Griffon

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2014 Annual Report

LETTER TO SHAREHOLDERS

Griffon Corporation made significant progress in 2014 as we began to reap the benefits of our
improved operating performance throughout our
efficiency initiatives. Our
businesses. As gratifying as 2014’s progress has been, we believe our strategy will drive accelerated
earnings in the coming years.

results

reflect

Efficiency Programs Drive Operating Improvement in 2014

By almost any measure, 2014 performance was amongst the strongest in Griffon’s history. We
had revenue of $2.0 billion and segment adjusted EBITDA of $191 million, an increase of 5%
over the prior year. We reported normalized EPS of $0.51 per share, which represents a 76%
increase over the prior year. This performance is reflective of both the earnings power of our
businesses and the collective hard work of our team.

Commitment to Delivering Value to Shareholders

We are committed to building long-term value for our shareholders. To enhance our balance
sheet, we completed a debt financing which lowered our cost of capital and extended our debt
maturity to 2022. During the year, we repurchased a total of 6.4 million shares of our common
stock for a total of $73.2 million. Since August 2011, we have repurchased a total of 11.4 million
shares for $122 million. Over the past few years, we have steadily increased our dividend, from a
quarterly dividend of $0.02 per share in 2012 to $0.04 per share for our most recent quarterly
dividend.

We intend to continue deploying free cash to shareholders through a combination of share
repurchases and dividends, and believe we are positioned to deliver compelling shareholder
returns in 2015 and beyond.

Home and Building Products The housing industry maintained a positive trajectory within its
multi-year recovery, supporting continued improvement in our Home and Building Products
segment results. 2014 revenue increased 15% to $979 million compared to the prior year, and
segment adjusted EBITDA improved 10% to $77.2 million.
Clopay Building Products (“CBP”), America’s Favorite Doors(cid:2), gained momentum in executing
leading to another strong year in 2014. CBP’s continued
its profitable growth strategy,
investments in customer partnerships, premium level products, and branding have provided a
valuable solution for our customers’ success in the marketplace. Recent innovations such as the
MyDoor(cid:2) mobile web application have extended this partnership through to the end consumer,
further maximizing our collective value proposition. CBP’s highly successful and award winning
‘imagine™’ marketing campaign projected a unified theme in branding, advertising, social media
and web presence, inviting consumers to imagine and design the perfect door for their home. In
supply chain and
2014, CBP continued to leverage past
information technology, improving service, quality and operational efficiencies. CBP’s potent
growth strategy integrates extraordinary partners, great brands,
innovative products, and
exceptional fulfillment to enhance our industry leadership position and provide enduring value
to our shareholders.

in manufacturing,

investments

AMES, founded in 1774, is North America’s largest manufacturer of lawn and garden tools and
the world’s largest manufacturer of snow tools. AMES performed well in all of its product
categories. Improvement was driven by new leadership and increased demand across the home
center and industrial channels. Snow tool volume expanded driven by a return to a normal winter
season after back-to-back years of below normal snowfall in both the U.S. and Canada. Also in
2014, AMES launched a new branding strategy with increased emphasis on Razor-Back(cid:2)
professional tools, along with the rollout of the new AMES(cid:2) garden tool program with key
customers.

AMES executed several efficiency initiatives during the year, including plant consolidation and
investments in new equipment to meet increased demand for its products in North America. We
in operational efficiencies due to consolidation and brand
expect continued improvement
position, and project $10 million in annualized savings as a result of these initiatives beginning in
calendar year 2015.

Acquisitions were also an important part of our performance in 2014 as Southern Patio, which
was acquired in 2012, continues to lead the market with innovative designs and materials that
have enhanced our industry leadership position in the planter category. We also completed two
acquisitions in 2014: Northcote Pottery, the leading supplier of planters in Australia, and
Cyclone Tools, the leading Australian brand in lawn and garden tools, with a strong position in
the hand tool category. These milestones facilitate continued efficiency improvements, a global
market presence and a platform for growth.

Plastics Clopay Plastics delivered much improved results despite continued resin headwinds and
soft macroeconomic conditions in Latin America and Europe. Segment level sales of $593
million increased 5% as a result of increased volume, improved mix and higher resin prices.
Segment adjusted EBITDA of $56.3 million increased 17% as a result of higher revenues,
improved product mix and a lower cost structure.

We improved our top line and product mix by capturing opportunities in growing, value-added
elastic laminates and printed films by offering superior products and services at reasonable prices.
This allowed us to continue to rationalize underperforming business, with no net revenue impact
and improve our bottom line.

Plastics enhanced its competitive position by lowering our cost structure through improved
operating efficiencies and supply chain initiatives, while significantly reducing working capital.
We benefitted from investments made over the past several years in cost saving initiatives and
our continuous improvement culture.

We also strengthened our organization with key personnel additions
in Technology &
Innovation. This has resulted in a robust pipeline of next generation products to meet the ever-
changing needs of the markets we serve.

We will continue to make investments in facilities, assets and technologies to continue improving
our profitability while enhancing our industry leadership position.

Telephonics Our defense electronics business continues to provide its customers with innovative,
advanced technology solutions around the world. Despite the persistent pressure on U.S. Defense
budgets, sales of Intelligence, Surveillance, Reconnaissance, and Communication products
continue to gain momentum both domestically and internationally.

The U.S. Navy’s fielding of the MH-60R Multi-Mission Helicopter with the AN/APS-153
radar has demonstrated Telephonics’ strength in the maritime surveillance radar area. This
recognized superior performance positions Telephonics well in its pursuit of the Navy’s next
generation maritime surveillance platform, the MH-XX. The recent award of a contract by the
Federal Aviation Administration (“FAA”) for the Common Terminal Digitizer system in support
of the FAA’s initiative to upgrade airport surveillance radar throughout the U.S. is a significant
win, again positioning Telephonics for future orders in this growing market worldwide. By
leveraging its broad experience in airborne intercommunication systems (“ICS”), Telephonics is
also making excellent inroads into the ground vehicle ICS market on domestic and international
military vehicle upgrade programs.

In 2014, Telephonics had revenue of $419 million, decreasing 8% from the prior year due to the
completion of the ICREW electronic warfare program. Excluding the effects of the ICREW
program, core Telephonics revenue was stable year over year. Impressively, despite the difficult
defense budget environment, Telephonics ended 2014 with funded backlog at a record level of
$494 million, an 11% increase over the $444 million in funded backlog at the end of last year. As
expected, segment adjusted EBITDA was $57.5 million, or 13.7% of revenue, compared to $63.2
million in the prior year.

Telephonics has a strong legacy and proven track record with its investments in Research and
Development. We will maintain this commitment with further funding to support long-term
strategic growth initiatives.

Building the Momentum in the Year Ahead

As we enter 2015, we have a lot to be excited about. From our solid foundation, we expect to see
continued improvement in the year ahead. Our efforts are supported by a promising housing
market along with greater visibility in our defense and plastics businesses. We remain committed
to driving shareholder value through investment in organic growth initiatives, complementary
acquisitions, and the return of cash through share repurchases and dividends.

While I am pleased with the performance levels achieved in 2014, we are just starting to realize
the full earnings potential of our businesses. Our success is driven by the dedication and
perseverance of our global workforce. I would like to recognize the entire Griffon team for their
contributions to an excellent year and a very bright future.

Yours sincerely,

Ronald J. Kramer
Chief Executive Officer

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K
(cid:3) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the year ended September 30, 2014
or
(cid:4) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No. 1-06620
GRIFFON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)

712 Fifth Avenue, 18th Floor, New York, New York
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:

11-1893410
(I.R.S. Employer Identification No.)

10019
(Zip Code)

(212) 957-5000

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Common Stock, $0.25 par value

Name of each exchange
on which registered

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes (cid:4) No (cid:3)

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes (cid:4) No (cid:3)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:3) No (cid:4)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if
any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such period that the registrant was required to submit and post such files). Yes (cid:3) No (cid:4)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. (cid:3)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer (cid:4)

Accelerated filer (cid:3)

Non-accelerated filer (cid:4)
(Do not check if a smaller
reporting company)

Smaller reporting company (cid:4)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes (cid:4) No (cid:3)

The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the
close of business March 31, 2014, the registrant’s most recently completed second quarter, was approximately
$509,000,000. The registrant’s closing price as reported by the New York Stock Exchange-Composite Transactions for
March 31, 2014 was $11.94. The number of the registrant’s outstanding shares was 52,656,728 as of October 31, 2014.

DOCUMENTS INCORPORATED BY REFERENCE:
Part III—(Items 10, 11, 12, 13 and 14). Registrant’s definitive proxy statement to be filed pursuant to Regulation 14A of the Securities Exchange Act
of 1934.

(This Page Intentionally Left Blank)

Special Notes Regarding Forward-Looking Statements

This Annual Report on Form 10-K, especially “Management’s Discussion and Analysis”, contains
certain “forward-looking statements” within the meaning of the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.
Such statements relate to, among other things, income (loss), earnings, cash flows, revenue, changes in
industries in which Griffon Corporation (the “Company” or
operations, operating improvements,
“Griffon”) operates and the United States and global economies. Statements in this Form 10-K that are
not historical are hereby identified as “forward-looking statements” and may be indicated by words or
phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,”
“could,” “hope,” “forecast,” “management is of the opinion,” “may,” “will,” “estimates,” “intends,”
“explores,” “opportunities,” the negative of these expressions, use of the future tense and similar words
or phrases. Such forward-looking statements are subject to inherent risks and uncertainties that could
cause actual results to differ materially from those expressed in any forward-looking statements. These
risks and uncertainties include, among others: current economic conditions and uncertainties in the
housing, credit and capital markets; Griffon’s ability to achieve expected savings from cost control,
integration and disposal initiatives; the ability to identify and successfully consummate and integrate
value-adding acquisition opportunities; increasing competition and pricing pressures in the markets
served by Griffon’s operating companies; the ability of Griffon’s operating companies to expand into
new geographic and product markets, and to anticipate and meet customer demands for new products
and product enhancements and innovations; reduced military spending by the government on projects
for which Griffon’s Telephonics Corporation supplies products, including as a result of sequestration at
such time as the budgetary cuts mandated by sequestration begin to take effect; the ability of the
federal government to fund and conduct its operations; increases in the cost of raw materials such as
resin, wood and steel; changes in customer demand or loss of a material customer at one of Griffon’s
operating companies; the potential impact of seasonal variations and uncertain weather patterns on
certain of Griffon’s businesses; political events that could impact the worldwide economy; a downgrade
in Griffon’s credit ratings; changes in international economic conditions including interest rate and
currency exchange fluctuations; the reliance by certain of Griffon’s businesses on particular third party
suppliers and manufacturers to meet customer demands; the relative mix of products and services
offered by Griffon’s businesses, which impacts margins and operating efficiencies; short-term capacity
constraints or prolonged excess capacity; unforeseen developments in contingencies, such as litigation
and environmental matters; unfavorable results of government agency contract audits of Telephonics
Corporation; Griffon’s ability to adequately protect and maintain the validity of patent and other
intellectual property rights; the cyclical nature of the businesses of certain of Griffon’s operating
companies; and possible terrorist threats and actions and their impact on the global economy. Readers
are cautioned not to place undue reliance on these forward-looking statements. These forward-looking
statements speak only as of the date made. Griffon undertakes no obligation to publicly update or
revise any forward-looking statements, whether as a result of new information, future events or
otherwise, except as required by law.

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(Unless otherwise indicated, any reference to years or year-end refers to the fiscal year ending
September 30 and US dollars and non-US currencies are in thousands, except per share data)

PART I

Item 1. Business

The Company

Griffon Corporation (the “Company” or “Griffon”) is a diversified management and holding company
conducting business through wholly-owned subsidiaries. Griffon oversees the operations of
its
subsidiaries, allocates resources among them and manages their capital structures. Griffon provides
direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as
well as in connection with divestitures. Griffon, to further diversify, also seeks out, evaluates and, when
appropriate, will acquire additional businesses that offer potentially attractive returns on capital.

Headquartered in New York, N.Y., the Company was founded in 1959 and is incorporated in Delaware.
Griffon is listed on the New York Stock Exchange and trades under the symbol GFF.

Griffon currently conducts its operations through three reportable segments: Home & Building
Products (“HBP”), Telephonics Corporation (“Telephonics”), and Clopay Plastic Products Company
(“Plastics”).

• HBP consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building
Products (“CBP”). HBP accounted for 49% of Griffon’s consolidated revenue in 2014 and 46%
in both 2013 and 2012.

– AMES is a global provider of non-powered landscaping products that make work easier for
homeowners and professionals. AMES revenue was 25% of Griffon’s consolidated revenue in
2014, and 23% in both 2013 and 2012.

– CBP is a leading manufacturer and marketer of residential, commercial and industrial garage
doors to professional installing dealers and major home center retail chains. CBP’s revenue
was 24% of Griffon’s consolidated revenue in 2014, and 23% in both 2013 and 2012.

• Telephonics designs, develops and manufactures high-technology integrated information,
communication and sensor system solutions for military and commercial markets worldwide.
Telephonics’ revenue was 21% of Griffon’s consolidated revenue in 2014, and 24% in both 2013
and 2012.

• Plastics is an international leader in the development and production of embossed, laminated and
printed specialty plastic films used in a variety of hygienic, health-care and industrial
applications. Plastics’ revenue was 30% of Griffon’s consolidated revenue in 2014, 2013 and 2012.

As a result of the decline in the U.S. housing market and the subsequent global financial crisis, Griffon
has been undergoing a strategic transformation. In May 2008, we announced the divestiture of our
Installation Services business, which was consummated by September 2008. In September 2008, Griffon
strengthened its balance sheet by raising $248,600 in equity through a common stock rights offering and
a related investment by GS Direct L.L.C., an affiliate of The Goldman Sachs Group, Inc. Over the past
five years, Griffon has continued to refine and enhance the strategic direction and operating
performance of its companies, while strengthening its balance sheet. During this period, Griffon has
grown revenue and earnings through organic growth, cost containment and acquisitions, while returning
capital to its shareholders through dividends and stock buybacks.

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We are focused on acquiring, owning and operating businesses in a variety of industries. We are long-
term investors that have substantial experience in a variety of industries. Our intent is to continue the
growth of our existing segments and to diversify further through investments and acquisitions.

On September 30, 2010, Griffon purchased AMES for $542,000 in cash. Over the past three years,
Griffon acquired three businesses complementary to AMES: the pots and planters business of Southern
Sales & Marketing (“Southern Patio”), Northcote Pottery™ (“Northcote”) and the Australian Garden
and Tools division of Illinois Tool Works, Inc. (“Cyclone”).

On October 17, 2011, AMES acquired Southern Patio for approximately $23,000. Southern Patio, is a
leading designer, manufacturer and marketer of landscape accessories. Southern Patio had revenue
exceeding $40,000 in 2011.

On December 31, 2013, AMES acquired Northcote, founded in 1897 and a leading brand in the
Australian outdoor planter and decor market, for approximately $22,000. Northcote complements
Southern Patio and adds to AMES’ existing lawn and garden operations in Australia. Northcote is
expected to generate approximately $28,000 of annualized revenue.

On May 21, 2014, AMES acquired Cyclone for approximately $40,000, including a $4,000 working
capital adjustment. Cyclone offers a full range of quality garden and hand tool products sold under
various leading brand names including Cyclone®, Nylex® and Trojan®, designed to meet
the
requirements of both the Do-it-Yourself and professional trade segments. Cyclone is expected to
generate approximately $65,000 of annualized revenue.

Since August 2011, Griffon has repurchased 11,439,306 shares of its common stock, for a total of
$122,197 or $10.68 per share. At September 30, 2014, $38,860 remains under the current Board
repurchase authorization.

Since September 2008, Griffon’s Employee Stock Ownership Plan (“ESOP”) purchased 4,013,459
shares of Griffon’s common stock, for a total of $44,973 or $11.21 per share. At September 30, 2014, the
ESOP holds allocated and unallocated shares totaling 5,688,036, or 11% of Griffon’s outstanding shares,
with a related loan balance of $38,946.

On November 17, 2011, the Company began declaring quarterly dividends. During 2014, 2013 and 2012,
the Company declared and paid dividends per share of $0.12, $0.10 and $0.08, respectively, for a total of
$16,841 dividends paid during the period.

During 2014, Griffon issued $600,000 of 5.25% Senior Notes due 2022 the proceeds of which were used
to redeem $550,000 of 7.125% senior notes due 2018. In addition, Griffon amended its $225,000
Revolving Credit Facility to extend its maturity to 2019.

Griffon also has outstanding $100,000 principal amount of 4% Convertible Subordinated Notes due
2017, with a current conversion rate of 68.4571 shares of Griffon’s common stock per $1 principal
amount of notes, which corresponds to a conversion price of $14.61 per share.

Griffon makes available, free of charge through its website at www.griffoncorp.com, its annual report
on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those
reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as soon as
reasonably practicable after such materials are filed with or furnished to the Securities and Exchange
Commission (the “SEC”).

For information regarding revenue, profit and total assets of each segment, see the Reportable
Segments footnote in the Notes to Consolidated Financial Statements.

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Reportable Segments:

Home & Building Products

Home & Building Products consists of two companies, AMES and CBP, described below.

AMES

AMES, founded in 1774, is the leading United States (“U.S.”) and a global provider of non-powered
landscaping products that make work easier for homeowners and professionals. AMES employs
approximately 2,000 employees.

Brands

AMES’ brands are among the most recognized across primary product categories in the North
American and Australian non-powered landscaping product markets. Our brand portfolio includes
AMES®, True Temper®, Garant®, UnionTools®, Hound Dog®, Westmix™, Cyclone®, Southern
Patio®, Northcote Pottery™, Kelso™, and Dynamic Design™, as well as contractor-oriented brands
including Razor-Back® Professional Tools and Jackson® Professional Tools. This strong portfolio of
brands enables AMES to build and maintain long-standing relationships with leading retailers and
distributors. In addition, given the breadth of its brand portfolio and product category depth, AMES is
able to offer specific, differentiated branding strategies for key retail customers. In addition to the
brands listed, AMES also sells private label branded products further enabling channel management
and customer differentiation.

Products

AMES is a global provider of non-powered landscaping products that make work easier for
homeowners and professionals. AMES manufactures and markets one of
the broadest product
portfolios in the non-powered landscaping product industry. This portfolio is anchored by four core
product categories: long handle tools, wheelbarrows, snow tools, and decorative plastic and ceramic
planters. As a result of brand portfolio recognition, high product quality, industry leading service and
strong customer relationships, AMES has earned market-leading positions in its four core product
categories. The following is a brief description of AMES’ primary product lines:

• Long Handle Tools: An extensive line of engineered tools including shovels, spades, scoops,
rakes, hoes, cultivators, weeders, post hole diggers, scrapers, edgers and forks, marketed under
leading brand names including AMES®, True Temper®, UnionTools®, Garant®, Westmix™,
Cyclone®, Southern Patio®, Northcote Pottery™ and Kelso™, as well as contractor-oriented
brands including Razor-Back® and Jackson®.

• Wheelbarrows: AMES designs, develops and manufactures a full line of wheelbarrows and lawn
carts, primarily under the AMES®, True Temper®, Jackson® Professional Tools, Razor-Back®
Professional Tools, UnionTools®, Garant® and Westmix™ brand names. The products range in
size (2 ft3 to 10 ft3), material (poly and steel), tray form, tire type, handle length and color based
on the needs of homeowners, landscapers and contractors.

• Snow Tools: A complete line of snow tools is marketed under the True Temper® and Garant®
brand names. The snow tool line includes shovels, pushers, roof rakes, sled sleigh shovels, scoops
and ice scrapers.

• Planters and Lawn Accessories: AMES is a designer, manufacturer and distributor of indoor and
outdoor planters and accessories, sold under the Southern Patio®, Northcote Pottery™ and
Dynamic Design™ brand names, as well as various private label brands. The range of planter
sizes (from 6 to 32 inches) is available in various designs, colors and materials. On October 17,

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2011, Griffon acquired the Southern Patio® pots and planters business. Southern Patio® is a
leading designer and marketer of decorative landscape products. Southern Patio® and Dynamic
Design have been integrated to leverage Southern Patio®’s capabilities, enhance AMES’ product
offering in the U.S. pots and planters category and enable AMES to improve its innovation and
speed to market in this category.

• Striking Tools: Axes, picks, mattocks, mauls, wood splitters, sledgehammers and repair handles
make up the striking tools product line. These products are marketed under the True Temper®,
Cyclone®, UnionTools®, Garant®, Jackson® Professional Tools and Razor-Back® Professional
Tools brand names.

• Hand Tools: Hammers, screwdrivers, pliers, adjustable wrenches, handsaws, tape measures,
levels, clamps, and other traditional non-powered hand tools make up this product line. These
products are marketed under the Trojan®, Supercraft®, and Eagle® brand names.

• Pruning: The pruning line is made up of pruners, loppers, shears and other tools sold primarily

under the True Temper® brand name.

• Garden Hose and Storage: AMES offers a wide range of manufactured and sourced garden hoses
and hose reels under the AMES®, NeverLeak®, Nylex® and Jackson® Professional Tools brand
names.

Customers

AMES sells products throughout North America, Australia and Europe through (1) retail centers,
including home centers and mass merchandisers, such as The Home Depot, Inc. (“Home Depot”),
Lowe’s Companies Inc. (“Lowe’s”), Wal-Mart Stores Inc. (“Walmart”), Canadian Tire Corporation,
Limited, Costco Wholesale Corporation, Rona Inc., Bunnings Warehouse (“Bunnings”) and Woodies;
(2) wholesale chains, including hardware stores and garden centers, such as Ace, Do-It-Best and True
Value Company and (3) industrial distributors, such as W.W. Grainger, Inc. and ORS Nasco.

Home Depot, Lowe’s and Bunnings are significant customers of AMES. The loss of any of these
customers would have a material adverse effect on the AMES business and on Griffon.

Product Development

AMES product development efforts focus on both new products and product line extensions. Products
are developed through in-house industrial design and engineering staffs to introduce new products and
product line extensions timely and cost effectively.

Sales and Marketing

AMES’ sales organization is structured by distribution channel
in the U.S., and by country
internationally. In the U.S., a dedicated team of sales professionals is provided for each of the large
retail customers. Offices are maintained adjacent to each of the three largest customers’ headquarters,
supported by dedicated in-house sales analysts. In addition, sales professionals are assigned to domestic,
wholesale and industrial distribution channels. Sales teams located in Canada, Australia and Ireland
handle sales in each of their respective regions. In Australia, a dedicated team of sales professionals is
provided for the largest retail customer.

Raw Materials and Suppliers

inputs include resin (primarily polypropylene and high density
AMES’ primary raw material
polyethylene), wood (mainly ash, hickory and poplar logs) and steel (hot rolled and cold rolled). In
addition, some key materials and components are purchased, such as heavy forged components and

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wheelbarrow tires; most final assembly is completed internally in order to ensure consistent quality. All
raw materials are generally available from a number of sources.

Competition

The non-powered landscaping product industry is highly competitive and fragmented. Most competitors
consist of small, privately-held companies focusing on a single product category. Some competitors, such
as Fiskars Corporation and Truper Herramientas S.A. de C.U., compete in various tool categories.
Suncast Corporation competes in the hose reel and accessory market, and Swan Hose competes in the
garden hose market. In addition, there is competition from imported or sourced products from China,
India and other low-cost producing countries, particularly in long handled tools, wheelbarrows, planters,
striking tools and pruning tools.

The principal factors by which AMES differentiates itself and provides the best value to customers are
innovation, service, quality, and product performance. AMES’ size, depth and breadth of product
offering, category knowledge, research and development (“R&D”) investment and service are
competitive advantages. Offshore manufacturers lack sufficient product innovation, capacity, proximity
to market and distribution capabilities to service large retailers to compete in highly seasonal, weather
related product categories.

Manufacturing & Distribution

Ames maintains two distribution facilities in the U.S., a 1.2 million square foot facility in Carlisle,
Pennsylvania and a 400,000 square foot facility in Reno, Nevada. Finished goods are transported to
these facilities by an internal fleet, over the road trucking and rail. Additionally, light assembly is
performed at the Carlisle and Reno locations. Distribution centers are also maintained in Canada,
Australia and Ireland. AMES has a combination of internal and external, domestic and foreign
manufacturing sources from which it sources products for sale in the markets it serves.

In January 2013, AMES announced its intention to close certain manufacturing facilities and to
consolidate affected operations primarily into its Camp Hill and Carlisle, PA locations. The intended
actions, to be completed by the end of calendar 2014, will improve manufacturing and distribution
efficiencies, allow for in-sourcing of certain production currently performed by third party suppliers,
and improve material flow and absorption of fixed costs. Management estimates that these actions will
result in annual cash savings exceeding $10,000, based on current operating levels.

AMES anticipates incurring pre-tax restructuring and related exit costs approximating $8,000,
comprised of cash charges of $4,000 and non-cash, asset-related charges of $4,000; the cash charges
will include $2,500 for one-time termination benefits and other personnel-related costs and $1,500 for
facility exit costs. AMES expects $20,000 in capital expenditures in connection with this initiative and,
to date, has incurred $7,941 and $17,728 in restructuring costs and capital expenditures, respectively.

Clopay Building Products

CBP, in business since 1964, has grown, organically and through tuck-in acquisitions, to become the
largest manufacturer and marketer of residential garage doors, and among the largest manufacturers of
commercial sectional doors, in the U.S., and manufactures a complete line of entry door systems
uniquely designed to complement its popular residential garage door styles. The majority of CBP’s sales
are for home remodeling and renovation, with the balance for the new residential housing and
commercial building markets. Sales into the home remodeling market are driven by the aging of the
housing stock, existing home sales activity, and the trends of improving both home appearance and
energy efficiency. CBP employs approximately 1,400 employees.

According to the U.S. census, calendar year 2014 new construction single-family home starts will
increase by 4%. The repair and remodel market rose 2% for the trailing twelve months ending March

6

2014, with modest growth expectations for the balance of the calendar year. The commercial segment
saw spending rise 13% for the year (according to estimates from McGraw Hill Construction Dodge).
According to industry sources, the residential and commercial sectional garage door market for
calendar year 2013 was estimated to be $1,750,000, which increased $100,000 over the prior year.

Brands

CBP brings 50 years of experience and innovation to the garage door industry. Our strong family of
brands includes Clopay®, America’s Favorite Garage Doors®, Holmes Garage Door Company® and
IDEAL Door®. Clopay is the only residential garage door brand to hold the Good Housekeeping Seal
of Approval.

Products and Service

CBP manufactures a broad line of residential sectional garage doors with a variety of options, at varying
prices. CBP offers garage doors made primarily from steel, plastic composite and wood, and also sells
related products, such as garage door openers manufactured by third parties.

CBP also markets commercial sectional doors, which are similar to residential garage doors, but are
designed to meet the more demanding performance specifications of a commercial application.

CBP has a complete line of entry door systems uniquely designed to complement its popular residential
garage door styles.

Customers

CBP is the principal supplier of residential garage doors throughout North America to Home Depot
and Menards. The loss of either of these customers would have a material adverse effect on CBP’s and
Griffon’s business. CBP distributes its garage doors directly to customers from its manufacturing
facilities and through its distribution centers located throughout
the U.S. and Canada. These
distribution centers allow CBP to maintain an inventory of garage doors near installing dealers and
provide quick-ship service to retail and professional dealer customers.

Product Development

CBP product development efforts focus on both new products and improvements to existing products.
Products are developed through in-house design and engineering staffs.

CBP operates a technical development center where its research engineers design, develop and
implement new products and technologies and perform durability and performance testing of new and
existing products, materials and finishes. CBP continually improves its garage door offerings through
these development efforts, focusing on characteristics such as strength, design and energy efficiency.
Also at this facility, the process engineering team works to develop new manufacturing processes and
improving manufacturing efficiencies and ensuring quality-made
production techniques aimed at
products.

Sales and Marketing

The CBP sales and marketing organization supports our customers, consults on new product
development and aggressively markets garage door solutions, with a primary focus on the North
American market. CBP recently developed a web application that guides consumers through an easy to
use visualization and pricing program, allowing them to select the optimal door for their home.

7

Raw Materials and Suppliers

The principal raw material used in CBP’s manufacturing is galvanized steel. CBP also utilizes certain
hardware components, as well as wood and insulated foam. All raw materials are generally available
from a number of sources.

Competition

The garage door industry is characterized by several large national manufacturers and many smaller,
regional and local manufacturers. CBP competes on the basis of service, quality, price, brand awareness
and product design.

CBP’s brand names are widely recognized in the building products industry. CBP believes that it has
earned a reputation among installing dealers, retailers and wholesalers for producing a broad range of
innovative, high-quality doors. CBP’s market position and brand recognition are key marketing tools for
expanding its customer base, leveraging its distribution network and increasing its market share.

Distribution

CBP distributes its products through a wide range of distribution channels, including installing dealers,
retailers and wholesalers. CBP owns and operates a national network of 49 distribution centers.
Additionally, products are sold to approximately 2,000 independent professional installing dealers and
to major home center retail chains. CBP maintains strong relationships with its installing dealers and
believes it is the largest supplier of residential garage doors to the retail and professional installing
channels in North America.

Manufacturing

CBP currently has manufacturing facilities in Troy, Ohio and Russia, Ohio.

During 2013, CBP completed the closing of the Auburn, Washington facility and the consolidation of
that facility into its Russia, Ohio facility.

Telephonics Corporation

Telephonics, founded in 1933, specializes in advanced electronic information and communication
systems for defense, aerospace, civil,
industrial, and commercial applications for the U.S. and
international markets. Telephonics designs, develops, manufactures, sells, and provides logistical
support and sustainment services for aircraft intercommunication systems, radar, air traffic manage-
ment, identification friend or foe equipment (“IFF”), integrated border and perimeter security systems
and custom, mixed-signal, application-specific, integrated circuits. Telephonics is also a provider of
advanced systems engineering services supporting air and missile defense programs, as well as other
threat and situational analysis requirements. Telephonics is a leading supplier of airborne maritime
surveillance radar and aircraft intercommunication management systems, the segment’s two largest
product
lines. In addition to its traditional defense products used predominantly by the U.S.
Government and its agencies, Telephonics has adapted its core technologies to products used in
international markets in an effort to further increase its presence in both non-defense government and
commercial markets. In 2014, approximately 72% of the segment’s sales were to the U.S. Government
and agencies thereof, as a prime or subcontractor, 19% to international customers and 9% to U.S.
commercial customers. Telephonics employs approximately 1,200 people.

Griffon believes that Telephonics’ advanced systems and sub-systems are well-positioned to address the
needs of an integrated and modernized battlefield with emphasis on providing situational awareness to
warfighters through the retrieval and dissemination of timely data for use by highly mobile ground, air
and sea-going forces. Telephonics anticipates that the need for such systems will increase in connection

8

with the active role that the military is playing in the war on terrorism, both at home and abroad. In
recent years, Telephonics has increasingly focused its technologies and core competencies in the
growing border and perimeter security, Intelligence, Surveillance and Reconnaissance (“ISR”) and
Unmanned Aerial Vehicle (“UAV”) markets.

Telephonics operates in an increasingly complex industry that is faced with continued economic and
budgetary pressure on U.S. Department of Defense procurement initiatives. Despite these challenges,
Telephonics remains focused on delivering high-quality mission capable products and services at
competitive prices to its customers. Telephonics continues to expand its product portfolio with
innovative and cutting-edge technology concentrating on core and adjacent markets that will support its
growth initiatives both domestically and internationally.

On April 22, 2013, the Joint Venture (“JV”) between Telephonics and Mahindra & Mahindra Ltd was
incorporated. The JV will provide the Indian defense and civil sectors with radar and surveillance
systems, IFF devices and communication systems. In addition, the JV intends to provide systems for Air
security and other emerging surveillance
Traffic Management
requirements.

services, border and perimeter

Programs and Products

Based on long-established relationships supported by existing contractual arrangements, Telephonics is
a first-tier supplier to prime contractors in the defense industry such as Lockheed Martin Corporation
(“Lockheed Martin”), The Boeing Company (“Boeing”), Northrop Grumman Corporation (“Northrup
Grumman”), MacDonald Dettwiler and Associates Ltd., Airbus Military, Airbus Helicopters, Agusta
Westland, SAAB, and Sikorsky Aircraft (“Sikorsky”), and is at times a prime contractor to the U.S.
Department of Defense. The significance of each of these customers to Telephonics’ revenue fluctuates
on an annual basis, based on the timing and funding of the Original Equipment Manufacturers
(“OEM”) contract award, and the technological scope of the work required. The significant contraction
and consolidation in the U.S. and international defense industry provides opportunities for established
first-tier suppliers to capitalize on existing relationships with major prime contractors and to play a
larger role in defense systems development and procurement for the foreseeable future.

Telephonics continues to direct resources towards border surveillance and critical infrastructure security
initiatives. These opportunities represent strategic advances for Telephonics by enabling it to expand its
core technical expertise into the nascent and growing border and perimeter security markets, both in
the U.S. and abroad. With many of these programs, system specifications, and operational and test
requirements are challenging, exacerbated by demanding delivery schedules. Telephonics believes that
the technological capabilities that these systems encompass will also be able to serve and protect the
most complex borders.

In 2013, Telephonics was awarded a contract by Northrop Grumman as the radar supplier for the U.S.
Navy’s Firescout MQ-8B program, which is a vertical take-off and landing UAV platform. This
positions Telephonics, with both its radar and communications products, as a strong competitor in this
growing UAV/ISR market segment.

Backlog

The funded backlog for Telephonics approximated $494,000 at September 30, 2014, compared to
$444,000 at September 30, 2013. The growth in backlog is the result of an increase in order intake as
compared to the prior year, as well as the impact that the timing of these orders had on the associated
recognition of revenue and, ultimately, the burn-off of backlog. Additionally, the backlog position
reflects an increased amount associated with IFF and other radar programs, awarded in the latter part
the following fiscal year.
of
Approximately 65% of the current backlog is expected to be filled during 2015.

for which revenue will not be recognized until

the fiscal year,

9

Customers

The U.S. Government, through prime contractors like Lockheed Martin, Sikorsky, Northrop Grumman
and Boeing, is a significant customer of Telephonics. The loss of the U.S. Government or any of its
prime contractors as a customer would have a material adverse effect on Telephonics’ business.
Notwithstanding the significance of Lockheed Martin, Sikorsky, Northrop Grumman and Boeing,
Telephonics sells to a diverse group of other domestic and international defense industry contractors, as
well as others who use Telephonics products for commercial use.

Telephonics participates in a range of long-term defense and non-military government programs, both
in the U.S. and internationally. Telephonics has developed a base of installed products that generate
significant recurring revenue from product enhancements and retrofits, as well as providing spare parts
and customer support. Due to the inherent complexity of these electronic systems, Telephonics believes
that its incumbent status on major platforms provides a competitive advantage in the selection process
for platform upgrades and enhancements. Furthermore, Telephonics believes that its ability to leverage
and apply its advanced technology to new platforms provides a competitive advantage when bidding for
new business.

Research and Development (“R&D”)

In an effort to maintain customer satisfaction and loyalty, Telephonics works closely with prime
customers to ensure that there is a future market for its products by investing R&D funds in desired
enhancements. Telephonics continually updates its core technologies through internally funded R&D
while coordinating with customers at the earliest stages of new program development in an effort to
provide solutions well in advance of its competitors. Internally funded R&D costs include basic and
applied research initiatives, development activities, and other conceptual
formulation studies.
Telephonics is a technological leader in its core markets and pursues new growth opportunities by
leveraging its systems design and engineering capabilities and incumbent position on key platforms.

In addition to products for defense programs, Telephonics’ technology is also used in commercial
applications such as airborne weather, search and rescue radar, and air traffic management systems.
Telephonics’ reputation for innovative product design and engineering capabilities, especially in the
areas of voice and data communications, radio frequency design, digital signal processing, networking
systems, inverse synthetic aperture radar and analog, digital and mixed-signal integrated circuits, will
continue to enhance its ability to secure, retain and expand its participation in defense programs and
commercial opportunities.

Telephonics often designs its products to exceed customers’ minimum specifications, providing its
customers with greater performance, flexibility, and value. Telephonics believes that early participation
and communication with its customers in the requirements definition stages of new program
development increases the likelihood that its products will be selected and integrated as part of a
total system solution.

Sales and Marketing

Telephonics has technical business development personnel who act as the focal point for its marketing
activities and sales representatives who introduce its products and systems to customers worldwide.

Competition

Telephonics competes with major manufacturers of electronic information and communication systems,
as well as several smaller manufacturers of similar products. Telephonics endeavors to design high
quality and reliable products with greater performance and flexibility than its competitors while
competing on the basis of technology, innovative solutions, and price.

10

Manufacturing Facilities

Telephonics’ facilities are located in the U.S., primarily in New York. Telephonics also maintains a
Technical Support Services Center in Elizabeth City, North Carolina, which supports aircraft
integration and upgrade activities in addition to providing support services to customers.

Clopay Plastic Products

Plastics, which began as a paper products company in the 1930s and expanded with plastic products in
the 1950s, develops and produces specialty plastic films and laminates for a variety of hygienic, health
care and industrial uses in the U.S. and certain international markets. Products include thin gauge
embossed and printed films, elastomeric films, laminates of film and non-woven fabrics, and perforated
films and non-wovens. These products are used as moisture barriers in disposable infant diapers, adult
incontinence products and feminine hygiene products, protective barriers in single-use surgical and
industrial gowns, drapes and equipment covers, fluid transfer/distribution layers in absorbent products,
components to enhance comfort and fit in infant diaper and adult incontinence products, packaging for
hygienic products, house wrap and other products. Plastics’ products are sold through a direct sales
force, primarily to multinational consumer and medical products companies. Plastics employs
approximately 1,500 employees.

The markets in which Plastics participates have been affected by several key trends over the past five
years. These trends include increased use of disposable products in developing countries and favorable
demographics, including increasing immigration in major global economies. Other trends representing
significant opportunities include the continued demand for innovative products such as cloth-like,
breathable, laminated and printed products, and large consumer products companies’ needs for global
supply partners. Notwithstanding positive trends affecting the industry, product design changes by the
customer can change the products manufactured by Plastics and associated demand.

