Generac : Investor Presentation – November 2020

INVESTOR

PRESENTATION

NOVEMBER 2020

"Generac's mission is to ensure peace of mind by developing power products and solutions that make the world safer, brighter, and more productive."

1

INVESTOR

RELATIONS

Aaron Jagdfeld

PRESIDENT & CEO

York Ragen

CHIEF FINANCIAL OFFICER

Mike Harris

VICE PRESIDENT - CORPORATE DEVELOPMENT & INVESTOR RELATIONS

1. [e-mail]

2

FORWARD LOOKING

STATEMENTS

Certain statements contained in this news release, as well as other information provided from time to time by Generac Holdings Inc. or its employees, may contain forward looking statements that involve risks and uncertainties that could cause actual results to differ materially from those in the forward looking statements. Forward-looking statements give Generac's current expectations and projections relating to the Company's financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate," "estimate," "expect," "forecast," "project," "plan," "intend," "believe," "confident," "may," "should," "can have," "likely," "future," "optimistic" and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events.

Any such forward looking statements are not guarantees of performance or results, and involve risks, uncertainties (some of which are beyond the Company's control) and assumptions. Although Generac believes any forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect Generac's actual financial results and cause them to differ materially from those anticipated in any forward- looking statements, including:

• frequency and duration of power outages impacting demand for our products;
• availability, cost and quality of raw materials and key components from our global supply chain and labor needed in producing our products;
• the impact on our results of possible fluctuations in interest rates, foreign currency exchange rates, commodities, product mix and regulatory tariffs;
• the possibility that the expected synergies, efficiencies and cost savings of our acquisitions will not be realized, or will not be realized within the expected time period;
• the risk that our acquisitions will not be integrated successfully;
• difficulties we may encounter as our business expands globally or into new markets;
• our dependence on our distribution network;
• our ability to invest in, develop or adapt to changing technologies and manufacturing techniques;
• loss of our key management and employees;
• increase in product and other liability claims or recalls;
• failures or security breaches of our networks or information technology systems;
• changes in environmental, health and safety, or product compliance laws and regulations affecting our products or operations; and

• the duration and scope of the impacts of the COVID-19 pandemic are uncertain and may or will continue to adversely affect our operations, supply chain, distribution, and demand for certain of our products and services.

Should one or more of these risks or uncertainties materialize, Generac's actual results may vary in material respects from those projected in any forward-looking statements. In the current environment, some of the above factors have materialized and may or will continue to be impacted by the COVID-19 pandemic, which may cause actual results to vary from these forward-looking statements. A detailed discussion of these and other factors that may affect future results is contained in Generac's filings with the U.S. Securities and Exchange Commission ("SEC"), particularly in the Risk Factors section of the 2019 Annual Report on Form 10-K and in its periodic reports on Form 10-Q. Stockholders, potential investors and other readers should consider these factors carefully in evaluating the forward-looking statements.

Any forward-looking statement made by Generac in this presentation speaks only as of the date on which it is made. Generac undertakes no obligation to update any forward- looking statement, whether as a result of new information, future developments or otherwise, except as may be required by law.

3

GENERAC

BY THE NUMBERS

2020E	~6,500
NET SALES	EMPLOYEES

$2.4-$2.5 BILLION

LTM ADJ EBITDA

$517 MILLION

22.3% MARGIN

LTM FREE CASH FLOW	OMNI CHANNEL
DISTRIBUTION
~$400 MILLION
THOUSANDS OF DEALERS, WHOLESALERS,

RETAILERS AND E-COMMERCE PARTNERS

4

MEGA

TRENDS

"Grid 2.0" - Evolution of the traditional electrical utility model

Technology & regulation will create Clean Energy and Grid Services opportunities

Attitudes around global warming and climate change are changing

Expectation of more severe weather driving power outages

Natural Gas will be the fuel of the future

Huge supply & increasing demand for applications beyond standby power

Legacy infrastructure needs major investment cycle

Rebuilding of transportation, water & power will take decades

Telecommunications infrastructure shifting to next generation

5G will enable new technologies requiring significant improvement in network uptime

New Emerging Trend…

Home as a Sanctuary

Millions of people working, learning, shopping, entertaining, and in general, spending more time at home

5

MACRO

INVESTMENT THEMES

$2,500

10% ORGANIC CAGR SINCE IPO IN 2010

$2,000

$1,500

$1,000

$500

$-

'92

'94

'96

'98

'00

'02

'04

'06

'08

'10

'12

'14

'16

'18

'20E

Note: $ amounts in millions. Represents gross sales excluding freight revenue. Excludes "Portable Product" sales prior to the division's divestiture in 1998. Figures include results from acquisitions completed during 2011 - present; see slide titled "Summary of Acquisitions" for further details.

