##### Table of Contents



UNITED STATES 
    SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
 FORM 10-Kþ ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended June 30, 2006
  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 o þ
  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


12Item 7.

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


13Item 7A.

Quantitative and
    Qualitative Disclosures About Market Risk


22Item 8.

Financial
    Statements and Supplementary Data


24Item 9.

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


51Item 9A.

Controls and
    Procedures


51Part III.Item 10.

Directors and
    Executive Officers of the Registrant


52Item 11.

Executive
    Compensation


52Item 12.

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


52Item 13.

Certain
    Relationships and Related Transactions


52Item 14.

Principal
    Accountant Fees and Services


52Part IV.Item 15.

Exhibits and
    Financial Statement Schedules


53Signatures




56Exhibit
    Index




57Employment Agreement with Frances P. LewisSubsidiaries of the RegistrantConsent of Independent Registered Public Accounting FirmPowers of AttorneySection 302 CertificationSection 906 Certification   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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Management
    Services
    and/or
   4




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##### Table of Contents



on-site
  Secondary
    Offering
  Form S-1 and/or
  Preferred
    Stock Exchange
  Series A-1 Series A-1
 5




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##### Table of Contents



Secured
    Credit Facility
          For the TrailingFour Quarters Ended

Amounts Not to Exceed(in 000s)June 30, 2006

$
6,500September 30, 2006


15,000December 31, 2006


20,000March 31, 2007


20,000June 30, 2007


20,000September 30, 2007


15,000thereafter


7,500     Strategic
    Initiatives
   6




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##### Table of Contents



Implemented
    Strategic Initiatives
  Strengthened presence in key markets. Fortune 500
  Expanded service offerings.
  Expanded client relationship teams.
  Financed Realty Advisors. and/or
  Realigned and strengthened the Companys capital and
    ownership structure. Series A-1 Series A-1 Series A-1
 7




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##### Table of Contents



Strategic
    Growth Objectives
  Raise client service to a new level by delivering integrated
    solutions.
  Expand domestic presence.
  Broaden service lines, including capital markets
    capabilities.
  Build a sustainable global platform. best-in-class
  Industry
    and Competition
      Commercial Property News
  and/or
 8




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




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##### Table of Contents



Employees
    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
  over-the-counter
  2006


2005High


Low


High


LowFirst Quarter

$
7.30


$
5.80


$
4.26


$
1.55Second Quarter

$
12.05


$
5.55


$
5.20


$
3.60Third Quarter

$
14.20


$
9.04


$
4.94


$
4.10Fourth Quarter

$
14.50


$
9.00


$
7.00


$
4.75       Sales of
    Unregistered Securities
  1 3 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


783,522


$
5.24



2,166,452Equity compensation plans not
    approved by security holders


444,523


$
9.88



1,388,726Total


1,228,045


$
6.92



3,555,178   Equity
    Compensation Plans Not Approved by Stockholders
    Item 6.
    Selected
    Financial Data    For the Years Ended June 30,2006


2005


2004


2003


2002(in thousands, except share data)Total services revenue

$
490,127


$
463,535


$
440,554


$
425,946


$
431,446Net income (loss) to common
    stockholders


4,911



12,378



12,576



(17,902
)


(15,477
)Benefit (provision) for income
    taxes


(2,487
)


152



2,821



(2,432
)


1,187(Increase) decrease in deferred
    tax asset valuation allowance


1,688



5,208



7,853



(7,707
)


(5,214
)Net income (loss)(1)


4,911



13,267



14,194



(16,772
)


(15,477
)Net income (loss) per common
    share(1) Basic


0.41



0.82



0.83



(1.19
)


(1.09
) Diluted


0.40



0.81



0.83



(1.19
)


(1.09
)Weighted average common shares Basic


11,965,899



15,111,898



15,097,371



15,101,625



14,147,618 Diluted


12,314,242



15,221,982



15,101,183



15,101,625



14,147,618   (1)
    Income and per share data reported on the above table reflect
    special charges in the amount of $3.2 million,
    $9.5 million, and $1.75 million for the fiscal years
    ended June 30, 2004, 2003 and 2002, respectively. For
    information regarding comparability of this data as it may
    relate to future periods, see discussion in Item 7,
    Managements Discussion and Analysis of Financial Condition
    and Results of Income and Note 16 of the Notes to
    Consolidated Financial Statements in Item 8 of this Report.  12




