CONSOLIDATING GUARANTOR AND NON-GUARANTOR FINANCIAL INFORMATION

Griffon’s Senior Notes are fully and unconditionally guaranteed, jointly and severally, on a senior secured basis by the domestic assets of Clopay Building Products Company, Inc., Clopay Plastic Products Company, Inc., Telephonics Corporation, The AMES Companies, Inc., ATT Southern, Inc. and Clopay Ames True Temper Holding Corp., all of which are indirectly 100% owned by Griffon. In accordance with Rule 3-10 of Regulation S-X promulgated under the Securities Act of 1933, presented below are condensed consolidating financial information as of March 31, 2016 and September 30, 2015 and for the three and six months ended March 31, 2016 and 2015. The financial information may not necessarily be indicative of the results of operations or financial position of the guarantor companies or non-guarantor companies had they operated as independent entities. The guarantor companies and the non-guarantor companies include the consolidated financial results of their wholly-owned subsidiaries accounted for under the equity method.

The indenture relating to the Senior Notes (the “Indenture”) contains terms providing that, under certain limited circumstances, a guarantor will be released from its obligations to guarantee the Senior Notes. These circumstances include (i) a sale of at least a majority of the stock, or all or substantially all the assets, of the subsidiary guarantor as permitted by the Indenture; (ii) a public equity offering of a subsidiary guarantor that qualifies as a “Minority Business” as defined in the Indenture (generally, a business the EBITDA of which constitutes less than 50% of the segment adjusted EBITDA of the Company for the most recently ended four fiscal quarters), and that meets certain other specified conditions as set forth in the Indenture; (iii) the designation of a guarantor as an “unrestricted subsidiary” as defined in the Indenture, in compliance with the terms of the Indenture; (iv) Griffon exercising its right to defease the Senior Notes, or to otherwise discharge its obligations under the Indenture, in each case in accordance with the terms of the Indenture; and (v) upon obtaining the requisite consent of the holders of the Senior Notes.

CONDENSED CONSOLIDATING BALANCE SHEETS

At March 31, 2016



	Parent Company		Guarantor Companies		Non-Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	2,955	$	16,593	$	34,734	$	—		$	54,282
Accounts receivable, net of allowances	—		229,666		59,488		(27,993		)	261,161
Contract costs and recognized income not yet billed, net of progress payments	—		107,937		543		—			108,480
Inventories, net	—		235,067		76,500		—			311,567
Prepaid and other current assets	25,050		25,906		12,752		(10,686		)	53,022
Assets of discontinued operations	—		—		1,325		—			1,325
Total Current Assets	28,005		615,169		185,342		(38,679		)	789,837
PROPERTY, PLANT AND EQUIPMENT, net	1,095		287,972		97,042		—			386,109
GOODWILL	—		284,875		75,219		—			360,094
INTANGIBLE ASSETS, net	—		150,186		64,547		—			214,733
INTERCOMPANY RECEIVABLE	593,980		841,728		287,600		(1,723,308		)	—
EQUITY INVESTMENTS IN SUBSIDIARIES	776,215		651,130		1,770,747		(3,198,092		)	—
OTHER ASSETS	41,813		32,858		11,592		(60,781		)	25,482
ASSETS OF DISCONTINUED OPERATIONS	—		—		2,259		—			2,259
Total Assets	$	1,441,108	$	2,863,918	$	2,494,348	$	(5,020,860	)	$	1,778,514
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	2,736	$	2,304	$	14,177	$	—		$	19,217
Accounts payable and accrued liabilities	36,674		184,884		73,282		(34,214		)	260,626
Liabilities of discontinued operations	—		—		1,924		—			1,924
Total Current Liabilities	39,410		187,188		89,383		(34,214		)	281,767

LONG-TERM DEBT, net	848,962		19,972		53,629		—			922,563
INTERCOMPANY PAYABLES	68,143		821,631		804,601		(1,694,375		)	—
OTHER LIABILITIES	59,212		124,681		33,907		(72,217		)	145,583
LIABILITIES OF DISCONTINUED OPERATIONS	—		—		3,220		—			3,220
Total Liabilities	1,015,727		1,153,472		984,740		(1,800,806		)	1,353,133
SHAREHOLDERS’ EQUITY	425,381		1,710,446		1,509,608		(3,220,054		)	425,381
Total Liabilities and Shareholders’ Equity	$	1,441,108	$	2,863,918	$	2,494,348	$	(5,020,860	)	$	1,778,514