CREATING A LEADING "ENERGY TECHNOLOGY SOLUTIONS" COMPANY

Power Quality Issues Continue To Increase

• Power outage severity increasing significantly over LT baseline average during 2017-2020
• Aging and under-invested electrical grid more vulnerable to unpredictable and severe weather
• Aging population and overall consumers are more dependent on power

Home Standby Market Growth Opportunity is Massive

• ~5.0% of US HH's have a HSB today (TAM=53M HH's)
• Every 1.0% of penetration is approximately $2.5 billion market opportunity (at retail)
• Generac's 75%+ share due to unique go to market strategy

California market for backup power increasing significantly

• Local utilities triggering numerous and significant power shutoff events
• Shutoff events impacting millions of customers in an attempt to mitigate risk of wildfires
• Events projected to continue for several years with HSB penetration only ~1%

Energy Storage & Monitoring Markets Developing Quickly

• New markets focused on energy cost reduction
• Battery cost and performance continue to improve
• Generac uniquely positioned with distribution, marketing & brand

Natural Gas Generators Driving Superior Growth Rates

• Cleaner, greener & more cost effective for on-site power
• US is ~40% gas gen sales annually and growing 2x diesel
• Global opportunity is nascent - less than 1% of market

Rollout of 5G Will Require Improved Network Reliability

• 5G will enable many new technologies - uptime critical
• ~400K cell towers in U.S., ~40% penetration, Generac #1 market share
• Technology to rollout globally - Generac footprint can serve

6

GENERAC WORLDWIDE

LOCATIONS

				Vermont, USA
				Country Home Products
Wisconsin, USA				Maine, USA
Generac
			Pika Energy
Eagle
Vancouver, BC
Janesville		United Kingdom
Jefferson	Neurio
		Pramac UK
Oshkosh	Enbala
Waukesha (HQ)				France
Whitewater
Generac Mobile Products				Pramac France
Berlin				Spain
		Ohio, USA Pramac Iberica
		Mean Green
California, USA	Colorado, USA	Italy
Energy Systems
Enbala
			Generac Mobile Products
			Dominican Republic
	Mexico		Pramac Caribbean
	Ottomotores
	Selmec

Brasil

Generac Pramac Brasil

	Germany	Vertically Integrated Manufacturing
	Pramac GMBH
	Motortech	CapacityServing a Globally Diverse
	Pramac SP. ZOO
	Poland	Commercial Footprint
	Motortech
	Russia
	Pramac Russia
	Romania
Italy	Pramac Generators
Pramac Industrial
		Kolkata, India China
		Captiva	Pramac Fu Lee Foshan
			Power Equipment

United Arab Emirates

Pramac Middle East

Singapore

Pramac Asia

Australia

Pramac Australia

7

LEGACY POWER

PLATFORMS

Consumer Power Products

Outdoor Chore Products

Air-cooled

Home Standby

Generators

Liquid-cooled

Home Standby

Generators

Portable & Inverter Generators

Prime and emergency backup for:

• Residential
• Light Commercial

Construction

Recreation

Pressure washers Water pumps

Field & brush mowers

Trimmer mowers Chippers & shredders Log splitters Lawn & leaf vacuums Stump grinders

Wide variety of property maintenance applications for:

• Residential
• Larger-acreageproperties
• Light commercial
• Municipal
• Farm

C&I Stationary Products

Mobile Power Products

Larger kW & Container Gensets

Industrial Stationary Generators

Commercial

Stationary

Generators

Complete lines of diesel & natural gas generators

Prime and emergency backup for:

• Healthcare
• Telecom/Data Centers
• Municipal
• Manufacturing
• Distribution
• Hospitality
• Restaurants
• Retail

Light Towers	Support equipment for:
Mobile Generators	- Construction
- Oil and Gas
Heaters & Pumps	- Mining
- Special Events
	- Road Development
	- General Rental needs

8

LEGACY GROWTH

DRIVERS

Consumer Power Products

Key drivers: Aging and under-invested grid, favorable demographics, heightened power outages

Low penetration of emerging HSB category: ~4.75% of addressable households within the U.S.