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##### Table of Contents



As of June 30,2006


2005


2004


2003


2002(in thousands, except share data)Consolidated Balance Sheet
    Data:Total assets

$
94,223


$
84,620


$
73,715


$
75,102


$
90,377Working capital


9,993



18,094



8,622



(2,723
)


4,251Long-term debt


40,000



25,000



25,000







36,660Long-term
    debt  affiliate














31,300



Other long-term liabilities


9,826



6,628



7,551



10,323



10,396Stockholders equity


11,526



24,497



14,623



255



5,866Book value per common share


1.22



1.62



0.97



0.02



0.39Common shares outstanding


9,579,025



15,114,871



15,097,371



15,097,371



15,028,839   Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Note Regarding
    Forward-looking Statements
        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.
 13




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Risks Associated with Several
    Significant Changes to the Companys Senior Management
    Team.
  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 revenues and fees
    in accordance with the terms and conditions of its agreements
    with Realty Advisors.  Increased Costs Associated with the
    Companys Strategic Initiatives.
  Limitations Imposed by Senior Secured
    Credit Facility.
  Risks Associated with Strategic
    Alliances and Acquisitions.
 14




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##### Table of Contents



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
      Impairment
    of Goodwill
   15




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##### Table of Contents



Deferred
    Taxes
  and/or
  Insurance
    and Claim Reserves
      RESULTS
    OF OPERATIONS
  Overview
    Fiscal
    Year 2006 Compared to Fiscal Year 2005
  Revenue
      Costs of
    Services
   16




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##### Table of Contents



General
    and Administrative Costs
        Other
    Income and Expenses
      Income
    Taxes
    Net
    Income
   17




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##### Table of Contents



Stockholders
    Equity
    Fiscal
    Year 2005 Compared to Fiscal Year 2004
  Revenue
    Costs of
    Services
        General
    and Administrative Costs
      Other
    Income and Expenses
   18




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##### Table of Contents



Income
    Taxes
    Net
    Income
    Stockholders
    Equity
    LIQUIDITY
    AND CAPITAL RESOURCES
         19




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##### Table of Contents



For the TrailingFour Quarters Ended

Amounts Not to Exceed(in 000s)June 30, 2006

$
6,500September 30, 2006


15,000December 31, 2006


20,000March 31, 2007


20,000June 30, 2007


20,000September 30, 2007


15,000thereafter


7,500     and/or
    and/or
 20




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##### Table of Contents



Rule 10b5-1
      60-day
    Form S-1
 21




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##### Table of Contents



and/or
  Series A-1 Series A-1 Series A-1
    Year EndingJune 30

Amount2007

$
15,8212008


13,5062009


10,9352010


7,0532011


3,996Thereafter


9,168$
60,479   Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Interest
    Rate RiskDerivatives
  and/or
   22




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Interest
    rate riskDebt
   23




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data   REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
                 24




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED BALANCE SHEETS
  JUNE 30, 2006 AND 2005
 (In thousands, except share data)
  2006


2005ASSETSCurrent assets:Cash and cash equivalents,
    including restricted deposits of $1,103 and $1,105 at
    June 30, 2006 and 2005, respectively

$
16,613


$
26,415Services fees receivable, net


12,528



9,339Other receivables


5,185



2,509Professional service contracts, net


3,914



2,170Prepaid and other current assets


3,442



2,656Deferred tax assets, net


1,182



3,500Total current assets


42,864



46,589Noncurrent assets:Equipment, software and leasehold
    improvements, net


9,908



8,189Goodwill, net


24,763



24,763Equity method investment


2,945



Professional service contracts, net


6,028



2,290Other assets


7,715



2,789Total assets

$
94,223


$
84,620LIABILITIES AND
    STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable

$
4,112


$
4,218Commissions payable


6,699



6,282Accrued compensation and employee
    benefits


11,931



11,433Other accrued expenses


10,129



6,562Total current liabilities


32,871



28,495Long-term liabilities:Credit facility debt


40,000



25,000Accrued claims and settlements


4,396



4,972Other liabilities


5,430



1,656Total liabilities


82,697



60,123Stockholders equity:Preferred stock,
    $1,000 stated value: 1,000,000 shares authorized;
    11,725 shares issued and outstanding at June 30, 2006
    and 2005


