Letter to Shareholders

Griffon Corporation achieved new records in sales, earnings and earnings per share in fiscal 2004, eclipsing past performance through customer responsiveness and superior technology. Consolidated net sales reached a new high of $1.4 billion, net income rose to $54 million and fully diluted earnings per share climbed to $1.71 from $1.28 last year. Strong operating performance resulted in all-time highs in sales and earnings for each of the company’s business units, contributing to the robust upsurge in Griffon’s financial results.

Clopay Building Products, the company’s garage door operation, continued its strong momentum, finishing the year with healthy sales and earnings growth. This unit’s focus on industry-leading customer service and productivity combined with its keen market instinct for product innovations were the major factors that contributed to its performance in 2004. Sales grew more than eleven percent, and the unit’s earnings substantially exceeded last year due to the revenue growth and operational efficiencies achieved despite substantial increases in steel prices.

Clopay Building Products’ core strategy of facilitating the success of our dealer and retail customers is driving favorable performance throughout the unit. Operational improvements reduced the time required to process customer orders and increased productivity, resulting in nearly one hundred percent on-time and complete delivery of orders.

Clopay secured its position as the industry innovator again in 2004 by introducing several exciting new products targeting design-conscious consumers. Two key trends in home construction and remodeling are driving architects, builders and homeowners to put more thought into the look of the garage door. First and foremost is size. Today’s larger automobiles and the increasing number of automobiles owned by families require garages that take more space on the home facade than ever before. Next is the growing desire for the “new old house.” Homeowners want the best of both worlds: a new home with all the modern amenities built to replicate the look and feel of a classic American housing style. To achieve that authentic look, they are specifying affordable products that deliver high style and low maintenance, and Clopay doors answer the call.

This past year saw the introduction of the Coachman™ Collection, a steel Carriage House style garage door that gives homeowners and builders a new, virtually maintenance-free alternative to the increasingly popular look of wood garage doors. Also, in 2004 the unit added the Full View Architectural Collection to its product offering. This new residential door series combines contemporary aluminum and glass in a sleek modern design.

Clopay’s relentless quest to provide consumers with greater value and convenience also resulted in a supplier partnership with 3M to help launch a new window category to the industry, and the introduction of a line of garage door operators at retail provides consumers with easy one-stop shopping.

We have also deployed an advanced interactive website and a national advertising and public relations campaign to further influence and assist the consumer in purchase decisions. Over the past year, Clopay doors have been spotlighted in the pages of top trade magazines as well as on several popular home improvement television shows on major networks. These programs are powerful marketing tools and have enabled Clopay Building Products to win in the marketplace on a daily basis.

The appreciation of our customers is evident in their expanding purchases and recognition. The Home Depot honored Clopay as a 2004 Partner of the Year and our Coachman Collection made us one of the finalists for Home Depot’s Innovator of the Year Award.

Our other building products operation, Clopay Service Company, the company’s installation services segment, had a very strong year in 2004, achieving growth in sales, earnings and margins. Already a significant supplier to the largest U.S. homebuilders, the unit’s operating performance reaped the rewards of efforts to identify and emphasize those product offerings and markets with the greatest potential.

Clopay Service Company’s design centers offer a wide variety of products and professional designers to assist consumers in the selection process. This is especially important for items such as flooring, cabinetry, garage doors, fireplaces, appliances and other specialty elements of a home in which homeowners are increasingly adding their “personal touch.” We provide new homebuyers with products they want and provide homebuilders with the superior installation services they need. Our commitment to service was enhanced with the implementation of new information systems that streamline processes and increase accuracy and response time—ultimately increasing customer satisfaction.

Clopay Plastic Products, the company’s specialty plastic films business, is a market leader in the development and production of high-performance films and laminates used in a variety of hygienic, health-care and industrial markets worldwide. Our mission is to provide innovative product solutions to the world’s leading manufacturers of personal care, surgical and industrial products. For our plastics business, 2004 was a year of excellent progress and great change. The business had outstanding operating performance with record sales and income while managing through volatile and upward trending raw material prices, multiple capital expansion projects and major new product initiatives.

In plastics, our major product line is technical films and laminates for use in disposable personal care products. In this market, the consumer is always looking for new products that perform better and cost less. To meet this need, we must provide our customers (the consumer product manufacturer) with fresh innovative solutions to tough performance problems and cost targets. This market dynamic, while challenging, is beneficial to Clopay as our culture and reputation are built on finding unique technical responses to our customers’ most demanding requirements. To rapidly develop and commercialize new products, Clopay Plastics has invested heavily in our technology development capability and capacity. Our newly built Product Development Center in Mason, Ohio is equipped with world-class developmental and pilot-scale film extrusion, lamination and converting equipment and associated material development, analysis and product-testing laboratories. These investments give our team of scientists and engineers the world-class tools needed to generate new products. In our Product Development Center, we collaborate with our customers to take new product projects from concept through to precommercialization. We believe passionately in product innovation, new product development and technical problem solving for our customers. This focus will keep Clopay Plastics in the lead in our markets and drive our future growth opportunities.

