Item 2.02 Results of Operations and Financial Condition

On October 28, 2020, Generac Holdings Inc. (the "Company," "we," "us" or "our") issued a press release (the "Press Release") announcing its financial results for the third quarter ended September 30, 2020. A copy of the Press Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Current Report on Form 8-K (including the exhibits) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information contained in this Current Report on Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in any such filing.

Discussion of Non-GAAP Financial Measures

In the Press Release, we present certain financial information, specifically Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales, which are not in accordance with generally accepted accounting principles ("U.S. GAAP"). We present Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales in the Press Release because these metrics assist us in comparing our performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Our management uses Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales:



  ? for planning purposes, including the preparation of our annual operating
    budget and developing and refining our internal projections for future
    periods;



  ? to evaluate the effectiveness of our business strategies and as a supplemental
    tool in evaluating our performance against our budget for each period;



  ? in communications with our board of directors and investors concerning our
    financial performance;



  ? to evaluate prior acquisitions in relation to the existing business; and



  ? to evaluate comparative net sales performance in prior and future periods.

We also use Adjusted EBITDA as a benchmark for the determination of the bonus component of compensation for our senior executives under our management incentive plans.

We believe that the disclosure of Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales offers additional financial metrics which, when coupled with U.S. GAAP results and the reconciliation to U.S. GAAP results, provide a more complete understanding of our results of operations and the factors and trends affecting our business for securities analysts, investors and other interested parties in the evaluation of our company. We believe Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and Core Sales are useful to investors for the following reasons:



  ? Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, Core Sales, and similar
    non-GAAP measures are widely used by investors to measure a company's
    operating performance without regard to items that can vary substantially from
    company to company depending upon financing and accounting methods, book
    values of assets, tax jurisdictions, capital structures and the methods by
    which assets were acquired; and



  ? by comparing our Adjusted EBITDA, Adjusted Net Income, Free Cash Flow, and
    Core Sales in different historical periods, our investors can evaluate our
    operating performance excluding the impact of certain items.



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Item 9.01        Financial Statements and Exhibits

(d)

Exhibit No.                                    Description

99.1             Press Release, dated October 28, 2020.

104            Cover Page Interactive Data File (embedded within the inline XBRL document)



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