Plastics believes that its business development activities targeting major multinational and regional
producers of hygiene, healthcare and related products and its investments in its technology development
capability and capacity increases will lead to additional sales of new and related products.

Products

Plastics’ specialty plastic film is a thin-gauge film engineered to provide certain performance
characteristics and manufactured from polymer resins. A laminate is the combination of a plastic
film and a woven or non-woven fabric. These products are produced using both cast and blown
extrusion and various laminating processes. High speed, multi-color custom printing of
films,
customized embossing patterns, and proprietary perforation technology further differentiate our
products. Specialty plastic film products typically provide a unique combination of performance
characteristics, such as breathability, barrier properties, fluid flow management, elastic properties,
processability and aesthetic appeal that meet specific, proprietary customer needs.

Customers

Plastics’ largest customer is The Procter & Gamble Company (“P&G”), which has accounted for
approximately half of its revenue over the last five years. The loss of this customer would have a
material adverse effect on the Plastics business and Griffon. Notwithstanding the significance of P&G,
Plastics sells to a diverse group of other leading consumer, health care and industrial companies.

Product Development

Plastics is an industry leader in the research, design and development of specialty plastic film and
laminate products. Plastics operates a technical center where polymer chemists, scientists and engineers

11

work independently, and in partnership with customers to develop new technologies, products,
processes and product applications.

Plastics’ R&D efforts have resulted in many inventions covering embossing patterns,
improved
processing methods, product formulations, product applications and other proprietary technology.
Products developed include microporous breathable films and cost-effective printed films and laminates.
Microporous breathability provides for moisture vapor transmission and airflow while maintaining
barrier properties resulting in improved comfort and skin care. Elastic laminates provide the user with
improved comfort and fit. Printed films and laminates provide consumer preferred aesthetics, such as
softness and visual appeal. Perforated films and non-wovens provide engineered fluid transfer with
unique softness and aesthetics. Plastics holds a number of patents for its specialty film and laminate
products and related manufacturing processes. While patents play a significant role, Plastics believes
that its proprietary know-how and the knowledge, ability and experience of its employees are more
significant to its long-term success.

Sales and Marketing

Plastics sells its products primarily in North America, Europe, and South and Central America with
additional sales in Asia Pacific and Africa. Plastics primarily utilizes an internal direct sales force, with
senior management actively participating in developing and maintaining close contacts with customers.

Plastics seeks to expand its market presence by providing innovative products and services to major
international consumer products companies. Specifically, Plastics believes that it can continue to
increase its North American sales and expand internationally through ongoing product development
and enhancement, and by marketing its technologically-advanced films, laminates and printed films for
use in all of its markets. Operations in Germany and Brazil, and most recently in China and Turkey,
provide a strong platform for additional sales growth in international markets.

Raw Materials and Suppliers

Plastic resins, such as polyethylene and polypropylene, and non-woven fabrics are the basic raw
materials used in the manufacture of substantially all Plastics’ products. The price of resin has
fluctuated dramatically over the past five years primarily due to volatility in oil and natural gas prices,
and producer capacity. Resins are purchased in pellet form from several suppliers. Sources for raw
materials are believed to be adequate for current and anticipated needs.

Competition

Plastics has a number of competitors, some of whom are larger, in the specialty plastic films and
laminates market. Plastics competes on quality, service and price using its technical expertise, product
development capabilities and broad international footprint to enhance its market position, build and
maintain long-term customer relationships and meet changing customer needs.

Manufacturing

Specialty plastic film and laminate products are manufactured using high-speed equipment designed to
meet stringent tolerances. The manufacturing process consists of melting a mixture of polymer resins
and additives, and forcing this mixture through a combination of die and rollers to produce thin films.
Laminates of films and non-wovens are manufactured by a variety of techniques to meet customer
needs. In addition, films and laminates can be printed.

Plastics’ U.S. manufacturing facilities are in Augusta, Kentucky and Nashville, Tennessee from which it
sells plastic films throughout the U.S. and various parts of the world.

12

Plastics has two manufacturing facilities in Germany from which it sells plastic films throughout Europe,
the Middle East and Africa. Plastics also has operations in Brazil, China and Turkey, which
manufacture plastic hygienic and specialty films. Plastics’ international operations provide a platform to
broaden participation in Europe, the Middle East, South America and Asia and strengthen Plastics’
position as a global supplier.

Griffon Corporation

Employees

Griffon and its subsidiaries employ approximately 6,100 people located primarily throughout the U.S.,
Canada, Europe, Brazil, Australia and China. Approximately 200 of these employees are covered by
collective bargaining agreements in the U.S., primarily with an affiliate of the American Federation of
Labor and Congress of Industrial Organizations; United Brotherhood of Carpenters and Joiners of
America; International Brotherhood of Teamsters and the United Steel, Paper and Forestry, Rubber,
Manufacturing, Energy Allied Industrial and Service Workers International Union. Additionally,
approximately 200 employees in Canada are represented by the Trade Union Advisory Committee.
Griffon believes its relationships with its employees are satisfactory.

Regulation

Griffon’s operations are subject to various environmental, health, and employee safety laws and
regulations. Griffon believes that
is in material compliance with these laws and regulations.
Historically, compliance with environmental laws has not materially affected, and is not expected to
materially affect, Griffon’s capital expenditures, earnings or competitive position in the future.
it will not incur additional costs for
Nevertheless, Griffon cannot guarantee that,
compliance or that such costs will not be material.

in the future,

it

Telephonics, which sells directly and indirectly to the U.S. government, is subject to certain regulations,
laws and standards set by the U.S. government. Additionally, Telephonics is subject to routine audits
and investigations by U.S. Government Agencies such as the Defense Contract Audit Agency, the
Defense Security Service, with respect to its classified contracts, and other Inspectors General. These
agencies review a contractor’s performance under its contracts, cost structure and compliance with
applicable laws, regulations and standards, including those relating to facility and personnel security
clearances. These agencies also review the adequacy of, and a contractor’s compliance with, its internal
control systems and policies, including the contractor’s management, purchasing, property, estimating,
compensation, and accounting and information systems.

Customers

A small number of customers account for, and are expected to continue to account for, a substantial
portion of Griffon’s consolidated revenue. In 2014:

a. The U.S. Government and its agencies,

through prime and subcontractor relationships,

represented 15% of Griffon’s consolidated revenue and 72% of Telephonics’ revenue.

b. P&G represented 14% of Griffon’s consolidated revenue and 46% of Plastics’ revenue.

c. Home Depot represented 12% of Griffon’s consolidated revenue and 23% of HBP’s revenue.

No other customer exceeded 8% of consolidated revenue. Future operating results will continue to
substantially depend on the success of Griffon’s largest customers and our relationships with them.
Orders from these customers are subject to change and may fluctuate materially. The loss of all or a
portion of volume from any one of these customers could have a material adverse impact on Griffon’s
financial results, liquidity and operations.

13

Seasonality

Historically, Griffon’s revenue and income were lowest in our first and fourth quarters ending
December 31, and September 30, respectively, and highest in our second and third quarters ending
March 31, and June 30, respectively, primarily due to the seasonality of AMES’ business. With the 2014
acquisition of Northcote and Cyclone®, both in Australia, AMES’ revenue is less susceptible to
seasonality. In 2014, 58% of AMES’ sales occurred during the second and third quarters compared to
63% in 2013. CBP’s business is driven by residential renovation and construction during warm weather,
which is generally at reduced levels during the winter months, generally in our second quarter. Griffon’s
revenue is expected to be lowest in the first quarter and highest in the third quarter.

Demand for lawn and garden products is influenced by weather, particularly weekend weather during
peak gardening season. AMES’ sales volume can be adversely affected by certain weather patterns such
as unseasonably cool or warm temperatures, hurricanes, water shortages or floods. In addition, lack of
snow or lower than average snowfall during the winter season may result in reduced sales of certain
AMES products, such as snow shovels and other snow tools. As a result, AMES’ results of operations,
financial results and cash flows could be adversely impacted.

Financial Information About Geographic Areas

Segment and operating results are included in Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations.

For geographic financial
Consolidated Financial Statements in Item 8, Financial Statements and Supplementary Data.

see the Reportable Segment

footnote in the Notes

information,

to

Griffon’s non-U.S. businesses are primarily in Germany, Canada, Brazil, Australia, Turkey and China.

Research and Development

Griffon’s businesses are encouraged to improve existing products as well as develop new products to
satisfy customer needs; expand revenue opportunities; maintain or extend competitive advantages;
increase market share and reduce production costs. R&D costs, not recoverable under contractual
arrangements, are charged to expense as incurred. R&D costs for Griffon were $23,400 in 2014, $22,400
in 2013 and $23,600 in 2012.

Intellectual Property

Griffon follows a practice of actively protecting and enforcing its proprietary rights in the U.S. and
throughout the world where Griffon’s products are sold.

Trademarks are of significant importance to Griffon’s HBP business. With 50 years of experience and
innovation in the garage door industry, and with Clopay being the only residential garage door brand to
hold the Good Housekeeping Seal of Approval, CBP has a significant level of goodwill in its strong
including: Clopay®, America’s Favorite Garage Doors®; Holmes Garage Door
family of brands,
Company® and IDEAL Door®. Principal global and regional trademarks used by AMES include
AMES®, True Temper®, Garant®, UnionTools®, Hound Dog®, Westmix™, Cyclone®, Southern
Patio®, Northcote Pottery™, Kelso™, Dynamic Design™, Razor-Back® Professional Tools and
Jackson® Professional Tools. The HBP business has 778 registered trademarks and approximately 104
pending trademark applications around the world. Plastics uses the Clopay® trademark in addition to
its 7 other brand names, and holds 72 registered trademarks and 6 pending trademark applications
around the world. Griffon’s rights in these trademarks endure for as long as they are used and
registered.

Patents are significant to Plastics. Technology evolves rapidly in the plastics business, and Plastics’
customers are constantly striving to offer products with innovative features at a competitive price to the

14

end consumer. As a result, Plastics constantly seeks to offer new and innovative products to its
customers. Plastics has 24 issued patents and 16 pending patent applications in the U.S., and 154
corresponding foreign patents and patent applications, primarily covering breathable and elastic
polymer films and laminates and various methods and machinery for producing these materials. Patents
are also important to our HBP business. CBP holds 19 issued patents and has 3 patent applications
pending in the U.S., as well as 18 corresponding foreign patents and patent applications, primarily
related to garage door system components. AMES protects its designs and product innovation through
the use of patents, and currently has 256 issued patents and 56 pending patent applications in the U.S.,
as well as 176 and 63 corresponding foreign patents and patent applications, respectively. Design
patents are generally valid for fourteen years, and utility patents are generally valid for twenty years.
Our various patents are in different stages of their useful life.

In the government and defense business, formal
intellectual property rights are of limited value.
Therefore, our Telephonics business tends to hold most of its important intellectual property as trade
secrets, which it protects through the use of contract terms and carefully restricting access to its
technology.

15

Executive Officers of the Registrant

The following is a current list of Griffon’s executive officers:

Name

Ronald J. Kramer . . . . . . . . .

Age

56

Robert F. Mehmel . . . . . . . .

52

Douglas J. Wetmore . . . . . .

57

Seth L. Kaplan . . . . . . . . . . . .

45

Positions Held and Prior Business Experience

Chief Executive Officer since April 2008, Director since 1993,
Vice Chairman of the Board since November 2003, and President
from February 2009 to December 2012. From 2002 through
March 2008, President and a Director of Wynn Resorts, Ltd., a
developer, owner and operator of destination casino resorts.
From 1999 to 2001, Managing Director at Dresdner Kleinwort
Wasserstein, an investment banking firm, and its predecessor
Wasserstein Perella & Co. Formerly on the boards of directors of
Leap Wireless International, Inc. (NASDAQ: LEAP), Monster
(NYSE: MWW) and Sapphire Industrials
Worldwide,
Corporation (AMEX: FYR). Mr. Kramer is the son-in-law of
Harvey R. Blau, Griffon’s Chairman of the Board.

Inc.

President and Chief Operating Officer since December 2012.
From August 2008 to October 2012, President and Chief
Operating Officer of DRS Technologies (“DRS”), a supplier of
integrated products, services and support
to military forces,
intelligence agencies and prime contractors worldwide. From
May 2006 to August 2008, Executive Vice President and Chief
Operating Officer of DRS and from January 2001 to May 2006,
Executive Vice President, Business Operations and Strategy, of
DRS.

Executive Vice President and Chief Financial Officer since
September 2009. From April 1998 to July 2008, Senior Vice
President and Chief Financial Officer of International Flavors &
Fragrances Inc. (“IFF”), a creator of flavors and fragrances used
in a variety of consumer products (NYSE: IFF). From October
2007 to July 2008, Treasurer of IFF. From 1991 to 1998,
Corporate Controller of IFF. Prior to IFF, Price Waterhouse
for 12 years.

Senior Vice President, General Counsel and Secretary since May
2010. From July 2008 to May 2010, Assistant General Counsel
and Assistant Secretary at Hexcel Corporation, a manufacturer of
advanced composite materials for space and defense, commercial
aerospace and wind energy applications. From 2000 to July 2008,
Senior Corporate Counsel and Assistant Secretary at Hexcel.
From 1994 to 2000, associate at the law firm Winthrop, Stimson,
Putnam & Roberts (now Pillsbury Winthrop Shaw Pittman LLP).

16

Item 1A. Risk Factors

Griffon’s business, financial condition, operating results and cash flows can be impacted by a number of
factors which could cause Griffon’s actual results to vary materially from recent or anticipated future
results. The risk factors discussed in this section should be carefully considered with all of the
information in this Annual Report on Form 10-K. These risk factors should not be considered the only
risk factors facing Griffon. Additional risks and uncertainties not presently known or that are currently
deemed immaterial may also materially impact Griffon’s business, financial condition, operating results
and cash flows in the future.

In general, Griffon is subject to the same general risks and uncertainties that impact other diverse
manufacturing companies including, but not limited to, general economic,
industry and/or market
conditions and growth rates; impact of natural disasters and their effect on global markets; continued
events in the Middle East and Asia and possible future terrorist threats and their effect on the
worldwide economy; and changes in laws or accounting rules. Griffon has identified the following
specific risks and uncertainties that it believes have the potential to materially affect its business and
financial condition.

Current worldwide economic uncertainty and market volatility could adversely affect Griffon’s businesses.

The current worldwide economic uncertainty and market volatility could continue to have an adverse
effect on Griffon during 2015, particularly in HBP, which is substantially linked to the U.S. housing
market and the U.S. economy in general. Also, purchases of AMES’ products are discretionary for
consumers who are generally more willing to purchase products during periods in which favorable
macroeconomic conditions prevail. Additionally, the current condition of the credit markets could
impact Griffon’s ability to refinance expiring debt, obtain additional credit for investments in current
businesses or for acquisitions, with favorable terms, or there may be no financing available. Griffon is
also exposed to basic economic risks including a decrease in the demand for the products and services it
offers or a higher likelihood of default on its receivables.

Adverse trends in the housing sector and in general economic conditions will directly impact Griffon’s
business.

HBP’s business is influenced by market conditions for new home construction and renovation of
existing homes. For the year ended September 30, 2014, approximately 49% of Griffon’s consolidated
revenue was derived from the HBP segment, which is heavily dependent on new home construction and
renovation of existing homes. The strength of the U.S. economy, the age of existing home stock, job
growth,
interest rates, consumer confidence and the availability of consumer credit, as well as
demographic factors such as migration into the U.S. and migration of the population within the U.S.,
also have an effect on HBP. In that respect, the significant downturn in the housing market has had an
adverse effect on the operating results of HBP and this effect is likely to continue in 2015, particularly
with respect to CBP business.

Griffon operates in highly competitive industries and may be unable to compete effectively.

Griffon’s operating companies face intense competition in each of the markets served. There are a
number of competitors, some of which are larger and have greater resources than Griffon’s operating
companies. Griffon competes primarily on the basis of competitive prices, technical expertise, product
differentiation, and quality of products and services. There can be no assurance that Griffon will not
encounter increased competition in the future, which could have a material adverse effect on Griffon’s
financial results.

17

The loss of large customers can harm financial results.

A small number of customers account for, and are expected to continue to account for, a substantial
portion of Griffon’s consolidated revenue. Approximately 14% of consolidated revenue and 46% of the
Plastics segment revenue for the year ended September 30, 2014 was generated from P&G. Home
Depot, Lowe’s, Menards and Bunnings are significant customers of HBP with Home Depot accounting
for approximately 12% of consolidated revenue and 23% of HBP’s revenue for the year ended
September 30, 2014. The U.S. Government and its agencies and subcontractors, including Lockheed
Martin and Boeing, is a significant customer of Telephonics, and accounts for approximately 15% of
consolidated revenue and 72% of Telephonics segment revenue,
inclusive of sales made through
Lockheed Martin and Boeing where Telephonics serves as a subcontractor; Lockheed Martin and
Boeing each represent less than 10% of consolidated revenue inclusive of such sales to the U.S.
Government. Future operating results will continue to substantially depend on the success of Griffon’s
largest customers, as well as Griffon’s relationship with them. Orders from these customers are subject
to fluctuation and may be reduced materially due to changes in customer needs. Any reduction or delay
in sales of products to one or more of these customers could significantly reduce Griffon’s revenue.
Griffon’s operating results will also depend on successfully developing relationships with additional key
customers. Griffon cannot assure that its largest customers will be retained or that additional key
customers will be recruited. Also, HBP and Plastics extend credit to their customers, which exposes
them to credit risk. HBP’s largest customer accounted for approximately 18% and 9% of HBP’s and
Griffon’s net accounts receivable as of September 30, 2014, respectively. Plastics’ largest customer
accounted for approximately 27% and 7% of Plastics’ and Griffon’s net accounts receivable as of
September 30, 2014, respectively. If either of these customers were to become insolvent or otherwise
unable to pay its debts, the financial condition, results of operations and cash flows of the respective
segments and Griffon could be adversely affected.

Reliance on third party suppliers and manufacturers may impair AMES’ ability to meet its customer
demands.

AMES relies on a limited number of domestic and foreign companies to supply components and
manufacture certain of its products. The percentage of AMES products sourced, based on revenue,
approximated 41% in 2014. Reliance on third party suppliers and manufacturers may reduce control
over the timing of deliveries and quality of AMES’ products. Reduced product quality or failure to
deliver products timely may jeopardize relationships with certain of AMES’ key customers. In addition,
reliance on third party suppliers or manufacturers may result in failure to meet AMES’ customer
demands. Continued turbulence in the worldwide economy may affect the liquidity and financial
condition of AMES’ suppliers. Should any of these parties fail to manufacture sufficient supply, go out
of business or discontinue a particular component, alternative suppliers may not be found in a timely
manner, if at all. Such events could impact AMES’ ability to fill orders, which could have a material
adverse effect on customer relationships.

If Griffon is unable to obtain raw materials for products at favorable prices it could adversely impact
operating performance.

HBP’s and Plastics’ suppliers primarily provide resin, wood and steel. Assurance cannot be provided
that these segments will not experience shortages of raw materials or components for products or be
forced to seek alternative sources of supply. If temporary shortages due to disruptions in supply caused
by weather, transportation, production delays or other factors require raw materials to be secured from
sources other than current suppliers, the terms may not be as favorable as current terms or certain
materials may not be available at all. In recent years, HBP and Plastics have experienced price increases
in steel and plastic resins.

While most key raw materials used in Griffon’s businesses are generally available from numerous
sources, raw materials are subject to price fluctuations. Because raw materials in the aggregate
constitute a significant component of the cost of goods sold, price fluctuations could have a material

18

adverse effect on Griffon’s results of operations. Griffon’s ability to pass raw material price increases to
customers is limited due to supply arrangements and competitive pricing pressure, and there is generally
a time lag between increased raw material costs and implementation of corresponding price increases
for Griffon’s products. In particular, sharp increases in raw material prices are more difficult to pass
through to customers and may negatively affect short-term financial performance.

AMES is subject to risks associated with sourcing from Asia.

A substantial amount of AMES finished goods sourcing is done through supply agreements with China
based vendors. China does not have a well-developed, consolidated body of laws governing agreements
with international customers. Enforcement of existing laws or contracts based on existing law may be
uncertain and sporadic, and it may be difficult to obtain swift and equitable enforcement or to obtain
enforcement of a judgment by a court of another jurisdiction. The relative inexperience of China’s
judiciary in many cases creates additional uncertainty as to the outcome of any litigation. In addition,
interpretation of statutes and regulations may be subject to government policies reflecting domestic
political changes. Products entering from China may be subject to import quotas, import duties and
other restrictions. Any inability to import these products into the U.S. and any tariffs that may be levied
with respect to these products may have a material adverse result on AMES’ business and results of
operations, financial position and cash flows.

Griffon’s businesses are subject to seasonal variations and the impact of uncertain weather patterns.

Historically, Griffon’s revenue and income are lowest in our first and fourth quarters ending December
31, and September 30, respectively, and highest in our second and third quarters ending March 31, and
June 30, respectively, primarily due to the seasonality of AMES’ business. With the 2014 acquisition of
Northcote and Cyclone, both in Australia, AMES’ revenue is less susceptible to seasonality. In 2014,
58% of AMES’ sales occurred during the second and third quarters compared to 63% in 2013. CBP’s
business is driven by residential renovation and construction during warm weather, which is generally at
reduced levels during the winter months, generally in our second quarter. Griffon’s revenue is expected
to be lowest in the first quarter and highest in the third quarter.

Demand for lawn and garden products is influenced by weather, particularly weekend weather during
the peak gardening season. AMES sales volumes could be adversely affected by certain weather
patterns such as unseasonably cool or warm temperatures, hurricanes, water shortages or floods. In
addition, lack of snow or lower than average snowfall during the winter season may result in reduced
sales of certain AMES products, such as snow shovels and other snow tools. As a result, AMES’ results
of operations, financial results and cash flows could be adversely impacted.

Further consolidation in the retail industry may adversely affect profitability.

Home centers and mass merchandisers have consolidated and increased in scale. If this trend continues,
customers will
likely seek more favorable terms for their purchases of products, which will limit
Griffon’s ability to pass through raw material or other cost increases, or to raise prices for any reason.
Sales on terms less favorable than current terms could have a material adverse effect on profitability.

Unionized employees could strike or participate in a work stoppage.

Griffon employs approximately 6,100 people on a full-time basis, approximately 8% of whom are
covered by collective bargaining or similar labor agreements (all within Telephonics and AMES). If
unionized employees engage in a strike or other work stoppage, or if Griffon is unable to negotiate
acceptable extensions of agreements with labor unions, a significant disruption of operations and
increased operating costs could occur. In addition, any renegotiation or renewal of labor agreements
could result in higher wages or benefits paid to unionized employees, which could increase operating
costs and could have a material adverse effect on profitability.

19

Griffon may be required to record impairment charges for goodwill and indefinite-lived intangible assets.

Griffon is required to assess goodwill and indefinite-lived intangible assets annually for impairment or
on an interim basis if changes in circumstances or the occurrence of events suggest impairment exists. If
impairment testing indicates that the carrying value of reporting units or indefinite-lived intangible
assets exceeds the respective fair value, an impairment charge would be recognized. If goodwill or
indefinite-lived intangible assets were to become impaired, the results of operations could be materially
and adversely affected.

Trends in the baby diaper market will directly impact Griffon’s business.

Recent trends have been for baby diaper manufacturers to specify thinner plastic films for use in their
products which reduces the amount of product sold and Plastics’ revenue; this trend has generally
resulted in Plastics incurring costs to redesign and reengineer products to accommodate required
specification changes. Such decreases, or the inability to meet changing customer specifications, could
result in a material decline in Plastics revenue and profits.

Telephonics’ business depends heavily upon government contracts and, therefore, the defense budget.

Telephonics sells products to the U.S. government and its agencies both directly and indirectly as a first-
tier supplier to prime contractors in the defense industry such as Lockheed Martin, Boeing, Sikorsky
and Northrop Grumman. In the year ended September 30, 2014, U.S. government contracts and
subcontracts accounted for approximately 15% of Griffon’s consolidated revenue. Contracts involving
the U.S. government may include various risks, including:

• Termination for default or for convenience by the government;

• Reduction or modification in the event of changes in the government’s requirements or

budgetary constraints;

• Increased or unexpected costs, causing losses or reduced profits under contracts where
Telephonics’ prices are fixed, or determinations that certain costs are not allowable under
particular government contracts;

• The failure or inability of the prime contractor to perform its contract in circumstances where

Telephonics is a subcontractor;

• Failure to observe and comply with government business practice and procurement regulations
such that Telephonics could be suspended or barred from bidding on or receiving awards of new
government contracts;

• The failure of the government to exercise options for additional work provided for in contracts;

and

• The government’s right, in certain circumstances, to freely use technology developed under these

contracts.

All of Telephonics’ U.S. Government end-user contracts contain a termination for convenience clause,
regardless if Telephonics is the prime contractor or the subcontractor. This clause generally entitles
Telephonics, upon a termination for convenience, to receive the purchase price for delivered items,
reimbursement of allowable work-in-process costs, and an allowance for profit. Allowable costs would
include the costs to terminate existing agreements with suppliers.

The programs in which Telephonics participates may extend for several years, and may be funded on an
incremental basis. Decreases in the U.S. defense budget, in particular with respect to programs to which
Telephonics supplies materials, could have a material adverse impact on Telephonics financial
conditions, results of operations and cash flows. The U.S. government may not continue to fund
programs to which Telephonics’ development projects apply. Even if funding is continued, Telephonics

20

may fail to compete successfully to obtain funding pursuant to such programs. Reductions to funding on
existing programs or delays in the funding of new opportunities could affect the timing of revenue
recognition, and impact Telephonics’ and Griffon’s results of operations.

In 2014, the Budget Control Act called for additional substantial, mandatory defense spending
reductions, known as “sequestration.” There continues to be much uncertainty regarding how
sequestration will be implemented. There are many variables in how the law could be applied that make
it difficult to determine the specific impacts; however, we expect that sequestration will result in lower
revenues, profits and cash flows for Telephonics.

Ability of government to fund and conduct its operations

The impact of a government shutdown for any duration could have a material adverse effect on
Telephonics’ revenues, profits and cash flows. Telephonics relies on government personnel to conduct
routine business processes related to the inspection and delivery of products for various programs, to
approve and pay certain billings and invoices, and for other administrative services that, if disrupted,
could have an immediate impact on Telephonics’ business related to government programs.

Telephonics’ business could be adversely affected by a negative audit by the U.S. Government

As a government contractor, and a subcontractor to government contractors, Telephonics is subject to
audits and investigations by U.S. Government Agencies such as the Defense Contract Audit Agency,
the Defense Security Service, with respect to its classified contracts, other Inspectors General and the
Department of Justice. These agencies review a contractor’s performance under its contracts, its cost
structure and compliance with applicable laws and standards as well as compliance with applicable
regulations, including those relating to facility and personnel security clearances. These agencies also
review the adequacy of, and a contractor’s compliance with, its internal control systems and policies,
including the contractor’s management, purchasing, property, estimating, compensation, and accounting
and information systems. Any costs found to be misclassified or improperly allocated to a specific
contract will not be reimbursed, or must be refunded if already billed and collected. Griffon could incur
significant expenses in complying with audits and subpoenas issued by the government in aid of
inquiries and investigations. If an audit or an investigation uncovers improper or illegal activities,
Telephonics may be subject to civil and criminal penalties and/or administrative sanctions, which could
include contract termination, forfeiture of profit, suspension of payments, fines and suspension or
prohibition from doing business with the U.S. Government. In addition, if allegations of impropriety are
made, Telephonics and Griffon could suffer serious reputational harm.

Many of our contracts contain performance obligations that require innovative design capabilities, are
technologically complex, or are dependent upon factors not wholly within our control. Failure to meet
these obligations could adversely affect customer relations, future business opportunities, and our overall
profitability.

Telephonics designs, develops and manufactures advanced and innovative surveillance and commu-
nication products for a broad range of applications for use in varying environments. As with many of
our programs, system specifications, operational requirements and test requirements are challenging,
exacerbated by the need for quick delivery schedules. Technical problems encountered and delays in
the development or delivery of such products, as well as the inherent discretion involved in government
approval related to compliance with applicable specifications of products supplied under government
contracts, could prevent us from meeting contractual obligations, which could subject us to termination
for default. Under a termination for default, the company is entitled to negotiate payment for
undelivered work if the Government requests the transfer of title and delivery of partially completed
supplies and materials. Conversely, if the Government does not make this request, there is no obligation
to reimburse the company for its costs incurred. We may also be subject to the repayment of advance
and progress payments, if any. Additionally, the company may be liable to the Government for any of

21

its excess costs incurred in acquiring supplies and services similar to those terminated for default, and
for other damages. Should any of the foregoing events occur, it could result in a material adverse effect
on our financial position.

Griffon’s companies must continually improve existing products, design and sell new products and invest
in research and development in order to compete effectively.

The markets for Plastics and Telephonics are characterized by rapid technological change, evolving
industry standards and continuous improvements in products. Due to constant changes in these markets,
future success depends on their ability to develop new technologies, products, processes and product
applications.

Product and technological developments are accomplished both through internally-funded R&D
projects, as well as through strategic partnerships with customers. Because it is not generally possible to
predict the amount of time required and costs involved in achieving certain R&D objectives, actual
development costs may exceed budgeted amounts and estimated product development schedules may
be extended. Griffon’s financial condition and results of operations may be materially and adversely
affected if:

• Product improvements are not completed on a timely basis;

• New products are not introduced on a timely basis or do not achieve sufficient market

penetration;

• There are budget overruns or delays in R&D efforts; or

• New products experience reliability or quality problems.

Griffon may be unable to implement its acquisition growth strategy, which may result in added expenses
without a commensurate increase in revenue and income and divert management’s attention.

Making strategic acquisitions is a significant part of Griffon’s growth plans. The ability to successfully
complete acquisitions depends on identifying and acquiring, on acceptable terms, companies that either
complement or enhance currently held businesses or expand Griffon into new profitable businesses,
and, for certain acquisitions, obtaining financing on acceptable terms. Additionally, Griffon must
properly integrate acquired businesses in order to maximize profitability. The competition for
acquisition candidates is intense and Griffon cannot assure that it will successfully identify acquisition
candidates and complete acquisitions at reasonable purchase prices, in a timely manner, or at all.
Further, there is a risk that acquisitions will not be properly integrated into Griffon’s existing structure.
In implementing an acquisition growth strategy, the following may be encountered:

• Costs associated with incomplete or poorly implemented acquisitions;

• Expenses, delays and difficulties of integrating acquired companies into Griffon’s existing

organization;

• Dilution of the interest of existing stockholders;

• Diversion of management’s attention; or

• Difficulty in obtaining financing on acceptable terms, or at all.

An unsuccessful implementation of Griffon’s acquisition growth strategy could have an adverse impact
on Griffon’s results of operations, cash flows and financial condition.

22

The loss of certain key officers or employees could adversely affect Griffon’s business.

The success of Griffon is materially dependent upon the continued services of certain key officers and
employees. The loss of such key personnel could have a material adverse effect on Griffon’s operating
results or financial condition.

Griffon is exposed to a variety of risks relating to non-U.S. sales and operations, including non-U.S.
economic and political conditions and fluctuations in exchange rates.

Griffon and its companies conduct operations in Germany, Canada, Brazil, Australia, Turkey and
China, and sell their products in many countries around the world. Sales of products through non-U.S.
subsidiaries accounted for approximately 24% of consolidated revenue for the year ended September
30, 2014. These sales could be adversely affected by changes in political and economic conditions, trade
protection measures, the ability of the Company to enter into industrial cooperation agreements (off-set
agreements), differing intellectual property rights laws and changes in regulatory requirements that
restrict the sales of products or increase costs in such locations. Enforcement of existing laws in such
jurisdictions can be uncertain, and the lack of a sophisticated body of laws can create various
uncertainties, including with respect to customer and supplier contracts. Currency fluctuations between
the U.S. dollar and the currencies in the non-U.S. regions in which Griffon does business may also have
an impact on future reported financial results.

Our international sales and operations are subject to applicable laws relating to trade, export controls
and foreign corrupt practices, the violation of which could adversely affect our operations. We are
subject to various anti-corruption laws that prohibit improper payments or offers of payments to foreign
governments and their officials for the purpose of obtaining or retaining business. In addition, we are
subject to export controls, laws and regulations applicable to us, including the Arms Export Control
Act, the International Traffic in Arms Regulation and the Export Administration Regulations, and
economic sanctions laws and embargoes imposed by various governments or organizations, including
the U.S. and the European Union or member countries. Violations of anti-corruption, export controls,
or sanctions laws may result in severe criminal or civil sanctions and penalties, including debarments
from export privileges, loss of authorizations needed to conduct our international business, or harm our
ability to enter into contracts with the U.S. Government, and we may be subject to other liabilities,
which could have a material adverse effect on our business, results of operations and financial
condition.

Griffon may not be able to protect its proprietary rights.

Griffon relies on a combination of patent, copyright and trademark laws, trade secrets, confidentiality
and non-disclosure agreements and other contractual provisions to protect proprietary rights. Such
measures do not provide absolute protection and Griffon cannot give assurance that measures for
protecting these proprietary rights are and will be adequate, or that competitors will not independently
develop similar technologies.

Griffon may inadvertently infringe on, or may be accused of infringing on, proprietary rights held by
another party.

Griffon is regularly improving its technology and employing existing technologies in new ways. Though
Griffon takes reasonable precautions to ensure it does not infringe on the rights of others, it is possible
that Griffon may inadvertently infringe on, or may be accused of infringing on, proprietary rights held
by others. If Griffon is found to have infringed on the propriety rights held by others, any related
litigation or settlement relating to such infringement may have a material effect on Griffon’s business,
results of operations and financial condition.

23

Griffon is exposed to product liability and warranty claims.

Griffon is subject to product liability and warranty claims in the ordinary course of business, including
with respect to former businesses now included within discontinued operations. These claims relate to
the conformity of its products with required specifications, and to alleged or actual defects in Griffon’s
products (or in end-products in which Griffon’s products were a component part) that cause damage to
property or persons. There can be no assurance that future product liability claims will not be brought
against Griffon, either by an injured customer of an end product manufacturer who used one of the
products as a component or by a direct purchaser. There is also no assurance that the number and value
of warranty claims will not increase as compared to historical claim rates, or that our warranty reserve
at any particular time is sufficient. No assurance can be given that indemnification from customers or
coverage under insurance policies will be adequate to cover future product liability claims against
Griffon; for example, product liability insurance typically does not cover claims for punitive damages.
Warranty claims are typically not covered by insurance at all. Product liability insurance can be
expensive, difficult to maintain and may be unobtainable in the future on acceptable terms. The amount
and scope of any insurance coverage may be inadequate if a product liability claim is successfully
asserted. Furthermore,
if any significant claims are made, the business and the related financial
condition of Griffon may be adversely affected by negative publicity.

Griffon has been, and may in the future be, subject to claims and liabilities under environmental laws and
regulations.

Griffon’s operations and assets are subject to environmental laws and regulations pertaining to the
discharge of materials into the environment, the handling and disposal of wastes, including solid and
hazardous wastes, or otherwise relating to health, safety and protection of the environment, in various
jurisdictions in which it operates. Griffon does not expect to make any expenditure with respect to
ongoing compliance with or remediation under these environmental laws and regulations that would
have a material adverse effect on its business, operating results or financial condition. However, the
applicable requirements under environmental laws and regulations may change at any time.

Griffon can incur environmental costs related to sites that are no longer owned or operated, as well as
third-party sites to which hazardous materials are sent. It cannot be assured that material expenditures
or liabilities will not be incurred in connection with such claims. See the Commitment and
Contingencies footnote in the Notes to Consolidated Financial Statements for further information on
environmental contingencies. Based on facts presently known, the outcome of current environmental
matters are not expected to have a material adverse effect on Griffon’s results of operations and
financial condition. However, presently unknown environmental conditions, changes in environmental
laws and regulations or other unanticipated events may give rise to claims that may involve material
expenditures or liabilities.

Changes in income tax laws and regulations or exposure to additional
adversely affect profitability.

income tax liabilities could

Griffon is subject to Federal, state and local income taxes in the U.S. and in various taxing jurisdictions
outside the U.S. Tax provisions and liabilities are subject to the allocation of income among various
U.S. and international tax jurisdictions. Griffon’s effective tax rate could be adversely affected by
changes in the mix of earnings in countries with differing statutory tax rates, changes in any valuation
allowance for deferred tax assets or the amendment or enactment of tax laws. The amount of income
taxes paid is subject to audits by U.S. Federal, state and local tax authorities, as well as tax authorities
in the taxing jurisdictions outside the U.S. If such audits result in assessments different from recorded
income tax liabilities, Griffon’s future financial results may include unfavorable adjustments to its
income tax provision.

24

Compliance with restrictions and covenants in Griffon’s debt agreements may limit its ability to take
corporate actions.

The senior secured credit agreement entered into by, and the terms of the senior notes issued by,
Griffon each contain covenants that restrict the ability of Griffon and its subsidiaries to, among other
things, incur additional debt, pay dividends, incur liens and make investments, acquisitions, dispositions,
restricted payments and capital expenditures. Under the credit agreement, Griffon is also required to
comply with specific financial ratios and tests. Griffon may not be able to comply in the future with
these covenants or restrictions as a result of events beyond its control, such as prevailing economic,
financial and industry conditions or a change in control of Griffon. If Griffon defaults in maintaining
compliance with the covenants and restrictions in its credit agreement or the senior notes, its lenders
could declare all of the principal and interest amounts outstanding due and payable and, in the case of
the credit agreement, terminate their commitments to extend credit to Griffon in the future. If Griffon
or its subsidiaries are unable to secure credit in the future, its business could be harmed.

Reported earnings per share may be more volatile because of the conversion contingency provision of the
notes.