In 2004, our major new product initiative was the commercialization of multicolor, high-quality printed graphics for our hygienic films and laminates. This added feature provides our customers with significantly improved aesthetics for their end products. When fully executed, this product enhancement may well redefine the consumer’s expectations across a broad range of disposable personal care products. To execute this initiative, our plastics business launched a major capital expansion program in North America and Europe that will be completed in 2005. The ability to execute large, complex, international projects clearly identifies Clopay Plastics as a leading supply partner capable of supporting our customers globally, meeting their objectives and paving the way for our mutual success.

In addition, in 2004 our plastics business made impressive progress in developing and introducing new products for the industrial market. Our objective is rapid growth in the market for durable materials based upon our polymer and process development technology. In collaboration with a construction materials manufacturer, we developed and introduced a laminate to be used as a moisture barrier in residential construction. This product has been quite successful, and we plan to introduce additional products for this market in the future.

In this year of accomplishment for the plastics business, we added capacity across our global operations to support anticipated growth. In North America and Europe, we added capacity to produce breathable film for the hygiene market and doubled our capacity to produce complex, multicolor printed film. In one of our facilities in Germany, we are investing in a new production line that incorporates advanced process technology that will enable us to expand and reach new customers in the European hygiene, health-care and industrial markets. Our operation in Brazil is performing well, and to accelerate growth we acquired a new site and began construction and installation of a new production line that will bring Clopay’s advanced film and laminate capabilities to the South American market. We expect to be operational in this new facility toward the end of 2005 and look forward to growing our market position with products that outperform those currently available.

Telephonics Corporation, the company’s electronic information and communication systems operation, plays an expanding role as a supplier to the military and other government agencies and to commercial businesses worldwide. While we continue to design, develop, produce and deliver high-performance mission-critical systems of the highest quality to our customers, our sensors and communication and information systems have become ideally suited to battlefield, homeland security and other environments and situations where availability of timely tactical data is critical.

This past year, Telephonics even more firmly entrenched itself as a leading supplier of advanced maritime surveillance and search radar and highly capable airborne and ground-based intercommunication systems for both military and homeland security applications. Our AN/APS-147 Multi-Mode Radar with fully integrated Identification Friend or Foe capability for the U.S. Navy’s Multi-Mission MH-60R Helicopter is performing admirably under rigorous testing that is a precursor to an order for increased production expected in 2005. This major milestone bodes well for the program, and we anticipate that an award of the follow-on production will lead to significantly increased revenue for Telephonics. Also, during 2004 we brought home a major homeland security win with the manufacture and delivery of our ARSS-1 Ground Surveillance Radar to Northrop Grumman for the U.S. Air Force’s air base perimeter security program. Similarly, our Secure Digital Intercom is now in full-scale production and is being delivered for installation on various platforms for both new and upgrade programs. These and other successes helped propel the unit to record levels of sales and earnings in fiscal 2004.

Looking forward, our mid-level and high-end radar products were recently selected by Lockheed Martin to fulfill the mission requirements of the U.S. Coast Guard’s new HV911 Vertical Take-Off and Landing Unmanned Aerial Vehicle and Maritime Patrol Aircraft. In keeping with our tradition as a leading global supplier of state-of-the-art aircraft carrier landing systems, Telephonics’ AN/SPN-41A was selected by the Italian Navy to be installed on their newest aircraft carrier, the Cavour. Telephonics’ products are key to the enhancement and upgrade of existing and new military platforms and systems. The retrofitting of the U.S. Air Force’s C-17A air transport fleet with state-of-the-art communications open systems architecture equipment together with the upgrade of the Canadian Air Force’s CP-140 Aurora with a high-performance maritime surveillance radar are prime examples of Telephonics’ technology leading to success in our markets. Finally, we have recently completed the installation of our first monopulse secondary surveillance radar for air traffic control systems in China. This product complements the automation systems previously installed by Telephonics and opens new opportunities for upgrading numerous airports with advanced radar capabilities.

From our technologically advanced family of radar systems to our all-digital, totally secure intercommunication systems, Telephonics’ growth will be realized through increased penetration of its niche markets. Our strong relationships with both customers and suppliers continue to enhance our excellent reputation throughout the industry. We achieved many milestones over the past year, and we are well-positioned to meet the challenges and opportunities of the future.

Griffon continues to improve its very strong financial position. The company generated healthy operating cash flow of $106 million and strengthened its businesses with continued reinvestment, using $56 million for capital expenditures during the year. In addition, we remain firm in our belief that Griffon shares represent an attractive investment, and during 2004 we purchased 1.3 million shares of common stock for $28 million under our stock repurchase program. The Board of Directors has authorized a one million share increase in the stock buyback program, bringing the current authorization to 1.9 million shares. Our plan is to continue to be aggressive with purchases under this program.

Griffon Corporation continues to steer a profitable course guided by our operating philosophy that superior customer service and product innovation through advanced technology and continuing investment create opportunities that drive growth. Our operating management has taken great care to position our businesses so that each may capitalize on its prospects in the coming years, and we have established the financial underpinnings to support and encourage that growth. We would like to recognize the loyalty and efforts of our employees and trading partners, important contributors to the company’s growth and success. The outlook for Griffon’s future is bright, and we look forward to working together to realize that potential.

Harvey R. Blau
Chairman of the Board

Robert Balemian
President