Covanta Holding Corporation Reports 2019 Second Quarter Results And Revises 2019 Adjusted EBITDA Guidance

MORRISTOWN, N.J., July 25, 2019 /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 six months ended June 30, 2019.


                                             Three Months Ended
                               June 30,


                            2019                   2018

                                                   ---



                                  (Unaudited, $ in
                                   millions)


     Revenue                $467                   $454


     Net loss              $(21)                 $(31)


     Adjusted
      EBITDA                 $94                   $103


     Net cash
      provided by
      operating
      activities             $50                    $60


     Free Cash
      Flow                   $21                    $26


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

"During the second quarter, our team focused on executing our operating and strategic plans, with solid results," said Covanta's President and CEO Stephen J. Jones. "Our plants are on track for another year of record production, we capitalized on a strong waste market to drive tip fee prices over 5%, and we advanced towards our goal of having four new plants in construction in the UK. While recent volatility in commodity prices is causing us to revise our 2019 financial guidance, our longer term targets are unchanged as they are not predicated on short-term commodity price movements. Rather, these targets reflect our ability to continue driving underlying organic growth while expanding our business through project development in both new and existing markets."

More detail on our second quarter results can be found in the exhibits to this release and in our second quarter 2019 earnings presentation found in the Investor Relations section of the Covanta website at www.covanta.com.

2019 Guidance

The Company revised 2019 Adjusted EBITDA guidance and reaffirmed 2019 Free Cash Flow guidance:

(In millions)


                              2019 Guidance
                                   Range



                     Metric      Current          Initial        2018
                                                          Actual

    ---

        Adjusted EBITDA     
       $420 - $445 
     $440 - $465        $457

    ---


       Free Cash Flow      
       $120 - $145 
     $120 - $145        $100

    ---

                            Reconciliations of non-GAAP measures
                             can be found in the exhibits to this
                             press release
    Guidance as of July 25, 2019.

Conference Call Information
Covanta will host a conference call at 8:30 AM (Eastern) on Friday, July 26, 2019 to discuss its second quarter results.

The conference call will begin with prepared remarks, which will be followed by a question and answer session. To participate, please dial 1-833-238-7947 approximately 10 minutes prior to the scheduled start of the call. If calling outside of the United States, please dial 1-647-689-4195. 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 ("EfW") facilities safely convert approximately 21 million tons of waste from municipalities and businesses into clean, renewable electricity to power one million homes and recycle over 600,000 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, as amended (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. For additional information see the Cautionary Note Regarding Forward-Looking Statements at the end of the Exhibits.



            
                Covanta Holding Corporation                                                                                                                                                          
              
     Exhibit 1



            
                Consolidated Statements of Operations




                                                                                                          Three Months Ended                                              Six Months Ended
                                                                                                   June 30,                                                       June 30,


                                                                                           2019                                  2018                     2019                                  2018





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



            
                OPERATING REVENUE:



            Waste and service revenue                                                                   $
              359                                                     $
              333                $
           686                     $
         645



            Energy revenue                                                                  72                                                76                                               166                   176



            Recycled metals revenue                                                         21                                                25                                                42                    49



            Other operating revenue                                                         15                                                20                                                26                    42




            Total operating revenue                                                        467                                               454                                               920                   912




            
                OPERATING EXPENSE:



            Plant operating expense                                                        354                                               334                                               713                   679



            Other operating expense, net                                                    16                                                19                                                33                    27



            General and administrative expense                                              31                                                27                                                61                    58



            Depreciation and amortization expense                                           55                                                55                                               110                   109



            Impairment charges (a)                                                           1                                                37                                                 1                    37




            Total operating expense                                                        457                                               472                                               918                   910




            
                Operating income (loss)                                            10                                              (18)                                                2                     2




            
                OTHER (EXPENSE) INCOME:



            Interest expense                                                              (36)                                             (36)                                             (72)                 (74)



            Net (loss) gain on sale of business and investments (a)                        (2)                                                                                                48                   210



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




            Total other (expense) income                                                  (37)                                             (37)                                             (22)                  135




            
                (Loss) income before income tax benefit and equity in net income (27)                                             (55)                                             (20)                  137
      from unconsolidated investments



            Income tax benefit                                                               3                                                22                                                 1                    31



            Equity in net income from unconsolidated investments                             3                                                 2                                                 3                     2