The outstanding convertible notes are convertible when a “market price” condition is satisfied and also
upon the occurrence of other circumstances as more fully described in the Notes Payable, Capitalized
Leases and Long-Term Debt footnote in the Notes to Consolidated Financial Statements. Upon
conversion, at Griffon’s discretion, note holders will receive $1 in cash for each $1 principal amount of
notes presented for conversion or an equivalent value in Griffon’s common stock, and Griffon common
stock for the value above the principal amount of the notes. The potential shares of Griffon common
stock issuable for value above the principal value of the notes are considered in the calculation of
diluted earnings per share and volatility in Griffon’s stock price could cause these notes to be dilutive in
one quarter and not in a subsequent quarter, increasing the volatility of fully diluted earnings per share.

Griffon may be unable to raise additional financing if needed

Griffon may need to raise additional financing in the future in order to implement its business plan,
refinance debt, or to acquire new or complimentary businesses or assets. Any required additional
financing may be unavailable, or only available at unfavorable terms, due to uncertainties in the credit
markets. If Griffon raises additional funds by issuing equity securities, current holders of its common
stock may experience significant ownership interest dilution and the holders of the new securities may
have rights senior to the rights associated with current outstanding common stock.

Griffon’s indebtedness and interest expense could limit cash flow and adversely affect operations and
Griffon’s ability to make full payment on outstanding debt.

Griffon’s indebtedness poses potential risks such as:

• A substantial portion of cash flows from operations could be used to pay principal and interest
thereby reducing the funds available for working capital, capital expenditures,

on debt,
acquisitions, product development and other general corporate purposes;

• Insufficient cash flows from operations may force Griffon to sell assets, or seek additional capital,

which Griffon may not be able to accomplish on favorable terms, if at all; and

• The level of
downturns.

indebtedness may make Griffon more vulnerable to economic or industry

25

Griffon has the ability to issue additional equity securities, which would lead to dilution of issued and
outstanding common stock.

The issuance of additional equity securities or securities convertible into equity securities would result
in dilution to existing stockholders’ equity interests. Griffon is authorized to issue, without stockholder
vote or approval, 4,200,000 shares of preferred stock in one or more series, and has the ability to fix the
rights, preferences, privileges and restrictions of any such series. Any such series of preferred stock
could contain dividend rights, conversion rights, voting rights, terms of redemption, redemption prices,
liquidation preferences or other rights superior to the rights of holders of Griffon’s common stock.
There is no present intention of issuing any such preferred stock, but Griffon reserves the right to do so
in the future. In addition, Griffon is authorized to issue, without stockholder approval, up to 85,000,000
shares of common stock, of which 53,148,612 shares, net of treasury shares, were outstanding as of
September 30, 2014. Additionally, Griffon is authorized to issue, without stockholder approval,
securities convertible into either shares of common stock or preferred stock.

Item 1B. Unresolved Staff Comments

None.

26

Item 2. Properties

Griffon occupies approximately 7,700,000 square feet of general office, factory and warehouse space
throughout the U.S., Germany, Canada, Brazil, Australia, Turkey, China and the United Kingdom. For
a description of the encumbrances on certain of these properties, see the Notes Payable, Capitalized
Leases and Long-Term Debt footnote in the Notes to Consolidated Financial Statements. The following
table sets forth certain information related to Griffon’s major facilities:

Location

Business Segment

Primary Use

New York, NY . . . . . . . . . . . . . . Corporate
Jericho, NY . . . . . . . . . . . . . . . . . Corporate
Farmingdale, NY . . . . . . . . . . . . Telephonics
Huntington, NY . . . . . . . . . . . . . Telephonics
Huntington, NY . . . . . . . . . . . . . Telephonics
Columbia, MD . . . . . . . . . . . . . . Telephonics
Elizabeth City, NC . . . . . . . . . . Telephonics
Mason, OH. . . . . . . . . . . . . . . . . . Home & Building Products/

Headquarters
Office
Manufacturing/R&D
Manufacturing
Manufacturing
Engineering
Repair and Service

Approx.
Square
Footage

Owned/
Leased

Lease
End
Year

10,000 Leased 2016
6,900 Leased 2016

180,000 Owned
90,000 Owned
100,000 Leased 2016
25,000 Leased 2015
22,000 Leased 2039

131,000 Owned
289,000 Owned
124,000 Owned
354,000 Owned
210,000 Owned
190,000 Leased 2019
114,000 Owned
44,000 Leased 2015
30,000 Leased 2014
867,000 Leased 2021
339,000 Owned

Office/R&D
Clopay Plastic Products
Manufacturing
Aschersleben, Germany . . . . . Clopay Plastic Products
Manufacturing
Dombuhl, Germany . . . . . . . . . Clopay Plastic Products
Manufacturing
Augusta, KY . . . . . . . . . . . . . . . . Clopay Plastic Products
Manufacturing
Nashville, TN . . . . . . . . . . . . . . . Clopay Plastic Products
Manufacturing
Nashville, TN . . . . . . . . . . . . . . . Clopay Plastic Products
Manufacturing
Jundiai, Brazil . . . . . . . . . . . . . . . Clopay Plastic Products
Manufacturing
Hangzhou, China . . . . . . . . . . . . Clopay Plastic Products
Istanbul, Turkey . . . . . . . . . . . . . Clopay Plastic Products
Manufacturing
Troy, OH . . . . . . . . . . . . . . . . . . . Home & Building Products Manufacturing
Russia, OH. . . . . . . . . . . . . . . . . . Home & Building Products Manufacturing
Carlisle, PA . . . . . . . . . . . . . . . . . Home & Building Products Manufacturing, Distribution 1,227,000 Leased 2015
400,000 Leased 2017
Reno, NV . . . . . . . . . . . . . . . . . . . Home & Building Products Manufacturing, Distribution
380,000 Leased 2020
Camp Hill, PA . . . . . . . . . . . . . . Home & Building Products Office, Manufacturing
264,000 Owned
Harrisburg, PA . . . . . . . . . . . . . . Home & Building Products Manufacturing
353,000 Owned
St. Francois, Quebec . . . . . . . . Home & Building Products Manufacturing, Distribution
82,000 Owned
Falls City, NE . . . . . . . . . . . . . . . Home & Building Products Manufacturing
74,000 Owned
Cork, Ireland . . . . . . . . . . . . . . . . Home & Building Products Manufacturing, Distribution
32,000 Leased 2016
Victoria, Australia. . . . . . . . . . . Home & Building Products Manufacturing, Distribution
29,000 Leased 2017
Victoria, Australia. . . . . . . . . . . Home & Building Products Manufacturing
57,000 Leased 2017
Victoria, Australia. . . . . . . . . . . Home & Building Products Distribution
32,000 Leased 2017
New South Wales, Australia. Home & Building Products Distribution
72,000 Leased 2015
New South Wales, Australia. Home & Building Products Manufacturing

Griffon also leases approximately 1,000,000 square feet of space for the CBP distribution centers in
numerous facilities throughout the U.S. and in Canada. In addition, AMES owns approximately 200,000
square feet of space for wood mills in the U.S. and leases approximately 250,000 square feet of
additional distribution facility space throughout Australia.

All facilities are generally well maintained and suitable for the operations conducted.

Item 3. Legal Proceedings

Griffon is involved in litigation, investigations and claims arising out of the normal conduct of business,
including those relating to commercial transactions, product liability and warranty claims, environ-
mental, employment, and health and safety matters. Griffon estimates and accrues liabilities resulting
from such matters based on a variety of factors, including the stage of the proceeding; potential
settlement value; assessments by internal and external counsel; and assessments by environmental

27

engineers and consultants of potential environmental liabilities and remediation costs. Such estimates
are not discounted to reflect the time value of money due to the uncertainty in estimating the timing of
the expenditures, which may extend over several years.

While it is impossible to ascertain the ultimate legal and financial liability with respect to certain
contingent liabilities and claims, Griffon believes, based upon examination of currently available
information, experience to date, and advice from legal counsel, that the individual and aggregate
liabilities resulting from the ultimate resolution of
these contingent matters, after taking into
consideration our existing insurance coverage and amounts already provided for, will not have a
material adverse impact on consolidated results of operations, financial position or cash flows.

Item 4. Reserved

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities

Griffon’s Common Stock is listed for trading on the New York Stock Exchange under the symbol
“GFF”. The following table shows, for the periods indicated, the quarterly range in the high and low
sales prices for Griffon’s Common Stock and the amount of dividends paid during the last two years:

Fiscal 2014

Market Prices
High
Low

Dividends
Per Share

Quarter ended December 31, . . . . . . . . . .
Quarter ended March 31, . . . . . . . . . . . . . .
Quarter ended June 30,. . . . . . . . . . . . . . . .
Quarter ended September 30,. . . . . . . . . .

$13.64
14.34
12.55
12.77

$11.87
11.73
10.45
10.43

$0.03
0.03
0.03
0.03
$0.12

Fiscal 2013
Market Prices
High
Low

$11.50
12.24
12.08
12.68

$ 8.03
10.85
9.73
10.85

Dividends
Per Share

$0.025
0.025
0.025
0.025
$0.100

Dividends

On November 17, 2011, the Company began declaring quarterly cash dividends. During 2012, the
Company declared and paid quarterly dividends of $0.02 per share, totaling $0.08 per share for the year.
During 2013, the Company declared and paid quarterly dividends of $0.025 per share, totaling $0.10 per
share for the year. During 2014, the Company declared and paid quarterly dividends of $0.03 per share,
totaling $0.12 per share for the year. No cash dividends on Common Stock were declared or paid during
the two years ended September 30, 2011. The Company currently intends to pay dividends each quarter;
however, payment of dividends is determined by the Board of Directors, at its discretion based on
various factors, and no assurance can be provided as to the payment of future dividends.

On November 12, 2014, the Company declared a $0.04 per share dividend payable on December 23,
2014 to shareholders of record as of December 3, 2014.

Holders

As of October 31, 2014, there were approximately 11,000 record holders of Griffon’s Common Stock.

Securities Authorized for Issuance Under Equity Compensation Plans

Information regarding securities authorized for issuance under Griffon’s equity compensation plans is
contained in Part III, Item 12 of this Form 10-K.

28

Issuer Purchase of Equity Securities

The table below presents shares of Griffon Stock which were acquired by Griffon during the fourth
quarter of 2014:

ISSUER PURCHASES OF EQUITY SECURITIES

(a) Total
Number of
Shares
(or Units)
Purchased
160,000(1)
3,076(2)
408,246(3)
571,322

(b) Average
Price Paid
Per Share
(or Unit)

$12.44
11.19
12.27

$12.31

(c) Total Number
of Shares
(or Units)
Purchased as
Part of Publicly
Announced Plans
or Programs (1)

160,000
—
398,150

558,150

(d) Maximum
Number (or
Approximate Dollar
Value) of Shares
(or Units) That
May Yet Be
Purchased Under
the Plans
or Programs

$38,860(1)

Period

July 1–31, 2014. . . . . . . . . . . . . . . . . . .
August 1–31, 2014 . . . . . . . . . . . . . . .
September 1–30, 2014 . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1) Shares were purchased by the Company in open market purchases pursuant to share repurchase
plans authorized by the Company’s Board of Directors. On May 1, 2014, the Company’s Board of
Directors authorized the repurchase of up to $50,000 of Griffon common stock; as of September 30,
2014, $38,860 remained available for purchase under this program.

(2) Includes 3,076 shares acquired by the Company from holders of restricted stock upon vesting of the

restricted stock to satisfy tax withholding obligations of the holders.

(3) Includes (a) 398,150 shares purchased by the Company in open market purchases pursuant to a stock
buyback plan authorized by the Company’s Board of Directors and (b) 10,096 shares acquired by the
Company from the holders of restricted stock upon vesting of the restricted stock to satisfy tax
withholding obligations of the holders.

29

Performance Graph

The performance graph does not constitute soliciting material, is not deemed filed with the SEC and is
not incorporated by reference in any of Griffon’s filings under the Securities Act of 1933 or the
Exchange Act of 1934, whether made before or after the date of this Annual Report on Form 10-K and
irrespective of any general incorporation language in any such filings, except to the extent Griffon
specifically incorporates this performance graph by reference therein.

The following graph sets forth the cumulative total return to Griffon’s stockholders during the five
years ended September 30, 2014, as well as an overall stock market (S&P Small Cap 600 Index) and
Griffon’s peer group index (Dow Jones U.S. Diversified Industrials Index). Assumes $100 was invested
on September 30, 2009, including the reinvestment of dividends, in each category.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Griffon Corporation, the S&P Smallcap 600 Index
and the Dow Jones US Diversified Industrials Index

$250

$200

$150

$100

$50

$0

9/09

9/10

9/11

9/12

9/13

9/14

Griffon Corporation

S&P Smallcap 600

Dow Jones US Diversified Industrials

* $100 invested on 9/30/09 in stock or index, including reinvestment of dividends.

30

Item 6. Selected Financial Data

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,991,811

2014

For the Years Ended September 30,
2013
2011
2012
(in thousands, except per share amounts)
$1,830,802
$1,861,145
$1,871,327

2010

$1,293,996

Income (loss) before taxes and

discontinued operations . . . . . . . . . . . . . .
Provision (benefit) for income taxes . . .
Income (loss) from continuing

operations . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income (loss) from discontinued

operations . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net Income (loss). . . . . . . . . . . . . . . . . . . . . .

Basic earnings (loss) per share:

Continuing operations . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . .

Weighted average shares outstanding . .

Diluted earnings (loss) per share:

Continuing operations . . . . . . . . . . . . .
Discontinued operations . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . .

Weighted average shares outstanding . .

Cash dividends declared per common

share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capital expenditures . . . . . . . . . . . . . . . . . . .

Depreciation and amortization . . . . . . . . .

$

$

$

$

$

$

$

$

$

(5,716) $
(5,539)

14,333
7,543

$

21,941
4,930

$ (14,349) $
(6,918)

13,812
4,308

(177)

6,790

17,011

(7,431)

—
(177) $

(3,023)
3,767

0.00
—
0.00

49,367

0.00
—
0.00

49,367

0.12

77,094

67,396

$

$

$

$

$

$

$

0.12
(0.06)
0.07

54,428

0.12
(0.05)
0.07

56,563

0.10

64,441

70,748

$

$

$

$

$

$

$

$

—
17,011

0.30
—
0.30

55,914

0.30
—
0.30

57,329

0.08

68,851

66,264

$

$

$

$

$

$

$

$

9,504

88
9,592

0.16
0.00
0.16

—
(7,431) $

(0.13) $
—
(0.13) $

58,919

58,974

(0.13) $
—
(0.13) $

0.16
0.00
0.16

58,919

59,993

— $

—

87,617

60,712

$

$

40,477

40,442

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,820,361

$1,777,608

$1,802,921

$1,861,983

$1,750,430

Current portion of debt, net of debt

discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long term portion of debt, net of debt
discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt, net of debt discount . . . . . . .

$

7,886

$

10,768

$

17,703

$

25,164

$

20,901

805,101
$ 812,987

678,487
$ 689,255

681,907
$ 699,610

688,247
$ 713,411

503,935
$ 524,836

Notes:

Results of operations from acquired businesses are included from the date of acquisition forward. The
fair value of assets and liabilities, inclusive of changes resulting from operating the businesses, are
included in the first period ended after the date of each acquisition, and all periods thereafter.

2014 includes $6,136 of restructuring charges ($3,804, net of tax, or $0.07 per share), $3,161 of
acquisition costs ($1,960, net of tax, or $0.04 per share), $38,890 loss on debt extinguishment ($24,964,
net of tax, or $0.49 per share) and discrete tax benefits, net, of $4,674 or $0.09 per share.

2013 includes $13,262 of restructuring charges ($8,266, net of tax, or $0.15 per share), a loss on pension
settlement of $2,142 ($1,392, net of tax, or $0.02 per share) and discrete tax benefits, net, of $325 or
$0.01 per share.

2012 includes $4,689 of restructuring charges ($3,048, net of tax, or $0.05 per share), $477 of acquisition
related costs ($310, net of tax, or $0.01 per share) and discrete tax benefits, net, of $5,110, or $0.09
per share.

31

2011 includes $26,164 ($16,813, net of tax, or $0.29 per share) of loss on debt extinguishment; $15,152
($9,849, net of tax, or $0.17 per share) of increased cost of goods sold related to the sale of inventory
recorded at fair value in connection with acquisition accounting for AMES; $7,543 ($4,903, net of tax, or
$0.08 per share) of restructuring charges; and $4,570, or $0.08 per share of discrete tax benefits, net.

2010 includes $9,805 ($7,704, net of tax, or $0.13 per share) of acquisition costs; $4,180 ($2,717, net of
tax, or $0.05 per share) of restructuring charges; $1,117 ($726, net of tax, or $0.01 per share) of loss on
debt extinguishment; and $2,307, or $0.04 per share of discrete tax benefits, net.

Due to rounding, the sum of earnings per share of Continuing operations and Discontinued operations
may not equal earnings per share or Net income.

32

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

(Unless otherwise indicated, all references to years or year-end refers to the fiscal year ending
September 30 and dollars are in thousands, except per share data)

OVERVIEW

The Company

Griffon Corporation (the “Company” or “Griffon”) is a diversified management and holding company
conducting business through wholly-owned subsidiaries. Griffon oversees the operations of
its
subsidiaries, allocates resources among them and manages their capital structures. Griffon provides
direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as
well as in connection with divestitures. Griffon, to further diversify, also seeks out, evaluates and, when
appropriate, will acquire additional businesses that offer potentially attractive returns on capital.

Headquartered in New York, N.Y., the Company was founded in 1959 and is incorporated in Delaware.
Griffon is listed on the New York Stock Exchange and trades under the symbol GFF.

Griffon currently conducts its operations through three reportable segments: Telephonics Corporation
(“Telephonics”), Home & Building Products
(“HBP”) and Clopay Plastic Products Company
(“Plastics”).

• HBP consists of two companies, The AMES Companies, Inc. (“AMES”) and Clopay Building
Products (“CBP”). HBP accounted for 49% of Griffon’s consolidated revenue in 2014, and 46%
in both 2013 and 2012:

– AMES is a global provider of non-powered landscaping products that make work easier for
homeowners and professionals. AMES’ revenue was 25% of Griffon’s consolidated revenue in
2014, and 23% in both 2013 and 2012.

– CBP is a leading manufacturer and marketer of residential, commercial and industrial garage
doors to professional installing dealers and major home center retail chains. CBP’s revenue
was 24% of Griffon’s consolidated revenue in 2014, and 23% in both 2013 and 2012.

• Telephonics designs, develops and manufactures high-technology integrated information,
communication and sensor system solutions for military and commercial markets worldwide.
Telephonics’ revenue was 21% of Griffon’s consolidated revenue in 2014, and 24% in both 2013
and 2012.

• Plastics is an international leader in the development and production of embossed, laminated and
printed specialty plastic films used in a variety of hygienic, health-care and industrial
applications. Plastics’ revenue was 30% of Griffon’s consolidated revenue in 2014, 2013 and 2012.

On May 21, 2014, AMES acquired the Australian Garden and Tools division of Illinois Tool Works,
Inc. (“Cyclone”) for approximately $40,000, including a $4,000 working capital adjustment. Cyclone
offers a full range of quality garden and hand tool products sold under various leading brand names
including Cyclone®, Nylex® and Trojan®, designed to meet the requirements of both the Do-it-
Yourself and professional trade segments.

On December 31, 2013, AMES acquired Northcote Pottery (“Northcote”), founded in 1897 and a
leading brand in the Australian outdoor planter and decor market,
for approximately $22,000.
Northcote complements Southern Patio®, acquired in 2011, and adds to AMES’ existing lawn and
garden operations in Australia.

33

CONSOLIDATED RESULTS OF OPERATIONS

2014 Compared to 2013

Revenue for the year ended September 30, 2014 was $1,991,811, compared to $1,871,327 in the prior
year, with the increase driven by HBP and Plastics. Gross profit for 2014 was $459,399 compared to
$417,585 in 2013, with gross margin as a percent of sales (“gross margin”) of 23.1% and 22.3%,
respectively.

Selling, general and administrative (“SG&A”) expenses increased $34,630 to $375,099 in 2014 from
$340,469 in 2013 in support of the increased level of sales and due to the inclusion of Northcote and
Cyclone expenses from their respective acquisition dates. SG&A for 2014, as a percent of revenue,
increased to 18.8% from 18.2% in 2013. SG&A included $3,161 of acquisition related expenses in 2014,
and a $2,142 pension settlement loss resulting from the lump-sum buyout of certain participant’s
balances in the Company’s defined benefit plan in 2013.

Interest expense in 2014 totaled $48,447, a decrease of $4,073 compared to the prior year, primarily
driven by lower average borrowing rates as a result of the Senior Notes refinancing, partially offset by
increased debt levels.

Other income of $3,154 in 2014 and $2,646 in 2013 consists primarily of currency exchange transaction
gains and losses from receivables and payables held in non-functional currencies, and net gains on
investments.

Griffon reported a pretax loss for the year ended September 30, 2014 compared to pretax income for
the prior year. In 2014, the Company recognized a tax benefit from continuing operations of 96.9%
compared to a provision of 52.6% in 2013. The 2014 and 2013 rates reflected net discrete benefits of
$4,674 and $325, respectively, resulting from release of previously established reserves for uncertain tax
positions on conclusion of tax audits, the filing of tax returns in various jurisdictions and tax basis
review and adjustment for the impact of tax law changes enacted; the 2013 discrete amount also
reflected net benefits resulting from various tax planning initiatives in prior years and the retroactive
extension of the federal R&D credit signed into law January 2, 2013. Excluding discrete tax items, the
2014 rate would have been a benefit of 15.1%, and the 2013 rate would have been a provision of 54.9%.
In both years, the effective rates reflect the impact of permanent differences not deductible in
determining taxable income, mainly limited deductibility of restricted stock, tax reserves and of changes
in earnings mix between domestic and non-domestic operations, all of which are material relative to the
level of pretax result.

Net loss from continuing operations was $177, or $0.00 per share, for 2014 compared to income of
$6,790, or $0.12 cents per share in the prior year. The current year results included:

– Loss from debt extinguishment of $38,890 ($24,964, net of tax or $0.49 per share);

– Restructuring charges of $6,136 ($3,804, net of tax, or $0.07 per share);

– Acquisition costs of $3,161 ($1,960, net of tax, or $0.04 per share); and

– Discrete tax benefits, net, of $4,674 or $0.09 per share

The prior year results included:

– Restructuring charges of $13,262 ($8,266, net of tax, or $0.15 per share);

– Loss on pension settlement of $2,142 ($1,392, net of tax or $0.02 per share); and

– Discrete tax benefits, net, of $325 or $0.01 per share.

Excluding these items from both reporting periods, 2014 Net income from continuing operations would
have been $25,877 thousand, or $0.51 per share compared to $16,123, or $0.29 per share, in 2013.

34

2013 Compared to 2012

Revenue for the year ended September 30, 2013 was $1,871,327, compared to $1,861,145 in the prior
year, with the increase driven by Telephonics. Gross profit for 2013 was $417,585 compared to $418,805
in 2012, with gross margin as a percent of sales of 22.3% and 22.5%, respectively.

SG&A expenses decreased $1,227 to $340,469 in 2013 from $341,696 in 2012. SG&A expenses as a
percent of revenue for 2013 decreased to 18.2% from 18.4% in 2012. In 2013, SG&A included a $2,142
pension settlement loss resulting from the lump-sum buyout of certain participant’s balances in the
Company’s defined benefit plan; the buyouts, funded by the pension plan, reduced the Company’s net
pension liability by $3,472. SG&A expenses in 2012 included $477 of acquisition-related expenses.

Interest expense in 2013 totaled $52,520, in-line with the prior year of $52,007.

Other income of $2,646 in 2013 and $1,236 in 2012 consists primarily of currency exchange transaction
gains and losses from receivables and payables held in non-functional currencies, and net gains on
investments.

Griffon’s effective tax rate for 2013 was 52.6% compared to a benefit of 22.5% in 2012. The 2013 rate
reflected net discrete benefits of $325 primarily resulting from release of previously established reserves
for uncertain tax positions on conclusion of tax audits, benefits from various tax planning initiatives, and
benefits arising on the filing of tax returns in various jurisdictions. The 2012 rate reflected net discrete
benefits of $5,110 primarily from the release of previously established reserves for uncertain tax
positions on conclusion of various tax audits, and benefits related to various tax planning initiatives.
Excluding discrete tax items, the 2013 rate would have been 54.9%, and the 2012 benefit would have
been 45.8%. In both years, the effective rates reflect the impact of permanent differences not deductible
in determining taxable income, mainly limited deductibility of restricted stock, tax reserves and of
changes in earnings mix between domestic and non-domestic operations, all of which are material
relative to the level of pretax result.

Net income from continuing operations was $6,790, or $0.12 per share, for 2013 compared to $17,011 or
$0.30 cents per share in the prior year. The current year results included:

– Restructuring charges of $13,262 ($8,266, net of tax, or $0.15 per share);

– Loss on pension settlement of $2,142 ($1,392, net of tax or $0.02 per share); and

– Discrete tax benefits, net, of $325 or $0.01 per share.

The prior year results included:

– Restructuring charges of $4,689 ($3,048, net of tax, or $0.05 per share);

– Acquisition and integration costs of $477 ($310, net of tax, or $0.01 per share); and

– Discrete tax benefits, net, of $5,110, or $0.09 per share.

Excluding these items from both reporting periods, 2013 Net income from continuing operations would
have been $16,123, or $0.29 per share compared to $15,259, or $0.27 per share, in 2012.

Griffon evaluates performance based on Earnings (loss) per share from continuing operations and Net
income (loss) from continuing operations excluding, as applicable, restructuring charges, gains (losses)
from pension settlement and debt extinguishment, acquisition-related expenses, including the impact of
the fair value of inventory acquired as part of a business combination, and discrete tax items (a non-
GAAP measure). Griffon believes this information is useful to investors for the same reason. The
following table provides a reconciliation of Earnings (loss) per share from continuing operations and
Net income (loss) from continuing operations to Adjusted earnings (loss) per share from continuing
operations and Adjusted net income from continuing operations:

35

GRIFFON CORPORATION AND SUBSIDIARIES
RECONCILIATION OF INCOME (LOSS) FROM CONTINUING OPERATIONS
TO ADJUSTED INCOME FROM CONTINUING OPERATIONS
(Unaudited)

For the Years Ended September 30,
2013

2014

2012

Income (loss) from continuing operations . . . . . . . . . . . . . . . . . . .

$ (177)

$ 6,790

$17,011

Adjusting items, net of tax:

Loss from debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on pension settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discrete tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted income from continuing operations . . . . . . . . . . . . . . . .

24,964
3,804
1,960
—
(4,674)
$25,877

—
8,266
—
1,392
(325)
$16,123

—
3,048
310
—
(5,110)
$15,259

Earnings (loss) per common share from continuing

operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

0.00

$ 0.12

$

0.30

Adjusting items, net of tax:

Loss from debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on pension settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Discrete tax benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjusted earnings per share from continuing operations. . . . .

0.49
0.07
0.04
—
(0.09)
0.51

$

—
0.15
—
0.02
(0.01)
$ 0.29

—
0.05
0.01
—
(0.09)
0.27

$

REPORTABLE SEGMENTS

The following table provides a reconciliation of Segment operating profit to Income (loss) before taxes
and discontinued operations:

For the Years Ended September 30,
2013

2014

2012

Income (Loss) Before Taxes
Segment operating profit:

Home & Building Products. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Telephonics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plastics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total segment operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unallocated amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from debt extinguishment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on pension settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 40,538
45,293
28,881
114,712
(48,144)
(33,394)
(38,890)
—

$ 26,130
55,076
16,589
97,795
(52,167)
(29,153)
—
(2,142)

$ 37,082
49,232
13,688
100,002
(51,715)
(26,346)
—
—

Income (loss) before taxes from continuing operations. . . . . .

$ (5,716) $ 14,333

$ 21,941

Griffon evaluates performance and allocates resources based on each segments’ operating results before
interest income and expense, income taxes, depreciation and amortization, unallocated amounts (mainly
corporate overhead), restructuring charges, acquisition-related expenses including the impact of the fair
value of inventory acquired as part of a business combination, and gains (losses) from pension
settlement and debt extinguishment, as applicable (“Segment adjusted EBITDA”, a non-GAAP
measure). Griffon believes this information is useful to investors for the same reason.

36

The following table provides a reconciliation of Segment adjusted EBITDA to Income (loss) before
taxes and discontinued operations:

For the Years Ended September 30,
2013

2014

2012

Segment adjusted EBITDA:

Home & Building Products . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Telephonics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plastics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Segment adjusted EBITDA. . . . . . . . . . . . . . . . . . . . . . . . . . .
Net interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
Unallocated amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on pension settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 77,171
57,525
56,291
190,987
(48,144)
(66,978)
(33,394)
(38,890)
(6,136)
(3,161)
—

$ 70,064
63,199
48,100
181,363
(52,167)
(70,306)
(29,153)
—
(13,262)
—
(2,142)

$ 70,467
60,565
40,000
171,032
(51,715)
(65,864)
(26,346)
—
(4,689)
(477)
—

Income (loss) before taxes from continuing operations . . . . .

$ (5,716) $ 14,333

$ 21,941

Home & Building Products

Revenue:

2014

Years Ended September 30,
2013

2012

AMES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CBP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$503,687
475,756

Home & Building Products . . . . . . . . . . . . . . . . . . . . . . . . .

$979,443

$419,549
435,416

$854,965

$433,866
422,674

$856,540

Segment operating profit . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization. . . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 40,538 4.1% $ 26,130 3.1% $ 37,082 4.3%

31,580
1,892
3,161

36,195
7,739
—

32,034
874
477

Segment adjusted EBITDA. . . . . . . . . . . . . . . . . . . . . . . . .

$ 77,171 7.9% $ 70,064 8.2% $ 70,467 8.2%

2014 Compared to 2013

Segment revenue increased $124,478, or 15%, compared to the prior year. AMES revenue increased
20%, mainly driven by inclusion of Northcote and Cyclone results (10%) from acquisition date,
improved U.S. pots and planter sales (3%), and increased snow tool sales (7%). CBP revenue increased
9% due to increased volume (7%) and favorable product mix (2%). Segment revenue reflected the
unfavorable impact of foreign currency translation of a weaker Canadian dollar (1%).

Segment operating profit in 2014 was $40,538 compared to $26,130 in 2013. The current and prior years
included $1,892 and $7,739, respectively, of restructuring charges primarily related to the previously
announced manufacturing and operations consolidation initiative at AMES, and the current year
included $3,161 of acquisition costs related to the Northcote and Cyclone transactions. Excluding
restructuring charges and acquisition costs, 2014 Segment operating profit totaled $45,591, an increase
of $11,722 or 35% over the prior year comparable amount of $33,869, with the improvement due to
increased volume and favorable product mix at CBP, and the contributions from Northcote and
Cyclone (16%), partially offset by increased AMES’ distribution and freight costs. AMES also
continued to experience manufacturing inefficiencies in connection with its plant consolidation
initiative, which are expected to continue until the initiative is complete at the end of calendar 2014.
Segment operating profit included the unfavorable impact of foreign currency translation of a weaker

37

Canadian dollar (4%). The prior year benefited from $1,000 in Byrd Amendment receipts (anti-
dumping compensation from the government); current year Byrd Amendment receipts were not
significant. Segment depreciation and amortization decreased $4,615 from the prior year.

On May 21, 2014, AMES acquired Cyclone for approximately $40,000, including a $4,000 working
capital adjustment. Cyclone offers a full range of quality garden and hand tool products sold under
various leading brand names including Cyclone®, Nylex® and Trojan®, designed to meet
the
requirements of both the Do-it-Yourself and professional trade segments. Cyclone is expected to
generate approximately $65,000 of annualized revenue. Current year SG&A expenses included $2,363
of Cylone-related acquisition costs.

On December 31, 2013, AMES acquired Northcote, a leading brand in the Australian outdoor planter
and decor market, for approximately $22,000. Northcote complements Southern Patio®, acquired in
2011, and adds to AMES’ existing lawn and garden operations in Australia. Northcote is expected to
generate approximately $28,000 of annualized revenue. Current year SG&A expenses included $798 of
Northcote-related acquisition costs.

2013 Compared to 2012

Segment revenue decreased $1,575, or less than 1%, compared to the prior year. CBP revenue
increased 3% from the prior year, primarily due to somewhat higher volume (2%) and favorable mix
(1%). AMES revenue decreased 3% compared to the prior year. AMES snow tool sales were impacted
by lack of snowfall during the snow season and resultant reduced demand for snow tools; in addition,
retailers held high levels of snow tool inventory carried over from the prior year, further affecting 2013
snow tool sales. AMES’ sales in North America were also impacted by unfavorable weather conditions
throughout the spring planting season, impacting lawn and garden tool sales.

Segment operating profit in 2013 was $26,130 compared to $37,082 in 2012. The current year period
included $7,739 of restructuring charges primarily related to the previously announced manufacturing
and operations consolidation initiative at AMES. Excluding restructuring charges, current year Segment
operating profit was $33,869. The decrease from the prior year resulted from the impact of reduced
AMES revenue, which affected absorption of manufacturing expenses, and manufacturing inefficiencies
arising in connection with the plant consolidation initiative, partially offset by reduced warehouse and
distribution costs, other cost control initiatives and an $873 increase in Byrd Amendment receipts.
Improved CBP volume, favorable mix and improved distribution and manufacturing efficiencies
contributed to the reported profit. Segment depreciation and amortization increased $4,161 from the
prior year.

Restructuring and Acquisition Expenses

In 2014, 2013 and 2012, HBP recognized $1,892, $7,739 and $874, respectively, of restructuring and
other related exit costs primarily related to one-time termination benefits, facility and other personnel
costs, and asset impairment charges. In 2014, HBP had $3,161 of acquisition and integration costs
related to Northcote and Cyclone, and in 2013 and 2012, had $0 and $477, respectively, of acquisition
and integration costs related to Southern Patio®. Over the three-year period, HBP headcount was
reduced by 206 as a result of these actions.

In January 2013, AMES announced its intention to close certain of its manufacturing facilities and
consolidate affected operations primarily into its Camp Hill and Carlisle, PA locations. The intended
actions, to be completed by the end of calendar 2014, will improve manufacturing and distribution
efficiencies, allow for in-sourcing of certain production currently performed by third party suppliers,
and improve material flow and absorption of fixed costs. Management estimates that these actions will
result in annual cash savings exceeding $10,000 based on current operating levels; these savings are
consistent with those anticipated at the onset of the initiative.

38

AMES anticipates incurring pre-tax restructuring and related exit costs approximating $8,000,
comprised of cash charges of $4,000 and non-cash, asset-related charges of $4,000; cash charges will
include $2,500 for one-time termination benefits and other personnel-related costs and $1,500 for
facility exit costs. AMES expects $20,000 in capital expenditures in connection with this initiative and,
to date, has incurred $7,941 and $17,728 in restructuring costs and capital expenditures, respectively.

During 2013, CBP completed the consolidation of its Auburn, Washington facility into its Russia, Ohio
facility. HBP 2012 restructuring costs related primarily to an AMES facility closure and related
termination benefits for administrative and production staff.

Telephonics

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$419,005

$453,351

2014

Years Ended September 30,
2013

2012

$441,503

Segment operating profit . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . .
Segment adjusted EBITDA . . . . . . . . . . . .

$ 45,293 10.8% $ 55,076 12.1% $ 49,232 11.2%

7,988
4,244

7,373
750

7,518
3,815

$ 57,525 13.7% $ 63,199 13.9% $ 60,565 13.7%

2014 Compared to 2013

Segment revenue decreased $34,346, or 8%, compared to 2013. The prior year period included $33,257
of electronic warfare program (“ICREW”) revenue in which Telephonics served as a contract
manufacturer; there was no such revenue in the current year. Excluding the ICREW program, revenue
was in line with prior year.

Segment operating profit decreased $9,783 or 18%, compared to the prior year. Excluding restructuring
charges, Segment operating profit decreased $6,289 or 11%, compared to the prior year. Segment
operating profit decreased primarily due to reduced gross profit driven by the absence of ICREW
revenue, increased operating costs and the effects of product mix.

During 2014, Telephonics was awarded several new contracts and incremental funding on existing
contracts approximating $468,800. Contract backlog was $494,000 at September 30, 2014 with 65%
expected to be fulfilled in the next 12 months; backlog was $444,000 at September 30, 2013. Backlog is
defined as unfilled firm orders for products and services for which funding has been both authorized
and appropriated by the customer or Congress, in the case of the U.S. government agencies.

2013 Compared to 2012

Segment revenue increased $11,848, or 3%, compared to 2012. The current and prior year included
$33,257 and $24,101, respectively, of ICREW revenue; excluding the ICREW program revenue from
both years, current year revenue increased 1% from the prior year, primarily due to the timing of work
performed on Multi Mode Surveillance Radars for international pursuits as well as the Firescout
contract.

Segment operating profit increased $5,844, or 12%. Excluding the current and prior year restructuring
charges, segment operating profit increased 5% and operating margin increased 30 basis points
compared to the prior year. The increase was primarily due to increased revenue and reduced
expenditures associated with the timing of R&D initiatives and proposal efforts. The prior year
benefitted from higher gross profit from favorable manufacturing efficiencies, which were primarily due
to the Light Airborne Multi-Purpose Systems Multi Mode Radar (“LAMPS MMR”).

39

Restructuring

During 2014, Telephonics recognized $4,244 in restructuring costs in connection with the closure of its
Swedish facility and restructuring of operations, a voluntary early retirement plan and a reduction in
force aimed at improving efficiency by combining functions and responsibilities, resulting in the
elimination of 80 positions. In 2013 and 2012, Telephonics recognized $750 and $3,815, respectively, of
restructuring charges in connection with voluntary early retirement plan offerings and other costs
related to changes in organizational structure and facilities; such charges were primarily personnel-
related, reducing headcount by 185 employees.

Plastics

2014

Years Ended September 30,
2013

2012

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$593,363

$563,011

$563,102

Segment operating profit . . . . . . . . . . . . . . . . . .
Depreciation and amortization. . . . . . . . . . . . .
Restructuring charges. . . . . . . . . . . . . . . . . . . . . .
Segment adjusted EBITDA. . . . . . . . . . . . . . . .

