MORRISTOWN, N.J., July 27, 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 six months ended June 30, 2017.



                                   Three Months Ended
                                        June 30,

                                     2016                    2017
                                     ----                    ----

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

    Revenue                          $418                    $424

    Net Loss                        $(29)                  $(37)

    Adjusted EBITDA                   $82                     $93

    Net cash provided by
     operating activities             $27                     $16

    Free Cash Flow                   $(5)                  $(21)

    Diluted EPS                   $(0.23)                $(0.28)

    Adjusted EPS                  $(0.22)                $(0.22)

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

Key Highlights


    --  Reaffirming 2017 guidance
    --  Dublin remains on track for commercial operations by the start of Q4
        2017
    --  Fairfax expected to return to service in Q4 2017
    --  Strong waste market conditions and growth in Covanta Environmental
        Solutions
    --  Expanded centralized metals processing operations to include non-ferrous
    --  Enhanced UK development pipeline through Joint Development Agreement
        with Biffa for two new projects

"Our second quarter results highlight strong underlying operating performance, continued improvement in waste markets and our ability to drive incremental value through our Covanta Environmental Solutions platform," said Stephen J. Jones, Covanta's President and CEO. "Resumption of waste processing at Fairfax is now expected in the fourth quarter, but we expect insurance recoveries to continue to mitigate the cost of the downtime. I am proud of our team's performance in the first half of the year, and I look forward to an even stronger second half and further growth in 2018."

More detail on our second quarter results can be found in the exhibits to this release and in our second 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, July 28, 2017 to discuss its second 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 1-877-201-0168 approximately 10 minutes prior to the scheduled start of the call. If calling outside of the United States, please dial 1-647-788-4901. 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 approximately 500,000 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                             Six Months Ended
                                                                                 June 30,                                      June 30,

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

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

    Operating revenue

    Waste and service revenue                                                        $310                                           $297                 $596          $576

    Energy revenue                                                           75                                 86                             161         187

    Recycled metals revenue                                                  15                                 17                              31          30

    Other operating revenue                                                  24                                 18                              40          28
                                                                            ---                                ---                             ---         ---

    Total operating revenue                                                 424                                418                             828         821
                                                                            ---                                ---                             ---         ---

    Operating expense

    Plant operating expense                                                 319                                314                             651         629

    Other operating expense                                                   2                                 19                              17          31

    General and administrative expense                                       30                                 25                              58          48

    Depreciation and amortization expense                                    52                                 51                             104         103

    Impairment charges (a)                                                    1                                  4                               1          19
                                                                            ---                                ---                             ---         ---

    Total operating expense                                                 404                                413                             831         830
                                                                            ---                                ---                             ---         ---

    Operating income (loss)                                                  20                                  5                             (3)        (9)
                                                                            ---                                ---                             ---         ---

    Other expense

    Interest expense, net                                                  (35)                              (34)                           (71)       (68)

    Loss on asset sales (a)                                                 (2)                                 -                            (6)          -

    Loss on extinguishment of debt                                         (13)                                 -                           (13)          -

    Other income, net                                                         -                                 2                               -          -
                                                                            ---                               ---                             ---        ---

    Total other expense                                                    (50)                              (32)                           (90)       (68)
                                                                            ---                                ---                             ---         ---

    Loss before income tax (expense) benefit and equity in net income from (30)                              (27)                           (93)       (77)
      unconsolidated investments

    Income tax (expense) benefit                                            (8)                               (3)                              3           7

    Equity in net income from unconsolidated investments                      1                                  1                               1           4
                                                                            ---                                ---                             ---         ---

    Net Loss Attributable to Covanta Holding Corporation                            $(37)                                         $(29)               $(89)        $(66)
                                                                                     ====                                           ====                 ====          ====


    Weighted Average Common Shares Outstanding:

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

    Diluted                                                                 130                                129                             129         129
                                                                            ===                                ===                             ===         ===


    Loss Per Share:

    Basic                                                                         $(0.28)                                       $(0.23)             $(0.69)      $(0.51)
                                                                                   ======                                         ======               ======        ======

    Diluted                                                                       $(0.28)                                       $(0.23)             $(0.69)      $(0.51)
                                                                                   ======                                         ======               ======        ======