            
                Net (loss) income                                                     $
         
                (21)                                       $
             
                (31)          $
      
            (16)                $
     
           170






            
                Weighted Average Common Shares Outstanding:



            Basic                                                                          131                                               130                                               131                   130




            Diluted                                                                        131                                               130                                               131                   132






            
                (Loss) Earnings Per Share:



            Basic                                                                                    $
              (0.16)                                                 $
              (0.24)             $
          (0.12)                   $
         1.31




            Diluted                                                                                  $
              (0.16)                                                 $
              (0.24)             $
          (0.12)                   $
         1.29






            
                Cash Dividend Declared Per Share                                              $
              0.25                                                    $
              0.25               $
           0.50                    $
         0.50






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


                   Covanta Holding Corporation                                   
       
     Exhibit 2


                   Consolidated Balance Sheets




                                                       
              
                As of



                                                  June 30,                              December 31,
                                                       2019                                      2018





                                                (Unaudited)


       
              
                ASSETS           (In millions, except per share
                                                 amounts)


                   Current:


      Cash and cash equivalents                                 $
              102                                 $
        58


      Restricted funds held in trust                     22                                               39


      Receivables (less allowances
       of $8 and $8, respectively)                      318                                              338


      Prepaid expenses and other
       current assets                                    84                                               64


                   Total Current Assets                 526                                              499


      Property, plant and equipment,
       net                                            2,492                                            2,514


      Restricted funds held in trust                      8                                                8


      Intangible assets, net                            269                                              279



     Goodwill                                          321                                              321



     Other assets                                      286                                              222



                   Total Assets                               $
              3,902                              $
        3,843



                      LIABILITIES AND EQUITY


                   Current:


      Current portion of long-term
       debt                                                      $
              16                                 $
        15


      Current portion of project
       debt                                              10                                               19



     Accounts payable                                   61                                               76


      Accrued expenses and other
       current liabilities                              318                                              333


                   Total Current Liabilities            405                                              443



     Long-term debt                                  2,446                                            2,327



     Project debt                                      128                                              133


      Deferred income taxes                             378                                              378



     Other liabilities                                 129                                               75



                   Total Liabilities                  3,486                                            3,356


                   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, outstanding 131
       shares)                                           14                                               14


      Additional paid-in capital                        848                                              841


      Accumulated other
       comprehensive loss                              (27)                                            (33)



     Accumulated deficit                             (419)                                           (334)


      Treasury stock, at par                                                                            (1)



                   Total Equity                         416                                              487


                   Total Liabilities and Equity               $
              3,902                              $
        3,843

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                Covanta Holding Corporation                                                                                                                                                              Exhibit 4



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



             
                    to Adjusted EBITDA




                                                                                                                                          Three Months Ended                                            Six Months Ended
                                                                                                                                    June 30,                                                     June 30,


                                                                                                                          2019                               2018                      2019                                      2018





                                                                                                                                              
              
            (Unaudited, in millions)



             
                Net (loss) income                                                                                   $
          
                (21)                                    $
              
                (31)             $
         
        (16)    $
         
        170



             Depreciation and amortization expense                                                                         55                                             55                                                    110                  109



             Interest expense                                                                                              36                                             36                                                     72                   74



             Income tax benefit                                                                                           (3)                                          (22)                                                   (1)                (31)



             Impairment charges (a)                                                                                         1                                             37                                                      1                   37



             Net loss (gain) on sale of businesses and investments (b)                                                      2                                                                                                 (48)               (210)



             Property insurance recoveries, net                                                                                                                                                                                                   (7)



             Capital type expenditures at client owned facilities (c)                                                       7                                             11                                                     20                   23



             Debt service billings in excess of revenue recognized                                                                                                                                                                                  1



             Business development and transaction costs                                                                     1                                              1                                                      1                    3



             Severance and reorganization costs                                                                             1                                              2                                                      4                    4



             Stock-based compensation expense                                                                               7                                              5                                                     15                   14



             Adjustments to reflect Adjusted EBITDA from unconsolidated                                                     6                                              7                                                     12                   11
      investments



             Other (d)                                                                                                      2                                              2                                                      8                    5




             
                Adjusted EBITDA                                                                                       $
          
                94                                      $
              
                103               $
        
         178     $
        
         203




             Capital type expenditures at client owned facilities (c)                                                     (7)                                          (11)                                                  (20)                (23)



