, 1993 (Registration
    No. 33-71484).10
.8*

First Amendment to the 1993 Stock
    Option Plan for Outside Directors, effective November 19,
    1998, incorporated herein by reference to Exhibit 10.1 to
    the Registrants Quarterly Report on
    Form 10-Q
    filed on February 12, 1999.10
.9*

Grubb & Ellis 1998 Stock
    Option Plan, effective as of January 13, 1998, incorporated
    herein by reference to Exhibit 10.6 to the
    Registrants Annual Report on
    Form 10-K
    filed on September 28, 199910
.10*

First Amendment to the
    Grubb & Ellis 1998 Stock Option Plan, effective as of
    February 10, 2000, incorporated herein by reference to
    Exhibit 10.7 to the Registrants Quarterly Report on
    Form 10-Q
    filed on May 12, 2000.10
.11*

Grubb & Ellis Company
    2000 Stock Option Plan, effective November 16, 2000,
    incorporated by herein by reference to Exhibit 10.2 to the
    Registrants Quarterly Report on
    Form 10-Q
    filed on February 14, 2001. 96




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##### Table of Contents



10
.12

Transition Agreement entered into
    as of April 1, 2003, portions of which were omitted
    pursuant to a request for Confidential Treatment under
    Rule 24(b) of the Securities Act of 1934, as amended,
    incorporated herein by reference to Exhibit 2 to the
    Registrants Current Report on
    Form 8-K
    filed on April 16, 2003.10
.13*

Long-Term Executive Cash Incentive
    Plan of Grubb & Ellis Company adopted June 21,
    2005, incorporated herein by reference to Exhibit 1 to the
    Registrants Current Report on
    Form 8-K
    filed on June 27, 2005.10
.14*

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
.15

Series A-1
    Preferred Stock Agreement between the Registrant and Kojaian
    Ventures, L.L.C., dated as of April 28, 2006, incorporated
    herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on April 28, 2006.10
.16*

Employment Agreement entered into
    on March 20, 2006, between Robert Z. Slaughter and the
    Registrant, incorporated by reference to Exhibit 10.14 to
    the Registrants Registration Statement on
    Form S-1
    filed on May 1, 2006 (File
    No. 333-133659).10
.17*

Employment Agreement entered into
    on April 1, 2006, between Frances P. Lewis and the
    Registrant, incorporated herein by reference to
    Exhibit 10.17 to the Registrants Current Report on
    Form 10-K
    filed on September 28, 2006.10
.18*

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
.19

Purchase and Sale Agreement
    between Abrams Office Center Ltd and GERA Property Acquisition
    LLC, a wholly-owned subsidiary of the Registrant, dated as of
    October 24, 2006, incorporated herein by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on October 30, 2006.10
.20*

Second Amendment to Employment
    Agreement entered into between Robert H. Osbrink and the
    Registrant, dated as of November 15, 2006, incorporated
    herein by reference to Exhibit 1 to the Registrants
    Current Report on
    Form 8-K
    filed on November 21, 200610
.21

Letter Agreement between Abrams
    Office Centre and GERA Property Acquisition LLC, a wholly owned
    subsidiary of the Registrant, dated December 8, 2006,
    incorporated herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed December 14, 2006.10
.22

Second Amendment to the Purchase
    and Sale Agreement between Abrams Office Centre, Ltd. and GERA
    Property Acquisition LLC, a wholly owned subsidiary of the
    Registrant, dated December 15, 2006, incorporated herein by
    reference to Exhibit 99.1 to the Registrants Current
    Report on
    Form 8-K
    filed December 21, 2006.10
.23

Letter Agreement between Abrams
    Office Centre, Ltd. and GERA Property Acquisition LLC, a wholly
    owned subsidiary of the Registrant, dated December 29,
    2006, incorporated herein by reference to Exhibit 99.1 to
    the Registrants Current Report on
    Form 8-K
    filed January 5, 2007.10
.24

Letter Agreement between Abrams
    Office Centre, Ltd. and GERA Property Acquisition LLC, a wholly
    owned subsidiary of the Registrant, dated December 29,
    2006, incorporated herein by reference to Exhibit 99.2 to
    the Registrants Current Report on
    Form 8-K
    filed January 5, 2007.10
.25

Letter Agreement between Abrams
    Office Centre, Ltd. and GERA Property Acquisition LLC, a wholly
    owned subsidiary of the Registrant, dated January 4, 2007,
    incorporated herein by reference to Exhibit 99.3 to the
    Registrants Current Report on
    Form 8-K
    filed January 5, 2007.10
.26

Letter Agreement between Abrams
    Office Centre, Ltd. and GERA Property Acquisition LLC, a wholly
    owned subsidiary of the Registrant, dated January 19, 2007,
    incorporated herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed January 25, 2007.10
.27

Purchase and Sale Agreement
    between F/B 6400 Shafer Ct. (Rosemont), LLC and GERA Property
    Acquisition LLC, a wholly owned subsidiary of 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 9, 2007. 97




