Covanta Holding Annual Report 2018

Plain-text annual report

2018 ANNUAL REPORTANNUAL REPORT2018ANNUAL REPORTCovanta’s 2018 Annual ReportGHGGHGAs we rise, GHG emissions fall.Covanta’s 2018Annual ReportBroadening the Spectrum of InnovationCovanta’s 2018 Annual ReportAnnual ReportDear Fellow Shareholder, At Covanta, our mission remains to ensure that no waste is ever wasted. We believe that our ability to reduce land usage, recover energy and materials for recycling, and improve the climate change proﬁ le of waste disposal relative to landﬁ lls are all compelling, core beneﬁ ts of our business. In 2018 alone, our energy-from-waste facilities reduced lifecycle greenhouse gas emissions by the equivalent of approximately 20 million tons of CO2. Last year was deﬁ ned by our record performance and tangible execution on the broadest set of growth opportunities that Covanta has seen in over 25 years. We began the year by bringing our Fairfax County, Virginia, facility back to normal operations, and ended it with initiating construction of our ﬁ rst Energy-from-Waste (“EfW”) project in the UK and the ﬁ rst- of-its-kind Total Ash Processing System. In between, we set new operating benchmarks, with our ﬂ eet processing waste tonnage, generating electricity, and yielding metals at greater rates than at any other time in the history of the company. The Covanta team accomplished these goals all while achieving the best annual safety and environmental performances in our history, proving that safety and environmental performance go hand-in-hand with operational success. The net result was strong ﬁ nancial performance at the top end of our guidance range and major progress toward our long- term strategic goals. We are proud of what we accomplished and excited about how we are positioned for the future. UK Development In late 2017, we announced our strategic partnership with the Green Investment Group (“GIG”). Our ﬁ rst step in the partnership was GIG’s investment in Covanta’s Dublin EfW facility at an attractive multiple, which validated the value creation of our international development eﬀ orts. In 2018, the partnership began to execute on its goal of building out a ﬂ eet of EfW facilities in the UK. In December of last year, we reached ﬁ nancial close on the ﬁ rst project, the Earls Gate Energy Centre (“Earls Gate”). This project, near Edinburgh, Scotland, was brought in by GIG and embodies the type of high-quality, well-contracted facility that the partnership was built to pursue. In spite of market volatility, this project received strong support from the capital markets. We expect to complete construction in late 2021. Earls Gate is just the tip of the iceberg, as we expect to break ground on three additional UK EfW projects in 2019. Each of them is supported by long-term waste contracts with major UK waste companies that see EfW as a cost-eﬀ ective and sustainable waste solution. More broadly, the UK remains committed to moving away from landﬁ lling, instead embracing more sustainable waste policies and looking to reduce its export of waste to continental Europe. Our progress on these four projects, as well as on incremental steps related to earlier-stage developments, represents our largest growth opportunity to date and the most visible path toward shareholder value creation. Fleet Operations While we are energized by our opportunities in the UK market, the majority of our ﬂ eet is here in the United States. In 2018, we continued to drive value at our unparalleled assets in terms of the volume of waste processed and energy generated. In total, we processed 20.4 million tons of waste and sold 6.5 million megawatt hours of electricity. Our Fairfax County, Virginia, facility alone processed 1.1 million tons of waste and produced 660,000 megawatt hours, both facility records. This marks a tremendous recovery from 2017, when we had nearly a full year of downtime due to a major ﬁ re and subsequent approval of ﬁ re protection enhancements at the facility. Fairfax was far from the only key contributor, however, as ﬁ ve other plants processed record waste volumes, while four others generated record electricity volumes. This is a credit to the strength of our operations and maintenance teams and to the impact of Lean Six Sigma techniques, which have been critical in allowing 30-year old plants to achieve record productivity. With this performance across our ﬂ eet, we became more acutely aware of other assets that could be contributing more to our success. So, we embarked upon a critical review of our entire asset portfolio, with the goal of ensuring that our capital is allocated across our highest return opportunities. As part of this process, we implemented a ﬂ eet optimization program aimed at improving the economics of some of our facilities. There is no one-size-ﬁ ts-all approach to such a program. Among the areas we are evaluating are contract changes, permit adjustments, asset repurposing, and in some cases, facility closures. During 2018, we achieved a number of notable successes in this program. We added a Regulated Medical Waste (“RMW”) permit at a smaller plant in Florida; reached a more favorable agreement with our client in Long Beach, California; and acquired the operating contracts for two facilities in Palm Beach County, Florida. The Palm Beach County operating contracts, which were acquired on attractive terms, increased our presence in the state to eight EfW facilities with a combined throughput of 5.3 million tons-per-year. Acquisitions such as this ﬁ t solidly within our ﬂ eet optimization strategy as achieving greater scale within a region gives us the opportunity to leverage economies of scale. US Waste Markets Waste market dynamics remain favorable in our core markets. The states and municipalities in which we are concentrated have increasingly challenged or denied the expansion of existing landﬁ lls. The net result, which is most visible in New England, is that waste must travel further in order to reach a disposal site. This materially beneﬁ ts our well-located facilities and further highlights Covanta’s environmental beneﬁ ts. In addition to diverting waste from landﬁ lls and reducing greenhouse gas emissions, our facilities are located closer to population centers and have a signiﬁ cantly smaller footprint than landﬁ lls. This reduces the consumption of fossil fuels needed to transport waste to more remote disposal. Our facilities remain heavily contracted, which focuses our near-term eﬀ orts on increasing realized market prices for our uncontracted capacity. As contracts come up for rebid, we see ample opportunities to beneﬁ t from stronger market pricing going forward. Our EfW tip fees saw 3.5% same-store growth year-over-year in 2018, which was an acceleration from the 2.5% same-store growth experienced in 2017, and we expect more of the same in 2019. Covanta Environmental Solutions Our Covanta Environmental Solutions business has continued to show promising growth. Key drivers include expansion of our Materials Processing Facilities (“MPFs”), which allowed for a 50% increase in internalization of proﬁ led waste from the MPFs to our EfW facilities. Additionally, the group increased RMW processing, which grew by 26% during the year. Processing RMW requires speciﬁ c permits and the waste commands a premium tip fee of approximately 10 times that of Municipal Solid Waste. As such, we are working to expand our capabilities in this area. We have also continued to push growth in the pharmaceutical disposal segment of our business. We won a second contract this year to manage pharmaceutical take-back programs in New York State. This service line is still in its early stages and we expect to see it more than double in size in 2019. Metals and Ash Processing Along with our record waste processing and energy production, we recovered more metals than ever before in 2018. Our investment in metal recovery technologies continues to pay dividends, and over time, we have managed to further improve yield. 2018 was quite a challenging year for our metals business as the team was forced to navigate an unusually volatile market. Nevertheless, we managed to grow the top line of this business by 15%. In January 2019, we announced that we had commenced construction of our ﬁ rst Total Ash Processing System. This is an exciting development, particularly for the long term. Along with attractive ﬁ nancial returns, we see this as an opportunity to further improve our environmental footprint and advance our sustainability goals by reusing as much as two-thirds of our byproducts that would otherwise be waste. Our ﬁ rst Total Ash facility is expected to come online later in 2019, and based on the results of this ﬁ rst operation, we will look for opportunities to replicate the system in other locations. Conclusion 2018 was a year of strong execution for Covanta. Our plants ran better than ever, we broke numerous operational metrics, and we made very positive strides on our long-term growth initiatives. As we look ahead, we see substantial growth over the next ﬁ ve years with a signiﬁ cant new ﬂ eet of facilities operating in the UK and an optimized domestic business that is recognized as critical waste disposal infrastructure. Above all, we will continue our commitment to our talented employees, our forward-thinking customers and to you, our shareholders, to operate in the safest, most environmentally protective manner. Sincerely, Samuel Zell Stephen J. Jones Chairman of the Board of Directors President & Chief Executive Oﬃ cer Board of Directors Samuel Zell Chairman of the Board Covanta Holding Corporation Founder and Chairman Equity Group Investments CORPORATE INFORMATION Linda J. Fisher Former Vice President and Chief Sustainability Oﬃ cer E.I. Du Pont de Nemours and Company Danielle Pletka Senior Vice President, Foreign and Defense Policy American Enterprise Institute David M. Barse Founder and Chief Investment Oﬃ cer DMB Holdings Joseph M. Holsten Chairman of the Board LKQ Corporation Ronald J. Broglio President RJB Associates Stephen J. Jones President and Chief Executive Oﬃ cer Covanta Holding Corporation Michael W. Ranger Co-founder and Senior Managing Director Diamond Castle Holdings, LLC Robert S. Silberman Executive Chairman of the Board Strayer Education, Inc. Managing Director Equity Group Investments Peter C.B. Bynoe Managing Director Equity Group Investments Owen Michaelson Chief Executive Oﬃ cer Harworth Group PLC Jean Smith Chief Executive Oﬃ cer West Knoll Collection, LLC Executive Oﬃ cers Stephen J. Jones President and Chief Executive Oﬃ cer Timothy J. Simpson Executive Vice President, General Counsel and Secretary Michael J. de Castro Executive Vice President, Supply Chain Bradford J. Helgeson Executive Vice President and Chief Financial Oﬃ cer Matthew Mulcahy Executive Vice President, Head of Corporate Development Paul Gilman, Ph.D. Senior Vice President and Chief Sustainability Oﬃ cer Ginny Angilello Senior Vice President and Chief Human Resources Oﬃ cer Paul Stauder President, Covanta Environmental Solutions Derek W. Veenhof Executive Vice President, Asset Management Manpreet S. Grewal Vice President and Chief Accounting Oﬃ cer Other Information Corporate Oﬃ ce 445 South Street Morristown, NJ 07960 862.345.5000 www.covanta.com Email: ir@covanta.com Independent Auditor Ernst & Young, LLP Metropark, NJ Transfer Agent AST Financial 6201 15th Avenue Brooklyn, NY 11219 800.937.5449 Email: info@astﬁ nancial.com UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K þ ¨ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-06732 COVANTA HOLDING CORPORATION (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 445 South Street, Morristown, NJ (Address of principal executive offices) 95-6021257 (I.R.S. Employer Identification Number) 07960 (Zip Code) Registrant’s telephone number, including area code: (862) 345-5000 Securities registered pursuant to Section 12(b) of the Act: Title of each class Common Stock, $0.10 par value per share Name of each exchange on which registered New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No ¨ Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No þ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No ¨ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. þ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer Non-accelerated filer þ o o Smaller reporting company o Emerging growth company o (Do not check if a smaller reporting company) If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No þ As of June 30, 2018, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $1.9 billion. The aggregate market value was computed by using the closing price of the common stock as of that date on the New York Stock Exchange. (For purposes of calculating this amount only, all directors and executive officers of the registrant have been treated as affiliates.) Class Common Stock, $0.10 par value Outstanding at February 8, 2019 131,059,818 Documents Incorporated By Reference: Part of Form 10-K of Covanta Holding Corporation Part III Documents Incorporated by Reference Portions of the Proxy Statement to be filed with the Securities and Exchange Commission in connection with the 2019 Annual Meeting of Stockholders. TABLE OF CONTENTS Cautionary Note Regarding Forward-Looking Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Availability of Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 1. Item 1A. Item 1B. Item 2. Item 3. Item 4. Item 5. Item 6. Item 7. Item 7A. Item 8. Item 9. Item 9A. Item 9B. Item 10. Item 11. Item 12. Item 13. Item 14. PART I Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Markets, Competition And Business Conditions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Regulation Of Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Employees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Officers of the Registrant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Mine Safety Disclosures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART II Market For Registrant’s Common Equity, Related Stockholder Matters And Issuer Purchases Of Equity Securities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Management’s Discussion And Analysis Of Financial Condition And Results Of Operations . . . . . Overview . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Results Of Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2018 vs. Year Ended December 31, 2017 . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2017 vs. Year Ended December 31, 2016 . . . . . . . . . . . . . . . . . . . . Adjusted EBITDA (Non-GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted EPS (Non-GAAP). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liquidity And Capital Resources . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Free Cash Flow (Non-GAAP) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Discussion Of Critical Accounting Policies And Estimates. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Quantitative And Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statements And Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes In And Disagreements With Accountants On Accounting And Financial Disclosure. . . . . Controls And Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PART III Directors, Executive Officers And Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Security Ownership Of Certain Beneficial Owners And Management And Related Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Certain Relationships And Related Transactions, And Director Independence . . . . . . . . . . . . . . . . . Principal Accountant Fees And Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Item 15. PART IV Exhibits, Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OTHER Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Page 3 4 5 12 16 20 21 22 32 32 32 33 34 35 36 36 36 37 40 45 46 48 50 54 57 59 106 106 109 109 109 109 109 109 109 113 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements in this Annual Report on Form 10-K 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 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; our 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, environmental laws, tax laws, labor laws and healthcare laws; failure to maintain historical performance levels at our facilities and our ability to retain the rights to operate facilities we do not own; our ability to avoid adverse publicity or reputational damage relating to our business; 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; 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 cost of business development over time; 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; our ability to attract and retain talented people; failures of disclosure controls and procedures and internal controls over financial reporting; our ability to utilize net operating loss carryforwards; general economic conditions in the United States and abroad, including the availability of credit and debt financing; restrictions in our certificate of incorporation and debt documents regarding strategic alternatives; and other risks and uncertainties affecting our business described in Item 1A. Risk Factors of this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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. 3 AVAILABILITY OF INFORMATION Information about Covanta is available on the Company’s website at www.covanta.com. On this website, Covanta makes available, free of charge, its annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to those reports. All such reports are available as soon as reasonably practicable after they are electronically filed with, or electronically furnished to, the SEC. Printed copies of these documents may be requested, free of charge, by contacting the Corporate Secretary, Covanta, 445 South Street, Morristown, NJ 07966, telephone 973-345-5000. The information contained on Covanta's website is not part of this Annual Report on Form 10-K and is not incorporated by reference in this document. References to website addresses are provided as inactive textual references only. The SEC also maintains a website at www.sec.gov that contains reports, proxy and information statements, and other information regarding the Company that have been filed electronically with the SEC, including this Form 10-K. 4 Item 1. BUSINESS PART I The terms “we,” “our,” “ours,” “us,” “Covanta” and “Company” refer to Covanta Holding Corporation and its subsidiaries and the term “Covanta Energy” refers to our subsidiary Covanta Energy, LLC and its subsidiaries. About Covanta Holding Corporation We are organized as a holding company, which was incorporated in Delaware on April 16, 1992. We conduct all of our operations through subsidiaries, which are engaged predominantly in the business of waste and energy services. Our mission is to provide sustainable waste and energy solutions. We seek to do this through a variety of service offerings, including our core business of owning and operating infrastructure for the conversion of waste to energy (known as “energy-from-waste” or “EfW”). EfW facilities produce energy through the combustion of non-hazardous municipal solid waste (“MSW”) in specially-designed power plants. Most of our facilities are “mass-burn” facilities, which combust the MSW on an as-received basis without any pre- processing such as shredding, sorting or sizing. The process reduces the waste to an inert ash while extracting ferrous and non- ferrous metals for recycling. In addition to our mass-burn facilities, we own and/or operate additional facilities that use other processes or technologies, such as refuse-derived fuel facilities which process waste prior to combustion. EfW serves two key markets as both a sustainable waste management solution that is environmentally superior to landfilling and as a source of clean energy that reduces overall greenhouse gas (“GHG”) emissions. EfW is considered renewable under the laws of many states and under federal law. Our facilities are critical infrastructure assets that allow our customers, which are principally municipal entities, to provide an essential public service through sustainable practices. Our EfW facilities earn revenue from both the disposal of waste and the generation of electricity, generally under long-term contracts, as well as from the sale of metals recovered during the EfW process. We operate and/or have ownership positions in 44 EfW facilities, the majority of which are in North America. In total, these facilities process approximately 22 million tons of solid waste annually, equivalent to 9% of post-recycled MSW generated in the United States. Our facilities produce approximately 10 million megawatt hours (“MWh”) of baseload electricity annually. We also operate waste management infrastructure, including 16 waste transfer stations, 20 material processing facilities, four landfills (primarily for ash disposal), one metals processing facility, and one ash processing facility (currently under construction), all of which are complementary to our core EfW business. Outside of North America, we operate and/or have equity interests in EfW projects in Ireland, Italy and the United Kingdom (currently in development and/or under construction). We intend to pursue additional international EfW projects where the regulatory and market environments are attractive, primarily through our joint ventures with Green Investment Group ("GIG"). For additional information see Execution on Strategy below, and Item 8. Financial Statements and Supplementary Data- Note 3. New Business and Asset Management. Ownership and operation of facilities in foreign countries potentially involves greater political and financial uncertainties than we experience in the United States, as described below and discussed in Item 1A. Risk Factors. We have one reportable segment, which comprises our entire operating business. Additional information about our reportable segment and our operations by geographic area is contained in Item 8. Financial Statements And Supplementary Data — Note 6. Business Segment and Geographic Information. Environmental Benefits of Energy-from-Waste We believe that EfW offers solutions to public sector leaders around the world for addressing two key issues: sustainable management of waste and renewable energy generation. We believe that the environmental benefits of EfW, as an alternative to landfilling, are clear and compelling: by processing municipal solid waste in EfW facilities, we reduce GHG emissions, lower the risk of groundwater contamination, and conserve land. EfW facilities reduce GHG emissions by displacing fossil-fuel fired grid electricity, recycling metals, and diverting MSW from landfills, which are the 3rd largest source of man-made methane, a GHG over 80 times more potent than carbon dioxide (“CO2”) over a 20-year period. At the same time, EfW generates clean, reliable energy from a renewable fuel source, thus reducing dependence on fossil fuels, the combustion of which is itself a major contributor of GHG emissions. The United States Environmental Protection Agency (“EPA”), using lifecycle tools such as its own Municipal Solid Waste Decision Support Tool, has found that, on average, approximately one ton of CO2-equivalent is reduced relative to landfilling for every ton of waste processed. Compared with fossil-fuel based generation, each ton of waste processed eliminates the need to consume approximately one barrel of oil or one-quarter ton of coal, in order to generate the equivalent amount of 5 electricity. We believe EfW is also an important component of business and community efforts to divert post-recycled waste from landfills as part of their GHG, zero-waste-to-landfill, circular economy, and other sustainability initiatives. As public planners and commercial and industrial companies address their needs for more environmentally sustainable waste management and energy generation in the years ahead, we believe that EfW will be an increasingly attractive alternative. Other Environmental Services Offerings In addition to our core EfW business, we offer a variety of sustainable waste management solutions in response to customer demand, including on site clean-up services, wastewater treatment, pharmaceutical and healthcare solutions, reverse distribution, transportation and logistics, recycling and depackaging. Together with our processing of non-hazardous "profiled waste" for purposes of assured destruction or sustainability goals in our EfW facilities, we offer these services under our Covanta Environmental Solutions ("CES") brand. Through acquisitions and organic growth initiatives, we have expanded our network of facilities to enable us to provide a range of services to industrial customers for the treatment, recycling and/or disposal of their non-hazardous materials. These businesses are highly synergistic with our existing profiled waste business, offer us the opportunity to expand the geographical sourcing of our waste streams and expand our presence in the environmental services sector, allowing us to drive higher margin profiled waste volumes into our EfW facilities and access additional revenue growth opportunities. STRATEGY Each of our service offerings responds to customer demand for sustainable waste management services that are superior to landfilling according to the “waste hierarchy" and assists our customers in meeting their own zero-waste, zero-waste-to-landfill, circular economy, and other sustainability goals. As indicated above, each of our service offerings is focused on providing cost effective and sustainable solutions that leverage our extensive network of EfW facilities and transfer stations in North America. We intend to pursue our mission through the following key strategies: • Preserve and grow the value of our existing portfolio. We intend to maximize the long-term value of our existing portfolio of facilities by continuously improving safety, health and environmental performance, working to provide superior customer service, continuing to operate at our historic production levels, maintaining our facilities in optimal condition, extending waste and service contracts, and conducting our business more efficiently. We intend to achieve organic growth by expanding our customer base, service offerings and metal recovery, adding waste, service or energy contracts, investing in and enhancing the capabilities of our existing assets, and deploying new or improved technologies, systems, processes and controls, all targeted at increasing revenue or reducing costs. Expand through project development and/or acquisitions in selected attractive markets. We seek to grow our portfolio, primarily through development of new facilities or businesses, competitive bids for new contracts, and acquisitions, where we believe that market opportunities will enable us to utilize our skills and/or invest our capital at attractive risk-adjusted rates of return. We focus these efforts in markets where we currently have projects in operation or under construction, and in other markets with strong economic fundamentals and predictable legal and policy support. In addition to our focus on EfW and related waste sourcing activities, we are seeking to expand our environmental service offerings through both organic growth and acquisitions. We believe that our approach to these opportunities is highly-disciplined, both with regard to our required rates of return on invested capital and the manner in which potential acquired businesses or new projects will be structured and financed. Develop and commercialize new technology. We believe that our efforts to protect and expand our business will be enhanced by the development of additional technologies in such fields as recycling, alternative waste treatment processes, combustion controls, emission controls and residue recycling, reuse or disposal. We have advanced our research and development efforts in some of these areas relevant to our EfW business, and have patents and patents pending for advances in controlling emissions. Advocate for public policy favorable to EfW and other sustainable waste and materials management solutions. We seek to educate policymakers and regulators about the environmental and economic benefits of EfW and advocate for policies and regulations that appropriately reflect these benefits. Our business is highly regulated, and as such we believe that it is critically important for us, as an industry leader, to play an active role in the debates surrounding potential policy developments that could impact our business. • • • • Maintain a focus on sustainability. Providing sustainable waste, materials, and energy services to our customers is the cornerstone of our business. Our corporate culture is focused on the triple bottom line of sustainability (people, planet, prosperity) in support of our mission. In addition to robust financial reporting, we are committed to transparently reporting our environmental, social and governance standards, policies, and performance through our corporate sustainability report. We seek to continuously improve our performance across these aspects to remain an industry leader. Allocate capital efficiently for long-term shareholder value. We plan to allocate capital to maximize shareholder value by: investing in our existing businesses to maintain and enhance assets; investing in new projects and strategic acquisitions that offer attractive returns on invested capital and further our strategic goals; maintaining a strong balance sheet; and consistently returning capital to our shareholders. • 6 EXECUTION ON STRATEGY Consistent with our strategy, we have executed on the following during 2018: Capital Allocation Our key capital allocation activities in 2018 included the following: • • $133 million declared in dividends to stockholders; and $130 million for growth investments, including $16 million for business development in the UK, $13 million in preparation for services to be provided to a second marine transfer station under our New York City transportation and disposal contract, $50 million for acquisitions, and $24 million for various organic growth investments, which included metals recovery projects, ash processing technology and investments related to our profiled waste and environmental services businesses. New Business Development GIG Joint Venture In December 2017, we entered into an arrangement with GIG, a subsidiary of Macquarie Group Limited, to develop, fund and own EfW projects in the UK and Ireland. This arrangement between Covanta and GIG creates a platform to develop waste infrastructure projects and pursue new opportunities for EfW project development or acquisitions on a 50/50 basis. In February 2018, GIG invested in our Dublin EfW facility, acquiring 50% ownership for €136 million, while we retained a 50% equity interest, through a joint venture, and retained our role as operations and maintenance ("O&M") service provider for the facility. As additional projects in the development pipeline reach financial close and move into the construction phase, we and GIG will acquire the available ownership in each project, with a premium payable to the partner that originally developed and/or contributed the project. We are the preferred O&M service provider for all projects where we co-invest with GIG, on market competitive terms. In December 2018, financial close was reached on a second project, the Earls Gate Energy Centre project ("Earls Gate"), an EfW facility to be constructed in Grangemouth, Scotland. Covanta and GIG together will hold a 50% equity ownership with co-investor and developer Brockwell Energy owning the remaining 50% stake. The Earls Gate facility is expected to commence operations in late 2021. Other Business Development During the first quarter of 2018, we acquired one environmental services business located in Toronto, Canada for approximately $4 million, expanding the capabilities and client service offerings of our CES business in Canada. In March 2018, we received notice to proceed from the Department of Sanitation of New York City ("DSNY") to develop the infrastructure supporting the East 91st Street Marine Transfer Station ("MTS"). We expect to commence operations in the second quarter of 2019. The MTS is the second in a pair of marine transfer stations under a 20-year waste transport and disposal agreement between Covanta and DSNY. In September 2018, we acquired the Palm Beach Resource Recovery Corporation ("PBRRC") for $46 million. PBRRC holds long- term contracts for the operation and maintenance of two EfW facilities located in Palm Beach County, Florida. In January 2019, we commenced construction of our first Total Ash Processing System located in Fairless Hills, Pennsylvania, adjacent to our metal processing facility. This technology separates the combined ash from EfW facilities into its component parts enabling increased recycling of small metal fractions and the recovery of aggregate for reuse as construction material while reducing the volume of ash requiring landfill disposal. Operational start-up is expected in the second half of 2019. Contract Extensions We reached agreements to extend several material contracts in 2018, including: • • • • Service fee operating contract at our Huntington facility for an additional 5 years through 2024; Service fee operating contract at our Huntsville facility for an additional 5 years through 2023; Service fee operating contract at our Montgomery County facility for an additional 5 years through 2026; and Power purchase agreement at our Marion County facility for an additional 15 years through 2034. 