8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________ 

FORM 8-K

________________________________________________________ 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 25, 2019

________________________________________________________ 

COVANTA HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 ________________________________________________________

Delaware	1-06732	95-6021257
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
445 South Street Morristown, New Jersey		07960
(Address of principal executive offices)		(Zip Code)

(862) 345-5000

(Registrant’s telephone number, including area code)

________________________________________________________

 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On April 25, 2019, Covanta Holding Corporation (the "Company") issued a press release reporting the unaudited results for the first quarter ended March 31, 2019, and announcing a conference call and webcast to be held at 8:30 a.m. (Eastern) on Friday, April 26, 2019 to discuss these results. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. This information includes certain non-GAAP financial information as identified in Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On April 25, 2019, the Company posted to its website materials that will be used in conjunction with its conference call and webcast regarding its unaudited results for its first quarter ended March 31, 2019, which will be held on Friday, April 26, 2019 at 8:30 a.m. (Eastern). A copy of these materials is furnished as Exhibit 99.2 to this Form 8-K. This information includes certain non-GAAP financial information as identified in Exhibit 99.2.

The information in this Form 8-K, Exhibit 99.1 and Exhibit 99.2 is furnished pursuant to Item 2.02 and Item 7.01 of this Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

Exhibit No.	Exhibit
99.1	Press Release, dated April 25, 2019.
99.2	Earnings Materials, dated April 25, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: April 25, 2019

COVANTA HOLDING CORPORATION

(Registrant)

By:	/s/ Timothy J. Simpson
Name:	Timothy J. Simpson
Title:	Executive Vice President, General Counsel and Secretary

COVANTA HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release, dated April 25, 2019.
99.2	Earnings Materials, dated April 25, 2019.

EX-99.1

Exhibit 99.1

COVANTA HOLDING CORPORATION REPORTS

2019FIRST QUARTER RESULTS AND AFFIRMS 2019 GUIDANCE

MORRISTOWN, NJ, April 25, 2019 - 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 months endedMarch 31, 2019.

	Three Months Ended March 31,
	2019	2018
	(Unaudited, $ in millions)
Revenue	$453	$458
Net income	$5	$201
Adjusted EBITDA	$84	$100
Net cash provided by operating activities	$37	$3
Free Cash Flow	$6	$(52)

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

Key Highlights

• Affirming 2019 guidance

• Reached financial close on Rookery project in the UK

• Began operations at Manhattan Marine Transfer Station

"The year is off to a strong start, both operationally and strategically, and we are affirming our full-year financial outlook today," said Covanta's President and CEO Stephen J. Jones. "On the strategic front, we are making steady progress in our partnership with the Green Investment Group, achieving another important milestone in Q1 with the Rookery project reaching financial close. With two of our four advanced UK development projects now in construction, we are well on our way towards our goal of generating $40 to $50 million in annual Free Cash Flow from this pipeline. Domestically, we commenced operations at the Manhattan Marine Transfer Station, continued execution of our fleet optimization program, and benefited from stronger waste disposal prices and profiled waste revenue. Through these and other efforts, Covanta is becoming a more efficient and profitable company, and I am pleased with our progress and excited about the opportunities."

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

2019 Guidance

The Company affirmed guidance for 2019 for the following key metrics:

(In millions)

Metric	2019 Guidance Range (1)	2018 Actual
Adjusted EBITDA	$440 - $465	$457
Free Cash Flow	$120 - $145	$100

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

Guidance as of April 25, 2019.

Conference Call Information

Covanta will host a conference call at 8:30 AM (Eastern) on Friday, April 26, 2019 to discuss its first quarter results.

The conference call will begin with prepared remarks, which will be followed by a question and answer session. To participate, please dial 1-833-238-7947 approximately 10 minutes prior to the scheduled start of the call. If calling outside of the United States, please dial 1-647-689-4195. Please request the “Covanta Holding Corporation Earnings Conference Call” when prompted by the conference call operator. The conference call will also be webcast live from the Investor Relations section of the Company’s website. A presentation will be made available during the call and will be found in the Investor Relations section of the Covanta website at www.covanta.com.

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

About Covanta

Covanta is a world leader in providing sustainable waste and energy solutions. Annually, Covanta’s modern Energy-from-Waste ("EfW") facilities safely convert approximately 22 million tons of waste from municipalities and businesses into clean, renewable electricity to power one million homes and recycle over 600,000 tons of metal. Through a vast network of treatment and recycling facilities, Covanta also provides comprehensive industrial material management services to companies seeking solutions to some of today’s most complex environmental challenges. For more information, visit www.covanta.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries (“Covanta”) or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-

looking statements. For additional information see the Cautionary Note Regarding Forward-Looking Statements at the end of the Exhibits.

