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 June 30, 2016 and September 30, 2015 and for the three and nine months ended June 30, 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 June 30, 2016



	Parent Company		Guarantor Companies		Non-Guarantor Companies		Elimination			Consolidation
CURRENT ASSETS
Cash and equivalents	$	22,699	$	8,691	$	37,226	$	—		$	68,616
Accounts receivable, net of allowances	—		195,787		56,022		(29,041		)	222,768
Contract costs and recognized income not yet billed, net of progress payments	—		121,352		239		—			121,591
Inventories, net	—		240,544		73,508		—			314,052
Prepaid and other current assets	34,652		30,343		14,408		(15,441		)	63,962
Assets of discontinued operations	—		—		1,301		—			1,301
Total Current Assets	57,351		596,717		182,704		(44,482		)	792,290
PROPERTY, PLANT AND EQUIPMENT, net	1,026		289,928		97,195		—			388,149
GOODWILL	—		284,875		75,380		—			360,255
INTANGIBLE ASSETS, net	—		149,073		62,608		—			211,681
INTERCOMPANY RECEIVABLE	553,059		799,370		292,743		(1,645,172		)	—
EQUITY INVESTMENTS IN SUBSIDIARIES	808,951		661,936		1,805,573		(3,276,460		)	—
OTHER ASSETS	6,854		8,999		24,312		(14,946		)	25,219
ASSETS OF DISCONTINUED OPERATIONS	—		—		2,047		—			2,047
Total Assets	$	1,427,241	$	2,790,898	$	2,542,562	$	(4,981,060	)	$	1,779,641
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	2,735	$	2,304	$	12,737	$	—		$	17,776
Accounts payable and accrued liabilities	53,989		177,862		83,597		(44,817		)	270,631
Liabilities of discontinued operations	—		—		1,600		—			1,600
Total Current Liabilities	56,724		180,166		97,934		(44,817		)	290,007

LONG-TERM DEBT, net	848,004		19,424		46,410		—			913,838
INTERCOMPANY PAYABLES	68,957		743,810		815,214		(1,627,981		)	—
OTHER LIABILITIES	33,529		105,679		22,224		(8,378		)	153,054
LIABILITIES OF DISCONTINUED OPERATIONS	—		—		2,715		—			2,715
Total Liabilities	1,007,214		1,049,079		984,497		(1,681,176		)	1,359,614
SHAREHOLDERS’ EQUITY	420,027		1,741,819		1,558,065		(3,299,884		)	420,027
Total Liabilities and Shareholders’ Equity	$	1,427,241	$	2,790,898	$	2,542,562	$	(4,981,060	)	$	1,779,641

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 June 30, 2016



($ in thousands)	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	369,235		$	100,420		$	(7,455	)	$	462,200
Cost of goods and services	—			267,804			82,914			(7,875		)	342,843
Gross profit	—			101,431			17,506			420			119,357
Selling, general and administrative expenses	6,646			64,735			17,591			(92		)	88,880
Restructuring and other related charges	—			1,299			4,601			—			5,900
Total operating expenses	6,646			66,034			22,192			(92		)	94,780

Income (loss) from operations	(6,646		)	35,397			(4,686		)	512			24,577

Other income (expense)
Interest income (expense), net	(3,347		)	(7,656		)	(1,957		)	—			(12,960		)
Other, net	67			714			(127		)	(512		)	142
Total other income (expense)	(3,280		)	(6,942		)	(2,084		)	(512		)	(12,818		)
Income (loss) before taxes	(9,926		)	28,455			(6,770		)	—			11,759
Provision (benefit) for income taxes	12,946			7,167			(15,950		)	—			4,163
Income (loss) before equity in net income of subsidiaries	(22,872		)	21,288			9,180			—			7,596
Equity in net income (loss) of subsidiaries	30,468			7,454			21,288			(59,210		)	—
Net income (loss)	$	7,596		$	28,742		$	30,468		$	(59,210	)	$	7,596

Net Income (loss)	$	7,596		$	28,742		$	30,468		$	(59,210	)	$	7,596
Other comprehensive income (loss), net of taxes	2,469			(2,652		)	4,920			(2,268		)	2,469
Comprehensive income (loss)	$	10,065		$	26,090		$	35,388		$	(61,478	)	$	10,065

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Three Months Ended June 30, 2015