$ 28,881 4.9% $ 16,589 2.9% $ 13,688 2.4%

27,410
—

26,738
4,773

26,312
—

$ 56,291 9.5% $ 48,100 8.5% $ 40,000 7.1%

2014 Compared to 2013

Revenue in 2014 increased $30,352, or 5%, in comparison to 2013. The increase reflected favorable mix
(2%), the benefit of increased volume (1%) and the pass through of increased resin costs in customer
selling prices (2%). The impact of foreign exchange translation was not significant to the year. Plastics
adjusts selling prices based on underlying resin costs on a delayed basis.

Segment operating profit increased $12,292 compared to the prior year; the prior year included
restructuring charges of $4,773. Excluding such charges, Segment operating profit increased $7,519 or
35% primarily due to continued efficiency improvements, increased volume, favorable product mix and
a $1,100 change in the impact of resin pricing pass through.

2013 Compared to 2012

Revenue in 2013 was essentially flat in comparison to 2012. Excluding a 1% unfavorable impact of
foreign exchange translation, revenue increased 1% mainly due to favorable mix (1%) and the pass
through of higher resin costs in customer selling prices (1%), partially offset by decreased volume (1%),
a portion of which was attributable to Plastics exiting certain low margin products.

Segment operating profit increased $2,901 compared to the prior year. Excluding the restructuring
charges, current year Segment operating profit increased $7,674 due to product mix, continued
efficiency improvements and the positive impact of restructuring initiatives undertaken during the year,
partially offset by a $7,000 unfavorable impact of higher resin costs, which had not yet been reflected in
increased selling prices.

Restructuring

In February 2013, Plastics undertook a restructuring project, primarily in Europe, to exit low margin
business and to eliminate 80 positions, resulting in restructuring charges of $4,773, primarily related to
one-time termination benefits and other personnel costs. This project was completed in 2013.

40

Unallocated Amounts

For 2014, unallocated amounts, which consist primarily of corporate overhead costs, totaled $33,394
compared to $29,153 in 2013, with the increase primarily due to compensation and incentive costs.

For 2013, unallocated amounts totaled $29,153 compared to $26,346 in 2012, with the increase primarily
due to stock and incentive compensation.

Loss on Pension Settlement

In 2013, SG&A includes a $2,142, non-cash, pension settlement loss resulting from the lump-sum
buyout of certain participant’s balances in the Company’s defined benefit plan. The buyout, funded by
the pension plan, reduced the Company’s net pension liability by $3,472.

Segment Depreciation and Amortization

Segment depreciation and amortization of $66,978 decreased $3,328 in 2014 compared to 2013,
primarily due to assets fully amortizing, partially offset by the onset of depreciation for new assets
placed in service.

In 2013, segment depreciation and amortization of $70,306 increased $4,442 compared to 2012, primarily
due to capital spending.

Comprehensive Income (Loss)

During 2014, total other comprehensive loss, net of taxes, of $27,918, consisted of a $23,933 loss on
Foreign currency translation adjustments primarily due to the weakening of the Euro, Canadian and
Australian currencies, all in comparison to the U.S. Dollar, a $5,107 loss from Pension and other post
retirement benefits, primarily due to lower assumed discount rates compared to the prior year, a $252
gain on cash flow hedges and $870 gain on available-for-sale securities.

During 2013, total other comprehensive income, net of taxes, of $16,220 consisted of a $3,090 loss on
Foreign currency translation adjustments primarily due to the weakening of the Canadian, Brazilian and
Australian currencies, partially offset by the strengthening Euro, all in comparison to the U.S. Dollar,
and a $19,310 benefit from Pension and other post retirement benefits, primarily due to increased
assumed discount rates consistent with increased market interest rates.

DISCONTINUED OPERATIONS

In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all
operating activities of its Installation Services segment which sold, installed and serviced garage doors
and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for
the new residential housing market. Griffon sold eleven units, closed one unit and merged two units
into CBP. Operating results of substantially this entire segment have been reported as discontinued
operations in the Consolidated Statements of Operations and Comprehensive Income (Loss) for all
periods presented; Installation Services is excluded from segment reporting.

Griffon substantially concluded remaining disposal activities in 2009. There was no reported revenue in
2014, 2013 and 2012. Future net cash outflows to satisfy liabilities related to disposal activities accrued
as of September 30, 2014 are estimated to be $7,114.

In 2013, the Company recorded a $4,651 charge to discontinued operations increasing environmental
and casualty insurance reserves. A portion of this charge relates to ongoing and potential future
homeowner association claims related to the former Installation Services business; claims experience
has been greater than anticipated when reserves were initially established in 2008. The adjustment to

41

environmental reserves relates to changes in status of and approach to cleanup requirements for
businesses that were discontinued several years ago.

At September 30, 2014, Griffon’s assets and liabilities for discontinued operations primarily related to
income taxes and product liability, warranty and environmental reserves.

LIQUIDITY AND CAPITAL RESOURCES

Management assesses Griffon’s liquidity in terms of its ability to generate cash to fund its operating,
investing and financing activities. Significant factors affecting liquidity are: cash flows from operating
activities, capital expenditures, acquisitions, dispositions, bank lines of credit and the ability to attract
long-term capital under satisfactory terms. Griffon remains in a strong financial position with sufficient
liquidity available for reinvestment in existing businesses and strategic acquisitions while managing its
capital structure on both a short-term and long-term basis.

The following table is derived from the Consolidated Statements of Cash Flows:

Cash Flows from Continuing Operations
Net Cash Flows Provided By (Used In):

Years Ended
September 30,

2014

2013

(in thousands)

Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 93,301
(147,250)
(27,930)

$ 85,683
(62,868)
(52,249)

Cash flows generated by operating activities for 2014 increased $7,618, to $93,301 compared to $85,683
in 2013, with the increase driven by operating results, partially offset by increased working capital.
Current assets net of current liabilities, excluding short-term debt and cash,
increased $34,678 to
$399,417 at September 30, 2014 compared to $364,739 at the prior year end, primarily due to acquired
working capital related to the Northcote and Cyclone acquisitions and increased inventory, partially
offset by decreased receivables and increased accounts payable and accrued liabilities, all excluding
increases from acquired assets and liabilities. In connection with the refinancing of the Company’s
Senior Notes, current year operating cash flows reflect $54,154 of interest paid, compared to $39,188 in
2013, reducing cash flow from operations.

During 2014, Griffon used cash in investing activities of $147,250 compared to $62,868 in 2013; the 2014
uses reflected the acquisitions of Northcote ($22,000) and Cyclone ($40,000). In 2014, capital
expenditures, net, totaled $76,542 compared to $62,868 in 2013, with the increase being driven primarily
by increased capital expenditures at AMES, Plastics and Telephonics.

Cash used by financing activities in 2014 totaled $27,930 compared to usage of $52,249 in the prior year.
The current year included repurchase of common stock ($79,614), purchase of ESOP shares ($20,000),
financing costs ($11,298) and payment of dividends ($6,273), partially offset by net proceeds from debt
of $88,110. In 2013, financing activity usage primarily consisted of scheduled repayment of long-term
borrowings ($16,867), repurchase of common stock ($32,521) and payment of dividends ($5,825).

During 2014, the Board of Directors approved four quarterly cash dividends each for $0.03 per share.

On May 1, 2014, Griffon’s Board of Directors authorized the repurchase of up to $50,000 of Griffon’s
outstanding common stock. Under this repurchase program, the Company may purchase shares,
depending upon market conditions, in open market or privately negotiated transactions, including
pursuant to a 10b5-1 plan. During 2014, Griffon purchased an aggregate of 1,906,631 shares of common
stock under the May 2014 Board authorized program and under its former August 2011 Board
authorized program, for a total of $23,167 or $12.15 per share. In addition, on December 10, 2013,
Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS Direct, L.L.C. (“GS

42

Direct”), an affiliate of The Goldman Sachs Group, Inc., in a private transaction. At September 30,
2014, $38,860 remains under the May 2014 Board authorized repurchase program.

In addition to the repurchases under Board authorized programs, during 2014, 466,131 shares, with a
market value of $5,887, or $12.63 per share, were withheld to settle employee taxes due upon the
vesting of restricted stock.

Payments related to Telephonics revenue are received in accordance with the terms of development and
production subcontracts; certain of such receipts are progress or performance based payments. Plastics
customers are generally substantial industrial companies whose payments have been steady, reliable and
made in accordance with the terms governing such sales. Plastics sales satisfy orders that are received in
advance of production, and where payment terms are established in advance. With respect to HBP,
there have been no material adverse impacts on payment for sales.

A small number of customers account for, and are expected to continue to account for, a substantial
portion of Griffon’s consolidated revenue. In 2014:

a. The U.S. Government and its agencies,

through prime and subcontractor relationships,

represented 15% of Griffon’s consolidated revenue and 72% of Telephonics’ revenue.

b. P&G represented 14% of Griffon’s consolidated revenue and 46% of Plastics’ revenue.

c. Home Depot represented 12% of Griffon’s consolidated revenue and 23% of HBP’s revenue.

No other customer exceeded 8% of consolidated revenue. Future operating results will continue to
substantially depend on the success of Griffon’s largest customers and our relationships with them.
Orders from these customers are subject to change and may fluctuate materially. The loss of all or a
portion of volume from any one of these customers could have a material adverse impact on Griffon’s
liquidity and operations.

At September 30, 2014, Griffon had debt, net of cash and equivalents, as follows:

At September 30,
2014

At September 30,
2013

(in thousands)

Cash and Equivalents and Debt
Cash and equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes payables and current portion of long-term

debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, net of current maturities . . . . . . . . .
Debt discount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 92,405

$178,130

7,886
805,101
9,584
822,571

10,768
678,487
13,246
702,501

Debt, net of cash and equivalents

$730,166

$524,371

On February 27, 2014, in an unregistered offering through a private placement under Rule 144A,
Griffon issued, at par, $600,000 of 5.25% Senior Notes due 2022 (“Senior Notes”); interest is payable
semi-annually on March 1 and September 1, starting September 1, 2014. Proceeds from the Senior
Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and tender offer
premium of $31,530 and to make interest payments of $16,716, with the balance used to pay a portion of
the related transaction fees and expenses. In connection with the issuance of the Senior Notes, all
obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged.

The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic
subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon
exchanged all of the Senior Notes for substantially identical Senior Notes registered under the
Securities Act of 1933 via an exchange offer. The fair value of the Senior Notes approximated $570,000
on September 30, 2014 based upon quoted market prices (level 1 inputs).

43

In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other
expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over
the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125%
senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of $6,574
of remaining deferred financing fees and $786 of prepaid interest on defeased notes.

On February 14, 2014, Griffon amended its $225,000 Revolving Credit Facility (“Credit Agreement”) to
extend its maturity from March 28, 2018 to March 28, 2019, and to amend certain financial maintenance
and negative covenants to improve Griffon’s financial and operating flexibility. The facility includes a
letter of credit sub-facility with a limit of $60,000, a multi-currency sub-facility of $50,000 and a swing
line sub-facility with a limit of $30,000. Borrowings under the Credit Agreement may be repaid and re-
borrowed at any time, subject to final maturity of the facility or the occurrence of a default or an event
of default under the Credit Agreement. Interest is payable on borrowings at either a LIBOR or base
rate benchmark rate, in each case without a floor, plus an applicable margin, which adjusts based on
financial performance. Current margins are 1.25% for base rate loans and 2.25% for LIBOR loans. The
Credit Agreement has certain financial maintenance tests including a maximum total leverage ratio, a
maximum senior secured leverage ratio and a minimum interest coverage ratio, as well as customary
affirmative and negative covenants and events of default. The negative covenants place limits on
Griffon’s ability to, among other things, incur indebtedness, incur liens and make restricted payments
and investments. Borrowings under the Credit Agreement are guaranteed by Griffon’s material
domestic subsidiaries and are secured, on a first priority basis, by substantially all domestic assets of the
Company and the guarantors and a pledge of not greater than 65% of the equity interest in each of
Griffon’s material, first-tier foreign subsidiaries (except that a lien on the assets of Griffon and its
material domestic subsidiaries securing a limited amount of the debt under the credit agreement
relating to Griffon’s Employee Stock Ownership Plan ranks pari passu with the lien granted on such
assets under the Credit Agreement. At September 30, 2014, outstanding borrowings and standby letters
of credit were $25,000 and $18,929, respectively, under the Credit Agreement; $181,071 was available
for borrowing at that date.

On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due
2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 68.4571 shares of Griffon’s
common stock per $1 principal amount of notes, corresponding to a conversion price of $14.61 per
share. When a cash dividend is declared that would result in an adjustment to the conversion ratio of
less than 1%, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual
conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the cumulative
adjustment equals or exceeds 1%. As of September 30, 2014, aggregate dividends since the last
conversion price adjustment of $0.06 per share would have resulted in an adjustment to the conversion
ratio of approximately 0.52%. At both September 30, 2014 and 2013, the 2017 Notes had a capital in
excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes approximated $110,188
on September 30, 2014, based upon quoted market prices (level 1 inputs).

On October 21, 2013, Griffon refinanced two real estate mortgages to secure loans totaling $17,175. The
loans mature in October 2018, are collateralized by the related properties and are guaranteed by
Griffon. The loans bear interest at a rate of LIBOR plus 2.75%. At September 30, 2014, $16,388 was
outstanding.

In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement
that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the
“Agreement”). The Agreement also provided for a Line Note with $10,000 available to purchase shares
of Griffon common stock in the open market. In July 2014, Griffon’s ESOP entered into an amendment
of the existing Agreement which provided an additional $10,000 Line Note available to purchase shares
in the open market. During 2014, the Line Notes were combined with the Term Loan to form one new
Term Loan. The loan bears interest at LIBOR plus 2.38% or the lender’s prime rate, at Griffon’s
option. The Term Loan requires quarterly principal payments of $506, with a balloon payment of
approximately $30,137 due at maturity on December 31, 2018. During 2014, 1,591,117 shares of Griffon
common stock, for a total of $20,000 or $12.57 per share, were purchased with proceeds from the Line

44

Notes. At September 30, 2014, $38,946 was outstanding under the Term Loan. The Term Loan is
secured by shares purchased with the proceeds of the loan and with a lien on a specific amount of
Griffon assets (which lien ranks pari passu with the lien granted on such assets under the Credit
Agreement), and is guaranteed by Griffon.

In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The
lease matures in 2022, bears interest at a fixed rate of 5.0%, is secured by a mortgage on the real estate
and is guaranteed by Griffon. At September 30, 2014, $8,551 was outstanding.

In November 2010, Clopay Europe GmbH (“Clopay Europe”) entered into a €10,000 revolving credit
facility and a €20,000 term loan. The term loan was paid off in December 2013 and the revolver had no
borrowings outstanding at September 30, 2014. The revolving facility matures in November 2014, but is
renewable upon mutual agreement with the bank. The revolving credit facility accrues interest at
EURIBOR plus 2.20% per annum. Clopay Europe is required to maintain a certain minimum equity to
assets ratio and keep leverage below a certain level, defined as the ratio of total debt to EBITDA.

Clopay do Brasil maintains lines of credit of $5,200. Interest on borrowings accrues at a rate of
Brazilian CDI plus 6.0% (17.0% at September 30, 2014). At September 30, 2014 there was $3,306
borrowed under the lines. Clopay Plastic Products Company, Inc. guarantees the loan and lines.

In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 revolving credit facility. The
facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3% per
annum (1.53% LIBOR USD and 2.52% Bankers Acceptance Rate CDN as of September 30, 2014).
The revolving facility matures in November 2015. Garant is required to maintain a certain minimum
equity. At September 30, 2014, there were no borrowings under the revolving credit facility with CAD
$15,000 available.

In December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term loans in
the outstanding amounts of AUD $12,500 and AUD $20,000, respectively. The AUD $12,500 term loan
requires quarterly interest payments with principal due upon maturity in December 2016. The AUD
20,000 term loan requires quarterly principal payments of $625 beginning in August 2015, with a balloon
payment due upon maturity in May 2017. The loans accrue interest at Bank Bill Swap Bid Rate
“BBSY” plus 2.8% per annum (5.5% at September 30, 2014 for each loan). As of September 30, 2014,
Griffon had an outstanding combined balance of $28,470 on the term loans. Subsidiaries of Northcote
Holdings Pty Ltd also maintain two lines of credit of AUD $3,000 and AUD $5,000 which accrue
interest at BBSY plus 2.25% per annum (4.95% at September 30, 2014) and 2.50% per annum (5.20%
at September 30, 2014), respectively. At September 30, 2014, there were no outstanding borrowings
under the lines. Griffon guarantees the term loans and the AUD $3,000 line of credit; the assets of a
subsidiary of Northcote Holdings Pty Ltd secures the AUD $5,000 line of credit.

At September 30, 2012, Griffon had $532 of 4% convertible subordinated notes due 2023 (“2023
Notes”) outstanding. On April 15, 2013, the 2023 Notes were redeemed at par plus accrued interest.

At September 30, 2014, Griffon and its subsidiaries were in compliance with the terms and covenants of
its credit and loan agreements.

In each of August 2011 and May 2014, Griffon’s Board of Directors authorized the repurchase of up to
$50,000 of Griffon’s outstanding common stock. Under both repurchase programs, the Company may,
from time to time, purchase shares of its common stock, depending upon market conditions, in open
market or privately negotiated transactions, including pursuant to a 10b5-1 plan. During 2012, Griffon
purchased 1,187,066 shares of common stock under the August 2011 program, for a total of $10,379, or
$8.74 per share. During 2013, Griffon purchased 2,369,786 shares of common stock under the August
2011 program for a total of $26,285, or $11.09 per share. During 2014, Griffon purchased 1,906,631
shares of common stock under both repurchase programs, for a total of $23,167 or $12.15 per shares.
Since August 2011, Griffon has repurchased 6,994,862 shares of common stock, for a total of $72,197 or
$10.32 per share under Board authorized share repurchase programs (which repurchases included
exhausting the remaining availability under a Board authorized repurchase program in existence prior

45

to 2011). At September 30, 2014, the August 2011 Board authorized repurchase plan was completed and
$38,860 remains under Griffon’s May 2014 Board authorized repurchase program.

On December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS
Direct. The repurchase was effected in a private transaction at a per share price of $11.25, an
approximate 9.2% discount to the stock’s closing price on November 12, 2013, the day before
announcement of the transaction. The transaction was exclusive of the Company’s August 2011 $50,000
authorized share repurchase program. After closing the transaction, GS Direct continued to hold
approximately 5.56 million shares (approximately 10% of the shares outstanding at such time) of
Griffon’s common stock. Subject to certain exceptions, if GS Direct intends to sell its remaining shares
of Griffon common stock at any time prior to December 31, 2015, it will first negotiate in good faith to
sell such shares to the Company.

On November 17, 2011, the Company began declaring quarterly cash dividends. During 2014, 2013 and
2012, the Company declared and paid dividends totaling $0.12 per share, $0.10 per share and $0.08 per
share, respectively. The Company currently intends to pay dividends each quarter; however, payment of
dividends is determined by the Board of Directors at its discretion based on various factors, and no
assurance can be provided as to the payment of future dividends.

On November 12, 2014, the Company declared a $0.04 per share dividend payable on December 23,
2014 to shareholders of record as of December 3, 2014.

During the year ended September 30, 2014, Griffon used cash for discontinued operations of $1,528,
primarily related to settling certain Installation Services liabilities.

Contractual Obligations

At September 30, 2014, payments to be made pursuant to significant contractual obligations are as
follows:

Long-term debt(a) . . . . . . . . . . . . . . . . . . .
Interest expense . . . . . . . . . . . . . . . . . . . .
Rental commitments. . . . . . . . . . . . . . . .
Purchase obligations(b) . . . . . . . . . . . . . .
Capital expenditures . . . . . . . . . . . . . . . .
Supplemental & post-retirement

benefits(c) . . . . . . . . . . . . . . . . . . . . . . . . .
Uncertain tax positions(d) . . . . . . . . . . .
Total obligations . . . . . . . . . . . . . . .

Payments Due by Period

Total

Less Than
1 Year

$ 822,571
256,327
97,396
190,747
16,025

$ 7,886
38,629
25,609
184,242
16,025

1-3 Years

3-5 Years

(in thousands)

$ 37,863
74,015
37,019
6,383
—

$161,844
67,394
24,333
122
—

More than
5 Years

Other

$614,978
76,289
10,435
—
—

$ —
—
—
—
—

32,089
4,787

4,058
—

7,939
—

6,955
—

13,137

—
— 4,787

$1,419,942

$276,449

$163,219

$260,648

$714,839

$4,787

(a) Included in long-term debt are capital leases of: $1,446 (less than 1 year), $2,832 (1-3 years), $2,515

(3-5 years) and $2,898 (more than 5 years).

(b) Purchase obligations are generally for the purchase of goods and services in the ordinary course of
business. Griffon uses blanket purchase orders to communicate expected requirements to certain
vendors. Purchase obligations reflect those purchase orders where the commitment is considered to
be firm. Purchase obligations that extend beyond 2014 are principally related to long-term contracts
received from customers of Telephonics.

(c) Griffon funds required payouts under its non-qualified supplemental defined benefit plan from its

general assets and the expected payments are included in each period, as applicable.

46

(d) Due to the uncertainty of the potential settlement of future uncertain tax positions, management is
unable to estimate the timing of related payments, if any, that will be made subsequent to 2014.
These amounts do not include any potential indirect benefits resulting from deductions or credits for
payments made to other jurisdictions.

Off-Balance Sheet Arrangements

Except for operating leases and purchase obligations as disclosed herein, Griffon is not a party to any
off-balance sheet arrangements.

Off-Set Agreements

Telephonics may enter into industrial cooperation agreements, sometimes referred to as offset
agreements, as a condition to obtaining orders for its products and services from customers in foreign
countries. These agreements promote investment in the country, and may be satisfied through activities
that do not require Griffon to use its cash, including transferring technology, providing manufacturing
and other consulting support. These agreements may also be satisfied through the use of cash for such
activities as purchasing supplies from in-country vendors, setting up support centers, research and
development investments, acquisitions, and building or leasing facilities for in-country operations, if
applicable. The amount of the offset requirement is determined by contract value awarded and
negotiated percentages with customers. At September 30, 2014, Telephonics had outstanding offset
agreements approximating $89,000, primarily related to its Radar Systems division, some of which
extend through 2024. Offset programs usually extend over several years and in some cases provide for
penalties in the event Telephonics fails to perform in accordance with contract requirements.
Historically, Telephonics has not been required to pay any such penalties and as of September 30, 2014,
no such penalties are estimable or probable.

ACCOUNTING POLICIES AND PRONOUNCEMENTS

Critical Accounting Policies

The preparation of Griffon’s consolidated financial statements in conformity with accounting principles
generally accepted in the U.S. of America (“GAAP”) requires the use of estimates, assumptions,
judgments and subjective interpretations of accounting principles that have an impact on assets,
liabilities, revenue and expenses. These estimates can also affect supplemental information contained in
public disclosures of Griffon,
including information regarding contingencies, risk and its financial
condition. These estimates, assumptions and judgments are evaluated on an ongoing basis and based on
historical experience, current conditions and various other assumptions, and form the basis for
estimating the carrying values of assets and liabilities, as well as identifying and assessing the accounting
treatment
for commitments and contingencies. Actual results may materially differ from these
estimates.

An estimate is considered to be critical if it is subjective and if changes in the estimate using different
assumptions would result in a material impact on Griffon’s financial position or results of operations.
The following have been identified as the most critical accounting policies and estimates:

Revenue Recognition

Revenue is recognized when the following circumstances are satisfied: a) persuasive evidence of an
arrangement exists, b) delivery has occurred, title has transferred or services are rendered, c) price is
fixed and determinable and d) collectability is reasonably assured. Goods are sold on terms that transfer
title and risk of loss at a specified location. Revenue recognition from product sales occurs when all
factors are met, including transfer of title and risk of loss, which occurs either upon shipment or upon

47

receipt by customers at the location specified in the terms of sale. Other than standard product
warranty provisions, sales arrangements provide for no other significant post-shipment obligations.
From time to time and for certain customers, rebates and other sales incentives, promotional allowances
or discounts are offered, typically related to customer purchase volumes, all of which are fixed or
determinable and are classified as a reduction of revenue and recorded at the time of sale. Griffon
provides for sales returns allowances based upon historical returns experience.

Telephonics earns a substantial portion of its revenue as either a prime or subcontractor from contract
awards with the U.S. Government, as well as non-U.S. governments and other commercial customers.
These formal contracts are typically long-term in nature, usually greater than one year. Revenue and
profits from these long-term fixed price contracts are recognized under the percentage-of-completion
method of accounting. Revenue and profits on fixed-price contracts that contain engineering as well as
production requirements are recorded based on the ratio of total actual incurred costs to date to the
total estimated costs for each contract (cost-to-cost method). Using the cost-to-cost method, revenue is
recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated
costs at completion, multiplied by the total estimated contract revenue, less the cumulative revenue
recognized in prior periods. The profit recorded on a contract using this method is equal to the current
estimated total profit margin multiplied by the cumulative revenue recognized, less the amount of
cumulative profit previously recorded for the contract in prior periods. As this method relies on the
substantial use of estimates, these projections may be revised throughout the life of a contract.
Components of this formula and ratio that may be estimated include gross profit margin and total costs
at completion. The cost performance and estimates to complete on long-term contracts are reviewed, at
a minimum, on a quarterly basis, as well as when information becomes available that would necessitate
a review of the current estimate. Adjustments to estimates for a contract’s estimated costs at completion
and estimated profit or loss often are required as experience is gained, and as more information is
obtained, even though the scope of work required under the contract may or may not change, or if
contract modifications occur. The impact of such adjustments or changes to estimates is made on a
cumulative basis in the period when such information has become known. In 2014, 2013 and 2012,
income from operations included net favorable/(unfavorable) catch-up adjustments approximating
$(400), $3,400 and $9,200, respectively. Gross profit is affected by a variety of factors, including the mix
of products, systems and services, production efficiencies, price competition and general economic
conditions.

Revenue and profits on cost-reimbursable type contracts are recognized as allowable costs and are
incurred on the contract at an amount equal to the allowable costs plus the estimated profit on those
costs. The estimated profit on a cost-reimbursable contract may be fixed or variable based on the
contractual fee arrangement. Incentive and award fees on these contracts are recorded as revenue when
the criteria under which they are earned are reasonably assured of being met and can be estimated.

For contracts whose anticipated total costs exceed total expected revenue, an estimated loss is
recognized in the period when identifiable. A provision for the entire amount of the estimated loss is
recorded on a cumulative basis. The estimated remaining costs to complete loss contracts, as of
September 30, 2014 was $3,100 and is recorded as a reduction to gross margin on the Consolidated
Statements of Operations and Comprehensive Income (Loss). This loss had an immaterial impact to
Griffon’s Consolidated Financial Statements.

Amounts representing contract change orders or claims are included in revenue only when they can be
reliably estimated and their realization is probable, and are determined on a percentage-of-completion
basis measured by the cost-to-cost method.

From time to time, Telephonics may combine contracts if they are negotiated together, have specific
requirements to combine, or are otherwise closely related. Contracts are segmented based on customer
requirements.

48

Inventories

Inventories, stated at the lower of cost (first-in, first-out or average) or market, include material, labor
and manufacturing overhead costs.

Griffon’s businesses typically do not require inventory that is susceptible to becoming obsolete or dated.
In general, Telephonics sells products in connection with programs authorized and approved under
contracts awarded by the U.S. Government or agencies thereof, and in accordance with customer
specifications. Plastics primarily produces fabricated materials used by customers in the production of
their products and these materials are produced against orders from those customers. HBP produces
doors and non-powered lawn and garden tools in response to orders from customers of retailers and
dealers or based on expected orders, as applicable.

Warranty Accruals

Direct customer and end-user warranties are provided on certain products. These warranties cover
manufacturing defects that would prevent the product from performing in line with its intended and
marketed use. The terms of such warranties vary by product line and generally provide for the repair or
replacement of the defective product. Warranty claims data is collected and analyzed with a focus on
the historical amount of claims, the products involved, the amount of time between the warranty claims
and the products’ respective sales and the amount of current sales. Based on such analyses, warranty
accruals are recorded as an increase to cost of sales and regularly reviewed for adequacy.

Stock-based Compensation

Griffon has issued stock-based compensation to certain employees, officers and directors in the form of
restricted stock.

Compensation expense for restricted stock is recognized ratably over the required service period based
on the fair value of the grant, calculated as the number of shares granted multiplied by the stock price
on the date of grant, and for performance shares, the likelihood of achieving the performance criteria.

Allowances for Discount, Doubtful Account and Returns

Trade receivables are recorded at their stated amount, less allowances for discounts, doubtful accounts
and returns. The allowances represent estimated uncollectible receivables associated with potential
customer defaults on contractual obligations (usually due to customers’ potential insolvency), discounts
related to early payment of accounts receivables by customers and estimates for returns. The allowance
for doubtful accounts includes amounts for certain customers where a risk of default has been
specifically identified, as well as an amount for customer defaults, based on a formula, when it is
determined the risk of some default is probable and estimable, but cannot yet be associated with
specific customers. Allowance for discounts and returns are recorded as a reduction of revenue and the
provision related to the allowance for doubtful accounts is recorded in SG&A expenses.

Acquisitions

Acquired businesses are accounted for using the acquisition method of accounting which requires,
among other things, that most assets acquired and liabilities assumed be recognized at their fair values
as of the acquisition date and that the fair value of acquired in-process research and development be
recorded on the balance sheet. Related transaction costs are expensed as incurred. Any excess of the
purchase price over the assigned values of the net assets acquired is recorded as goodwill.

49

Goodwill, Long-Lived Intangible and Tangible Assets, and Impairment

Griffon has significant intangible and tangible long-lived assets on its balance sheet that includes
goodwill and other intangible assets related to acquisitions. Goodwill represents the excess of the cost
of net assets acquired in business combinations over the fair value of the identifiable tangible and
intangible assets acquired and liabilities assumed in a business combination. As required under GAAP,
goodwill and indefinite-lived intangibles are reviewed for impairment annually, for Griffon as of
September 30, or more frequently whenever events or circumstances change that would more likely
than not reduce the fair value of a reporting unit below its carrying amount, using discounted future
cash flows for each reporting unit. The testing of goodwill and indefinite-lived intangibles for
impairment involves significant use of judgment and assumptions in the determination of a reporting
unit’s fair market value. Based upon the results of the annual impairment review, it was determined that
the fair value of each reporting unit substantially exceeded the carrying value of the assets, and no
impairment existed as of September 30, 2014.

Long-lived amortizable intangible assets, such as customer relationships and software, and tangible
assets, primarily Property, plant and equipment, are amortized over their expected useful lives, which
involve significant assumptions and estimates. Long-lived intangible and tangible assets are tested for
impairment by comparing estimated future undiscounted cash flows to the carrying value of the asset
when an impairment indicator, such as change in business, customer loss or obsolete technology, exists.

Fair value estimates are based on assumptions believed to be reasonable at the time, but such
assumptions are subject to inherent uncertainty. Actual results may differ materially from those
estimates. Any changes in key assumptions or management judgment with respect to a reporting unit or
its prospects, which may result from a decline in Griffon’s stock price, a change in market conditions,
market trends,
interest rates or other factors outside of Griffon’s control, or significant under-
performance relative to historical or projected future operating results, could result in a significantly
different estimate of the fair value of Griffon’s reporting units, which could result in an impairment
charge in the future.

Restructuring Reserves

From time to time, Griffon will establish restructuring reserves at an operation. These reserves, for both
termination and other exit costs, require the use of estimates. Though Griffon believes the estimates
made are reasonable, they could differ materially from the actual costs.

Income Taxes

Griffon’s effective tax rate is based on income, statutory tax rates and tax planning opportunities
available in the various jurisdictions in which Griffon operates. For interim financial reporting, the
annual tax rate is estimated based on projected taxable income for the full year, and a quarterly income
tax provision is recorded in accordance with the anticipated annual rate. As the year progresses, the
annual tax rate is refined as new information becomes available, including year-to-date financial results.
This process often results in changes to the effective tax rate throughout the year. Significant judgment
is required in determining the effective tax rate and in evaluating tax positions.

Deferred tax assets and liabilities are recognized based on the differences between the financial
statement carrying amounts and the tax basis of assets and liabilities. Deferred tax assets represent
items to be used as a tax deduction or credit in future tax returns for which a tax benefit has been
recorded in the income statement. The likelihood that the deferred tax asset balance will be recovered
from future taxable income is assessed at least quarterly, and the valuation allowance, if any, is adjusted
accordingly.

Tax benefits are recognized for an uncertain tax position when, in management’s judgment, it is more
likely than not that the position will be sustained upon examination by a taxing authority. For a tax
position that meets the more-likely-than-not recognition threshold, the tax benefit is measured as the

50

largest amount that is judged to have a greater than 50% likelihood of being realized upon ultimate
settlement with a taxing authority. The liability associated with unrecognized tax benefits is adjusted
periodically due to changing circumstances, such as the progress of tax audits, case law developments
and new or emerging legislation. Such adjustments are recognized in the period in which they are
identified. The effective tax rate includes the net impact of changes in the liability for unrecognized tax
benefits and subsequent adjustments as considered appropriate by management. A number of years
may elapse before a particular matter for which Griffon has recorded a liability related to an
unrecognized tax benefit is audited and finally resolved. The number of years with open tax audits
varies by jurisdiction. While it is often difficult to predict the final outcome or the timing of resolution
of any particular tax matter, Griffon believes its liability for unrecognized tax benefits is adequate.
Favorable resolution of an unrecognized tax benefit could be recognized as a reduction in Griffon’s tax
provision and effective tax rate in the period of resolution. Unfavorable settlement of an unrecognized
tax benefit could increase the tax provision and effective tax rate and may require the use of cash in the
period of resolution. The liability for unrecognized tax benefits is generally presented as noncurrent.
However, if it is anticipated that a cash settlement will occur within one year, that portion of the
liability is presented as current. Interest and penalties recognized on the liability for unrecognized tax
benefits is recorded as income tax expense.

Pension Benefits

Griffon sponsors defined and supplemental benefit pension plans for certain active and retired
employees. Annual amounts relating to these plans are recorded based on actuarial projections, which
include various actuarial assumptions, including discount rates, assumed rates of return, compensation
increases and turnover rates. The actuarial assumptions used to determine pension liabilities, assets and
expense are reviewed annually and modified based on current economic conditions and trends. The
expected return on plan assets is determined based on the nature of the plans’
investments and
expectations for long-term rates of return. The discount rate used to measure obligations is based on a
corporate bond spot-rate yield curve that matches projected future benefit payments, with the
appropriate spot rate applicable to the timing of the projected future benefit payments. Assumptions
used in determining Griffon’s obligations under the defined benefit pension plans are believed to be
reasonable, based on experience and advice from independent actuaries; however, differences in actual
experience or changes in the assumptions may materially affect Griffon’s financial position or results of
operations.

All of the defined benefit plans are frozen and have ceased accruing benefits.

Newly issued but not yet effective accounting pronouncements

In July 2013, the FASB issued new accounting guidance requiring an unrecognized tax benefit to be
presented in the financial statements as a reduction to a deferred tax asset for a net operating loss or
tax credit carryforward, except for instances when the carryforward is not available to settle any
additional income taxes and an entity does not intend to use the deferred tax benefit for these purposes.
In these circumstances, the unrecognized tax benefit should be presented in the financial statements as
a liability and should not be combined with deferred tax assets. This guidance is effective for the
Company beginning in 2015 and is not expected to have a material impact on the Company’s financial
condition or results of operations.

In April 2014, the FASB issued guidance changing the requirements for reporting discontinued
operations where a disposal of a component of an entity or group of components of an entity is required
to be reported in discontinued operations if the disposal represents a strategic shift that has (or will
have) a major effect on an entity’s operations and financial results when either classified as held for
sale, or disposed of by sale or otherwise disposed. The amendment also requires enhanced disclosures
about the discontinued operation and disclosure information for other significant dispositions. This
guidance is effective for the Company beginning in 2015 and is not expected to have a material impact

51

on the Company’s financial condition or results of operations; early adoption permitted for disposals
that have not been previously reported.

In May 2014, the FASB issued guidance on revenue from contracts with customers. The underlying
principle is that an entity will recognize revenue to depict the transfer of goods or services to customers
at an amount that the entity expects to be entitled to in exchange for those goods or services. The
guidance provides a five-step analysis of transactions to determine when and how revenue is recognized.
Other major provisions include capitalization of certain contract costs, consideration of time value of
money in the transaction price, and allowing estimates of variable consideration to be recognized before
contingencies are resolved, in certain circumstances. The guidance also requires enhanced disclosures
regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s
contracts with customers. This guidance permits the use of either the retrospective or cumulative effect
transition method and is effective for the Company beginning in 2017; early adoption is not permitted.
We have not yet selected a transition method and are currently evaluating the impact of the guidance
on the Company’s financial condition, results of operations and related disclosures.

In August 2014, the FASB issued guidance on management’s responsibility in evaluating whether there
is substantial doubt about a company’s ability to continue as a going concern and related footnote
disclosures. Management will be required to evaluate, at each reporting period, whether there are
conditions or events that raise substantial doubt about a company’s ability to continue as a going
concern within one year from the date the financial statements are issued. This guidance is effective
prospectively for annual and interim reporting period beginning in 2017;
implementation of this
guidance is not expected to have a material effect on the Company’s financial condition or results of
operations.

Recently issued effective accounting pronouncements

In February 2013, the FASB issued new accounting guidance requiring enhanced disclosures for items
reclassified out of accumulated other comprehensive income. It does not amend existing requirements
for reporting net income or other comprehensive income in the financial statements. This guidance was
effective, prospectively, for annual reporting periods beginning after December 15, 2012, with early
adoption permitted. As this guidance relates to presentation only, implementation in the first quarter of
fiscal 2014 had no effect on the Company’s financial condition or results of operations.

The Company has implemented all new accounting pronouncements that are in effect and that may
there are any other new accounting
impact
pronouncements that have been issued that might have a material impact on its financial position or
results of operations.

its financial statements and does not believe that

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Interest Rates

Griffon’s exposure to market risk for changes in interest rates relates primarily to variable interest rate
debt and investments in cash and equivalents.