             Cash paid for interest                                                                                      (12)                                          (40)                                                  (59)                (73)



             Cash paid for taxes, net                                                                                     (3)                                           (2)                                                   (4)                 (2)



             Equity in net income from unconsolidated investments                                                         (3)                                           (2)                                                   (3)                 (2)



             Adjustments to reflect Adjusted EBITDA from unconsolidated                                                   (6)                                           (7)                                                  (12)                (11)
      investments



             Dividends from unconsolidated investments                                                                      5                                              1                                                      5                    1



             Adjustment for working capital and other                                                                    (18)                                            18                                                      2                 (30)




             
                Net cash provided by operating activities                                                             $
          
                50                                       $
              
                60                $
        
         87      $
        
         63





     (a) 
     During the six months ended June 30, 2018, we identified an indicator of impairment associated with certain of our EfW facilities and recorded a non-cash impairment charge of $37 million to reduce the carrying value of the facilities to their estimated fair value.


     (b) 
     During the six months ended June 30, 2019, we recorded a $57 million gain related to the Rookery South Energy Recovery Facility development project and a $12 million loss related to the divestiture of our Springfield and Pittsfield EfW facilities.


         
     During the six months ended June 30, 2018, we recorded a $204 million gain on the sale of 50% of our Dublin project to our joint venture with Green Investment Group and $6 million gain on the sale of our remaining interests in China.


     (c)   Adjustment for impact of adoption of FASB ASC 853 -Service Concession Arrangements. These types of capital equipment related expenditures at our service fee operated facilities were historically capitalized prior to adoption of this new accounting standard effective January
            1, 2015 and are capitalized at facilities that we own.


     (d) 
     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                                          Six Months Ended          
       
                Full Year
                                                                                                                             June 30,                                                   June 30,                           Estimated 2019



                                                                                                                     2019                             2018                      2019                                2018





                                                                                                                                      
              
             (Unaudited, in millions)



           
                Net cash provided by operating activities                                                        $
         
                50                                     $
              
                60            $
              
                87      $
          
                63            
      
      $230 - $260



           Add: Changes in restricted funds - operating (a)                                                            5                                          (1)                                               5                             (11) 10



           Less: Maintenance capital expenditures (b)                                                               (34)                                        (33)                                            (65)                            (78)         
          (130 - 120)



           
                Free Cash Flow                                                                                   $
         
                21                                     $
              
                26            $
              
                27    $
          
                (26)           
      
      $120 - $145

                                                                                                                                                                                                                                                                                                          ===




           (a) Adjustment for the impact of the adoption of ASU 2016-18 effective January 1, 2018. As a result of
      adoption, the statement of cash flows explains the change during the period in the total of cash, cash
      equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore,
      changes in restricted funds are eliminated in arriving at net cash, cash equivalents and restricted funds
      provided by operating activities.





           (b) 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                                          Six Months Ended
                                                                                                                             June 30,                                                   June 30,


                                                                                                                     2019                             2018                      2019                                2018




           Maintenance capital expenditures                                                                                    $
              (34)                                               $
              (33)                      $
              (65)            $
              (78)



           Net maintenance capital expenditures paid but                                                                                                         (5)                                             (6)                            (12)
      incurred in prior periods




           Capital expenditures associated with construction                                                                                                     (4)                                                                            (21)
       of Dublin EfW facility



           Capital expenditures associated with the New York                                                         (6)                                                                                        (17)
      City MTS contract



           Capital expenditures associated with organic                                                              (1)                                         (7)                                             (5)                            (15)
      growth initiatives




           Total capital expenditures associated with                                                                (7)                                        (11)                                            (22)                            (36)
      growth investments (c)



           Capital expenditures associated with property                                                                                                                                                                                         (4)
      insurance events




           Total purchases of property, plant and equipment                                                                    $
              (41)                                               $
              (49)                      $
              (93)           $
              (130)






           (c)  Total growth investments represents investments in growth opportunities, including organic growth
       initiatives, technology, business development, and other similar expenditures.