CONDENSED CONSOLIDATING BALANCE SHEETS

At September 30, 2015



	Parent Company		Guarantor Companies		Non-Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	2,440	$	10,671	$	38,890	$	—		$	52,001
Accounts receivable, net of allowances	—		178,830		61,772		(21,847		)	218,755
Contract costs and recognized income not yet billed, net of progress payments	—		103,879		16		—			103,895
Inventories, net	—		257,929		67,880		—			325,809
Prepaid and other current assets	23,493		27,584		12,488		(8,479		)	55,086
Assets of discontinued operations	—		—		1,316		—			1,316
Total Current Assets	25,933		578,893		182,362		(30,326		)	756,862

PROPERTY, PLANT AND EQUIPMENT, net	1,108		286,854		92,010		—			379,972
GOODWILL	—		284,875		71,366		—			356,241
INTANGIBLE ASSETS, net	—		152,412		61,425		—			213,837
INTERCOMPANY RECEIVABLE	542,297		904,840		263,480		(1,710,617		)	—
EQUITY INVESTMENTS IN SUBSIDIARIES	745,262		644,577		1,740,889		(3,130,728		)	—
OTHER ASSETS	41,774		30,203		9,959		(59,590		)	22,346
ASSETS OF DISCONTINUED OPERATIONS	—		—		2,175		—			2,175
Total Assets	$	1,356,374	$	2,882,654	$	2,423,666	$	(4,931,261	)	$	1,731,433
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	2,202	$	3,842	$	10,549	$	—		$	16,593
Accounts payable and accrued liabilities	30,158		222,758		72,843		(20,951		)	304,808
Liabilities of discontinued operations	—		—		2,229		—			2,229
Total Current Liabilities	32,360		226,600		85,621		(20,951		)	323,630
LONG-TERM DEBT, net	752,839		17,116		57,021		—			826,976
INTERCOMPANY PAYABLES	76,477		831,345		775,120		(1,682,942		)	—
OTHER LIABILITIES	64,173		126,956		28,428		(72,634		)	146,923
LIABILITIES OF DISCONTINUED OPERATIONS	—		—		3,379		—			3,379
Total Liabilities	925,849		1,202,017		949,569		(1,776,527		)	1,300,908
SHAREHOLDERS’ EQUITY	430,525		1,680,637		1,474,097		(3,154,734		)	430,525
Total Liabilities and Shareholders’ Equity	$	1,356,374	$	2,882,654	$	2,423,666	$	(4,931,261	)	$	1,731,433

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended March 31, 2016



($ in thousands)	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	406,989		$	100,614		$	(7,496	)	$	500,107
Cost of goods and services	—			313,203			80,493			(7,746		)	385,950
Gross profit	—			93,786			20,121			250			114,157
Selling, general and administrative expenses	6,530			66,197			18,952			(93		)	91,586
Total operating expenses	6,530			66,197			18,952			(93		)	91,586

Income (loss) from operations	(6,530		)	27,589			1,169			343			22,571

Other income (expense)
Interest income (expense), net	(2,696		)	(7,752		)	(1,900		)	—			(12,348		)
Other, net	18			904			(964		)	(343		)	(385		)
Total other income (expense)	(2,678		)	(6,848		)	(2,864		)	(343		)	(12,733		)
Income (loss) before taxes	(9,208		)	20,741			(1,695		)	—			9,838
Provision (benefit) for income taxes	(3,650		)	8,012			(619		)	—			3,743
Income (loss) before equity in net income of subsidiaries	(5,558		)	12,729			(1,076		)	—			6,095
Equity in net income (loss) of subsidiaries	11,653			(1,108		)	12,730			(23,275		)	—
Net income (loss)	$	6,095		$	11,621		$	11,654		$	(23,275	)	$	6,095

Net Income (loss)	$	6,095		$	11,621		$	11,654		$	(23,275	)	$	6,095
Other comprehensive income (loss), net of taxes	12,420			2,062			10,358			(12,420		)	12,420
Comprehensive income (loss)	$	18,515		$	13,683		$	22,012		$	(35,695	)	$	18,515