The revolving credit facility and certain other of Griffon’s credit facilities have a LIBOR-based variable
interest rate. Due to the current and expected level of borrowings under these facilities, a 100 basis
point change in LIBOR would not have a material impact on Griffon’s results of operations or liquidity.

Foreign Exchange

Griffon conducts business in various non-U.S. countries, primarily in Germany, Canada, Brazil,
Australia, Turkey, China, Sweden and the United Kingdom; therefore, changes in the value of the
currencies of these countries affect the financial position and cash flows when translated into U.S.

52

Dollars. Griffon has generally accepted the exposure to exchange rate movements relative to its non-
U.S. operations. Griffon may, from time to time, hedge its currency risk exposures. A change of 10% or
less in the value of all applicable foreign currencies would not have a material effect on Griffon’s
financial position and cash flows.

Item 8. Financial Statements and Supplementary Data

The financial statements of Griffon and its subsidiaries and the report thereon of Grant Thornton LLP
are included herein:

(cid:4) Report of Independent Registered Public Accounting Firm.

(cid:4) Consolidated Balance Sheets at September 30, 2014 and 2013.

(cid:4) Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended

September 30, 2014, 2013 and 2012.

(cid:4) Consolidated Statements of Cash Flows for the years ended September 30, 2014, 2013 and 2012.

(cid:4) Consolidated Statements of Shareholders’ Equity for the years ended September 30, 2014, 2013

and 2012.

(cid:4) Notes to Consolidated Financial Statements.

(cid:4) Schedule II—Valuation and Qualifying Account.

53

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Board of Directors and Shareholders
Griffon Corporation

We have audited the accompanying consolidated balance sheets of Griffon Corporation (a Delaware corporation)
and subsidiaries (the “Company”) as of September 30, 2014 and 2013, and the related consolidated statements of
operations and comprehensive income(loss), shareholders’ equity, and cash flows for each of the three years in the
period ended September 30, 2014. We also have audited the Company’s internal control over financial reporting as
of September 30, 2014, based on criteria established in the 1992 Internal Control—Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our audits of the basic
financial statements included the financial statement schedule listed in the index appearing under Item 15(a)(2).
The Company’s management is responsible for these financial statements, financial statement schedule, for
maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying Management’s Report on Internal Control
over Financial Reporting. Our responsibility is to express an opinion on these financial statements, financial
statement schedule and an opinion on the Company’s internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board
(United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement and whether effective internal control over
financial reporting was maintained in all material respects. Our audits of the financial statements included
examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management, and evaluating the overall financial
statement presentation. Our audit of internal control over financial reporting included obtaining an understanding
of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and
evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also
included performing such other procedures as we considered necessary in the circumstances. We believe that our
audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.

its inherent

Because of
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.

limitations,

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of Griffon Corporation and subsidiaries as of September 30, 2014 and 2013, and the results of
their operations and their cash flows for each of the three years in the period ended September 30, 2014 in
conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the
related financial statement schedule, when considered in relation to the basic financial statements taken as a
whole, present fairly, in all material respects, the information set forth therein. In addition, in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of September
30, 2014, based on criteria established in the 1992 Internal Control—Integrated Framework issued by COSO.

/s/ GRANT THORNTON LLP
New York, New York
November 12, 2014

54

GRIFFON CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except per share data)

CURRENT ASSETS

Cash and equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net of allowances of $7,336 and $6,136 . . . .
Contract costs and recognized income not yet billed, net of

progress payments of $16,985 and $6,941 . . . . . . . . . . . . . . . . . . . . .
Inventories, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Current Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PROPERTY, PLANT AND EQUIPMENT, net . . . . . . . . . . . . . . . . . . . .
GOODWILL . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
INTANGIBLE ASSETS, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OTHER ASSETS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ASSETS OF DISCONTINUED OPERATIONS . . . . . . . . . . . . . . . . . . . .

At September 30,
2014

At September 30,
2013

$

92,405
258,436

$ 178,130
256,215

109,930
290,135
62,569
1,624

815,099
370,565
371,846
233,623
27,102
2,126

109,828
230,120
41,003
1,214

816,510
353,593
354,459
221,391
28,580
3,075

Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,820,361

$1,777,608

CURRENT LIABILITIES

Notes payable and current portion of long-term debt . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Liabilities of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LONG-TERM DEBT, net of debt discount of $9,584 and $13,246 . .
OTHER LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
LIABILITIES OF DISCONTINUED OPERATIONS . . . . . . . . . . . . . .

7,886
218,703
101,292
3,282

331,163
805,101
148,240
3,830

$

10,768
163,610
106,743
3,288

284,409
678,487
159,504
4,744

Total Liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,288,334

1,127,144

COMMITMENTS AND CONTINGENCIES – See Note 14
SHAREHOLDERS’ EQUITY

Preferred stock, par value $0.25 per share, authorized 3,000

shares, no shares issued. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Common stock, par value $0.25 per share, authorized 85,000

shares, issued 78,484 shares and 77,616 shares . . . . . . . . . . . . . . . .
Capital in excess of par value. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Treasury shares, at cost, 25,335 common shares and 18,527

common shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

19,621
506,090
427,913

(354,216)
(30,064)
(37,317)

532,027

—

19,404
494,412
434,363

(274,602)
(3,339)
(19,774)

650,464

Total Liabilities and Shareholders’ Equity . . . . . . . . . . . . . . . . . . . . . .

$1,820,361

$1,777,608

The accompanying notes to consolidated financial statements
are an integral part of these statements.

55

GRIFFON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
(in thousands, except per share data)

Years Ended September 30,
2013

2014

2012

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of goods and services. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,991,811
1,532,412

$1,871,327
1,453,742

$1,861,145
1,442,340

Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative expenses . . . . . . . . . . . . . . . . . . . .
Restructuring and other related charges . . . . . . . . . . . . . . . . . . . . . . . .

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Other income (expense)

Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision (benefit) for income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income (loss) from continuing operations. . . . . . . . . . . . . . . . . . . . . . .
Discontinued operations:

Loss from operations of discontinued businesses . . . . . . . . . . .
Benefit from income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income (loss) from continuing operations . . . . . . . . . . . . . . . . . .
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .

Basic earnings (loss) per common share . . . . . . . . . . . . . . . . . . . . . . . .

Weighted-average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income (loss) from continuing operations . . . . . . . . . . . . . . . . . .
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . .

Diluted earnings (loss) per common share . . . . . . . . . . . . . . . . . . . . . .

Weighted-average shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of taxes:

Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . .
Pension and other post retirement plans . . . . . . . . . . . . . . . . . . .
Gain on available-for-sale securities . . . . . . . . . . . . . . . . . . . . . . . .
Gain on cash flow hedge . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other comprehensive income (loss), net of taxes . . . . . . . . . .

459,399
375,099
6,136

381,235
78,164

(48,447)
303
(38,890)
3,154

(83,880)
(5,716)
(5,539)

417,585
340,469
13,262

353,731
63,854

(52,520)
353
—
2,646

(49,521)
14,333
7,543

418,805
341,696
4,689

346,385
72,420

(52,007)
292
—
1,236

(50,479)
21,941
4,930

$

(177) $

6,790

$

17,011

—
—
—

(4,651)
1,628
(3,023)

(177) $

3,767

0.00
0.00

0.00

49,367

0.00
0.00

0.00

$

$

$

$

0.12
(0.06)

0.07

54,428

0.12
(0.05)

0.07

$

$

$

$

$

—
—
—

17,011

0.30
0.00

0.30

55,914

0.30
0.00

0.30

49,367

56,563

57,329

(177) $

3,767

$

17,011

$

$

$

$

$

$

(23,933)
(3,914)
870
252
(26,725)

(3,090)
19,310
—
—
16,220

(6,754)
(5,081)
—
—
(11,835)

Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (26,902) $

19,987

$

5,176

The accompanying notes to consolidated financial statements
are an integral part of these statements.

56

GRIFFON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss from discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Asset impairment charges - restructuring . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Provision for losses on accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of deferred financing costs and debt discounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from debt extinguishment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Gain) loss on sale/disposal of assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in assets and liabilities, net of assets and liabilities acquired:

(Increase) decrease in accounts receivable and contract costs and recognized income

not yet billed. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Increase) decrease in inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
(Increase) decrease in prepaid and other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in accounts payable, accrued liabilities and income taxes payable . .
Other changes, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Years Ended September 30,
2014
2012
2013

$

(177)

$

3,767

$ 17,011

—
67,396
11,473
191
359
6,427
38,890
(5,131)
244

3,023
70,748
12,495
4,316
1,813
6,232
—
5,075
(498)

—
66,264
10,439
—
1,469
6,023
—
(2,627)
56

6,009
(50,461)
(4,278)
21,304
1,055

(58,038)
26,887
6,678
652
2,533

27,012
9,011
(3,281)
(46,368)
5,121

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

93,301

85,683

90,130

CASH FLOWS FROM INVESTING ACTIVITIES:

Acquisition of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquired business, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from sale of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(77,094)
(62,306)
(8,402)
552

(64,441)
—
—
1,573

(68,851)
(22,432)
—
309

Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(147,250)

(62,868)

(90,974)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of common stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dividends paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of shares for treasury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuance of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in short-term borrowings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of ESOP shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax effect from exercise/vesting of equity awards, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

584
(6,273)
(79,614)
691,943
(603,094)
(749)
(11,298)
(20,000)
273
298

—
(5,825)
(32,521)
303
(16,867)
2,950
(833)
—
150
394

—
(4,743)
(10,382)
4,000
(18,546)
(1,859)
(97)
—
834
100

Net cash used in financing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(27,930)

(52,249)

(30,693)

CASH FLOWS FROM DISCONTINUED OPERATIONS:

Net cash used in operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(1,528)

(1,528)
(2,318)

(2,090)

(2,090)
—

(2,801)

(2,801)
963

NET DECREASE IN CASH AND EQUIVALENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . .

(85,725)
178,130

(31,524)
209,654

(33,375)
243,029

CASH AND EQUIVALENTS AT END OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 92,405

$178,130

$209,654

Supplemental Disclosure of Cash Flow Information:

Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid for taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 60,246
9,626

$ 47,243
15,665

$ 49,533
8,713

The accompanying notes to consolidated financial statements
are an integral part of these statements.

57

GRIFFON CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
(in thousands)

Common Stock

Shares

Par
Value

Capital in
Excess of
Par Value

Retained
Earnings

Treasury Shares

Shares

Cost

(in thousands)
Balance at 9/30/2011 . . . . . . . . . . . . 76,184 $19,046 $471,928 $424,153 14,434 $(231,699)
—
Net income . . . . . . . . . . . . . . . . . . . . .
Dividends. . . . . . . . . . . . . . . . . . . . . . .
—
Tax effect from exercise/vesting
of equity awards, net . . . . . . . . .

— 17,011
— (4,743)

—
—

—
—

—
—

834

—

—

—

—

—

Amortization of deferred

compensation. . . . . . . . . . . . . . . . .
Common stock acquired . . . . . . . .
Equity awards granted, net . . . . .
ESOP allocation of common

stock . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . .
Other comprehensive loss, net

—
—
325

—
—

—
—
81

—
—
(1,064)

(128)
—
— 10,439

—
—
— 1,187
—
—

—
—

—
—

—
(10,382)
—

—
—

—

of tax. . . . . . . . . . . . . . . . . . . . . . . . .

—
Balance at 9/30/2012 . . . . . . . . . . . . 76,509 $19,127 $482,009 $436,421 15,621 $(242,081)
—
Net income . . . . . . . . . . . . . . . . . . . . .
—
Dividends. . . . . . . . . . . . . . . . . . . . . . .
Tax effect from exercise/vesting
of equity awards, net . . . . . . . . .

—
3,767
— (5,825)

—
—

—
—

—
—

150

—

—

—

—

—

—

—

—

—

Amortization of deferred

compensation. . . . . . . . . . . . . . . . .
Common stock acquired . . . . . . . .
Equity awards granted, net . . . . .
ESOP allocation of common

stock . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . .
Other comprehensive income,

—
—
1,107

—
—

—
—
277

—
—
(472)

—
230
— 12,495

—
—
— 2,906
—
—

—
—

—
—

—
(32,521)
—

—
—

—

net of tax . . . . . . . . . . . . . . . . . . . .

—
Balance at 9/30/2013 . . . . . . . . . . . . 77,616 $19,404 $494,412 $434,363 18,527 $(274,602)
—
Net loss. . . . . . . . . . . . . . . . . . . . . . . . .
Dividends. . . . . . . . . . . . . . . . . . . . . . .
—
Tax effect from exercise/vesting
of equity awards, net . . . . . . . . .

—
(177)
— (6,273)

—
—

—
—

—
—

273

—

—

—

—

—

—

—

—

—

Amortization of deferred

compensation. . . . . . . . . . . . . . . . .
Common stock issued. . . . . . . . . . .
Common stock acquired . . . . . . . .
Equity awards granted, net . . . . .
ESOP purchase of common

stock . . . . . . . . . . . . . . . . . . . . . . . . .

ESOP allocation of common

stock . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . .
Other comprehensive loss, net

—
44
—
824

—

—
—

—
11
—
206

—

—
573
—
(358)

—

—
(283)
— 11,473

—
—
—
—
— 6,808
—
—

—
—
(79,614)
—

—

—
—

—

—
—

—

—
—

of tax. . . . . . . . . . . . . . . . . . . . . . . . .

—
Balance at 9/30/2014 . . . . . . . . . . . . 78,484 $19,621 $506,090 $427,913 25,335 $(354,216)

—

—

—

—

—

Accumulated
Other
Comprehensive
Income (Loss)

Deferred
Compensation

Total

$ (7,724)
—
—

$(23,796)
—
—

$651,908
17,011
(4,743)

—

—
—
—

—
—

(11,835)

$(19,559)
—
—

—

—
—
—

—
—

—

2,031
—
—

—
—

—

$(21,765)
—
—

—

1,991
—
—

—
—

834

2,031
(10,382)
(983)

(128)
10,439

(11,835)

$654,152
3,767
(5,825)

150

1,991
(32,521)
(195)

230
12,495

16,220
$ (3,339)
—
—

—
$(19,774)
—
—

16,220
$650,464
(177)
(6,273)

—

—
—
—
—

—

—
—

(26,725)

—

2,457
—
—
—

273

2,457
584
(79,614)
(152)

(20,000)

(20,000)

—
—

—

(283)
11,473

(26,725)

$(30,064)

$(37,317)

$532,027

The accompanying notes to consolidated financial statements
are an integral part of these statements.

58

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(US dollars and non US currencies in thousands, except per share data)

(Unless otherwise indicated, all references to years or year-end refer to Griffon’s fiscal period ending
September 30,)

NOTE 1—DESCRIPTION OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

Description of business

Griffon Corporation (the “Company” or “Griffon”) is a diversified management and holding company
its
conducting business through wholly-owned subsidiaries. Griffon oversees the operations of
subsidiaries, allocates resources among them and manages their capital structures. Griffon provides
direction and assistance to its subsidiaries in connection with acquisition and growth opportunities as
well as in connection with divestitures. Griffon, to further diversify, also seeks out, evaluates and, when
appropriate, will acquire additional businesses that offer potentially attractive returns on capital.

Headquartered in New York, N.Y., the Company was founded in 1959 and is incorporated in Delaware.
Griffon is listed on the New York Stock Exchange and trades under the symbol GFF.

Griffon currently conducts its operations through three reportable segments:

• Home & Building Products (“HBP”) consists of two companies, The AMES Companies, Inc.

(“AMES®”) and Clopay Building Products (“CBP”):

– AMES® is a global provider of non-powered landscaping products that make work easier for

homeowners and professionals.

– CBP is a leading manufacturer and marketer of residential, commercial and industrial garage

doors to professional installing dealers and major home center retail chains.

• Telephonics Corporation (“Telephonics”) designs, develops and manufactures high-technology
integrated information, communication and sensor system solutions to military and commercial
markets worldwide.

• Clopay Plastic Products Company (“Plastics”) is an international leader in the development and
laminated and printed specialty plastic films used in a variety of

production of embossed,
hygienic, health-care and industrial applications.

Consolidation

The consolidated financial statements include the accounts of Griffon and all subsidiaries. Intercompany
accounts and transactions have been eliminated in consolidation. The results of operations of acquired
businesses are included from the dates of acquisitions.

Earnings (Loss) per share

Due to rounding, the sum of earnings per share of Continuing operations and Discontinued operations
may not equal earnings per share of Net income.

59

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Discontinued operations—Installation Services

In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all
operating activities of its Installation Services segment which sold, installed and serviced garage doors
and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for
the new residential housing market. Operating results of substantially all of this segment have been
reported as discontinued operations in the Consolidated Statements of Operations and Comprehensive
Income (Loss) for all periods presented; Installation Services is excluded from segment reporting.

At September 30, 2014, Griffon’s assets and liabilities for discontinued operations primarily related to
income taxes and product liability, warranty and environmental reserves.

Reclassifications

Certain amounts in prior years have been reclassified to conform to the current year presentation.

Use of estimates

The preparation of financial statements in conformity with accounting principles generally accepted in
the United States requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial
statements, and the reported amounts of revenue and expenses during the reporting periods. These
estimates may be adjusted due to changes in economic, industry or customer financial conditions, as
well as changes in technology or demand. Significant estimates include allowances for doubtful accounts
receivable and returns, net realizable value of inventories, restructuring reserves, valuation of goodwill
and intangible assets, percentage of completion method of accounting, pension assumptions, useful lives
associated with depreciation and amortization of intangible and fixed assets, warranty reserves, sales
incentive accruals, stock based compensation assumptions, income taxes and tax valuation reserves,
environmental reserves, legal reserves, insurance reserves, the valuation of assets and liabilities of
discontinued operations, acquisition assumptions used and the accompanying disclosures. These
estimates are based on management’s best knowledge of current events and actions Griffon may
undertake in the future. Actual results may ultimately differ from these estimates.

Cash and equivalents

Griffon considers all highly liquid investments purchased with an initial maturity of three months or less
to be cash equivalents. Cash equivalents primarily consist of overnight commercial paper, highly-rated
liquid money market funds backed by U.S. Treasury securities and U.S. Agency securities, as well as
insured bank deposits. Griffon had cash in non-U.S. bank accounts of approximately $34,500 and
$21,400 at September 30, 2014 and 2013, respectively. Substantially all U.S. cash and equivalents are in
excess of FDIC insured limits. Griffon regularly evaluates the financial stability of all institutions and
funds that hold its cash and equivalents.

Fair value of financial instruments

The carrying values of cash and equivalents, accounts receivable, accounts and notes payable and
revolving credit debt approximate fair value due to either the short-term nature of such instruments or
the fact that the interest rate of the revolving credit debt is based upon current market rates.

60

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

The fair value hierarchy, as outlined in the applicable accounting guidance, establishes a fair value
hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. A financial instrument’s categorization within the
hierarchy is based on the lowest level of input that is significant to the fair value measurement. The
accounting guidance establishes three levels of inputs that may be used to measure fair value, as
follows:

• Level 1 inputs are measured and recorded at fair value based upon quoted prices in active

markets for identical assets.

• Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly,
such as quoted prices in active markets for similar assets and liabilities, quoted prices for
identical or similar assets or liabilities in markets that are not active, or other inputs that are
observable or can be corroborated by observable market data for substantially the full term of
assets or liabilities.

• Level 3 inputs are unobservable inputs in which little or no market data exists, therefore

requiring an entity to develop its own assumptions.

The fair values of Griffon’s 2022 senior notes and 2017 4% convertible notes approximated $570,000
and $110,188, respectively, on September 30, 2014. Fair values were based upon quoted market prices
(level 1 inputs).

Insurance contracts with a value of $3,490 at September 30, 2014 are measured and recorded at fair
value based upon quoted prices in active markets for similar assets (level 2 inputs) and are included in
Other current assets on the consolidated balance sheet.

Items Measured at Fair Value on a Recurring Basis

At September 30, 2014, available-for-sale securities, measured at fair value based on quoted prices in
active markets for the underlying assets (level 1 inputs), and trading securities, measured at fair value
based on quoted prices in active markets for similar assets (level 2 inputs), with values of $9,770 ($8,400
cost basis) and $1,274 ($1,000 cost basis), respectively, are included in Prepaid and other current assets
on the Consolidated Balance Sheets. Unrealized gains and losses, net of deferred taxes, on available-
for-sale securities are included in our Consolidated Balance Sheets as a component of Accumulated
other comprehensive income (loss) (“AOCI”). At September 30, 2013, the Company had no available-
for-sale securities and the fair value of trading securities was $1,194. Realized and unrealized gains and
losses on trading securities and realized gains and losses on available-for-sale securities are included in
Other income in the Consolidated Statements of Operations and Comprehensive Income (Loss).

In the normal course of business, Griffon’s operations are exposed to the effect of changes in foreign
currency exchange rates. In order to manage these risks, Griffon may enter into various derivative
contracts such as foreign currency exchange contracts, including forwards and options. During 2014 and
2013, Griffon entered into several such contracts in order to lock into a foreign currency rate for
planned settlements of trade and inter-company liabilities payable in USD. At inception, these hedges
were all deemed effective as cash flow hedges with gains and losses related to changes in fair value
deferred and recorded in Other comprehensive income (loss) and Prepaid and other current assets until
settlement. Upon settlement, gains and losses were recognized in the Consolidated Statements of
Operations and Comprehensive Income (Loss) as Other income. At September 30, 2014, Griffon had
$4,975 of Australian dollar contracts at a weighted average rate of $1.14, which qualified for hedge
accounting; there were no such contracts outstanding at September 30, 2013. AOCI included deferred

61

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

gains of $386 ($252, net of tax) at September 30, 2014 and no contracts settled during the year ended
September 30, 2014. A gain of $81 was recorded in Other Income in 2013 for the settled contacts.

At September 30, 2014, Griffon had $3,197 of Australian dollar contracts at a weighted average rate of
$1.14. These contracts, which protect Australia operations from currency fluctuations for U.S. dollar
based purchases, do not qualify for hedge accounting and a fair value gain of $141 was recorded in
Other assets and to Other income for the outstanding contracts, based on similar contract values (level
2 inputs), for the year ended September 30, 2014, respectively. All contracts expire in 20 to 90 days.

Pension plan assets with a fair value of $154,966 at September 30, 2014, are measured and recorded at
fair value based upon quoted prices in active markets for identical assets (level 1 inputs) and quoted
market prices for similar assets (level 2 inputs).

Non-U.S. currency translation

Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S. dollar, have
been translated at year-end exchange rates and profit and loss accounts have been translated using
weighted average exchange rates. Adjustments resulting from currency translation have been recorded
in the equity section of the balance sheet in AOCI as cumulative translation adjustments. Cumulative
translation adjustments were a loss of $3,820 and gain of $20,113 at September 30, 2014 and 2013,
respectively. Assets and liabilities of an entity that are denominated in currencies other than that
entity’s functional currency are remeasured into the functional currency using period end exchange
rates, or historical
rates where applicable to certain balances. Gains and losses arising on
remeasurements are recorded within the Consolidated Statement of Operations and Comprehensive
Income (Loss) as a component of Other income (expense).

Revenue recognition

Revenue is recognized when the following circumstances are satisfied: a) persuasive evidence of an
arrangement exists, b) delivery has occurred, title has transferred or services are rendered, c) price is
fixed and determinable and d) collectability is reasonably assured. Goods are sold on terms that transfer
title and risk of loss at a specified location. Revenue recognition from product sales occurs when all
factors are met, including transfer of title and risk of loss, which occurs either upon shipment or upon
receipt by customers at the location specified in the terms of sale. Other than standard product
warranty provisions, sales arrangements provide for no other significant post-shipment obligations.
From time to time and for certain customers, rebates and other sales incentives, promotional allowances
or discounts are offered, typically related to customer purchase volumes, all of which are fixed or
determinable and are classified as a reduction of revenue and recorded at the time of sale. Griffon
provides for sales returns allowances based upon historical returns experience.

Telephonics earns a substantial portion of its revenue as either a prime or subcontractor from contract
awards with the U.S. Government, as well as non-U.S. governments and other commercial customers.
These formal contracts are typically long-term in nature, usually greater than one year. Revenue and
profits from these long-term fixed price contracts are recognized under the percentage-of-completion
method of accounting. Revenue and profits on fixed-price contracts that contain engineering as well as
production requirements are recorded based on the ratio of total actual incurred costs to date to the
total estimated costs for each contract (cost-to-cost method). Using the cost-to-cost method, revenue is
recorded at amounts equal to the ratio of actual cumulative costs incurred divided by total estimated
costs at completion, multiplied by the total estimated contract revenue, less the cumulative revenue
recognized in prior periods. The profit recorded on a contract using this method is equal to the current
estimated total profit margin multiplied by the cumulative revenue recognized, less the amount of

62

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

cumulative profit previously recorded for the contract in prior periods. As this method relies on the
substantial use of estimates, these projections may be revised throughout the life of a contract.
Components of this formula and ratio that may be estimated include gross profit margin and total costs
at completion. The cost performance and estimates to complete on long-term contracts are reviewed, at
a minimum, on a quarterly basis, as well as when information becomes available that would necessitate
a review of the current estimate. Adjustments to estimates for a contract’s estimated costs at completion
and estimated profit or loss often are required as experience is gained, and as more information is
obtained, even though the scope of work required under the contract may or may not change, or if
contract modifications occur. The impact of such adjustments or changes to estimates is made on a
cumulative basis in the period when such information has become known. In 2014, 2013 and 2012,
income from operations included net favorable/(unfavorable) catch-up adjustments approximating
$(400), $3,400 and 9,200, respectively. Gross profit is affected by a variety of factors, including the mix
of products, systems and services, production efficiencies, price competition and general economic
conditions.

Revenue and profits on cost-reimbursable type contracts are recognized as allowable costs, and are
incurred on the contract at an amount equal to the allowable costs plus the estimated profit on those
costs. The estimated profit on a cost-reimbursable contract may be fixed or variable based on the
contractual fee arrangement. Incentive and award fees on these contracts are recorded as revenue when
the criteria under which they are earned are reasonably assured of being met and can be estimated.

For contracts whose anticipated total costs exceed the total expected revenue, an estimated loss is
recognized in the period when identifiable. A provision for the entire amount of the estimated loss is
recorded on a cumulative basis. The estimated remaining costs to complete loss contracts as of
September 30, 2014 was $3,100 and is recorded as a reduction to gross margin on the Consolidated
Statements of Operations and Comprehensive Income (Loss). This loss had an immaterial impact to
Griffon’s Consolidated Financial Statements.

Amounts representing contract change orders or claims are included in revenue only when they can be
reliably estimated and their realization is probable, and are determined on a percentage-of-completion
basis measured by the cost-to-cost method.

From time to time, Telephonics may combine contracts if they are negotiated together, have specific
requirements to combine, or are otherwise closely related. Contracts are segmented based on customer
requirements.

Accounts receivable, allowance for doubtful accounts and concentrations of credit risk

Accounts receivable is composed principally of trade accounts receivable that arise from the sale of
goods or services on account, and is stated at historical cost. A substantial portion of Griffon’s trade
receivables are from customers of HBP, of which the largest customer is Home Depot, whose financial
condition is dependent on the construction and related retail sectors of the economy. In addition, a
significant portion of Griffon’s trade receivables are from one Plastics customer, P&G, whose financial
condition is dependent on the consumer products and related sectors of the economy. As a percentage
of consolidated accounts receivable, U.S. Government related programs were 16%, P&G was 7% and
Home Depot was 9%. Griffon performs continuing evaluations of the financial condition of its
customers, and although Griffon generally does not require collateral, letters of credit may be required
from customers in certain circumstances.

Trade receivables are recorded at the stated amount, less allowance for doubtful accounts and, when
appropriate, for customer program reserves and cash discounts. The allowance represents estimated
uncollectible receivables associated with potential customer defaults on contractual obligations (usually

63

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

due to customers’ potential insolvency). The allowance for doubtful accounts includes amounts for
certain customers where a risk of default has been specifically identified, as well as an amount for
customer defaults based on a formula when it is determined the risk of some default is probable and
estimable, but cannot yet be associated with specific customers. The provision related to the allowance
for doubtful accounts is recorded in Selling, general and administrative (“SG&A”) expenses. The
Company writes-off accounts receivable when they are deemed to be uncollectible.

Customer program reserves and cash discounts are netted against accounts receivable when it is
customer practice to reduce invoices for these amounts. The amounts netted against accounts receivable
in 2014 and 2013 were $9,295 and $6,556, respectively.

All accounts receivable amounts are expected to be collected in less than one year.

The Company does not currently have customers or contracts that prescribe specific retainage
provisions.

Contract costs and recognized income not yet billed

Contract costs and recognized income not yet billed consists of amounts accounted for under the
percentage of completion method of accounting, recoverable costs and accrued profit that cannot yet be
invoiced under the terms of certain long-term contracts. Amounts will be invoiced when applicable
contract terms, such as the achievement of specified milestones or product delivery, are met. At
September 30, 2014 and 2013, approximately $8,400 and $11,000, respectively, of contract costs and
recognized income not yet billed were expected to be collected after one year. As of September 30,
2014 and 2013, the unbilled receivable balance included $2,200 and $1,900, respectively, of reserves for
contract risk.

Inventories

Inventories, stated at the lower of cost (first-in, first-out or average) or market, include material, labor
and manufacturing overhead costs.

Griffon’s businesses typically do not require inventory that is susceptible to becoming obsolete or dated.
In general, Telephonics sells products in connection with programs authorized and approved under
contracts awarded by the U.S. Government or agencies thereof and in accordance with customer
specifications. Plastics primarily produces fabricated materials used by customers in the production of
their products and these materials are produced against orders from those customers. HBP produces
doors and non-powered lawn and garden tools in response to orders from customers of retailers and
dealers or based on expected orders, as applicable.

Property, plant and equipment

Property, plant and equipment includes the historical cost of land, buildings, equipment and significant
improvements to existing plant and equipment or, in the case of acquisitions, a fair market value
appraisal of such assets completed at the time of acquisition. Expenditures for maintenance, repairs and
minor renewals are expensed as incurred. When property or equipment is sold or otherwise disposed of,
the related cost and accumulated depreciation is removed from the respective accounts and the gain or
loss is recognized. No event or indicator of impairment occurred during the three years ended
testing of property, plant and
September 30, 2014, which would require additional
equipment.

impairment

64

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Depreciation expense, which includes amortization of assets under capital leases, was $59,488, $62,911
and $58,216 for the years ended September 30, 2014, 2013 and 2012, respectively, and was calculated on
a straight-line basis over the estimated useful lives of the assets. Depreciation included in SG&A
expenses was $10,815, $12,733 and $13,136 for the years ended September 30, 2014, 2013 and 2012. The
remaining components of depreciation, attributable to manufacturing operations, are included in Cost
of goods and services. Estimated useful lives for property, plant and equipment are as follows: buildings
and building improvements, 25 to 40 years; machinery and equipment, 2 to 15 years and leasehold
improvements, over the term of the lease or life of the improvement, whichever is shorter.

Capitalized interest costs included in Property, plant and equipment were $4,529, $4,030 and $2,975 for
the years ended September 30, 2014, 2013 and 2012, respectively. The original cost of fully-depreciated
property, plant and equipment remaining in use at September 30, 2014 was approximately $253,272.

Goodwill and indefinite-lived intangibles

Goodwill is the excess of the acquisition cost of a business over the fair value of the identifiable net
assets acquired. Goodwill is not amortized, but is subject to an annual impairment test unless during an
interim period, impairment indicators such as a significant change in the business climate exist.

impairment

Griffon performed its annual
testing of goodwill as of September 30, 2014. The
performance of the test involves a two-step process. The first step involves comparing the fair value
of Griffon’s reporting units with the reporting unit’s carrying amount, including goodwill. Griffon
generally determines the fair value of its reporting units using the income approach methodology of
valuation that includes the present value of expected future cash flows. This method uses market
assumptions specific to Griffon’s reporting units. If the carrying amount of a reporting unit exceeds the
reporting unit’s fair value, Griffon performs the second step of the goodwill
impairment test to
determine the amount of impairment loss. The second step compares the implied fair value of the
reporting unit’s goodwill with the carrying amount of that goodwill.

Griffon defines its reporting units as its three reportable segments: HBP, Telephonics and Plastics. HBP
consists of two components, AMES® and CBP, which due to their similar economic characteristics, are
aggregated into one reporting unit for goodwill testing.

Griffon used 5 year projections and a 3.0% terminal value to which discount rates between 9% and
10% were applied to calculate each unit’s fair value. To substantiate fair values derived from the
income approach methodology of valuation, the implied fair value was reconciled to Griffon’s market
capitalization, the results of which supported the implied fair values. Any changes in key assumptions or
management judgment with respect to a reporting unit or its prospects, which may result from a decline
in Griffon’s stock price, a change in market conditions, market trends, interest rates or other factors
outside Griffon’s control, or significant underperformance relative to historical or project future
operating results, could result in a significantly different estimate of the fair value of the reporting units,
which could result in a future impairment charge (level 3 inputs).

Based upon the results of the annual impairment review, it was determined that the fair value of each
reporting unit substantially exceeded the carrying value of the assets, as performed under step one, and
no impairment existed.

Similar to goodwill, Griffon tests indefinite-lived intangible assets at least annually and when indicators
of impairment exist. Griffon uses a discounted cash flow method to calculate and compare the fair value
of the intangible to its book value. This method uses market assumptions specific to Griffon’s reporting
units, which are reasonable and supportable. If the fair value is less than the book value of the
indefinite-lived intangibles, an impairment charge would be recognized.

65

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

There was no impairment related to any goodwill or indefinite-lived intangible at September 30, 2014,
2013 or 2012.

Definite-lived long-lived assets

Amortizable intangible assets are carried at cost less accumulated amortization. For financial reporting
purposes, definite-lived intangible assets are amortized on a straight-line basis over their useful lives,
generally eight to twenty-five years. Long-lived assets and certain identifiable intangible assets to be
held and used are reviewed for impairment whenever events or changes in circumstances indicate that
the carrying amount of such assets may not be recoverable. Determination of recoverability is based on
an estimate of undiscounted future cash flows resulting from the use of the asset and its eventual
disposition.

There were no indicators of impairment during the three years ending September 30, 2014.

Income taxes

Income taxes are accounted for under the liability method. Deferred taxes reflect the tax consequences
on future years of differences between the tax basis of assets and liabilities and their financial reporting
amounts. The carrying value of Griffon’s deferred tax assets is dependent upon Griffon’s ability to
generate sufficient future taxable income in certain tax jurisdictions. Should Griffon determine that it is
more likely than not that some portion of the deferred tax assets will not be realized, a valuation
allowance against the deferred tax assets would be established in the period such determination was
made.

Griffon provides for uncertain tax positions and any related interest and penalties based upon
Management’s assessment of whether a tax benefit is more likely than not of being sustained upon
examination by tax authorities. At September 30, 2014 Griffon believes that it has appropriately
accounted for all unrecognized tax benefits. As of September 30, 2014, 2013 and 2012, Griffon has
recorded unrecognized tax benefits in the amount of $7,906, $10,520 and $11,876, respectively. Accrued
interest and penalties related to income tax matters are recorded in the provision for income taxes.

Research and development costs, shipping and handling costs and advertising costs

Research and development costs not recoverable under contractual arrangements are charged to SG&A
expense as incurred and amounted to $23,400, $22,400 and $23,600 in 2014, 2013 and 2012, respectively.

SG&A expenses include shipping and handling costs of $42,400 in 2014, $39,600 in 2013 and $40,200 in
2012 and advertising costs, which are expensed as incurred, of $24,000 in 2014, $23,000 in 2013 and
$22,000 in 2012.

Risk, retention and insurance

Griffon’s property and casualty insurance programs contain various deductibles that, based on Griffon’s
experience, are reasonable and customary for a company of its size and risk profile. Griffon generally
maintains deductibles for claims and liabilities related primarily to workers’ compensation, general,
product and automobile liability as well as property damage and business interruption losses resulting
from certain events. Griffon does not consider any of the deductibles to represent a material risk to
Griffon. Griffon accrues for claim exposures that are probable of occurrence and can be reasonably

66

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

estimated. Insurance is maintained to transfer risk beyond the level of self-retention and provides
protection on both an individual claim and annual aggregate basis.

Pension benefits

Griffon sponsors defined and supplemental benefit pension plans for certain retired employees. Annual
amounts relating to these plans are recorded based on actuarial projections, which include various
actuarial assumptions, including discount rates, assumed rates of return, compensation increases and
turnover rates. Actuarial assumptions used to determine pension liabilities, assets and expense are
reviewed annually and modified based on current economic conditions and trends. The expected return
on plan assets is determined based on the nature of the plan’s investments and expectations for long-
term rates of return. The discount rate used to measure obligations is based on a corporate bond spot-
rate yield curve that matches projected future benefit payments, with the appropriate spot rate
applicable to the timing of the projected future benefit payments. Assumptions used in determining
Griffon’s obligations under the defined benefit pension plans are believed to be reasonable, based on
experience and advice from independent actuaries; however, differences in actual experience or changes
in assumptions may materially affect Griffon’s financial position or results of operations.

All of the defined benefit plans are frozen and have ceased accruing benefits.

Newly issued but not yet effective accounting pronouncements

In July 2013, the FASB issued new accounting guidance requiring an unrecognized tax benefit to be
presented in the financial statements as a reduction to a deferred tax asset for a net operating loss or
tax credit carryforward, except for instances when the carryforward is not available to settle any
additional income taxes and an entity does not intend to use the deferred tax benefit for these purposes.
In these circumstances, the unrecognized tax benefit should be presented in the financial statements as
a liability and should not be combined with deferred tax assets. This guidance is effective for the
Company beginning in 2015 and is not expected to have a material impact on the Company’s financial
condition or results of operations.