           Capital expenditures associated with growth                                                                          $
              (7)                                               $
              (11)                      $
              (22)            $
              (36)
      investments



           UK business development projects                                                                                                                                                                      (1)



           Investment in equity affiliate                                                                            (5)                                                                                         (8)



           Asset and business acquisitions, net of cash acquired                                                                                                                                                   2                              (5)



           Total growth investments                                                                                            $
              (12)                                               $
              (11)                      $
              (29)            $
              (41)



     
                Covanta Holding Corporation                                                                                                                                              Exhibit 6



     
                Supplemental Information



     
                (Unaudited, $ in millions)


                                                                                                                                                       
        
                Three Months Ended
                                                                                                                                                                  June 30,


                                                                                                                                                  2019                                            2018




     
                REVENUE:



     Waste and service revenue:



     EfW tip fees                                                                                                                                             $
              162                                      $
       156



     EfW service fees                                                                                                                             116                                                   100



     Environmental services (a)                                                                                                                    37                                                    37



     Municipal services (b)                                                                                                                        62                                                    54



     Other (c)                                                                                                                                     10                                                    12



     Intercompany (d)                                                                                                                            (28)                                                 (27)




     Total waste and service                                                                                                                      359                                                   333



     Energy revenue:



     Energy sales                                                                                                                                  58                                                    64



     Capacity                                                                                                                                      12                                                    13



     Other (e)                                                                                                                                      2




     Total energy                                                                                                                                  72                                                    76



     Recycled metals revenue:



     Ferrous                                                                                                                                       13                                                    15



     Non-ferrous                                                                                                                                    8                                                    10




     Total recycled metals                                                                                                                         21                                                    25



     Other revenue (f)                                                                                                                             15                                                    20




     
                Total revenue                                                                                                                        $
        
                467                                $
       
         454






     
                OPERATING EXPENSE:



     Plant operating expense:



     Plant maintenance                                                                                                                                         $
              83                                       $
       79



     Other plant operating expense                                                                                                                272                                                   255




     Total plant operating expense                                                                                                                354                                                   334



     Other operating expense                                                                                                                       16                                                    19



     General and administrative                                                                                                                    31                                                    27



     Depreciation and amortization                                                                                                                 55                                                    55



     Impairment charges                                                                                                                             1                                                    37



     
                Total operating expense                                                                                                              $
        
                457                                $
       
         472






     
                Operating income (loss)                                                                                                               $
        
                10                               $
       
         (18)






     
                Plus: impairment charges                                                                                                          1                                                    37




     
                
                  Operating income excluding impairment charges                                                                          $
        
                11                                 $
       
         19






     (a) Includes the operation of material processing facilities and related services provided by our Covanta Environmental Solutions business.



     (b) Consists of transfer stations and the transportation component of our NYC Marine Transfer Station contract.



     (c) Includes waste brokerage, debt service and other revenue not directly related to EfW waste processing activities.



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



     (e) Primarily components of wholesale load serving revenue not included in Energy sales line, such as transmission and ancillaries.



     (f) Consists primarily of construction revenue.



     Note: Certain amounts may not total due to rounding.



     
                Covanta Holding Corporation                                                                                                                                                                                                                                                                                                                 Exhibit 7



     
                Revenue and Operating Income Changes - Q2 2018 to Q2 2019



     
                (Unaudited, $ in millions)




                                                                                                                                                                                                                                             Contract Transitions (b)



                                                                                                   Q2 2018                                                          Organic                                      %                   Waste                            Transactions (c)                  Total                   Q2 2019
                                                                                                                                                     Growth (a)                                                                                                                                Changes

                                                                                                                                                                                                                                                                                                                                    ---


     
                REVENUE:



     
                Waste and service:



     EfW tip fees                                                                                                        $
              156                                                                                    $
        5                                                 3.5
                                                                                                                                                                                                                                                                                     %                                       $
           5                                $
      (5)                                    $
     5                    $
      162



     EfW service fees                                                                                 100                                                                             7                                                 6.6
                                                                                                                                                                                                                                         %                                               (5)                                         14                16                              116



     Environmental services                                                                            37                                                                                                                                        -              %                                                                                                                                    37



     Municipal services                                                                                54                                                                             3                                                 5.6
                                                                                                                                                                                                                                         %                                                                                            5                 8                               62



     Other revenue                                                                                     12                                                                           (2)                                             (12.5)
                                                                                                                                                                                                                                         %                                               (1)                                                         (3)                              10



     Intercompany                                                                                    (27)                                                                            1                                                                                                                             (1)                  (1)                                   (28)