Investor Contact

Dan Mannes

1-862-345-5456

IR@covanta.com

Media Contact

James Regan

1-862-345-5216

Covanta Holding Corporation	Exhibit 1
Consolidated Statements of Operations

		Three Months Ended March 31,
		2019			2018
	(Unaudited) (In millions, except  per share amounts)
OPERATING REVENUE:
Waste and service revenue		$	327		$	312
Energy revenue		94			100
Recycled metals revenue		21			24
Other operating revenue		11			22
Total operating revenue		453			458
OPERATING EXPENSE:
Plant operating expense		359			345
Other operating expense, net		17			8
General and administrative expense		30			31
Depreciation and amortization expense		55			54
Total operating expense		461			438
Operating (loss) income		(8		)	20
OTHER (EXPENSE) INCOME:
Interest expense		(36		)	(38		)
Net gain on sale of business and investments (a)		50			210
Other income, net		1			—
Total other income		15			172
Income before income tax (expense) benefit and equity in net income from unconsolidated investments		7			192
Income tax (expense) benefit		(2		)	9
Equity in net income from unconsolidated investments		—			—
Net income		$	5		$	201
Weighted Average Common Shares Outstanding:
Basic		131			130
Diluted		133			132
Earnings Per Share:
Basic		$	0.04		$	1.55
Diluted		$	0.03		$	1.53
Cash Dividend Declared Per Share		$	0.25		$	0.25

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

Covanta Holding Corporation	Exhibit 2
Consolidated Balance Sheets

	As of
	March 31, 2019			December 31, 2018
	(Unaudited)
ASSETS	(In millions, except per share amounts)
Current:
Cash and cash equivalents	$	88		$	58
Restricted funds held in trust	31			39
Receivables (less allowances of $7 and $8, respectively)	292			338
Prepaid expenses and other current assets	79			62
Assets held for sale	—			2
Total Current Assets	490			499
Property, plant and equipment, net	2,511			2,514
Restricted funds held in trust	7			8
Intangible assets, net	274			279
Goodwill	321			321
Other assets	282			222
Total Assets	$	3,885		$	3,843
LIABILITIES AND EQUITY
Current:
Current portion of long-term debt	$	15		$	15
Current portion of project debt	10			19
Accounts payable	67			76
Accrued expenses and other current liabilities	306			333
Total Current Liabilities	398			443
Long-term debt	2,393			2,327
Project debt	131			133
Deferred income taxes	382			378
Other liabilities	127			75
Total Liabilities	3,431			3,356
Equity:
Preferred stock ($0.10 par value; authorized 10 shares; none issued and outstanding)	—			—
Common stock ($0.10 par value; authorized 250 shares; issued 136 shares, outstanding 131 shares)	14			14
Additional paid-in capital	841			841
Accumulated other comprehensive loss	(36		)	(33		)
Accumulated deficit	(365		)	(334		)
Treasury stock, at par	—			(1		)
Total Equity	454			487
Total Liabilities and Equity	$	3,885		$	3,843

Covanta Holding Corporation	Exhibit 3
Consolidated Statements of Cash Flow

	Three Months Ended March 31,
	2019			2018
	(Unaudited, in millions)
OPERATING ACTIVITIES:
Net income	$	5		$	201
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	55			54
Amortization of deferred debt financing costs	1			2
Net gain on sale of business and investments (a)	(50		)	(210		)
Stock-based compensation expense	8			9
Deferred income taxes	1			(3		)
Other, net	—			(12		)
Change in working capital, net of effects of acquisitions and dispositions	16			(39		)
Changes in noncurrent assets and liabilities, net	1			1
Net cash provided by operating activities	37			3
INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(52		)	(81		)
Acquisition of businesses, net of cash acquired	2			(4		)
Proceeds from the sale of assets, net of restricted cash	26			111
Property insurance proceeds	—			7
Payment of indemnification claim related to sale of asset	—			(7		)
Investment in equity affiliate	(3		)	—
Net cash (used in) provided by investing activities	(27		)	26
FINANCING ACTIVITIES:
Proceeds from borrowings on revolving credit facility	220			170
Payments on long-term debt	(3		)	(1		)
Payments on revolving credit facility	(151		)	(228		)
Payments on equipment financing capital leases	(1		)	(1		)
Payments on project debt	(10		)	(10		)
Cash dividends paid to stockholders	(35		)	(33		)
Payment of insurance premium financing	(7		)	(7		)
Other, net	(2		)	—
Net cash provided by (used in) financing activities	11			(110		)
Effect of exchange rate changes on cash and cash equivalents	—			3
Net increase (decrease) in cash, cash equivalents and restricted cash	21			(78		)
Cash, cash equivalents and restricted cash at beginning of period	105			194
Cash, cash equivalents and restricted cash at end of period	$	126		$	116

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

Covanta Holding Corporation	Exhibit 4
Consolidated Reconciliation of Net Income and Net Cash Provided by Operating Activities to Adjusted EBITDA

	Three Months Ended March 31,
	2019			2018
	(Unaudited, in millions)
Net income	$	5		$	201
Depreciation and amortization expense	55			54
Interest expense	36			38
Income tax expense (benefit)	2			(9		)
Net gain on sale of businesses and investments (a)	(50		)	(210		)
Property insurance recoveries, net	—			(7		)
Capital type expenditures at client owned facilities (b)	13			12
Debt service billings in excess of revenue recognized	—			1
Business development and transaction costs	—			2
Severance and reorganization costs	3			2
Stock-based compensation expense	8			9
Adjustments to reflect Adjusted EBITDA from unconsolidated investments	6			4
Other (c)	6			3
Adjusted EBITDA	$	84		$	100
Capital type expenditures at client owned facilities (b)	(13		)	(12		)
Cash paid for interest, net of capitalized interest	(47		)	(33		)
Cash paid for taxes, net	(1		)	—
Adjustments to reflect Adjusted EBITDA from unconsolidated investments	(6		)	(4		)
Adjustment for working capital and other	20			(48		)
Net cash provided by operating activities	$	37		$	3

(a) During the three months ended March 31, 2019, we recorded a $57 million gain related to the Rookery South Energy Recovery Facility development project and a $9 million loss related to the pending divestiture of our Springfield and Pittsfield EfW facilities.

