Covanta Holding Corporation Reports 2017 Third Quarter Results And Reaffirms 2017 Guidance

MORRISTOWN, N.J., Oct. 26, 2017 /PRNewswire/ -- Covanta Holding Corporation (NYSE: CVA) ("Covanta" or the "Company"), a world leader in sustainable waste and energy solutions, reported financial results today for the three and nine months ended September 30, 2017.


                                     Three Months
                                        Ended
                                    September 30,

                                    2016                 2017
                                    ----                 ----

                                  (Unaudited, $ in
                                  millions, except
                                      per share
                                     amounts)

    Revenue                         $421                 $429

    Net income                       $54                  $15

    Adjusted EBITDA                 $124                 $117

    Net cash provided by
     operating activities            $88                  $88

    Free Cash Flow                   $74                  $68

    Diluted EPS                    $0.42                $0.11

    Adjusted EPS                   $0.18                $0.12


    Reconciliations of non-GAAP measures can be found in the exhibits to
     this press release.

Key Highlights

    --  Reaffirming 2017 guidance
    --  Dublin has commenced commercial operations and is performing in line
        with expectations
    --  Fairfax expected to return to service around year-end 2017
    --  Continued strong waste and metals market environment

"This quarter marks a great milestone for Covanta as our state-of-the-art Dublin plant is now operational and performing very impressively. It has been a long journey, but the end result is a testament to our development and operational capabilities. I couldn't be more proud of our team for its tireless efforts on this project." said Stephen J. Jones, Covanta's President and CEO. "At Fairfax we are now installing upgraded fire protection and suppression equipment and expect to bring the plant back online around the end of the year. At the same time, our plants are enjoying strong markets for waste and metals and we remain on pace to meet our full-year expectations. "

More detail on our third quarter results can be found in the exhibits to this release and in our third quarter 2017 earnings presentation found in the Investor Relations section of the Covanta website at www.covanta.com.

2017 Guidance
The Company reaffirmed guidance for 2017 for the following key metrics:


    (In millions)

    Metric                                        2016                            2017
                                         Actual               Guidance Range (1)
    ---                                  ------                -----------------

    Adjusted
     EBITDA                                       $410                     $400 - $440
    --------                                      ----                     -----------

    Free Cash
     Flow                                         $172                     $100 - $150
    ---------                                     ----                     -----------


    (1)  For additional information on the reconciliation of Free
     Cash Flow to Cash flow provided by operating activities, see
     Exhibit 5 of this press release.

Conference Call Information
Covanta will host a conference call at 8:30 AM (Eastern) on Friday, October 27, 2017 to discuss its third quarter 2017 results.

The conference call will begin with prepared remarks, which will be followed by a question and answer session. To participate, please dial 1-866-393-4306 approximately 10 minutes prior to the scheduled start of the call. If calling outside of the United States, please dial 1-734-385-2616. Please request the "Covanta Holding Corporation Earnings Conference Call" when prompted by the conference call operator. The conference call will also be webcast live from the Investor Relations section of the Company's website. A presentation will be made available during the call and will be found in the Investor Relations section of the Covanta website at www.covanta.com.

An archived webcast will be available two hours after the end of the conference call and can be accessed through the Investor Relations section of the Covanta website at www.covanta.com.

About Covanta
Covanta is a world leader in providing sustainable waste and energy solutions. Annually, Covanta's modern Energy-from-Waste facilities safely convert approximately 20 million tons of waste from municipalities and businesses into clean, renewable electricity to power one million homes and recycle over 550,000 tons of metal. Through a vast network of treatment and recycling facilities, Covanta also provides comprehensive industrial material management services to companies seeking solutions to some of today's most complex environmental challenges. For more information, visit www.covanta.com.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking" statements as defined in Section 27A of the Securities Act of 1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries ("Covanta") or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words "plan," "believe," "expect," "anticipate," "intend," "estimate," "project," "may," "will," "would," "could," "should," "seeks," or "scheduled to," or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the "safe harbor" provisions of such laws. Covanta cautions investors that any forward-looking statements made by Covanta are not guarantees or indicative of future performance. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements with respect to Covanta include, but are not limited to: fluctuations in the prices of energy, waste disposal, scrap metal and commodities; adoption of new laws and regulations in the United States and abroad; the fee structures of our contracts; difficulties in the operation of our facilities, including fuel supply and energy transfer interruptions, failure to obtain regulatory approvals, equipment failures, labor disputes and work stoppages, weather interference and catastrophic events; difficulties in the financing, development and construction of new projects and expansions, including increased construction costs and delays; limits of insurance coverage; our ability to avoid defaults under our long-term service contracts; performance of third parties under our contractual arrangements; concentration of suppliers and customers; increased competitiveness in the energy industry; changes in foreign currency exchange rates; limitations imposed by our existing indebtedness; exposure to counterparty credit risk and instability of financial institutions in connection with financing transactions; our ability to utilize our net operating losses; failures of disclosure controls and procedures; general economic conditions in the United States and abroad, including the availability of credit and debt financing and market conditions at the time our contracts expire; and other risks and uncertainties affecting our businesses described in Item 1A. Risk Factors of our Annual Report on Form 10-K and in other filings by Covanta with the SEC.

Although Covanta believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of its forward-looking statements. Covanta's future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and Covanta does not have, or undertake, any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.