     
                Total waste and service                                                             333                                                                            14                                                 4.3
                                                                                                                                                                                                                                         %                                               (1)                                         13                27                              359



     
                Energy:



     Energy sales                                                                                      64                                                                           (7)                                             (10.6)
                                                                                                                                                                                                                                         %                                                 2                                         (1)              (6)                              58



     Capacity                                                                                          13                                                                           (1)                                              (6.6)

                                                                                                                                                                                                                                         %                                                                                                           (1)                              12



     Other                                                                                                                                                                           2                                                           -              %                                                                                                         2                            2




     
                Total energy                                                                         76                                                                           (5)                                              (7.1)

                                                                                                                                                                                                                                         %                                                 2                                         (1)              (4)                              72



     
                Recycled metals:



     Ferrous                                                                                           15                                                                           (3)                                             (18.2)
                                                                                                                                                                                                                                         %                                                                                                           (2)                              13



     Non-ferrous                                                                                       10                                                                           (2)                                             (19.9)
                                                                                                                                                                                                                                         %                                                                                                           (2)                               8




     
                Total recycled metals                                                                25                                                                           (5)                                             (18.9)
                                                                                                                                                                                                                                         %                                                                                            1               (4)                              21



     
                Other revenue                                                                        20                                                                           (5)                                             (25.7)
                                                                                                                                                                                                                                         %                                                                                                           (5)                              15




     
                Total revenue                                                                             $
              
                454                                                                           $
        
          (1)                                              (0.2)

                                                                                                                                                                                                                                                                                     %                                   $
     
             1                     $
             
        13                                $
     
       13                $
     
        467





     
                OPERATING EXPENSE:



     
                Plant operating expense:



     Plant maintenance                                                                                                    $
              79                                                                                    $
        3                                                 3.2
                                                                                                                                                                                                                                                                                     %                            
      $                                                  $
      2                                     $
     4                     $
      83



     Other plant operating expense                                                                    255                                                                             8                                                 2.9
                                                                                                                                                                                                                                         %                                                 1                                           8                17                              272




     
                Total plant operating expense                                                       334                                                                            10                                                 3.0
                                                                                                                                                                                                                                         %                                                 1                                          10                21                              354



     
                Other operating expense                                                              19                                                                           (3)                                                                                                                                                 (3)                                     16



     
                General and administrative                                                           27                                                                             3                                                                                                                                                    3                                      31



     
                Depreciation and amortization                                                        55                                                                           (1)                                                                                                                              1                                                           55




     
                Total operating expense                                                                   $
              
                435                                                                             $
        
          8                                                                           $
     
        1                       $
      
         11                                    $
       
          21             $
       
       456



                   Operating income (loss) excluding impairment charges                                       $
              
                19                                                                          $
        
          (10)                                                         
            
          $                                $
      
         2                                   $
        
         (8)             $
       
       11






     (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: Certain amounts may not total due to rounding.


                     Operating Metrics                                                          Exhibit 8



       
                (Unaudited)


                                                                        Three Months Ended
                                                                 June 30,


                                            2019                                                     2018

                                                                                                     ---

                                    EfW Waste

    ---

                     Tons: (in millions)


        Tip fee- contracted                 2.29                                                                 2.32


        Tip fee- uncontracted               0.43                                                                 0.44



       Service fee                         2.70                                                                 2.31




       Total tons                          5.41                                                                 5.07


                     Tip Fee revenue per ton:


        Tip fee- contracted                        $
              54.16                                                  $
       51.52


        Tip fee- uncontracted                      $
              89.06                                                  $
       84.05


        Average tip fee                            $
              59.66                                                  $
       56.68


                                    EfW Energy

    ---

                     Energy sales: (MWh in millions)



       Contracted                          0.47                                                                 0.52



       Hedged                              0.73                                                                 0.81



       Market                              0.37                                                                 0.30



        Total energy                        1.57                                                                 1.62


                     Market sales by geography: (MWh in
                      millions)



       PJM East                             0.2                                                                  0.1



       NEPOOL                               0.1                                                                  0.1



       NYISO                                  -



       Other                                0.1                                                                  0.1


                     Revenue per MWh (excludes capacity and
                      other energy revenue):



       Contracted                                 $
              66.00                                                  $
       64.81



       Hedged                                     $
              26.42                                                  $
       25.99



       Market                                     $
              21.69                                                  $
       30.86