In April 2014, the FASB issued guidance changing the requirements for reporting discontinued
operations where a disposal of a component of an entity or group of components of an entity is required
to be reported in discontinued operations if the disposal represents a strategic shift that has (or will
have) a major effect on an entity’s operations and financial results when either classified as held for
sale, or disposed of by sale or otherwise disposed. The amendment also requires enhanced disclosures
about the discontinued operation and disclosure information for other significant dispositions. This
guidance is effective for the Company beginning in 2015 and is not expected to have a material impact
on the Company’s financial condition or results of operations; early adoption permitted for disposals
that have not been previously reported.

In May 2014, the FASB issued guidance on revenue from contracts with customers. The underlying
principle is that an entity will recognize revenue to depict the transfer of goods or services to customers
at an amount that the entity expects to be entitled to in exchange for those goods or services. The
guidance provides a five-step analysis of transactions to determine when and how revenue is recognized.
Other major provisions include capitalization of certain contract costs, consideration of time value of
money in the transaction price, and allowing estimates of variable consideration to be recognized before
contingencies are resolved, in certain circumstances. The guidance also requires enhanced disclosures
regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s
contracts with customers. This guidance permits the use of either the retrospective or cumulative effect
transition method and is effective for the Company beginning in 2017; early adoption is not permitted.

67

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

We have not yet selected a transition method and are currently evaluating the impact of the guidance
on the Company’s financial condition, results of operations and related disclosures.

In August 2014, the FASB issued guidance on management’s responsibility in evaluating whether there
is substantial doubt about a company’s ability to continue as a going concern and related footnote
disclosures. Management will be required to evaluate, at each reporting period, whether there are
conditions or events that raise substantial doubt about a company’s ability to continue as a going
concern within one year from the date the financial statements are issued. This guidance is effective
prospectively for annual and interim reporting period beginning in 2017;
implementation of this
guidance is not expected to have a material effect on the Company’s financial condition or results of
operations.

Recently issued effective accounting pronouncements

In February 2013, the FASB issued new accounting guidance requiring enhanced disclosures for items
reclassified out of AOCI. It does not amend existing requirements for reporting net income or other
comprehensive income in the financial statements. This guidance was effective, prospectively, for
annual reporting periods beginning after December 15, 2012, with early adoption permitted. As this
guidance relates to presentation only, implementation in the first quarter of fiscal 2014 had no effect on
the Company’s financial condition or results of operations.

The Company has implemented all new accounting pronouncements that are in effect and that may
impact
there are any other new accounting
pronouncements that have been issued that might have a material impact on its financial position or
results of operations.

its financial statements and does not believe that

NOTE 2—ACQUISITIONS

Griffon accounts for acquisitions under the acquisition method, in which assets acquired and liabilities
assumed are recorded at fair value as of the date of acquisition using method substantially similar to the
good impairment test methodology (level 3 inputs). The operating results of the acquired companies are
included in Griffon’s consolidated financial statements from the date of acquisition.

2014 Acquisitions

On May 21, 2014, AMES acquired the Australian Garden and Tools business of Illinois Tool Works,
Inc. (“Cyclone”) for approximately $40,000, including a $4,000 working capital adjustment. Cyclone,
which was integrated with AMES, offers a full range of quality garden and hand tool products sold
under various leading brand names including Cyclone®, Nylex® and Trojan®, designed to meet the
requirements of both the Do-it-Yourself and professional trade segments. Current year SG&A expenses
include $2,363 of related acquisition costs.

On December 31, 2013, AMES acquired Northcote Pottery™ (“Northcote”), founded in 1897 and a
for approximately $22,000.
leading brand in the Australian outdoor planter and decor market,
Northcote complements Southern Patio®, acquired in 2011, and adds to AMES’ existing lawn and
garden operations in Australia. Current year SG&A expenses include $798 of related acquisition costs.

The accounts of the acquired companies, after adjustment to reflect fair market values, have been
included in the consolidated financial statements from the date of acquisition; in each instance, acquired
inventory was not significant. Griffon is in the process of finalizing the initial purchase price allocation
as of the date of these financial statements, primarily with respect to the finalization of tax accounts.

68

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Cyclone

Northcote

Total

Current Assets and Other, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . .
PP&E. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortizable intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indefinite life intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$21,116
488
11,322
11,608
3,548

$ 7,398
1,385
11,254
6,098
3,121

$ 28,514
1,873
22,576
17,706
6,669

Total assets acquired. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities assumed . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$48,082
(8,557)

$29,256

$ 77,338
(7,475) $(16,032)

Net assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$39,525

$21,781

$ 61,306

The amounts assigned to major intangible asset classifications, none of which are tax deductible, are as
follows:

Cyclone

Northcote

Total

Amortization
Period (Years)

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names. . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . .

$11,322
3,548
11,608

$11,254
3,121
6,098

$22,576 N/A

6,669
17,706

Indefinite
25

$26,478

$20,473

$46,951

2012 Acquisition

On October 17, 2011, Griffon acquired the pots and planters business of Southern Sales & Marketing
Group, Inc. for $22,432. The acquired business, which markets its products under the Southern Patio®
brand name, is a leading designer, manufacturer and marketer of landscape accessories. Southern
Patio®, which, upon acquisition, was integrated with AMES, had revenue exceeding $40,000 in 2011.

The accounts of the acquired company, after adjustments to reflect fair market values assigned to assets
purchased, have been included in the consolidated financial statements from date of acquisition;
acquired inventory was not significant.

The following table summarizes the fair values of assets acquired as of the date of the acquisition and
the amounts assigned to goodwill and intangible asset classifications:

Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PP&E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortizable intangible assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Indefinite life intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total assets acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,673
416
4,655
11,077
2,611
$22,432

The amounts assigned to goodwill and major intangible asset classifications, all of which are tax
deductible, for the Southern Patio® acquisition are as follows:

Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Amortization
Period (Years)

N/A
Indefinite
25

$ 4,655
2,611
11,077
$18,343

69

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

NOTE 3—INVENTORIES

The following table details the components of inventory:

Raw materials and supplies . . . . . . . . . . . . . . . . . . . . . . .
Work in process. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 75,560
67,866
146,709
$290,135

$ 65,560
63,930
100,630
$230,120

At September 30,
2014

At September 30,
2013

NOTE 4—PROPERTY, PLANT AND EQUIPMENT

The following table details the components of property, plant and equipment, net:

Land, building and building improvements . . . . . . . .
Machinery and equipment. . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . .

Accumulated depreciation and amortization. . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

At September 30,
2014

At September 30,
2013

$ 127,714
720,417
42,852

890,983
(520,418)
$ 370,565

$ 130,905
661,094
35,884

827,883
(474,290)
$ 353,593

NOTE 5—GOODWILL AND OTHER INTANGIBLES

The following table provides changes in carrying value of goodwill by segment through the year ended
September 30, 2014:

Other
adjustments
including
currency
translations

At September 30,
2012

At September 30,
2013

Goodwill
from 2014
acquisitions

Other
adjustments
including
currency
translations

At September 30,
2014

Home & Building

Products. . . . . . . . . . . . . . . .
Telephonics. . . . . . . . . . . . . . .
Plastics . . . . . . . . . . . . . . . . . . .

$266,531
18,545
70,025

Total . . . . . . . . . . . . . . . . .

$355,101

$ —
—
(642)

$(642)

$266,531
18,545
69,383

$354,459

$22,576
—
—

$ (711)
—
(4,478)

$22,576

$(5,189)

$288,396
18,545
64,905

$371,846

70

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

The following table provides the gross carrying value and accumulated amortization for each major
class of intangible asset:

At September 30, 2014
Gross
Carrying
Amount

Accumulated
Amortization

Customer relationships. . . . . . . . . . . . . . . . . . . . . .
Unpatented technology . . . . . . . . . . . . . . . . . . . . .
Total amortizable intangible assets . . . . .
Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total intangible assets. . . . . . . . . . . . . . . . . .

$180,282
6,500

186,782
85,434
$272,216

$35,280
3,313

38,593
—
$38,593

Average
Life
(Years)

25
12.5

At September 30, 2013
Gross
Carrying
Amount

Accumulated
Amortization

$166,985
6,804

173,789
79,567
$253,356

$29,049
2,916

31,965
—
$31,965

Amortization expense for intangible assets subject to amortization was $7,908, $7,837 and $8,048 for the
years ended September 30, 2014, 2013 and 2012, respectively. Amortization expense for each of the next
five years and thereafter, based on current intangible balances and classifications, is estimated as
follows: 2015 - $7,979; 2016 - $7,867; 2017 - $7,788; 2018 - $7,717 and 2019 - $7,576; thereafter - $109,261.

NOTE 6—DISCONTINUED OPERATIONS

In 2008, as a result of the downturn in the residential housing market, Griffon exited substantially all
operating activities of its Installation Services segment which sold, installed and serviced garage doors
and openers, fireplaces, floor coverings, cabinetry and a range of related building products, primarily for
the new residential housing market. In 2008, Griffon sold eleven units, closed one unit and merged two
units into CBP. Griffon substantially concluded its remaining disposal activities in 2009.

Installation Services operating results have been reported as discontinued operations
in the
Consolidated Statements of Operations and Comprehensive Income (Loss) for all periods presented;
Installation Services is excluded from segment reporting. There was no reported revenue in 2014, 2013
and 2012.

In 2013, the Company recorded a $4,651 charge to discontinued operations increasing environmental
and casualty insurance reserves. A portion of this charge relates to ongoing and potential future
homeowner association claims related to the Installation Services business; claims experience has been
greater than anticipated when reserves were initially established in 2008. The adjustment
to
environmental reserves relates to changes in status of and approach to cleanup requirements for
businesses that were discontinued several years ago.

At September 30, 2014, Griffon’s assets and liabilities for discontinued operations primarily related to
income taxes and product liability, warranty and environmental reserves.

71

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

The following amounts related primarily to the Installation Services segment have been segregated from
Griffon’s continuing operations and are reported as assets and liabilities of discontinued operations in
the consolidated balance sheets:

At September 30,
2014

At September 30,
2013

Assets of discontinued operations:

Prepaid and other current assets. . . . . . . . . . . . . .
Other long-term assets. . . . . . . . . . . . . . . . . . . . . . . .

Total assets of discontinued operations . . . . . . .

Liabilities of discontinued operations:

Accrued liabilities, current . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . .

Total liabilities of discontinued operations . . . .

$1,624
2,126

$3,750

$3,282
3,830

$7,112

$1,214
3,075

$4,289

$3,288
4,744

$8,032

NOTE 7—ACCRUED LIABILITIES

The following table details the components of accrued liabilities:

At September 30,
2014

At September 30,
2013

Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranties and rebates. . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rent, utilities and freight. . . . . . . . . . . . . . . . . . . . . . . . . .
Income and other taxes . . . . . . . . . . . . . . . . . . . . . . . . . . .
Royalties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Marketing and advertising. . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 57,860
3,400
6,950
9,010
1,653
6,446
347
1,650
5,228
8,748
$101,292

$ 44,771
20,616
10,245
7,678
2,224
6,020
343
1,985
3,857
9,004
$106,743

NOTE 8—RESTRUCTURING AND OTHER RELATED CHARGES

During 2014, Telephonics recognized $4,244 in restructuring costs in connection with the closure of its
Swedish facility and restructuring of operations, a voluntary early retirement plan and a reduction in
force aimed at improving efficiency by combining functions and responsibilities, resulting in the
elimination of 80 positions.

In January 2013, AMES announced its intention to close certain of its manufacturing facilities and
consolidate affected operations primarily into its Camp Hill and Carlisle, PA locations. The intended
actions, to be completed by the end of calendar 2014, will improve manufacturing and distribution
efficiencies, allow for in-sourcing of certain production currently performed by third party suppliers,
and improve material flow and absorption of fixed costs.

AMES anticipates incurring pre-tax restructuring and related exit costs approximating $8,000,
comprised of cash charges of $4,000 and non-cash, asset-related charges of $4,000; the cash charges
will include $2,500 for one-time termination benefits and other personnel-related costs and $1,500 for

72

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

facility exit costs. AMES expects $20,000 in capital expenditures in connection with this initiative and,
to date, has incurred $7,941 and $17,728 in restructuring costs and capital expenditures, respectively.

In 2014, 2013 and 2012, HBP recognized $1,892, $7,739 and $874, respectively, of restructuring and
other related exit costs. In 2014 and 2013, restructuring and other related charges primarily related to
one-time termination benefits, facility costs, other personnel costs and asset impairment charges related
its Auburn,
to the AMES’ plant consolidation initiative and,
Washington facility into its Russia, Ohio facility. In 2012, AMES restructuring and other related exit
costs primarily related to termination benefits for operating personnel due to the closing of the Bernie,
MO facility and other administrative personnel. Over the three year period, HBP headcount was
reduced by 206 as a result of these actions.

in 2013, CBP’s consolidation of

During 2013, Plastics Europe undertook to exit low margin businesses and eliminate approximately 80
positions, resulting in a restructuring cash charge of $4,773. These actions were essentially complete at
September 30, 2013.

During 2013 and 2012, Telephonics recognized $750 and $3,815, respectively, of restructuring charges in
connection with voluntary early retirement plan offerings and other costs related to changes in
organizational
reducing
headcount by 185 employees.

such charges were primarily personnel-related,

structure and facilities;

A summary of the restructuring and other related charges included in the line item “Restructuring and
other related charges” in the Consolidated Statements of Operations recognized for 2012, 2013 and 2014
were as follows:

Workforce
Reduction

Facilities &
Exit Costs

Other
Related
Costs

Non-cash
Facility
and Other

Total

Amounts incurred in the year ended:

September 30, 2012. . . . . . . . . . . . . . . . .
September 30, 2013. . . . . . . . . . . . . . . . .
September 30, 2014. . . . . . . . . . . . . . . . .

$4,204
5,649
5,382

$ 379
1,668
548

$ 106
1,629
206

$ — $ 4,689
13,262
6,136

4,316
—

The activity in the restructuring accrual recorded in Accrued liabilities consisted of the following:

Workforce
Reduction

Facilities &
Exit Costs

Other
Related
Costs

Total

Accrued liability at September 30, 2012 . . . . . . . . . . .
Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liability at September 30, 2013 . . . . . . . . . . .
Charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 3,500
5,649
(6,092)
$ 3,057
5,382
(3,211)

$

140
1,668
(1,415)
393
$
548
(941)

$ — $ 3,640
8,946
(8,729)
$ 3,857
6,136
(4,765)

1,629
(1,222)
407
206
(613)

$

Accrued liability at September 30, 2014 . . . . . . . . . . .

$ 5,228

$ — $ — $ 5,228

NOTE 9—WARRANTY LIABILITY

Telephonics offers warranties against product defects for periods generally ranging from one to two
years, depending on the specific product and terms of the customer purchase agreement. Typical
warranties require Telephonics to repair or replace the defective products during the warranty period at
no cost to the customer. At the time revenue is recognized, Griffon records a liability for warranty
costs, estimated based on historical experience, and periodically assesses its warranty obligations and

73

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

adjusts the liability as necessary. AMES offers an express limited warranty for a period of ninety days
on all products unless otherwise stated on the product or packaging from the date of original purchase.

Changes in Griffon’s warranty liability, included in Accrued liabilities, were as follows:

Balance, beginning of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranties issued and changes in estimated pre-existing

warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actual warranty costs incurred. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance, end of period. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Years Ended
September 30,

2014

2013

$ 6,649

$ 8,856

2,379
(4,094)
$ 4,934

2,331
(4,538)
$ 6,649

NOTE 10—NOTES PAYABLE, CAPITALIZED LEASES AND LONG-TERM DEBT

The present value of the net minimum payments on capitalized leases as of September 30, 2014 was
follows:

Total minimum lease payments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less amount representing interest payments. . . . . . . . . . . . . . . . . . . . . . . .

Present value of net minimum lease payments . . . . . . . . . . . . . . . . . . . . .
Current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalized lease obligation, less current portion . . . . . . . . . . . . . . . . . . .

$11,430
(1,739)

9,691
(1,446)
$ 8,245

At September 30,
2014

Minimum payments under capital leases for the next five years are as follows: $1,905 in 2015, $1,878 in
2016, $1,646 in 2017, $1,514 in 2018, $1,424 in 2019 and $3,063 thereafter.

Included in the consolidated balance sheet at September 30, 2014 under Property, plant and equipment,
are costs and accumulated depreciation subject to capitalized leases of $16,446 and $6,755, respectively,
and included in Other assets are deferred interest charges of $181. Included in the consolidated balance
sheet at September 30, 2013, under Property, plant and equipment are costs and accumulated
depreciation subject to capitalized leases of $15,304 and $5,460, respectively, and included in Other
assets are deferred interest charges of $207. The capitalized leases carry interest rates from 5% to 10%
and mature from 2015 through 2022. Amortization expense was $1,579, $1,605, and $1,598 in 2014, 2013
and 2012, respectively.

In October 2006, a subsidiary of Griffon entered into a capital lease totaling $14,290 for real estate it
occupies in Troy, Ohio. Approximately $10,000 was used to acquire the building and the remaining
amount was used for improvements. The lease matures in 2022, bears interest at a fixed rate of 5.0%, is
secured by a mortgage on the real estate and is guaranteed by Griffon.

74

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Debt at September 30, 2014 and 2013 consisted of the following:

At September 30, 2014

Outstanding
Balance

Original
Issuer
Discount

Balance
Sheet

Capitalized
Fees &
Expenses

Coupon
Interest
Rate

Senior note due 2022. . . . . . . . . . . . . . . . . . . . .
Revolver due 2019 . . . . . . . . . . . . . . . . . . . . . . .
Convert. debt due 2017. . . . . . . . . . . . . . . . . . .
Real estate mortgages . . . . . . . . . . . . . . . . . . . .
ESOP Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease—real estate. . . . . . . . . . . . . . . . .
Non U.S. lines of credit . . . . . . . . . . . . . . . . . .
Non U.S. term loans . . . . . . . . . . . . . . . . . . . . .
Other long term debt . . . . . . . . . . . . . . . . . . . .
Totals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(a)

(b)

(c)

(d)

(e)

(f)

(f)

(g)

(g)

$600,000
25,000
100,000
16,388
38,946
8,551
3,306
28,470
1,910
822,571

$ — $600,000
25,000
90,416
16,388
38,946
8,551
3,306
28,470
1,910
812,987

—
(9,584)
—
—
—
—
—
—
(9,584)

$ 9,553
2,009
1,034
576
262
181
—
161
24
$13,800

5.25%
n/a
4.00%
n/a
n/a
5.00%
n/a
n/a
n/a

less: Current portion . . . . . . . . . . . . . . . . . . . . .
Long-term debt. . . . . . . . . . . . . . . . . . . . . . . . . . .

(7,886)
$814,685

—

(7,886)
$(9,584) $805,101

At September 30, 2013

Outstanding
Balance

Original
Issuer
Discount

Balance
Sheet

Capitalized
Fees &
Expenses

Coupon
Interest
Rate

Senior notes due 2018 . . . . . . . . . . . . . . . . . . .
Revolver due 2019 . . . . . . . . . . . . . . . . . . . . . .
Convert. debt due 2017 . . . . . . . . . . . . . . . . .
Real estate mortgages . . . . . . . . . . . . . . . . . . .
ESOP Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease—real estate. . . . . . . . . . . . . . . .
Non U.S. lines of credit . . . . . . . . . . . . . . . . .
Non U.S. term loans . . . . . . . . . . . . . . . . . . . .
Other long term debt . . . . . . . . . . . . . . . . . . .
Totals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(a)

(a)

(b)

(c)

(d)

(e)

(f)

(f)

(g)

$550,000
—
100,000
13,212
21,098
9,529
4,606
3,115
941
702,501

$

— $550,000
—
—
86,754
(13,246)
13,212
—
21,098
—
9,529
—
4,606
—
3,115
—
941
—
689,255
(13,246)

$ 7,328
2,425
1,478
185
24
207
—
27
—
$11,674

7.10%
n/a
4.00%
n/a
n/a
5.00%
n/a
n/a

less: Current portion . . . . . . . . . . . . . . . . . . . .
Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . .

(10,768)
$691,733

— (10,768)
$(13,246) $678,487

75

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Interest expense consists of the following for the years ended September 30, 2014, 2013 and 2012.

Year Ended September 30, 2014
Amort.
Deferred
Cost &
Other Fees

Amort.
Debt
Discount

Cash
Interest

Effective
Interest
Rate

7.4% $15,930
5.25% 18,550
n/a
1,094
9.1% 4,000
500
3.9%
747
2.8%
456
5.3%
919
n/a
847
n/a
(13)
n/a
(1,010)
$42,020

$ —
—
—
3,662
—
—
—
—
—
—
—
$3,662

$ 667
759
570
443
144
54
25
27
36
40
—
$2,765

Year Ended September 30, 2013
Amort.
Deferred
Cost &
Other Fees

Amort.
Debt
Discount

Cash
Interest

Effective
Interest
Rate

7.4% $39,188
785
n/a
4,000
9.1%
538
4.9%
628
2.9%
504
5.3%
271
3.9%
68
0.5%
520
n/a
216
n/a
553
(983)
$46,288

$ —
—
3,361
—
—
—
—
—
—
—
—
—
$3,361

$1,626
582
443
86
8
25
87
—
—
14
—
—
$2,871

Total
Interest
Expense

$16,597
19,309
1,664
8,105
644
801
481
946
883
27
(1,010)
$48,447

Total
Interest
Expense

$40,814
1,367
7,804
624
636
529
358
68
520
230
553
(983)
$52,520

Senior notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . .
Senior notes due 2022 . . . . . . . . . . . . . . . . . . . . . . . . .
Revolver due 2018. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Convert. debt due 2017 . . . . . . . . . . . . . . . . . . . . . . . .
Real estate mortgages . . . . . . . . . . . . . . . . . . . . . . . . .
ESOP Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease—real estate . . . . . . . . . . . . . . . . . . . . . .
Non U.S. lines of credit . . . . . . . . . . . . . . . . . . . . . . .
Non U.S. term loans. . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long term debt . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalized interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Totals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Senior notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . .
Revolver due 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Convert. debt due 2017 . . . . . . . . . . . . . . . . . . . . . . . .
Real estate mortgages . . . . . . . . . . . . . . . . . . . . . . . . .
ESOP Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease—real estate . . . . . . . . . . . . . . . . . . . . . .
Term loan due 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Revolver due 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non U.S. lines of credit . . . . . . . . . . . . . . . . . . . . . . .
Non U.S. term loans. . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long term debt . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalized interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Totals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(a)

(a)

(a)

(b)

(c)

(d)

(e)

(g)

(g)

(h)

(a)

(a)

(b)

(c)

(d)

(e)

(f)

(f)

(g)

(g)

(h)

76

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Year Ended September 30, 2012
Amort.
Deferred
Cost &
Other Fees

Amort.
Debt
Discount

Cash
Interest

Effective
Interest
Rate

Senior notes due 2018 . . . . . . . . . . . . . . . . . . . . . . . . .
Revolver due 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Convert. debt due 2017 . . . . . . . . . . . . . . . . . . . . . . . .
Real estate mortgages . . . . . . . . . . . . . . . . . . . . . . . . .
ESOP Loans. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Capital lease—real estate . . . . . . . . . . . . . . . . . . . . . .
Term loan due 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non U.S. lines of credit . . . . . . . . . . . . . . . . . . . . . . .
Non U.S. term loans. . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long term debt . . . . . . . . . . . . . . . . . . . . . . . . . .
Capitalized interest . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(a)

(a)

(b)

(c)

(d)

(e)

(f)

(g)

(g)

(h)

7.4% $39,188
881
n/a
4,000
9.2%
575
4.0%
707
3.0%
551
5.3%
831
5%
228
238
680
(1,895)

n/a
n/a

$ —
—
3,086
—
—
—
—
—
—
—
—

Totals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$45,984

$3,086

$1,623
622
443
86
6
25
87
—
11
34
—

$2,937

Total
Interest
Expense

$40,811
1,503
7,529
661
713
576
918
228
249
714
(1,895)

$52,007

Minimum payments under debt agreements for the next five years are as follows: $7,886 in 2015,
$33,332 in 2016, $4,531 in 2017, $104,442 in 2018, $57,402 in 2019 and $614,978 thereafter.

(a) On February 27, 2014, in an unregistered offering through a private placement under Rule 144A,
Griffon issued, at par, $600,000 of 5.25% Senior Notes due in 2022 (“Senior Notes”); interest is
payable semi-annually on March 1 and September 1, starting September 1, 2014. Proceeds from the
Senior Notes were used to redeem $550,000 of 7.125% senior notes due 2018, to pay a call and
tender offer premium of $31,530 and to make interest payments of $16,716, with the balance used to
pay a portion of the related transaction fees and expenses. In connection with the issuance of the
Senior Notes, all obligations under the $550,000 of 7.125% senior notes due in 2018 were discharged.

The Senior Notes are senior unsecured obligations of Griffon guaranteed by certain domestic
subsidiaries, and subject to certain covenants, limitations and restrictions. On June 18, 2014, Griffon
exchanged all of the Senior Notes for substantially identical Senior Notes registered under the
Securities Act of 1933 via an exchange offer. The fair value of Senior Notes approximated $570,000
on September 30, 2014 based upon quoted market prices (level 1 inputs).

In connection with these transactions, Griffon capitalized $10,313 of underwriting fees and other
expenses incurred related to the issuance and exchange of the Senior Notes, which will amortize over
the term of such notes. Griffon recognized a loss on the early extinguishment of debt on the 7.125%
senior notes aggregating $38,890, comprised of the $31,530 tender offer premium, the write-off of
$6,574 of remaining deferred financing fees and $786 of prepaid interest on defeased notes.

On February 14, 2014, Griffon amended its $225,000 Revolving Credit Facility (“Credit
Agreement”) to extend its maturity from March 18, 2018 to March 28, 2019, and to amend certain
financial maintenance and negative covenants to improve Griffon’s financial and operating
flexibility. The facility includes a letter of credit sub-facility with a limit of $60,000, a multi-
currency sub-facility of $50,000 and a swingline sub-facility with a limit of $30,000. Borrowings under
the Credit Agreement may be repaid and re-borrowed at any time, subject to final maturity of the
facility or the occurrence of a default or event of default under the Credit Agreement. Interest is
payable on borrowings at either a LIBOR or base rate benchmark rate, in each case without a floor,
plus an applicable margin, which adjusts based on financial performance. Current margins are 1.25%
for base rate loans and 2.25% for LIBOR loans. The Credit Agreement has certain financial
maintenance tests including a maximum total leverage ratio, a maximum senior secured leverage
ratio and a minimum interest coverage ratio, as well as customary affirmative and negative covenants

77

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

and events of default. The negative covenants place limits on Griffon’s ability to, among other
things, incur indebtedness, incur liens and make restricted payments and investments. Borrowings
under the Credit Agreement are guaranteed by Griffon’s material domestic subsidiaries and are
secured, on a first priority basis, by substantially all domestic assets of the Company and the
guarantors and a pledge of not greater than 65% of the equity interest in each of Griffon’s material,
first-tier foreign subsidiaries (except that a lien on the assets of Griffon’s material domestic
subsidiaries securing a limited amount of the debt under the credit agreement relating to Griffon’s
Employee Stock Ownership Plan ranks pari passu with the lien granted on such assets under the
Credit Agreement; see footnote (d) below). At September 30, 2014, there were $18,929 of standby
letters of credit outstanding under the Credit Agreement and $25,000 in outstanding borrowings;
$181,071 was available for borrowing at that date.

(b) On December 21, 2009, Griffon issued $100,000 principal of 4% convertible subordinated notes due
2017 (the “2017 Notes”). The current conversion rate of the 2017 Notes is 68.4571 shares of Griffon’s
common stock per $1 principal amount of notes, corresponding to a conversion price of $14.61 per
share. When a cash dividend is declared that would result in an adjustment to the conversion ratio of
less than 1%, any adjustment to the conversion ratio is deferred until the first to occur of (i) actual
conversion; (ii) the 42nd trading day prior to maturity of the notes; and (iii) such time as the
cumulative adjustment equals or exceeds 1%. As of September 30, 2014, aggregate dividends since
the last conversion price adjustment of $0.06 per share would have resulted in an adjustment to the
conversion ratio of approximately 0.52%. At both September 30, 2014 and 2013, the 2017 Notes had
a capital in excess of par component, net of tax, of $15,720. The fair value of the 2017 Notes
approximated $110,188 on September 30, 2014 based upon quoted market prices (level 1 inputs).

(c) On October 21, 2013, Griffon refinanced two real estate mortgages to secure loans totaling $17,175.
The loans mature in October 2018, are collateralized by the related properties and are guaranteed by
Griffon. The loans bear interest at a rate of LIBOR plus 2.75%. At September 30, 2014, $16,388 was
outstanding.

(d) In December 2013, Griffon’s Employee Stock Ownership Plan (“ESOP”) entered into an agreement
that refinanced the two existing ESOP loans into one new Term Loan in the amount of $21,098 (the
“Agreement”). The Agreement also provided for a Line Note with $10,000 available to purchase
shares of Griffon common stock in the open market. In July 2014, Griffon’s ESOP entered into an
amendment of the existing Agreement which provided an additional $10,000 Line Note available to
purchase shares in the open market. During 2014, the Line Notes were combined with the Term
Loan to form one new Term Loan. The Term Loan bears interest at LIBOR plus 2.38% or the
lender’s prime rate, at Griffon’s option. The Term Loan requires quarterly principal payments of
$506, with a balloon payment of approximately $30,137 due at maturity on December 31, 2018.
During 2014, 1,591,117 shares of Griffon common stock, for a total of $20,000, or $12.57 per share,
were purchased with proceeds from the Line Notes. At September 30, 2014, $38,946 was outstanding
under the Term Loan. The Term Loan is secured by shares purchased with the proceeds of the loan
and with a lien on a specific amount of Griffon assets (which lien ranks pari passu with the lien
granted on such assets under the Credit Agreement) and is guaranteed by Griffon.

(e) In October 2006, CBP entered into a capital lease totaling $14,290 for real estate in Troy, Ohio. The
lease matures in 2022, bears interest at a fixed rate of 5.0%, is secured by a mortgage on the real
estate and is guaranteed by Griffon.

(f) In November 2010, Clopay Europe GMBH (“Clopay Europe”) entered into a €10,000 revolving
credit facility and a €20,000 term loan. The term loan was paid off in December 2013 and the
revolver had no borrowings outstanding at September 30, 2014. The revolving facility matures in
November 2014, but is renewable upon mutual agreement with the bank. The revolving credit

78

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

facility accrues interest at EURIBOR plus 2.20% per annum. Clopay Europe is required to maintain
a certain minimum equity to assets ratio and keep leverage below a certain level, defined as the ratio
of total debt to EBITDA.

Clopay do Brasil maintains lines of credit of approximately $5,200. Interest on borrowings accrues at
a rate of Brazilian CDI plus 6.0% (17.00% at September 30, 2014). At September 30, 2014 there was
approximately $3,306 borrowed under the lines. Clopay Plastic Products Company, Inc. guarantees
the loan and lines.

In November 2012, Garant G.P. (“Garant”) entered into a CAD $15,000 revolving credit facility.
The facility accrues interest at LIBOR (USD) or the Bankers Acceptance Rate (CDN) plus 1.3%
per annum (1.53% LIBOR USD and 2.52% Bankers Acceptance Rate CDN as of September 30,
2014). The revolving facility matures in November 2015. Garant is required to maintain a certain
minimum equity. At September 30, 2014, there were no borrowings under the revolving credit
facility with CAD $15,000 available for borrowing.

(g) In December 2013 and May 2014, Northcote Holdings Pty Ltd entered into two unsecured term
loans in the outstanding amounts of AUD $12,500 and AUD $20,000, respectively. The AUD
$12,500 term loan requires quarterly interest payments with principal due upon maturity in
December 2016. The AUD $20,000 term loan requires quarterly principal payments of $625
beginning in August 2015 with a balloon payment due upon maturity in May 2017. The loans accrue
interest at Bank Bill Swap Bid Rate “BBSY” plus 2.8% per annum (5.5% at September 30, 2014 for
each loan). As of September 30, 2014, Griffon had an outstanding combined balance of $28,470 on
the term loans.

Subsidiaries of Northcote Holdings Pty Ltd also maintain two lines of credit of AUD $3,000 and
AUD $5,000 which accrue interest at BBSY plus 2.25% per annum (4.95% at September 30, 2014)
and 2.50% per annum (5.20% at September 30, 2014), respectively. At September 30, 2014, there
were no outstanding borrowings under the lines. Griffon Corporation guarantees the term loans and
the AUD $3,000 line of credit; the assets of a subsidiary of Northcote Holdings Pty Ltd secures the
AUD $5,000 line of credit.

(h) At September 30, 2012, Griffon had $532 of 4% convertible subordinated notes due 2023 (“2023
Notes”) outstanding. On April 15, 2013, the 2023 Notes were redeemed at par plus accrued interest.
Other long-term debt also includes capital leases.

At September 30, 2014, Griffon and its subsidiaries were in compliance with the terms and covenants of
its credit and loan agreements.

NOTE 11—EMPLOYEE BENEFIT PLANS

Griffon offers defined contribution plans to most of its U.S. employees. In addition to employee
contributions
to the plans, Griffon makes contributions based upon various percentages of
compensation and/or employee contributions, which were $8,207 in 2014, $6,950 in 2013 and $7,300
in 2012.

The Company also provides healthcare and life insurance benefits for certain groups of retirees through
several plans. For certain employees, the benefits are at fixed amounts per retiree and are partially
contributory by the retiree. The post-retirement benefit obligation was $1,990 and $1,972 as of
September 30, 2014 and 2013. The accumulated other comprehensive income (loss) for these plans was
$(38) and $161 as of September 30, 2014 and 2013, respectively, and the 2014 and 2013 benefit expense
was $59 and $65, respectively. It is the Company’s practice to fund these benefits as incurred.

79

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Griffon also has qualified and non-qualified defined benefit plans covering certain employees with
benefits based on years of service and employee compensation. Over time, these amounts will be
recognized as part of net periodic pension costs in the Consolidated Statements of Operations and
Comprehensive Income (Loss).

Griffon is responsible for overseeing the management of the investments of the qualified defined
benefit plan and uses the service of an investment manager to manage these assets based on agreed
upon risk profiles. The primary objective of the qualified defined benefit plan is to secure participant
retirement benefits. As such, the key objective in this plan’s financial management is to promote
stability and, to the extent appropriate, growth in the funded status. Financial objectives are established
in conjunction with a review of current and projected plan financial requirements. The fair values of a
majority of the plan assets were determined by the plans’ trustee using quoted market prices for
identical instruments (level 1 inputs) as of September 30, 2014 and 2013. The fair value of various other
investments was determined by the plan’s trustee using direct observable market corroborated inputs,
including quoted market prices for similar assets (level 2 inputs). There were no pension assets
measured using level 3 inputs.

Effective January 1, 2012, the Clopay Pension Plan merged with the Ames True Temper Inc. Pension
Plan. The merged qualified defined benefit plan was named the Clopay Ames Pension Plan (the
“Clopay AMES Plan”).

The Clopay portion of the Clopay AMES Plan has been frozen to new entrants since December 2000.
Certain employees who were part of the plan prior to December 2000 continued to accrue a service
benefit through December 2010, at which time all plan participants stopped accruing service benefits.

The AMES portion of the Clopay AMES Plan has been frozen to all new entrants since November
2009 and stopped accruing benefits in December 2009.

The AMES supplemental executive retirement plan was frozen to new entrants and participants in the
plan stopped accruing benefits in 2008.

In 2014, the company contributed €1,300 (U.S. $1,776), which equaled the net balance sheet liability, in
settlement of all remaining obligations for a non-U.S. pension liability. There were no gains or losses
recorded for this settlement.

In 2013, SG&A expenses included a $2,142 pension settlement loss resulting from the lump-sum buyout
of certain participant’s balances in the Company’s defined benefit plan. The buyouts, funded by the
pension plan, reduced the Company’s net pension liability at September 30, 2013 by $3,472 and
increased Accumulated Other Comprehensive Income (Loss) by $3,649 at that date.

Griffon uses judgment to establish the assumptions used in determining the future liability of the plan,
as well as the investment returns on the plan assets. The expected return on assets assumption used for
pension expense was developed through analysis of historical market returns, current market conditions
and past experience of plan investments. The long-term rate of return assumption represents the
expected average rate of earnings on the funds invested, or to be invested, to provide for the benefits
included in the benefit obligations. The assumption is based on several factors including historical
market index returns, the anticipated long-term asset allocation of plan assets and the historical return.
The discount rate assumption is determined by developing a yield curve based on high quality bonds
with maturities matching the plans’ expected benefit payment stream. The plans’ expected cash flows
are then discounted by the resulting year-by-year spot rates. A 10% change in the discount rate,
average wage increase or return on assets would not have a material effect on the financial statements
of Griffon.

80

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Net periodic costs (benefits) were as follows:

Defined Benefits for the Years
Ended September 30,
2013

2012

2014

Supplemental Benefits for the
Years Ended September 30,
2014
2012
2013

Net periodic (benefits) costs:
Service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected return on plan assets . . . . . . . . . . . .
Recognition of settlement . . . . . . . . . . . . . . . . .
Amortization of:

$

22
8,205
(11,309)
—

$

165
7,977
(11,869)
2,142

$

238
9,191
(11,896)
—

$ — $
1,497
—
—

35
1,344
—
—

36
$
1,692
—
—

Prior service costs . . . . . . . . . . . . . . . . . . . . .
Actuarial loss . . . . . . . . . . . . . . . . . . . . . . . . .

1
885

6
1,795

6
1,735

14
1,034

14
1,288

171
1,137

Total net periodic (benefits) costs . . . . . . . . .

$ (2,196) $

216

$

(726) $2,545

$2,681

$3,036

The tax benefits in 2014, 2013 and 2012 for the amortization of pension costs in Other comprehensive
income (loss) were $677, $1,086 and $1,067, respectively.

The estimated net actuarial loss and prior service cost that will be amortized from AOCI into Net
periodic pension cost during 2015 are $2,165 and $17, respectively.

The weighted-average assumptions used in determining the net periodic (benefits) costs were as follows:

Defined Benefits for the Years
Ended September 30,
2013

2014

2012

Supplemental Benefits for the
Years Ended September 30,
2014
2012
2013

Discount rate. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Average wage increase . . . . . . . . . . . . . . . . . . . . . .
Expected return on assets . . . . . . . . . . . . . . . . . . .