During the three months ended March 31, 2018, we recorded a $204 million gain on the sale of 50% of our Dublin project to our joint venture with Green Investment Group and $6 million gain on the sale of our remaining interests in China.

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

(c) 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 March 31,						Full Year Estimated 2019
	2019			2018
	(Unaudited, in millions)
Net cash provided by operating activities	$	37		$	3		$230 - $260
Add: Changes in restricted funds - operating (a)	—			(10		)	10
Less: Maintenance capital expenditures (b)	(31		)	(45		)	(130 - 120)
Free Cash Flow	$	6		$	(52	)	$120 - $145
(a) Adjustment for the impact of the adoption of ASU 2016-18 effective January 1, 2018. As a result of adoption, the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, changes in restricted funds are eliminated in arriving at net cash, cash equivalents and restricted funds provided by operating activities.
(b)   Purchases of property, plant and equipment are also referred to as capital expenditures. Capital expenditures that primarily maintain existing facilities are classified as maintenance capital expenditures. The following table provides the components of total purchases of property, plant and equipment:
	Three Months Ended March 31,
	2019			2018
Maintenance capital expenditures	$	(31	)	$	(45	)
Net maintenance capital expenditures paid but incurred in prior periods	(6		)	(7		)
Capital expenditures associated with construction of Dublin EfW facility	—			(17		)
Capital expenditures associated with the New York City MTS contract	(11		)	—
Capital expenditures associated with organic growth initiatives	(4		)	(8		)
Total capital expenditures associated with growth investments (c)	(15		)	(25		)
Capital expenditures associated with property insurance events	—			(4		)
Total purchases of property, plant and equipment	$	(52	)	$	(81	)
(c) Total growth investments represents investments in growth opportunities, including organic growth initiatives, technology, business development, and other similar expenditures.
Capital expenditures associated with growth investments	$	(15	)	$	(25	)
UK business development projects	(1		)	—
Investment in equity affiliate	(3		)	—
Asset and business acquisitions, net of cash acquired	2			(5		)
Total growth investments	$	(17	)	$	(30	)

Covanta Holding Corporation				Exhibit 6
Supplemental Information
(Unaudited, $ in millions)
	Three Months Ended March 31,
	2019			2018
REVENUE:
Waste and service revenue:
EfW tip fees	$	149		$	153
EfW service fees	117			99
Environmental services (a)	32			32
Municipal services (b)	48			45
Other (c)	7			8
Intercompany (d)	(26		)	(26		)
Total waste and service	327			312
Energy revenue:
Energy sales	81			87
Capacity	13			13
Total energy	94			100
Recycled metals revenue:
Ferrous	11			15
Non-ferrous	9			9
Total recycled metals	21			24
Other revenue (e)	11			22
Total revenue	$	453		$	458
OPERATING EXPENSE:
Plant operating expense:
Plant maintenance	$	95		$	90
Other plant operating expense	264			255
Total plant operating expense	359			345
Other operating expense	17			8
General and administrative	30			31
Depreciation and amortization	55			54
Total operating expense	$	461		$	438
Operating (loss) income	$	(8	)	$	20
(a) Includes the operation of material processing facilities and related services provided by our Covanta Environmental Solutions business.
(b) Consists of transfer stations and the transportation component of our NYC Marine Transfer Station contract.
(c) Includes waste brokerage, debt service and other revenue not directly related to EfW waste processing activities.
(d) Consists of elimination of intercompany transactions primarily relating to transfer stations.
(e) Consists primarily of construction revenue.
Note: Certain amounts may not total due to rounding.

Covanta Holding Corporation																	Exhibit 7
Revenue and Operating Income Changes - Q1 2018 to Q1 2019
(Unaudited, $ in millions)
									Contract Transitions (b)
	Q1 2018			Organic Growth (a)			%		Waste			Energy		Transactions (c)			Total Changes			Q1 2019
REVENUE:
Waste and service:
EfW tip fees	$	153		$	5		3.5	%	$	—		$	—	$	(10	)	$	(5	)	$	149
EfW service fees	99			2			2.1	%	(3		)	—		19			18			117
Environmental services	32			—			1.2	%	—			—		—			—			32
Municipal services	45			3			6.1	%	—			—		—			3			48
Other revenue	8			—			5.1	%	(2		)	—		—			(2		)	7
Intercompany	(26		)	—					—			—		—			—			(26		)
Total waste and service	312			11			3.5	%	(4		)	—		8			14			327
Energy:
Energy sales	87			(3		)	(3.2	)%	1			—		(4		)	(6		)	81
Capacity	13			1			8.4	%	—			—		(1		)	1			13
Total energy	100			(2		)	(1.7	)%	1			—		(5		)	(6		)	94
Recycled metals:
Ferrous	15			(4		)	(28.4	)%	—			—		1			(3		)	11
Non-ferrous	9			—			0.1	%	—			—		—			—			9
Total recycled metals	24			(4		)	(17.7	)%	—			—		1			(3		)	21
Other revenue	22			(10		)	(46.0	)%	—			—		—			(10		)	11
Total revenue	$	458		$	(5	)	(1.1	)%	$	(4	)	$	—	$	4		$	(5	)	$	453
OPERATING EXPENSE:
Plant operating expense:
Plant maintenance	$	90		$	4		4.5	%	$	—		$	—	$	2		$	5		$	95
Other plant operating expense	255			2			0.9	%	(1		)	—		7			8			264
Total plant operating expense	345			6			1.9	%	(1		)	—		8			14			359
Other operating expense	8			10					—			—		—			10			17
General and administrative	31			(1		)			—			—		—			(1		)	30
Depreciation and amortization	54			—					(1		)	—		1			1			55
Total operating expense	$	438		$	16				$	(2	)	$	—	$	10		$	23		$	461
Operating income (loss)	$	20		$	(21	)			$	(2	)	$	—	$	(5	)	$	(28	)	$	(8	)
(a) Reflects performance on a comparable period-over-period basis, excluding the impacts of transitions and transactions.
(b) Includes the impact of the expiration of: (1) long-term major waste and service contracts, most typically representing the transition to a new contract structure, and (2) long-term energy contracts.
(c) Includes the impacts of acquisitions, divestitures, new projects and the addition or loss of operating contracts.
Note: Certain amounts may not total due to rounding.