    Covanta Holding Corporation                                                                                                                                   Exhibit 1

    Condensed Consolidated Statements of Operations


                                                                                Three Months Ended                            Nine Months Ended
                                                                                  September 30,                                 September 30,

                                                                               2017                  2016                      2017                 2016
                                                                               ----                  ----                      ----                 ----

                                                                                                    (Unaudited)
                                                                                      (In millions, except per share amounts)

    OPERATING REVENUE:

    Waste and service revenue                                                           $306                                           $299                 $902                $875

    Energy revenue                                                               80                                92                               241       279

    Recycled metals revenue                                                      23                                14                                54        44

    Other operating revenue                                                      20                                16                                60        44
                                                                                ---                               ---                               ---       ---

    Total operating revenue                                                     429                               421                             1,257     1,242
                                                                                ---                               ---                             -----     -----

    OPERATING EXPENSE:

    Plant operating expense                                                     301                               272                               952       901

    Other operating expense, net                                                  7                                14                                24        45

    General and administrative expense                                           24                                23                                82        71

    Depreciation and amortization expense                                        51                                52                               155       155

    Impairment charges (a)                                                        -                                -                                1        19
                                                                                ---                              ---                              ---       ---

    Total operating expense                                                     383                               361                             1,214     1,191
                                                                                ---                               ---                             -----     -----

    Operating income                                                             46                                60                                43        51
                                                                                ---                               ---                               ---       ---

    OTHER INCOME (EXPENSE):

    Interest expense, net                                                      (35)                             (35)                            (106)    (103)

    Gain (loss) on asset sales (a)                                                -                               43                               (6)       43

    Loss on extinguishment of debt                                                -                                -                             (13)        -

    Other income (expense), net                                                   2                               (1)                                2       (1)
                                                                                ---                               ---                               ---       ---

    Total other (expense) income                                               (33)                                7                             (123)     (61)
                                                                                ---                               ---                              ----       ---

    Income (loss) before income tax benefit (expense) and equity in net (loss)   13                                67                              (80)     (10)
      income from unconsolidated investments

    Income tax benefit (expense)                                                  2                              (12)                                5       (5)

    Equity in net (loss) income from unconsolidated investments                   -                              (1)                                1         3
                                                                                ---                              ---                               ---       ---

    Net Income (Loss)                                                                    $15                                            $54                $(74)              $(12)
                                                                                         ===                                            ===                 ====                ====


    Weighted Average Common Shares Outstanding:

    Basic                                                                       130                               129                               129       129
                                                                                ===                               ===                               ===       ===

    Diluted                                                                     131                               131                               129       129
                                                                                ===                               ===                               ===       ===


    Income (Loss) Per Share

    Basic                                                                              $0.11                                          $0.42              $(0.58)            $(0.09)
                                                                                       =====                                          =====               ======              ======

    Diluted                                                                            $0.11                                          $0.42              $(0.58)            $(0.09)
                                                                                       =====                                          =====               ======              ======


    Cash Dividend Declared Per Share                                                   $0.25                                          $0.25                $0.75               $0.75
                                                                                       =====                                          =====                =====               =====


    (a) For additional information, see Exhibit 4 of this Press Release.


    Covanta Holding Corporation                                                                                                          Exhibit 2

    Condensed Consolidated Balance Sheets


                                                                                                                         As of

                                                                                                    September 30, 2017               December 31, 2016
                                                                                                    ------------------               -----------------

                                                                                                        (Unaudited)

                                                                                     ASSETS             (In millions, except per share amounts)

    Current:

    Cash and cash equivalents                                                                                                  $37                               $84

    Restricted funds held in trust                                                                                  56                                     56

    Receivables (less allowances of $11 million and $9 million, respectively)                                      325                                    332

    Prepaid expenses and other current assets                                                                       93                                     72
                                                                                                                   ---                                    ---

    Total Current Assets                                                                                           511                                    544

    Property, plant and equipment, net                                                                           3,170                                  3,024

    Restricted funds held in trust                                                                                  32                                     54

    Waste, service and energy contract intangibles, net                                                            254                                    263

    Other intangible assets, net                                                                                    38                                     34

    Goodwill                                                                                                       313                                    302

    Other assets                                                                                                    43                                     63
                                                                                                                   ---                                    ---

    Total Assets                                                                                                            $4,361                            $4,284
                                                                                                                            ======                            ======

                                                                             LIABILITIES AND EQUITY

    Current:

    Current portion of long-term debt                                                                                          $10                                $9

    Current portion of project debt                                                                                 31                                     22

    Accounts payable                                                                                                64                                     98

    Accrued expenses and other current liabilities                                                                 316                                    289
                                                                                                                   ---                                    ---

    Total Current Liabilities                                                                                      421                                    418

    Long-term debt                                                                                               2,365                                  2,243

    Project debt                                                                                                   445                                    361

    Deferred income taxes                                                                                          605                                    617

    Other liabilities                                                                                              190                                    176
                                                                                                                   ---                                    ---

    Total Liabilities                                                                                            4,026                                  3,815
                                                                                                                 -----                                  -----

    Equity:

    Covanta Holding Corporation stockholders' equity:

    Preferred stock ($0.10 par value; authorized 10 shares; none issued and                                          -                                     -
    outstanding)

    Common stock ($0.10 par value; authorized 250 shares; issued 136 shares,                                        14                                     14
      outstanding 131 and 130, respectively)

    Additional paid-in capital                                                                                     821                                    807

    Accumulated other comprehensive loss                                                                          (44)                                  (62)

    Accumulated deficit                                                                                          (455)                                 (289)

    Treasury stock, at par                                                                                         (1)                                   (1)
                                                                                                                   ---                                    ---

    Total Equity                                                                                                   335                                    469