4.49% 3.67% 4.44% 4.09% 3.40% 4.30%
—% 4.87% 4.89%
0.15% 0.11% 0.11%
—
8.00% 7.80% 7.71%

—

—

81

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Plan assets and benefit obligation of the defined and supplemental benefit plans were as follows:

Defined Benefits at
September 30,

Supplemental Benefits at
September 30,

2014

2013

2014

2013

Change in benefit obligation:
Benefit obligation at beginning of fiscal year . . . . . . . . . . . .
Benefits earned during the year . . . . . . . . . . . . . . . . . . . . . . . . .
Interest cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participant contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid—settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial (gain) loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Actuarial gain—settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit obligation at end of fiscal year . . . . . . . . . . . . . . . . . .

Change in plan assets:
Fair value of plan assets at beginning of fiscal year. . . . . .
Actual return on plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan participant contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Company contributions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of foreign currency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefits paid—settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plan settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets at end of fiscal year. . . . . . . . . . . .
Projected benefit obligation in excess of plan assets . . . . .

Amounts recognized in the statement of financial

position consist of:

Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities (long-term) . . . . . . . . . . . . . . . . . . . . . . . . .

Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net actuarial losses. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prior service cost . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$195,961
22
8,205
3
(10,359)

$232,939
165
7,977
15
(10,632)
— (11,548)
—
462
(19,945)
(3,472)
195,961

(9,780)
37
10,238
—
194,327

153,731
12,830
3
7,433
26
(10,359)

160,823
12,537
15
2,203
333
(10,632)
— (11,548)
—
153,731

(8,698)
154,966

$ 38,674
—
1,497
—
(4,083)
—
—
—
2,119
—
38,207

—
—
—
4,083
—
(4,083)
—

$ 41,473
35
1,344
—
(4,051)
—
—
—
(127)
—
38,674

—
—
—
4,051
—
(4,051)
—

—

—

$ (39,361) $ (42,230) $(38,207)

$(38,674)

$

— $

(39,361)

(39,361)
23,433
2
(8,202)

— $ (4,058)
(34,149)

(42,230)

$ (4,031)
(34,643)

(42,230)
16,679
4
(5,839)

(38,207)
20,420
85
(7,177)

(38,674)
19,335
99
(6,802)

Total Accumulated other comprehensive loss, net of tax
Net amount recognized at September 30, . . . . . . . . . . . . . . . .

15,233

13,328
10,844
$ (24,128) $ (31,386) $(24,879)

12,632
$(26,042)

Accumulated benefit obligations . . . . . . . . . . . . . . . . . . . . . . . . .

$194,327

$195,590

$ 38,207

$ 38,674

Information for plans with accumulated benefit

obligations in excess of plan assets:

ABO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PBO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fair value of plan assets . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$194,327
194,327
154,966

$195,590
195,961
153,731

$ 38,207
38,207
—

$ 38,674
38,674
—

82

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

The weighted-average assumptions used in determining the benefit obligations were as follows:

Weighted average discount rate . . . . . .
3.98%
Weighted average wage increase . . . . . —%

2014

2013

4.49%
0.15%

2014

3.60%
—%

2013

4.09%
—%

Defined Benefits at
September 30,

Supplemental Benefits at
September 30,

The actual and weighted-average asset allocation for qualified benefit plans were as follows:

Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fixed income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

56.4% 55.8% 63.0%
38.1% 41.3% 37.0%
—%
5.5% 2.9%

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

100.0% 100.0% 100.0%

At September 30,
2014
2013

Target

Estimated future benefit payments to retirees, which reflect expected future service, are as follows:

For the years ending September 30,

2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 through 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Defined
Benefits

$10,551
10,734
10,830
10,964
11,115
58,177

Supplemental
Benefits

$ 4,058
4,000
3,939
3,564
3,391
13,137

Griffon expects to contribute $3,784 to the Defined Benefit plans in 2015, in addition to the $4,058 in
payments related to the Supplemental Benefits that will be funded from the general assets of Griffon.

The Clopay AMES Plan is covered by the Pension Protection Act of 2006. The Adjusted Funding
Target Attainment Percent for the plan as of January 1, 2014 was 96.7%. Since the plan was in excess of
the 80% funding threshold there were no plan restrictions. The expected level of 2015 catch up
contributions is $4,228.

The following is a description of the valuation methodologies used for plan assets measured at fair
value:

Short-term investment funds—The fair value is determined using the Net Asset Value (“NAV”)
provided by the administrator of the fund. The NAV is based on the value of the underlying assets
owned by the fund, minus its liabilities, and then divided by the number of shares outstanding. The
NAV is a quoted price in a market that is not active and is primarily classified as Level 2. These
investments can be liquidated on demand.

Government and agency securities—When quoted market prices are available in an active market, the
investments are classified as Level 1. When quoted market prices are not available in an active market,
the investments are classified as Level 2.

Equity securities—The fair values reflect the closing price reported on a major market where the
individual mutual fund securities are traded in equity securities. These investments are classified within
Level 1 of the valuation hierarchy.

83

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Debt securities—The fair values are based on a compilation of primarily observable market information
or a broker quote in a non-active market where the individual mutual fund securities are invested in
debt securities. These investments are primarily classified within Level 2 of the valuation hierarchy.

Commingled funds—The fair values are determined using NAV provided by the administrator of the
fund. The NAV is based on the value of the underlying assets owned by the trust/entity, minus its
liabilities, and then divided by the number of shares outstanding. These investments are generally
classified within Level 2 of the valuation hierarchy and can be liquidated on demand.

Interest in limited partnerships and hedge funds—One limited partnership investment is a private equity
fund and the fair value is determined by the fund managers based on the estimated value of the various
holdings of the fund portfolio. These investments are classified within Level 2 of the valuation
hierarchy.

The following table presents the fair values of Griffon’s pension and post-retirement plan assets by asset
category:

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

At September 30, 2014

Cash and equivalents . . . . . . . . . . . . . . . . . . . . .
Short-term investment funds . . . . . . . . . . . . . .
Government agency securities . . . . . . . . . . . .
Debt instruments . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Commingled funds . . . . . . . . . . . . . . . . . . . . . . . .
Limited partnerships and hedge fund

investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$78,229

At September 30, 2013

Cash and equivalents . . . . . . . . . . . . . . . . . . . . .
Short-term investment funds . . . . . . . . . . . . . .
Government agency securities . . . . . . . . . . . .
Debt instruments . . . . . . . . . . . . . . . . . . . . . . . . .
Equity securities . . . . . . . . . . . . . . . . . . . . . . . . . .
Commingled funds . . . . . . . . . . . . . . . . . . . . . . . .
Insurance contracts . . . . . . . . . . . . . . . . . . . . . . .
Limited partnerships and hedge fund

investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$81,552

$ 2,912
—
—
29,447
45,870
—

—

$ —
—
3,006
30,856
47,690
—
—

—

$ —
—
—
—
—
72,722

4,015

$76,737

$—
—
—
—
—
—

—

$—

$ —
2,948
—
—
—
66,130
—

3,101

$72,179

$—
—
—
—
—
—
—

—

$—

Total

$ 2,912
—
—
29,447
45,870
72,722

4,015

$154,966

$

Total

—
2,948
3,006
30,856
47,690
66,130
—

3,101

$153,731

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Griffon has an ESOP that covers substantially all domestic employees. All U.S. employees of Griffon,
who are not members of a collective bargaining unit, automatically become eligible to participate in the
plan on the October 1st following completion of one year of service. Securities are allocated to
participants’ individual accounts based on the proportion of each participant’s aggregate compensation
(not to exceed $260 for the plan year ended September 30, 2014), to the total of all participants’
compensation. Shares of the ESOP which have been allocated to employee accounts are charged to
expense based on the fair value of the shares transferred and are treated as outstanding in determining

84

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

earnings per share. Dividends paid on shares held by the ESOP are used to offset debt service on ESOP
Loans. Dividends paid on shares held in participant accounts are utilized to allocate shares from the
aggregate number of shares to be released, equal in value to those dividends, based on the closing price
of Griffon common stock on the dividend payment date. Compensation expense under the ESOP was
$2,447 in 2014, $2,015 in 2013 and $1,796 in 2012. The cost of the shares held by the ESOP and not yet
allocated to employees is reported as a reduction of Shareholders’ Equity. The fair value of the
unallocated ESOP shares as of September 30, 2014 and 2013 based on the closing stock price of
Griffon’s stock was $37,372 and $24,257, respectively. The ESOP shares were as follows:

Allocated shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unallocated shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2,406,941
3,281,095

2,309,812
1,934,338

5,688,036

4,244,150

At September 30,
2014
2013

NOTE 12—INCOME TAXES

Income taxes have been based on the following components of Income before taxes and discontinued
operations:

For the Years Ended September 30,
2013

2014

2012

Domestic. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-U.S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(14,682)
8,966

$16,083
(1,750)

$27,910
(5,969)

$ (5,716)

$14,333

$21,941

Provision (benefit) for income taxes on income from continuing operations was comprised of the
following:

For the Years Ended September 30,
2013

2014

2012

Current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (408)
(5,131)

$ 2,468
5,075

$ 7,557
(2,627)

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(5,539)

$ 7,543

$ 4,930

U.S. Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
State and local. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-U.S.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(6,486)
(291)
1,238

$ 5,807
2,915
(1,179)

$ 3,400
(1,301)
2,831

Total provision . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$(5,539)

$ 7,543

$ 4,930

Griffon’s Income tax provision (benefit) included benefits of ($4,429) in 2014, ($3,209) in 2013, and
($3,356) in 2012 reflecting the reversal of previously recorded tax liabilities primarily due to the
resolution of various tax audits and the closing of certain statutes for prior years’ tax returns.

85

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Differences between the effective income tax rate applied to Income from continuing operations and
U.S. Federal income statutory rate were as follows:

For the Years Ended
September 30,
2013

2014

2012

U.S. Federal income tax provision (benefit) rate . . . . . . . . .
State and local taxes, net of Federal benefit . . . . . . . . . . . . . .
Non-U.S. taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Change in tax contingency reserves. . . . . . . . . . . . . . . . . . . . . . .
Repatriation of foreign earnings . . . . . . . . . . . . . . . . . . . . . . . . . .
U.S. Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible/non-taxable items, net . . . . . . . . . . . . . . . . . . . .
Research credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax impact of state rate change . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effective tax provision (benefit) rate . . . . . . . . . . . . . . . . .

(35.0)% 35.0% 35.0%
17.5% 2.8% 3.6%
(35.8)% 5.3% 7.0%
(36.0)% (10.9)% (6.7)%
4.7% (8.3)% (12.3)%
4.5% 10.1% (2.4)%
(3.4)% 11.6% 8.4%
(3.9)% (7.4)% (0.7)%
(4.5)% 15.0% (11.0)%
(5.0)% (0.6)% 1.6%
(96.9)% 52.6% 22.5%

The tax effect of temporary differences that give rise to future deferred tax assets and liabilities are as
follows:

Deferred tax assets:

Bad debt reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory reserves . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred compensation (equity compensation and

defined benefit plans) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Compensation benefits. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Insurance reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Warranty reserve . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net operating loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other reserves and accruals . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Deferred tax liabilities:
Deferred income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill and intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

At September 30,
2014
2013

$

$

2,639
7,578

2,202
9,295

35,683
4,662
3,336
911
2,286
32,512
6,378
4,164

100,149
(15,649)
84,500

(11,091)
(72,086)
(34,302)
(3,582)
(927)

32,645
3,059
3,360
699
3,320
26,644
7,311
2,924

91,459
(13,421)
78,038

(13,124)
(70,216)
(36,469)
(5,154)
(5,164)

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(121,988)

(130,127)

Net deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ (37,488) $ (52,089)

The change in the valuation allowance relates to the valuation allowance for certain state, local and
foreign tax attributes.

86

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

The components of the net deferred tax liability, by balance sheet account, were as follows:

At September 30,
2014
2013

Prepaid and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Assets of discontinued operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net deferred liability. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 13,982
872
(2)
(53,798)
1,458

$ 9,118
3,205
—
(66,422)
2,010
$(37,488) $(52,089)

At both September 30, 2014 and 2013, Griffon has not recorded deferred income taxes on the
undistributed earnings of its non-U.S. subsidiaries because of management’s ability and intent to
indefinitely reinvest such earnings outside the U.S. At September 30, 2014, Griffon’s share of the
undistributed earnings of the non-U.S. subsidiaries amounted to approximately $90,716. It is not
practicable to estimate the amount of deferred tax liability related to investments in these foreign
subsidiaries.

At September 30, 2014 and 2013, Griffon had loss carryforwards for non-U.S. tax purposes of $78,692
and $83,564, respectively. The non-U.S. loss carryforwards are available for carryforward indefinitely.

At September 30, 2014 and 2013, Griffon had state and local loss carryforwards of $7,905 and $6,057,
respectively, which expire in varying amounts through 2034.

At September 30, 2014, Griffon had federal loss carryforwards of $11,036, which are available for
carryforward through 2034. At September 30, 2013, Griffon had no federal loss carryforwards.

At September 30, 2014 and 2013, Griffon had federal tax credit carryforwards of $6,087 and $5,151,
respectively, which expire beginning in 2017.

Griffon files U.S. Federal, state and local tax returns, as well as applicable returns in Germany, Canada,
Brazil, Australia, Sweden, Mexico, Ireland and other non-U.S. jurisdictions. Griffon’s U.S. Federal
income tax returns are no longer subject to income tax examination for years before 2010, the German
income tax returns are no longer subject to income tax examination for years through 2010 and major
U.S. state and other non-U.S. jurisdictions are no longer subject to income tax examinations for years
before 2004. Various U.S. state and non-U.S. statutory tax audits are currently underway.

The following is a roll forward of unrecognized tax benefits:

Balance at September 30, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions based on tax positions related to the current year . . . . . . . . . . . . . .
Additions based on tax positions related to prior years . . . . . . . . . . . . . . . . . . .
Lapse of Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at September 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Additions based on tax positions related to the current year . . . . . . . . . . . . . .
Additions based on tax positions related to prior years . . . . . . . . . . . . . . . . . . .
Reductions based on tax positions related to prior years . . . . . . . . . . . . . . . . . .
Lapse of Statutes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Settlements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Balance at September 30, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$11,876
1,343
111
(974)
(1,836)
10,520
848
531
(2,549)
(1,204)
(240)
$ 7,906

87

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

If recognized, the amount of potential tax benefits that would impact Griffon’s effective tax rate is
$4,634. Griffon recognizes potential accrued interest and penalties related to unrecognized tax benefits
in income tax expense. At September 30, 2014 and 2013, the combined amount of accrued interest and
penalties related to tax positions taken or to be taken on Griffon’s tax returns and recorded as part of
the reserves for uncertain tax positions was $754 and $1,672, respectively. Griffon cannot reasonably
estimate the extent to which existing liabilities for uncertain tax positions may increase or decrease
within the next twelve months as a result of the progression of ongoing tax audits or other events.
Griffon believes that it has adequately provided for all open tax years by tax jurisdiction.

NOTE 13—STOCKHOLDERS’ EQUITY AND EQUITY COMPENSATION

On November 17, 2011, the Company began declaring quarterly dividends. During 2014, 2013 and 2012,
the Company declared and paid dividends totaling $0.12 per share, $0.10 per share and $0.08 per share,
respectively. The Company currently intends to pay dividends each quarter; however, payment of
dividends is determined by the Board of Directors at its discretion based on various factors, and no
assurance can be provided as to the payment of future dividends.

In February 2011, shareholders approved the Griffon Corporation 2011 Equity Incentive Plan
(“Incentive Plan”) under which awards of performance shares, performance units, stock options, stock
appreciation rights, restricted shares, deferred shares and other stock-based awards may be granted. On
January 30, 2014, shareholders approved an amendment and restatement of the Incentive Plan (as
amended, the “Incentive Plan”), which, among other things, added 1,200,000 shares to the Incentive
Plan. Options granted under the Incentive Plan may be either “incentive stock options” or nonqualified
stock options, generally expire ten years after the date of grant and are granted at an exercise price of
not less than 100% of the fair market value at the date of grant. The maximum number of shares of
common stock available for award under the Incentive Plan is 4,200,000 (600,000 of which may be
issued as incentive stock options) plus any shares underlying awards outstanding on the effective date of
the Incentive Plan under the 2006 Incentive Plan that are subsequently cancelled or forfeited. As of
September 30, 2014, 984,297 shares were available for grant.

All grants outstanding under the Griffon Corporation 2001 Stock Option Plan, 2006 Equity Incentive
Plan and Outside Director Stock Award Plan will continue under their terms; no additional awards will
be granted under such plans.

Compensation expense for restricted stock is recognized ratably over the required service period based
on the fair value of the grant, calculated as the number of shares granted multiplied by the stock price
on date of grant, and for performance shares, the likelihood of achieving the performance criteria.
Compensation cost related to stock-based awards with graded vesting, generally over a period of three
to four years, is recognized using the straight-line attribution method and recorded within Selling,
general and administrative expenses. The following table summarizes the Company’s compensation
expense relating to all stock-based incentive plans:

For the Years Ended September 30,
2013

2014

2012

Pre-tax compensation expense . . . . . . . . . . . . . . . . . . . .
Tax benefit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total stock-based compensation expense, net of

tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$11,473
(3,224)

$12,495
(3,068)

$10,439
(2,547)

$ 8,249

$ 9,427

$ 7,892

88

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

All stock options were fully vested at September 30, 2012. A summary of stock option activity for the
year ended September 30, 2014 is as follows:

Outstanding and Exercisable at September 30, 2013 . . . . .
Forfeited/Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding and Exercisable at September 30, 2014 . . . . .

Options

Weighted
Average
Exercise
Price

20.15
19.80

20.23

Shares

714,235
(131,750)

582,485

Weighted
Average
Contractual
Term
(Years)

Aggregated
Intrinsic
Value

2.8

$—

Range of
Exercises
Prices

Options Outstanding & Exercisable
Weighted
Average
Contractual
Term
(Years)

Weighted
Average
Exercise
Price

Shares

$14.78. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$17.23. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
19.49 to $22.41 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
$26.06. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12,000
111,035
393,000
66,450

$14.78
17.23
20.25
26.06

2.8
0.6
3.7
1.5

Totals. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

582,485

A summary of restricted stock activity, inclusive of restricted stock units, for the year ended September
30, 2014, is as follows:

Unvested at September 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unvested at September 30, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted
Average
Grant-Date
Fair Value

11.27
12.96
11.79
22.94

11.63

Shares

3,428,668
1,123,416
(1,111,385)
(233,381)

3,207,318

The fair value of restricted stock which vested during the year ended September 30, 2014, 2013, and
2012 was $14,058, $13,270 and $428, respectively. The weighted average grant date fair value during the
year ended September 30, 2014, 2013 and 2012 was $12.96, $11.03, and $9.33, respectively.

Unrecognized compensation expense related to non-vested shares of restricted stock was $15,945 at
September 30, 2014 and will be recognized over a weighted average vesting period of 1.6 years.

At September 30, 2014, a total of approximately 4,774,100 shares of Griffon’s authorized Common
Stock were reserved for issuance in connection with stock compensation plans.

In each of August 2011 and May 2014, Griffon’s Board of Directors authorized the repurchase of up to
$50,000 of Griffon’s outstanding common stock. Under both repurchase programs, the Company may
purchase shares of its common stock, depending upon market conditions, in open market or privately
negotiated transactions, including pursuant to a 10b5-1 plan. Share repurchases are recorded at cost.
During 2012, Griffon purchased 1,187,066 shares of common stock under the August 2011 program, for
a total of $10,379, or $8.74 per share. During 2013, Griffon purchased 2,369,786 shares of common stock
under the August 2011 program for a total of $26,285, or $11.09 per share. During 2014, Griffon

89

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

purchased 1,906,631 shares of common stock under both repurchase programs, for a total of $23,167 or
$12.15 per share. Since August 2011, Griffon has repurchased 6,994,862 shares of common stock, for a
total of $72,197 or $10.32 per share under Board authorized share repurchase programs (which
repurchases included exhausting the remaining availability under a Board authorized repurchase
program that was in existence prior to 2011). At September 30, 2014, the August 2011 Board authorized
repurchase plan was completed and $38,860 remains under Griffon’s May 2014 Board authorized
program.

In addition to the repurchases under Board authorized programs, during 2014, 466,131 shares, with a
market value of $5,887, or $12.63 per share, were withheld to settle employee taxes due upon the
vesting of restricted stock.

On December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS
Direct, L.L.C. (“GS Direct”), an affiliate of The Goldman Sachs Group, Inc. The repurchase was
effected in a private transaction at a per share price of $11.25, an approximate 9.2% discount to the
stock’s closing price on November 12, 2013, the day before announcement of the transaction. The
transaction was exclusive of the CompanyC¸ s August 2011, $50,000 authorized share repurchase
program. After closing the transaction, GS Direct continued to hold approximately 5.56 million shares
(approximately 10% of the shares outstanding at such time) of Griffon’s common stock. Subject to
certain exceptions, if GS Direct intends to sell its remaining shares of Griffon common stock at any
time prior to December 31, 2015, it will first negotiate in good faith to sell such shares to the Company.

During 2014, Griffon’s Board of Directors authorized the ESOP to purchase up to $20,000 of Griffon’s
outstanding common stock, depending upon market conditions, in open market or privately negotiated
transactions, including pursuant to a 10b5-1 plan. During 2014, the ESOP purchased 1,591,117 shares of
common stock, for a total of $20,000 or $12.57 per share.

In connection with the Northcote acquisition, Griffon entered into certain retention arrangements with
Northcote management. Under these arrangements, on January 10, 2014, Griffon issued 44,476 shares
of common stock to Northcote management for an aggregate purchase price of $584 or $13.13 per
share, and for each share of common stock purchased, Northcote management received one restricted
stock unit (included in the detail in the prior paragraph), that vests in three equal installments over
three years, subject to the attainment of specified performance criteria.

90

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

NOTE 14—COMMITMENTS AND CONTINGENT LIABILITIES

Operating leases

Griffon rents real property and equipment under operating leases expiring at various dates. Most of the
real property leases have escalation clauses related to increases in real property taxes. Rent expense for
all operating leases totaled approximately $27,784, $22,265 and $30,598 in 2014, 2013 and 2012,
respectively. Aggregate future minimum lease payments for operating leases at September 30, 2014 are
$25,609 in 2015, $21,208 in 2016, $15,811 in 2017, $13,378 in 2018, $10,955 in 2019 and $10,435
thereafter.

Legal and environmental

Department of Environmental Conservation of New York State (“DEC”), with ISC Properties, Inc.
Lightron Corporation (“Lightron”), a wholly-owned subsidiary of Griffon, once conducted operations at
a location in Peekskill in the Town of Cortlandt, New York (the “Peekskill Site”) owned by ISC
Properties, Inc. (“ISC”), a wholly-owned subsidiary of Griffon. ISC sold the Peekskill Site in November
1982.

Subsequently, Griffon was advised by the DEC that random sampling at the Peekskill Site and in a
creek near the Peekskill Site indicated concentrations of solvents and other chemicals common to
Lightron’s prior plating operations. ISC then entered into a consent order with the DEC in 1996 (the
“Consent Order”) to perform a remedial investigation and prepare a feasibility study. After completing
the initial remedial investigation pursuant to the Consent Order, ISC was required by the DEC, and did
conduct accordingly over the next several years, supplemental remedial investigations, including soil
vapor investigations, under the Consent Order.

In April 2009, the DEC advised ISC’s representatives that both the DEC and the New York State
Department of Health had reviewed and accepted an August 2007 Remedial Investigation Report and
an Additional Data Collection Summary Report dated January 30, 2009. With the acceptance of these
reports, ISC completed the remedial
investigation required under the Consent Order and was
authorized, accordingly, by the DEC to conduct the Feasibility Study required by the Consent Order.
Pursuant to the requirements of the Consent Order and its obligations thereunder, ISC, without
acknowledging any responsibility to perform any remediation at the Site, submitted to the DEC in
August 2009, a draft feasibility study which recommended for the soil, groundwater and sediment
in the aggregate, of
medias, remediation alternatives having a current net capital cost value,
approximately $5,000. In February 2011, DEC advised ISC it has accepted and approved the feasibility
study. Accordingly, ISC has no further obligations under the consent order.

Upon acceptance of the feasibility study, DEC issued a Proposed Remedial Action Plan (“PRAP”) that
sets forth the proposed remedy for the site. The PRAP accepted the recommendation contained in the
feasibility study for remediation of
the soil and groundwater medias, but selected a different
remediation alternative for the sediment medium. The approximate cost and the current net capital cost
value of the remedy proposed by DEC in the PRAP is approximately $10,000. After receiving public
comments on the PRAP, the DEC issued a Record of Decision (“ROD”) that set forth the specific
remedies selected and responded to public comments. The remedies selected by the DEC in the ROD
are the same remedies as those set forth in the PRAP.

It is now expected that DEC will enter into negotiations with potentially responsible parties to request
they undertake performance of the remedies selected in the ROD, and if such parties do not agree to
implement such remedies, then the State may use State Superfund money to remediate the Peekskill

91

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

site and seek recovery of costs from such parties. Griffon does not acknowledge any responsibility to
perform any remediation at the Peekskill Site.

Improper Advertisement Claim involving Union Tools® Products. Since December 2004, a customer of
AMES has been named in various litigation matters relating to certain Union Tools products. The
plaintiffs in those litigation matters have asserted causes of action against the customer of AMES for
that advertisements led the
improper advertisement
consumers to believe that Union Tools’ hand tools were wholly manufactured within boundaries of the
United States. The complaints assert various causes of action against the customer of AMES under
federal and state law, including common law fraud. At some point, likely once the litigation against the
customer of AMES ends, the customer may seek indemnity (including recovery of its legal fees and
costs) against AMES for an unspecified amount. Presently, AMES cannot estimate the amount of loss,
if any, if the customer were to seek legal recourse against AMES.

to end consumers. The allegations suggest

Department of Environmental Conservation of New York State, regarding Frankfort, NY site. During
fiscal 2009, an underground fuel tank with surrounding soil contamination was discovered at the
Frankfort, N.Y. site, which is the result of historical facility operations prior to AMES’ ownership.
While AMES was actively working with the DEC and the New York State Department of Health to
define remediation requirements relative to the underground fuel tank, the DEC took the position that
AMES was responsible to remediate other types of contamination on the site. After negotiations with
the DEC, on August 15, 2011, AMES executed an Order on Consent with the DEC. The Order is
without admission or finding of liability or acknowledgment that there has been a release of hazardous
substances at the site. Importantly, the Order does not waive any rights that AMES has under a 1991
Consent Judgment entered into between the DEC and a predecessor of AMES relating to the site. The
Order requires that AMES identify areas of concern at the site, and formulate a strategy to investigate
and remedy both on and off site conditions in compliance with applicable environmental law. At the
conclusion of the remedy phase of the remediation to the satisfaction of the DEC, the DEC will issue a
Certificate of Completion. On August 1, 2012, a fire occurred during the course of demolition of certain
structures at the Frankfort, NY site, requiring cleanup and additional remediation under the oversight
of the DEC, which work has been substantially completed. AMES has performed significant additional
investigative and remedial activities in the last few years under work plans approved by the DEC and
has submitted a remedial investigative report to the DEC, which the DEC accepted in draft form.
AMES recently submitted an addendum to the remedial investigation report to the DEC. The DEC has
not yet provided comments, which are expected shortly. Following DEC approval of the investigation
report, AMES will submit a Final Remedial Investigation Report.

U.S. Government investigations and claims

Defense contracts and subcontracts, including Griffon’s contracts and subcontracts, are subject to audit
and review by various agencies and instrumentalities of the United States government, including among
others, the Defense Contract Audit Agency (“DCAA”), the Defense Criminal Investigative Service
(“DCIS”), and the Department of Justice (“DOJ”) which has responsibility for asserting claims on
behalf of the U.S. government. In addition to ongoing audits, pursuant to an administrative subpoena
Griffon is currently providing information to the U.S. Department of Defense Office of the Inspector
General and the DOJ. No claim has been asserted against Griffon in connection with this matter, and
Griffon is unaware of any material financial exposure in connection with the inquiry.

In general, departments and agencies of the U.S. Government have the authority to investigate various
transactions and operations of Griffon, and the results of such investigations may lead to administrative,
civil or criminal proceedings, the ultimate outcome of which could be fines, penalties, repayments or
compensatory or treble damages. U.S. Government regulations provide that certain findings against a

92

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

contractor may lead to suspension or debarment from future U.S. Government contracts or the loss of
export privileges for a company or an operating division or subdivision. Suspension or debarment could
have material adverse effect on Telephonics because of its reliance on government contracts.

General legal

Griffon is subject to various laws and regulations relating to the protection of the environment and is a
party to legal proceedings arising in the ordinary course of business. Management believes, based on
facts presently known to it, that the resolution of the matters above and such other matters will not
have a material adverse effect on Griffon’s consolidated financial position, results of operations or cash
flows.

NOTE 15—EARNINGS (LOSS) PER SHARE

Basic and diluted EPS for the years ended September 30, 2014, 2013 and 2012 were determined using
the following information (in thousands):

2014

2013

2012

Weighted average shares outstanding—basic. . . . . . . . . . . . . .
Incremental shares from stock based compensation. . . . . . .
Weighted average shares outstanding—diluted. . . . . . . . . . . .

49,367

54,428
— 2,135
56,563

49,367

55,914
1,415
57,329

Anti-dilutive options excluded from diluted EPS

computation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

582

Anti-dilutive restricted stock excluded from diluted EPS

computation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,642

714

—

930

—

Griffon has the intent and ability to settle the principal amount of the 2017 Notes in cash, and
accordingly, the potential issuance of shares related to the principal amount of the 2017 Notes does not
affect diluted shares. Shares of the ESOP which have been allocated to employee accounts are treated
as outstanding in determining earnings per share.

NOTE 16—RELATED PARTIES

Goldman, Sachs & Co. acted as a co-manager and as an initial purchaser in connection with the Senior
Notes offering and received a fee of $825.

On December 10, 2013, Griffon repurchased 4,444,444 shares of its common stock for $50,000 from GS
Direct. The repurchase was effected in a private transaction at a per share price of $11.25, an
approximate 9.2% discount to the stock’s closing price on November 12, 2013, the day before
the transaction. After closing the transaction, GS Direct continued to hold
announcement of
approximately 5.56 million shares (approximately 10% of the shares outstanding at such time) of
Griffon’s common stock. Subject to certain exceptions, if GS Direct intends to sell its remaining shares
of Griffon common stock at any time prior to December 31, 2015, it will first negotiate in good faith to
sell such shares to the Company.

93

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

NOTE 17—QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Quarterly results of operations for the years ended September 30, 2014 and 2013 were as follows:

Revenue

Gross Profit

Net Income
(loss)

Per Share
—Basic

Per Share
—Diluted

Quarter ended

2014
December 31, 2012. . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2014 . . . . . . . . . . . . . . . . . . . . . . . .

$ 453,458
507,687
505,039
525,627
$1,991,811

$105,503
109,987
118,307
125,602
$459,399

2013
December 31, 2011. . . . . . . . . . . . . . . . . . . . . . . . .
March 31, 2012. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
June 30, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
September 30, 2013 . . . . . . . . . . . . . . . . . . . . . . . .

$ 423,749
488,743
509,826
449,009

$ 97,670
105,497
108,311
106,107

$ 3,236
(25,825)
14,464
7,948
(177)

$

$

558
(819)
3,603
425

$ 0.06
(0.53)
0.30
0.16
$ 0.00

$ 0.01
(0.02)
0.07
0.01

$ 0.07

$ 0.06
(0.53)
0.29
0.16
$ 0.00

$ 0.01
(0.02)
0.06
0.01

$ 0.07

$1,871,327

$417,585

$ 3,767

Notes to Quarterly Financial Information (unaudited):

• Earnings (loss) per share are computed independently for each quarter and year presented; as

such the sum of the quarters may not be equal to the full year amounts.

• 2014 Net loss, and the related per share earnings, included, net of tax, restructuring and other
related charges of $522, $429, $222 and $2,631 for the first, second, third and fourth quarters,
respectively, and $3,804 for the year; and acquisition related costs of $495, $992 and $473 for the
first, third and fourth quarters, respectively, and $1,960 for the year; and a loss on debt
extinguishment of $24,964, net of tax for the second quarter and for the year.

• 2013 Net income, and the related per share earnings, included, net of tax, restructuring and other
related charges of $721, $5,788, $994 and $763 for the first, second, third and fourth quarters,
respectively, and $8,266 for the year; and loss on pension settlement of $1,392 for the first
quarter and for the year.

NOTE 18—REPORTABLE SEGMENTS

Griffon’s reportable segments are as follows:

• HBP is a leading manufacturer and marketer of residential, commercial and industrial garage
doors to professional installing dealers and major home center retail chains, as well as a global
provider of non-powered landscaping products that make work easier for homeowners and
professionals.

• Telephonics develops, designs and manufactures high-technology integrated information,
communication and sensor system solutions to military and commercial markets worldwide.

• Plastics is an international leader in the development and production of embossed, laminated and
printed specialty plastic films used in a variety of hygienic, health-care and industrial
applications.

94

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

Griffon evaluates performance and allocates resources based on operating results before interest
income or expense, income taxes and certain nonrecurring items of income or expense.

Information on Griffon’s reportable segments is as follows:

For the Years Ended September 30,
2014
2012
2013

Revenue

Home & Building Products:

AMES. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
CBP . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Home & Building Products . . . . . . . . . . . . . .
Telephonics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plastics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total consolidated net sales . . . . . . . . . . . . . . . . . .

$ 503,687
475,756

979,443
419,005
593,363
$1,991,811

$ 419,549
435,416

854,965
453,351
563,011
$1,871,327

$ 433,866
422,674

856,540
441,503
563,102
$1,861,145

For the Years Ended September 30,
2013

2014

2012

Income (Loss) Before Taxes
Segment operating profit:

Home & Building Products. . . . . . . . . . . . . . . . . . . .
Telephonics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plastics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total segment operating profit . . . . . . . . . . . . . . . . . . . . .
Net interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unallocated amounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from debt extinguishment . . . . . . . . . . . . . . . . . . . .
Loss on pension settlement . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before taxes from continuing

operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 40,538
45,293
28,881
114,712
(48,144)
(33,394)
(38,890)
—

$ 26,130
55,076
16,589
97,795
(52,167)
(29,153)
—
(2,142)

$ 37,082
49,232
13,688
100,002
(51,715)
(26,346)
—
—

$ (5,716) $ 14,333

$ 21,941

Griffon evaluates performance and allocates resources based on each segments’ operating results before
interest income and expense, income taxes, depreciation and amortization, unallocated amounts (mainly
corporate overhead), restructuring charges, acquisition-related expenses including the impact of the fair
value of inventory acquired as part of a business combination, and gains (losses) from pension
settlement and debt extinguishment, as applicable (“Segment adjusted EBITDA”, a non-GAAP
measure). Griffon believes this information is useful to investors for the same reason.

95

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

The following table provides a reconciliation of Segment adjusted EBITDA to Income (loss) before
taxes and discontinued operations:

For the Years Ended September 30,
2013

2014

2012

Segment adjusted EBITDA:

Home & Building Products . . . . . . . . . . . . . . . . . . .
Telephonics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plastics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Segment adjusted EBITDA . . . . . . . . . . . . . . . . .
Net interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Segment depreciation and amortization . . . . . . . . . . . .
Unallocated amounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss from debt extinguishment . . . . . . . . . . . . . . . . . . . .
Restructuring charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Acquisition costs. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on pension settlement . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) before taxes from continuing

operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 77,171
57,525
56,291
190,987
(48,144)
(66,978)
(33,394)
(38,890)
(6,136)
(3,161)
—

$ 70,064
63,199
48,100
181,363
(52,167)
(70,306)
(29,153)
—
(13,262)
—
(2,142)

$ 70,467
60,565
40,000
171,032
(51,715)
(65,864)
(26,346)
—
(4,689)
(477)
—

$ (5,716) $ 14,333

$ 21,941

For the Years Ended September 30,
2013

2014

2012

Depreciation and Amortization
Segment:

Home & Building Products. . . . . . . . . . . . . . . . . . .
Telephonics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plastics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total segment depreciation and amortization . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total consolidated depreciation and amortization .

31,580
7,988
27,410

66,978
418
67,396

Capital Expenditures
Segment:

Home & Building Products. . . . . . . . . . . . . . . . . . .
Telephonics. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Plastics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total segment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total consolidated capital expenditures . . . . . . . . . . .

$33,779
20,963
21,032
75,774
1,320

$77,094

$36,195
7,373
26,738

70,306
442
$70,748

$30,695
11,112
22,509
64,316
125

$64,441

$32,034
7,518
26,312

65,864
400
$66,264

$24,648
11,979
32,069
68,696
155

$68,851

96

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

At September 30,
2014

At September 30,
2013

At September 30,
2012

Assets
Segment assets:

Home & Building Products. .
Telephonics. . . . . . . . . . . . . . . . . .
Plastics . . . . . . . . . . . . . . . . . . . . . .
Total segment assets . . . . . . . . . . . . .
Corporate . . . . . . . . . . . . . . . . . . . . . . . .

Total continuing assets . . . . . . . . . . .
Assets of discontinued operations

$1,030,005
319,327
389,464
1,738,796
77,814

1,816,610
3,751

$ 897,215
296,919
422,730
1,616,864
156,455

1,773,319
4,289

$ 940,495
255,420
430,395
1,626,310
173,088

1,799,398
3,523

Consolidated total. . . . . . . . . . . . . . . .

$1,820,361

$1,777,608

$1,802,921

Segment information by geographic region was as follows:

For the Years Ended September 30,
2014
2012
2013

Revenue by Geographic Area—Destination

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Europe. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
South America . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other countries . . . . . . . . . . . . . . . . . . . . . . .
Consolidated revenue. . . . . . . . . . . . . . . . . . . . . . . . .