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##### Table of Contents



10
.28*

Employment Agreement between
    Richard W. Pehlke and the Registrant, 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, 2007.10
.29

Purchase and Sale Agreement
    between Danbury Buildings Co., L.P., Danbury Buildings, Inc. and
    GERA Property Acquisition LLC, a wholly owned subsidiary of the
    Registrant, dated February 20, 2007, incorporated herein by
    reference to Exhibit 99.2 to the Registrants Current
    Report on
    Form 8-K
    filed on February 22, 2007.10
.30

Letter Agreement between Danbury
    Buildings Co., L.P., Danbury Buildings, Inc. and GERA Property
    Acquisition LLC, a wholly owned subsidiary of the Registrant,
    dated March 16, 2007, incorporated herein by reference to
    Exhibit 99.1 to the Registrants Current Report on
    Form 8-K
    filed on March 21, 2007.10
.31

Amendment to Purchase and Sale
    Agreement between Danbury Buildings, Inc. and Danbury Buildings
    Co., L.P. and GERA Property Acquisition LLC, a wholly owned
    subsidiary of the Registrant, dated February 20, 2007,
    incorporated herein by reference to Exhibit 99.1 to the
    Registrants Current Report on
    Form 8-K
    filed on May 3, 2007.10
.32

Letter Amendment to Purchase and
    Sale Agreement between Danbury Buildings, Inc. and Danbury
    Buildings Co., L.P. and GERA Property Acquisition LLC, a wholly
    owned subsidiary of the Registrant, dated as of April 30,
    2007, incorporated herein by reference to Exhibit 99.2 to
    the Registrants Current Report on
    Form 8-K
    filed on May 3, 2007.10
.33

Form of Voting Agreement between
    Registrant and certain stockholders or NNN Realty Advisors,
    Inc., incorporated herein by reference to Exhibit 10.1 to
    the Registrants Current Report on
    Form 8-K
    filed on May 23, 2007.10
.34

Form of Voting Agreement between
    NNN Realty Advisors, Inc. and certain stockholders of the
    Registrant, incorporated herein by reference to
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on May 23, 2007.10
.35

Form of Escrow Agreement between
    NNN Realty Advisors, Inc., Wilmington Trust Company and the
    Registrant, incorporated herein by reference to
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K
    filed on May 23, 2007.10
.36

Deed of Trust, Security Agreement,
    Assignment of Rents and Fixture Filing by and among GERA Abrams
    Centre LLC, Rebecca S. Conrad, as Trustee for the benefit of
    Wachovia Bank, National Association, dated as of June 15,
    2007 incorporated herein by reference to Exhibit 10.1 to
    the Registrants Current Report on
    Form 8-K
    filed on June 19, 2007.10
.37

Mortgage, Security Agreement,
    Assignment of Rents and Fixture Filing between GERA 6400 Shafer
    LLC to Wachovia Bank, National Association dated as of
    June 15, 2007, incorporated herein by reference to
    Exhibit 10.2 to the Registrants Current Report on
    Form 8-K
    filed on June 19, 2007.10
.38

Open-end Mortgage, Security
    Agreement, Assignment of Rents and Fixture Filing between GERA
    Danbury LLC to Wachovia Bank, National Association dated as of
    June 15, 2007, incorporated herein by reference to
    Exhibit 10.3 to the Registrants Current Report on
    Form 8-K
    filed on June 19, 2007.   *
    Management contract or compensatory plan or arrangement.  (21)
    Subsidiaries
    of the Registrant  (23)
    Consent
    of Independent Registered Public Accounting Firm  (24)
    Powers of
    Attorney  (31) Section 302
    Certifications
  (32) Section 906
    Certification
  (99) Other
    Information
  99.1 Additional
    Risk Factors
 98




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##### Table of Contents



SIGNATURES
    Grubb & Ellis Company 
    (Registrant)
  /s/  Mark
    E. RoseMark
    E. Rose 
    Chief Executive Officer 
    (Principal Executive Officer)

August 30, 2007     /s/  Mark
    E. Rose/s/
    Mark E. Rose
    Chief Executive Officer and Director (Principal Executive
    Officer)

August 30, 2007/s/  Richard
    W. Pehlke/s/
    Richard W. Pehlke
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

August 30, 2007*Anthony
    G. Antone, Director

August 30, 2007*C.
    Michael Kojaian, Director

August 30, 2007*Robert
    J. McLaughlin, Director

August 30, 2007*F.
    Joseph Moravec, Director

August 30, 2007*Rodger
    D. Young, Director

August 30, 2007/s/  
    Mark E. Rose   Attorney-in-Fact,
 99




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##### Table of Contents



Grubb &
    Ellis Company
  EXHIBIT INDEX (A)
 for
    the fiscal year ended June 30, 2007
  Exhibit(21)

Subsidiaries of the
    Registrant(23)

Consent of Independent
    Registered Public Accounting Firm(24)

Powers of Attorney(31)

Section 302
    Certifications(32)

Section 906
    Certification(99.1)

Additional Risk
    Factors(A)

Exhibits incorporated by reference
    are listed in Item 14(a) 3 of this Report  100