    Total Liabilities and Equity                                                                                            $4,361                            $4,284
                                                                                                                            ======                            ======


    Covanta Holding Corporation                                                                           Exhibit 3

    Condensed Consolidated Statements of Cash Flow


                                                                                    Nine Months Ended September 30,

                                                                                          2017                  2016
                                                                                          ----                  ----

                                                                                     (Unaudited, in millions)

    OPERATING ACTIVITIES:

    Net loss                                                                                      $(74)                     $(12)

    Adjustments to reconcile net loss to net cash provided by operating activities:

    Depreciation and amortization expense                                                  155                          155

    Amortization of deferred debt financing costs                                            5                            5

    Loss (gain) on asset sales (a)                                                           6                         (43)

    Impairment charges (a)                                                                   1                           19

    Loss on extinguishment of debt                                                          13                            -

    Stock-based compensation expense                                                        16                           13

    Equity in net income from unconsolidated investments                                   (1)                         (3)

    Deferred income taxes                                                                  (7)                           3

    Other, net                                                                               -                           3

    Change in restricted funds held in trust                                                18                           22

    Change in working capital, net of effects of acquisitions                             (18)                        (12)
                                                                                           ---                          ---

    Net cash provided by operating activities                                              114                          150
                                                                                           ---                          ---

    INVESTING ACTIVITIES:

    Purchase of property, plant and equipment                                            (218)                       (282)

    Acquisition of businesses, net of cash acquired                                       (16)                         (9)

    Proceeds from asset sales                                                                -                         107

    Property insurance proceeds                                                              5                            2

    Other, net                                                                             (6)                           4
                                                                                           ---                          ---

    Net cash used in investing activities                                                (235)                       (178)
                                                                                          ----                         ----

    FINANCING ACTIVITIES:

    Proceeds from borrowings on long-term debt                                             400                            -

    Proceeds from borrowings on revolving credit facility                                  806                          658

    Proceeds from borrowing on Dublin project financing                                     71                          139

    Payments of borrowings on revolving credit facility                                  (676)                       (623)

    Payments on long-term debt                                                           (413)                         (2)

    Payments on equipment financing capital leases                                         (4)                         (3)

    Payments on project debt                                                              (20)                        (17)

    Payment of deferred financing costs                                                    (9)                         (5)

    Cash dividends paid to stockholders                                                   (98)                        (98)

    Change in restricted funds held in trust                                                 4                           19

    Common stock repurchased                                                                 -                        (20)

    Other, net                                                                               9                          (4)
                                                                                           ---                          ---

    Net cash provided by financing activities                                               70                           44
                                                                                           ---                          ---

    Effect of exchange rate changes on cash and cash equivalents                             4                            1
                                                                                           ---                          ---

    Net (decrease) increase in cash and cash equivalents                                  (47)                          17

    Cash and cash equivalents at beginning of period                                        84                           96
                                                                                           ---                          ---

    Cash and cash equivalents at end of period                                                      $37                       $113
                                                                                                    ===                       ====


    (a)  For additional information, see Exhibit 4 of this Press Release.


    Covanta Holding Corporation                                                                                                                                                                                                       Exhibit 4

    Consolidated Reconciliation of Net Income (Loss) and Net Cash Provided by Operating Activities to
       Adjusted EBITDA


                                                                                                                                                            Three Months Ended                     Nine Months Ended
                                                                                                                                                              September 30,                          September 30,

                                                                                                                                                           2017                  2016               2017                 2016
                                                                                                                                                           ----                  ----               ----                 ----

                                                                                                                                                                          (Unaudited, in millions)

    Net Income (Loss)                                                                                                                                                $15                                     $54               $(74)            $(12)

    Depreciation and amortization expense                                                                                                                    51                                52                        155      155

    Interest expense, net                                                                                                                                    35                                35                        106      103

    Income tax (benefit) expense                                                                                                                            (2)                               12                        (5)       5

    Impairment charges (a)                                                                                                                                    -                                -                         1       19

    (Gain) loss on asset sales (b)                                                                                                                            -                             (43)                         6     (43)

    Loss on extinguishment of debt                                                                                                                            -                                -                        13        -

    Property insurance recoveries, net (c)                                                                                                                    1                                 -                       (2)       -

    Adjustments for changes in working capital and other items:

    Capital type expenditures at service fee operated facilities (d)                                                                                         10                                 6                         36       29

    Debt service billings in excess of revenue recognized                                                                                                     2                                 1                          4        3

    Severance and reorganization costs                                                                                                                        -                                1                          1        3

    Stock-based compensation expense                                                                                                                          5                                 4                         16       13

    Other non-cash items                                                                                                                                      -                                -                         3        4

    Other (e)                                                                                                                                                 -                                2                          1        3
                                                                                                                                                            ---                              ---                        ---      ---

    Subtotal other adjustments                                                                                                                               17                                14                         61       55
                                                                                                                                                            ---                               ---                        ---      ---

    Total adjustments                                                                                                                                       102                                70                        335      294

    Adjusted EBITDA                                                                                                                                                 $117                                    $124                $261              $282
                                                                                                                                                                    ====                                    ====                ====              ====

    Capital type expenditures at service fee operated facilities (d)                                                                                       (10)                              (6)                      (36)    (29)

    Cash paid for interest, net of capitalized interest                                                                                                    (33)                             (24)                     (100)    (91)

    Cash paid for taxes, net                                                                                                                                  1                               (3)                         -     (7)

    Adjustment for working capital and other                                                                                                                 13                               (3)                      (11)     (5)
                                                                                                                                                            ---                               ---                        ---      ---

    Net cash provided by operating activities                                                                                                                        $88                                     $88                $114              $150
                                                                                                                                                                     ===                                     ===                ====              ====


    (a)    During the nine months ended September 30, 2016, we recorded a non-cash impairment totaling $19 million, which primarily consisted of $13
            million related to the previously planned closure of our Pittsfield EfW facility in March 2017, which we now continue to operate and $3 million
            related to an investment in a joint venture to recover and recycle metals. See Results of Operations - Impairment charges discussion above.