($ in thousands)	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	416,433		$	110,204		$	(14,943	)	$	511,694
Cost of goods and services	—			310,578			85,841			(8,214		)	388,205
Gross profit	—			105,855			24,363			(6,729		)	123,489
Selling, general and administrative expenses	5,978			73,190			24,286			(7,879		)	95,575
Income (loss) from operations	(5,978		)	32,665			77			1,150			27,914
Other income (expense)
Interest income (expense), net	(2,402		)	(7,770		)	(1,978		)	—			(12,150		)
Other, net	(26		)	2,075			30			(1,150		)	929
Total other income (expense)	(2,428		)	(5,695		)	(1,948		)	(1,150		)	(11,221		)
Income (loss) before taxes	(8,406		)	26,970			(1,871		)	—			16,693
Provision (benefit) for income taxes	(3,194		)	9,726			(732		)	—			5,800
Income (loss) before equity in net income of subsidiaries	(5,212		)	17,244			(1,139		)	—			10,893
Equity in net income (loss) of subsidiaries	16,105			(1,206		)	17,244			(32,143		)	—
Net income (loss)	$	10,893		$	16,038		$	16,105		$	(32,143	)	$	10,893

Net Income (loss)	$	10,893		$	16,038		$	16,105		$	(32,143	)	$	10,893
Other comprehensive income (loss), net of taxes	5,363			2,077			3,258			(5,335		)	5,363
Comprehensive income (loss)	$	16,256		$	18,115		$	19,363		$	(37,478	)	$	16,256

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Nine Months Ended June 30, 2016



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	1,165,484		$	313,766		$	(22,794	)	$	1,456,456
Cost of goods and services	—			879,391			251,303			(23,857		)	1,106,837
Gross profit	—			286,093			62,463			1,063			349,619
Selling, general and administrative expenses	19,574			196,879			55,589			(277		)	271,765
Restructuring and other related charges	—			1,299			4,601			—			5,900
Total operating expenses	19,574			198,178			60,190			(277		)	277,665
Income (loss) from operations	(19,574		)	87,915			2,273			1,340			71,954
Other income (expense)
Interest income (expense), net	(8,299		)	(23,197		)	(5,824		)	—			(37,320		)
Other, net	278			2,634			(1,260		)	(1,340		)	312
Total other income (expense)	(8,021		)	(20,563		)	(7,084		)	(1,340		)	(37,008		)
Income (loss) before taxes	(27,595		)	67,352			(4,811		)	—			34,946
Provision (benefit) for income taxes	3,499			23,996			(14,836		)	—			12,659
Income (loss) before equity in net income of subsidiaries	(31,094		)	43,356			10,025			—			22,287
Equity in net income (loss) of subsidiaries	53,381			8,275			43,356			(105,012		)	—
Net income (loss)	$	22,287		$	51,631		$	53,381		$	(105,012	)	$	22,287

Net Income (loss)	$	22,287		$	51,631		$	53,381		$	(105,012	)	$	22,287
Other comprehensive income (loss), net of taxes	10,911			(451		)	11,161			(10,710		)	10,911
Comprehensive income (loss)	$	33,198		$	51,180		$	64,542		$	(115,722	)	$	33,198

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)

For the Nine Months Ended June 30, 2015



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
Revenue	$	—		$	1,194,589		$	362,291		$	(43,006	)	$	1,513,874
Cost of goods and services	—			906,573			285,435			(33,987		)	1,158,021
Gross profit	—			288,016			76,856			(9,019		)	355,853
Selling, general and administrative expenses	16,799			214,717			61,734			(10,213		)	283,037
Total operating expenses	16,799			214,717			61,734			(10,213		)	283,037
Income (loss) from operations	(16,799		)	73,299			15,122			1,194			72,816
Other income (expense)
Interest income (expense), net	(6,530		)	(22,895		)	(6,219		)	—			(35,644		)
Loss from debt extinguishment, net	—			—			—			—			—
Other, net	541			4,985			(4,611		)	(1,194		)	(279		)
Total other income (expense)	(5,989		)	(17,910		)	(10,830		)	(1,194		)	(35,923		)
Income (loss) before taxes	(22,788		)	55,389			4,292			—			36,893
Provision (benefit) for income taxes	(8,659		)	20,525			1,541			—			13,407
Income (loss) before equity in net income of subsidiaries	(14,129		)	34,864			2,751			—			23,486
Equity in net income (loss) of subsidiaries	37,615			4,095			34,864			(76,574		)	—
Net income (loss)	$	23,486		$	38,959		$	37,615		$	(76,574	)	$	23,486