11,725



11,725Common stock, $.01 par value:
    50,000,000 shares authorized; 9,579,025 and
    15,114,871 shares issued and outstanding at June 30,
    2006 and 2005, respectively


96



153Additional paid-in capital


47,740



67,988Accumulated other comprehensive
    income


2,450



27Retained deficit


(50,485
)


(55,396
)Total stockholders equity


11,526



24,497Total liabilities and
    stockholders equity

$
94,223


$
84,620    25




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED STATEMENTS OF INCOME
 FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004
 (In thousands, except share data)
  2006


2005


2004Services revenue:Transaction fees

$
295,711


$
267,810


$
249,344Management fees, including
    reimbursed salaries, wages and benefits


194,416



195,725



191,210Total services revenue


490,127



463,535



440,554Costs of services:Transaction commissions


185,587



165,615



150,233Reimbursable salaries, wages and
    benefits


143,537



142,771



138,383Salaries, wages, benefits and
    other direct costs


37,364



36,672



36,381Total costs of services


366,488



345,058



324,997General and administrative costs:Salaries, wages and benefits


58,463



53,562



46,639Selling, general and administrative


48,700



44,806



45,380Depreciation and amortization


7,748



5,742



6,736Severance, office closure and
    other special charges










3,224Total costs


481,399



449,168



426,976Total operating income


8,728



14,367



13,578Other income and expenses:Interest income


1,007



406



179Interest expense


(2,530
)


(1,658
)


(447
)Interest expenseaffiliate










(1,937
)Income before income taxes


7,205



13,115



11,373Benefit (provision) for income
    taxes


(2,487
)


152



2,821Net income before income from
    equity method investment


4,718



13,267



14,194Income from equity method
    investment


193







Net income


4,911



13,267



14,194Preferred stock dividends accrued






(889
)


(1,618
)Net income to common stockholders

$
4,911


$
12,378


$
12,576Net income per weighted average
    common share outstanding:Basic-

$
0.41


$
0.82


$
0.83Diluted-

$
0.40


$
0.81


$
0.83Weighted average common shares
    outstanding:Basic-


11,965,899



15,111,898



15,097,371Diluted-


12,314,242



15,221,982



15,101,183    26




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
  FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004
 (In thousands, except share data)
  AccumulatedOtherCommon Stock


Additional


Comprehensive


Retained


Total


TotalPreferred


Outstanding





Paid-In-


Income


Earnings


Comprehensive


StockholdersStock


Shares


Amount


Capital


(Loss)


(Deficit)


Income (Loss)


EquityBalance as of July 1, 2003

$
11,725



15,097,371


$
151


$
71,410


$
(174
)

$
(82,857
)





$
255Net income






















14,194


$
14,194



14,194Change in value of cash flow hedge,
    net of tax


















174







174



174Total comprehensive income

























$
14,368Balance as of June 30, 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
)





$
11,526    27




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##### Table of Contents



GRUBB &
    ELLIS COMPANY
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  FOR THE YEARS ENDED JUNE 30, 2006, 2005 AND 2004
 (in thousands, except share data)
  2006


2005


2004Cash Flows from Operating
    Activities:Net income

$
4,911


$
13,267


$
14,194Adjustments to reconcile net income
    to net cash provided by operating activities:Income from equity method investment


(193
)






Decrease in deferred tax assets, net


2,388



4,708



4,853Decrease in deferred tax asset
    valuation allowance


(1,688
)


(5,208
)


(7,853
)Depreciation and amortization
    expense


7,748



5,742



6,736Stock-based compensation expense


1,390



167



(Decrease) increase in receivables
    valuation allowances


(245
)


(148
)


25Accrued severance, office closure
    and other special charges










3,224Payment of accrued severance










(3,235
)Payment of office closure costs


(505
)


(1,273
)


(998
)Funding of multi-year service
    contracts


(4,551
)


(3,274
)


(903
)(Increase) decrease in services
    fees and other receivables


(5,563
)


2,172



395(Increase) decrease in prepaid
    income taxes


(1,084
)


54



419Increase in prepaid and other assets


(3,554
)


(781
)