    (b)    During the nine months ended September 30, 2017, we recorded a $6 million charge for indemnification claims related to the sale of our interests
            in China, which was completed in 2016.  During the three months ended September 30, 2016, we recorded a $41 million gain on the sale of our
            interests in China.

    (c)    During the nine months ended September 30, 2017, we recorded a $2 million property insurance gain related to our property insurance recoveries.

    (d)    Adjustment for impact of adoption of  FASB ASC 853 - Service Concession Arrangements.  These types of expenditures at our service fee
            operated facilities were historically capitalized prior to adoption of this new accounting standard effective January 1, 2015.

    (e)    Includes certain other items that are added back under the definition of Adjusted EBITDA in Covanta Energy, LLC's credit agreement.


    Covanta Holding Corporation                                                                                                                                                                                                                         Exhibit 5

    Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow


                                                                                                                                                              Three Months Ended                           Nine Months Ended             Full  Year
                                                                                                                                                                September 30,                                September 30,             Estimated 2017


                                                                                                                                                             2017                  2016                    2017                  2016
                                                                                                                                                             ----                  ----                    ----                  ----

                                                                                                                                                                            (Unaudited, in millions)

    Net cash provided by operating activities                                                                                                                          $88                                           $88                  $114                   $150                   $210 - $270

    Less: Maintenance capital expenditures (a)                                                                                                               (20)                             (14)                            (84)      (82)                          (110) - (120)
                                                                                                                                                              ---                               ---                              ---        ---                            ------------

    Free Cash Flow                                                                                                                                                     $68                                           $74                   $30                    $68                   $100 - $150
                                                                                                                                                                       ===                                           ===                   ===                    ===                   ===========


    Uses of Free Cash Flow
    ----------------------

    Investments:

    Growth investments (b)                                                                                                                                           $(43)                                        $(84)               $(138)                $(209)

    Property insurance proceeds                                                                                                                                 -                                2                                5          2

    Capital expenditures associated with property insurance events                                                                                            (4)                                -                            (13)         -

    Other investing activities, net                                                                                                                           (2)                                4                              (5)         6
                                                                                                                                                              ---                               ---                              ---        ---

    Total investments                                                                                                                                                $(49)                                        $(78)               $(151)                $(201)
                                                                                                                                                                      ----                                          ----                 -----                  -----


    Return of capital to stockholders:

    Cash dividends paid to stockholders                                                                                                                              $(33)                                        $(33)                $(98)                 $(98)

    Common stock repurchased                                                                                                                                    -                                -                               -      (20)

    Total return of capital to stockholders                                                                                                                          $(33)                                        $(33)                $(98)                $(118)
                                                                                                                                                                      ----                                          ----                  ----                  -----


    Capital raising activities:

    Net proceeds from issuance of corporate debt (c)                                                                                                            $        -                                  $         -                 $393            $         -

    Net proceeds from Dublin financing                                                                                                                         11                                60                               69        134

    Change in restricted funds held in trust                                                                                                                    2                                 4                                2         17

    Proceeds from sale of China assets                                                                                                                          -                              105                                -       105

    Net proceeds from capital raising activities                                                                                                                       $13                                          $169                  $464                   $256
                                                                                                                                                                       ---                                          ----                  ----                   ----


    Debt repayments:

    Net cash used for scheduled principal payments on corporate                                                                                                       $(1)                                         $(1)                 $(3)                  $(2)
       debt

    Net cash used for principal payments on project debt (d)                                                                                                 (11)                             (11)                            (18)      (15)

    Voluntary prepayment of corporate debt                                                                                                                      -                                -                           (410)         -

    Payments of equipment financing capital leases                                                                                                            (2)                              (1)                             (4)       (3)
                                                                                                                                                              ---                               ---                              ---        ---

    Total debt repayments                                                                                                                                            $(14)                                        $(13)               $(435)                 $(20)
                                                                                                                                                                      ----                                          ----                 -----                   ----


    Borrowing activities - Revolving credit facility, net                                                                                                             $(2)                                       $(110)                 $130                    $35


    Other financing activities, net                                                                                                                             5                               (3)                               9        (4)

    Effect of exchange rate changes on cash and cash equivalents                                                                                                1                               (1)                               4          1
                                                                                                                                                              ---                               ---                              ---        ---

    Net change in cash and cash equivalents                                                                                                                          $(11)                                           $5                 $(47)                   $17
                                                                                                                                                                      ====                                           ===                  ====                    ===







    (a)  Purchases of property, plant and equipment are also referred to as capital expenditures. Capital expenditures that primarily maintain existing
          facilities are classified as maintenance capital expenditures.  The following table provides the components of total purchases of property, plant
          and equipment:


                                                                                                                                                            Three Months Ended                       Nine Months Ended
                                                                                                                                                              September 30,                            September 30,

                                                                                                                                                             2017                  2016                    2017                  2016
                                                                                                                                                             ----                  ----                    ----                  ----

