NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1. Description of ATT Acquisition

On September 30, 2010, Griffon completed its acquisition of ATT, a global provider of non-powered landscaping products that make work easier for homeowners and professionals, from an affiliate of Castle Harlan, Inc., pursuant to a Stock Purchase Agreement, dated as of July 19, 2010. The consideration for the acquisition was $542 million in cash, on a cash and debt-free basis, subject to certain adjustments. The terms of the Stock Purchase Agreement were previously described in Griffon’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 23, 2010 (the “Original 8-K”) and such description of the Stock Purchase Agreement is incorporated herein by reference. Such description of the Stock Purchase Agreement is qualified in its entirety by reference to the full text of the Stock Purchase Agreement, which is attached as Exhibit 2.1 to the Original 8-K.

On August 9, 2010, ATT completed its acquisition of certain assets of Westmix, an Australia-based manufacturer and leading supplier of quality products for the hardware industry, for $12.7 million. The acquired assets include trade receivables, inventory, trade names and manufacturing assets and ATT’s assumption of leases to five manufacturing and distribution facilities in Australia.

2. Basis of Presentation

The unaudited pro forma condensed combined financial information was prepared using the acquisition method of accounting and was based on the historical financial statements of Griffon, ATT and Westmix. All pro forma financial statements use Griffon’s period-end date.

The unaudited pro forma condensed combined financial information was prepared under existing U.S. GAAP, which is subject to change and interpretation.

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

Accordingly, the assets acquired and liabilities assumed were recorded at their respective fair values and added to those of Griffon. Financial statements and reported results of operations of Griffon for periods following completion of the acquisitions will reflect these values, and the related depreciation and amortization thereof, but will not be retroactively restated to reflect the historical financial position or results of operations of ATT or Westmix for periods prior to the acquisition.

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

Certain immaterial reclassifications were made to the overall presentation of the ATT financial statements to conform to Griffon’s presentation.

3. Accounting Policies

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