(1,588
)Increase (decrease) in accounts and
    commissions payable


413



(185
)


3,599Increase (decrease) in accrued
    compensation and employee benefits


498



2,370



(2,585
)Decrease in accrued claims and
    settlements


(576
)


(550
)


(1,851
)Increase in other liabilities


7,734



893



99Net cash provided by operating
    activities


7,123



17,954



14,531Cash Flows from Investing
    Activities:Purchases of equipment, software
    and leasehold improvements


(6,369
)


(2,618
)


(1,222
)Contribution to equity method
    investment


(2,752
)






Other investing activities






380



125Net cash used in investing
    activities


(9,121
)


(2,238
)


(1,097
)Cash Flows from Financing
    Activities:Borrowings on credit facility debt


15,000







25,000Repayment of borrowings from
    affiliate










(32,300
)Repayment on note
    payableaffiliate










(4,000
)Repurchase of common stock


(23,448
)






Proceeds from issuance of common
    stock, net


840



50



Cash retained as result of excess
    tax benefits


913







Payment of dividends on
    Series A Preferred Stock






(3,637
)


Deferred financing fees


(1,109
)


(685
)


(1,101
)Net cash used in financing
    activities


(7,804
)


(4,272
)


(12,401
)Net (decrease) increase in cash and
    cash equivalents


(9,802
)


11,444



1,033Cash and cash equivalents at
    beginning of the year


26,415



14,971



13,938Cash and cash equivalents at end of
    the year, including restricted deposits of $1,103 and $1,105 in
    June 30, 2006 and 2005

$
16,613


$
26,415


$
14,971    28




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##### 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
 29




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1.
    Summary
    of Significant Accounting Policies(Continued)   (e)
    Costs and
    Expenses    (f)
    Accounting
    for Stock-Based Compensation        (g)
    Income
    Taxes    (h)
    Cash and
    Cash Equivalents     30




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##### 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   31




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1.
    Summary
    of Significant Accounting Policies(Continued)   (m)
    Financial
    Instruments  and/or
    (n)
    Fair
    Value of Derivative Instruments and Hedged Items    (o)
    Costs
    Associated with Exit or Disposal Activities     32




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  1.
    Summary
    of Significant Accounting Policies(Continued)      (p)
    Reclassifications    2.
    Services
    Fees Receivable, net    2006


2005Transaction services fees
    receivable

$
6,022


$
2,587Management services fees receivable


6,917



7,465Allowance for uncollectible
    accounts


(321
)


(566
)Total


12,618



9,486Less portion classified as current


12,528



9,339Non-current portion (included in
    other assets)

$
90


$
147     2006


2005


2004Balance at beginning of year

$
566


$
714


$
689Provision for bad debt










25Decrease in allowance


(245
)


(148
)


Balance at end of year

$
321


$
566


$
714    3.
    Equipment,
    Software and Leasehold Improvements, net    2006


2005Furniture, equipment and software
    systems

$
44,296


$
44,072Leasehold improvements


5,738



6,286Total


50,034



50,358Less accumulated depreciation and
    amortization


40,126



42,169Equipment, software and leasehold
    improvements, net

$
9,908


$
8,189    33




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  3. Equipment,
    Software and Leasehold Improvements,
    net(Continued)
    4.
    Earnings
    Per Common Share      For the Fiscal Year Ended June 30,2006


2005


2004Basic earnings per common share:Net income

$
4,911


$
13,267


$
14,194Preferred stock dividends accrued






(889
)


(1,618
)Net income to common stockholders

$
4,911


$
12,378


$
12,576Weighted average common shares
    outstanding


11,966



15,112



15,097Net income per common share
    outstanding  basic

$
0.41


$
0.82


$
0.83Diluted earnings per common share:Net income

$
4,911


$
13,267


$
14,194Preferred stock dividends accrued






(889
)


(1,618
)Net income to common stockholders

$
4,911


$
12,378


$
12,576Weighted average common shares
    outstanding


11,966



15,112



15,097Effect of dilutive securities:Stock options and restricted stock
    grants


348



110



4Weighted average common shares
    outstanding


12,314



15,222



15,101Net income per common share
    outstanding  diluted

$
0.40


$
0.81


$
0.83     5.
    Credit
    Facility Debt   34




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Credit
    Facility Debt(Continued)              35