7 Other Significant Events During 2018, we commenced a fleet optimization program with the goals of improving overall operating profit and cash flow from our portfolio, reducing risk, and focusing resources on our most profitable and strategically important businesses. We identified a population of EfW facilities where local market conditions, operating and maintenance costs, and other factors challenge facility economics, and we began exploring strategic alternatives for these assets, which may include contract renegotiation, sale, or facility closure. We anticipate that this program will continue over the next several years. The following activities occurred during 2018 as part of this effort: • • • During the second quarter of 2018, we made a decision to cease operations at our EfW facility in Warren County, New Jersey due to ongoing challenges with the economic performance of the facility. The shutdown is expected to occur in mid-2019. For further information see in Item 8. Financial Statements And Supplementary Data —Note 10. Supplementary Information. In July 2018, we sold our equity interests in a hydroelectric facility located in the state of Washington for proceeds of approximately $12 million. For further information see in Item 8. Financial Statements And Supplementary Data —Note 4. Dispositions and Assets Held for Sale. In September 2018, we amended our service agreement with the City of Long Beach, California. Under the amendment, the City of Long Beach will invest approximately $9 million and we will invest an additional $5 million for facility maintenance which will allow for opportunities to process higher-value waste. These capital investments aim to ensure continued sustainable operation of the facility. In March of 2018, our service contract with Hennepin County to operate the Hennepin Energy Recovery Center expired. Continuous Improvement In 2018, we advanced our continuous improvement initiative utilizing Lean Six Sigma methodologies. The focus of this data- driven effort is on achieving stable operations at high performance levels, improved process efficiency and standardization across all of our facilities. We have established a team that includes external experts and internal top performers. This effort advances beyond previous efficiency initiatives, and enhances and complements the outage optimization efforts that we have undertaken over the past several years. Sustainability Goals We continued to advance our performance against a series of sustainability goals aligned with our business goals and mission. Set in the areas of safety and health, environment, materials management, human resources, finance, governance, and community affairs, each goal has an assigned champion on our senior leadership team to ensure their full integration into our business. We believe attaining these goals helps us respond to our customers’ increasing interest in sustainability and the sustainable solutions we provide, mitigate certain risks, and gain a competitive advantage in business development opportunities. ENERGY-FROM-WASTE-PROJECTS Our EfW projects generate revenue primarily from three sources: (1) fees charged for operating facilities or processing waste received; (2) the sale of electricity and/or steam; and (3) the sale of ferrous and non-ferrous metals that are recovered from the waste stream as part of the EfW process. We may also generate additional revenue from the construction, expansion or upgrade of a facility, when a public sector client owns the facility. Our customers for waste services or facility operations are principally public sector entities, though we also market disposal capacity at certain facilities to commercial customers. Our facilities primarily sell electricity, either to utilities at contracted rates or, in situations where a contract is not in place, at prevailing market rates in regional markets (primarily PJM, NEPOOL and NYISO in the Northeastern United States), and in some cases sell steam directly to industrial users. We also operate and/or have ownership positions in environmental services businesses, transfer stations, and landfills (primarily for ash disposal) that are ancillary and complementary to our EfW projects and generate additional revenue from disposal or service fees. 8 EfW Contract Structures Most of our EfW projects were developed and structured contractually as part of competitive procurement processes conducted by public sector entities. As a result, many of these projects have common features. However, each contractual agreement is different, reflecting the specific needs and concerns of a client community, applicable regulatory requirements and/or other factors. Our EfW projects can generally be divided into three categories, based on the applicable contract structure at a project as described in the table below. Notwithstanding distinctions among these general classifications in contract structures, in all cases we focus on a consistent set of performance indicators to optimize service to customers and operating results:(i) boiler availability; (ii) turbine availability; (iii) safety and environmental performance measures; (iv) tons processed; (v) steam sold; (vi) megawatt hours sold; and (vii) recycled metal tons sold. The following summarizes the typical contractual and economic characteristics of the three project structures our EfW projects located in North America: Tip Fee Service Fee (Covanta Owned) Service Fee (Client Owned) 20 Host community and municipal and commercial waste customers 4 Host community, with limited merchant capacity in some cases 18 Dedicated to host community exclusively Per ton “tipping fee” Fixed fee, with performance incentives and inflation escalation Number of facilities: Client(s): Waste or service revenue: Energy revenue: Covanta retains 100% Metals revenue: Covanta retains 100% Operating costs: Project debt service: After service contract expiration: Covanta responsible for all operating costs Covanta project subsidiary responsible N/A Share with client (Covanta retains approximately 20% on average) Share with client (Covanta typically retains approximately 50%) Pass through certain costs to client (e.g. ash disposal) Paid by client explicitly as part of service fee Client responsible for debt service Covanta owns the facility; clients have certain rights set forth in contracts; facility converts to Tip Fee or remains Service Fee with new terms Client owns the facility; extend with Covanta or tender for new contract We are principally responsible for capital costs in facilities that we own; however, client communities may have a contractual obligation to fund a portion of certain capital costs, particularly if required by a change in law. We also may be required to participate in capital improvements for non-owned facilities that we operate, which would be accounted for as operating expense. In contracts with our client communities, we agree to operate the facility and meet minimum performance standards. Typically, these include waste processing, energy efficiency standards, energy production and environmental standards. Unexcused failure to meet these requirements or satisfy the other material terms of our agreement, may result in damages charged to us or, if the breach is substantial, continuing and unremedied, termination of the applicable agreement. If one or more contracts were terminated for our default, these contractual damages may be material to our cash flow and financial condition. To date, we have not incurred material liabilities under such performance guarantees. Contracted and Merchant Revenue We generated 75% of our waste and service revenue in 2018 under contracts at set rates, while 25% was generated at prevailing market prices. Our waste disposal / service contracts expire at various times between 2019 and 2038. As of December 31, 2018, the volume weighted average contract life of our service fee contracts and tip fee contracts is 9.4 and 5.3 years, respectively. Our energy contracts expire at various times between 2019 and 2034. As our contracts expire, we become subject to greater market risk in maintaining and enhancing our revenue. To date, we have been successful in extending the majority of our existing contracts to operate EfW facilities owned by public sector clients. We project the percentage of 2019 contracted waste and service revenue to approximate 2018 levels. As our waste service agreements at facilities that we control expire, we intend to seek replacement or additional contracts, and because project debt on these facilities will be paid off at such time, we expect to be able to offer rates that will attract sufficient quantities of waste while providing acceptable revenue to us. The expiration of existing energy contracts at these facilities will require us to sell our output either into the local electricity grid at prevailing rates or pursuant to new contracts. We expect that multi-year contracts for waste supply at these facilities will continue to be available on acceptable terms in the marketplace, at 9 least for a substantial portion of facility capacity, as municipalities continue to value long-term committed and sustainable waste disposal capacity. We also expect that an increasing portion of system capacity will be contracted on a shorter-term basis, and so we will have more frequent exposure to waste market risk. We expect that multi-year contracts for energy sales will generally be less available than in the past, thereby increasing our exposure to energy market prices upon expiration. As our existing contracts have expired and our exposure to market energy prices has increased, we entered into hedging arrangements in order to mitigate our exposure to near-term (one to three years) revenue fluctuations in energy markets, and we expect to continue to do so in the future. Our efforts in this regard will involve only mitigation of price volatility for the energy we produce in order to limit our energy revenue "at risk," and will not involve speculative energy trading. See Item 1A. Risk Factors — Our results of operations may be adversely affected by market conditions existing at the time our contracts expire. Over time, we will seek to renew, extend or sign new waste and service contracts and pursue opportunities with commercial customers and municipalities that are not necessarily stakeholders in our facilities in order to maintain a significant majority of our waste and service revenue (and EfW fuel supply) under multi-year contracts. In addition, we are focused on expanding our environmental service offerings through both organic growth and acquisitions. The acquisitions will allow us to establish a greater presence in the environmental services sector, expand the geographical sourcing of our waste streams and drive non-hazardous profiled waste volumes into our EfW facilities. These acquired businesses typically accept waste under short-term contractual arrangements. 10 Summary information regarding our energy-from-waste operations located in North America is provided in the following table: Design Capacity Waste Processing (TPD) Gross Electric (MW) Location Nature of Interest Service Contract Expiration 2. 1. TIP FEE STRUCTURES Fairfax County (1). . . . . . . . . . . . . . . . . . . . Virginia . . . . . . . . . . Southeast Massachusetts (1)(2). . . . . . . . . . . Massachusetts . . . . . Delaware Valley (1). . . . . . . . . . . . . . . . . . . Pennsylvania . . . . . . 3. Hempstead . . . . . . . . . . . . . . . . . . . . . . . . . New York . . . . . . . . . 4. Indianapolis (3) . . . . . . . . . . . . . . . . . . . . . . Indiana . . . . . . . . . . . 5. Niagara (3) . . . . . . . . . . . . . . . . . . . . . . . . . New York . . . . . . . . . 6. Essex County (1) . . . . . . . . . . . . . . . . . . . . . New Jersey. . . . . . . . 7. Haverhill (1) . . . . . . . . . . . . . . . . . . . . . . . . Massachusetts . . . . . 8. Union County (1) . . . . . . . . . . . . . . . . . . . . New Jersey. . . . . . . . 9. Plymouth (1) . . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania . . . . . . 10. Tulsa (1)(3) . . . . . . . . . . . . . . . . . . . . . . . . . . Oklahoma. . . . . . . . . 11. 12. Camden (1) . . . . . . . . . . . . . . . . . . . . . . . . . New Jersey. . . . . . . . 13. Alexandria/Arlington (1) . . . . . . . . . . . . . . . Virginia . . . . . . . . . . Stanislaus County (1) . . . . . . . . . . . . . . . . . California . . . . . . . . . 14. Southeast Connecticut (1)(4) . . . . . . . . . . . . Connecticut . . . . . . . 15. 16. Bristol (1) . . . . . . . . . . . . . . . . . . . . . . . . . . Connecticut . . . . . . . 17. Lake County . . . . . . . . . . . . . . . . . . . . . . . Florida . . . . . . . . . . . 18. Warren County (1). . . . . . . . . . . . . . . . . . . . New Jersey. . . . . . . . Springfield (1) . . . . . . . . . . . . . . . . . . . . . . . Massachusetts . . . . . 19. Pittsfield (3). . . . . . . . . . . . . . . . . . . . . . . . . Massachusetts . . . . . 20. SERVICE FEE (COVANTA OWNED) STRUCTURES 21. Onondaga County . . . . . . . . . . . . . . . . . . . New York . . . . . . . . . 22. Huntington. . . . . . . . . . . . . . . . . . . . . . . . . New York . . . . . . . . . 23. Babylon . . . . . . . . . . . . . . . . . . . . . . . . . . . New York . . . . . . . . . 24. Marion County. . . . . . . . . . . . . . . . . . . . . . Oregon . . . . . . . . . . . SERVICE FEE (CLIENT OWNED) STRUCTURES 25. Pinellas County . . . . . . . . . . . . . . . . . . . . . Florida . . . . . . . . . . . 26. Miami-Dade County (1)(2). . . . . . . . . . . . . . Florida . . . . . . . . . . . 27. Honolulu (2)(5) . . . . . . . . . . . . . . . . . . . . . . . Hawaii . . . . . . . . . . . Lee County (5) . . . . . . . . . . . . . . . . . . . . . . Florida . . . . . . . . . . . 28. 29. Montgomery County (1)(5) . . . . . . . . . . . . . Maryland . . . . . . . . . 30. Hillsborough County . . . . . . . . . . . . . . . . . Florida . . . . . . . . . . . 31. Long Beach . . . . . . . . . . . . . . . . . . . . . . . . California . . . . . . . . . 32. York County (1) . . . . . . . . . . . . . . . . . . . . . Pennsylvania . . . . . . Palm Beach I . . . . . . . . . . . . . . . . . . . . . . . Florida . . . . . . . . . . . 33. Palm Beach II . . . . . . . . . . . . . . . . . . . . . . Florida . . . . . . . . . . . 34 Lancaster County (1) (3) . . . . . . . . . . . . . . . . Pennsylvania . . . . . . 35. 36. Pasco County . . . . . . . . . . . . . . . . . . . . . . . Florida . . . . . . . . . . . 37. Harrisburg (1) . . . . . . . . . . . . . . . . . . . . . . . Pennsylvania . . . . . . 38. Burnaby . . . . . . . . . . . . . . . . . . . . . . . . . . . Canada . . . . . . . . . 39. Huntsville (3) . . . . . . . . . . . . . . . . . . . . . . . Alabama. . . . . . . . . . 40. Kent County. . . . . . . . . . . . . . . . . . . . . . . . Michigan . . . . . . . . . 41. MacArthur . . . . . . . . . . . . . . . . . . . . . . . . . New York . . . . . . . . . British Columbia, 3,000 2,700 2,688 2,505 2,362 2,250 2,277 1,650 1,440 1,216 1,125 1,050 975 800 689 650 528 450 400 240 990 750 750 550 3,150 3,000 2,950 1,836 1,800 1,800 1,380 1,344 2,178 2,740 1,200 1,050 800 800 690 625 486 42. Durham-York. . . . . . . . . . . . . . . . . . . . . . . Durham Region, Canada . . . . . . . . . SUBTOTAL. . . . . . . 480 60,344 93.0 Owner/Operator 78.0 Owner/Operator 87.0 Owner/Operator 72.0 Owner/Operator 6.5 Owner/Operator 50.0 Owner/Operator 66.0 Owner/Operator 44.6 Owner/Operator 42.1 Lessee/Operator 32.0 Owner/Operator 16.8 Owner/Operator 21.0 Owner/Operator 22.0 Owner/Operator 22.4 Owner/Operator 17.0 Owner/Operator 16.3 Owner/Operator 14.5 Owner/Operator 13.5 Owner/Operator 9.4 Owner/Operator 0.9 Owner/Operator 39.2 Owner/Operator 24.3 Owner/Operator 16.8 Owner/Operator 13.1 Owner/Operator 75.0 Operator 77.0 Operator 90.0 Operator 57.3 Operator 63.4 Operator 46.5 Operator 36.0 Operator 42.0 Operator 62.0 Operator 95.0 Operator 33.1 Operator 29.7 Operator 20.8 Operator 23.9 Operator — Operator 16.8 Operator 12.0 Operator 17.4 Operator 1,616.3 2035 2024 2019 2019 2024 2023 2032 2024 2026 2029 2024 2035 2029 2035 2032 2024 2032 2025 2023 2023 2030 2036 (1) (2) These facilities either sell electricity into the regional power pool at prevailing market rates or have contractual arrangements to sell electricity at prevailing market rates These facilities use a refuse-derived fuel technology. 11 (3) These facilities have been designed to export steam for sale. See table below for the equivalent electric output. The equivalent electric output is part of, not in addition to, the design capacity megawatts ("MW") listed in the table above. Facility Equivalent Electric Output (MW) Niagara . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Indianapolis . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tulsa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Huntsville . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pittsfield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Lancaster. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (4) (5) This facility transitioned from a service fee (owned) to a tip fee contract effective February 2017. The client has a termination option under the service agreement. 66 52 25 15 5 5 Summary information regarding our equity investments in EfW projects outside of North America is provided in the following table: 1. 2. 3. (1) (2) (3) Location Project Dublin (1) (2) . . . . . . . . . Trezzo . . . . . . . . . . . . . Italy . . . . . . . . . . . . . . . . . . . . . . . Earls Gate (1) (3) . . . . . . . UK. . . . . . . . . . . . . . . . . . . . . . . . SUBTOTAL . . . . . . . . . . . . . . . . Ireland . . . . . . . . . . . . . . . . . . . . . Design Capacity Waste Processing (Metric TPD) Gross Electric (MW) 1,800 500 650 2,950 Nature of Interest 50% Owner/Operator 13% Owner/JV Operator 25% Owner (3) 58.0 18.0 21.5 97.5 For additional information see Item 8. Financial Statements and Supplementary Data- Note 3. New Business and Asset Management,- Green Investment Group Limited (“GIG”) Joint Ventures. We have a 50% indirect ownership of Dublin EfW, through our 50/50 joint venture with GIG, Covanta Europe Assets Ltd. Facility currently under construction with operations expected to commence in late 2021. Covanta will provide technical oversight services during construction and operations. Waste secured under long-term agreements total 75% of capacity and 100% of electricity and steam output will be sold under a long-term agreement with industrial site host. The facility is designed to export steam at the equivalent electric output of 11 MW. The equivalent electric output is part of, not in addition to, the design capacity megawatts MW listed in the table above. We have a 25% indirect ownership of Earls Gate, through our 50/50 joint venture with GIG, Covanta Green Jersey Assets Ltd., which owns 50% of Earls Gate. MARKETS, COMPETITION AND BUSINESS CONDITIONS Waste Services Post-recycled municipal solid waste generation in the United States is approximately 250 million tons per year, of which the EfW industry processes approximately 12% (of which we process approximately three-quarters). EfW is an important part of the waste management infrastructure of the United States, particularly in regions with high population density but limited availability of land for landfilling, with 75 facilities currently in operation that collectively process approximately 29 million tons of post-recycled solid waste and serve the needs of over 30 million people and produce enough electricity for the equivalent of 1.3 million homes. The use of EfW is even more prevalent in Western Europe and many countries in Asia, such as Japan. China has doubled its EfW capacity over the past five years and plans to further expand capacity through 2020. Over 1,200 EfW facilities are in use today around the world, with a capacity to process approximately 260 million tons of waste per year. In the waste management hierarchies of the United States EPA and the European Union (“EU”), EfW is designated as a superior solution to landfilling. 12 Renewable Energy Public policy in the United States, at both the state and national levels, has developed over the past several years in support of increased generation of renewable energy as a means of combating the potential effects of climate change, as well as increasing domestic energy security. Today in the United States, approximately 17% of electricity is generated from renewable sources, approximately half of which is hydroelectric power. EfW is designated as renewable energy in 31 states, the District of Columbia, and Puerto Rico, as well as in several federal statutes and policies. Unlike most other renewable resources, EfW generation can serve base-load demand and is more often located near population centers where demand is greatest, minimizing the need for expensive incremental transmission infrastructure. General Business Conditions Economic - Changes in the economy affect the demand for goods and services generally, which affects overall volumes of waste requiring management and the pricing at which we can attract waste to fill available capacity. We receive the majority of our revenue under short- and long-term contracts, which limits our exposure to price volatility, but with adjustments intended to reflect changes in our costs. Where our revenue is received under other arrangements and depending upon the revenue source, we have varying amounts of exposure to price volatility. The largest component of our revenue is waste revenue, which has generally been subject to less price volatility than our revenue derived from the sale of energy and metals. Waste markets tend to be affected, both with respect to volume and price, by local and regional economic activity, as well as state and local waste management policies. At the same time, United States natural gas market prices influence electricity and steam pricing in regions where we operate, and thus affect our revenue for the portion of the energy we sell that is not under fixed-price contracts. Energy markets tend to be affected by regional supply and demand, as well as national economic activity and regulations. The following are various published pricing indices relating to the US economic drivers that are relevant to those aspects of our business where we have market exposure; however, there is not a precise correlation between our results and changes in these metrics. Consumer Price Index (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PJM Pricing (Electricity) (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . NE ISO Pricing (Electricity) (3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Henry Hub Pricing (Natural Gas) (4) . . . . . . . . . . . . . . . . . . . . . . . . . #1 HMS Pricing (Ferrous Metals) (5) . . . . . . . . . . . . . . . . . . . . . . . . . Scrap Metals - Old Cast Aluminum Scrap (6). . . . . . . . . . . . . . . . . . . (1) As of December 31, 2018 2017 2016 2015 1.9% 2.1% 2.1% 0.7% $ $ $ $ $ 34.75 44.06 3.17 328 0.57 $ $ $ $ $ 28.84 33.27 2.99 268 0.61 $ $ $ $ $ 24.85 29.74 2.52 197 0.57 $ $ $ $ $ 36.00 42.93 2.60 217 0.63 Represents the year-over-year percent change in the Headline CPI number. The Consumer Price Index (CPI-U) data is provided by the US Department of Labor Bureau of Labor Statistics. Average price per MWh for full year. Pricing for the PJM PSEG Zone is provided by the PJM ISO. Average price per MWh for full year. Pricing for the Mass Hub Zone is provided by the NE ISO. Average price per MMBtu for full year. The Henry Hub Pricing data is provided by the Natural Gas Weekly Update, Energy Information Administration, Washington, DC. Average price per gross ton for full year. The #1 Heavy Melt Steel ("HMS") composite index ($/gross ton) price is published by American Metal Market. Average price per pound for full year. Calculated using the high price of Old Cast Aluminum Scrap ($/lb.) published by American Metal Market. (2) (3) (4) (5) (6) Seasonal - Our quarterly operating income within the same fiscal year typically differs substantially due to seasonal factors, primarily as a result of the timing of scheduled plant maintenance. We conduct scheduled maintenance periodically each year, which requires that individual boiler and/or turbine units temporarily cease operations. During these scheduled maintenance periods, we incur material repair and maintenance expense and receive less revenue until the boiler and/or turbine units resume operations. This scheduled maintenance usually occurs during periods of off-peak electric demand and/or lower waste volumes, which can vary regionally. The scheduled maintenance period in the first half of the year (primarily first quarter and early second quarter) is typically the most extensive, while the third quarter scheduled maintenance period is the least extensive. Given these factors, we normally experience our lowest operating income from our projects during the first half of each year. Our operating income may also be affected