Operating Metrics				Exhibit 8
(Unaudited)
	Three Months Ended March 31,
	2019			2018
EfW Waste
Tons: (in millions)
Tip fee- contracted	2.04			2.08
Tip fee- uncontracted	0.54			0.65
Service fee	2.62			2.11
Total tons	5.20			4.84
Tip Fee revenue per ton:
Tip fee- contracted	$	52.64		$	53.33
Tip fee- uncontracted	$	76.57		$	65.38
Average tip fee	$	57.66		$	56.20
EfW Energy
Energy sales: (MWh in millions)
Contracted	0.47			0.52
Hedged	0.80			0.75
Market	0.29			0.33
Total energy	1.56			1.60
Market sales by geography: (MWh in millions)
PJM East	0.1			0.2
NEPOOL	0.1			—
NYISO	—			—
Other	0.1			0.1
Revenue per MWh (excludes capacity):
Contracted	$	67.33		$	67.86
Hedged	$	49.67		$	50.07
Market	$	32.44		$	44.08
Average revenue per MWh	$	51.74		$	54.56
Metals
Tons Recovered: (in thousands)
Ferrous	96.3			101.9
Non-ferrous	12.6			11.1
Tons Sold: (in thousands)
Ferrous	84.0			76.6
Non-ferrous	8.3			6.5
Revenue per ton:
Ferrous	$	137		$	193
Non-ferrous	$	1,123		$	1,192
EfW plant operating expense: ($ in millions)
Plant operating expense - gross	$	294		$	282
Less: Client pass-through costs	(13		)	(14		)
Less: REC sales - contra-expense	(3		)	(3		)
Plant operating expense, net	$	278		$	266
Note: Waste volume includes solid tons only. Metals and energy volume are presented net of client revenue sharing. Steam sales are converted to MWh equivalent at an assumed average rate of 11 klbs of steam / MWh. Uncontracted energy sales include sales under PPAs that are based on market prices.
Note: Certain amounts may not total due to rounding.

Discussion of Non-GAAP Financial Measures

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

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

Adjusted EBITDA

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

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the three months endedMarch 31, 2019 and 2018, reconciled for each such period to net income and cash flow provided by operating activities, which are believed to be the most directly comparable measures under GAAP.

Our projections of the proportional contribution of our interests in the JV to our Adjusted EBITDA and Free Cash Flow are not based on GAAP net income/loss or Cash flow provided by operating activities, respectively, and are anticipated to be adjusted to exclude the effects of events or circumstances in 2019 that are not representative or indicative of our results of operations and that are not currently determinable. Due to the uncertainty of the likelihood, amount and timing of any such adjusting items, we do not have information available to provide a quantitative reconciliation of projected net income/loss to an Adjusted EBITDA projection.

Free Cash Flow

Free Cash Flow is defined as cash flow provided by operating activities, plus changes in operating restricted funds, less maintenance capital expenditures, which are capital expenditures primarily to maintain our existing facilities.

We use the non-GAAP measure of Free Cash Flow as a criterion of liquidity and performance-based components of employee compensation. We use Free Cash Flow as a measure of liquidity to determine amounts we can reinvest in our core businesses, such as amounts available to make acquisitions, invest in construction of new projects, make principal payments on debt, or amounts we can return to our stockholders through dividends and/or stock repurchases.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow for the three months endedMarch 31, 2019 and 2018, reconciled for each such period to cash flow provided by operating activities, which we believe to be the most directly comparable measure under GAAP.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries (“Covanta”) or industry results, to differ materially from any future results, performance or

achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Covanta cautions investors that any forward-looking statements made by Covanta are not guarantees or indicative of future performance. Important factors, risks, and uncertainties that could cause actual results of Covanta and the JV to differ materially from those forward-looking statements include, but are not limited to:

• seasonal or long-term fluctuations in the prices of energy, waste disposal, scrap metal and commodities, and Covanta's ability to renew or replace expiring contracts at comparable prices and with other acceptable terms;

• adoption of new laws and regulations in the United States and abroad, including energy laws, tax laws, environmental laws, labor laws and healthcare laws;

• advances in technology;

• difficulties in the operation of our facilities, including fuel supply and energy delivery interruptions, failure to obtain regulatory approvals, equipment failures, labor disputes and work stoppages, and weather interference and catastrophic events;

• failure to maintain historical performance levels at Covanta's facilities and Covanta's ability to retain the rights to operate facilities Covanta does not own;

• Covanta's and the joint ventures ability to avoid adverse publicity or reputational damage relating to its business;