Net Income (loss)	$	23,486		$	38,959		$	37,615		$	(76,574	)	$	23,486
Other comprehensive income (loss), net of taxes	(40,839		)	(14,578		)	(25,962		)	40,540			(40,839		)
Comprehensive income (loss)	$	(17,353	)	$	24,381		$	11,653		$	(36,034	)	$	(17,353	)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Nine Months Ended June 30, 2016



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	22,287		$	51,631		$	53,381		$	(105,012	)	$	22,287
Net cash provided by (used in) operating activities:	(15,620		)	54,730			18,445			—			57,555
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(221		)	(51,494		)	(11,532		)	—			(63,247		)
Acquired businesses, net of cash acquired	—			(2,726		)	(1,744		)	—			(4,470		)
Proceeds from sale of investments	715			—						—			715
Proceeds from sale of assets	—			757			157			—			914
Net cash provided by (used in) investing activities	494			(53,463		)	(13,119		)	—			(66,088		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Purchase of shares for treasury	(50,771		)	—			—			—			(50,771		)
Proceeds from long-term debt	238,450			2,336			22,463			—			263,249
Payments of long-term debt	(143,785		)	(1,599		)	(32,589		)	—			(177,973		)
Change in short-term borrowings	—			—			(45		)	—			(45		)
Financing costs	(4,028		)	—			(107		)	—			(4,135		)
Tax benefit from exercise/vesting of equity awards, net	2,291			—			—			—			2,291
Dividends paid	(6,686		)	—			—			—			(6,686		)
Other, net	(86		)	(3,984		)	3,984			—			(86		)
Net cash provided by (used in) financing activities	35,385			(3,247		)	(6,294		)	—			25,844
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations	—			—			(1,152		)	—			(1,152		)
Effect of exchange rate changes on cash and equivalents	—			—			456			—			456
NET DECREASE IN CASH AND EQUIVALENTS	20,259			(1,980		)	(1,664		)	—			16,615
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	2,440			10,671			38,890			—			52,001
CASH AND EQUIVALENTS AT END OF PERIOD	$	22,699		$	8,691		$	37,226		$	—		$	68,616

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

For the Nine Months Ended June 30, 2015



	Parent Company			Guarantor Companies			Non-Guarantor Companies			Elimination			Consolidation
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)	$	23,486		$	38,959		$	37,615		$	(76,574	)	$	23,486
Net cash provided by (used in) operating activities:	4,582			16,063			8,941			—			29,586
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property, plant and equipment	(203		)	(40,918		)	(14,244		)	—			(55,365		)
Acquired businesses, net of cash acquired	—			(2,225		)	—			—			(2,225		)
Intercompany distributions	10,000			(10,000		)	—			—			—
Investment purchases	8,891			—			—			—			8,891
Proceeds from sale of assets	—			90			185			—			275
Net cash provided by (used in) investing activities	18,688			(53,053		)	(14,059		)	—			(48,424		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock	371			—			—			—			371
Purchase of shares for treasury	(58,218		)	—			—			—			(58,218		)
Proceeds from long-term debt	112,000			116			9,407			—			121,523
Payments of long-term debt	(73,652		)	(1,009		)	(5,834		)	—			(80,495		)
Change in short-term borrowings	—			—			(81		)	—			(81		)
Financing costs	(592		)	—			—			—			(592		)
Tax benefit from exercise/vesting of equity awards, net	345			—			—			—			345
Dividends paid	(5,807		)	—			—			—			(5,807		)
Other, net	206			19,254			(19,254		)	—			206
Net cash provided by (used in) financing activities	(25,347		)	18,361			(15,762		)	—			(22,748		)
CASH FLOWS FROM DISCONTINUED OPERATIONS:
Net cash used in discontinued operations	—			—			(830		)	—			(830		)
Effect of exchange rate changes on cash and equivalents	—			—			(4,034		)	—			(4,034		)
NET DECREASE IN CASH AND EQUIVALENTS	(2,077		)	(18,629		)	(25,744		)	—			(46,450		)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD	6,813			31,522			54,070			—			92,405
CASH AND EQUIVALENTS AT END OF PERIOD	$	4,736		$	12,893		$	28,326		$	—		$	45,955