by seasonal weather extremes during summers and winters. Increased demand for electricity and natural gas during unusually hot or cold periods may affect certain operating expense and may trigger material price increases for a portion of the electricity and steam we sell. 13 Performance - Our EfW facilities have historically demonstrated consistent reliability; our average boiler availability was 91.2% in 2018. We have historically met our operating obligations without experiencing material unexpected service interruptions or incurring material increases in costs. In addition, with respect to many of our contracts, we generally have limited exposure for risks not within our control. Across our fleet of facilities, we operate and maintain a large number of combustion units, turbine generators, and air-cooled condensers, among other systems. On an ongoing basis, we assess the effectiveness of our preventative maintenance programs, and implement adjustments to those programs in order to improve facility safety, reliability and performance. These assessments are tailored to each facility's particular technologies, age, historical performance and other factors. As our facilities age, we expect that the scope of work required to maintain our portfolio of facilities will increase in order to replace or extend the useful life of facility components and to ensure that historical levels of safe, reliable performance continue. For additional information about such risks and damages that we may owe for unexcused operating performance failures, see Item 1A. Risk Factors - Operation of our businesses involves significant risks, which could have an adverse effect on our cash flows and results of operations. In monitoring and assessing the ongoing operating and financial performance of our businesses, we focus on certain key factors: tons of waste processed, electricity and steam sold, boiler availability, plant operating expense and safety and environmental performance. Waste, Energy and Metals Markets - We compete in waste markets that are highly competitive. In the United States, the market for waste management is almost entirely price-driven and is greatly influenced by economic factors within regional waste markets. These factors include: • • • • • • regional population and overall waste production rates; the number of waste disposal sites (including principally landfills, other EfW facilities and transfer stations) in existence or in the planning or permitting process; the available disposal capacity (in terms of tons of waste per day) that can be offered by other regional disposal sites; the extent to which local governments seek to control transportation and/or disposal of waste within their jurisdictions; the extent to which local governments and businesses continue to value sustainable approaches to handling of wastes; and the availability and cost of transportation options (e.g., rail, inter-modal, trucking) to provide access to more distant disposal sites, thereby affecting the size of the waste market itself. Waste service providers seek to obtain waste supplies for their facilities by competing on price (usually on a per-ton basis) with other service providers. At our facilities, where a service fee structure exists, we typically do not compete in this market because we do not have the contractual right to solicit merchant waste. At these facilities, the client community is responsible for obtaining the waste, if necessary by competing on price to obtain the tons of waste it has contractually promised to deliver to us. At our EfW facilities governed by tip fee structures and our waste procurement services businesses, we are responsible for obtaining waste supply, and therefore, actively compete in these markets to enter into spot, medium- and long-term contracts. These EfW projects are generally in densely-populated areas, with high waste generation rates and numerous large and small participants in the regional market. Our waste operations are largely concentrated in the northeastern United States. See Item 1A. Risk Factors — Our waste operations are concentrated in one region and expose us to regional economic or market declines for additional information concerning this geographic concentration. Certain of our competitors in these markets are vertically-integrated waste companies, which include waste collection operations, and thus have the ability to control supplies of waste, which may restrict our ability to offer services at attractive prices. Our business does not include traditional waste collection operations. If a long-term contract expires and is not renewed or extended by a client community, our percentage of contracted processing capacity will decrease and we will need to compete in the regional market for waste supply at the facilities we own, from both municipal and commercial services. At that point, we will compete on price with landfills, transfer stations, other EfW facilities and other waste technologies that are then offering disposal or other services in the region. Our sustainable service offerings seek to respond to increasing customer demand for environmentally preferred waste handling and disposal, as well as specific business risk mitigation requirements for certain materials. For these services, we compete with many large and small companies offering these services, in local and regional waste markets that are similarly influenced by the factors noted above which affect the broader waste markets. We currently sell a portion of our electricity and other energy product output pursuant to contracts, and for this portion of our energy output we do not compete on price. As these contracts expire, we will sell an increasing portion of our energy output into competitive energy markets or pursuant to short-term contracts and, as such, generally expect to have a growing exposure to energy market price volatility. We have entered into hedging arrangements in order to mitigate our exposure to this volatility, and we expect to continue to do so in the future. Our efforts in this regard will involve only mitigation of price volatility for the energy we produce and will not involve speculative energy trading. 14 For the portion of our portfolio that is exposed to electricity markets, we expect prices will be driven by several factors including natural gas supply/demand conditions, regional electricity supply/demand factors, regional transmission and natural gas supply capacity and system conditions, weather conditions, and emerging environmental regulations. All of these factors will have national and regional impacts that affect electricity and steam prices. Electricity and steam prices in the markets where the majority of our facilities are located are heavily impacted by movements in natural gas prices. The substantial increase in unconventional or shale gas supply has created downward pressure on gas prices relative to historical levels and therefore on prices for the electricity we sell that is not under contract. However, when demand for gas is high during certain seasons or weather conditions, the gas pipeline system has been limited in its ability to transport enough gas to certain regions, such as New England and California. As result, gas prices can experience short-term spikes, and electricity prices follow. Several long-term trends are expected to affect US natural gas prices; including shale gas production, storage capacity, liquefied natural gas exports, regulation, coal plant retirements, as well as industrial, transportation and residential demand. Furthermore, regional natural gas prices, especially in the Northeast are expected to be affected by changes in regional production and transportation capacity. We generally enter into short-term contracts for sales of recovered ferrous and non-ferrous metals with processors and end-users (i.e., mills). We compete with other suppliers who are generally not in the EfW industry and whose product may be less costly to process than metals from EfW sources. Recycled metal prices for both ferrous and non-ferrous materials are impacted directly and indirectly by tariff and trade actions by the US and other countries. Recent efforts by the US government to place tariffs on imported steel and aluminum have increased domestic demand for our ferrous products. The ultimate impact of these tariffs is unclear, as retaliation to these tariffs by foreign counties could reduce or eliminate any benefits to us. Markets for New Project Development - Market conditions for new EfW project development are generally more favorable in select International markets, such as the UK, as compared to the United States. This is due to a variety of factors which exist in these markets including higher prevailing market tip fees and/or energy revenues, the absence of available land for alternative disposal techniques (i.e., landfilling), and regulatory policy support which favors technologies such as EfW. Therefore, our ongoing EfW project development initiatives are generally outside of the United States. We have and expect to continue to pursue opportunities for project development in the United States, such as facilities for metals, ash processing and recycling, in order to enhance the efficiency and competitiveness of our EfW operations. Brexit Implications - In March, 2017, the UK notified the EU of its intention to leave the EU (so-called “Brexit”). The parties negotiated a proposed agreement covering rights and obligations during a transition period and future relations between the UK on a range of issues, however, the proposed agreement was rejected by Britain's Parliament and the parties are considering next steps. We have studied and consulted with local experts regarding the potential market and economic impacts of Brexit on the UK, with a particular focus on potential impacts to the waste and energy markets as they might affect our plans to expand our business with GIG. (For further information see Item 8. Financial Statements and Supplementary Data - Note 3. New Business and Asset Management - Green Investment Group Limited (“GIG”) Joint Venture). The government of the UK has shown no indication of an intention to rollback or reverse its policy support for environmental protection generally, the renewables market, or for EfW specifically. As such, while Brexit may have some impact on construction costs for new UK EfW projects, we do not believe Brexit, if it occurs, will materially impact the key market and economic drivers for investment in the combined pipeline of EfW projects we are pursuing jointly with GIG. Technology, Research and Development In our EfW business, we own and/or operate EfW facilities that utilize various technologies from several different vendors, including mass-burn combustion technologies and refuse-derived fuel technologies which include pre-combustion waste processing not required with a mass-burn design. As we continue our efforts to develop and/or acquire additional EfW projects internationally, we will consider mass-burn combustion and other technologies that best fit the needs of the local environment of a particular project. In addition, we will continue to consider technologies better suited than mass-burn combustion for smaller scale applications, including gasification technologies. 15 We believe that all forms of EfW technologies offer an environmentally superior solution to post-recycled waste management and energy challenges faced by leaders around the world, and that our efforts to expand our business will be enhanced by the development of additional technologies in such fields as emission controls, residue disposal, alternative waste treatment processes, gasification, and combustion controls. We have advanced our research and development efforts in these areas and have developed new and cost-effective technologies that represented major advances in controlling NOx emissions. These technologies, for which patents have been granted, have been tested at existing facilities and we are now operating and/or installing such systems at a number of our facilities. We intend to maintain a focus on research and development of technologies in these and other areas that we believe will enhance our competitive position, and offer new technical solutions to waste and energy problems that augment and complement our business. A number of other companies are similarly engaged in new technology development focused on extracting energy from waste materials through a variety of technical approaches, including: gasification, pyrolysis or other combustion designs; converting waste to fuels or other commodities; or processing waste to enable co-firing in larger power plants or industrial boilers. Firms engaged in these activities generally are less well-capitalized than Covanta, although some engage in joint ventures with larger and well-capitalized companies. To date, we believe such efforts have not produced technologies that offer economically attractive alternatives in the absence of policy support. REGULATION OF BUSINESS Regulations Affecting Our Business Environmental Regulations — General Our business activities in the United States are extensively regulated pursuant to federal, state and local environmental laws. Federal laws, such as the Clean Air Act and Clean Water Act, and their state counterparts, govern discharges of pollutants to air and water. Other federal, state and local laws comprehensively govern the generation, transportation, storage, treatment and disposal of solid and hazardous waste and also regulate the storage and handling of chemicals and petroleum products (such laws and regulations are referred to collectively as the “Environmental Regulatory Laws”). Other federal, state and local laws, such as the Comprehensive Environmental Response Compensation and Liability Act (commonly known as “CERCLA” and collectively referred to with such other laws as the “Environmental Remediation Laws”) make us potentially liable on a joint and several basis for any on site or off site environmental contamination which may be associated with our activities and the activities at our sites. These include landfills we have owned, operated or leased, or at which there has been disposal of residue or other waste generated, handled or processed by our facilities. Some state and local laws also impose liabilities for injury to persons or property caused by site contamination. Some service agreements provide us with indemnification from certain liabilities. The Environmental Regulatory Laws prohibit disposal of regulated hazardous waste at our municipal solid waste facilities. The service agreements recognize the potential for inadvertent and improper deliveries of hazardous waste and specify procedures for dealing with hazardous waste that is delivered to a facility. Under some service agreements, we are responsible for some costs related to hazardous waste deliveries. We have not incurred material hazardous waste disposal costs to date. The Environmental Regulatory Laws also require that many permits be obtained before the commencement of construction and operation of any waste or renewable energy project, and further require that permits be maintained throughout the operating life of the facility. We can provide no assurance that all required permits will be issued or re-issued, and the process of obtaining such permits can often cause lengthy delays, including delays caused by third-party appeals challenging permit issuance. Our failure to meet conditions of these permits or of the Environmental Regulatory Laws can subject us to regulatory enforcement actions by the appropriate governmental authority, which could include fines, penalties, damages or other sanctions, such as orders requiring certain remedial actions or limiting or prohibiting operation. See Item 1A. Risk Factors — Compliance with environmental laws, including changes to such laws, could adversely affect our results of operations. To date, we have not incurred material penalties, been required to incur material capital costs or additional expense, or been subjected to material restrictions on our operations as a result of violations of Environmental Regulatory Laws or permit requirements. While we believe that we are in compliance with existing Environmental Regulatory and Remediation Laws, we may be identified, along with other entities, as being among parties potentially responsible for contribution to costs associated with the correction and remediation of environmental conditions at disposal sites subject to CERCLA and/or analogous state Environmental Remediation Laws. Our ultimate liability in connection with such environmental claims will depend on many factors, including our volumetric share of waste, the total cost of remediation, and the financial viability of other companies that have also sent waste to a given site and, in the case of divested operations, our contractual arrangement with the purchaser of such operations. 16 The Environmental Regulatory Laws may change. New technology may be required or stricter standards may be established for the control of discharges of air or water pollutants, for storage and handling of petroleum products or chemicals, or for solid or hazardous waste or ash handling and disposal. Thus, as new technology is developed and proven, we may be required to incorporate it into new facilities or make major modifications to existing facilities. This new technology may be more expensive than the technology we use currently. Environmental Regulations — Recent Developments Domestic Maximum Achievable Control Technology ("MACT") Rules — EPA is authorized under the Clean Air Act to issue rules periodically which tighten air emission requirements to achievable standards, as determined under a specified regulatory framework. EPA is required to establish these MACT rules for a variety of industries, including new and existing municipal waste combustion (“MWC”) units, industrial boilers and solid waste incinerators. All of our facilities comply with all applicable MACT rules currently in effect. EPA is currently conducting a combined Risk and Technology Review for the large MWC source category and will subsequently propose revised MWC MACT rules. While the scope of and timing for implementation of these rules is uncertain, the revised MWC MACT may lower existing MWC MACT emission limits for most, if not all, regulated air pollutants emitted by our facilities, and may require capital improvements and/or increased operating costs. We are unable at this time, to estimate the magnitude of such costs, which may be material, or to determine the potential impact on the profitability of our MWC facilities. In some cases, the costs incurred to meet the revised MACT rules at facilities may be recovered from public sector clients and other users of our facilities through increased fees permitted to be charged under applicable contracts; however, to the extent we incur costs at other of our facilities to meet the applicable MACT rules, such costs are not subject to contractual recovery and instead will be borne directly by the affected facilities. Revised Ground Level Ozone Standards — On October 26, 2015, EPA published a final rule to revise and strengthen the National Ambient Air Quality Standards for ground-level ozone or “smog”. If implemented as published by EPA and affected states, this rule could impact changes to our existing air permits that we may pursue in the future. International Implementation of a revised Best Available Techniques Reference Document for Waste Incineration (BREF) — In the EU, legislation affects our business primarily in the form of “Directives” which are binding on member states and which are implemented through national enabling legislation. The EU is currently finalizing an Industrial Emissions Directive (the so-called “BREF Directive”) which will affect emissions from large industrial installations, including EfW facilities. Once finalized, this will impact future permitting of new facilities or expansions of existing facilities in member states, as well as other jurisdictions that base their requirements on EU Directives (which would include the UK if it leaves the EU). Based on the final draft proposal, we do not believe that the BREF Directive will have a material adverse effect on the Dublin EfW facility or our ability to execute on our plans to develop EfW projects in the UK. Energy Regulation Our businesses are subject to the provisions of federal, state and local energy laws applicable to the development, ownership and operation of facilities located in the United States. The Federal Energy Regulatory Commission (“FERC”), among other things, regulates the transmission and the wholesale sale of electricity in interstate commerce under the authority of the Federal Power Act (“FPA”). In addition, under existing regulations, FERC determines whether an entity owning a generation facility is an Exempt Wholesale Generator (“EWG”), as defined in the Public Utility Holding Company Act of 2005 (“PUHCA 2005”). FERC also determines whether a generation facility meets the technical and other criteria of a Qualifying Facility (cogeneration facilities and other facilities making use of non-fossil fuel power sources, such as waste, which meet certain size and other applicable requirements, referred to as “QFs”), under the Public Utility Regulatory Policies Act of 1978, as amended (“PURPA”). Each of our United States generating facilities has either been determined by FERC to qualify as a QF or is otherwise exempt from the relevant regulations, or the subsidiary owning the facility has been determined to be an EWG. 17 Federal Power Act — The FPA gives FERC exclusive rate-making jurisdiction over the wholesale sale of electricity and transmission of electricity in interstate commerce. Under the FPA, FERC, with certain exceptions, regulates the owners of facilities used for the wholesale sale of electricity or transmission of electricity in interstate commerce as public utilities. The FPA also gives FERC jurisdiction to review certain transactions and numerous other activities of public utilities. Most of our QFs are currently exempt from FERC’s rate regulation under the FPA because (i) the QF is 20 MW or smaller; (ii) its sales are made pursuant to a state regulatory authority’s implementation of PURPA; (iii) the QF is owned by a municipality or subdivision thereof; or (iv) its sales are made pursuant to a contract executed on or before March 17, 2006. Our QFs that are not exempt, or that lose these exemptions from rate regulation, are or would be required to obtain market-based rate authority from FERC or otherwise make sales pursuant to rates on file with FERC. Under the FPA, public utilities are required to obtain FERC’s acceptance of their rate schedules for the wholesale sale of electricity. Our generating companies in the United States that are not otherwise exempt from FERC’s rate regulation make sales of electricity pursuant to market-based rates or other rates authorized by FERC. With respect to our generating companies with market-based rate authorization, FERC has the right to suspend, revoke or revise that authority and require our sales of energy to be made on a cost-of-service basis if FERC subsequently determines that we can exercise market power, create barriers to entry, or engage in abusive affiliate transactions. In addition, amongst other requirements, our market-based rate sellers are subject to certain market behavior and market manipulation rules and, if any of our subsidiaries were deemed to have violated any one of those rules, such subsidiary could be subject to potential disgorgement of profits associated with the violation and/or suspension or revocation of market-based rate authority, as well as criminal and civil penalties. If the market-based rate authority for one (or more) of our subsidiaries was revoked or it was not able to obtain market-based rate authority when necessary, and it was required to sell energy on a cost-of-service basis, it could become subject to the full accounting, record keeping and reporting requirements of FERC. Even where FERC has granted market-based rate authority, FERC may impose various market mitigation measures, including price caps, bidding rules and operating restrictions where it determines that potential market power might exist and that the public interest requires such potential market power to be mitigated. A loss of, or an inability to obtain, market-based rate authority could have a material adverse impact on our business. We can offer no assurance that FERC will not revisit its policies at some future time with the effect of limiting market-based rate authority, regulatory waivers, and blanket authorizations. Under the Energy Policy Act of 2005 (“EPAct 2005”), FERC has approved the North American Electric Reliability Corporation, or “NERC,” to address the development and enforcement of mandatory reliability standards for the wholesale electric power system. Certain of our subsidiaries are responsible for complying with the standards in the regions in which we operate. NERC also has the ability to assess financial penalties for non-compliance. In addition to complying with NERC requirements, certain of our subsidiaries must comply with the requirements of the regional reliability council for the region in which that entity is located. Compliance with these reliability standards may require significant additional costs, and noncompliance could subject us to regulatory enforcement actions, fines, and increased compliance costs. Public Utility Holding Company Act of 2005 — PUHCA 2005 provides FERC with certain authority over and access to books and records of public utility holding companies not otherwise exempt by virtue of their ownership of EWGs, QFs, and Foreign Utility Companies, as defined in PUHCA 2005. We are a public utility holding company, but because all of our generating facilities have QF status, are otherwise exempt, or are owned through EWGs, we are exempt from the accounting, record retention, and reporting requirements of PUHCA 2005 and FERC’s right to access our books and records is limited in scope. Public Utility Regulatory Policies Act — PURPA was passed in 1978 in large part to promote increased energy efficiency and development of independent power producers. PURPA created QFs to further both goals, and FERC is primarily charged with administering PURPA as it applies to QFs. FERC has promulgated regulations that exempt QFs from compliance with certain provisions of the FPA, PUHCA 2005, and certain state laws regulating the rates charged by, or the financial and organizational activities of, electric utilities. The exemptions afforded by PURPA to QFs from regulation under the FPA and most aspects of state electric utility regulation are of great importance to us and our competitors in the EfW and independent power industries. PURPA also initially included a requirement that utilities must buy and sell power to QFs. Among other things, EPAct 2005 eliminated the obligation imposed on utilities to purchase power from QFs at an avoided cost rate where the QF has non- discriminatory access to wholesale energy markets having certain characteristics, including nondiscriminatory transmission and interconnection services. In addition, FERC has established a regulatory presumption that QFs with a capacity greater than 20 MW have non-discriminatory access to wholesale energy markets in most geographic regions in which we operate. As a result, many of our expansion, renewal and development projects must rely on competitive energy markets rather than PURPA’s historic avoided cost rates in establishing and maintaining their viability. RTOs and ISOs — Many of our projects operate in or have access to organized energy markets, known as regional transmission organizations, or ("RTOs"), or independent system operators, or ("ISOs"). Each organized market subject to FERC jurisdiction administers centralized energy, capacity and ancillary services markets pursuant to tariffs approved by FERC. These tariffs and 18 rules prescribe requirements on how the energy, capacity and ancillary service markets operate, how market participants bid, clear, are dispatched, make bilateral sales with one another, and how entities with market-based rates are compensated. Certain of these markets set prices, referred to as Locational Marginal Prices that reflect the value of energy, capacity or certain ancillary services, based upon geographic locations, transmission constraints, and other factors. Each market is subject to market mitigation measures designed to limit the exercise of market power. These market structures may affect the bidding, operation, dispatch and sale of energy, capacity and ancillary services from our projects that rely on competitive energy markets rather than PURPA’s avoided cost rates. Policy Debate Regarding Climate Change and Renewable Energy The public and political debate over GHG emissions (principally CO2 and methane) and their contribution to climate change continues both internationally and domestically. Any resulting regulations could in the future affect our business. As is the case with all combustion, our facilities emit CO2, however EfW is recognized as creating net reductions in GHG emissions and is otherwise environmentally beneficial, because it: • • • avoids CO2 emissions from fossil fuel power plants; avoids methane emissions from landfills; and avoids GHG emissions from mining and processing metal because it recovers and recycles metals from waste. In addition, EfW facilities are a resilient domestic source of baseload energy, preserve land, and are typically located close to the source of the waste and thus typically reduce fossil fuel consumption and air emissions associated with long-haul transportation of waste to landfills. For policy makers at the local level who make decisions on sustainable waste management alternatives, we believe that using EfW instead of landfilling will result in significantly lower net GHG emissions, while also introducing more control over the cost of waste management and supply of local electrical power. We are actively engaged in encouraging policy makers at state and federal levels to enact legislation that supports EfW as a superior choice for communities to avoid both the environmental harm caused by landfilling waste, and reduce local reliance on fossil fuels as a source of energy. Many of these same policy considerations apply equally to other renewable technologies. The extent to which such potential legislation and policy initiatives will affect our business will depend in part on whether EfW and our other renewable technologies are included within the range of clean technologies that could benefit from such legislation. Several initiatives have been developed at the state or regional levels, and some initiatives exist in regions where we have projects. For example: • • The Regional Greenhouse Gas Initiative (“RGGI”) is an operating regional “cap-and-trade” program focused on fossil fuel-fired electric generators which does not directly affect EfW facilities. We operate one fossil-fuel fired boiler at our Niagara facility included in the RGGI program. California's Global Warming Solutions Act of 2006 ("AB 32"), seeks to reduce GHG emissions in California to 1990 levels by 2020, through an economy-wide “cap-and-trade” program. EfW facilities were exempt from the cap-and-trade program through the end of 2017. Resolutions passed by the Board of the California Air Resources Board (“CARB”) direct the agency to provide transition assistance to EfW facilities beginning in 2018. The specific degree of assistance to be provided is uncertain at this time. International Climate Change Policies Certain international markets in which we compete have recently adopted regulatory or policy frameworks that encourage EfW projects as important components of GHG emission reduction strategies, as well as waste management planning and practice. The European Union Historically, the EU has adopted legislation which requires member states to reduce the utilization of and reliance upon landfill disposal, including (1) Directive 1999/31/EC concerning the landfill of waste (known as the “Landfill Directive”) which imposes operational and technical controls on landfills and restricts, on a reducing scale, the amount of biodegradable municipal waste which member states may dispose of to landfill; and (2) Directive 2008/98/EC on waste (known as the revised “Waste Framework Directive”) which enshrines the waste hierarchy to divert waste from landfill and underpins a preference for efficient energy-from- waste for the recovery of value from residual wastes. 