Market leader: Leading share of domestic HSB market; With significant competitive advantages high-20% share of portable generator market

Key strategic initiatives: Further improve lead generation, close rates and reduce total system cost

Connectivity: Driving deeper engagement with customers and distribution partners

C&I Stationary Products

Natural gas generators: Gaining share vs. diesel

Market share gains: Larger-kW product offering, distribution optimization, sales process excellence

International Expansion: Acquisitions accelerate expansion into other regions of the world

New Market Opportunities: Expansion of gaseous-fueled products into prime, continuous and CHP applications

Low penetration: Within the light commercial/retail market

Telecom: Growing importance of backup power for critical telecommunications infrastructure

Outdoor Chore Products

Housing drives market growth: Need for outdoor power equipment grows alongside housing starts

Trend toward pro market: Capitalize on growing trend in lawn and garden industry of "do it for me" with products for the pro market

Leverage current D2C customer base: Introducing new products to capture more share of wallet

Expand distribution: Products for outdoor power equipment dealers and other B2B partners

Supply Chain and Operational Synergies: Leverage air-cooled engine volumes and consolidated manufacturing footprint to improve cost position.

Mobile Power Products

Secular shift toward renting: Mobile products platform benefiting from shift toward renting in lieu of buying

Diversification into new products: Entry into adjacent "engine- powered" rental equipment categories, both organically and through acquisitions

Long-termincreased infrastructure spending: Macro opportunity of increased spending stimulus to improve aging domestic infrastructure

Long-termdomestic energy production: Multi-decade upcycle for mobile support equipment that is essential to oil & gas drilling and production sites

9

ENERGY TECHNOLOGY -

GENERAC'S ENERGY STORAGE SOLUTION

MORE POWER

• 9/11 kW Max. Continuous
• 50A Motor Starting Current

MORE CAPACITY

• 3.0 kWh Battery Modules
• 9 - 18 kWh per Cabinet

LOAD MANAGEMENT

• 50A and 100A Automatic Smart Management Modules

OUTDOOR RATED

- Type 3R Battery Cabinet

-10 to 50°C Operating Temperature Range

WHOLE HOME BACKUP

- 200 A and 100A

Whole Home Transfer Switches

PWRcell Whole Home Backup…

CLEAN & SIMPLE

10

WHOLE HOME

POWER COMPARISON

					PEAK CURRENT	USEABLE ENERGY	CONTINUOUS POWER
	20						50
							40
/ kWh)	15
	+33%
+56%						30
Power/Energy (kW						Peak Current
10
						20
	5		+80%
						10
	0						0
		PWRcell		Tesla	LG Chem		Enphase
		PWRcell	Tesla	LG Chem	Enphase
	Peak Current	50A	32	31	25		Note: Shaded lines represent market leading
	Useable Energy	18kWh	13.5kWh	9.3kWh	10.1kWh		advantage in terms of power capability, with
		specific percentages as compared to Tesla
	Continuous Power	9kW	5kW	5kW	3.8kW

11

ENERGY TECHNOLOGY

GENERAC'S "GRID 2.0" OPPORTUNITY

EVOLUTION OF TRADITIONAL ELECTRICAL UTILITY MODEL: migration toward DERs to respond to real-time energy balancing needs

UTILITIES/ENERGY RETAILERS EXPERIENCING HIGHER SUPPLY VARIABILITY AND NEED MORE RESILIENCY: due to increasing use of renewables and higher power outages

ISO/Utility

Avoided cost of buying power on the

spot market and/or upgrading generation, transmission and distribution systems.

