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LETTER TO SHAREHOLDERS Griffon performed well in challenging global economic environment in 2012 We saw signs of in each of businesses with but do improvement our am pleased our performance expect us to much better as the recovery accelerates Revenue for the year increased 2% over the prior year to $1.9 billion while our segment adjusted EBITDA increased 3% to $171 million achieved Telephonics our defense technology business had an exceptional year in which it ended the with the in its record profitability and importantly year highest reported backlog history Telephonics maintained its solid technology leadership in Intelligence Surveillance and Reconnaissance Advancements in maritime surveillance radar such as the introduction of Active Electronically Scanned Arrays will contribute significantly to maintaining our industry leadership position In the Identification Friend or Foe 1FF area Telephonics has the distinction of being the first and currently only provider of an All-Mode 1FF Interrogator that is fully certified by the U.S Government AIMES organization This will soon be Federal Aviation Administration requirement for both civil and military aircraft to be allowed to fly Telephonics is also the first U.S company to be certified by the Civil Aviation Authority of China to be supplier of Air Traffic Control systems Telephonics future remains bright in an uncertain budgetary environment The which exhibit of and housing industry continues to early signs recovery helped Home Buildings Products HBP results In particular our Clopay Building Products CBP business broad delivered profit growth while strengthening its leadership position CBPs range of and doors has been well attractively designed premium garage entry accepted by remodeling consumers We also flawlessly executed major capital expenditure project on time and below budget while simultaneously improving our excellent customer service performance CBP is well positioned to perform at higher levels as the housing industry improves HBPs other business unit Ames True Temper ATT is North Americas largest manufacturer of non-powered lawn and garden tools and the worlds largest manufacturer of snow shovels in business is to weather related but any given year ATTs subject variability over longer period these variations will even themselves out and we expect ATT to be positive The winter the record for snowfall in long term contributor to our company past was worst on many areas of North America The absence of snow tool replenishment orders combined with swollen customer inventories had significant negative impact on sales operations and financial results However ATT expanded its product placements for 2013 through successful partnering with and Last Southern Patio has key customers improved marketing programs years acquisition been As integrated and solidifies our leadership position in the planter category result ATT will perform better with normal weather conditions and maintain its strong relationships with North Americas top lawn and garden retailers from Clopay Plastics delivered improved results this year new business associated with our expansion Revenue increased 5% over the prior year 10% excluding foreign exchange impacts and segment adjusted EBITDA grew by 6% We enhanced our industry leadership position by both deepening our penetration with existing customers and aligning with new ones around the in and with the globe We appointed new leadership team January am pleased steady progress they are making The business demonstrated significant quarter-over-quarter improvements throughout the year significant portion of Clopay Plastics business is international and the performance of that business is heartening in light of some of the turbulent economic environments in which it operates am confident that with heightened focus on lowering our overall cost structure together with continued improvement in operating efficiencies we will return to higher profitability levels We continue to focus on the strength of our balance sheet while expanding and improving our delivered cash flow and ended the with $210 million of operations We strong operating year cash During the year we bought back approximately 1.2 million shares of common stock for $10.4 millionwhile share in dividends in increased dividend paying $0.08 per November we our by 25% to an annualized $0.10 per share We continue to have ample liquidity to provide the foundation for ftiture growth through acquisitions While our appetite for value enhancing acquisitions remains strong continued uncertainty about the ftiture of the global economy remains reality Over the past two years we have invested significantly in people plant and equipment to strengthen and diversifr our companies This disciplined effort has delivered increased revenues and profitability while maintaining strong balance sheet As the economy recovers our businesses well for end this for Griffons future are positioned growth We year optimistic Yours sincerely Ronald Kramer Chief Executive Officer UNITED STATES SECURITIES AND EXCHANGE COMf1j4N WASHINGTON D.C 20549 Ma proc O1 _______________ czp FORM 10-K DEC 19 ZO1Z ANNUAL REPORT PURSUANT TO SECTION 13 OR 15d OF THE SECURITIES EXCHANGE ACT OF 1934 DC For the year ended September 30 2012 9nflgtOfl or 405 Li TRANSITION REPORT PURSUANT TO SECTION 13 or 15d OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File No 1-06620 GRIFFON CORPORATION Exact name of registrant as specified in its charter Delaware 11-1893410 State or other jurisdiction of incorporation or organization I.R.S Employer Identification No 712 Fifth Avenue 18th Floor New York New York 10019 Address of Principal Executive Offices Zip Code Registrants telephone number including area code 212 957-5000 Securities registered pursuant to Section 12b of the Act Name of each exchange Title of each class on which registered Common Stock $0.25 par value New York Stock Exchange Securities registered pursuant to Section 12g of the Act None Indicate by check mark if the registrant is well-known seasoned issuer as defined in Rule 405 of the Securities Act Yes LI No Ei 13 Section of the Indicate by check mark if the registrant is not required to file reports pursuant to Section or 15d Act Yes Li No EJ Indicate by check mark whether the registrant has filed all reports required to be filed by Section 13 or 15d 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 has been subject to such filing requirements for the past 90 days Yes L1 No Li 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 E1 No Li 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 registrants 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 EJ Indicate by check mark whether the registrant is large accelerated filer an accelerated filer non-accelerated filer or 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 Li Accelerated filer Non-accelerated filer Li Smaller reporting company Li Do not check if smaller reporting company Indicate shell defined in Rule of the Yes by check mark whether the registrant is company as 12b-2 Act Li No 1I 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 2012 the registrants most recently completed second quarter was approximately $494000000 The registrants closing price as reported by the New York Stock Exchange-Composite Transactions for March 31 2012 was $10.70 The number of the registrants outstanding shares was 60793342 as of October 31 2012 DOCUMENTS INCORPORATED BY REFERENCE Part IIIItems 10 11 12 13 and 14 Registrants definitive proxy statement to be filed pursuant to Regulation 14A of the Securities Exchange Act of 1934 Special Notes Regarding Forward-Looking Statements This Annual Report on Form 10-K especially Managements 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 earnings cash flows revenue changes in operations operating improvements industries in which Griffon Corporation the Company or 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

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