19 In July 2018, the EU finalized its Circular Economy Package (CEP), amending several of the Directives described above to advance a more circular economy. Included within the CEP are the continued preference for efficient energy recovery over landfilling, increased targets for recycling and reuse, and new limits on landfilling. With respect to the UK and its Brexit plans, we have studied and consulted with local experts regarding the potential regulatory impacts, with a particular focus on potential impacts to the waste and energy markets as they might affect our plans to expand our business with GIG. (For further information see Item 8. Financial Statements And Supplementary Data — Note 3. New Business and Asset Management — Green Investment Group Limited (“GIG”) Joint Venture). The government of the UK has shown no indication of an intention to rollback or reverse its policy support for environmental protection generally, the renewables market, or for EfW specifically, including with respect to the Directives described above. As such, while we can provide no assurance, we do not believe Brexit, if it occurs, will materially impact the key regulatory drivers for investment in the combined pipeline of EfW projects we are pursuing jointly with GIG. Employee Health and Welfare We are subject to numerous regulations enacted to protect and promote worker health and welfare through the implementation and enforcement of standards designed to prevent illness, injury and death in the workplace. The primary law relating to employee health and welfare applicable to our business in the United States is the Occupational Safety and Health Act of 1970 ("OSHA"), which establishes certain employer responsibilities including maintenance of a workplace free of recognized hazards likely to cause illness, death or serious injury, compliance with standards promulgated by OSHA, and assorted reporting and record keeping obligations, as well as disclosure and procedural requirements. Various OSHA standards apply to certain aspects of our operations. Employee health and welfare laws governing our business in foreign jurisdictions include the Workplace Health and Safety Directive and the Directive concerning ionizing radiation in the EU, and various provisions of the Canada Labour Code and related regulations in Canada. As of December 31, 2018, we employed approximately 4,000 full-time employees, the majority of which were employed in the United States. Approximately 7% of our employees are covered by collective bargaining agreements with various expiration dates through 2021. EMPLOYEES 20 A list of our executive officers and their business experience follows. Ages shown are as of February 1, 2019. EXECUTIVE OFFICERS OF THE REGISTRANT Name and Title Age Experience Stephen J. Jones President and Chief Executive Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57 Bradford J. Helgeson Executive Vice President and Chief Financial Officer . . . . . . . . . . . . . . . . 42 Michael J. de Castro Executive Vice President, Supply Chain. . . . . . . . . . . . . . . . . . . . . . . . . . . . 56 Derek W. Veenhof Executive Vice President, Asset Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . 52 Timothy J. Simpson Executive Vice President, General Counsel and Secretary. . . . . . . . . . . . . . 60 Matthew R. Mulcahy Executive Vice President and Head of Corporate Development . . . . . . . . . 55 Paul E. Stauder Senior Vice President and President, Covanta Environmental Solutions . . . 53 Virginia D. Angilello Senior Vice President and Chief Human Resources Officer . . . . . . . . . . . . . 49 Manpreet Grewal Vice President and Chief Accounting Officer . . . . . . . . . . . . . . . . . . . . . . . 40 President and Chief Executive Officer since 2015. Prior to joining Covanta, Mr. Jones was employed by Air Products and Chemicals, Inc. (“Air Products”), a global supplier of industrial gases, equipment and services from 1992 through 2014. Mr. Jones served as Senior Vice President and General Manager, Tonnage Gases, Equipment and Energy, from 2009 through 2014. Mr. Jones also served as Air Products’ China President from 2011 through 2014 at Air Products’ office in Shanghai. He was also a member of Air Products’ Corporate Executive Committee from 2007 through 2014. Mr. Jones joined Air Products in 1992 as an attorney in the Law Group representing various business areas and functions and in 2007 he was appointed Senior Vice President, General Counsel and Secretary. Executive Vice President and Chief Financial Officer since 2013. Mr. Helgeson served as Vice President and Treasurer from 2007 to 2013. Prior to joining Covanta in 2007, Mr. Helgeson was Vice President, Finance and Treasurer at Waste Services, Inc., a publicly-traded environmental services company with operations in the United States and Canada, from 2004 to 2007. Prior to these roles, Mr. Helgeson held positions in the investment banking departments at Lehman Brothers from 2000 to 2004 and at Donaldson, Lufkin & Jenrette from 1998 to 2000. Executive Vice President, Supply Chain since 2015. Mr. de Castro was employed by Air Products from 2006 to 2010, serving in various operational capacities including Director, Global Operations Americas. Mr. de Castro was Chief Executive Officer of Interstate Waste Services ("IWS") from 2010 to 2013 when he returned to Air Products, serving as Director, Global Operations Strategic Development and as Fulfillment Director in the Performance Materials Division. Prior to his tenure at IWS and Air Products, Mr. de Castro held a variety of positions at American Ref-Fuel Company for 16 years, including of Vice President, Operations. Executive Vice President since 2013. Mr. Veenhof served as Senior Vice President (2011-2013) and Vice President (2007-2010) of Covanta commercial subsidiaries managing contracting and market development efforts in waste and metals recycling. From 2002 to 2006, Mr. Veenhof was Covanta’s Area Manager responsible for the Metro NY, NJ and Philadelphia market areas. Mr. Veenhof joined Covanta in 1997, serving as the Niagara Facility Business Manager from 1997-2001. Executive Vice President, General Counsel and Secretary since 2007. Mr. Simpson served as Senior Vice President, General Counsel and Secretary from 2004 to 2007. Previously, he served as Senior Vice President, General Counsel and Secretary of Covanta Energy from March 2004 to October 2004. Mr. Simpson joined Covanta in 1992. Executive Vice President and Head of Corporate Development since 2017. Mr. Mulcahy served as Senior Vice President and Head of Corporate Development for Covanta from 2012 to 2016 and Senior Vice President of Business Development from 2007 through 2011. From 2003 to 2007, Mr. Mulcahy served as Vice President of Covanta Secure Service and TransRiver Marketing, a Covanta subsidiary. From 2000 to 2003, Mr. Mulcahy was Covanta’s Vice President, Project Implementation. Mr. Mulcahy joined Covanta in 1990. Senior Vice President since 2016 and President of Covanta Environmental Solutions, a subsidiary of Covanta Energy, since 2015. Mr. Stauder served as Senior Vice President of Business Management for Covanta Energy from 2008 to 2014, with primary responsibility for all commercial and client aspects of Covanta’s EFW facilities. Prior to that role, Mr. Stauder served in a number of positions with Covanta Energy, including Regional Vice President, overseeing EfW plants and independent power plants. Mr. Stauder joined Covanta in 1997. Ms. Angilello was appointed Senior Vice President and Chief Human Resources Officer in 2018. Prior to joining Covanta, she worked for more than 17 years in roles of increasing responsibility at Honeywell International. Most recently, she served as Vice President, Human Resources for Performance Materials & Technologies (PMT), Integrated Supply Chain from 2015 to 2018. PMT was a $10 billion business within Honeywell, with more than 90 manufacturing facilities globally. Prior to this position she gained extensive experience in human resources leadership in both HR business partner and HR operations roles from 2007 - 2014, including having led the Honeywell HR Services, Global Operations teams. Vice President and Chief Accounting Officer since 2017. Prior to joining Covanta, he was the Senior Director, Global Financial & Operational Audits from 2016 through 2017 for Johnson Controls plc, a leading provider in building technologies and solutions and automotive batteries globally. Prior to this position, Mr. Grewal spent 13 years working in a variety of finance and accounting roles at Tyco International plc, prior to Tyco’s 2016 merger with Johnson Controls. From 2014 through 2015 Mr. Grewal was the Director, Internal Audit and from 2012 to 2013, he was the Sr. Manager, Accounting Research & Shared Processes for Tyco. 21 Item 1A. RISK FACTORS The following risk factors could have a material adverse effect on our business, financial condition and results of operations. Exposure to energy, waste disposal, recycled metal and commodity prices may affect our results of operations. Some of the electricity and steam we sell and all of the recycled metals we sell, are subject to market price volatility. Changes in the market prices for electricity and steam in particular can be affected by changes in natural gas prices, weather conditions and other market variables, while recycled metals prices are affected by general economic conditions and global demand for construction, goods and services. Similarly, the portion of waste processing capacity which is not under contract may be subject to volatility, principally as a result of general economic activity and waste generation rates, as well as the availability of alternative disposal sites and the cost to transport waste to alternative disposal. Volatility with respect to each of these revenue categories could adversely impact our businesses’ profitability and financial performance. We may not be successful in our efforts to mitigate our exposure to price swings relating to these revenue streams. We may experience volatility in the market prices and availability of commodities we purchase, such as reagents, chemicals and fuel. Any price increase, delivery disruption or reduction in the availability of such supplies could affect our ability to operate the facilities and impair our cash flow and results of operations. We may not be successful in our efforts to mitigate our exposure to supply and price swings for these commodities. Compliance with environmental laws, including changes to such laws, could adversely affect our results of operations. Our businesses are subject to extensive environmental laws and regulations by federal, state, local and foreign authorities, primarily relating to air, waste (including residual ash from combustion) and water. Costs relating to compliance with these laws and regulations are material to our business. If our businesses fail to comply with these regulations, our cash flow and profitability could be adversely affected, and we could be subject to civil or criminal liability, damages and fines. In addition, lawsuits or enforcement actions by federal, state, local and/or foreign regulatory agencies may materially increase our costs. Stricter environmental regulation of air emissions, solid waste handling or combustion, residual ash handling and disposal, and waste water discharge could materially affect our cash flow and profitability. Certain environmental laws make us potentially liable on a joint and several basis for the remediation of contamination at or emanating from properties or facilities we currently or formerly owned or operated or properties to which we arranged for the disposal of hazardous substances. Such liability is not limited to the cleanup of contamination we actually caused. We cannot provide any assurance that we will not incur liability relating to the remediation of contamination, including contamination we did not cause. For additional information on environmental regulation, see Item 1. Business — Regulation of Business. Existing environmental laws and regulations have been and could be revised or reinterpreted, and future changes in environmental laws and regulations are expected to occur. This may materially increase the amount we must invest to bring our facilities into compliance, impose additional expense on our operations, limit our ability to operate at capacity, or at all, or otherwise impose structural changes to markets which would adversely affect our competitive positioning in those markets. Contracts to provide new services or services through new or different methods involves significant risks, which could have an adverse effect on our cash flows and results of operations. As we enter into contracts to provide new services or services through new or different methods, such as our waste transportation and disposal contract with New York City, our acquired environmental services businesses, or new facilities for processing metals and/or ash, we may face additional operating risks. These may include: • • • • performance by multiple contractors critical to our ability to perform under our new customer agreements; logistics associated with transportation of waste via barge, rail or other methods with which we have limited experience; reliance on joint venture parties or technology providers with whom we have limited experience; and risks associated with providing new materials handling or treatment services. 22 Operation of our businesses involves significant risks, which could have an adverse effect on our cash flows and results of operations. The operation of our businesses involves many risks, including: • • • • • • • • • • • • supply or transportation interruptions; the breakdown, failure or unplanned maintenance or repair of equipment or processes; difficulty or inability to find suitable replacement parts for equipment; the unavailability of sufficient quantities of waste or fuel; fluctuations in the heating value of the waste we use for fuel at our EfW facilities; failure or inadequate performance by subcontractors; disruption in the transmission of electricity generated; labor disputes and work stoppages; unforeseen engineering and environmental problems; unanticipated cost overruns; weather interferences and catastrophic events including fires, explosions, earthquakes, droughts, pandemics and acts of terrorism; and the exercise of the power of eminent domain. We cannot predict the impact of these risks on our business or operations. One or more of these risks, if they were to occur, could prevent us from meeting our obligations under our operating contracts and have an adverse effect on our cash flows and results of operations. Our results of operations may be adversely affected by market conditions existing at the time our contracts expire. For the EfW facilities that we own or lease, the contracts pursuant to which we provide waste services and sell energy output expire on various dates between 2019 and 2038. Expiration of these contracts subjects us to greater market risk in entering into new or replacement contracts at pricing levels that may not generate comparable revenue. We cannot assure that we will be able to enter into renewal or replacement contracts on favorable terms, or at all. We also expect that medium- and long-term contracts for sales of energy may be less available than in the past, and so after expiration of existing contracts we expect to sell our energy output either in short-term transactions or on a spot basis or pursuant to new contracts which may subject us to greater market risk in maintaining and enhancing revenue. As a result, following the expiration of our existing long-term contracts, we may have more exposure on a relative basis to market risk, and therefore revenue fluctuations, in energy markets than in waste markets. Where we have leasehold interests, we cannot assure that market conditions prevailing when such interests expire will allow us to enter into an extension or that the terms available in the market at the time will be favorable to us. Significant policy shifts from the Trump Administration could have a material adverse effect on us. The Trump Administration has made substantial changes in the areas of fiscal and tax policy, regulatory oversight of businesses, and restrictions on free trade, including significant increases in tariffs on goods imported into the United States, particularly from China. These changes and other similar proposals espoused by President Trump may result in changes to social, political, regulatory and economic conditions in the United States or in laws and policies affecting investment in countries where we currently conduct business, including retaliatory tariffs imposed by those countries. In addition, these changes could result in additional costs associated with growing our international business, and negative sentiments towards the United States among non-US customers and among non-US employees or prospective employees. We cannot predict the impact, if any, of these changes to our business. However, it is possible that these changes could adversely affect our business. It is likely that while some policies adopted by the Trump administration will benefit us, others will negatively affect us. 23 Changes in public policies and legislative initiatives could materially affect our business and prospects. There has been substantial debate recently in the United States and abroad in the context of environmental and energy policies affecting climate change, the outcome of which could have a positive or negative influence on our existing business and our prospects for growing our business. Congress and several states have considered legislation and/or regulations designed to increase the proportion of the nation’s electricity that is generated from technologies considered “clean” or “renewable”, through mandatory generation levels, tax incentives, and other means. For those sources of GHG emissions that are unable to meet the required limitations, such legislation could impose substantial financial burdens. The Trump administration has indicated that it generally favors traditional energy technologies. Our business and future prospects could be adversely affected if renewable technologies we use were either (i) disfavored in any new laws or regulations pursued by the Trump administration, or (ii) not included among those technologies identified in any final laws or regulations as favoring renewable technologies, or not included in the state plans to reduce carbon emissions, and therefore not entitled to the benefits of such laws, regulations, or plans. Our substantial indebtedness could adversely affect our business, financial condition and results of operations and our ability to meet our payment obligations under our indebtedness. The level of our consolidated indebtedness could have significant consequences on our future operations, including: • • making it difficult for us to meet our payment and other obligations under our outstanding indebtedness; limiting our ability to obtain additional financing to fund working capital, capital expenditures, new projects, acquisitions and other general corporate purposes; subjecting us to the risk of increased sensitivity to interest rate increases on indebtedness under our credit facilities; limiting our flexibility in planning for, or reacting to, and increasing our vulnerability to, changes in our business, the industries in which we operate and the general economy; and placing us at a competitive disadvantage compared to our competitors that have less debt or are less leveraged. • • • Any of the above-listed factors could have an adverse effect on our business, financial condition and results of operations and our ability to meet our payment obligations under our consolidated debt, and the price of our common stock. We cannot assure that our cash flow from operations will be sufficient to service our indebtedness, which could have a material adverse effect on our financial condition. Our ability to meet our obligations under our indebtedness depends on our ability to receive dividends and distributions from our subsidiaries in the future. This, in turn, is subject to many factors, some of which are beyond our control, including the following: • • • • • the continued operation and maintenance of our facilities, consistent with historical performance levels; maintenance or enhancement of revenue from renewals or replacement of existing contracts and from new contracts to expand existing facilities or operate additional facilities; market conditions affecting waste disposal and energy pricing, as well as competition from other companies for contract renewals, expansions and additional contracts, particularly after our existing contracts expire; the continued availability of the benefits of our net operating loss carryforwards; and general economic, financial, competitive, legislative, regulatory and other factors. We cannot assure that our business will generate cash flow from operations, or that future borrowings will be available to us under our credit facilities or otherwise, in an amount sufficient to enable us to meet our payment obligations under our outstanding indebtedness and to fund other liquidity needs. If we are not able to generate sufficient cash flow to service our debt obligations, we may need to refinance or restructure our debt, sell assets, reduce or delay capital investments, or seek to raise additional capital. If we are unable to implement one or more of these alternatives, we may not be able to meet our payment obligations under our outstanding indebtedness, which could have a material adverse effect on our financial condition. Our credit facilities and the indentures for our other corporate debt contain covenant restrictions that may limit our ability to operate our business. Our credit facilities and the indentures for our other corporate debt contain operating and financial restrictions and covenants that impose operating and financial restrictions on us and require us to meet certain financial tests. Complying with these covenant restrictions may limit our ability to engage in certain transactions or activities, including incurring additional indebtedness, making certain investments, and distributions, and selling certain assets. 24 As a result of these covenant restrictions, our ability to respond to changes in business and economic conditions and to obtain additional financing, if needed, may be restricted, and we may be prevented from engaging in transactions that might otherwise be beneficial to us. Our ability to comply with these covenants is dependent on our future performance, which will be subject to many factors, some of which are beyond our control, including prevailing economic conditions. In addition, the failure to comply with these covenants may result in a default under our credit facilities and other corporate debt. Upon the occurrence of such an event of default, the lenders under our credit facilities could elect to declare all amounts outstanding under such credit facilities, together with accrued interest, to be immediately due and payable. If the lenders accelerate the payment of the indebtedness under our credit facilities, we cannot assure that the assets securing such indebtedness would be sufficient to repay in full that indebtedness and our other indebtedness, which could have a material adverse effect on our financial condition. Dislocations in credit and capital markets and increased capital constraints on banks may make it more difficult for us to borrow money or raise capital needed to finance the construction of new projects, expand existing projects, acquire certain businesses and refinance our existing debt. Our business is capital intensive, and we seek to finance a significant portion of our existing assets, as well as our investments in new assets, with debt capital to the extent that we believe such financing is prudent and accretive to stockholder value. As of December 31, 2018, we had approximately $2.5 billion in long-term debt and project debt. Prolonged instability or deterioration in the bank credit and/or debt and equity capital markets may adversely affect our ability to obtain refinancing of our existing debt on favorable terms, or at all. Such circumstances could adversely affect our business, financial condition, and/ or the share price of our common stock. We intend to grow our business through the development of new projects, the expansion and/or enhancement of existing facilities, and opportunistic acquisitions of projects or businesses. Such investments may be large enough to require capital in excess of our cash on hand and availability under our existing credit facilities. Prolonged instability or deterioration in the credit markets may adversely impact our access to capital on terms that we find acceptable, thereby impacting our ability to execute our strategy to grow our business. Our revenue and cash flows may decline if we are not successful in retaining rights or such rights terminate to operate facilities after our contracts expire. We operate some facilities owned by public sector clients, under long-term contracts. If, when existing contracts expire, we are unable to reach agreement with our municipal clients on the terms under which they would extend our operating contracts, this may adversely affect our revenue, cash flow and profitability. We cannot assure that we will be able to enter into such contracts or that the terms available in the market at the time will be favorable to us. At a limited number of facilities we operate that are owned by public sector clients, our clients have certain rights to terminate such contracts without cause. If any such terminations were to occur, this may adversely affect our revenue, cash flow and profitability. We cannot assure that such contract terminations will not occur in the future. Development and construction of new projects and expansions may not commence as anticipated, or at all. Development and construction involves many risks including: • • • • • • • • • • • difficulties in identifying, obtaining and permitting suitable sites for new projects; the inaccuracy of our assumptions with respect to the cost of and schedule for completing construction; difficulty, delays or inability to obtain financing for a project on acceptable terms; delays in deliveries of, or increases in the prices of, equipment sourced from other countries; the unavailability of sufficient quantities of waste or other fuels for startup; permitting and other regulatory issues, license revocation and changes in legal requirements; labor disputes and work stoppages; unforeseen engineering and environmental problems; interruption of existing operations; unanticipated cost overruns or delays; and weather interferences and catastrophic events including fires, explosions, earthquakes, droughts, pandemics and acts of terrorism. 