    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

    Condensed Consolidated Balance Sheets


                                                                                                                        As of

                                                                                                     June 30, 2017                December 31, 2016
                                                                                                     -------------                -----------------

                                                                                                      (Unaudited)

                                                                               ASSETS                 (In millions, except per share amounts)

    Current:

    Cash and cash equivalents                                                                                            $48                             $84

    Restricted funds held in trust                                                                              50                                 56

    Receivables (less allowances of $10 million and $9 million, respectively)                                  302                                332

    Prepaid expenses and other current assets                                                                   77                                 72
                                                                                                               ---                                ---

    Total Current Assets                                                                                       477                                544

    Property, plant and equipment, net                                                                       3,113                              3,024

    Restricted funds held in trust                                                                              55                                 54

    Waste, service and energy contract intangibles, net                                                        257                                263

    Other intangible assets, net                                                                                39                                 34

    Goodwill                                                                                                   312                                302

    Other assets                                                                                                67                                 63
                                                                                                               ---                                ---

    Total Assets                                                                                                      $4,320                          $4,284
                                                                                                                      ======                          ======

                                                                              LIABILITIES AND EQUITY

    Current:

    Current portion of long-term debt                                                                                    $10                              $9

    Current portion of project debt                                                                             22                                 22

    Accounts payable                                                                                            54                                 98

    Accrued expenses and other current liabilities                                                             292                                289
                                                                                                               ---                                ---

    Total Current Liabilities                                                                                  378                                418

    Long-term debt                                                                                           2,368                              2,243

    Project debt                                                                                               436                                361

    Deferred income taxes                                                                                      606                                617

    Other liabilities                                                                                          186                                176
                                                                                                               ---                                ---

    Total Liabilities                                                                                        3,974                              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                                                                                 816                                807

    Accumulated other comprehensive loss                                                                      (47)                              (62)

    Accumulated deficit                                                                                      (436)                             (289)

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

    Total Covanta Holding Corporation stockholders' equity                                                     346                                469

    Total Liabilities and Equity                                                                                      $4,320                          $4,284
                                                                                                                      ======                          ======




    Covanta Holding Corporation                                                                          Exhibit 3

    Condensed Consolidated Statements of Cash Flow


                                                                                      Six Months Ended June 30,

                                                                                         2017                  2016
                                                                                         ----                  ----

                                                                                    (Unaudited, in millions)

    OPERATING ACTIVITIES:

    Net loss                                                                                     $(89)                     $(66)

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

    Depreciation and amortization expense                                                 104                          103

    Impairment charges (a)                                                                  1                           19

    Loss on asset sales (a)                                                                 6                            -

    Loss on extinguishment of debt                                                         13                            -

    Stock-based compensation expense                                                       11                            9

    Deferred income taxes                                                                 (6)                         (8)

    Other, net                                                                              2                            2

    Change in restricted funds held in trust                                              (1)                           3

    Change in working capital, net of effects of acquisitions                            (15)                           -
                                                                                          ---                          ---

    Net cash provided by operating activities                                              26                           62
                                                                                          ---                          ---

    INVESTING ACTIVITIES:

    Purchase of property, plant and equipment                                           (152)                       (184)

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

    Property insurance proceeds                                                             5                            -

    Other, net                                                                            (3)                           2
                                                                                          ---                          ---

    Net cash used in investing activities                                               (166)                       (191)
                                                                                         ----                         ----

    FINANCING ACTIVITIES:

    Proceeds from borrowings on long-term debt                                            400                            -

    Proceeds from borrowings on revolving credit facility                                 633                          515

    Proceeds from Dublin financing                                                         60                           77

    Payments of borrowings on revolving credit facility                                 (501)                       (370)

    Payments on long-term debt                                                          (412)                         (1)

    Payments of equipment financing capital leases                                        (2)                         (2)

    Payments on project debt                                                             (12)                         (9)

    Payments of deferred financing costs                                                  (9)                         (3)

    Cash dividends paid to stockholders                                                  (65)                        (65)

    Change in restricted funds held in trust                                                5                           18

    Common stock repurchased                                                                -                        (20)

    Other, net                                                                              4                          (1)
                                                                                          ---                          ---

    Net cash provided by financing activities                                             101                          139
                                                                                          ---                          ---