---



##### Table of Contents



GRUBB & ELLIS COMPANY  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Credit
    Facility Debt(Continued)      For the TrailingFour Quarters Ended

Amounts not to Exceed(in 000s)June 30, 2006

$
6,500September 30, 2006


15,000December 31, 2006


20,000March 31, 2007


20,000June 30 2007


20,000September 30, 2007


15,000thereafter


7,500     6.
    Credit
    Facility DebtAffiliate    and/or
    7.
    Note PayableAffiliate   36




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  7.
    Note Payable 
    Affiliate(Continued)    8.
    Repurchase
    of Common Stock    9.
    Secondary
    Offering  Form S-1
  10.
    Preferred
    Stock    Series A-1 Series A-1 Series A-1 Series A-1 Series A-1 Series A-1 Series A-1 Series A-1
 37




---



##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    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
  11.
    Income
    Taxes    2006


2005


2004CurrentFederal

$
3,437


$
4,475


$
1,371State and local


361



1,076



1503,798



5,551



1,521Deferred


(1,311
)


(5,703
)


(4,342
)Net provision (benefit)

$
2,487


$
(152
)

$
(2,821
)      38




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Income
    Taxes(Continued)      2006


2005


2004Federal statutory rate


34.0
%


34.0
%


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


1.5



7.9



6.9Meals and entertainment


7.0



2.9



2.9Executive compensation


5.8



0.6



0.0Change in valuation allowance


(22.8
)


(39.7
)


(69.0
)Other


8.1



(6.9
)


0.4Effective income tax rate


33.6
%


(1.2
)%


(24.8
)%       2006


2005Deferred tax assets:Federal NOL and credit
    carryforwards

$
1,275


$
3,586State NOL carryforwards


2,875



2,575Insurance reserves


2,262



2,597Compensation and benefits


1,040



561Rent concessions


1,417



326Commission and fee reserves


327



510Other


1,313



1,355Deferred tax assets


10,509



11,510Less valuation allowance


(2,703
)


(4,391
)7,806



7,119Deferred tax liabilities:Goodwill amortization


(3,639
)


(2,911
)Employee advances


(1,016
)


(538
)Other


(1,969
)


(170
)Deferred tax liabilities


(6,624
)


(3,619
)Net deferred tax assets

$
1,182


$
3,500   39




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   12.
    Stock
    Compensation Awards and 401(k) Plans  Restricted
    Stock Grants
    Stock
    Option Plans
    2006


2005


2004Shares


Exercise Price


Shares


Exercise Price


Shares


Exercise PriceStock options outstanding at the
    beginning of the year


1,445,152


$
0.92 to $16.44



1,329,023


$
0.92 to $16.44



1,601,091


$
2.00 to $16.44Granted


138,250


$
5.89 to $14.20



510,000


$
2.99 to $4.70



150,000


$
0.92Lapsed or canceled


(82,493
)

$
5.81 to $16.44



(376,371
)

$
3.75 to $13.50



(422,068
)

$
2.85 to $13.50Exercised


(272,864
)

$
0.92 to $11.31



(17,500
)

$
2.85







Stock options outstanding at the
    end 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 $16.44Exercisable at end of the year


785,544







866,068







1,103,356     Weighted


Weighted


WeightedAverage


Average


AverageYears


Exercise


ExerciseExercise




Remaining


Price-Outstanding


Price-ExercisablePrice

Shares


Life


Shares


Shares$ 2.00 to $ 4.70


571,000



8.36



4.47



4.18$ 5.44 to $ 8.94


332,695



4.37



6.61



6.68$11.13 to $14.20


324,350



2.52



11.53



11.271,228,045  40




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Stock
    Compensation Awards and 401(k) Plans(Continued)     2006


2005Exercise price:Granted

$
8.75


$
4.67Lapsed or canceled


11.43



8.67Exercised


3.08



2.85Outstanding at June 30


6.92



6.48Remaining life


5.74
years


6.19
years            41




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Stock
    Compensation Awards and 401(k) Plans(Continued)    Pro Forma2006


2005


2004Risk free interest rates


4.58
%


3.99
%


3.40
%Dividend yields


0
%


0
%


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


.828



.834



.795Weighted-average expected lives


5.00
years


5.00
years


6.00
years        42




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##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  12.
    Stock
    Compensation Awards and 401(k) Plans(Continued)    Pro formaFor the Fiscal Year Ended June 30,2005