25 In addition, new facilities have no operating history and may employ recently developed technology and equipment. A new facility may be unable to fund principal and interest payments under its debt service obligations or may operate at a loss. In certain situations, if a facility fails to achieve commercial operation, at certain levels or at all, termination rights in the agreements governing the facilities financing may be triggered, rendering all of the facility’s debt immediately due and payable. As a result, the facility may be rendered insolvent and we may lose our interest in the facility. Construction activities may cost more and take longer than we estimate. The design and construction of new projects or expansions requires us to contract for services from engineering and construction firms, and make substantial purchases of equipment such as boilers, turbine generators and other components that require large quantities of steel to fabricate. These are complex projects that include many factors and conditions which may adversely affect our ability to successfully compete for new projects, or construct and complete such projects on time and within budget. Our revenue and cash flows may be subject to greater volatility if we extend or renew our contracts under tip fee structures more often than service fee structures. Our revenue and cash flows may be subject to greater volatility if we extend or renew our contracts under tip fee structures more often than under service fee structures. Due to the nature of tip fee structures, if that were to occur, we may be exposed to greater performance and price risk on the energy we sell. Some of our EfW projects involve greater risk of exposure to performance levels which, if not satisfied, could result in materially lower revenue. At our EfW facilities where tip fee structures exist, we receive 100% of the energy revenue they generate. As a result, if we are unable to operate these facilities at their historical performance levels for any reason, our revenue from energy sales could materially decrease. Weakness in the economy may have an adverse effect on our revenue, cash flow and our ability to grow our business. Our business is directly affected by economic slowdowns and general reduction in demand for goods and services. A weak economy generally results in reduced overall demand for waste disposal, recycled metal and energy production. Under such conditions, the pricing we are able to charge for our waste management services, and for our energy and recycled metals, may decline and/or experience increased volatility. In addition, many of our customers are municipalities and other public sector entities which may be adversely affected in an economic downturn due to reduced tax revenue. Consequently, some of these entities could be unable to pay amounts owed to us or renew contracts with us for similar volumes or at previous or increased rates. Furthermore, lower prices for waste disposal and energy production, particularly in the absence of energy policies which encourage renewable technologies such as EfW, may also make it more difficult for us to sell waste and energy services at prices sufficient to allow us to grow our business through developing and building new projects. These factors could have a material adverse effect on our profitability and cash flow. Changes in climate conditions could materially affect our business and prospects. Significant changes in weather patterns and volatility could have a negative influence on our existing business and our prospects for growing our business. Such changes may cause episodic events (such as floods or storms) that are difficult to predict or prepare for, or longer-term trends (such as droughts or sea-level rise). These or other meteorological changes could lead to increased operating costs, capital expense, disruptions in facility operations or supply chains, changes in waste generation and interruptions in waste deliveries, limited availability of water for plant cooling operations, and changes in energy pricing, among other effects. Our reputation could be adversely affected if we are unable to operate our businesses in compliance with laws, or if our efforts to grow our business results in adverse publicity. If we encounter regulatory compliance issues in the course of operating our businesses, we may experience adverse publicity, which may intensify if such non-compliance results in civil or criminal liability. This adverse publicity may harm our reputation, and result in difficulties in attracting new customers, or retaining existing customers. 26 With respect to our efforts to grow and maintain our business globally, we sometimes experience opposition from advocacy groups or others intended to halt our development or on-going business. Such opposition is often intended to discourage third parties from doing business with us and may be based on misleading, inaccurate, incomplete or inflammatory assertions. Our reputation may be adversely affected as a result of adverse publicity resulting from such opposition. Such damage to our reputation could adversely affect our ability to grow and maintain our business. Exposure to foreign currency fluctuations may affect our results from operations or construction costs of facilities we develop in international markets. We have sought to participate in projects where the host country has allowed the convertibility of its currency into US dollars and repatriation of earnings, capital and profits subject to compliance with local regulatory requirements. As and if we grow our business in other countries and enter new international markets, we expect to invest substantial amounts in foreign currencies to pay for the construction costs of facilities we develop, or for the cost to acquire existing businesses or assets. Currency volatility in those markets, as well as the effectiveness of any currency hedging strategies we may implement, may impact the amount we are required to invest in new projects, as well as our reported results. Our growth could strain our resources and cause our business to suffer. We have made and may continue to plan and execute acquisitions and take other actions to grow our business. Acquisitions present significant challenges and risks relating to the integration of the business into the company. If we make acquisitions, it could place a strain on our management systems, infrastructure and resources, as well as present new or different risks to our business. We expect that we will need to continually evaluate and maintain our financial and managerial controls, reporting systems and procedures. We will also need to expand, train and manage our workforce worldwide. We can provide no assurances that the company will manage and integrate acquisitions successfully. Changes in technology may have a material adverse effect on our profitability. Our company and others have recognized the value of the traditional waste stream as a potential resource. Research and development activities are ongoing to provide alternative and more efficient technologies to manage waste, produce or extract by-products from waste, or to produce power. We and many other companies are pursuing these technologies, and capital is being invested to find new approaches to waste management, waste treatment, and renewable power generation. It is possible that this deployment of capital may lead to advances in these or other technologies which will reduce the cost of waste management or power production to a level below our costs and/or provide new or alternative methods of waste management or energy generation that become more accepted than those we currently utilize. Unless we are able to participate in these advances, any of these changes could have a material adverse effect on our revenue, profitability and the value of our existing facilities. Our ability to optimize our operations depends in part on our ability to compete for and obtain fuel for our facilities, and our failure to do so may adversely affect our financial results. Our EfW facilities depend on solid waste for fuel, which provides a source of revenue. For some of our EfW facilities, the availability of solid waste to us, as well as the tipping fee that we charge to attract solid waste to our facilities, depends upon competition from a number of sources such as other EfW facilities, landfills and transfer stations competing for waste in the market area. In addition, we may need to obtain waste on a competitive basis as our long-term contracts expire at our owned facilities. There has been consolidation, and there may be further consolidation, in the solid waste industry that would reduce the number of solid waste collectors or haulers that are competing for disposal facilities or enable such collectors or haulers to use wholesale purchasing to negotiate favorable below-market rates. The consolidation in the solid waste industry has resulted in companies with vertically integrated collection activities and disposal facilities. Such consolidation may result in economies of scale for those companies, as well as the use of disposal capacity at facilities owned by such companies or by affiliated companies. Such activities can affect both the availability of waste to us for processing at some of our EfW facilities and market pricing, which could have a material adverse effect on our results of operations. Our ability to successfully manage organizational, process and cost-efficiency initiatives could strain our resources and affect our profitability. We have made and may continue to undertake organizational, process and cost efficiency changes intended to improve our business. These changes, which may include implementation of new systems and processes, staff adjustments and reassignments of responsibilities, are important to our business success. Failure or delay in implementing these actions, or ineffective implementation could strain our resources and systems, resulting in disruption to our business and/or adversely affecting our results. 27 Our businesses generate their revenue primarily under long-term contracts and must avoid defaults under those contracts in order to service their debt and avoid material liability to contract counterparties. We must satisfy performance and other obligations under contracts governing EfW facilities. These contracts typically require us to meet certain performance criteria relating to amounts of waste processed, energy generation rates per ton of waste processed, residue quantity and environmental standards. Our failure to satisfy these criteria may subject us to termination of operating contracts. If such a termination were to occur, we would lose the cash flow related to the projects and incur material termination damage liability, which may be guaranteed by us. In circumstances where the contract has been terminated due to our default, we may not have sufficient sources of cash to pay such damages. We cannot assure that we will be able to continue to perform our respective obligations under such contracts in order to avoid such contract terminations, or damages related to any such contract termination, or that if we could not avoid such terminations that we would have the cash resources to pay amounts that may then become due. We have provided guarantees and financial support in connection with our projects. We are obligated to guarantee or provide financial support for our projects in one or more of the following forms: • • • • • • • support agreements in connection with construction, service or operating agreement-related obligations; direct guarantees of certain debt relating to our facilities; contingent obligations to pay lease payment installments in connection with certain of our facilities; agreements to arrange financing for projects under development; contingent credit support for damages arising from performance failures; environmental indemnities; and contingent capital and credit support to finance costs, in most cases in connection with a corresponding increase in service fees, relating to uncontrollable circumstances. Many of these contingent obligations cannot readily be quantified, but, if we were required to provide this support, it could have a material adverse effect on our cash flow, results of operations and financial condition. Our businesses depend on performance by third parties under contractual arrangements. Our waste and energy services businesses depend on a limited number of third parties to, among other things, purchase the electric and steam energy produced by our facilities, supply and deliver the waste and other goods and services necessary for the operation of our energy facilities, and purchase the metals we recover. The viability of our facilities depends significantly upon the performance by third parties in accordance with long-term and short-term contracts, and such performance depends on factors which may be beyond our control. If those third parties do not perform their obligations, or are excused from performing their obligations because of nonperformance by our waste and energy services businesses or other parties to the contracts, or due to force majeure events or changes in laws or regulations, our businesses may not be able to secure alternate arrangements on substantially the same terms, or at all. In addition, the bankruptcy or financial stability of third parties with whom we do business could result in nonpayment or nonperformance of that party’s obligations to us. We are subject to counterparty and market risk with respect to transactions with financial and other institutions. Following the expiration of our initial contracts to sell electricity from our projects, we expect to have on a relative basis more exposure to market risk, and therefore revenue fluctuations, in energy markets than in waste markets. Consequently, we may enter into futures, forward contracts, swaps or options with financial institutions to hedge our exposure to market risk in energy markets. We can provide no assurances as to the financial stability or viability of these financial and other institutions. Concentration of suppliers and customers may expose us to heightened financial exposure. Our waste and energy services businesses often rely on single suppliers and single customers at our facilities, exposing such facilities to financial risks if any supplier or customer should fail to perform its obligations. 28 For example, our businesses often rely on a single supplier to provide waste, fuel, water and other services required to operate a facility and on a single customer or a few customers to purchase all or a significant portion of a facility’s output. The financial performance of these facilities depends on such customers and suppliers continuing to perform their obligations under their long- term agreements. A facility’s financial results could be materially and adversely affected if any one customer or supplier fails to fulfill its contractual obligations and we are unable to find other customers or suppliers to produce the same level of profitability. We cannot assure that such performance failures by third parties will not occur, or that if they do occur, such failures will not have a material adverse effect on the cash flows or profitability of our businesses. In addition, we rely on the public sector clients as a source not only of waste for fuel, but also of revenue from the fees for waste services we provide. Because our contracts with public sector clients are generally long-term, we may be adversely affected if the credit quality of one or more of our public sector clients were to decline materially. Our waste operations are concentrated in one region and expose us to regional economic or market declines. The majority of our waste disposal facilities are located in the northeastern United States, primarily along the Washington, D.C. to Boston, Massachusetts corridor. Adverse economic developments in this region could a regional waste generation rates and demand for waste management services provided by us. Adverse market developments caused by additional waste processing capacity in this region could adversely affect waste disposal pricing. Either of these developments could have a material adverse effect on our profitability and cash generation. Exposure to international economic and political factors may have a material adverse effect on our international businesses. Our international operations expose us to political, legal, tax, currency, inflation, convertibility and repatriation risks, as well as potential constraints on the development and operation of potential business, any of which can limit the benefits to us from international projects. The financing, development and operation of projects outside the United States can entail significant political and financial risks, which vary by country, including: • • • • • • • • • • • • changes in law or regulations; changes in electricity pricing; changes in foreign tax laws and regulations; changes in United States federal, state and local laws, including tax laws, related to foreign operations; compliance with United States federal, state and local foreign corrupt practices laws; changes in government policies or personnel; changes in general economic conditions affecting each country, including conditions in financial markets; changes in treaties among countries affecting importation of equipment or movement of people across borders; changes in labor relations in operations outside the United States; political, economic or military instability and civil unrest; expropriation and confiscation of assets and facilities; and credit quality of entities that pay for our services or purchase our power. The legal and financial environment in foreign countries in which we currently own assets or projects could also make it more difficult for us to enforce our rights under agreements relating to such projects. Any or all of the risks identified above with respect to our international projects could adversely affect our profitability and cash generation. As a result, these risks may have a material adverse effect on our business, consolidated financial condition and results of operations. Our ability to execute on our new project pipeline in the United Kingdom may be disrupted by Brexit. There is currently substantial uncertainty regarding whether Brexit will occur, or if it does, whether any agreements negotiated as part of Brexit will have an adverse impact on the UK economy. Depending on a variety of factors, which we are currently unable to predict, Brexit could have adverse consequences on our ability to implement our development plans in the UK. This may include (i) disruptions in our ability to access the debt markets on favorable terms to finance our pipeline of new EfW projects in the UK, (ii) increases in our construction costs where they include importing equipment or use of non-UK labor pools, (iii) decreases in the value of our operating investments because of a devaluation of the British pound against other currencies, and (iv) other adverse consequences that we can not presently predict because of material uncertainties in the path Brexit might take. 29 Risks Related to Information Systems Security Our information systems, and those of our third-party service providers and vendors, are vulnerable to an increasing threat of continually evolving cybersecurity risks. These risks may take the form of malware, computer viruses, cyber threats, extortion, employee error, malfeasance, system errors or other types of risks, and may occur from inside or outside of our organization. Cybersecurity risk is increasingly difficult to identify and quantify and cannot be fully mitigated because of the rapid evolving nature of the threats, targets and consequences. Additionally, unauthorized parties may attempt to gain access to these systems or our information through fraud or other means of deceiving our third-party service providers, employees or vendors. Our operations depend, in part, on how well we and our suppliers protect networks, equipment, information technology (“IT”) systems and software against damage from a number of threats. We have entered into agreements with third parties for hardware, software, telecommunications and other services in connection with our operations. Our operations depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software. However, if we are unable or delayed in maintaining, upgrading or replacing our IT systems and software, the risk of a cybersecurity incident could materially increase. Any of these and other events could result in information system failures, delays and/or increases in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact our reputation and results of operations. In addition, targeted attacks on our systems (or on systems of third parties that we rely on), failure or non-availability of a key IT system or a breach of security measures designed to protect our IT systems could result in disruptions to our operations through delays or the corruption and destructions of our data, personal injury, property damage, loss of confidential information or financial or reputational risks. As the threat landscape is ever-changing, we must make continuous mitigation efforts, including: risk prioritized controls to protect against known and emerging threats; tools to provide automated monitoring and alerting; and backup and recovery systems to restore systems and return to normal operations. However, there can be no assurance that our ability to monitor for or mitigate cybersecurity risks will be fully effective, and we may fail to identify cybersecurity breaches or discover them in a timely way. Any significant compromise or breach of our data security, whether external or internal, or misuse of data, could result in significant costs, lost sales, fines and lawsuits, as well as damage to our reputation. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and constantly changing requirements applicable to our business, compliance with those requirements could also result in additional costs. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. Our reputation could be adversely affected if our businesses, or third parties with whom we have a relationship, were to fail to comply with United States or foreign anti-corruption laws or regulations. Some of our projects and new business may be conducted in countries where corruption has historically penetrated the economy to a greater extent than in the United States. It is our policy to comply, and to require our local partners and those with whom we do business to comply, with all applicable anti-bribery laws, such as the US Foreign Corrupt Practices Act, and with applicable local laws of the foreign countries in which we operate. Our reputation may be adversely affected if we were reported to be associated with corrupt practices or if we or our local partners failed to comply with such laws. Such damage to our reputation could adversely affect our ability to grow our business. Energy regulation could adversely affect our revenue and costs of operations. Our waste and energy services businesses are subject to extensive energy regulations by federal, state and foreign authorities. We cannot predict whether the federal, state or foreign governments will modify or adopt new legislation or regulations relating to the solid waste or energy industries. The economics, including the costs, of operating our facilities may be adversely affected by any changes in these regulations or in their interpretation or implementation or any future inability to comply with existing or future regulations or requirements. If our businesses lose existing exemptions under the Federal Power Act, the economics and operations of our energy projects could be adversely affected, including as a result of rate regulation by the Federal Energy Regulatory Commission with respect to our output of electricity, which could result in lower prices for sales of electricity and increased compliance costs. In addition, depending on the terms of the project’s power purchase agreement, a loss of our exemptions could allow the power purchaser to cease taking and paying for electricity under existing contracts. Such results could cause the loss of some or all contract revenue or otherwise impair the value of a project and could trigger defaults under provisions of the applicable project contracts and financing agreements. Defaults under such financing agreements could render the underlying debt immediately due and payable. Under such 30 circumstances, we cannot assure that revenue received, the costs incurred, or both, in connection with the project could be recovered through sales to other purchasers. Failure to obtain regulatory approvals could adversely affect our operations. Our waste and energy services businesses are continually in the process of obtaining or renewing federal, state, local and foreign approvals required to operate our facilities. While we believe our businesses currently have all necessary operating approvals, we may not always be able to obtain all required regulatory approvals, and we may not be able to obtain any necessary modifications to existing regulatory approvals or maintain all required regulatory approvals. If there is a delay in obtaining any required regulatory approvals or if we fail to obtain and comply with any required regulatory approvals, the operation of our facilities or the sale of electricity to third parties could be prevented, made subject to additional regulation or subject our businesses to additional costs or a decrease in revenue. The energy industry is becoming increasingly competitive, and we might not successfully respond to these changes. We may not be able to respond in a timely or effective manner to the changes resulting in increased competition in the energy industry in global markets. These changes may include deregulation of the electric utility industry in some markets, privatization of the electric utility industry in other markets and increasing competition in all markets. To the extent competitive pressures increase and the pricing and sale of electricity assumes more characteristics of a commodity business, the economics of our business may be subject to greater volatility and we might not successfully respond to these changes. Future impairment charges could have a material adverse effect on our financial condition and results of operations. In accordance with accounting guidance, we evaluate long-lived assets for impairment whenever events or changes in circumstances, such as significant adverse changes in regulation, business climate or market conditions, could potentially indicate the carrying amount may not be recoverable. Significant reductions in our expected revenue or cash flows for an extended period of time resulting from such events could result in future asset impairment charges, which could have a material adverse impact on our financial condition and results of operations. We cannot be certain that our NOLs will continue to be available to offset our federal tax liability. As of December 31, 2018, we had $197 million of net operating loss carryforwards (“NOLs”). NOLs offset our consolidated taxable income and will expire in various amounts, if not used, between 2033 and 2037 The NOLs are also used to offset income from certain grantor trusts that were established as part of the reorganization in 1990 of certain of our subsidiaries engaged in the insurance business and are administered by state regulatory agencies. As the administration of these grantor trusts concludes, taxable income could result, utilizing a portion of our NOLs and accelerating the date on which we may be otherwise obligated to pay incremental cash taxes. Our insurance and contractual protections may not always cover lost revenue, increased expense or contractual liabilities. Although our businesses maintain insurance, obtain warranties from vendors, require contractors to meet certain performance levels and, in some cases, pass risks we cannot control to the service recipient or output purchaser, the proceeds of such insurance, warranties, performance guarantees or risk sharing arrangements may not be adequate to cover lost revenue, increased expense or contractual liabilities. We depend on our senior management and key personnel and we may have difficulty attracting and retaining qualified professionals. Our future operating results depend to a large extent upon the continued contributions of key senior managers and personnel. In addition, we are dependent on our ability to attract, train, retain and motivate highly skilled employees. However, there is significant competition for employees with the requisite level of experience and qualifications. If we cannot attract, train, retain and motivate qualified personnel, we may be unable to compete effectively and our growth may be limited, which could have a material adverse effect on our business, results of operations, financial condition and prospects and our ability to fulfill our debt obligations. 