    Effect of exchange rate changes on cash and cash equivalents                            3                            2
                                                                                          ---                          ---

    Net (decrease) increase in cash and cash equivalents                                 (36)                          12

    Cash and cash equivalents at beginning of period                                       84                           96

    Cash and cash equivalents at end of period                                                     $48                       $108
                                                                                                   ===                       ====


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




    Covanta Holding Corporation                                                                                                Exhibit 4

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


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

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

                                                                  (Unaudited, in millions)

    Net Loss Attributable
     to Covanta Holding
     Corporation                                           $(37)                                   $(29)              $(89)        $(66)

    Depreciation and
     amortization expense                            52                                51                        104       103

    Interest expense, net                            35                                34                         71        68

    Income tax expense
     (benefit)                                        8                                 3                        (3)      (7)

    Impairment charges (a)                            1                                 4                          1        19

    Loss on asset sales
     (b)                                              2                                 -                         6         -

    Loss on extinguishment
     of debt                                         13                                 -                        13         -

    Property insurance
     recoveries (c)                                 (3)                                -                       (3)        -

    Other adjustments:

    Capital type
     expenditures at
     service fee operated
     facilities (d)                                  12                                12                         26        23

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

    Severance and
     reorganization costs                             1                                 1                          1         2

    Non-cash compensation
     expense                                          6                                 4                         11         9

    Other non-cash items                              1                                 -                         3         3

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

    Adjusted EBITDA                                          $93                                      $82                $144          $158
                                                             ===                                      ===                ====          ====

    Capital type
     expenditures at
     service fee operated
     facilities (d)                                (12)                             (12)                      (26)     (23)

    Cash paid for
     interest, net of
     capitalized interest                          (41)                             (45)                      (67)     (67)

    Cash paid for taxes,
     net                                            (2)                                -                       (1)      (4)

    Adjustment for working
     capital and other                             (22)                                2                       (24)      (2)
                                                    ---                               ---                        ---       ---

    Net cash provided by
     operating activities                                    $16                                      $27                 $26           $62
                                                             ===                                      ===                 ===           ===


    (a)               During the three months ended June
                      30, 2016, we recorded a non-cash
                      impairment totaling $4 million, of
                      which $3 million related to an
                      investment in a joint venture to
                      recover and recycle metals. During
                      the six months ended June 30, 2016,
                      we recorded non-cash impairment
                      charges totaling $19 million, of
                      which $13 million related to the
                      previously planned closure of our
                      Pittsfield EfW facility in March
                      2017, which we now continue to
                      operate.


    (b)               During the three and six months ended
                      June 30, 2017, we recorded a $2
                      million and $6 million charge,
                      respectively, for indemnification
                      claims related to the sale of our
                      interests in China, which was
                      completed in 2016.


    (c)               During the three months ended June
                      30, 2017, we recorded a $3 million
                      property insurance gain related to
                      our Plymouth, Massachusetts EfW
                      facility.


    (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                              Six Months Ended                                       Full  Year
                                                                                                                                                                                                    June 30,                                       June 30,                                         Estimated 2017


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

                                                                                                                                                                                                             (Unaudited, in millions)

    Net cash provided by operating activities                                                                                                                                                            $16                                            $27                                             $26                                  $62               $210 - $270

    Less: Maintenance capital expenditures (a)                                                                                                                                                (37)                              (32)                              (64)                               (68)                (110) - (120)
                                                                                                                                                                                               ---                                ---                                ---                                 ---                 ------------

    Free Cash Flow                                                                                                                                                                                     $(21)                                          $(5)                                          $(38)                                $(6)              $100 - $150
                                                                                                                                                                                                        ====                                            ===                                            ====                                  ===               ===========


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

    Investments:

    Growth investments (b)                                                                                                                                                                             $(45)                                         $(66)                                          $(95)                              $(125)

    Property insurance proceeds                                                                                                                                                                  3                                  -                                 5                                   -

    Capital expenditures associated with property insurance events                                                                                                                             (8)                                 -                               (9)                                  -

    Other investing activities, net                                                                                                                                                            (2)                                 2                                (3)                                  2
                                                                                                                                                                                               ---                                ---                                ---                                 ---