• difficulties in the financing, development and construction of new projects and expansions, including increased construction costs and delays;

• Covanta's ability to realize the benefits of long-term business development and bear the costs of business development over time;

• Covanta's ability to utilize net operating loss carryforwards;

• limits of insurance coverage;

• Covanta's ability to avoid defaults under its long-term contracts;

• performance of third parties under its contracts and such third parties' observance of laws and regulations;

• concentration of suppliers and customers;

• geographic concentration of facilities;

• increased competitiveness in the energy and waste industries;

• changes in foreign currency exchange rates;

• limitations imposed by Covanta's existing indebtedness and its ability to perform its financial obligations and guarantees and to refinance its existing indebtedness;

• exposure to counterparty credit risk and instability of financial institutions in connection with financing transactions;

• the scalability of its business;

• restrictions in its certificate of incorporation and debt documents regarding strategic alternatives;

• failures of disclosure controls and procedures and internal controls over financial reporting;

• Covanta's and the joint ventures ability to attract and retain talented people;

• general economic conditions in the United States and abroad, including the availability of credit and debt financing; and

• other risks and uncertainties affecting Covanta's businesses described periodic securities filings by Covanta with the SEC.

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

EX-99.2

First Quarter 2019 Earnings Conference Call NYSE: CVA April 25, 2019

Cautionary Statements All information included in this earnings presentation is based on continuing operations, unless otherwise noted. Forward-Looking Statements Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries (“Covanta”) or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Covanta cautions investors that any forward-looking statements made by Covanta are not guarantees or indicative of future performance. Important assumptions and other 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: the risks and uncertainties affecting Covanta's business described in periodic securities filings by Covanta with the SEC. Important factors, risks, and uncertainties that could cause actual results of Covanta and the JV to differ materially from those forward-looking statements include, but are not limited to: seasonal or long-term fluctuations in the prices of energy, waste disposal, scrap metal and commodities, and Covanta's ability to renew or replace expiring contracts at comparable prices and with other acceptable terms; adoption of new laws and regulations in the United States and abroad, including energy laws, tax laws, environmental laws, labor laws and healthcare laws; advances in technology; difficulties in the operation of our facilities, including fuel supply and energy delivery interruptions, failure to obtain regulatory approvals, equipment failures, labor disputes and work stoppages, and weather interference and catastrophic events; failure to maintain historical performance levels at Covanta's facilities and Covanta's ability to retain the rights to operate facilities Covanta does not own; Covanta's and the joint ventures ability to avoid adverse publicity or reputational damage relating to its business; difficulties in the financing, development and construction of new projects and expansions, including increased construction costs and delays; Covanta's ability to realize the benefits of long-term business development and bear the costs of business development over time; Covanta's ability to utilize net operating loss carryforwards; limits of insurance coverage; Covanta's ability to avoid defaults under its long-term contracts; performance of third parties under its contracts and such third parties' observance of laws and regulations; concentration of suppliers and customers; geographic concentration of facilities; increased competitiveness in the energy and waste industries; changes in foreign currency exchange rates; limitations imposed by Covanta's existing indebtedness and its ability to perform its financial obligations and guarantees and to refinance its existing indebtedness; exposure to counterparty credit risk and instability of financial institutions in connection with financing transactions; the scalability of its business; restrictions in its certificate of incorporation and debt documents regarding strategic alternatives; failures of disclosure controls and procedures and internal controls over financial reporting; Covanta's and the joint ventures ability to attract and retain talented people; general economic conditions in the United States and abroad, including the availability of credit and debt financing; and other risks and uncertainties affecting Covanta's businesses described periodic securities filings by Covanta with the SEC. Although Covanta believes that its plans, cost estimates, returns on investments, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any forward-looking statements. Covanta's and the joint ventures future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and Covanta does not have, or undertake, any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law. Note: All estimates with respect to 2019 and future periods are as of April 25, 2019. 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. Discussion of Non-GAAP Financial Measures We use a number of different financial measures, both United States generally accepted accounting principles (“GAAP”) and non-GAAP, in assessing the overall performance of our business. To supplement our assessment of results prepared in accordance with GAAP, we use the measures of Adjusted EBITDA and Free Cash Flow which are non-GAAP measures as defined by the Securities and Exchange Commission. The non-GAAP financial measures of Adjusted EBITDA and Free Cash Flow as described below, and used in this release, are not intended as a substitute or as an alternative to net income or cash flow provided by operating activities as indicators of our performance or liquidity or any other measures of performance or liquidity derived in accordance with GAAP. In addition, our non-GAAP financial measures may be different from non-GAAP measures used by other companies, limiting their usefulness for comparison purposes. The presentations of Adjusted EBITDA and Free Cash Flow are intended to enhance the usefulness of our financial information by providing measures which management internally use to assess and evaluate the overall performance of its business and those of possible acquisition or divestiture candidates, and highlight trends in the overall business. Note: Throughout this presentation, certain amounts may not total due to rounding. 2 April 25, 2019

Q1 2019 Financial Summary (Unaudited) FY 2019 (1) (in millions) Q1 2019 Q1 2018 Guidance Revenue $453 $458 Net income $5 $201 Adjusted EBITDA $84 $100 $440 - $465 Net cash provided by operating activities $37 $3 Free Cash Flow $6 $(52) $120 - $145 1) Guidance as of April 25, 2019. 3 April 25, 2019