31 Our controls and procedures may not prevent or detect all errors or acts of fraud. Any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by an unauthorized override of the controls. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and may not be prevented or detected. Failure to maintain an effective system of internal controls over financial reporting may have an adverse effect on our stock price. We have in the past discovered, and may potentially in the future discover, areas of internal control over financial reporting that may require improvement. If we are unable to assert that our internal control over financial reporting is effective now or in any future period, or if our independent auditors are unable to express an opinion on the effectiveness of our internal controls, we could lose investor confidence in the accuracy and completeness of our financial reports, which could have an adverse effect on our stock price. Provisions of our certificate of incorporation, our credit facilities and our other corporate debt could discourage an acquisition of us by a third party. Certain provisions of our credit facilities and our other corporate debt could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a fundamental change, holders of our credit facilities and our other corporate debt will have the right to require Covanta Holding or Covanta Energy, as the case may be, to repurchase their corporate debt or repay the facilities, as applicable. In addition, provisions of our certificate of incorporation and bylaws, each as amended, could make it more difficult for a third party to acquire control of us. For example, our certificate of incorporation authorizes our board of directors to issue preferred stock without requiring any stockholder approval, and preferred stock could be issued as a defensive measure in response to a takeover proposal. All these provisions could make it more difficult for a third party to acquire us or discourage a third party from acquiring us even if an acquisition might be in the best interest of our stockholders. Item 1B. UNRESOLVED STAFF COMMENTS None. Item 2. PROPERTIES As of December 31, 2018, we owned, had equity investments in and/or operated 89 facilities consisting of 44 EfW operations, 16 transfer stations, 20 material processing facilities, four landfills (primarily for ash disposal), two wood waste (biomass) energy projects, one water (hydroelectric) energy project, one regional metals recycling facility and one ash processing facility (under construction). Principal projects are described above under Item 1. Business. Projects that we own or lease are conducted at properties, which we also own or lease, aggregating approximately 1,753 acres, of which 1,385 acres are owned and 368 acres are leased. We lease approximately 104,000 square feet for our headquarters in Morristown, New Jersey. In addition, we own 83 acres of undeveloped land in California. We operate projects outside of the US and have offices located in Dublin, Ireland, UK and Shanghai, China, where we lease office space of approximately 6,180 square feet. As of December 31, 2018, we are the part owner/operator of two international projects with businesses conducted at properties that are either leased or have land rights aggregating to 12 acres. Principal projects are described above under Item 1. Business. Item 3. LEGAL PROCEEDINGS For information regarding legal proceedings, see Item 8. Financial Statements And Supplementary Data — Note 17. Commitments and Contingencies, which information is incorporated herein by reference. 32 Item 4. MINE SAFETY DISCLOSURES Not applicable. 33 PART II Item 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Our common stock is traded on the New York Stock Exchange under the symbol “CVA”. On February 8, 2019, there were approximately 661 holders of record of our common stock. Share Repurchases Under our share repurchase program, common stock repurchases may be made in the open market, in privately negotiated transactions from time to time, or by other available methods, at management’s discretion in accordance with applicable federal securities laws. The timing and amounts of any repurchases will depend on many factors, including our capital structure, the market price of our common stock and overall market conditions, and whether any restrictions then exist under our policies relating to trading in compliance with securities laws. As of December 31, 2018, the amount remaining under our currently authorized share repurchase program was $66 million. There were no repurchases made under our share repurchase program during the year ended December 31, 2018. During the three months ended December 31, 2018, the Company withheld 126,202 shares of restricted stock, as permitted by the applicable equity award agreements, to satisfy employee tax withholding requirements related to the vesting of restricted stock awards. Performance Measurement Comparison The following performance graph sets forth a comparison of the yearly percentage change in the Company’s cumulative total stockholder return on common stock with the Standard and Poor’s Midcap 400 Index*, the Dow Jones US Conventional Electricity Index**, and the Dow Jones US Waste & Disposal Services Index**. The foregoing cumulative total returns are computed assuming (a) an initial investment of $100, and (b) the reinvestment of dividends at the frequency which dividends were paid during the applicable years. The graph below reflects comparative information for the five fiscal years beginning with the close of trading on December 31, 2013 and ending December 31, 2018. Comparison of 5 Year Cumulative Total Return Assumes Initial Investment of $100 December 2018 $180 $160 $140 $120 $100 $80 2013 2014 2015 2016 2017 2018 Covanta Holding Corporation S&P Midcap 400 Index Dow Jones US Conventional Electricity Index Dow Jones US Waste & Disposal Services Index The stockholder return reflected above is not necessarily indicative of future performance. * The Standard and Poor’s Midcap 400 Index is a capitalization-weighted index designed to measure performance of the broad domestic economy through changes in the aggregate market value of the component stocks representing all major industries. Copyright 2019 Standard and Poor’s, Inc. All Rights Reserved. ** The Dow Jones US Waste & Disposal Services Index and the Dow Jones US Conventional Electricity Index are maintained by Dow Jones & Company, Inc. As described by Dow Jones, the Dow Jones US Waste & Services Index consists of providers of pollution control and environmental services for the management, recovery and disposal of solid and hazardous waste materials, such as landfills and recycling centers. The Dow Jones US Conventional Electricity Index consists of companies generating and distributing electricity through the burning of fossil fuels such as coal, petroleum and natural gas, and through nuclear energy. Copyright 2019 Dow Jones & Company. All Rights Reserved. 34 Item 6. SELECTED FINANCIAL DATA The selected financial information presented below should be read in conjunction with Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations and Item 8. Financial Statements and Supplementary Data. Year Ended December 31, 2018 2017 2016 2015 2014 (In millions, except per share amounts) Statements of Operations Data: Operating revenue . . . . . . . . . . . . . . . . . Operating expense . . . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . Net income (loss) (1) . . . . . . . . . . . . . . . . Earnings (loss) per share: (1) Basic . . . . . . . . . . . . . . . . . . . . . . . . Diluted. . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $ $ Weighted average common shares outstanding: Basic. . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $ $ 1,868 1,805 63 152 1.17 1.15 130 132 $ $ $ $ $ $ 1,752 1,651 101 57 0.44 0.44 130 131 1,699 1,590 109 $ $ $ (4) $ (0.03) $ (0.03) $ 129 129 $ $ $ $ $ $ 1,645 1,536 109 69 0.52 0.51 132 133 Cash dividend declared per share. . . . . . $ 1.00 $ 1.00 $ 1.00 $ 1.00 $ 1,682 1,528 154 (1) (0.01) (0.01) 130 130 0.86 (1) The year ended December 31, 2017 includes the significant impact of the enactment of the Tax Cuts and Jobs Act. For further information see Item. 1. Business and Item 8. Financial Statements And Supplementary Data — Note 11. Income Taxes. 2018 2017 As of December 31, 2016 (In millions) 2015 2014 84 3,024 $ $ — $ $ 4,284 $ 2,252 383 $ — $ $ $ 3,815 469 94 2,690 $ $ — $ $ 4,234 $ 2,263 198 $ — $ $ $ 3,594 638 84 2,607 — 4,178 1,948 222 — 3,394 782 Balance Sheet Data: Cash and cash equivalents . . . . . . . . . . . Property, plant and equipment, net. . . . . Assets held for sale. . . . . . . . . . . . . . . . . Total assets . . . . . . . . . . . . . . . . . . . . . . . Long-term debt (incl. current portion) . . Project debt (incl. current portion) . . . . . Liabilities held for sale . . . . . . . . . . . . . . Total liabilities . . . . . . . . . . . . . . . . . . . . Total stockholders' equity. . . . . . . . . . . . $ $ $ $ $ $ $ $ $ $ 58 $ 2,514 $ 2 $ 3,843 $ 2,342 152 $ — $ $ $ 3,356 487 46 2,606 653 4,441 2,349 174 540 4,014 427 $ $ $ $ $ $ $ $ $ 35 Item 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The terms “we,” “our,” “ours,” “us,” “Covanta” and “Company” refer to Covanta Holding Corporation and its subsidiaries; the term “Covanta Energy” refers to our subsidiary Covanta Energy, LLC and its subsidiaries. OVERVIEW The following discussion should be read in conjunction with our audited consolidated financial statements and the notes thereto included elsewhere in Item 8. Financial Statements and Supplementary Data of this Form 10-K. This discussion may contain forward-looking statements that anticipate results that are subject to uncertainty. We discuss in more detail various factors that could cause actual results to differ from expectations in Item 1A. Risk Factors in this Form 10-K. For a discussion of our facilities, the energy-from-waste process and the environmental benefits of EfW, see Item 1. Business. We have one reportable segment which is comprised of our entire operating business. For additional information on our reportable segment, see Note 6. Business Segment and Geographic Information. For a discussion of key strategies and the execution thereof in 2018, see Item 1. Business — Strategy and Execution on Strategy. General Business Conditions See Item 1. Business — Markets, Competition and Business Conditions for a discussion of factors affecting business conditions and financial results. RESULTS OF OPERATIONS The comparability of the information provided below with respect to our revenue, expense and certain other items for periods during each of the years presented was affected by several factors. As outlined in Item 1. Business - Execution on Strategy, Item 8. Financial Statements And Supplementary Data — Note 1. Organization and Summary of Significant Accounting Policies, Note 3. New Business and Asset Management and Note 4. Dispositions and Assets Held for Sale our business development initiatives and acquisitions resulted in various transactions, which are reflected in comparative revenue and expense. These factors must be taken into account in developing meaningful comparisons between the periods compared below. The Results of Operations discussion below compares our revenue, expense and certain other items during each of the years presented. The following terms used within the Results of Operations discussion are defined as follows: • • • “Organic growth”: reflects the performance of the business on a comparable period-over-period basis, excluding the impacts of transactions and contract transitions. “Transactions”: includes the impacts of acquisitions, divestitures, and the addition or loss of operating contracts. “Contract transitions”: includes the impact of the expiration of: (a) long-term major waste and service contracts, most typically representing the transition to a new contract structure, and (b) long-term energy contracts. 36 RESULTS OF OPERATIONS — OPERATING INCOME Year Ended December 31, 2018 vs. Year Ended December 31, 2017 OPERATING REVENUE: Waste and service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Energy revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recycled metals revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OPERATING EXPENSE: Plant operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating Revenue Waste and Service Revenue In millions: EfW tip fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EfW service fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environmental services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Municipal services (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intercompany. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total waste and service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ Year Ended December 31, 2018 2017 (In millions) Variance Increase (Decrease) 1,327 343 95 103 1,868 1,321 65 115 218 86 1,805 63 $ $ 1,231 334 82 105 1,752 1,271 51 112 215 2 1,651 101 $ $ 96 9 13 (2) 116 50 14 3 3 84 154 (38) Year Ended December 31, 2018 2017 Variance 624 424 141 207 38 (107) 1,327 $ $ 572 393 129 194 42 (99) 1,231 $ $ (1) Consists of transfer stations and transportation component of our New York City waste transport and disposal contract. EfW facilities - Tons (1) (in millions): Year Ended December 31, 2018 2017 Variance Tip fee - contracted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tip fee - uncontracted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Tons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) Includes solid tons only. Certain amounts may not total due to rounding. 8.9 2.1 9.5 20.5 8.0 2.1 8.6 18.7 For the twelve month comparative period, waste and service revenue increased by $96 million, primarily driven by $72 million of organic growth, the start-up of the Dublin EfW facility in the fourth quarter of 2017, and the acquisition of the Palm Beach County EfW facility operating contracts in the third quarter of 2018, partially offset by service contract transitions. Within organic growth, EfW tip fee revenue increased due to higher volume processed ($38 million), primarily from a full period of operations at the Fairfax County EfW facility (which was not operating for a majority of the comparative period in 2017), higher average revenue per ton ($20 million), and growth in environmental services ($12 million) and municipal services ($13 million). For 37 52 31 12 13 (4) (8) 96 0.9 — 0.9 1.8 additional information on our Fairfax County EfW facility, see Item 8. Financial Statements And Supplementary Data - Note 10. Supplementary Information. Energy Revenue In millions: (1) Year Ended December 31, 2018 2017 Variance Energy sales. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capacity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total energy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 291 $ 52 343 $ 288 $ 46 334 $ 3 6 9 (1) Covanta share only. Represents the sale of electricity and steam based upon output delivered and capacity provided. Certain amounts may not total due to rounding. Total EfW (in millions): 2018 2017 Variance Year Ended December 31, Revenue (1) Volume(1), (2) % of Total Volume Revenue (1) Volume(1), (2) % of Total Volume Revenue Volume At Market . . . . . . . . . . . . . . . . . Contracted . . . . . . . . . . . . . . . . . Hedged . . . . . . . . . . . . . . . . . . . Total EfW . . . . . . . . . . . . . . . . . . $ $ 49 192 101 342 1.3 2.1 3.1 6.5 20% $ 33% 47% 100% $ 23 216 95 334 0.8 2.5 2.7 6.0 13% $ 41% 46% 100% $ 26 (24) 6 8 0.5 (0.4) 0.4 0.5 (1) Covanta share only. Represents the sale of electricity and steam based upon output delivered and capacity provided. (2) Steam converted to MWh at an assumed average rate of 11 klbs of steam / MWh. Certain amounts may not total due to rounding. For the twelve month comparative period, energy revenue increased by $9 million, driven by a $25 million increase from higher production at EfW facilities as compared to prior year, primarily due to the Fairfax facility as discussed above, partially offset by lower market prices ($4 million), the expiration of long-term energy contracts ($5 million) and the deconsolidation of the Dublin EfW facility ($6 million). For additional information on the Dublin EfW facility see Item 8. Financial Statements and Supplementary Data - Note 4. Dispositions and Assets Held for Sale. Recycled Metal Revenue Metal Revenue (in millions) Year Ended December 31, Tons Sold (in thousands) (1) Tons Recovered (in thousands) 2018 2017 2018 2017 2018 2017 Ferrous Metal . . . . . . . . $ Non-Ferrous Metal . . . . Total . . . . . . . . . . . . . . . $ 58 37 95 $ $ 48 34 82 333 31 302 31 424 49 396 38 (1) Represents the portion of total volume that is equivalent to Covanta’s share of revenue under applicable client revenue sharing arrangements. For the twelve month comparative period, recycled metals revenue increased by $13 million, driven primarily by higher pricing for both ferrous ($5 million) and non-ferrous ($5 million) material and an increase in ferrous volume ($6 million), primarily due to a full year of operations at the Fairfax facility, partially offset by decreased volume of non-ferrous materials sold in the period ($2 million). Other Operating Revenue Other operating revenue decreased by $2 million for the twelve month comparative period due to the resale of purchased energy under contractual energy arrangements in 2017 at facilities that did not produce power in 2017 ($12 million), partially offset by higher construction revenue ($9 million). 38 Operating Expense Plant Operating Expense Consolidated (in millions): Year Ended December 31, 2018 2017 Variance Plant maintenance (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plant operating expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 299 $ 1,023 $ 311 960 1,321 $ 1,271 $ (12) 63 50 (1) Plant maintenance costs include our internal maintenance team and non-facility employee costs for facility scheduled and unscheduled maintenance and repair expense. Plant operating expenses increased by $50 million for the twelve month comparable period, primarily due to costs related to growth in our Covanta Environmental Solutions business ($11 million) and our metals processing operations ($6 million), escalation of EfW same store expenses ($18 million), the start-up of the Dublin EfW facility in the fourth quarter of 2017 ($15 million), and the acquisition of the Palm Beach County EfW facility operating contracts in the third quarter of 2018 ($15 million), offset by contract transitions ($11 million). Other Operating Expense Other operating expenses increased by $14 million for the twelve month comparable period, primarily due to a gain from the settlement of our contract dispute with Hennepin County recognized in the prior year ($8 million), increased construction expenses ($9 million), partially offset by higher insurance recoveries which are recorded as a contra expense ($7 million). For additional information, see Item 8. Financial Statements And Supplementary Data - Note 10. Supplementary Information - Other Operating Expenses. General and Administrative Expense General and administrative expenses increased for the twelve month comparative period by $3 million primarily due to an increase in compensation expense of $7 million, partially offset by a decrease in outside consulting expense of $5 million. Impairment Charges During the year ended December 31, 2018, we identified an indicator of impairment associated with certain of our EfW facilities where the current expectation is that, more likely than not, the assets will not be operated through their previously estimated economic useful lives. We performed recoverability tests to determine if these facilities were impaired as of the respective balance sheet date. As a result, based on expected cash flows utilizing Level 3 inputs, we recorded a non-cash impairment charge for the year ended December 31, 2018 of $86 million to reduce the carrying value of the assets to their estimated fair value. 39 RESULTS OF OPERATIONS — OPERATING INCOME Year Ended December 31, 2017 vs. Year Ended December 31, 2016 OPERATING REVENUE: Waste and service revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Energy revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recycled metals revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OPERATING EXPENSE: Plant operating expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating Revenue Waste and Service Revenue In millions: EfW tip fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EfW service fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Environmental services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Municipal services (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intercompany . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total waste and service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2017 2016 (In millions) Variance Increase (Decrease) $ 1,231 $ 1,187 $ 334 82 105 1,752 1,271 51 112 215 2 370 61 81 1,699 1,177 86 100 207 20 1,651 101 $ 1,590 109 $ Year Ended December 31, 2017 2016 Variance 572 393 129 194 42 (99) 1,231 $ $ 551 406 104 186 36 (96) 1,187 $ $ $ $ $ 44 (36) 21 24 53 94 (35) 12 8 (18) 61 (8) 21 (13) 25 8 6 (3) 44 (1) Consists of transfer stations and transportation component of our New York City waste transport and disposal contract. EfW facilities - Tons (1) (in millions): Tip fee - contracted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tip fee - uncontracted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Service fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Tons . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (1) Includes solid tons only. Certain amounts may not total due to rounding. Year Ended December 31, 2017 2016 Variance 8.0 2.1 8.6 18.7 8.4 2.2 8.9 19.5 (0.4) (0.1) (0.3) (0.8) For the twelve month comparative period, waste and service revenue increased by $44 million year-over-year, driven by $13 million of organic growth, $28 million from transactions, of which $19 million related to the start-up of the Dublin EfW facility in the fourth quarter of 2017, and $4 million resulting from contract transitions. Within organic growth, EfW tip fee revenue decreased by $16 million, with the benefit from higher average revenue per ton of $14 million, more than offset by lower volume of waste processed of $29 million, primarily due to downtime at the Fairfax County facility, while environmental services and municipal services revenue were higher by $16 million and $8 million, respectively. 40 Energy Revenue In millions:(1) Year Ended December 31, 2017 2016 Variance Energy sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capacity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total energy. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 288 $ 321 $ 46 — 40 9 334 $ 370 $ (33) 6 (9) (36) (1) Covanta share only. Represents the sale of electricity and steam based upon output delivered and capacity provided. Certain amounts may not total due to rounding. Year Ended December 31, 2017 2016 Variance Total EfW (in millions): At Market. . . . . . . . . . . . . . . . . . Contracted . . . . . . . . . . . . . . . . . Hedged. . . . . . . . . . . . . . . . . . . . Total EfW . . . . . . . . . . . . . . . . . . Revenue (1) Volume(1), (2) % of Total Volume Revenue (1) Volume(1), (2) % of Total Volume Revenue Volume $ $ 23 216 95 334 0.8 2.5 2.7 6.0 13% $ 41% 46% 100% $ 33 245 83 361 1.0 3.1 1.9 6.0 17% $ 51% 32% (10) (29) 12 100% $ (27) (0.2) (0.6) 0.8 — (1) Covanta share only. Represents the sale of electricity and steam based upon output delivered and capacity provided. (2) Steam converted to MWh at an assumed average rate of 11 klbs of steam / MWh. Certain amounts may not total due to rounding. For the twelve month comparative period, energy revenue decreased by $36 million year-over-year, driven by the expiration of certain long-term energy contracts ($28 million) and lower production at EfW facilities ($15 million), primarily due to downtime at the Fairfax County facility, which were partially offset by a favorable impact from service contract transitions ($5 million) and $2 million related to transactions. Recycled Metal Revenue Metal Revenue (in millions) Year Ended December 31, Tons Sold (in thousands) (1) Tons Recovered (in thousands) 2017 2016 2017 2016 2017 2016 Ferrous Metal . . . . . . . . $ Non-Ferrous Metal . . . . Total . . . . . . . . . . . . . . . $ 48 34 82 $ $ 38 23 61 302 31 345 36 396 38 401 36 (1) Represents the portion of total volume that is equivalent to Covanta’s share of revenue under applicable client revenue sharing arrangements. For the twelve month comparative period, recycled metals revenue increased by $21 million year-over-year, driven by higher pricing for both ferrous ($17 million) and non-ferrous ($17 million) material, partially offset by lower volume sold ($14 million) which primarily resulted from the centralized processing of non-ferrous material and the timing of sales shipments as compared to the prior year. Other Operating Revenue Other operating revenue increased by $24 million for the twelve month comparative period primarily due to higher construction revenue ($12 million) and contractual energy sales related to facilities that did not produce power ($12 million). 41 Operating Expense Plant Operating Expense In millions: Year Ended December 31, 2017 2016 Variance Plant maintenance (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . All other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Plant operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ 311 960 $ 279 898 1,271 $ 1,177 $ 32 62 94 (1) Plant maintenance costs include our internal maintenance team and non-facility employee costs for facility scheduled and unscheduled maintenance and repair expense. Plant operating expenses increased by $94 million for the twelve month comparable period, driven by higher plant maintenance expense ($32 million), escalation in other costs at our EfW facilities on a same store basis ($8 million), and incremental costs related to growth in our Covanta Environmental Solutions business, commencement of operations at the new centralized non- ferrous metal processing facility, and the start-up of the Dublin EfW facility. Other Operating Expense Other operating expenses decreased by $35 million for the twelve month comparable period, primarily due to higher insurance recoveries of $26 million, which are recorded as a contra expense, and a gain of $8 million from the settlement of our contract dispute with Hennepin County. For additional information, see Item 8. Financial Statements And Supplementary Data - Note 10. Supplementary Information - Other Operating Expenses. General and Administrative Expense General and administrative expenses increased for the twelve month comparative period by $12 million, driven by third party costs incurred in the execution of the GIG transaction, accounting services and higher compensation expenses. Impairment Charges During the year ended December 31, 2016, we recorded non-cash impairment charges of $20 million, pre-tax, of which $13 million related to the previously planned closure of our Pittsfield EfW facility, which we continue to operate, and $3 million, pre-tax, related to an investment in a joint venture to recover and recycle metals. For additional information, see Item 8. Financial Statements And Supplementary Data — Note 10. Supplementary Information — Impairment Charges. CONSOLIDATED RESULTS OF OPERATIONS — NON-OPERATING INCOME ITEMS Years Ended December 31, 2018, 2017 and 2016 Other Income (Expense): 2018 Year Ended December 31, 2017 2016 (In millions) Variance Increase (Decrease) 2018 vs 2017 2017 vs 2016 Interest expense. . . . . . . . . . . . . . . . . . . . . . $ (145) $ (147) $ (138) $ 2 $ Gain (loss) on sale of business . . . . . . . . . . Loss on extinguishment of debt . . . . . . . . . Other (expense) income, net . . . . . . . . . . . . 