$1,386,575
254,460
134,637
105,691
110,448
$1,991,811

$1,319,740
255,733
114,984
103,840
77,030
$1,871,327

$1,317,911
255,323
120,457
93,243
74,211
$1,861,145

For the Years Ended September 30,
2013

2014

2012

Long-lived Assets by Geographic Area

United States . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Germany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Canada. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All other countries . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$439,737
74,457
42,374
47,620

$421,604
82,314
46,792
24,274

$422,647
84,480
50,894
29,331

Consolidated property, plant and equipment, net . .

$604,188

$574,984

$587,352

As a percentage of consolidated revenue, HBP sales to Home Depot approximated 12% in 2014, 11%
in 2013 and 12% in 2012; Plastics sales to P&G approximated 14% in both 2014 and 2013, and 13% in
2012; and Telephonics’ aggregate sales to the United States Government and its agencies approximated
15% in 2014 and 19% in both 2013 and 2012.

NOTE 19—OTHER INCOME (EXPENSE)

Other income (expense) included $220, ($166) and $(1,414) for the years ended September 30, 2014,
2013 and 2012, respectively, of currency exchange gains (losses) in connection with the translation of
receivables and payables denominated in currencies other than the functional currencies of Griffon and
its subsidiaries, as well as $110, $565 and $12, respectively, of investment income (loss).

97

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

NOTE 20—OTHER COMPREHENSIVE INCOME (LOSS)

The amounts recognized in other comprehensive income (loss) were as follows:

2014

Years Ended September 30,
2013

2012

Pre-tax

Tax

Net of
tax

Pre-tax

Tax

Net of
tax

Pre-tax

Tax

Net of
tax

Foreign currency
translation
adjustments. . . . . . . . . $(23,933) $ — $(23,933) $ (3,090) $

— $ (3,090) $ (6,754) $ — $ (6,754)

Pension and other
defined benefit
plans . . . . . . . . . . . . . . .
Cash flow hedge . . . . . .
Available-for-sale

securities . . . . . . . . . . .

(6,061) 2,147
(134)

386

(3,914) 32,431
—

252

(13,121) 19,310
—

—

(7,817) 2,736
—

—

(5,081)
—

1,370

(500)

870

—

—

—

—

—

—

Total other

comprehensive
income (loss) . . . . . . . $(28,238) $1,513 $(26,725) $29,341 $(13,121) $16,220 $(14,571) $2,736 $(11,835)

The components of Accumulated other comprehensive loss are as follows:

Foreign currency translation adjustments . . . . . . . . . . . . . . . . . . . . . .
Pension and other defined benefit plans . . . . . . . . . . . . . . . . . . . . . . .
Cash flow hedge. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Available-for-sale securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

At September 30,
2014
2013

$ (3,820) $ 20,113
(23,452)
—
—

(27,366)
252
870

$(30,064) $ (3,339)

Total comprehensive income (loss) were as follows:

For the Years Ended September 30,
2013

2014

2012

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of taxes . . . .

$
(26,725)

(177) $ 3,767
16,220

$ 17,011
(11,835)

Comprehensive income (loss). . . . . . . . . . . . . . . . . . . . . . . .

$(26,902) $19,987

$ 5,176

Amounts reclassified from accumulated other comprehensive income (loss) to income (loss) were as
follows:

For the Years Ended September 30,
2013

2014

2012

Pension amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pension settlement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total before tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,934
—
1,934
(677)

$ 3,103
2,142
5,245
(1,540)

$ 3,049
—
3,049
(1,067)

Net of tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$1,257

$ 3,705

$ 1,982

98

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

NOTE 21—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., AMES 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 September 30, 2014 and 2013, and for the
years ended September 30, 2014, 2013 and 2012. The financial information may not necessarily be
indicative of results of operations or financial position had the guarantor companies or non-guarantor
companies 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.

99

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

CONDENSED CONSOLIDATING BALANCE SHEETS
At September 30, 2014

CURRENT ASSETS

Cash and equivalents . . . . . . . . . . .
Accounts receivable, net of

allowances. . . . . . . . . . . . . . . . . . . .

Contract costs and recognized
income not yet billed, net of
progress payments. . . . . . . . . . . .
Inventories, net . . . . . . . . . . . . . . . . .
Prepaid and other current

assets. . . . . . . . . . . . . . . . . . . . . . . . .

Assets of discontinued

operations . . . . . . . . . . . . . . . . . . . .
Total Current Assets. . . . . . .

PROPERTY, PLANT AND

EQUIPMENT, net . . . . . . . . . . . . . . .
GOODWILL . . . . . . . . . . . . . . . . . . . . . . .
INTANGIBLE ASSETS, net . . . . . . .
INTERCOMPANY RECEIVABLE
EQUITY INVESTMENTS IN

SUBSIDIARIES . . . . . . . . . . . . . . . . . .
OTHER ASSETS. . . . . . . . . . . . . . . . . . .
ASSETS OF DISCONTINUED

OPERATIONS . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . .

CURRENT LIABILITIES

Notes payable and current

Parent
Company

Guarantor
Companies

Non-
Guarantor
Companies

Elimination

Consolidation

$

6,813

$

31,522

$

54,070

$

— $

92,405

—

—
—

213,922

77,218

(32,704)

258,436

109,804
219,326

126
70,537

—
272

109,930
290,135

4,366

26,319

17,101

14,783

62,569

—
11,179

1,327
—
—
540,080

780,600
41,680

—
600,893

270,519
284,875
156,772
892,433

1,624
220,676

98,643
86,971
76,851
213,733

—
(17,649)

76
—
—
(1,646,246)

662,403
53,896

1,782,406
6,739

(3,225,409)
(75,213)

1,624
815,099

370,565
371,846
233,623
—

—
27,102

—
$1,374,866

—
$2,921,791

2,126
$2,488,145

—
$(4,964,441)

2,126
$1,820,361

portion of long-term debt . . . .

$

2,202

$

1,144

$

4,540

$

— $

7,886

Accounts payable and accrued

liabilities . . . . . . . . . . . . . . . . . . . . .

Liabilities of discontinued

operations . . . . . . . . . . . . . . . . . . . .
Total Current Liabilities . . .

LONG-TERM DEBT, net of debt

discounts. . . . . . . . . . . . . . . . . . . . . . . . . .
INTERCOMPANY PAYABLES . . .
OTHER LIABILITIES . . . . . . . . . . . . .
LIABILITIES OF

DISCONTINUED
OPERATIONS . . . . . . . . . . . . . . . . . . .

25,703

227,419

87,684

(20,811)

319,995

—
27,905

752,160
21,573
41,201

—
228,563

7,806
815,094
151,674

3,282
95,506

45,135
762,192
26,949

—
(20,811)

—
(1,598,859)
(71,584)

3,282
331,163

805,101
—
148,240

—

—

3,830

—

3,830

Total Liabilities. . . . . . . . . . . . . . . . .
SHAREHOLDERS’ EQUITY. . . . . .

842,839
532,027

1,203,137
1,718,654

933,612
1,554,533

(1,691,254)
(3,273,187)

1,288,334
532,027

Total Liabilities and

Shareholders’ Equity . . . . . . . . .

$1,374,866

$2,921,791

$2,488,145

$(4,964,441)

$1,820,361

100

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

CONDENSED CONSOLIDATING BALANCE SHEETS
At September 30, 2013

CURRENT ASSETS

Cash and equivalents . . . . . . . . . . .
Accounts receivable, net of

allowances. . . . . . . . . . . . . . . . . . . .

Contract costs and recognized
income not yet billed, net of
progress payments. . . . . . . . . . . .
Inventories, net . . . . . . . . . . . . . . . . .
Prepaid and other current

assets. . . . . . . . . . . . . . . . . . . . . . . . .

Assets of discontinued

operations . . . . . . . . . . . . . . . . . . . .
Total Current Assets. . . . . . .

PROPERTY, PLANT AND

EQUIPMENT, net . . . . . . . . . . . . . . .
GOODWILL . . . . . . . . . . . . . . . . . . . . . . .
INTANGIBLE ASSETS, net . . . . . . .
INTERCOMPANY RECEIVABLE
EQUITY INVESTMENTS IN

SUBSIDIARIES . . . . . . . . . . . . . . . . . .
OTHER ASSETS. . . . . . . . . . . . . . . . . . .
ASSETS OF DISCONTINUED

OPERATIONS . . . . . . . . . . . . . . . . . . .
Total Assets . . . . . . . . . . . . . . . . . . . .

CURRENT LIABILITIES

Notes payable and current

Parent
Company

Guarantor
Companies

Non-
Guarantor
Companies

Elimination

Consolidation

$

68,994

$

25,343

$

83,793

$

— $ 178,130

—

—
—

213,506

76,241

(33,532)

256,215

109,683
173,406

145
56,723

—
(9)

109,828
230,120

(712)

13,954

17,330

10,431

41,003

—
68,282

972
—
—
547,903

772,374
45,968

—
535,892

248,973
284,875
160,349
911,632

1,214
235,446

103,648
69,584
61,042
573,269

—
(23,110)

—
—
—
(2,032,804)

533,742
50,423

2,718,956
7,423

(4,025,072)
(75,234)

1,214
816,510

353,593
354,459
221,391
—

—
28,580

—
$1,435,499

—
$2,725,886

3,075
$3,772,443

—
$(6,156,220)

3,075
$1,777,608

portion of long-term debt . . . .

$

1,000

$

1,079

$

8,689

$

— $

10,768

Accounts payable and accrued

liabilities . . . . . . . . . . . . . . . . . . . . .

Liabilities of discontinued

operations . . . . . . . . . . . . . . . . . . . .
Total Current Liabilities . . .

LONG-TERM DEBT, net of debt

discounts. . . . . . . . . . . . . . . . . . . . . . . . . .
INTERCOMPANY PAYABLES . . .
OTHER LIABILITIES . . . . . . . . . . . . .
LIABILITIES OF

DISCONTINUED
OPERATIONS . . . . . . . . . . . . . . . . . . .

41,121

183,665

70,427

(24,860)

270,353

—
42,121

656,852
20,607
65,455

—
184,744

9,006
796,741
142,799

3,288
82,404

—
(24,860)

12,629
1,188,017
25,578

—
(2,005,365)
(74,328)

3,288
284,409

678,487
—
159,504

—

—

4,744

—

4,744

Total Liabilities. . . . . . . . . . . . . . . . .
SHAREHOLDERS’ EQUITY. . . . . .

785,035
650,464

1,133,290
1,592,596

1,313,372
2,459,071

(2,104,553)
(4,051,667)

1,127,144
650,464

Total Liabilities and

Shareholders’ Equity . . . . . . . . .

$1,435,499

$2,725,886

$3,772,443

$(6,156,220)

$1,777,608

101

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
For the Year Ended September 30, 2014

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of goods and services . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . .

Selling, general and administrative

expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring and other related charges. .
Total operating expenses . . . . . . . . . . . .
Income (loss) from operations . . . . . . .

Other income (expense)

Interest income (expense), net. . . . . . .
Extinguishment of debt . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . .

Income (loss) before taxes . . . . . . . . . . . . . . .
Provision (benefit) for income taxes . . . . .
Income (loss) before equity in net

income of subsidiaries . . . . . . . . . . . . . . . . .

Equity in net income (loss) of

subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations

Loss from operations of

discontinued businesses. . . . . . . . . . . .
Benefit from income taxes. . . . . . . . . . .
Loss from discontinued operations . . . . . . .

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . .

Comprehensive income (loss) . . . . . . . . . . . .

Parent
Company

Guarantor
Companies

$

— $1,526,678
— 1,156,268
370,410
—

Non-
Guarantor
Companies

$519,349
424,568
94,781

Elimination

Consolidation

$(54,216)
(48,424)
(5,792)

$1,991,811
1,532,412
459,399

24,248
—
24,248
(24,084)

(10,079)
(38,890)
111
(48,858)

(72,942)
(32,044)

281,930
4,234
286,164
84,246

(28,630)
—
7,945
(20,685)

63,561
26,480

75,551
1,902
77,453
17,328

(9,435)
—
(4,228)
(13,663)

3,665
25

(40,898)

37,081

3,640

(6,466)
—
(6,466)
674

—
—
(674)
(674)

—
—

—

40,721

$

(177) $

3,531
40,612

37,081
$ 40,721

(81,333)
$(81,333)

$

—
—
—

—
—
—

—
—
—

—
—
—

375,099
6,136
381,235
78,164

(48,144)
(38,890)
3,154
(83,880)

(5,716)
(5,539)

(177)

—
(177)

—
—
—

$

$

(177) $

40,612

$ 40,721

$(81,333)

$

(177)

372

$

28,355

$ 25,704

$(81,333)

$ (26,902)

102

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
For the Year Ended September 30, 2013

Parent
Company

Guarantor
Companies

$

— $1,459,705
— 1,107,440
352,265
—

Non-
Guarantor
Companies

$463,767
392,588
71,179

Elimination

Consolidation

$(52,145)
(46,286)
(5,859)

$1,871,327
1,453,742
417,585

340,469
13,262
353,731
63,854

(52,167)
2,646
(49,521)

14,333
7,543

6,790

—
6,790

(4,651)
1,628

(3,023)
3,767

19,987

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of goods and services . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . .

Selling, general and administrative

expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring and other related charges. .
Total operating expenses . . . . . . . . . . . .
Income (loss) from operations . . . . . . .

Other income (expense)

Interest income (expense), net. . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . .

Income (loss) before taxes . . . . . . . . . . . . . . .
Provision (benefit) for income taxes . . . . .

Income (loss) before equity in net

income of subsidiaries . . . . . . . . . . . . . . . . .

Equity in net income (loss) of

subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income (loss) from continuing operations
Loss from operations of discontinued

businesses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Benefit from income taxes . . . . . . . . . . . . . . .

24,248
—
24,248
(24,248)

(14,381)
569
(13,812)

(38,060)
(14,888)

269,654
9,236
278,890
73,375

(27,660)
9,656
(18,004)

55,371
20,603

52,819
4,026
56,845
14,334

(10,126)
(7,233)
(17,359)

(3,025)
1,781

(23,172)

34,768

(4,806)

(6,252)
—
(6,252)
393

—
(346)
(346)

47
47

—

26,939
3,767

—
—

(1,467)
33,301

34,768
29,962

(60,240)
(60,240)

—
—

(4,651)
1,628

—
—

Loss from discontinued operations . . . . . . .
Net Income (loss) . . . . . . . . . . . . . . . . . . . . . . . .

—
$ 3,767

Comprehensive income (loss) . . . . . . . . . . . .

$ 4,653

—
33,301

(3,023)
$ 26,939

—
$(60,240)

10,903

$ 64,671

$(60,240)

$

$

$

$

103

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF OPERATIONS AND
COMPREHENSIVE INCOME (LOSS)
For the Year Ended September 30, 2012

Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of goods and services . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . .

Selling, general and administrative

expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Restructuring and other related charges. .
Total operating expenses . . . . . . . . . . . .
Income (loss) from operations . . . . . . .

Other income (expense)

Interest income (expense), net. . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total other income (expense) . . .

Income (loss) before taxes . . . . . . . . . . . . . . .
Provision (benefit) for income taxes . . . . .

Income (loss) before equity in net

income of subsidiaries . . . . . . . . . . . . . . . . .

Equity in net income (loss) of

Parent
Company

Guarantor
Companies

$

— $1,414,910
— 1,060,183
354,727
—

Non-
Guarantor
Companies

$499,860
428,760
71,100

Elimination

Consolidation

$(53,625)
(46,603)
(7,022)

$1,861,145
1,442,340
418,805

18,982
—
18,982
(18,982)

(14,541)
13
(14,528)

(33,510)
(20,363)

267,677
4,674
272,351
82,376

(25,183)
9,484
(15,699)

66,677
25,366

62,564
15
62,579
8,521

(11,991)
(7,756)
(19,747)

(11,226)
(73)

(13,147)

41,311

(11,153)

(7,527)
—
(7,527)
505

—
(505)
(505)

—
—

—

341,696
4,689
346,385
72,420

(51,715)
1,236
(50,479)

21,941
4,930

17,011

—
17,011

5,176

$

$

subsidiaries . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . .

30,158
$ 17,011

Comprehensive income (loss) . . . . . . . . . . . .

$ 16,392

(11,007)
30,304

41,311
$ 30,158

(60,462)
$(60,462)

50,081

$

(835)

$(60,462)

$

$

104

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended September 30, 2014

Parent
Company

Guarantor
Companies

Non-
Guarantor
Companies

Elimination

Consolidation

CASH FLOWS FROM OPERATING

ACTIVITIES:

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . .

$

(177) $ 40,612

$ 40,721

$(81,333)

$

(177)

Net cash provided by operating

activities . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3,902)

17,168

80,035

—

93,301

CASH FLOWS FROM INVESTING

ACTIVITIES:

Acquisition of property, plant and

equipment . . . . . . . . . . . . . . . . . . . . . . . . .

Acquired business, net of cash

acquired . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany distributions . . . . . . . . . . .
Purchase of securities . . . . . . . . . . . . . . . .
Proceeds from sale of property,

plant and equipment. . . . . . . . . . . . . . .

Net cash used in investing

(700)

(64,320)

(12,074)

—
10,000
(8,402)

2,675
(10,000)
—

(64,981)
—
—

—

360

192

activities. . . . . . . . . . . . . . . . . . . . . . . . .

898

(71,285)

(76,863)

CASH FLOWS FROM FINANCING

ACTIVITIES:

Proceeds from issuance of common

stock . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Purchase of shares for treasury . . . . . .
Proceeds from issuance of long-term
debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of long-term debt . . . . . . . . .
Change in short-term borrowings . . . .
Financing costs . . . . . . . . . . . . . . . . . . . . . .
Purchase of ESOP shares . . . . . . . . . . . .
Tax effect from exercise/vesting of

equity awards, net . . . . . . . . . . . . . . . . .
Dividend. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash used in financing activities . . . . . .
CASH FLOWS FROM

DISCONTINUED OPERATIONS:
Net cash used in discontinued

operations . . . . . . . . . . . . . . . . . . . . . . . . .

Effect of exchange rate changes on cash

and equivalents . . . . . . . . . . . . . . . . . . . . . . . .

NET INCREASE (DECREASE) IN

584
(79,614)

659,568
(598,250)
—
(10,763)
(20,000)

273
(11,273)
298

(59,177)

—
—

(102)
(1,135)
—
—
—

—
5,000
56,533

60,296

—
—

32,477
(3,709)
(749)
(535)
—

—
—
(56,533)

(29,049)

—

—

—

—

(1,528)

(2,318)

CASH AND EQUIVALENTS . . . . . . . .

(62,181)

6,179

(29,723)

CASH AND EQUIVALENTS AT

BEGINNING OF PERIOD . . . . . . . . . . .

CASH AND EQUIVALENTS AT END
OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—
—
—

—

—

—
—

—
—
—
—
—

—
—
—

—

—

—

—

—

(77,094)

(62,306)
—
(8,402)

552

(147,250)

584
(79,614)

691,943
(603,094)
(749)
(11,298)
(20,000)

273
(6,273)
298

(27,930)

(1,528)

(2,318)

(85,725)

178,130

68,994

25,343

83,793

$

6,813

$ 31,522

$ 54,070

$

— $ 92,405

105

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended September 30, 2013

Parent
Company

Guarantor
Companies

Non-
Guarantor
Companies

Elimination

Consolidation

CASH FLOWS FROM OPERATING

ACTIVITIES:

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .

$

3,767

$ 33,301

$ 26,939

$(60,240)

$

3,767

Net cash provided by (used in)

operating activities . . . . . . . . . . . . . . . . .

(25,184)

83,177

27,690

—

85,683

CASH FLOWS FROM INVESTING

ACTIVITIES:

Acquisition of property, plant and

equipment . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany distributions. . . . . . . . . . . .
Proceeds from sale of property, plant
and equipment . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in)

investing activities. . . . . . . . . . . . . . . .

CASH FLOWS FROM FINANCING

ACTIVITIES:

(123)
10,000

(56,617)
(10,000)

(7,701)
—

—

1,404

169

9,877

(65,213)

(7,532)

Purchase of shares for treasury . . . . . . .
Proceeds from issuance of long-term

debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of long-term debt . . . . . . . . . .
Change in short-term borrowings . . . . .
Financing costs . . . . . . . . . . . . . . . . . . . . . . .
Tax effect from exercise/vesting of

equity awards, net . . . . . . . . . . . . . . . . . .
Dividend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(32,521)

—

—

—
(2,157)
—
(833)

150
(5,825)
394

303
(1,032)
—
—

—
—
(26,674)

—
(13,678)
2,950
—

—
—
26,674

Net cash provided by (used in)

financing activities . . . . . . . . . . . . . . .

CASH FLOWS FROM

DISCONTINUED OPERATIONS:
Net cash used in discontinued

operations . . . . . . . . . . . . . . . . . . . . . . . . . .

Effect of exchange rate changes on cash

and equivalents . . . . . . . . . . . . . . . . . . . . . . . . .

NET DECREASE IN CASH AND

(40,792)

(27,403)

15,946

—

—

—

—

(2,090)

—

EQUIVALENTS . . . . . . . . . . . . . . . . . . . . . . .

(56,099)

(9,439)

34,014

CASH AND EQUIVALENTS AT

BEGINNING OF PERIOD . . . . . . . . . . . .

125,093

34,782

49,779

CASH AND EQUIVALENTS AT END

OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 68,994

$ 25,343

$ 83,793

$

—
—

—

—

—

—
—
—
—

—
—
—

—

—

—

—

—

—

(64,441)
—

1,573

(62,868)

(32,521)

303
(16,867)
2,950
(833)

150
(5,825)
394

(52,249)

(2,090)

—

(31,524)

209,654

$178,130

106

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
For the Year Ended September 30, 2012

Parent
Company

Guarantor
Companies

Non-
Guarantor
Companies

Elimination

Consolidation

CASH FLOWS FROM OPERATING

ACTIVITIES:

Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . .

$ 17,011

$ 30,304

$ 30,158

$ (60,462)

$ 17,011

Net cash provided by (used in)

operating activities . . . . . . . . . . . . . . . .

(24,315)

93,349

21,096

—

90,130

CASH FLOWS FROM INVESTING

ACTIVITIES:

Acquisition of property, plant and

equipment . . . . . . . . . . . . . . . . . . . . . . . . .

Acquired business, net of cash

acquired . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intercompany distributions. . . . . . . . . . .
Proceeds from sale of property,

plant and equipment . . . . . . . . . . . . . .

Net cash provided by (used in)

investing activities. . . . . . . . . . . . . . .

CASH FLOWS FROM FINANCING

ACTIVITIES:

Purchase of shares for treasury . . . . . .
Proceeds from issuance of long-term
debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Payments of long-term debt . . . . . . . . .
Change in short-term borrowings . . . .
Financing costs . . . . . . . . . . . . . . . . . . . . . .
Tax effect from exercise/vesting of

equity awards, net . . . . . . . . . . . . . . . . .
Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . .
Net cash provided by (used in)

(155)

(63,388)

(5,308)

—
10,000

(22,432)
(10,000)

—

200

—
—

109

9,845

(95,620)

(5,199)

—

—
—

—

—

(68,851)

(22,432)
—

309

(90,974)

(10,382)

—

—

—

(10,382)

(23,000)
(1,625)
—
(65)

491,372
(4,351)
—
—

27,000
(12,570)
(1,859)
(32)

(491,372)
—
—
—

834
(4,743)
96

—
(219,516)
(245,616)

—
219,516
(245,752)

—
—
491,372

4,000
(18,546)
(1,859)
(97)

834
(4,743)
100

financing activities . . . . . . . . . . . . . .

(38,885)

21,889

(13,697)

—

(30,693)

CASH FLOWS FROM

DISCONTINUED OPERATIONS:
Net cash used in discontinued

operations . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash
and equivalents . . . . . . . . . . . . . . . . . . . . . . . .

NET INCREASE (DECREASE) IN

—

—

—

—

CASH AND EQUIVALENTS . . . . . . . .

(53,355)

19,618

(2,801)

963

362

CASH AND EQUIVALENTS AT

BEGINNING OF PERIOD . . . . . . . . . . .
CASH AND EQUIVALENTS AT END
OF PERIOD . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

—

—

(2,801)

963

(33,375)

243,029

178,448

15,164

49,417

$125,093

$ 34,782

$ 49,779

$

— $209,654

107

GRIFFON CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)
(US dollars and non US currencies in thousands, except per share data)

NOTE 22—SUBSEQUENT EVENTS

On November 12, 2014, Griffon declared a $0.04 per share dividend payable on December 23, 2014 to
shareholders of record as of December 3, 2014. Griffon currently intends to pay dividends each quarter;
however, payment of dividends is determined by the Board of Directors, at its discretion, based on
various factors, and no assurance can be provided as to the payment of future dividends.

*****

108

SCHEDULE II

GRIFFON CORPORATION
VALUATION AND QUALIFYING ACCOUNTS
For the Years Ended September 30, 2014, 2013 and 2012
(in thousands)

Description

Balance at
Beginning of
Year

Recorded to
Cost and
Expense

Accounts
Written Off,
net

Other

Balance at
End of Year

FOR THE YEAR ENDED SEPTEMBER 30, 2014
Allowance for Doubtful Accounts

Bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales returns and allowances . . . . . . . . . . . . . . .

$ 4,080
2,056

$ 6,136

Inventory valuation . . . . . . . . . . . . . . . . . . . . . . . .

$15,728

$

359
3,655

$ 4,014

$13,613

$

(784)
(1,985)

$ (28)
(17)

$ 3,627
3,709

$ (2,769)

$ (45)

$ 7,336

$(12,627)

$(101)

$16,613

Deferred tax valuation allowance . . . . . . . . . .

$13,421

$ (666)

$

— $ —

$12,755

FOR THE YEAR ENDED SEPTEMBER 30, 2013
Allowance for Doubtful Accounts

Bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales returns and allowances . . . . . . . . . . . . . . .

$ 4,146
1,287

$ 5,433

Inventory valuation . . . . . . . . . . . . . . . . . . . . . . . .

$18,787

Deferred tax valuation allowance . . . . . . . . . .

$10,541

FOR THE YEAR ENDED SEPTEMBER 30, 2012
Allowance for Doubtful Accounts

Bad debts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Sales returns and allowances . . . . . . . . . . . . . . .

$ 4,610
1,462

$ 6,072

Inventory valuation . . . . . . . . . . . . . . . . . . . . . . . .

$19,557

Deferred tax valuation allowance . . . . . . . . . .

$ 9,481

$ 1,813
1,860

$ 3,673

$ 5,788

$ 2,880

$ 1,469
2,018

$ 3,487

$ 3,487

$ 1,060

$ (1,888)
(1,080)

$

9
(11)

$ 4,080
2,056

$ (2,968)

$ (2)

$ 6,136

$ (8,490)

$(357)

$15,728

$

— $ —

$13,421

$ (1,744)
(2,160)

$(189)
(33)

$ 4,146
1,287

$ (3,904)

$(222)

$ 5,433

$ (3,995)

$(262)

$18,787

$

— $ —

$10,541

Note: This Schedule II is for continuing operations only.

109

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

Not applicable.

Item 9A. Controls and Procedures

Evaluation and Disclosure Controls and Procedures

Griffon’s management, with the participation of its Chief Executive Officer and Chief Financial Officer,
conducted an evaluation of the effectiveness of the design and operation of Griffon’s disclosure controls
and procedures, as defined by Exchange Act Rule 13a-15(e). Based on that evaluation, the Chief
Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered
by this report, Griffon’s disclosure controls and procedures were effective to ensure that information
required to be disclosed by Griffon in the reports that it files or submits under the Exchange Act are
recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and
forms and such information is accumulated and communicated to management as appropriate to allow
timely decisions regarding required disclosures.

Management’s Report on Internal Control over Financial Reporting

Griffon’s management is responsible for establishing and maintaining adequate internal control over
financial reporting. Griffon’s internal control over financial reporting is a process designed under the
supervision of its Chief Executive Officer and Chief Financial Officer to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of Griffon’s financial statements for
external reporting in accordance with accounting principles generally accepted in the United States of
America. Management evaluates the effectiveness of Griffon’s internal control over financial reporting
using the criteria set forth by the 1992 Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control—Integrated Framework. Management, under the supervision
and with the participation of Griffon’s Chief Executive Officer and Chief Financial Officer, assessed the
effectiveness of Griffon’s internal control over financial reporting as of September 30, 2014 and
concluded that it is effective.

Griffon’s independent registered public accounting firm, Grant Thornton LLP, has audited the
effectiveness of Griffon’s internal control over financial reporting as of September 30, 2014, and has
expressed an unqualified opinion in their report which appears in this Annual Report on Form 10-K.

Changes in Internal Controls

There were no changes in Griffon’s internal control over financial reporting identified in connection
with the evaluation referred to above that occurred during the fourth quarter of the year ended
September 30, 2014 that have materially affected, or are reasonably likely to materially affect, the
registrant’s internal control over financial reporting.

Inherent Limitations on the Effectiveness of Controls

Griffon’s internal control over financial reporting is designed to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. Griffon’s internal control over financial
reporting includes those policies and procedures that:

(i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect

the transactions and dispositions of Griffon’s assets;

110

(ii) provide reasonable assurance that
statements

transactions are recorded as necessary to permit
in accordance with generally accepted accounting
preparation of
principles, and that Griffon’s receipts and expenditures are being made only in accordance
with authorizations of Griffon’s management and directors; and

financial

(iii) provide reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of Griffon’s assets that could have a material effect on the
financial statements.

Management, including Griffon’s Chief Executive Officer and Chief Financial Officer, does not expect
that Griffon’s internal controls will prevent or detect all errors and all fraud. A control system, no
matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control system must reflect the fact
that there are resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of internal controls can
provide absolute assurance that all control issues and instances of fraud, if any, have been detected.
Also, any evaluation of the effectiveness of controls in future periods is subject to the risk that those
internal controls may become inadequate because of changes in business conditions, or that the degree
of compliance with the policies or procedures may deteriorate.

Item 9B. Other Information

None.

PART III

Item 11, Executive Compensation;

The information required by Part III: Item 10, Directors, and Executive Officers and Corporate
Governance;
Item 13, Certain Relationships and Related
Transactions and Director Independence; and Item 14, Principal Accountant Fees and Services is
included in and incorporated by reference to Griffon’s definitive proxy statement in connection with its
Annual Meeting of Stockholders scheduled to be held in January, 2015, to be filed with the Securities
and Exchange Commission within 120 days following the end of Griffon’s year ended September 30,
2014. Information relating to the executive officers of the Registrant appears under Item 1 of this
report.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters

The information regarding security ownership of certain beneficial owners and management that is
required to be included pursuant to this Item 12 is included in and incorporated by reference to
Griffon’s definitive proxy statement in connection with its Annual Meeting of Stockholders scheduled
to be held in January, 2015.

111

The following sets forth information relating to Griffon’s equity compensation plans as of September
30, 2014:

Plan Category

(a)
Number of
securities to be
issued upon
exercise of
outstanding
options, warrants
and rights

(b)
Weighted-
average
exercise
price of
outstanding
options, warrants
and rights

(c)
Number of
securities remaining
available for future
issuance under equity
plans (excluding
securities reflected
in column (a))

Equity compensation plans approved by security
holders(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Equity compensation plans not approved by

security holders(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

579,285

3,600

$20.20

$26.06

984,297

(1) Excludes restricted shares issued in connection with Griffon’s equity compensation plans. The total
reflected in Column (c) includes shares available for grant as any equity award under the Incentive
Plan.

(2) Griffon’s 1998 Employee and Director Stock Option Plan is the only equity plan which was not
approved by Griffon’s stockholders. No new grants have been made under The Employee and
Director Stock Option Plan since February 2008.

112

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Griffon has
duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the
12th day of November 2014.

GRIFFON CORPORATION

By: /s/ RONALD J. KRAMER

Ronald J. Kramer,
Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below
on November 12, 2014 by the following persons on behalf of the Registrant in the capacities indicated:

/s/ HARVEY R. BLAU

Chairman of the Board

Harvey R. Blau

/s/ RONALD J. KRAMER

Chief Executive Officer

Ronald J. Kramer

(Principal Executive Officer)

/s/ DOUGLAS J. WETMORE

Executive Vice President and Chief Financial Officer

Douglas J. Wetmore

(Principal Financial Officer)

/s/ BRIAN G. HARRIS

Vice President, Controller and Chief Accounting

Brian G. Harris

Officer (Principal Accounting Officer)

/s/ HENRY A. ALPERT

Director

Henry A. Alpert

/s/ BLAINE V. FOGG

Blaine V. Fogg

Director

/s/ BRADLEY J. GROSS

Director

Bradley J. Gross

/s/ ROBERT G. HARRISON

Director

Robert G. Harrison

/s/ DONALD J. KUTYNA

Director

Donald J. Kutyna

/s/ VICTOR EUGENE RENUART

Director

Victor Eugene Renuart

/s/ KEVIN F. SULLIVAN

Director

Kevin F. Sullivan

/s/ MARTIN S. SUSSMAN

Director

Martin S. Sussman

/s/ WILLIAM H. WALDORF

Director

William H. Waldorf

/s/ JOSEPH J. WHALEN

Director

Joseph J. Whalen

113

Exhibit 31.1

I, Ronald J. Kramer, certify that:

Certification

1. I have reviewed this annual report on Form 10-K of Griffon Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of

the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2014

/s/ RONALD J. KRAMER

Ronald J. Kramer
Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2

I, Douglas J. Wetmore, certify that:

Certification

1. I have reviewed this annual report on Form 10-K of Griffon Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or
omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating
to the registrant, including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of

the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls
and procedures, as of the end of the period covered by this report based on such evaluation;
and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting
that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal
quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent
evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal
control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

Date: November 12, 2014

/s/ DOUGLAS J. WETMORE

Douglas J. Wetmore
Chief Financial Officer
(Principal Financial Officer)

Exhibit 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of Griffon Corporation (the “Company”) for the
period ended September 30, 2014 as filed with the Securities and Exchange Commission on the date
hereof (the “Report”), Ronald J. Kramer, as Chief Executive Officer of Griffon, and Douglas J.
Wetmore, as Chief Financial Officer of Griffon, each hereby certifies, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their
knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities

Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial

condition and results of operations of Griffon.

/s/ RONALD J. KRAMER

Name: Ronald J. Kramer
Title:

Chief Executive Officer
(Principal Executive Officer)

Date: November 12, 2014

/s/ DOUGLAS J. WETMORE

Name: Douglas J. Wetmore
Title:

Chief Financial Officer
(Principal Financial Officer)

Date: November 12, 2014

A signed original of this written statement required by Section 906 has been provided to Griffon
Corporation and will be retained by Griffon Corporation and furnished to the Securities and Exchange
Commission or its staff upon request.

(This Page Intentionally Left Blank)

(This Page Intentionally Left Blank)

79429Cover_2014Griffon_v2.indd    December 12, 2014 6:29 PM

89730

C O M PA N Y   P RO F I L E 

TELEPHONICS
Telephonics designs, develops and manufactures high-technology, integrated information,
communication and sensor system solutions for use in military and commercial markets worldwide.
Website: www.telephonics.com

Clopay Plastic Products is an international

leader in the development and production of embossed

laminated and printed specialty plastic films used in a variety of hygienic, healthcare and industrial applications.
Website: www.clopayplastics.com

CLOPAY PLASTIC PRODUCTS

HOME & BUILDING PRODUCTS
The AMES Companies, Inc., established in 1774, is a global provider of non-powered landscaping products
that make work easier for homeowners and professionals.
Website: www.ames.com

Clopay Building Products is a leading manufacturer and marketer of residential, commercial and

industrial garage doors to professional

installing dealers and major home center retail chains.

Website: www.clopaydoor.com

DIRECTORS

Henry A. Alpert
President, Spartan Petroleum Corp.
(petroleum distributor/real estate)

Harvey R. Blau
Chairman of the Board

Blaine V. Fogg, Esq.
Of Counsel
Skadden, Arps, Slate,
Meagher & Flom LLP

Bradley J. Gross
Managing Director, Goldman Sachs

Rear Admiral Robert G. Harrison
USN (Ret.)

Ronald J. Kramer
Chief Executive Officer

General Donald J. Kutyna
USAF (Ret.)

General Victor Eugene Renuart
USAF (Ret.)
President, The Renuart Group, LLC
(defense consulting firm)

Kevin F. Sullivan
MidOcean Credit Partners

Martin S. Sussman, Esq.
Partner
Seltzer Sussman Habermann &
Heitner LLP

William H. Waldorf
President, Landmark Capital, LLC
(investments)

Independent Registered Public
Accountants
Grant Thornton LLP

Joseph J. Whalen
Retired Partner
Arthur Andersen LLP

OFFICERS

Ronald J. Kramer
Chief Executive Officer

Robert F. Mehmel
President and
Chief Operating Officer

Douglas J. Wetmore
Executive Vice President and
Chief Financial Officer

Seth L. Kaplan
Senior Vice President,
General Counsel and Secretary

Brian G. Harris
Vice President, Controller and
Chief Accounting Officer

Michael W. Hansen
Vice President, Corporate Strategy
and Development

Denise A. Lueders
Vice President, Taxation

Thomas D. Gibbons
Vice President and Treasurer

Stock Listing
The company’s Common Stock is listed
on the New York Stock Exchange
(NYSE) under the symbol GFF.

Registrar and Transfer Agent
American Stock Transfer &
Trust Company

Additional copies of this report will be
furnished to shareholders upon written
request to the company at:

Griffon Corporation
Attn. Secretary
712 Fifth Avenue, 18th Floor
New York, New York 10019

Website
www.griffoncorp.com

Griffon Corporation has included as
to its Annual Report on
exhibits
Form 10-K for
fiscal year 2014 filed
with the SEC certifications of Griffon’s
Chief Executive Officer
and Chief
Financial Officer certifying the quality
the company’s public disclosures.
of
Griffon’s Chief Executive Officer has also
submitted to the NYSE a certification
that he is not aware of any violations by
Griffon
corporate
the NYSE
governance listing standards.

of

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spine=0.27”

www.griffoncorp.com

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2014 Annual Report