Enables Grid Operators To Run

A Cleaner, Less Expensive And

More Resilient Electrical Grid

ENBALA'S CONCERTO™ CLOUD-BASEDSOFTWARE - OPEN PLATFORM, BOTH BRAND AND EQUIPMENT AGNOSTIC: capability to connect to wide range of DERs

Software Platform

Enables the connection of DERs to register and then participate in Energy Aggregator & Utility programs.

DER ASSETS AGGREGATED INTO A DECENTRALIZED/ VIRTUAL POWER NETWORK: provide flexible capacity to address peaks in electricity supply/demand

FERC 2222 RULING EXPECTED TO ACCELERATE CONNECTION OF NEW AND EXISTING INSTALLED BASE OF DERS: providing increased ROI value proposition

Generac DER Assets
Customer receives incentive to allow use
of onsite asset - incentive improves ROI		Load	Residential	C&I
value proposition to acquire asset.	PV+Storage
Control	Generator	Generator

12

ENBALA'S

REVENUE MODEL

Current SaaS Model - $/MW Assets Connected/year

• Fundamentally a Software-as-a-Service business
• Enbala is paid as assets/devices are connected to the platform on a recurring basis

UTILITY/ENERGY RETAILERS

				...
CUSTOMER 1		CUSTOMER 2	CUSTOMER X

Current Performance Model - $/MW Delivered/year

• Fundamentally a pay-for-performance business
• Enbala is paid by utilities for the energy performance delivered

UTILITY/ENERGY RETAILERS

					...
CUSTOMER 1		CUSTOMER 2	CUSTOMER X

Enbala Opportunities:

• Energy imbalance markets
• Real time capacity markets
• Emerging wholesale markets from FERC Order 2222
• Predictive energy management for customers
• Ancillary Service, Frequency Control and other aggregation markets

13

GLOBAL DISTRIBUTION

CHANNELS

Residential and C&I Dealer Network

• International network of over 7,000 dealers
• Installation and after sale service support
• Work with professional engineering firms to develop customized solutions
• Over 5,000 technicians trained every year
• Support for global large account sales

Significant Omni-Channel Distribution

Other Key Channels

Electrical Wholesalers		Mass Retailers

Catalog and E-Commerce	Licensing Partners

Direct to Consumer

Direct to Global Accounts

Clean Energy

14

ENTERPRISE

STRATEGY

Grow:

Further expand market penetration for standby and clean energy solutions in North America while establishing traction for these products globally.

Lead:

Capitalize on the global growth of natural gas fuel as an available and affordable energy source. Leverage Generac's expertise in gaseous engines to expand applications beyond standby power.

Residential

Power

Solutions

Monitor & Manage

Gain:

We gain share by innovating and we expand our opportunity for growth by doing the hard work of pioneering new products and markets.

Connect:

By being connected to the devices we manufacture we will drive additional value to our customers and our partners over the product life-cycle.

15

FINANCIAL
SUMMARY
		Total Net Sales	Gross Margin %					Adjusted EBITDA	Adjusted EBITDA margin %
			60.0%
				$2,204.3	$2,315.0	$500					$517.1
$2,200			$2,023.5						$454.1		47.5%
				50.0%				$424.6
		$1,679.4				$400
											37.5%
$1,600	$1,447.7								$317.3
				40.0%	$300	$278.4				27.5%
					38.0%
$1,000	35.8%		35.8%	36.2%
34.8%		30.0%	$200			21.0%	20.6%	22.3%	17.5%
					19.3%	19.0%
$400	2016	2017	2018	2019	LTM	20.0%	$100	2016	2017	2018	2019	LTM	7.5%
		Free Cash Flow				Consolidated Gross Debt	Consolidated Gross Debt Leverage Ratio
$400					$396.7		$1,200						5.0x
						$1,052.9
$350							$1,000
							$928.7	$924.0	$898.9	$889.6
$300				$250.7				4.0x
$222.9	$227.9				$800
$250	$203.6
$200						$600
						3.3x					3.0x
$150
						$400
$100												2.0x
						$200		2.2x	2.2x
$50								2.0x	1.7x
$0							$0					1.0x
2016	2017	2018	2019	LTM		2016	2017	2018	2019	LTM

Note: Adjusted EBITDA margin calculated using adjusted EBITDA before deducting for non-controlling interest.

