EXHIBIT 99.2

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

(In thousands, except per share data)

On October 2, 2017, Griffon Corporation (“Griffon”) completed the acquisition of ClosetMaid, a market leader of home storage and organization products, for approximately $200,000, or $175,000 inclusive of the net present value of tax benefits under the current tax law. ClosetMaid adds to Griffon’s Home and Building Products segment, complementing and diversifying Griffon’s portfolio of leading consumer brands and products.

The following unaudited pro forma condensed combined financial information is based on Griffon’s and Closetmaid’s historical consolidated financial statements and has been prepared and adjusted to give effect to the ClosetMaid acquisition and related financing transactions.

The unaudited pro forma condensed combined statements of operations for the year ended September 30, 2017 give effect to the ClosetMaid acquisition as if it had occurred on October 1, 2016. The unaudited pro forma condensed combined balance sheet as of September 30, 2017 gives effect to the ClosetMaid acquisition as if it had occurred on September 30, 2017.

The pro forma condensed combined financial information contained herein is provided for information purposes only and does not necessarily reflect what the combined company’s financial condition or results of operations would have been had the ClosetMaid acquisition occurred on the dates indicated. They also may not be useful in predicting, and are not intended to project, the future financial condition and results of operations of the combined company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors, and do not reflect all of the costs, benefits and synergies, or any anticipated tax benefits, that may be incurred or realized as a result of the ClosetMaid acquisition.

The unaudited pro forma financial statements reflect adjustments to give effect to pro forma events that are directly attributable to the ClosetMaid acquisition, factually supportable and, with respect to the pro forma statement of operations, expected to have a continuing impact on the operating results of the combined company. The pro forma adjustments included herein are based upon currently available information and certain assumptions that we believe are reasonable under the circumstances and which are set forth and fully described in the notes below. In addition, the unaudited pro forma condensed combined balance sheet includes pro forma purchase price allocations based upon preliminary estimates of the fair value of the assets acquired and liabilities assumed in connection with the ClosetMaid acquisition. These allocations are preliminary and may be adjusted in the future upon finalization of these preliminary estimates.

The pro forma condensed combined financial statements should be read in conjunction with, and are qualified in their entirety by reference to, the following information: (i) the notes to the unaudited pro forma condensed combined financial information below; (ii) Griffon’s audited financial statements as of and for the year ended September 30, 2017, which are included in our Annual Report on Form 10-K for the year then ended filed on November 20, 2017 and incorporated by reference into this filing; and, (iii) ClosetMaid’s audited financial statements as of September 30, 2016 and 2017 and for each of the years in the three-year period ended September 30, 2017, which are included in this filing.

GRIFFON CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED SEPTEMBER 30, 2017

(in thousands, except per share data)

	Historical
($ in thousands)	Griffon			ClosetMaid		Adjustments				Pro Forma Combined
Revenue	$	1,524,997		$	298,500	$	—			$	1,823,497
Cost of goods and services		1,116,881			215,000		—				1,331,881
Gross profit		408,116			83,500		—				491,616
Selling, general and administrative expenses		339,089			68,600		1,663		a		409,352
Restructuring and other related charges		—			900		—				900
Total operating expenses		339,089			69,500		1,663				410,252
Income from operations		69,027			14,000		(1,663	)			81,364
Other income (expense)
Interest (expense) income, net		(51,449	)		3,800		(18,996	)	b		(66,645	)
Other, net		(880	)		—		—				(880	)
Total other income (expense)		(52,329	)		3,800		(18,996	)			(67,525	)
Income before taxes from continuing operations		16,698			17,800		(20,659	)			13,839
Provision (benefit) for income taxes		(1,085	)		6,600		(7,658	)	c		(2,143	)
Income from continuing operations	$	17,783		$	11,200	$	(13,001	)		$	15,982
Discontinued operations:
Income from operations of discontinued businesses		22,276			—		—				22,276
Provision from income taxes		25,147			—		—				25,147
Loss from discontinued operations	$	(2,871	)	$	—	$	—			$	(2,871	)
Net Income	$	14,912		$	11,200	$	(13,001	)		$	13,111
Income from continuing operations	$	0.43								$	0.39
Income from discontinued operations		(0.07	)								(0.07	)
Basic earnings per common share	$	0.36								$	0.32
Weighted average shares outstanding		41,005									41,005
Income from continuing operations	$	0.41								$	0.37
Income from discontinued operations		(0.07	)								(0.07	)
Diluted earnings per common share	$	0.35								$	0.30
Weighted average shares outstanding		43,011									43,011

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

GRIFFON CORPORATION AND SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2017