    Total investments                                                                                                                                                                                  $(52)                                         $(64)                                         $(102)                              $(123)
                                                                                                                                                                                                        ----                                           ----                                           -----                                -----


    Return of capital to stockholders:

    Cash dividends paid to stockholders                                                                                                                                                                $(32)                                         $(32)                                          $(65)                               $(65)

    Common stock repurchased                                                                                                                                                                     -                                 -                                 -                               (20)

    Total return of capital to stockholders                                                                                                                                                            $(32)                                         $(32)                                          $(65)                               $(85)
                                                                                                                                                                                                        ----                                           ----                                            ----                                 ----


    Capital raising activities:

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

    Proceeds from Dublin financing                                                                                                                                                              27                                 40                                 60                                  77

    Change in restricted funds held in trust                                                                                                                                                   (4)                                 3                                                                    13
                                                                                                                                                                                                                                                                   -

    Other financing activities, net                                                                                                                                                              8                                (2)                                 4                                 (1)

    Payment of deferred financing costs                                                                                                                                                        (1)                                 -                               (2)                                (3)

    Net proceeds from capital raising activities                                                                                                                                                         $30                                            $41                                            $455                                  $86
                                                                                                                                                                                                         ---                                            ---                                            ----                                  ---


    Debt repayments:

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

    Net cash used for principal payments on project debt (d)                                                                                                                                     -                                 -                               (7)                                (4)

    Voluntary prepayment of corporate debt                                                                                                                                                   (410)                                 -                             (410)                                  -

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

    Total debt repayments                                                                                                                                                                             $(412)                                          $(2)                                         $(421)                                $(7)
                                                                                                                                                                                                       -----                                            ---                                           -----                                  ---

    Borrowing activities - Revolving credit facility, net                                                                                                                                                $89                                            $64                                            $132                                 $145

    Effect of exchange rate changes on cash and cash equivalents                                                                                                                                          $2                                     $        -                                             $3                                   $2
                                                                                                                                                                                                         ---                                   ---      ---                                            ---                                  ---

    Net change in cash and cash equivalents                                                                                                                                                           $(396)                                            $2                                           $(36)                                 $12
                                                                                                                                                                                                       =====                                            ===                                            ====                                  ===







    (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                          Six Months Ended
                                                                                                                                                                                                  June 30,                                   June 30,

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

    Maintenance capital expenditures                                                                                                                                                                   $(37)                                         $(32)                                          $(64)                               $(68)
                                                                                                                                                                                                        ----                                           ----                                            ----                                 ----

    Capital expenditures associated with construction of Dublin EfW facility                                                                                                                  (36)                              (48)                              (56)                               (73)

    Capital expenditures associated with organic growth initiatives                                                                                                                            (9)                               (8)                              (20)                               (22)

    Capital expenditures associated with the New York City MTS contract                                                                                                                          -                               (2)                                 -                                (3)

    Capital expenditures associated with Essex County EfW emissions control system                                                                                                               -                               (8)                               (3)                               (18)
                                                                                                                                                                                               ---                               ---                                ---                                 ---

    Total capital expenditures associated with growth investments                                                                                                                             (45)                              (66)                              (79)                              (116)

    Capital expenditures associated with property insurance events                                                                                                                             (8)                                 -                               (9)                                  -
                                                                                                                                                                                               ---                                ---                               ---                                 ---

    Total purchases of property, plant and equipment                                                                                                                                                   $(90)                                         $(98)                                         $(152)                              $(184)
                                                                                                                                                                                                        ====                                           ====                                           =====                                =====


    (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                                                                                                                                            $(45)                                         $(66)                                          $(79)                              $(116)

    Acquisition of business, net of cash acquired                                                                                                                                                -                                 -                              (16)                                (9)
                                                                                                                                                                                               ---                               ---                               ---                                 ---

    Total growth investments                                                                                                                                                                           $(45)                                         $(66)                                          $(95)                              $(125)
                                                                                                                                                                                                        ====                                           ====                                            ====                                =====


    (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                                                                                                                                                            $(3)                                          $(1)                                          $(12)                                $(9)

    Change in related restricted funds held in trust                                                                                                                                             3                                  1                                  5                                   5
                                                                                                                                                                                               ---                                ---                                ---