    Maintenance capital expenditures                                                                                                                                 $(20)                                        $(14)                $(84)                 $(82)
                                                                                                                                                                      ----                                          ----                  ----                   ----

    Capital expenditures associated with construction of Dublin                                                                                              (35)                             (59)                            (91)     (132)
      EfW facility

    Capital expenditures associated with organic growth initiatives                                                                                           (7)                             (16)                            (27)      (38)

    Capital expenditures associated with the New York City MTS                                                                                                  -                                -                               -       (3)
      contract

    Capital expenditures associated with Essex County EfW                                                                                                       -                              (9)                             (3)      (27)
      emissions control system


    Total capital expenditures associated with growth investments                                                                                            (42)                             (84)                           (121)     (200)
                                                                                                                                                              ---                               ---                             ----       ----

    Capital expenditures associated with property insurance events                                                                                            (4)                                -                            (13)         -
                                                                                                                                                              ---                               ---                             ---        ---

    Total purchases of property, plant and equipment                                                                                                                 $(66)                                        $(98)               $(218)                $(282)
                                                                                                                                                                      ====                                          ====                 =====                  =====


    (b)  Growth investments include investments in growth opportunities, including organic growth initiatives, technology, business development, and
          other similar expenditures.


    Capital expenditures associated with growth investments                                                                                                          $(42)                                        $(84)               $(121)                $(200)

    Asset and business acquisitions                                                                                                                           (1)                                -                            (17)       (9)
                                                                                                                                                              ---                               ---                             ---        ---

    Total growth investments                                                                                                                                         $(43)                                        $(84)               $(138)                $(209)
                                                                                                                                                                      ====                                          ====                 =====                  =====


    (c)  Excludes borrowings under Revolving Credit Facility. Calculated as follows:


    Proceeds from borrowings on long-term debt                                                                                                                  $        -                                  $         -                 $400            $         -

    Less: Financing costs related to issuance of long-term debt                                                                                                 -                                -                             (7)         -
                                                                                                                                                              ---                              ---                             ---        ---

    Net proceeds from issuance of corporate debt                                                                                                                $        -                                  $         -                 $393            $         -
                                                                                                                                                              ===      ===                                ===       ===                 ====          ===       ===


    (d)  Calculated as follows:


    Total principal payments on project debt                                                                                                                          $(8)                                         $(8)                $(20)                 $(17)

    Change in related restricted funds held in trust                                                                                                          (3)                              (3)                               2          2
                                                                                                                                                              ---                               ---                              ---

    Net cash used for principal payments on project debt                                                                                                             $(11)                                        $(11)                $(18)                 $(15)
                                                                                                                                                                      ====                                          ====                  ====                   ====


    Covanta Holding Corporation                                                                                              Exhibit 6

    Reconciliation of Diluted Loss Per Share to Adjusted EPS


                                             Three Months Ended                            Nine Months Ended
                                               September 30,                                 September 30,

                                            2017                  2016                      2017               2016
                                            ----                  ----                      ----               ----

                                                                 (Unaudited)

    Diluted Income
     (Loss) Per
     Share                                          $0.11                                          $0.42            $(0.58)            $(0.09)

    Reconciling
     Items (a)                              0.01                            (0.24)                           0.11    (0.14)
                                            ----                             -----                            ----     -----

    Adjusted EPS                                    $0.12                                          $0.18            $(0.47)            $(0.23)
                                                    =====                                          =====             ======              ======


    (a) For details related to the Reconciling Items, see Exhibit 6A of this Press Release.


    Covanta Holding Corporation                                                                                                                                                                                           Exhibit 6A

    Reconciling Items


                                                                                                                                            Three Months Ended                        Nine Months Ended
                                                                                                                                              September 30,                             September 30,

                                                                                                                                           2017                             2016                      2017           2016
                                                                                                                                           ----                             ----                      ----           ----

                                                                                                                                                             (Unaudited)
                                                                                                                                               (In millions, except per share amounts)

    Reconciling Items
    -----------------

    Impairment charges (a)                                                                                                                    $                   -                                    $        -           $1          $19

    (Gain) loss on asset sales (a)                                                                                                            -                                        (43)                          6     (43)

    Property insurance recoveries (a)                                                                                                         1                                            -                        (2)       -

    Severance and reorganization costs                                                                                                        -                                           -                          1        2

    Loss on extinguishment of debt                                                                                                            -                                           -                         13        -

    Effect on income of derivative instruments not designated as hedging instruments                                                          -                                           1                           -       2

    Effect of foreign exchange loss on indebtedness                                                                                         (1)                                           -                        (2)     (1)
                                                                                                                                            ---                                          ---                        ---      ---

    Total Reconciling Items, pre-tax                                                                                                          -                                        (42)                         17     (21)

    Pro forma income tax impact (b)                                                                                                           -                                          10                         (5)       2

    Grantor trust activity                                                                                                                    1                                            1                         (2)       1
                                                                                                                                            ---                                          ---                         ---      ---

    Total Reconciling Items, net of tax                                                                                                                          $1                                          $(31)          $14        $(18)
                                                                                                                                                                ===                                           ====           ===         ====

    Diluted Per Share Impact                                                                                                                                  $0.01                                        $(0.24)        $0.11      $(0.14)
                                                                                                                                                              =====                                         ======         =====       ======

    Weighted Average Diluted Shares Outstanding                                                                                             131                                          131                         129      129
                                                                                                                                            ===                                          ===                         ===      ===


    (a) For additional information, see Exhibit 4 of this Press Release.

    (b) We calculate the federal and state tax impact of each item using the statutory federal tax rate and applicable blended state rate.