Business and Strategic Highlights ü Affirming full year guidance ranges ◦ Q1 results in line with plan ◦ Completed ~30% of scheduled maintenance work in Q1 ü Waste business strong ◦ EfW tip fee prices up over 5% in Q1 on same store basis ◦ EfW profiled waste revenue up 9% in Q1 ◦ Manhattan Marine Transfer Station began operations in March ◦ Extended Babylon client relationship with new 15-year agreement ü Optimizing North America portfolio ◦ Closed Warren County, NJ facility ◦ Reached agreement to divest Springfield and Pittsfield, MA facilities ü Reached financial close on Rookery project in the UK ◦ Full scale construction underway ◦ Targeting commercial operations in 2022 ◦ Monetized $44 million up front, demonstrating value of project and efficiency of funding model ◦ Approximately half of targeted $40 to $50 million Free Cash Flow from announced UK pipeline now in construction 4 April 25, 2019

Financial Overview 5 April 25, 2019

Revenue: Q1 2019 vs. Q1 2018 (Unaudited) (1) (2) 1) Includes waste and service revenue, energy and metals volume, metals processing, and construction activity. 2) Energy price includes capacity payments. 6 April 25, 2019

Adjusted EBITDA: Q1 2019 vs. Q1 2018 (Unaudited) (1) (2) 1) Includes waste and service revenue, energy and metals volume, metals processing, plant operating costs, construction activity, insurance proceeds, and overhead. 2) Energy price includes capacity payments and RECs. 7 April 25, 2019

Free Cash Flow: Q1 2019 vs. Q1 2018 (Unaudited) (1) 1) Includes capital type expenditures at client owned facilities. 8 April 25, 2019

Growth Investment Outlook FY 2019 (Unaudited, in millions) Q1 2019 FY 2018 Outlook Organic growth investments (1) $3 $23 $25 New York City MTS contract 11 13 20 Total Ash Processing System 1 1 15 UK investments (2) 4 21 10 Acquisitions (2) 50 - Dublin facility construction - 22 - Total growth investments $17 $130 ~$70 Proceeds from asset sales (3) $26 $198 ~$45 • Net CVA equity investment into Rookery (40% equity stake) expected to be ~$40 million through 2022 ◦ Premium and development cost recovery consideration of $44 million received by CVA at financial close ◦ CVA to invest ~$80 million upon commercial operations, expected in early 2022 Note: 2019 outlook for acquisitions, UK investments and proceeds from asset sales to be updated as transactions are completed. 1) Organic growth programs are focused primarily on growing waste, energy, and metal revenue generated by our existing assets. 2) Includes early site work for Rookery, Protos, Newhurst and investments and premium paid on Earls Gate. 3) Includes gross cash received for sales and premiums/development fees received for development projects. 9 April 25, 2019

Capitalization Summary (Face value; unaudited, in millions) 3/31/2019 12/31/2018 12/31/2017 Cash and Cash Equivalents $88 $58 $46 Corporate Debt: Secured $737 $671 $705 Unsecured 1,693 1,694 1,664 Total Corporate Debt $2,430 $2,365 $2,369 Project Debt 139 150 171 Total Debt $2,569 $2,515 $2,540 Net Debt (1) $2,470 $2,438 $2,469 Stockholders’ Equity $454 $487 $427 Credit Ratios: Consolidated Leverage Ratio (1) 5.9x 5.6x 6.4x Senior Credit Facility Leverage Ratio (2) 2.4x 2.2x 3.6x 1) Consolidated Leverage Ratio is equal to net debt, calculated as total principal amount of debt outstanding less cash and cash equivalents, debt service principal-related restricted funds ($8 million at March 31, 2019) and escrowed construction financing proceeds ($3 million at March 31, 2019) divided by Adjusted EBITDA, excluding Dublin project proportional Adjusted EBITDA but including dividends from the Dublin project. 2) Leverage ratio as calculated for senior credit facility covenant. Effectively represents leverage at Covanta Energy, LLC and subsidiaries and ratio is proforma for acquisitions. 10 April 25, 2019

Appendix 11 April 25, 2019

Waste Update (Unaudited) • Client and New Business Activity (in millions, except price) Q1 2019 Q1 2018 2019E ▪ Extended Babylon client relationship with new 15-year Waste & Service Revenue: agreement EfW Tip Fees $149 $153 $610 - $630 • Q1 2019 revenue drivers vs. Q1 2018: EfW Service Fees 117 99 470 - 480 ▪ Same store EfW tip fee revenue: Environmental Services 32 32 145 - 150 ◦ Price up $8 million (5%) Municipal Services 48 45 215 - 220 ◦ Volume down $3 million (2%) Other 7 8 35 ▪ EfW profiled waste revenue grew 9% Intercompany (26) (26) (110) ▪ Lower tip fee revenue due to Dublin deconsolidation ▪ Higher service fee revenue driven by Palm Beach Total $327 $312 $1,365 - $1,405 EfW Tons: (1) • Trends and outlook: Tip Fee Contracted 2.0 2.1 8.5 - 8.7 ▪ Tip fee volumes to decline modestly on fleet optimization Tip Fee Uncontracted 0.5 0.7 2.0 ▪ Expect 2019 same store tip fee price growth of over 3% Service Fee 2.6 2.1 10.7 - 10.8 ▪ Service fee revenue growth driven by Palm Beach ▪ Covanta Environmental Solutions growth driven by: Total 5.2 4.8 21.2 - 21.5 ◦ Profiled waste including regulated medical waste EfW Tip Fee Revenue/Ton: ◦ Expanded capacity at material processing facilities Contracted $52.64 $53.33 ▪ New York City MTS driving Municipal Services growth Uncontracted $76.57 $65.38 Average Tip Fee $57.66 $56.20 $58 - $59 1) Excludes liquid waste. 12 April 25, 2019