    Net cash used for principal payments on project debt                                                                                                                                         $         -                                    $        -                                           $(7)                                $(4)
                                                                                                                                                                                               ===       ===                                  ===      ===                                            ===                                  ===




    Covanta Holding Corporation                                                                                               Exhibit 6

    Reconciliation of Diluted Loss Per Share to Adjusted EPS


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

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

                                                                 (Unaudited)

    Diluted Loss
     Per Share                                    $(0.28)                                        $(0.23)           $(0.69)              $(0.51)

    Reconciling
     Items (a)                             0.06                               0.01                           0.10        0.10
                                           ----                               ----                           ----        ----

    Adjusted EPS                                  $(0.22)                                        $(0.22)           $(0.59)              $(0.41)
                                                   ======                                          ======             ======                ======


    (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                            Six Months Ended
                                                                                                                                                 June 30,                                     June 30,

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

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

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

    Impairment charges (a)                                                                                                                            $1                                            $4               $1               $19

    Loss on asset sales (a)                                                                                                                   2                                 -                             6       -

    Property insurance recoveries (a)                                                                                                       (3)                                -                           (3)      -

    Severance and reorganization costs                                                                                                        1                                 1                              1       2

    Loss on extinguishment of debt                                                                                                           13                                 -                            13       -

    Effect on income of derivative instruments not designated as hedging instruments                                                          -                              (3)                             -      1

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

    Total Reconciling Items, pre-tax                                                                                                         13                                 2                             17      21

    Pro forma income tax impact (b)                                                                                                         (5)                              (1)                           (5)    (8)

    Grantor trust activity                                                                                                                    -                                -                             1       -
                                                                                                                                            ---                              ---                           ---     ---

    Total Reconciling Items, net of tax                                                                                                               $8                                            $1              $13               $13
                                                                                                                                                     ===                                           ===              ===               ===

    Diluted Earnings Per Share Impact                                                                                                              $0.06                                         $0.01            $0.10             $0.10
                                                                                                                                                   =====                                         =====            =====             =====

    Weighted Average Diluted Shares Outstanding                                                                                             130                               129                            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 June 30,

                                                                                                          2017                  2016
                                                                                                          ----                  ----

    Revenue:

    Waste and service:

    EfW waste processing                                                                                           $242                    $238

    Environmental services (a)                                                                              30                          25

    Municipal services (b)                                                                                  52                          49

    Other revenue (c)                                                                                       10                           9

    Intercompany (d)                                                                                      (25)                       (24)
                                                                                                           ---                         ---

    Total waste and service                                                                                310                         297

    Energy:

    EfW energy sales                                                                                        64                          76

    EfW capacity                                                                                            11                          10

    Total energy revenue                                                                                    75                          86

    Recycled metals:

    Ferrous                                                                                                 10                          11

    Non-ferrous                                                                                              4                           6
                                                                                                           ---                         ---

    Total recycled metals                                                                                   15                          17

    Other revenue                                                                                           24                          18
                                                                                                           ---                         ---

    Total revenue                                                                                                  $424                    $418
                                                                                                                   ----                    ----


    Operating expense:

    Plant operating expense:

    Plant maintenance                                                                                               $79                     $82

    Other plant operating expense                                                                          240                         232
                                                                                                           ---                         ---

    Total plant operating expense                                                                          319                         314

    Other operating expense                                                                                  2                          19

    General and administrative                                                                              30                          25

    Depreciation and amortization                                                                           52                          51

    Impairment charges                                                                                       1                           4

    Total operating expense                                                                                        $404                    $413
                                                                                                                   ----                    ----


    Operating Income                                                                                                $20                      $5
                                                                                                                    ===                     ===


    Operating Income excluding Impairment charges:                                                                  $21                      $9
                                                                                                                    ===                     ===


    (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 - Q2 2016 to Q2 2017

    (Unaudited, $ in millions)


                                                                                                 Organic Growth                       Contract Transitions (b)
                                                                                                       (a)

                                                                        Q2 2016               Total                 %                      Waste                   PPA                   Trans-                  Total     Q2 2017
                                                                                                                                                                                      actions                 Changes
                                                                                                                                                                                        (c)
                                                                                                                                                                                                                                ---

    Revenue:

    Waste and service:

    EfW waste processing                                                             $238                                            $2                              0.8%                                              $2                $             -                $       -                  $4           $242