	Historical								Pro Forma
($ in thousands)	Griffon		ClosetMaid		Adjustments				Combined
CURRENT ASSETS
Cash and equivalents	$	47,681	$	8,800	$	63,650		d	$	120,131
Accounts receivable, net of allowances		208,229		31,500		—				239,729
Contract costs and recognized income not yet billed, net of progress payments		131,662		—		—				131,662
Inventories, net		299,437		34,900		—				334,337
Prepaid and other current assets		40,067		12,700		(3,200	)	e		49,567
Assets of discontinued operations held for sale		370,724		—		—				370,724
Assets of discontinued operations not held for sale		329		—		—				329
Total Current Assets		1,098,129		87,900		60,450				1,246,479
PROPERTY, PLANT AND EQUIPMENT, net		232,135		32,700		11,434		e		276,269
GOODWILL		319,139		141,900		(63,399	)	f		397,640
INTANGIBLE ASSETS, net		205,127		1,300		71,165		e,f		277,592
OTHER ASSETS		16,051		400		3,200		e		19,651
ASSETS OF DISCONTINUED OPERATIONS NOT HELD FOR SALE		2,960		—		—				2,960
Total Assets	$	1,873,541	$	264,200	$	82,850			$	2,220,591
CURRENT LIABILITIES
Notes payable and current portion of long-term debt	$	11,078	$	1,700	$	—			$	12,778
Accounts payable		183,951		44,700		—				228,651
Accrued liabilities		83,258		13,800		1,243		g		98,301
Liabilities of discontinued operations held for sale		84,450		—		—				84,450
Liabilities of discontinued operations not held for sale		8,342		—		—				8,342
Total Current Liabilities		371,079		60,200		1,243				432,522
LONG-TERM DEBT, net of issuance costs		968,080		3,400		271,207		h		1,242,687
OTHER LIABILITIES		132,537		11,000		—				143,537
LIABILITIES OF DISCONTINUED OPERATIONS NOT HELD FOR SALE		3,037		—		—				3,037
Total Liabilities		1,474,733		74,600		272,450				1,821,783
SHAREHOLDERS’ EQUITY
Total Shareholders’ Equity		398,808		189,600		(189,600	)	i		398,808
Total Liabilities and Shareholders’ Equity	$	1,873,541	$	264,200	$	82,850			$	2,220,591

See Notes to Unaudited Pro Forma Condensed Combined Financial Statements.

NOTES TO UNAUDITEDPROFORMACONDENSEDCOMBINEDFINANCIALSTATEMENTS

1. Description of ClosetMaid Acquisition

On October 2, 2017, Griffon completed the acquisition of ClosetMaid, a market leader of home storage and organization products, for approximately $200,000, or $175,000 inclusive of the net present value of tax benefits. ClosetMaid adds to Griffon’s Home and Building Products segment, complementing and diversifying Griffon’s portfolio of leading consumer brands and products.

Griffon financed the acquisition of ClosetMaid, and payment of related fees and expenses, with an add-on offering of $275,000 aggregate principal amount of 5.25% Senior Notes due 2022 (the “New Notes”). The bonds were issued at a 1% premium. Griffon will use the remaining proceeds for general corporate purposes (including, without limitation, to temporarily repay borrowings under its revolving credit facility).

Griffon’s SG&A expenses included $8,055 of acquisition costs in 2017 related to the ClosetMaid acquisition.

2. Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared to give effect to the completed ClosetMaid acquisition, which will be accounted for using the acquisition method of accounting. The unaudited pro forma condensed combined financial information was based on the historical financial statements of Griffon and ClosetMaid. All pro forma financial statements use Griffon’s period-end date.

The acquisition method of accounting under U.S. GAAP requires, among other things, that assets acquired and liabilities assumed be recognized at their fair values at the acquisition date. Fair value is defined under U.S. GAAP as “the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.” Market participants are assumed to be buyers and sellers in the principal (or most advantageous) market for the asset or liability. Fair value measurements for an asset assume the highest and best use by these market participants. Fair value measurements can be highly subjective and it is possible that other professionals, applying reasonable judgment to the same facts and circumstances, could develop and support a range of alternative estimated amounts.

We have made initial, preliminary fair value estimates of the assets to be acquired and liabilities to be assumed from ClosetMaid for the purposes of presenting these unaudited pro forma condensed combined financial statements. Consequently, the recorded assets and liabilities on ClosetMaid’s financial statements, along with our initial fair value estimates, were added to those of Griffon. Financial statements and reported results of operations of Griffon for periods following completion of the acquisition may reflect different values, and the related depreciation and amortization thereof, after Griffon completes the process of valuing the assets acquired and liabilities assumed. However, any adjustments will not be retroactively restated to reflect the historical financial position or results of operations of ClosetMaid for periods prior to the acquisition.

Acquisition-related transaction costs (e.g., advisory, legal, valuation, other professional fees) and certain acquisition-related restructuring charges impacting the acquired company are not included as a component of consideration transferred, but are accounted for as expenses in the periods in which the costs are incurred. The unaudited pro forma condensed combined financial statements reflect acquisition-related transaction costs incurred by Griffon, as noted above. The unaudited pro forma condensed combined financial statements reflect no restructuring and integration charges that may be incurred in connection with the acquisition.

Certainimmaterialreclassificationswere madetotheoverallpresentationofClosetMaid’sfinancialstatements toconformtoGriffon’spresentation.

3. Accounting Policies

Griffon has not identified any differences in accounting policies that would have a material impact on the condensed combined financial statements except as detailed below.