2004Net income to common stockholders,
    as reported

$
12,378


$
12,576Add: 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
)


(172
)Pro forma net income to common
    stockholders

$
12,214


$
12,404Net earnings per weighted average
    common share outstanding:Basicas reported

$
0.82


$
0.83Basicpro forma

$
0.81


$
0.82Dilutedas reported

$
0.81


$
0.83Dilutedpro forma

$
0.80


$
0.82   Employee
    Stock Purchase Plan
    Stock
    Repurchase Plan
    13.
    Related
    Party Transactions  and/or
 43




---



##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Related
    Party Transactions(Continued)    2006


2005


2004Transaction feesKojaian Companies

$
550


$
485


$
330Archon


1,433



1,185



1,8191,983



1,670



2,149Management feesKojaian Companies


8,818



9,232



10,468Archon


923



1,842



3,6139,741



11,074



14,081Less: asset management feesKojaian Companies


2,874



2,957



3,191Archon


9



87



1746,858



8,030



10,716Total revenue

$
8,841


$
9,700


$
12,865       14.
    Commitments
    and Contingencies  Non-cancelable
    Operating Leases
        44




---



##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Commitments
    and Contingencies(Continued)  Year Ending June 30,

Lease Obligations2007

$
15,8212008


13,5062009


10,9352010


7,0532011


3,996Thereafter


9,168$
60,479     Environmental
  Form 10-Q
  Insolvent
    Insurance Provider
  Form 10-Q and/or
  and/or
 45




---



##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Commitments
    and Contingencies(Continued)   General
    15.
    Concentration
    of Credit Risk        16.
    Severance,
    Office Closure and Other Special Charges    17.
    Equity
    Method Investment  and/or
   46




---



##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  17.
    Equity
    Method Investment(Continued)  Rule 10b5-1
      60-day
    18.
    Segment
    Information       47




---



##### Table of Contents



GRUBB & ELLIS COMPANY
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  18.
    Segment
    Information(Continued)         Transaction


Management


CompanyServices


Services


Totals(Amounts in thousands)Fiscal 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



20,109Total Assets


65,606



15,317



80,923Goodwill, net


18,376



6,387



24,763Fiscal year ended June 30,
    2004Total Revenues

$
249,344


$
191,210


$
440,554EBITDA


22,105



1,433



23,538  48




---



##### Table of Contents



GRUBB & ELLIS COMPANY




NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|    |                                    
|--- | -----------------------------------
|18. | Segment
    Information(Continued)





Reconciliation
    of Segment EBITDA to Statements of Income (in
    thousands):




|                                |  |                            |        |   |      |   |        |      |  |   |        |  
|------------------------------- |  | -------------------------- | ------ | - | ---- | - | ------ | ---- |  | - | ------ | -
|                                |  | Fiscal Year Ended June 30, |       
|                                |  | 2006                       |        |   | 2005 |   |        | 2004 | 
|                               
|Total Segment EBITDA            |  | $                          | 16,476 |   |      | $ | 20,109 |      |  | $ | 23,538 |  
|Less:                           |  |                            |        |   |      |   |        |      |  |   |        |  
|Depreciation &
    amortization |  |                            | (7,748 | ) |      |   | (5,742 | )    |  |   | (6,736 | )
|Special charges                 |  |                            |       |   |      |   |       |      |  |   | (3,224 | )
|Net interest expense            |  |                            | (1,523 | ) |      |   | (1,252 | )    |  |   | (2,205 | )
|                                |  |                            |        |   |      |   |        |      |  |   |        |  
|Income before income taxes      |  | $                          | 7,205  |   |      | $ | 13,115 |      |  | $ | 11,373 |  
|                                |  |                            |        |   |      |   |        |      |  |   |        |  