16

CAPITAL DEPLOYMENT

PRIORITIES

1	Organic	| Invest in technology, innovation, and R&D capabilities	Asset Lite
Growth	| Capacity expansion; Global systems; High ROI automation
2		| Target 2-3x leverage
Pay Down	Deleveraging
	| Term Loan matures 2026, ABL matures 2023
	Debt	Story
3	| $500mm notional swapped fixed
	| Demonstrated ability to execute; 17 deals since 2011
	Accelerate the
	M&A	| Accelerates "Powering Our Future" strategic plan
	strategy
		| Seek high synergy opportunities with above WACC returns
4
Return of	| As future cash flow permits, will evaluate options opportunistically	Opportunistic
Capital	| $250mm remaining on current share repurchase authorization
			TOTAL

Strong balance sheet and cash flow generation enables disciplined and balanced approach toward capital deployment that creates value for shareholders

2017-2019 $

~150m

~200m

~200m

~50m

~600m

17

APPENDIX

18

2020 BUSINESS OUTLOOK

(AS REPORTED ON OCTOBER 28, 2020)

Consolidated net sales

• Consolidated revenue: increase between 10% to 12%
• Residential products: significant year-over-year growth
• C&I products: down significantly vs. prior year
• Core revenue growth over 10%

Adjusted EBITDA margins

• Between 22.5% to 23.0%

Cash income tax rate

• Approximately 16.0%

Free cash flow

• Conversion of adjusted net income of approximately 90%

Expect to Utilize Strong Free Cash Flow Generation to Increase Shareholder Value

19

EXPANDING POWER

OUTAGE SEVERITY(1)

Total Outage Hours (Severity)

1,400,000

Legacy Residential Organic Sales - LTM

1,200,000

1,000,000

800,000

600,000

400,000

200,000

0

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

Q4

Q1

Q2

Q3

2010

2011

2012

2013

2014

2015

2016

2017

2018

2019

2020

(1) Represents power outage hours for mainland U.S. only

Elevated Baseline Outages + Major Event = Catalysts for Growth

20

SUMMARY OF

ACQUISITIONS

OCT.			AUG.			MAR.
2011			2015			2019
Magnum Products is a leading manufacturer of	Expands chore-related products line-up and		The leading energy data company focused on
high-quality light towers, and mobile generators.	provides additional scale to the residential engine-		metering technology and sophisticated analytics
Berlin, WI	powered tools platform	Vergennes, VT		to optimize energy use	Vancouver, BC

Acquisitions used to accelerate Powering Our Future strategy

DEC.

2012

Leading manufacturer of industrial power generation equipment in Mexico and other parts

of Latin America. Mexico City, Mexico

MAR.

2016

Stationary, mobile and portable generators sold into over 150 countries worldwide Siena, Italy

APR.

2019

Leading manufacturer of smart storage solutions

and smart batteries

Portland, MN

Revenue synergies

• New products, customers, end
	markets
•	Numerous cross-selling opportunities
•	Geographic and international

	AUG.
	2013
Mobile light towers for EMEA and other
international markets	Milan, Italy

JAN.

2017

Gaseous-engine control systems and accessories sold to engine OEMs and aftermarket customers

Celle, Germany

SEP.

2020

Leading manufacturer of an innovative commercial line of battery powered turf care products

Ross, OH

expansion

Cost synergies

•	Strategic global sourcing initiatives
•	Innovation and cost-reduction

NOV.

2013

Expands domestic offering of standby and prime-

duty gensets up to 2.5 MW Oshkosh, WI

OCT.

2014

MAC is a leading manufacturer of premium-grade commercial and industrial mobile heaters within

the U.S. and Canada.

Bismarck, ND

JUN.

2018

Larger kW and container gensets; service and remote monitoring platform for Latin America

market

Mexico City, Mexico

FEB.

2019

Captiva Energy Solutions, founded in 2010 and headquartered in Kolkata, India specializes in customized industrial generators. Kolkata, India

OCT.