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended March 31, 2015



($ in thousands)	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	400,042		$	113,206		$	(13,228	)	$	500,020
Cost of goods and services	—			306,625			91,320			(12,300		)	385,645
Gross profit	—			93,417			21,886			(928		)	114,375
Selling, general and administrative expenses	5,301			71,970			17,349			(1,054		)	93,566
Income (loss) from operations	(5,301		)	21,447			4,537			126			20,809
Other income (expense)
Interest income (expense), net	(2,224		)	(7,698		)	(1,935		)	—			(11,857		)
Loss from debt extinguishment, net	—			—			—			—			—
Other, net	521			1,615			(2,767		)	(126		)	(757		)
Total other income (expense)	(1,703		)	(6,083		)	(4,702		)	(126		)	(12,614		)
Income (loss) before taxes	(7,004		)	15,364			(165		)	—			8,195
Provision (benefit) for income taxes	(1,984		)	3,062			1,995			—			3,073
Income (loss) before equity in net income of subsidiaries	(5,020		)	12,302			(2,160		)	—			5,122
Equity in net income (loss) of subsidiaries	10,142			(735		)	12,302			(21,709		)	—
Net income (loss)	$	5,122		$	11,567		$	10,142		$	(21,709	)	$	5,122

Net Income (loss)	$	5,122		$	11,567		$	10,142		$	(21,709	)	$	5,122
Other comprehensive income (loss), net of taxes	(30,019		)	(12,075		)	(18,389		)	30,464			(30,019		)
Comprehensive income (loss)	$	(24,897	)	$	(508	)	$	(8,247	)	$	8,755		$	(24,897	)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended March 31, 2016



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	796,249		$	213,346		$	(15,339	)	$	994,256
Cost of goods and services	—			611,587			168,389			(15,982		)	763,994
Gross profit	—			184,662			44,957			643			230,262
Selling, general and administrative expenses	12,928			132,144			37,998			(185		)	182,885
Total operating expenses	12,928			132,144			37,998			(185		)	182,885
Income (loss) from operations	(12,928		)	52,518			6,959			828			47,377
Other income (expense)
Interest income (expense), net	(4,952		)	(15,541		)	(3,867		)	—			(24,360		)
Other, net	211			1,920			(1,133		)	(828		)	170
Total other income (expense)	(4,741		)	(13,621		)	(5,000		)	(828		)	(24,190		)
Income (loss) before taxes	(17,669		)	38,897			1,959			—			23,187
Provision (benefit) for income taxes	(9,447		)	16,829			1,114			—			8,496
Income (loss) before equity in net income of subsidiaries	(8,222		)	22,068			845			—			14,691
Equity in net income (loss) of subsidiaries	22,913			821			22,068			(45,802		)	—
Net income (loss)	$	14,691		$	22,889		$	22,913		$	(45,802	)	$	14,691

Net Income (loss)	$	14,691		$	22,889		$	22,913		$	(45,802	)	$	14,691
Other comprehensive income (loss), net of taxes	8,442			2,201			6,241			(8,442		)	8,442
Comprehensive income (loss)	$	23,133		$	25,090		$	29,154		$	(54,244	)	$	23,133

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Six Months Ended March 31, 2015



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	778,156		$	252,087		$	(28,063	)	$	1,002,180
Cost of goods and services	—			595,995			199,594			(25,773		)	769,816
Gross profit	—			182,161			52,493			(2,290		)	232,364
Selling, general and administrative expenses	10,821			141,527			37,448			(2,334		)	187,462
Total operating expenses	10,821			141,527			37,448			(2,334		)	187,462
Income (loss) from operations	(10,821		)	40,634			15,045			44			44,902
Other income (expense)
Interest income (expense), net	(4,128		)	(15,125		)	(4,241		)	—			(23,494		)
Loss from debt extinguishment, net	—			—			—			—			—
Other, net	567			2,910			(4,641		)	(44		)	(1,208		)
Total other income (expense)	(3,561		)	(12,215		)	(8,882		)	(44		)	(24,702		)
Income (loss) before taxes	(14,382		)	28,419			6,163			—			20,200
Provision (benefit) for income taxes	(5,465		)	10,799			2,273			—			7,607
Income (loss) before equity in net income of subsidiaries	(8,917		)	17,620			3,890			—			12,593
Equity in net income (loss) of subsidiaries	21,510			5,301			17,620			(44,431		)	—
Net income (loss)	$	12,593		$	22,921		$	21,510		$	(44,431	)	$	12,593