Reconciliation
    of Segment Assets to Balance Sheet (in thousands):




|                         |  |                |        |  |      |   |        | 
|------------------------ |  | -------------- | ------ |  | ---- | - | ------ | 
|                         |  | As of June 30, |       
|                         |  | 2006           |        |  | 2005 |  
|                        
|Total segment assets     |  | $              | 88,815 |  |      | $ | 80,923 | 
|Current tax assets       |  |                | 1,281  |  |      |   | 197    | 
|Deferred tax assets      |  |                | 1,182  |  |      |   | 3,500  | 
|Equity method investment |  |                | 2,945  |  |      |   |       | 
|                         |  |                |        |  |      |   |        | 
|Total assets             |  | $              | 94,223 |  |      | $ | 84,620 | 
|                         |  |                |        |  |      |   |        | 



49



---



##### Table of Contents



GRUBB & ELLIS COMPANY




NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)




|    |                                    
|--- | -----------------------------------
|18. | Segment
    Information(Continued)







|    |                                                  
|--- | -------------------------------------------------
|19. | Selected
    Quarterly Financial Data (unaudited)



|                                                |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 
|----------------------------------------------- |  | ---------------------------------------- | ------------ |  | -------------- | - | ------------- | ------------- |  | - | -------------- | - |  | - | ------------- | 
|                                                |  | Fiscal Year Ended June 30, 2006          |             
|                                                |  | (in thousands, except per share amounts) |             
|                                                |  | First Quarter                            |              |  | Second Quarter |   |               | Third Quarter |  |   | Fourth Quarter |  
|                                               
|Operating revenue                               |  | $                                        | 120,737      |  |                | $ | 140,577       |               |  | $ | 109,237        |   |  | $ | 119,576       | 
|                                                |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 
|Operating income (loss)                         |  | $                                        | 2,523        |  |                | $ | 6,878         |               |  | $ | (3,555         | ) |  | $ | 2,882         | 
|                                                |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 
|Net income (loss) to common
    stockholders    |  | $                                        | 2,175        |  |                | $ | 4,991         |               |  | $ | (2,748         | ) |  | $ | 493           | 
|                                                |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 
|Income (loss) per common share:                 |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 
|Basic                                          |  | $                                        | 0.14         |  |                | $ | 0.37          |               |  | $ | (0.29          | ) |  | $ | 0.05          | 
|                                                |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 
|Weighted average common shares
    outstanding  |  |                                          | 15,116       |  |                |   | 13,611        |               |  |   | 9,490          |   |  |   | 9,579         | 
|                                                |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 
|Diluted                                        |  | $                                        | 0.14         |  |                | $ | 0.36          |               |  | $ | (0.29          | ) |  | $ | 0.05          | 
|                                                |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 
|Weighted average common shares
    outstanding  |  |                                          | 15,387       |  |                |   | 13,897        |               |  |   | 9,490          |   |  |   | 9,961         | 
|                                                |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 
|EBITDA                                          |  | $                                        | 4,001        |  |                | $ | 9,033         |               |  | $ | (2,098         | ) |  | $ | 5,540         | 
|                                                |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 
|Common stock market price range
    (high: low) |  | $                                        | 7.30 : $5.80 |  |                | $ | 12.05 : $5.55 |               |  | $ | 14.20 : $9.04  |   |  | $ | 14.50 : $9.00 | 
|                                                |  |                                          |              |  |                |   |               |               |  |   |                |   |  |   |               | 





|                                                |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 
|----------------------------------------------- |  | ---------------------------------------- | ------------ | - | -------------- | - | ------------ | ------------- |  | - | -------------- |  |  | - | ------------ | 
|                                                |  | Fiscal Year Ended June 30, 2005          |             
|                                                |  | (in thousands, except per share amounts) |             
|                                                |  | First Quarter                            |              |   | Second Quarter |   |              | Third Quarter |  |   | Fourth Quarter | 
|                                               
|Operating revenue                               |  | $                                        | 103,679      |   |                | $ | 135,580      |               |  | $ | 109,439        |  |  | $ | 114,837      | 
|                                                |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 
|Operating income (loss)                         |  | $                                        | (1,066       | ) |                | $ | 8,686        |               |  | $ | 1,393          |  |  | $ | 5,354        | 
|                                                |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 
|Net income (loss) to common
    stockholders    |  | $                                        | (1,818       | ) |                | $ | 7,852        |               |  | $ | 1,094          |  |  | $ | 5,250        | 
|                                                |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 
|Income (loss) per common share:                 |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 
|Basic                                          |  | $                                        | (0.12        | ) |                | $ | 0.52         |               |  | $ | 0.07           |  |  | $ | 0.35         | 
|                                                |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 
|Weighted average common shares
    outstanding  |  |                                          | 15,103       |   |                |   | 15,115       |               |  |   | 15,115         |  |  |   | 15,115       | 
|                                                |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 
|Diluted                                        |  | $                                        | (0.12        | ) |                | $ | 0.52         |               |  | $ | 0.07           |  |  | $ | 0.34         | 
|                                                |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 
|Weighted average common shares
    outstanding  |  |                                          | 15,103       |   |                |   | 15,232       |               |  |   | 15,205         |  |  |   | 15,282       | 
|                                                |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 
|EBITDA                                          |  | $                                        | 377          |   |                | $ | 10,151       |               |  | $ | 2,787          |  |  | $ | 6,794        | 
|                                                |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 
|Common stock market price range
    (high: low) |  | $                                        | 4.26 : $1.55 |   |                | $ | 5.20 : $3.60 |               |  | $ | 4.94 : $4.10   |  |  | $ | 7.00 : $4.75 | 
|                                                |  |                                          |              |   |                |   |              |               |  |   |                |  |  |   |              | 