    Covanta Holding
     Corporation                                                           Exhibit 7

    Supplemental Information

    (Unaudited, $ in
     millions)

                                                           Three Months Ended
                                                             September 30,

                                                          2017                  2016
                                                          ----                  ----

    Revenue:

    Waste and service:

    EfW waste
     processing                                                    $238                          $241

     Environmental
     services
     (a)                                                    32                                26

    Municipal
     services
     (b)                                                    50                                48

    Other
     revenue
     (c)                                                    12                                10

     Intercompany
     (d)                                                  (26)                             (26)
                                                           ---                               ---

    Total waste
     and
     service                                               306                               299

    Energy:

    Energy
     Sales                                                  68                                81

    Capacity                                                12                                11

    Total
     energy
     revenue                                                80                                92

    Recycled metals:

    Ferrous                                                 13                                 8

    Non-ferrous                                             10                                 6
                                                           ---                               ---

    Total
     recycled
     metals                                                 23                                14

    Other
     revenue                                                20                                16
                                                           ---                               ---

    Total
     revenue                                                       $429                          $421
                                                                   ----                          ----


    Operating expense:

    Plant operating expense:

    Plant
     maintenance                                                    $57                           $48

    Other plant
     operating
     expense                                               243                               224
                                                           ---                               ---

    Total plant
     operating
     expense                                               301                               272

    Other
     operating
     expense                                                 7                                14

    General and
     administrative                                         24                                23

     Depreciation
     and
     amortization                                           51                                52

    Total
     operating
     expense                                                       $383                          $361
                                                                   ----                          ----


    Operating
     Income                                                         $46                           $60
                                                                    ===                           ===



    (a) Includes the operation of material processing facilities and related services.

    (b) Consists of transfer stations and transportation component of NYC MTS contract.

    (c) Includes waste brokerage, debt service and other revenue unrelated to EfW waste
     processing.

    (d) Consists of elimination of intercompany transactions primarily relating to transfer
     stations.

    Note: Certain amounts may not total due to rounding.



    Covanta Holding Corporation                                                                                                                                                                                                                  Exhibit 8

    Revenue and Operating Income Changes - Q3 2016 to Q3 2017

    (Unaudited, $ in millions)


                                                                                           Organic Growth (a)                     Contract Transitions (b)

                                                                    Q3 2016               Total                      %                  Waste                   PPA                    Trans-                  Total Changes    Q3 2017
                                                                                                                                                                                  actions (c)
                                                                                                                                                                                                                                     ---

    REVENUE:

    Waste and service:

    EfW waste processing                                                         $241                                           $(5)                            -2.3%                                                      $3                  $             -               $       -               $(3)         $238

    Environmental services                                                26                                 4                              14.4%                                 -                                          -                 3                         6                32

    Municipal services                                                    48                                 2                               4.7%                                 -                                          -                 -                        2                50

    Other revenue                                                         10                                 3                              26.6%                                 -                                          -                 -                        2                12

    Intercompany                                                        (26)                                -                                                      -                                       -                           -                         -              (26)
                                                                         ---                               ---                                                    ---                                     ---                         ---                       ---               ---

    Total waste and service                                              299                                 3                               0.9%                                 2                                           -                 3                         8               306

    Energy:

    Energy Sales                                                          81                               (7)                             -8.1%                                 1                                         (7)                 -                     (13)               68

    Capacity                                                              11                                 2                              20.7%                                 -                                        (2)                 -                        1                12
                                                                         ---                               ---                                                                  ---                                        ---                ---                      ---               ---

    Total energy revenue                                                  92                               (4)                             -4.3%                                 1                                         (9)                 -                     (12)               80

    Recycled metals:

    Ferrous                                                                8                                 4                              52.5%                                 -                                          -                 -                        4                13

    Non-ferrous                                                            6                                 4                              74.2%                                 -                                          -                 -                        4                10
                                                                         ---                               ---                                                                  ---                                        ---               ---                      ---               ---

    Total recycled metals                                                 14                                 9                              61.3%                                 -                                          -                 -                        9                23

    Other revenue                                                         16                                 4                              26.2%                                 -                                          -                 -                        4                20
                                                                         ---                               ---                                                                  ---                                        ---               ---                      ---               ---

    Total revenue                                                                $421                                            $12                              2.7%                                                      $3                             $(9)                      $3                  $9          $429


    OPERATING EXPENSE:

    Plant operating expense:

    Plant maintenance                                                             $48                                             $9                             18.1%                                       $               -                 $             -               $       -                 $9           $57

    Other plant operating expense                                        224                                18                               8.0%                                 2                                           -                 -                       20               243
                                                                         ---                               ---                                                                  ---                                         ---               ---                      ---               ---

    Total plant operating expense                                        272                                27                               9.8%                                 2                                           -                 1                        29               301

    Other operating                                                       14                                 -                                                    (8)                                       -                           -                       (8)                 7
      expense (income)

    General and                                                           23                                 1                                                       -                                       -                           -                         1                 24
      administrative

    Depreciation and amortization                                         52                               (1)                                                      -                                       -                           -                         -                51
                                                                         ---                               ---                                                     ---                                     ---                         ---                       ---               ---

    Total operating expense (income)                                             $361                                            $27                                                                      $(6)                           $     -                            $1                  $22         $383
                                                                                 ----                                            ---                                                                       ---                          ---   ---                           ---                  ---         ----

    Operating Income                                                              $60                                          $(16)                                                                       $9                               $(9)                            $2                $(13)         $46
      (Loss) excluding
      Impairment Charges



    (a) Reflects performance on a comparable period-over-period basis, excluding the impacts of transitions and transactions.