        Average revenue per
         MWh                                       $
              37.19                                                  $
       39.28


                                    Metals

    ---

                     Tons Recovered: (in thousands)



       Ferrous                            110.8                                                                106.6



       Non-ferrous                         12.5                                                                 11.7


                     Tons Sold: (in thousands)



       Ferrous                             94.9                                                                 81.4



       Non-ferrous                          6.7                                                                  7.0


                     Revenue per ton:



       Ferrous                                      $
              132                                                    $
       182



       Non-ferrous                                $
              1,255                                                  $
       1,432


                                    EfW plant operating expense: ($ in
                                     millions)

    ---

        Plant operating
         expense -gross                              $
              279                                                    $
       264


        Less: Client pass-
         through costs                      (12)                                                                (12)


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



        Plant operating
         expense, net                                $
              265                                                    $
       250




        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.
         Hedged  energy sales includes the energy component of wholesale load serving. 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 and Free Cash Flow, which are non-GAAP financial measures as defined by the Securities and Exchange Commission. The non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow 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 and Free Cash Flow 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 additional ways of viewing aspects of operations that, when viewed with the GAAP results provide a more complete understanding of our core business. As we define it, Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income including the effects of impairment losses, gains or losses on sales, dispositions or retirements of assets, adjustments to reflect the Adjusted EBITDA from our unconsolidated investments, adjustments to exclude significant unusual or non-recurring items that are not directly related to our operating performance plus adjustments to capital type expenses for our service fee facilities in line with our credit agreements. We adjust for these items in our Adjusted EBITDA as our management believes that these items would distort their ability to efficiently view and assess our core operating trends. As larger parts of our business are conducted through unconsolidated investments that we do not control, we adjust EBITDA for our proportionate share of the entities depreciation and amortization, interest expense and taxes in order to improve comparability to the Adjusted EBITDA of our wholly owned entities.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the three and six months ended June 30, 2019 and 2018, 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 projections of the proportional contribution of our interests in joint ventures to our Adjusted EBITDA and Free Cash Flow are not based on GAAP net income/loss or Cash flow provided by operating activities, respectively, and are anticipated to be adjusted to exclude the effects of events or circumstances in 2019 that are not representative or indicative of our results of operations and that are not currently determinable. Due to the uncertainty of the likelihood, amount and timing of any such adjusting items, we do not have information available to provide a quantitative reconciliation of projected net income/loss to an Adjusted EBITDA projection.

Free Cash Flow

Free Cash Flow is defined as cash flow provided by operating activities, plus changes in operating restricted funds, 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 six months ended June 30, 2019 and 2018, reconciled for each such period to cash flow provided by operating activities, which we believe to be the most directly comparable measure under GAAP.

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, as amended (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 of Covanta and our joint ventures 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 Covanta's ability to renew or
        replace expiring contracts at comparable prices and with other
        acceptable terms;
    --  adoption of new laws and regulations in the United States and abroad,
        including energy laws, tax laws, environmental laws, labor laws and
        healthcare laws;
    --  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 Covanta's
        facilities and Covanta's ability to retain the rights to operate
        facilities Covanta does not own;
    --  Covanta's and the joint ventures ability to avoid adverse publicity or
        reputational damage relating to its business;
    --  difficulties in the financing, development and construction of new
        projects and expansions, including increased construction costs and
        delays;
    --  Covanta's ability to realize the benefits of long-term business
        development and bear the costs of business development over time;
    --  Covanta's ability to utilize net operating loss carryforwards;
    --  limits of insurance coverage;
    --  Covanta's ability to avoid defaults under its long-term contracts;
    --  performance of third parties under its 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 Covanta's existing indebtedness and its ability
        to perform its financial obligations and guarantees and to refinance its
        existing indebtedness;
    --  exposure to counterparty credit risk and instability of financial
        institutions in connection with financing transactions;
    --  the scalability of its business;
    --  restrictions in its certificate of incorporation and debt documents
        regarding strategic alternatives;
    --  failures of disclosure controls and procedures and internal controls
        over financial reporting;
    --  Covanta's and the joint ventures 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 Covanta's businesses described
        periodic securities filings by Covanta with the SEC.

Although Covanta believes that its plans, cost estimates, returns on investments, 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 forward-looking statements. Covanta's and the joint ventures future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to 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.

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SOURCE Covanta Holding Corporation