50



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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures   51




---



##### Table of Contents



GRUBB &
    ELLIS COMPANY



PART III  Item 10.
    Directors
    and Executive Officers of the Registrant    Item 11.
    Executive
    Compensation    Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholders Matters    Item 13.
    Certain
    Relationships and Related Transactions    Item 14.
    Principal
    Accountant Fees and Services   52




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##### Table of Contents



GRUBB &
    ELLIS COMPANY



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)
  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:  (3)
    Articles
    of Incorporation and Bylaws  3
.1

Certificate of Incorporation of
    the Registrant, as restated November 1, 1994, 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 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, 2005.3
.8

Preferred Stock Exchange Agreement
    dated as of December 30, 2004 by and 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. 53




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##### Table of Contents



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 by and
    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 April 28, 2006.4
.2

Registration Rights Agreement
    dated as of April 28, 2006 by and between the Registrant,
    Kojaian Ventures, LLC and Kojaian Holdings, LLC, incorporated
    herein by reference to Exhibit 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, entered into by and
    among Grubb & Ellis Company, 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, by and among
    Grubb & Ellis Company, 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, 2006.4
.5

First Letter Amendment to the
    Amended and Restated Credit Agreement, dated as of June 16,
    2006, entered into by and 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

Registration Rights Agreement by
    and among the Registrant, Kojaian Ventures, L.L.C. and Kojaian
    Holdings L.L.C. dated as of April 28, 2006, incorporated
    herein by reference to Exhibit 4.7 to the Registrants
    Current Report on Form
    8-K filed on
    April 28, 2006.     (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*

Form of First Amendment to
    Employment Agreement entered into between Robert Osbrink and the
    Registrant dated as of September 7, 2005.10
.3*

Employment Agreement, dated as of
    January 1, 2005, by and 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,
    effective March 8, 2005 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, Chief Financial Officer, 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. 54




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##### Table of Contents



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, 1999.10
.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, 2001.10
.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
    by and 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
    Exchange Agreement by and 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, effective April 17, 2006, 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.   *
    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 55




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##### Table of Contents



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

September 28, 2006     /s/  Mark
    E. RoseMark
    E. Rose
    Chief Executive Officer and Director
    (Principal Executive Officer)

September 28, 2006/s/  Shelby
    E. SherardShelby
    E. Sherard
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

September 28, 2006*R.
    David Anacker, Director

September 28, 2006*Anthony
    G. Antone, Director

September 28, 2006*C.
    Michael Kojaian, Director

September 28, 2006*Robert
    J. McLaughlin, Director

September 28, 2006*F.
    Joseph Moravec, Director

September 28, 2006*Rodger
    D. Young, Director

September 28, 2006/s/  Mark
    E. Rose  Attorney-in-Fact,
 56




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##### Table of Contents



Grubb &
    Ellis Company
  EXHIBIT INDEX
    (A)
 for the fiscal year ended June 30, 2006
  Exhibit(10)

Material Contracts10.17

Employment Agreement entered
    into on April 1, 2006, between Frances P. Lewis and the
    Registrant.(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(A)

Exhibits incorporated by reference
    are listed in Item 14(a) 3 of this Report  57