Energy Update (Unaudited) • Q1 2019 revenue drivers vs. Q1 2018: (in millions, except price) Q1 2019 Q1 2018 2019E ▪ Same store energy price down $2 million Energy Revenue: ▪ Dublin facility deconsolidation reduced energy sales Energy Sales $81 $87 $270 - $290 by $4 million Capacity 13 13 40 • Trends and outlook: Total $94 $100 $310 - $330 ▪ Energy sales modestly lower in 2019 MWh Sold: ◦ Volumes slightly lower due to fleet optimization Contracted 0.5 0.5 2.0 ◦ Hedged prices improved vs. 2018 Hedged 0.8 0.8 2.8 ◦ Forward curve for market is below 2018 ◦ No meaningful contract transitions until 2024 Market 0.3 0.3 1.5 - 1.7 ▪ Hedge activity: Total 1.6 1.6 6.3 - 6.5 ◦ 1.6 million MWh remain exposed in 2019 Revenue per MWh: (1) ◦ 1.0 million MWh already hedged for 2020 Contracted $67.33 $67.86 $65 - $66 Hedged $49.67 $50.07 ~$35 Market $32.44 $44.08 $25 - $37 Average $51.74 $54.56 $42 - $45 1) Excludes capacity revenue. 13 April 25, 2019

Long-term Outlook: Energy Detail (Unaudited, in millions, except price) 2017A 2018A 2019E 2020E 2021E 2022E 2023E MWh Sold – CVA Share: Contracted 2.5 2.1 2.0 2.1 2.1 2.1 2.0 Hedged 2.7 3.1 2.8 1.0 — - - Market 0.8 1.3 1.6 3.4 4.5 4.5 4.5 Total MWh Sold 6.0 6.5 6.4 6.5 6.5 6.5 6.5 Market Sales (MWh) by Geography: PJM East 0.2 0.6 0.8 2.1 2.7 2.7 2.7 NEPOOL 0.2 0.2 0.4 0.8 1.1 1.1 1.1 NYISO 0.1 0.1 0.1 0.1 0.2 0.3 0.3 Other 0.3 0.3 0.3 0.4 0.4 0.4 0.4 Total Market Sales 0.8 1.3 1.6 3.4 4.5 4.5 4.5 Revenue per MWh: (1) Contracted $69.36 $66.59 ~$65 Hedged $34.92 $32.88 ~$35 Market $28.84 $37.12 ~$31 Average Revenue per MWh $48.26 $44.68 ~$43 Capacity Revenue (2) $46 $52 ~$40 ~$40 ~$40 Note: Production estimates for 2020 - 2023 are based on assumed operating performance and contract structures Note: hedged generation as presented above reflects only existing hedges. 1) Excludes capacity revenue. 2) Capacity revenue is approximate and includes bilateral agreements and only represents full year periods in which auctions have already settled. 14 April 25, 2019

Recycled Metals Update (Unaudited) • Q1 2019 revenue drivers vs. Q1 2018: ($ in millions, except price; tons in thousands) Q1 2019 Q1 2018 2019E ▪ Ferrous: Metals Revenue: ◦ Realized pricing down $5 million (31%) due to lower market price and increased sales directly Ferrous $11 $15 $50 - $60 from plants where transportation and operating cost savings offset lower selling price Non-Ferrous 9 9 50 - 60 ◦ Same store volume up 3% Total $21 $24 $100 - $120 ▪ Non-ferrous largely flat; increased higher value sales offset by lower market prices Tons Recovered: Ferrous 96 102 440 - 450 • Trends and outlook: Non-Ferrous 13 11 50 - 55 ▪ Growth in metal recovery Tons Sold: ▪ Ferrous prices stable with HMS pricing at $295 per ton in April Ferrous 84 77 370 - 380 ▪ Expect improvement in non-ferrous pricing Non-Ferrous 8 7 35 - 40 ◦ Improved separation and sales of higher value metals more than offsets lower market prices Revenue per Ton Sold: Ferrous $137 $193 $130 - $160 Non-Ferrous $1,123 $1,192 $1,400 - $1,500 Average HMS index price (1) $306 $321 $250 - $300 Average Old Cast Aluminum (2) $0.45 $0.61 ~$0.46 1) 2019 and 2018 average #1 Heavy Melt Steel composite index ($ / gross ton) as published by American Metal Market. 2) 2019 and 2018 average Old Cast Aluminum Scrap ($ / pound) calculated using the high price as published by American Metal Market. 15 April 25, 2019

Maintenance and Operating Expenses (Unaudited) • Q1 2019 revenue drivers vs. Q1 2018: (in millions) Q1 2019 Q1 2018 2019E ▪ Q1 2019 maintenance plan called for lower spend Plant Maintenance Expense: and relative mix of capex vs. Q1 2018 EfW $93 $89 $300 - $310 ▪ Other Plant Operating Expense increased primarily due to the acquisition of Palm Beach Other 2 1 Total $95 $90 • Trends and outlook: ▪ 2019 maintenance plan on track - no change to full Maintenance Capex: year spend outlook EfW $29 $44 $105 - $115 ▪ 2019 total EfW maintenance spend driven by: Other 2 1 15 ◦ Inclusion of Palm Beach, net of facility exits Total $31 $45 $120 - $130 ◦ Greater mix of expense vs. capex ▪ Other Plant Operating Expense drivers: Total EfW Maintenance Spend $122 $133 $405 - $425 ◦ EfW: Palm Beach acquisition ◦ Non-EfW: CES growth and NYC MTS Other Plant Operating Expense: EfW $185 $177 Other 79 78 Total $264 $255 Other Operating Expense $17 $8 16 April 25, 2019