Net Income (loss)	$	12,593		$	22,921		$	21,510		$	(44,431	)	$	12,593
Other comprehensive income (loss), net of taxes	(46,202		)	(16,655		)	(29,220		)	45,875			(46,202		)
Comprehensive income (loss)	$	(33,609	)	$	6,266		$	(7,710	)	$	1,444		$	(33,609	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Six Months Ended March 31, 2016



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	14,691		$	22,889		$	22,913		$	(45,802	)	$	14,691
Net cash provided by (used in) operating activities:	(57,752		)	51,805			539			—			(5,408		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(186		)	(37,970		)	(7,796		)	—			(45,952		)
Acquired businesses, net of cash acquired	—			(2,726		)	(1,744		)	—			(4,470		)
Proceeds from sale of investments	715			—						—			715
Proceeds from sale of assets	—			764			104			—			868
Net cash provided by (used in) investing activities	529			(39,932		)	(9,436		)	—			(48,839		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of shares for treasury	(33,640		)	—			—			—			(33,640		)
Proceeds from long-term debt	115,000			2,361			22,243			—			139,604
Payments of long-term debt	(20,601		)	(1,064		)	(24,658		)	—			(46,323		)
Change in short-term borrowings	—			—			(191		)	—			(191		)
Financing costs	(1,012		)	—			(108		)	—			(1,120		)
Tax benefit from exercise/vesting of equity awards, net	2,291			—			—			—			2,291
Dividends paid	(4,508		)	—			—			—			(4,508		)
Other, net	208			(7,248		)	7,248			—			208
Net cash provided by (used in) financing activities	57,738			(5,951		)	4,534			—			56,321
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations	—			—			(578		)	—			(578		)
Effect of exchange rate changes on cash and equivalents	—			—			785			—			785
NET DECREASE IN CASH AND EQUIVALENTS	515			5,922			(4,156		)	—			2,281
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	2,440			10,671			38,890			—			52,001
CASH AND EQUIVALENTS AT END OF PERIOD	$	2,955		$	16,593		$	34,734		$	—		$	54,282

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Six Months Ended March 31, 2015



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	12,593		$	22,921		$	21,510		$	(44,431	)	$	12,593
Net cash provided by (used in) operating activities:	(49,888		)	(451		)	7,288			—			(43,051		)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(188		)	(30,584		)	(8,941		)	—			(39,713		)
Intercompany distributions	10,000			(10,000		)	—			—			—
Investment purchases	8,891			—			—			—			8,891
Proceeds from sale of assets	—			12			165			—			177
Net cash provided by (used in) investing activities	18,703			(40,572		)	(8,776		)	—			(30,645		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	285			—			—			—			285
Purchase of shares for treasury	(37,577		)	—			—			—			(37,577		)
Proceeds from long-term debt	97,000			—			2,556			—			99,556
Payments of long-term debt	(28,101		)	(717		)	(607		)	—			(29,425		)
Change in short-term borrowings	—			—			(572		)	—			(572		)
Financing costs	(590		)	—			—			—			(590		)
Tax benefit from exercise/vesting of equity awards, net	345			—			—			—			345
Dividends paid	(3,911		)	—			—			—			(3,911		)
Other, net	95			21,021			(21,021		)	—			95
Net cash provided by (used in) financing activities	27,546			20,304			(19,644		)	—			28,206
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations	—			—			(545		)	—			(545		)
Effect of exchange rate changes on cash and equivalents	—			—			(3,768		)	—			(3,768		)
NET DECREASE IN CASH AND EQUIVALENTS	(3,639		)	(20,719		)	(25,445		)	—			(49,803		)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	6,813			31,522			54,070			—			92,405
CASH AND EQUIVALENTS AT END OF PERIOD	$	3,174		$	10,803		$	28,625		$	—		$	42,602