    (b) Includes the impact of the expiration of: (1) long-term major waste and service contracts, most typically representing the transition to a new contract structure, and (2) long-term energy contracts.

    (c) Includes the impacts of acquisitions, divestitures, new projects and the addition or loss of operating contracts.


    Note: Excludes impairment charges.

    Note: Certain amounts may not total due to rounding.



    North America - Operating Metrics                                  Exhibit 9

    (Unaudited)

                                                      Three Months Ended
                                                        September 30,

                                                    2017                    2016
                                                    ----                    ----

    EfW Waste
    ---------

    Tons: (in millions)

    Contracted                                       4.2                                 4.6

    Uncontracted                                     0.5                                 0.5
                                                     ---                                 ---

    Total tons                                       4.7                                 5.1

    Revenue per ton:

    Contracted                                              $47.63                                           $44.21

    Uncontracted                                            $77.62                                           $76.76

    Average revenue per ton                                 $50.82                                           $47.45

    EfW Energy
    ----------

    Energy sales: (MWh in millions)

    Contracted                                       0.6                                 0.8

    Hedged                                           0.7                                 0.5

    Market                                           0.2                                 0.2
                                                     ---                                 ---

    Total energy sales                               1.5                                 1.5

    Market sales by geography:

    PJM East                                           -                                0.1

    NEPOOL                                           0.1                                   -

    NYISO                                              -                                  -

    Other                                            0.1                                 0.1

    Revenue per MWh (excludes capacity):

    Contracted                                              $66.58                                           $65.82

    Hedged                                                  $32.25                                           $37.98

    Market                                                  $25.79                                           $37.32

    Average revenue per MWh                                 $45.83                                           $52.63

    Metals
    ------

    Tons Recovered: (in thousands)

    Ferrous                                           98                                 101

    Non-ferrous                                       10                                   9

    Tons Sold: (in thousands)

    Ferrous                                           81                                  72

    Non-ferrous                                        8                                  10

    Revenue per ton:

    Ferrous                                                   $158                                             $117

    Non-ferrous                                             $1,201                                             $581

    EfW plant operating expense: ($ in
     millions)
    ----------------------------------

    Plant operating expense
     -gross                                                   $234                                             $217

    Less: Client pass-
     through costs                                  (14)                                (9)

    Less: REC sales -
     contra-expense                                  (3)                                (2)
                                                     ---                                 ---

    Plant operating expense
     -reported                                                $216                                             $205

    Client pass-throughs
     as % of gross costs                            6.0%                               4.3%


    Note: Waste volume includes solid tons only. Metals and energy volume are presented net of client revenue sharing.
     Steam sales are converted to MWh equivalent at an assumed average rate of 11 klbs of steam /MWh. Uncontracted
     energy sales include sales under PPAs that are based on market prices.

    Note: Certain amounts may not total due to rounding.

Discussion of Non-GAAP Financial Measures
We use a number of different financial measures, both United States generally accepted accounting principles ("GAAP") and non-GAAP, in assessing the overall performance of our business. To supplement our assessment of results prepared in accordance with GAAP, we use the measures of Adjusted EBITDA, Free Cash Flow, and Adjusted EPS, which are non-GAAP measures as defined by the Securities and Exchange Commission. The non-GAAP financial measures of Adjusted EBITDA, Free Cash Flow, and Adjusted EPS as described below, and used in the tables above, are not intended as a substitute or as an alternative to net income, cash flow provided by operating activities or diluted earnings per share as indicators of our performance or liquidity or any other measures of performance or liquidity derived in accordance with GAAP. In addition, our non-GAAP financial measures may be different from non-GAAP measures used by other companies, limiting their usefulness for comparison purposes.

The presentations of Adjusted EBITDA, Free Cash Flow and Adjusted EPS are intended to enhance the usefulness of our financial information by providing measures which management internally use to assess and evaluate the overall performance of its business and those of possible acquisition candidates, and highlight trends in the overall business.

Adjusted EBITDA
We use Adjusted EBITDA to provide further information that is useful to an understanding of the financial covenants contained in the credit facilities as of September 30, 2017 of our most significant subsidiary, Covanta Energy, LLC, ("Covanta Energy"), through which we conduct our core waste and energy services business, and as additional ways of viewing aspects of its operations that, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of our core business. The calculation of Adjusted EBITDA is based on the definition in Covanta Energy's credit facilities as of September 30, 2017, which we have guaranteed. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income. Because our business is substantially comprised of that of Covanta Energy, our financial performance is substantially similar to that of Covanta Energy. For this reason, and in order to avoid use of multiple financial measures which are not all from the same entity, the calculation of Adjusted EBITDA and other financial measures presented herein are ours, measured on a consolidated basis.

Under the credit facilities as of September 30, 2017, Covanta Energy is required to satisfy certain financial covenants, including certain ratios of which Adjusted EBITDA is an important component. Compliance with such financial covenants is expected to be the principal limiting factor which will affect our ability to engage in a broad range of activities in furtherance of our business, including making certain investments, acquiring businesses and incurring additional debt. Covanta Energy was in compliance with these covenants as of September 30, 2017. Failure to comply with such financial covenants could result in a default under these credit facilities, which default would have a material adverse effect on our financial condition and liquidity.