    Environmental services                                                    25                                 3                             10.6%                                 -                                  -               3                          5                 30

    Municipal services                                                        49                                 3                                                      -                                     -                     -                        3                 52

    Other revenue                                                              9                                 1                                                      -                                     -                     -                        1                 10

    Intercompany                                                            (24)                              (1)                                                     -                                     -                     -                      (1)              (25)
                                                                             ---                               ---                                                    ---                                   ---                   ---                      ---                ---

    Total waste and service                                                  297                                 7                              2.4%                                 2                                   -               3                         12                310

    Energy:

    EfW energy sales                                                          76                               (5)                            -6.3%                                 1                                 (8)               -                      (12)                64

    EfW capacity                                                              10                                 1                             13.9%                                 -                                  -               -                         1                 11
                                                                             ---                               ---                                                                 ---                                ---             ---                       ---                ---

    Total energy revenue                                                      86                               (3)                            -4.1%                                 1                                 (8)               -                      (11)                75

    Recycled metals:

    Ferrous                                                                   11                                 -                            -2.0%                                 -                                  -               -                         -                10

    Non-ferrous                                                                6                               (2)                           -31.2%                                 -                                  -               -                       (2)                 4
                                                                             ---                               ---                                                                 ---                                ---             ---                       ---                ---

    Total recycled metals                                                     17                               (2)                           -12.6%                                 -                                  -               -                       (2)                15

    Other revenue                                                             18                                 7                             36.9%                                 -                                  -               -                         7                 24
                                                                             ---                               ---                                                                 ---                                ---             ---                       ---                ---

    Total revenue                                                                    $418                                            $8                              2.0%                                              $3                           $(8)                       $2                   $5           $424

    Operating expense:

    Plant operating expense:

    Plant maintenance                                                                 $82                                          $(4)                            -4.5%                                     $         -               $             -                $       -                $(4)           $79

    Other plant operating                                                    232                                 8                              3.4%                               (1)                                  -               1                          8                240
      expense


    Total plant operating                                                    314                                 4                              1.3%                               (1)                                  -               1                          5                319
      expense

    Other operating                                                           19                              (17)                                                     -                                     -                     -                     (17)                 2
      expense (income)

    General and                                                               25                                 4                                                      -                                     -                     -                        4                 30
      administrative

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


    Total operating expense                                                          $409                                          $(9)                                                                     $1                      $   -                             $1                 $(7)          $403
      (income)


    Operating Income                                                                   $9                                           $17                                                                      $2                       $(8)                             $1                  $12            $21
    (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 June 30,

                                                    2017                    2016
                                                    ----                    ----

    EfW Waste
    ---------

    Tons: (in millions)

    Contracted                                       4.3                           4.4

    Uncontracted                                     0.5                           0.5
                                                     ---                           ---

    Total tons                                       4.8                           4.9

    Revenue per ton:

    Contracted                                              $47.70                     $45.87

    Uncontracted                                            $79.95                     $74.94

    Average revenue per ton                                 $50.88                     $48.71

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

    Energy sales: (MWh in millions)

    Contracted                                       0.6                           0.9

    Hedged                                           0.7                           0.4

    Market                                           0.2                           0.2
                                                     ---                           ---

    Total energy sales                               1.4                           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                                              $67.70                     $62.06

    Hedged                                                  $29.02                     $37.19

    Market                                                  $27.80                     $26.02

    Average revenue per MWh                                 $44.83                     $49.25

    Metals
    ------

    Tons Recovered: (in thousands)

    Ferrous                                           98                           102

    Non-ferrous                                        9                             9

    Tons Sold: (in thousands)

    Ferrous                                           68                            77

    Non-ferrous                                        5                             9

    Revenue per ton:

    Ferrous                                                   $152                       $138

    Non-ferrous                                               $892                       $650

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

    Plant operating expense - gross                           $255                       $255

    Less: Client pass-through costs                 (13)                          (9)

    Less: REC sales - contra-expense                 (2)                          (1)
                                                     ---                           ---

    Plant operating expense - reported                        $240                       $245

    Client pass-throughs as % of gross costs        5.1%                         3.6%

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 June 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 June 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 June 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 June 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 six months ended June 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 six months ended June 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 six months ended June 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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