4. Assets Acquired and Liabilities Assumed

The estimated assets acquired and the liabilities assumed by Griffon in the acquisition of ClosetMaid, reconciled to the consideration transferred, are provided below:

	As of September 30, 2017
Allocation of purchase price to the fair value of net assets acquired:
Accounts receivable, net	$	31,500
Inventories, net		34,900
Other current assets		9,500
Property, plant and equipment, net		44,134
Intangible assets, net		72,465
Goodwill		78,501
Other assets		3,600
Total assets acquired		274,600
Notes payable and current portion of long-term debt		1,700
Accounts payable and accrued liabilities		58,500
Long-term debt		3,400
Other liabilities		11,000
Total liabilities assumed		74,600
Total	$	200,000

The above table reflects a preliminary fair value allocation of the assets acquired and liabilities assumed and the $200,000 consideration does not consider cash acquired and working capital adjustments that the company believes will net to an immaterial amount.

Notes payable and current portion of long-term debt and Long-term debt reflect the assumption of capital leases. The above allocation is preliminary with the final allocation to be based upon the balance sheet as of the closing date of theClosetMaid acquisition.

5. Pro Forma Adjustments

This note should be read in conjunction with Note 1. Description of ClosetMaid acquisition; Note 2. Basis of Presentation.

a. Toadjust fortheamortizationattributabletotheestimatedfairvalueofidentified definite-lived intangible assets as follows:

Definite-lived Intangibles	Balance		Identified Life		Annual Amortization
Technology	$	8,500		10	$	850
Patents		2,410		9		268
Non-compete agreement		658		10		66
Customer relationships		11,977		25		479
Totals	$	23,545			$	1,663

b. Toeliminate interest income recordedby ClosetMaid, consistingofinterestincomeon intercompany receivablefrom Emerson,andtorecognizethe netcost ofdebtincurred by Griffon inconnectionwiththeacquisitionofClosetMaidasfollowsatan assumedrateofinterestwhichwouldbehigherifwearerequiredtodrawdownonthe BridgeFacilitytopayforalloranyportionoftheClosetMaidacquisition:

	Fiscal Year 2017
Interest expense on New Notes	$	14,438
Amortization of debt issuance costs		1,308
Elimination of ClosetMaid interest income		3,800
Amortization of bond premium		(550	)
Totals	$	18,996

c. Griffonhas estimatedanincremental37%taxrateinassessingthetaximpactofClosetMaid’s results of operationsand the related effect of the pro forma adjustments.Theeffectivetaxrateandtaxaccountsin the balancesheetofthecombinedcompanycouldbesignificantlydifferent(either higheror lower)dependingonpost-acquisitionactivities, including taxplanning opportunities,cash repatriation decisionsand geographic mixof income.

d. Adjustment to cash consists of the following:

	September 30, 2017
Total change in debt, Note (h)	$	271,207
Purchase of ClosetMaid		(200,000	)
Removal of ClosetMaid cash		(8,800	)
Accrued interest received at closing, Note (g)		1,243
Total change in cash	$	63,650

e. The pro forma balance sheet adjustments included reclassifications of certain balances to conform to Griffon’s balance sheet presentation. ClosetMaid’s current deferred taxes of $3,200 were reclassified from prepaid and other current assets to other assets as Griffon has already adopted Financial Accounting Standard Board ASU 2015-17 “Balance Sheet Classification of Deferred Taxes”. ClosetMaid’s capitalized software of $700 was reclassified from intangible assets, net, to property, plant and equipment, net, to be consistent with Griffon’s balance sheet presentation. A summary of the adjustment to property, plant and equipment, net, which also includes a preliminary fair value adjustment of $10,734, follows:

	Fixed Assets
Preliminary fair value adjustment	$	10,734
Reclassification of capitalized software		700
Totals	$	11,434

f. Goodwill and intangible assets, net includes amounts to reflect the ClosetMaid acquisition as well as the reclassification of capitalized software discussed in note (e) above as follows:

				Acquired Intangible
	Goodwill			Assets, Net
Remove ClosetMaid goodwill	$	(141,900	)	$	—
Goodwill from ClosetMaid acquisition		78,501			—
Indefinite-lived Intangibles from ClosetMaid acquisition		—			48,920
Definite-lived Intangibles from ClosetMaid acquisition		—			23,545
Reclassification of capitalized software		—			(700	)
Remove ClosetMaid intellectual property					(600	)
Totals	$	(63,399	)	$	71,165

g. Bondholders of the New Notes paid Griffon interest expense upon closing. This amount reflects accrued interest from what would have been the previous semi-annual interest payment through the date of closing of the New Notes. Griffon will return this balance to the bondholders on the next scheduled semi-annual interest payment date.

h. To record the principal and premium received related to the issuance of the New Notes less estimated financing costs as follows:

	September 30, 2017
Proceeds from New Notes	$	275,000
Premium received on issuance of New Notes		2,750
Debt issuance costs		(6,543	)
Total change in debt	$	271,207

i. To eliminate ClosetMaid’s historical equity.