2020

Leading provider of distributed energy optimization and control software for the electrical grid

Denver, CO

	engineering
•	Adopt Generac's lean cost culture
•	Operational excellence focus

Smaller acquisitions of Gen-Tran completed in February 2012 (manual transfer switches for portable generators -Alpharetta, GA); Pramac America in September 2017 (portable generators - Marietta, GA); Energy Systems in July 2020 (industrial distributor - Stockton, CA)

21

FAVORABLE TAX

ATTRIBUTES

Tax attributes and 338(h)10 election overview

• $1.9 billion combined asset basis step-up created through 2006 acquisition of Generac and other acquisitions
• • Each amortizes over 15 years
  • Reduces cash tax obligation on average by ~$33 million per year through 2021

(($ MM)	TOTAL	2020	2021	2022+
Annual tax amortization	$264	$130	$107	$27
Cash tax savings(1)	$67	$33	$27	$7

1. Assuming continued profitability and no limitations at an assumed 25.5% federal and state tax rate.
2. Based on annual discount rate of between 5 and 10%

Results in present value tax savings of ~$60 million(2) or $.90-$1.00 per share

22

NET SALES BY

PRODUCT CLASS

				$1,144		$1,380
$1,000
		$1,043
$900
		$870		$872
$800		$820
	$769					$720
$700
		$684
$600
$500	$558
$400
$300
$200					$189	$214
				$160
$100	$120		$125
$0
	2016	2017	2018	2019		LTM
						]

RESIDENTIAL		COMMERCIAL & INDUSTRIAL		OTHER	Figures include results from acquisitions completed during 2011 -
					2020; see slide titled "Summary of Acquisitions" for further details.

23

HSB:

A PENETRATION STORY

North American Penetration Opportunity(1)

	90%
	86.1%
	80%
	70%
Market	60%
US Addressable	50%
40%
% of
	30%
	25.0%
	20%
	15.0%
	10%
	4.7%
	0%

Aging Population Fits Demographic

• ~70% of buyers age 50 and older
• ~Median home value of approximately $400k
• ~80% retro-fit application
• ~$120K median household income
• ~8% replacement units

Every 1% of increased penetration equals ~$2.5 billion of market opportunity

1. Source: Company estimates; based on addressable market for HSB generators consisting of all single-family detached, owner-occupied homes valued > $125K; portables and central A/C use all single-family homes regardless of value; penetration rate for home security alarms was estimated from a variety of industry sources and focuses on the professionally monitored market.

24

WHOLE HOME POWER

SCALABLE MODULAR APPROACH

# of Modules	6	5	4	3
Old Capacity (kWh)	17.1	14.3	11.4	8.6
New Capacity (kWh)	18	15	12	9

25

RAPIDLY BUILDING

CLEAN ENERGY DISTRIBUTION

NATIONAL		REGIONAL		LONG TAIL

26

Q3 2020 & LTM

FINANCIAL OVERVIEW

	Actual	Y/Y %	Actual	Y/Y %
	Q3 2020	Change	LTM	Change
	(unaudited)		(unaudited)
Residential	$458.9	37.0%	$1,380.3	23.8%
Industrial	176.2	(18.0%)	720.3	(17.9%)
Other	66.3	29.4%	214.4	16.5%
Net Sales	$701.4	16.7%	$2,315.0	6.4%
Gross Profit	$276.1	27.0%	879.7	12.8%
% Margin	39.4%		38.0%
Adjusted EBITDA	$178.8	41.9%	$517.1	14.6%
% Margin (1)	25.5%		22.3%
Net Income - GHI (2)	$115.0	52.1%	$295.2	14.4%
Adjusted Net Income - GHI	$132.9	47.7%	$372.9	20.5%
Adjusted EPS - GHI	$2.08	45.4%	$5.88	19.0%
Free Cash Flow	$148.3	47.1%	$396.7	123.2%
Consolidated Gross Debt			$889.6
Consolidated Gross Debt Leverage Ratio		1.7x

1. Adjusted EBITDA (margin) calculated using adjusted EBITDA before deducting for non-controlling interest.
2. LTM includes $11.5 million of pre-tax charges relating to restructuring costs and asset write-downs to address the impact of COVID-19 pandemic; LTM also includes a $10.9 million pre-tax charge related to the settlement of the Company's domestic pension plan.