Non-GAAP Reconciliation: Adjusted EBITDA Q1 Full Year LTM (Unaudited, in millions) 2019 2018 2018 2017 March 31, 2019 Net Income (Loss) $5 $201 $152 $57 $(44) Depreciation and amortization expense 55 54 218 215 219 Interest expense 36 38 145 147 143 Income tax expense (benefit) 2 (9) (29) (191) (18) Impairment charges — — 86 2 86 Debt service billings in excess of (less than) revenue recognized — 1 (1) 5 (2) Severance and reorganization costs 3 2 5 1 6 Stock-based compensation expense 8 9 24 18 23 Capital type expenditures at client owned facilities (1) 13 12 37 55 38 Net (gain) loss on sale of business and other (50) (210) (217) 6 (57) Loss on extinguishment of debt — — 15 84 15 Business development and transaction costs, net — 2 3 5 1 Property insurance recoveries, net — (7) (18) (2) (11) Adjustments to reflect Adjusted EBITDA from unconsolidated 6 4 23 — 25 investments (2) Other 6 3 14 6 17 Total adjustments 79 (101) 305 351 485 Adjusted EBITDA $84 $100 $457 $408 $441 1) Adjustment for impact of adoption of FASB ASC 853 – Service Concession Arrangements. 2) Adjustment beginning in 2018 to the Equity in Income from unconsolidated investments to adjust for the proportional impact of depreciation & amortization, interest expense, and taxes at the unconsolidated subsidiary (Proportional Adjusted EBITDA). 17 April 25, 2019

Non-GAAP Reconciliation: Adjusted EBITDA and Free Cash Q1 Full Year Full Year (Unaudited, in millions) 2019 2018 2018 2017 Estimated 2019 (1) Adjusted EBITDA $84 $100 $457 $408 $440 - $465 Cash paid for interest, net of capitalized interest (47) (33) (136) (132) (140) Cash paid for taxes, net (1) — (2) — (5) Capital type expenditures at client owned facilities (2) (13) (12) (37) (55) (40) Equity in net income from unconsolidated investments — — (6) (1) (5) - (10) Adjustments to reflect Adjusted EBITDA from unconsolidated investments (3) (6) (4) (23) — (20) - (25) Dividends from unconsolidated investments — — 13 2 10 Adjustment for working capital and other 20 (48) (28) 20 (10) - 10 Net cash provided by operating activities $37 $3 $238 $242 $230 - $260 Changes in restricted funds - operating (4) — (10) 4 1 10 Maintenance capital expenditures (31) (45) (142) (111) (130 - 120) Free Cash Flow $6 $(52) $100 $132 $120 - $145 1) Guidance as of April 25, 2019. 2) Adjustment for impact of adoption of FASB ASC 853 – Service Concession Arrangements. 3) Adjustment beginning in 2018 to reconcile the Equity in Income from unconsolidated investments to Proportional Adjusted EBITDA. 4) Adjustment for the impact of the adoption of ASU 2016-18 effective January 1, 2018. As a result of adoption, the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, changes in restricted funds are eliminated in arriving at net cash, cash equivalents, and restricted funds provided by operating activities. 18 April 25, 2019

Non-GAAP Financial Measures Free Cash Flow Free Cash Flow is defined as cash flow provided by operating activities, plus changes in restricted funds - operating, 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 criteria of liquidity and for 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 months ended March 31, 2019 and 2018 reconciled for each such period to cash flow provided by operating activities, which we believe to be the most directly comparable measure under GAAP. Adjusted EBITDA We use Adjusted EBITDA to provide additional ways of viewing aspects of operations that, when viewed with the GAAP results provide a more complete understanding of our core business. As we define it, Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income including the effects of impairment losses, gains or losses on sales, dispositions or retirements of assets, adjustments to reflect the Adjusted EBITDA from our unconsolidated investments, adjustments to exclude significant unusual or non-recurring items that are not directly related to our operating performance plus adjustments to capital type expenses for our service fee facilities in line with our credit agreements. We adjust for these items in our Adjusted EBITDA as our management believes that these items would distort their ability to efficiently view and assess our core operating trends. As larger parts of our business are being conducted through unconsolidated entities that we do not control, we are adjusting for our proportionate share of the entities depreciation and amortization, interest expense and taxes in order to improve comparability to the Adjusted EBITDA of our wholly owned entities. In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the three months ended March 31, 2019 and 2018, reconciled for each such period to net income and cash flow provided by operating activities, which are believed to be the most directly comparable measures under GAAP. Our projections of the proportional contribution of our interests in the JV to our Adjusted EBITDA and Free Cash Flow are not based on GAAP net income/loss or cash flow provided by operating activities, respectively, and are anticipated to be adjusted to exclude the effects of events or circumstances in 2019 that are not representative or indicative of our results of operations and that are not currently determinable. Due to the uncertainty of the likelihood, amount and timing of any such adjusting items, we do not have information available to provide a quantitative reconciliation of projected net income/loss to an Adjusted EBITDA projection. 19 April 25, 2019