These financial covenants are measured on a trailing four quarter period basis and the material covenants are as follows:

    --  maximum Covanta Energy leverage ratio of 4.00 to 1.00, which measures
        Covanta Energy's Consolidated Adjusted Debt (which is the principal
        amount of its consolidated debt less certain restricted funds dedicated
        to repayment of project debt principal and construction costs) to its
        Adjusted EBITDA (which for purposes of calculating the leverage ratio
        and interest coverage ratio, is adjusted on a pro forma basis for
        acquisitions and dispositions made during the relevant period); and
    --  minimum Covanta Energy interest coverage ratio of 3.00 to 1.00, which
        measures Covanta Energy's Adjusted EBITDA to its consolidated interest
        expense plus certain interest expense of ours, to the extent paid by
        Covanta Energy.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the three and nine months ended September 30, 2017 and 2016, reconciled for each such period to net income and cash flow provided by operating activities, which are believed to be the most directly comparable measures under GAAP.

Our projected full year 2017 Adjusted EBITDA is not based on GAAP net income/loss and is anticipated to be adjusted to exclude the effects of events or circumstances in 2017 that are not representative or indicative of our results of operations. Projected GAAP net income/loss for the full year would require inclusion of the projected impact of future excluded items, including items that are not currently determinable, but may be significant, such as asset impairments and one-time items, charges, gains or losses from divestitures, or other items. Due to the uncertainty of the likelihood, amount and timing of any such items, we do not have information available to provide a quantitative reconciliation of full year 2017 projected net income/loss to an Adjusted EBITDA projection.

Free Cash Flow

Free Cash Flow is defined as cash flow provided by operating activities, less maintenance capital expenditures, which are capital expenditures primarily to maintain our existing facilities. We use the non-GAAP measure of Free Cash Flow as a criterion of liquidity and performance-based components of employee compensation. We use Free Cash Flow as a measure of liquidity to determine amounts we can reinvest in our core businesses, such as amounts available to make acquisitions, invest in construction of new projects, make principal payments on debt, or amounts we can return to our stockholders through dividends and/or stock repurchases.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow for the three and nine months ended September 30, 2017 and 2016, reconciled for each such period to cash flow provided by operating activities, which we believe to be the most directly comparable measure under GAAP.

Adjusted EPS

Adjusted EPS excludes certain income and expense items that are not representative of our ongoing business and operations, which are included in the calculation of Diluted Earnings Per Share in accordance with GAAP. The following items are not all-inclusive, but are examples of reconciling items in prior comparative and future periods. They would include impairment charges, the effect of derivative instruments not designated as hedging instruments, significant gains or losses from the disposition or restructuring of businesses, gains and losses on assets held for sale, transaction-related costs, income and loss on the extinguishment of debt and other significant items that would not be representative of our ongoing business.

We will use the non-GAAP measure of Adjusted EPS to enhance the usefulness of our financial information by providing a measure which management internally uses to assess and evaluate the overall performance and highlight trends in the ongoing business.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EPS for the three and nine months ended September 30, 2017 and 2016, reconciled for each such period to diluted income per share, which is believed to be the most directly comparable measure under GAAP.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release constitute "forward-looking" statements as defined in Section 27A of the Securities Act of 1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries ("Covanta") or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words "plan," "believe," "expect," "anticipate," "intend," "estimate," "project," "may," "will," "would," "could," "should," "seeks," or "scheduled to," or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the "safe harbor" provisions of such laws. Covanta cautions investors that any forward-looking statements made by us are not guarantees or indicative of future performance. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include, but are not limited to:

    --  seasonal or long-term fluctuations in the prices of energy, waste
        disposal, scrap metal and commodities, and our ability to renew or
        replace expiring contracts at comparable pricing;
    --  adoption of new laws and regulations in the United States and abroad,
        including energy laws, environmental laws, labor laws and healthcare
        laws;
    --  our ability to avoid adverse publicity relating to our business
        expansion efforts;
    --  advances in technology;
    --  difficulties in the operation of our facilities, including fuel supply
        and energy delivery interruptions, failure to obtain regulatory
        approvals, equipment failures, labor disputes and work stoppages, and
        weather interference and catastrophic events;
    --  failure to maintain historical performance levels at our facilities and
        our ability to retain the rights to operate facilities we do not own;
    --  difficulties in the financing, development and construction of new
        projects and expansions, including increased construction costs and
        delays;
    --  our ability to realize the benefits of long-term business development
        and bear the costs of business development over time;
    --  our ability to utilize net operating loss carryforwards;
    --  limits of insurance coverage;
    --  our ability to avoid defaults under our long-term contracts;
    --  performance of third parties under our contracts and such third parties'
        observance of laws and regulations;
    --  concentration of suppliers and customers;
    --  geographic concentration of facilities;
    --  increased competitiveness in the energy and waste industries;
    --  changes in foreign currency exchange rates;
    --  limitations imposed by our existing indebtedness and our ability to
        perform our financial obligations and guarantees and to refinance our
        existing indebtedness;
    --  exposure to counterparty credit risk and instability of financial
        institutions in connection with financing transactions;
    --  the scalability of our business;
    --  restrictions in our certificate of incorporation and debt documents
        regarding strategic alternatives;
    --  failures of disclosure controls and procedures and internal controls
        over financial reporting;
    --  our ability to attract and retain talented people;
    --  general economic conditions in the United States and abroad, including
        the availability of credit and debt financing; and
    --  other risks and uncertainties affecting our businesses described in Item
        1A. Risk Factors of Covanta's Annual Report on Form 10-K for the year
        ended December 31, 2016 and in other filings by Covanta with the SEC.

Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and we do not have, or undertake, any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

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