27

ADJUSTED EBITDA

RECONCILIATION

	2016	2017	2018	2019	LTM
Net income	$97.2	$159.6	$241.2	$252.3	$292.2
Interest expense	44.6	42.7	41.0	41.5	35.2
Depreciation and amortization	54.4	52.0	47.4	60.8	68.0
Income taxes provision	56.5	44.1	69.9	67.3	73.4
Non-cashwrite-down and other charges	7.5	5.8	3.5	0.8	1.4
Non-cashshare-based compensation expense	9.5	10.2	14.6	16.7	19.5
Loss on extinguishment of debt	0.6	-	1.3	0.9	0.9
(Gain) loss on change in contractual interest rate	3.0	-	-	-	-
Transaction costs and credit facility fees	2.4	2.1	3.9	2.7	1.8
Loss on pension settlement, restructuring and other	0.9	0.8	1.8	11.0	24.6
Adjusted EBITDA	$276.5	$317.3	$424.6	$454.1	$517.1
Adjusted EBITDA attributable to noncontrolling interests	(3.8)	(6.1)	(7.8)	(5.0)	(2.2)
Adjusted EBITDA attributable to Generac Holdings, Inc.	$272.7	$311.2	$416.8	$449.1	$514.9

28

ADJUSTED EBITDA

RECONCILIATION

Net income to Adjusted EBITDA reconciliation		Three months ended
		September 30,		LTM Ended September 30,
	2020	2019	2020	2019
		(unaudited)		(unaudited)
Net income attributable to Generac Holdings. Inc.	$114,970	$75,574	$295,189	$257,968
Net income attributable to noncontrolling interests		265	(677)		(3,015)	1,101
Net income		115,235	74,897		292,174	259,069
Interest expense	8,096	10,704	35,197	41,445
Depreciation and amortization	17,168	15,494	68,013	55,125
Income taxes provision	32,050	20,064	73,390	73,862
Non-cashwrite-down and other charges	477	914	1,435	1,452
Non-cashshare-based compensation expense	4,353	3,549	19,544	16,130
Loss on extinguishment of debt	-	-	926	-
Transaction costs and credit facility fees	568	358	1,837	3,470
Loss on pension settlement, restructuring and other	831	(27)	24,575	481
Adjusted EBITDA	178,778	125,953	517,091	451,034
Adjusted EBITDA attributable to noncontrolling interests	(920)	(909)	(2,193)	(5,848)
Adjusted EBITDA attributable to Generac Holdings, Inc.	$177,858	$125,044	$514,898	$445,186

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ADJUSTED NET INCOME

AND FREE CASH FLOW RECONCILIATIONS

Net income to Adjusted net income reconciliation		Three months ended
		September 30,		LTM Ended September 30,
	2020	2019	2020	2019
		(unaudited)		(unaudited)
Net income attributable to Generac Holdings. Inc.	$114,970	$75,574	$295,189	$257,968
Net income attributable to noncontrolling interests	265	(677)	(3,015)	1,101
Net income		115,235	74,897		292,174	259,069
Provision for income taxes	32,050	20,064	73,390	73,862
Income before provision for income taxes		147,285	94,961		365,564	332,931
Amortization of intangible assets	7,892	7,406	31,985	25,319
Amortization of deferred financing costs and OID	654	1,221	3,055	4,792
Loss on extinguishment of debt	-	-	926	-
Transaction costs and credit facility fees	381	165	113	2,435
Loss on pension settlement, restructuring and other	531	567	24,186	1,011
Adjusted net income before provision for income taxes		156,743	104,320		425,829	366,488
Cash income tax expense	(23,620)	(15,083)	(53,089)	(55,053)
Adjusted net income		$133,123	$89,237		$372,740	$311,435
Adjusted net income attributable to noncontrolling interests	(198)	738	195	(1,989)
Adjusted net income attributable to Generac Holdings. Inc.		$132,925	$89,975		$372,935	$309,446
Free Cash Flow Reconciliation
Net cash provided by operating activities	$155,196	$111,188	$443,395	$242,031
"Proceeds from beneficial interests in
securitization transactions"	674	640	2,592	3,144
Expenditures for property and equipment		(7,608)	(11,071)		(49,295)	(67,471)
Free cash flow	$148,262	$100,757	$396,692	$177,704

30