217 (15) (3) (6) (84) 1 44 — (1) 223 69 (4) Total other income (expense) . . . . . . . . $ 54 $ (236) $ (95) $ 290 $ (9) (50) (84) 2 (141) Interest expense increased by $9 million for the year ended December 31, 2017 compared to the year ended December 31, 2016, primarily due to the cost of non-recourse project subsidiary debt related to the Dublin EfW facility in the fourth quarter of 2017 following commencement of commercial operations. For additional information see Item 8. Financial Statements And Supplementary Data —Note 16. Consolidated Debt. Gain (loss) on sale of business increased by $223 million for the year ended December 31, 2018 compared to the year ended 42 December 31, 2017, primarily due to the deconsolidation of the Dublin EfW facility which resulted in a gain of $204 million. For additional information see Item 8. Financial Statements And Supplementary Data — Note 4. Dispositions and Assets Held for Sale. Gain (loss) on sale of business for the year ended December 31, 2017 and 2016, is primarily due to the sale of our interests in China. For additional information see Item 8. Financial Statements And Supplementary Data — Note 4. Dispositions and Assets Held for Sale. Loss on extinguishment of debt for the year ended December 31, 2018 is comprised of $12 million related to the redemption of our 2022 Senior Notes and $3 million related to the refinancing our tax-exempt bonds related to certain of our facilities in New York and Massachusetts. For additional information see Item 8. Financial Statements And Supplementary Data —Note 16. Consolidated Debt. Loss on extinguishment of debt for the year ended December 31, 2017 is comprised of $13 million of charges related to the redemption of our 2020 Senior Notes and approximately $71 million in connection with the refinancing of our non-recourse project subsidiary debt related to the Dublin EfW facility. For additional information see Item 8. Financial Statements And Supplementary Data —Note 16. Consolidated Debt. Equity in net income from unconsolidated investments Equity in net income from unconsolidated investments increased by $5 million for the year ended December 31, 2018 due to a full year of operations of the Dublin EfW facility owned through a joint venture with GIG. As new international projects are completed over the next few years these investments will become a growing source of income and operating cash flow. For additional information see Item 8. Financial Statements And Supplementary Data — Note 13. Equity Method Investments Income Tax (Benefit) Expense: Year Ended December 31, Variance Increase (Decrease) 2018 2017 2016 2018 vs 2017 2017 vs 2016 (In millions, except percentages) Income tax (benefit) expense . . . . . . . . . Effective income tax rate . . . . . . . . . . . . $ $ (29) (25)% $ (191) 142% $ 22 150% 162 $ (213) The decrease in the effective tax rate for the year ended December 31, 2018, compared to the year ended December 31, 2017 is primarily due to the combined effects of (i) in 2017 there was a significant deferred tax revaluation due to tax reform which did not occur in 2018 (ii) no income tax associated with the gain from sale of our joint venture with GIG; (iii) the discrete tax benefits attributable to the New Jersey State Tax Law change and a state audit settlement. The decrease in the effective tax rate for the year ended December 31, 2017, compared to the year ended December 31, 2016 is primarily due to the combined effects of (i) the recognition of tax benefit from the re-measurement of the deferred taxes and the estimated transition tax due to the enactment of the Act and (ii) the change from pre-tax income in 2016 to pre-tax loss in 2017. For additional information see Item 8. Financial Statements And Supplementary Data — Note 11. Income Taxes. 43 Net Income (Loss) and Earnings Per Share: Year Ended December 31, Variance Increase (Decrease) 2018 2017 2016 2018 vs 2017 2017 vs 2016 (In millions, except per share amounts) Net Income (Loss) . . . . . . . . . . . . . . . . . $ 152 $ 57 $ (4) $ 95 $ 61 Earnings (Loss) Per Share: Weighted Average Shares: Basic:. . . . . . . . . . . . . . . . . . . . . . . . Diluted: . . . . . . . . . . . . . . . . . . . . . . Earnings (Loss) Per Share: Basic:. . . . . . . . . . . . . . . . . . . . . . . . Diluted: . . . . . . . . . . . . . . . . . . . . . . Cash Dividend Declared Per Share (1) . . $ $ $ 130 132 1.17 1.15 1.00 $ $ $ 130 131 0.44 0.44 1.00 $ $ $ 129 129 — 1 (0.03) $ (0.03) $ 0.73 0.71 $ $ 1.00 $ — $ 1 2 0.47 0.47 — (1) For information on dividends declared to shareholders and share repurchases, see Liquidity and Capital Resources below. 44 Supplementary Financial Information — Adjusted EBITDA (Non-GAAP Discussion) To supplement our results prepared in accordance with GAAP, we use the measure of Adjusted EBITDA, which is a non-GAAP financial measure as defined by the SEC. This non-GAAP financial measure is described below, and is not intended as a substitute and should not be considered in isolation from measures of financial performance prepared in accordance with GAAP. In addition, our use of non-GAAP financial measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. The presentation of Adjusted EBITDA is intended to enhance the usefulness of our financial information by providing a measure which management internally uses to assess and evaluate the overall performance of its business and those of possible acquisition candidates, and highlight trends in the overall business. 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 entity's depreciation and amortization, interest expense and taxes in order to improve comparability to the Adjusted EBITDA of our wholly owned entities. Adjusted EBITDA should not be considered 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 order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the years ended December 31, 2018, 2017 and 2016, respectively, 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. The following is a reconciliation of Net income (loss) to Adjusted EBITDA (in millions): Adjusted EBITDA Net income (loss) (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax (benefit) expense (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Gain) loss on sale of business (c) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on extinguishment of debt (d) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property insurance recoveries, net (e) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital type expenditures at client owned facilities (f) . . . . . . . . . . . . . . . . . . . . . . . Debt service billings (less than) in excess of revenue recognized . . . . . . . . . . . . . . Business development and transaction costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Severance and reorganization costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Non-cash compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustments to reflect Adjusted EBITDA from unconsolidated investments . . . . . Other (g) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2017 2016 2018 152 218 145 (29) 86 (217) 15 (18) 37 (1) 3 5 24 23 14 $ 57 $ 215 147 (191) 2 6 84 (2) 55 5 5 1 18 — 6 (4) 207 138 22 20 (44) — — 39 4 2 3 16 — 7 410 $ 457 $ 408 $ (a) (b) (c) The year ended December 31, 2017 includes a provisional net tax benefit of $183 million ($1.40 per diluted share) associated with the enactment of the Tax Cuts and Jobs Act of 2017. For additional information, see Item 8. Financial Statements And Supplementary Data — Note 11. Income Taxes. During the year ended December 31, 2018, we identified indicators of impairment associated with certain of our EfW facilities and recorded a non- cash impairment charge of $86 million to reduce the carrying value of the facilities to their estimated fair value. During the year ended December 31, 2016, we recorded a non-cash impairment totaling $20 million which primarily consisted of $13 million related to the previously planned closure of our Pittsfield EfW facility in March 2017, which we now continue to operate, and $3 million related to an investment in a joint venture to recover and recycle metals. During the year ended December 31, 2018, we recorded a $7 million gain on the sale of our equity interests in Koma Kulshan, a $204 million gain on the sale of 50% of our Dublin EfW facility to our joint venture with the Green Investment Group Limited and a $6 million gain on the sale of our remaining interests in China. During the year ended December 31, 2017, we recorded a $6 million charge for indemnification claims related to the sale of our interests in China, which 45 was completed in 2016. During the year ended December 31, 2016, we recorded a $41 million gain on the sale of our interests in China. (d) During the year ended December 31, 2018, we recorded a $3 million loss related to the refinancing of our tax-exempt bonds and a $12 million loss related to the redemption of our redemption of our 2022 Senior Notes. See Item 8. Financial Statements And Supplementary Data — Note 16. Consolidated Debt. (e) (f) During the year ended December 31, 2017, we recorded a $71 million loss related to our Dublin debt refinancing and a $13 million loss related to the redemption of our 2020 Senior Notes. During the year ended December 31, 2018 we recorded a $18 million property insurance gain related to our property insurance recoveries at Fairfax. See Item 8. Financial Statements And Supplementary Data — Note 10. Supplementary Information. 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. (g) Includes certain other items that are added back under the definition of Adjusted EBITDA in Covanta Energy, LLC's credit agreement. The following is a reconciliation of cash flow provided by operating activities to Adjusted EBITDA (in millions): Year Ended December 31, 2018 2017 2016 Cash flow provided by operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Cash paid for interest, net of capitalized interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash paid for taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Capital type expenditures at service fee operated facilities (a). . . . . . . . . . . . . . . . . . . Equity in net income from unconsolidated investments . . . . . . . . . . . . . . . . . . . . . . . Dividends from unconsolidated investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment for working capital and other. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 238 136 2 37 6 (13) 28 $ 242 132 — 55 1 (2) (20) Adjusted EBITDA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 457 $ 408 $ 264 135 (6) 39 4 (2) (24) 410 (a) See Adjusted EBITDA - Note (f) above. For additional discussion related to management’s use of non-GAAP measures, see Liquidity and Capital Resources — Supplementary Financial Information — Free Cash Flow (Non-GAAP Discussion) below. Supplementary Financial Information — Adjusted Earnings Per Share (“Adjusted EPS”) (Non-GAAP Discussion) We use a number of different financial measures, both United States generally accepted accounting principles (“GAAP”) and non- GAAP, a financial measure as defined by the Securities and Exchange Commission (“SEC”), in assessing the overall performance of our business. To supplement our results prepared in accordance with GAAP, we use the measure of Adjusted EPS, which is non-GAAP. The non-GAAP financial measure of Adjusted EPS is not intended as a substitute or as an alternative to diluted earnings per share as an indicator of our performance or any other measure of performance derived in accordance with GAAP. In addition, our non-GAAP financial measures may be different from non-GAAP financial measures used by other companies, limiting their usefulness for comparison purposes. We use the non-GAAP financial 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. 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. In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EPS for the years ended December 31, 2018, 2017 and 2016, respectively, reconciled for each such period to diluted earnings per share, which is believed to be the most directly comparable measure under GAAP (in millions, except per share amounts): Diluted earnings (loss) per share . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reconciling items (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjusted EPS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ 1.15 (1.25) (0.10) $ $ 0.44 (0.81) (0.37) $ (0.03) (0.03) (0.06) (1) Additional information is provided in the Reconciling Items table below. Year Ended December 31, 2017 2016 2018 46 Reconciling Items Impairment charges (a). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Gain) loss on sale of business (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property insurance recoveries, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Severance and reorganization costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on extinguishment of debt (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect on income of derivative instruments not designated as hedging instruments . Effect of foreign exchange loss on indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Reconciling Items, pre-tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Pro forma income tax impact (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment to uncertain tax positions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Grantor trust activity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impact of New Jersey state tax law change . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impact of federal tax reform rate change (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Transition tax (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total reconciling Items, net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted per share impact . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average diluted shares outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ Year Ended December 31, 2017 2016 2018 86 (217) (18) 5 15 — 3 (1) (127) (19) — — (19) — — (165) $ (1.25) $ 132 2 6 (2) 1 84 — (2) 1 90 (4) — (9) — (204) 21 (106) $ (0.81) $ 131 20 (44) — 2 — 2 (1) — (21) 2 14 1 — — — (4) (0.03) 129 (a) For additional information, see Adjusted EBITDA above. (b) We calculate the federal and state tax impact of each item using the statutory federal tax rate and applicable blended state rate. BUSINESS OUTLOOK In 2019 and beyond, we expect that our financial results will be affected by several factors, including: market prices, contract transitions, new contracts, new project development and construction, acquisitions, and the organic growth of earnings and cash flow generated by our existing assets. In order to drive organic growth, we will be focused on growing our environmental services and profiled waste businesses, enhanced metals recovery and centralized processing, ash management, continuous improvement using Lean Six Sigma concepts, and managing facility production and operating costs. In 2019, the following specific factors are expected to impact our financial results as compared to 2018 (as measured by Adjusted EBITDA): Positive factors include: • • • A full year contribution from the acquisition of the Palm Beach operating contracts; The expected start up of the Manhattan marine transfer station; and Improving waste tip fee prices and increased volumes of profiled waste. Negative factors include: • • The impact of lower energy capacity payments; and Higher other operating expenses due to the receipt in 2018 of insurance proceeds (recorded as a contra-expense) relating to the 2017 fire in the front end receiving portion of the Fairfax County energy from waste facility. 47 LIQUIDITY AND CAPITAL RESOURCES Our principal sources of liquidity are our cash and cash equivalents, cash flow generated from our ongoing operations, and unutilized capacity under our Revolving Credit Facility, which we believe, will allow us to meet our liquidity needs. Our business is capital intensive and our ability to successfully implement our strategy is, in part, dependent on the continued availability of capital on desirable terms. For additional information regarding our credit facilities and other debt, see Item 8. Financial Statements And Supplementary Date - Note 16. Consolidated Debt. In 2019, we expect to generate net cash from operating activities which may not alone meet all of our cash requirements for both capital expenditures to maintain our existing assets, debt services and for ongoing dividends to shareholders, in which case we would utilize our Revolving Credit Facility on an interim basis. See Results of Operations - Business Outlook above for discussion of the factors impacting our 2019 business outlook. When and as necessary, we expect to utilize a combination of cash and cash equivalents on hand, cash expected to be generated from future operations and our Revolving Credit Facility to fund our portion of project equity investments required for the project development pipeline in the UK. We also intend to utilize expected cash flows from operations and borrowings under our Revolving Credit Facility to fund all other growth investments in our business, as necessary. We generally intend to refinance our debt instruments prior to maturity with like-kind financing in the bank and/or debt capital markets in order to maintain a capital structure comprised primarily of long-term debt, which we believe appropriately matches the long-term nature of our assets and contracts. The loan documentation governing the Credit Facilities contains various affirmative and negative covenants, as well as financial maintenance covenants (financial ratios), that limit our ability to engage in certain types of transactions. We were in compliance with all of the covenants under the Credit Facilities as of December 31, 2018. Further, we do not anticipate our existing debt covenants to restrict our ability to meet future liquidity needs. As of December 31, 2018, Covanta Energy had $1.3 billion in senior secured credit facilities consisting of a $900 million revolving credit facility (the “Revolving Credit Facility”) and a $400 million term loan (the “Term Loan”) both expiring August 2023 (collectively referred to as the "Credit Facilities"). As of December 31, 2018, our potential sources of near-term liquidity included (in millions): As of December 31, 2018 Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unutilized capacity under the Revolving Credit Facility. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash and unutilized capacity under the Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 58 449 507 In addition, as of December 31, 2018, we had restricted cash of $47 million, of which $16 million was designated for future payment of project debt principal. Restricted funds held in trust are primarily amounts received and held by third-party trustees relating to certain projects we own. We generally do not control these accounts and these funds may be used only for specified purposes. For additional information on restricted funds held in trust, see Item 8. Financial Statements And Supplementary Data — Note 1. Organization and Summary of Significant Accounting Policies - Restricted Funds Held in Trust. Our primary future cash requirements will be to fund capital expenditures to maintain our existing businesses, service our debt, invest in the growth of our business, and return capital to our shareholders. We believe that our liquidity position and ongoing cash flow from operations will be sufficient to finance these requirements. The following summarizes our key financing activities completed during the year ended December 31, 2018: • • In October 2018, we sold $400 million aggregate principal amount of Senior Notes due 2027. We used the net proceeds along with cash on hand and direct borrowings under our Revolving Credit Facility to fund the optional redemption of all of our Senior Notes due 2022 on November 5, 2018. For additional information see Item 8. Financial Statements And Supplementary Data — Note 16. Consolidated Debt- Tax-Exempt Bond Refinancing. In September 2018, we issued $335 million new tax exempt bonds to refinance outstanding tax exempt bonds of the same amounts and maturities related to our facilities in New York and Massachusetts. The new bonds are unsecured obligations of Covanta Holding Corporation and are not guaranteed by any of our subsidiaries, whereas the previous bonds were guaranteed by our subsidiary, Covanta Energy LLC. The transaction lowered the weighted average coupon on the bonds 48 by over 40 basis points, and as a result of the removal of upstream subsidiary guarantees, lowered the leverage ratio under our senior secured credit facilities, which will result in a corresponding reduction in the cost of borrowings under the revolving credit facility by a further 12.5 basis points. For additional information see Item 8. Financial Statements And Supplementary Data — Note 16. Consolidated Debt- Tax-Exempt Bond Refinancing. In August 2018, we amended and restated Covanta Energy's Credit Facilities. For additional information see Item 1. Financial Statements - Note 16. Consolidated Debt - Credit Facility Refinancing. In June 2018, we issued 5.00% tax-exempt corporate bonds totaling $30 million. Net proceeds from the offerings were used to finance certain capital expenditures at our Virginia facilities. For additional information see Item 1. Financial Statements - Note 16. Consolidated Debt - Virginia Tax-Exempt Bonds. In February 2018, we applied a portion of the net proceeds from the sale of 50% of our Dublin EfW facility to repay borrowings under the Revolving Credit Facility. For additional information see Item 1. Financial Statements - Note 3. New Business and Asset Management - Green Investment Group Limited (“GIG”) Joint Venture. • • • Share Repurchases and Dividends For additional information on share repurchases see Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Item 8. Financial Statements And Supplementary Data — Note 5. Equity and Earnings Per Share ("EPS"). Sources and Uses of Cash Flow Year Ended December 31, 2018 vs. Year Ended December 31, 2017 Net cash provided by operating activities for the year ended December 31, 2018 decreased $4 million from the prior year period. The net decrease was due to a net cash outflow related to changes in working capital, primarily accounts payable, offset by improved operating performance as discussed above in Management's Discussion and Analysis of Financial Condition and Results of Operations and dividends received from our equity method investments. Net cash used in investing activities for the year ended December 31, 2018 decreased $150 million from the prior year period. The net decrease in cash used was principally attributable to proceeds received from the sale of 50% of our Dublin EfW facility in 2018, as well as reduced purchases of property plant and equipment, primarily related to the construction of the Dublin EfW facility which was completed in the third quarter of 2017. Net cash used in financing activities for the year ended December 31, 2018 increased $229 million from the prior year period primarily due to the repayment of borrowings under our Revolving Credit Facility with the proceeds from the sale of 50% of our Dublin EfW facility as noted above, as well as decreased net borrowings related to the construction of the Dublin EfW facility. Year Ended December 31, 2017 vs. Year Ended December 31, 2016 Net cash provided by operating activities for the year ended December 31, 2017 decreased $22 million from the prior year period. The decrease was primarily due to the operating performance as discussed in Management Discussion and Analysis of Financial Condition and Results of Operations above. Net cash used in investing activities for the year ended December 31, 2017 increased $35 million from the prior year period. The net increase in cash used was principally attributable to reduced proceeds from asset sales of $105 million related to the sale of our China assets in 2016 and an increase in acquisition spending of $7 million, offset by reduced purchases of property, plant and equipment of $82 million, which reflects a lower rate of spend for construction of the Dublin EfW facility as it transitioned from construction to operations. Net cash provided by financing activities for the year ended December 31, 2017 decreased $112 million from the prior year period primarily due to higher net borrowings under our Revolving Credit Facility of $107 million. 49 Supplementary Financial Information — Free Cash Flow (Non-GAAP Discussion) To supplement our results prepared in accordance with GAAP, we use the measure of Free Cash Flow which is a non-GAAP measure as defined by the SEC. This non-GAAP financial measure is not intended as a substitute and should not be considered in isolation from measures of liquidity prepared in accordance with GAAP. In addition, our use of Free Cash Flow may be different from similarly identified non-GAAP measures used by other companies, limiting its usefulness for comparison purposes. The presentation of Free Cash Flow is intended to enhance the usefulness of our financial information by providing a measure which management internally uses to assess and evaluate the overall performance of its business and those of possible acquisition candidates, and highlight trends in the overall business. We use the non-GAAP financial measures of Free Cash Flow as criteria of liquidity and performance-based components of employee compensation. 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 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 return capital to our shareholders through dividends and/or stock repurchases. For additional discussion related to management’s use of non-GAAP measures, see Results of Operations — Supplementary Financial Information — Adjusted EBITDA (Non-GAAP Discussion) above. In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow for the years ended December 31, 2018, 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. The following is a reconciliation of Net cash provided by operating activities to Free Cash Flow (in millions): Year Ended December 31, 2018 2017 2016 Net cash provided by operating activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Add: Changes in restricted funds - operating (a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Maintenance capital expenditures (b) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Free Cash Flow . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 238 $ 242 $ 4 (142) 1 (111) 100 $ 132 $ 264 22 (110) 176 (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 (in millions): Maintenance capital expenditures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net maintenance capital expenditures paid but incurred in prior periods . . . . . . . . . $ Capital expenditures associated with construction of Dublin EfW facility . . . . . . . . Capital expenditures associated with organic growth initiatives . . . . . . . . . . . . . . . . Capital expenditures associated with the New York City contract . . . . . . . . . . . . . . . Total capital expenditures associated with growth investments . . . . . . . . . . . . . . Capital expenditures associated with property insurance events . . . . . . . . . . . . . . . . Total purchases of property, plant and equipment . . . . . . . . . . . . . . . . . . . . . . . . $ Year Ended December 31, 2017 2016 2018 (142) $ (1) (22) (24) (13) (59) (4) (206) $ (111) $ 5 (117) (37) — (154) (17) (277) $ (110) — (162) (79) (3) (244) (5) (359) (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 . . . . . . . . . . . . . . . . . . . . . UK business development projects. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment in equity affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Asset and business acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . Total growth investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (59) (5) (16) (50) (130) (154) (3) — (17) (174) (244) — — (9) (253) 50 Available Sources of Liquidity Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments having maturities of three months or less from the date of purchase. These short-term investments are stated at cost, which approximates fair value. Balances held by our international subsidiaries are not generally available for near-term liquidity in our domestic operations. As of December 31, 2018 2017 (in millions) Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ International . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Cash and Cash Equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 19 39 58 $ $ 11 35 46 Credit Facilities As of December 31, 2018, Covanta Energy’s senior secured credit facilities consist of a $900 million revolving credit facility (the “Revolving Credit Facility”) and a $395 million term loan (the “Term Loan”) both expiring 2023 (collectively referred to as the "Credit Facilities"). For a detailed description of the terms of the Credit Facilities, see Item 8. Financial Statements And Supplementary Data — Note 16. Consolidated Debt. Consolidated Debt The face value of our consolidated debt is as follows (in millions): Corporate Debt: Revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Term loan due 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Term loan due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-exempt bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equipment financing capital leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total corporate debt (including current portion) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Project Debt: Domestic project debt - service fee facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Domestic project debt - tip fee facilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Union County EfW facility capital lease. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total project debt (including current portion) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Debt Outstanding. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ As of December 31, 2018 2017 212 — 395 1,200 494 64 2,365 58 3 89 150 2,515 $ $ $ $ 445 191 — 1,200 464 69 2,369 68 9 94 171 2,540 For a detailed description of the terms of the debt instruments noted in the table above, see Item 8. Financial Statements And Supplementary Data — Note 16. Consolidated Debt. The loan documentation governing the Credit Facilities contains various affirmative and negative covenants, as well as financial maintenance covenants, that limit our ability to engage in certain types of transactions. 51 Contractual Obligations The following table summarizes our gross contractual obligations including project debt, leases and other obligations as of December 31, 2018. (In millions) RECORDED LIABILITIES: Project debt (1) . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt (1) . . . . . . . . . . . . . . . . . . . . . Equipment financing capital leases (1) . . . . . . Uncertainty in income tax obligations (2) . . . Interest payments . . . . . . . . . . . . . . . . . . . . . Purchase obligations (3) . . . . . . . . . . . . . . . . . Operating leases . . . . . . . . . . . . . . . . . . . . . . Retirement plan obligations (4) . . . . . . . . . . . Total 2019 $ 150 $ 2,301 64 41 1,385 22 78 2 Payments Due by Period 2022 and 2023 2020 and 2021 2024 and Beyond $ 19 10 5 6 145 22 11 — 16 20 12 3 282 — 17 — $ 18 $ 577 12 1 262 — 14 1 97 1,694 35 31 696 — 36 1 Total obligations . . . . . . . . . . . . . . . . . . . . . $ 4,043 $ 218 $ 350 $ 885 $ 2,590 (1) For a detailed description of the terms of the debt instruments , see Item 8. Financial Statements And Supplementary Data — Note 16. Consolidated Debt. (2) Accounting for uncertainty in income tax obligations is based upon the expected date of settlement taking into account all of our administrative rights including possible litigation. (3) Purchase obligations relate to capital commitments related to our New York City waste transport and disposal contract. See Item 8. Financial Statements And Supplementary Data — Note 17. Commitments and Contingencies for additional information. (4) Retirement plan obligations are based on actuarial estimates for our non-qualified pension plan obligations and post-retirement plan obligations only as of December 31, 2018. Other Commitments Other commitments as of December 31, 2018 were as follows (in millions): Letters of credit issued under the Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Surety bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other commitments — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 239 180 419 We have issued or are party to performance guarantees and related contractual obligations undertaken mainly pursuant to agreements to construct and/or operate certain energy-from-waste facilities. To date, we have not incurred material liabilities under our guarantees. For additional information on other commitments, see Item 8. Financial Statements And Supplementary Data — Note 17. Commitments and Contingencies - Other Matters. Other Factors Affecting Liquidity Our capital structure includes obligations with various maturity dates. Depending upon market conditions and general business requirements at the time we refinance these obligations, our choice of refinancing structure could materially increase or decrease our annual cash interest expense in future periods A substantial rise in the price of power may require us to post additional collateral, in the form of cash or letters of credit, to support hedging arrangements entered into under our energy risk management program. Such collateral posting requirements have been immaterial to date. We only enter into hedging transactions related to physical power generation, therefore we expect that any increase in obligations to hedge counterparties resulting from a rise in power prices would effectively be offset by corresponding increases in physical power sales, and as such we believe that any resulting collateral requirements would not have a material effect on our financial condition. 52 Insurance Coverage We periodically review our insurance programs to ensure that our coverage is appropriate for the risks associated with our business. We have obtained insurance for our employees, assets and operations that provide coverage for what we believe are probable maximum losses, subject to self-insured retentions, policy limits and premium costs which we believe to be appropriate. However, the insurance obtained does not cover us for all possible losses, and coverage available in the market may change over time. Off-Balance Sheet Arrangements We are party to various lease arrangements pursuant to which we lease rolling stock in connection with our operating activities, as well as lease certain office space and equipment. We generally use operating lease treatment for all of the foregoing arrangements. A summary of our operating lease obligations is contained in Item 8. Financial Statements And Supplementary Data — Note 9. Operating Leases. We have investments that are accounted for under the equity and cost methods and therefore we do not consolidate the financial information of those companies. Supplemental Information on Unconsolidated Non-Recourse Project Debt Below is a summary of our proportion of non-recourse project debt held by unconsolidated equity investments as of December 31, 2018 (in millions): Dublin EfW (Ireland) (1) . . . . . . . . . . . . . . . . . . . . Earls Gate (UK) (2) (3) . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 475 — 475 Total Project Debt Percentage Ownership 50% 25% Proportionate Unconsolidated Project Debt Project Stage $ $ 238 Operational — Under construction 238 (1) We have a 50% indirect ownership of Dublin EfW, through our 50/50 joint venture with GIG, Covanta Europe Assets Ltd. (2) We have a 25% indirect ownership of Earls Gate, through our 50/50 joint venture with GIG, Covanta Green Jersey Assets Ltd., which owns 50% of Earls Gate. (3) The total estimated project cost is £210 million ($267 million), £147 million ($187 million) is financed through non-recourse project-based debt, which was undrawn upon as of December 31, 2018. For additional information on our unconsolidated equity investments see Item 8. Financial Statements And Supplementary Data — Note 3. New Business and Asset Management and Note 13. Equity Method Investments. 53 DISCUSSION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES In preparing our consolidated financial statements in accordance with GAAP, we are required to use judgment in making estimates and assumptions that affect the amounts reported in our consolidated financial statements and related notes. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Many of our critical accounting policies are subject to significant judgments and uncertainties that could potentially result in materially different results under different conditions and assumptions. Future events rarely develop exactly as forecast, and the best estimates routinely require adjustment. Policy Revenue and Expense Recognition The Company recognizes revenue in accordance with the ASC 606, Revenue from Contracts with Customers. The core principle of ASC 606 is that an entity will recognize revenue at an amount that reflects the consideration to which the entity expects to be entitled in exchange for transferring goods or services to a customer. Revenue is recognized by applying the five steps described below: Step 1: Identify the contract(s) with a customer. Step 2: Identify the performance obligations in the contract. Step 3: Determine the transaction price. Step 4: Allocate the transaction price to the performance obligation in the contract. Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Covanta adopted the accounting standard on January 1, 2018. Purchase Accounting We allocate acquisition purchase prices to identified tangible and intangible assets acquired and liabilities assumed based on their estimated fair values at the dates of acquisition, with any residual amounts allocated to goodwill. The fair value estimates used reflect our best estimates for the highest and best use by market participants. Judgments and estimates Effect if actual results differ from assumptions There is a degree of uncertainty that exists in determining the variable component of consideration in a contract. A significant revenue reversal is not expected but amounts recognized for revenue are adjusted based on actual performance obligations delivered which will cause fluctuations in operating income recognized. Further estimates may change on long term construction contracts based on better information becoming available which can cause fluctuations in revenue and operating income. When a performance obligation is satisfied over time, the output or input method may be used to determine an appropriate method of progress. The Output method recognize revenue on the basis of direct measurements of the value to the customer of the goods or services transferred to date relative to the remaining goods or services promised under the contract. The input method utilizes the entities inputs towards the satisfaction of a performance obligation (for example, costs incurred). Both methods may include estimates within the transaction price, contracts with customers may contain different types of variable consideration that we estimate through probability based approaches. There are certain constraining factors relating to Variable consideration that may preclude us from booking revenue in order to prevent over estimating revenue. Determining whether a factor is constrained requires judgment. These estimates are subject to uncertainties and contingencies. For example, we use the discounted cash flow method to estimate the value of many of our assets, which entails developing projections of future cash flows. If the cash flows from the acquired net assets differ significantly from our estimates, the amounts recorded could be subject to impairments. Furthermore, to the extent we change our initial estimates of the remaining useful life of the assets or liabilities, future depreciation and amortization expense could be impacted. 54 Policy Judgments and estimates Effect if actual results differ from assumptions The determination and degree of our ability to control, or exert significant influence over, an entity involves the use of judgment. The consolidation guidance requires qualitative and quantitative analysis to determine whether our involvement, through holding interests directly or indirectly in an entity, would give us the ability to exercise significant influence over an entity but not control. Subsequent changes to the interests of the entity through equity ownership levels or otherwise may require a reassessment of our conclusions of whether we have the ability to exercise significant influence over the entity but not control. If upon a reassessment event we were determined to control the entities, consolidation would be required. Summarized financial information of equity method investments is included in Item 8. Financial Statements And Supplementary Data — Note 13. Equity Method Investments. Our judgments regarding the existence of impairment indicators are based on regulatory factors, market conditions, anticipated cash flows and operational performance of our assets. Future events or changes in circumstances may occur that require another assessment in future periods based on cash flows and discount rates in effect at that time. When determining the fair value of our asset groupings for impairment assessments, we make assumptions regarding their fair values which are dependent on estimates of future cash flows, discount rates, and other factors. Equity Method Investments We evaluate our equity investments to determine if we have the ability to exercise significant influence over the entity but not control, generally assumed to be 20%-50% ownership. Under the equity method, original investments are recorded at cost and adjusted by our share of earnings or losses of these companies. Distributions received from the investee reduce our carrying value of the investment and are recorded in the consolidated statements of cash flows using the cumulative earnings approach. Long-lived Assets Our long-lived assets include property, plant and equipment; waste, service and energy contracts; amortizable intangible assets; and other assets. We evaluate the recoverability of the long- lived assets when there are indicators of possible impairment. Such indicators may include a decline in market, new regulation, recurring or expected operating losses, change in business strategy, or other changes that would impact the use or benefit received from the assets. The assessment is performed by grouping the long-lived assets at the lowest level of identifiable cash flows for the related assets or group of assets (such as the facility level). Initially the carrying value of the asset or asset group is compared to its undiscounted expected future cash flows. If the carrying value is in excess of the undiscounted cash flows, the carrying value is then compared to the fair value. Fair value may be estimated based upon the discounted cash flows, market or replacement cost methods based on the assumptions of a third- party market participant. Impairment is recognized if the fair value is less than the carrying value. 55 Policy Judgments and estimates Effect if actual results differ from assumptions Goodwill As of December 31, 2018, we had $321 million of goodwill recorded in our one reportable segment, which is comprised of two reporting units (see Item 8. Financial Statements And Supplementary Data — Note 15. Intangible Assets and Goodwill). We evaluate our goodwill annually and when an event occurs or circumstances change that could reduce the fair value of a reporting unit below its carrying value. We have the option to perform our initial assessment over the possible impairment of goodwill either qualitatively or quantitatively. Under the qualitative assessment, consideration is given to both external factors (including macroeconomic and industry conditions) and our own internal factors (including internal costs, recent financial performance, management, business strategy, customers, and stock price). During the fourth quarter of 2018 we performed the required annual impairment review of our recorded goodwill through a quantitative assessment and determined that there was no indication of impairment as the fair value of our reporting units exceeded their carrying values. Insurance Reserves and Self- Insurance for Employee Benefit Plans We retain a substantial portion of the risk related to certain general liability, workers’ compensation and medical claims. However, we maintain stop- loss coverage to limit the exposure related to employee benefit plans and liability insurance over retained risks. Liabilities associated with these losses include estimates of both claims filed and losses incurred but not yet reported ("IBNR"). Our judgments regarding the existence of impairment indicators are based on regulatory factors, market conditions, anticipated cash flows and operational performance of our assets. When determining the fair value of our reporting unit for impairment assessments, we make assumptions regarding the fair value which is dependent on estimates of future cash flows, discount rates, and other factors. The impairment assessment of goodwill performed in the periods presented resulted in the conclusion that the fair value was not less than the carrying value. In future years, if there is a significant change in the estimated cash flows, discount rates or other factors that cause the fair values to significantly decrease, there could be impairments which could materially impact our results of operations. We use actuarial methods which consider a number of factors to estimate our ultimate cost of losses. Our insurance reserves and medical liability accrual was $16 million as of December 31, 2018 and 2017. Our liabilities could be significantly affected if future occurrences or loss developments differ from our estimates of both claims filed and losses incurred but not yet reported. 56 Policy Judgments and estimates Effect if actual results differ from assumptions Deferred Tax Assets As described in Item 8. Financial Statements And Supplementary Data — Note 11. Income Taxes, we have recorded a deferred tax asset related to our NOLs. The NOLs will expire in various amounts beginning on December 31, 2033 through December 31, 2037, if not used. Deferred tax assets are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We estimated a valuation allowance of approximately $73 million to offset our deferred tax assets related to NOLs and our tax credit carryforward balance. The amount was estimated based upon future taxable income arising from (a) the reversal of temporary differences during the period the NOLs are available and (b) future operating income expected, to the extent it is reasonably predictable. Judgment is involved in assessing whether a valuation allowance is required on our deferred tax assets. The Tax Cuts and Jobs Act (“the Act”) was enacted on December 22, 2017. The Act reduces the US federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 31, 2018, we have completed our accounting for the tax effects of enactment of the Act. We re-measured our US deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. As of December 31, 2017, the provisional amount recorded related to the re- measurement of our deferred tax balance was $204 million of tax benefit. This amount is materially correct and there was no adjustment required in the year ended December 31, 2018. As of December 31, 2017, the provisional amount recorded for the transition tax was $21 million of tax liability. During the year ended December 31, 2018 we recorded a $1 million additional tax expense related to the transition tax. RECENT ACCOUNTING PRONOUNCEMENTS See Item 8. Financial Statements And Supplementary Data — Note 2. Recent Accounting Pronouncements for a summary of new accounting pronouncements. Item 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK In the normal course of business, our subsidiaries are party to financial instruments that are subject to market risks arising from changes in commodity prices, interest rates, foreign currency exchange rates, and derivative instruments. Our use of derivative instruments is very limited and we do not enter into derivative instruments for trading purposes. The following analysis provides quantitative information regarding our exposure to financial instruments with market risks. We use a sensitivity model to evaluate the fair value or cash flows of financial instruments with exposure to market risk that assumes instantaneous, parallel shifts in exchange rates and interest rate yield curves. There are certain limitations inherent in the sensitivity analysis presented, primarily due to the assumption that exchange rates change in a parallel manner and that interest rates change instantaneously. In addition, the fair value estimates presented herein are based on pertinent information available to us as of December 31, 2018. Further information is included in Item 8. Financial Statements And Supplementary Data — Note 12. Financial Instruments and Note 14. Derivative Instruments. 57 Commodity Price Risk Waste Price Risk We have some protection against fluctuations in fuel (municipal waste) price risk because approximately 75% of our municipal waste is provided under multi-year contracts where we are paid for our fuel at fixed rates. At our tip fee energy-from-waste facilities, certain amounts of waste processing capacity are not subject to long-term contracts and, therefore, we are partially exposed to the risk of market fluctuations in the waste disposal fees we may charge for fuel. At service fee facilities, waste disposal fees generally increase annually due to annual contract price escalations intended to reflect changes in our costs. Declines in waste disposal fees at our energy-from-waste facilities are mitigated through internalizing waste disposal by utilizing our network of transfer stations located throughout the northeast United States and by increasing our profiled waste volumes, which we can sell at a higher price than municipal solid waste. We expect that multi-year contracts for waste supply at facilities we own or lease will continue to be available on acceptable terms in the marketplace, at least for a substantial portion of facility capacity, as municipalities continue to value long-term committed and sustainable waste disposal capacity. We also expect that an increasing portion of system capacity will be contracted on a shorter-term basis, and so we will have more frequent exposure to waste market risk. Energy Price Risk In contrast to our waste disposal agreements, as a result of structural and regulatory changes in the energy markets over time, we expect that multi-year contracts for energy sales will generally be less available than in the past, thereby increasing our exposure to energy market price volatility upon expiration. As our historic energy contracts have expired and our service fee contracts have transitioned to tip fee contracts, our exposure to market energy prices has increased. We expect this trend to continue. In order to mitigate our exposure to near-term (one to three years) revenue fluctuations in energy markets, we enter into hedging arrangements and we expect to do so in the future. Recycled Metals Price Risk We recover and sell ferrous and non-ferrous metals, with pricing linked to related commodity indices. Therefore, our metals revenue is completely exposed to market price fluctuations. A 10% change in the current market rates would impact recycled metals revenue by approximately $6 million and $4 million for ferrous and non-ferrous, respectively. We are currently unable to mitigate this exposure effectively either via long-term pricing contracts or with hedging instruments as there are limited options to enter into such arrangements for this segment of the market. Interest Rate Risk Borrowings under the Credit Facilities bear interest, at our option, at either a base rate or a Eurodollar rate plus an applicable margin determined by a pricing grid based on Covanta Energy’s leverage ratio. Base rate is defined as the higher of (i) the Federal Funds Effective Rate plus 0.50%, (ii) the rate the administrative agent announces from time to time as its per annum “prime rate” or (iii) the London Interbank Offered Rate (“LIBOR”), or a comparable or successor rate, plus 1.00%. For details as to the various election options under the Credit Facility, see Item 8. Financial Statements And Supplementary Data — Note 16. Consolidated Debt. As of December 31, 2018, the outstanding balance of the Term Loan and the Revolving Credit Facility was $394 million and $212 million, respectively. We have not entered into any interest rate hedging arrangements against these balances. A hypothetical increase of 1% in the underlying December 31, 2018 market interest rates would result in a potential reduction to twelve-month future pre-tax earnings and cash provided by operations of approximately $6 million, based on balances outstanding as of December 31, 2018. For details, see Item 8. Financial Statements And Supplementary Data — Note 16. Consolidated Debt. Foreign Currency Exchange Rate Risk We have operations and investments in various foreign markets, including Canada, Ireland, the UK and Italy. As and to the extent we grow our international business, we expect to invest in foreign currencies to pay either for the construction costs of facilities we develop, or for the cost to acquire existing businesses or assets. Currency volatility in those markets, as well as the effectiveness of any currency hedging strategies we may implement, may impact both the amount we are required to invest in new projects as well as our financial returns on these projects and our reported results. See Item 8. Financial Statements And Supplementary Data — Note 13. Equity Method Investments for further discussion. 58 Item 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Operations for the Years Ended December 31, 2018, 2017, and 2016 . . . . . . . . . . . Consolidated Statements of Comprehensive Income (Loss) for the Years Ended December 31, 2018, 2017, and 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Balance Sheets as of December 31, 2018 and 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Consolidated Statements of Cash Flow for the Years Ended December 31, 2018, 2017, and 2016. . . . . . . . . . . . Consolidated Statements of Equity for the Years Ended December 31, 2018, 2017 and 2016 . . . . . . . . . . . . . . . Notes to Consolidated Financial Statements. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 1. Organization and Summary of Significant Accounting Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 2. Recent Accounting Pronouncements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 3. New Business and Asset Management . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 4. Dispositions and Assets Held for Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 5. Equity and Earnings Per Share ("EPS"). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 6. Business Segment and Geographic Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 7. Revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 8. Stock-Based Award Plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 9. Operating Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 10. Supplementary Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 11. Income Taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 12. Financial Instruments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 13. Equity Method Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 14. Derivative Instruments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 15. Intangible Assets and Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 16. Consolidated Debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 17. Commitments and Contingencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Note 18. Quarterly Data (Unaudited) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Financial Statement Schedule: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Schedule II Valuation and Qualifying Accounts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Page 60 61 62 63 64 66 67 67 76 77 78 79 80 80 82 84 84 86 90 92 92 93 95 103 105 105 105 59 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Covanta Holding Corporation Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Covanta Holding Corporation and subsidiaries (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedule listed in the Index at Item 15a (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of the Company at December 31, 2018 and 2017, and the consolidated results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on the criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 19, 2019 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2002. Iselin, New Jersey February 19, 2019 60 COVANTA HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS For the Year Ended December 31, 2018 2017 2016 (In millions, except per share amounts) OPERATING REVENUE: Waste and service revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,327 $ 1,231 $ Energy revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Recycled metals revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OPERATING EXPENSE: Plant operating expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other operating expense, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . General and administrative expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total operating expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OTHER INCOME (EXPENSE) Interest expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain (loss) on sale of business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other (expense) income, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other income (expense) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income (loss) before income tax benefit (expense) and equity in net income from unconsolidated investments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income tax benefit (expense) (Note 11) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in net income from unconsolidated investments . . . . . . . . . . . . . . . . . . . . . . . 343 95 103 1,868 1,321 65 115 218 86 1,805 63 (145) 217 (15) (3) 54 117 29 6 NET INCOME (LOSS). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 152 $ 334 82 105 1,752 1,271 51 112 215 2 1,651 101 (147) (6) (84) 1 (236) (135) 191 1 57 $ Weighted Average Common Shares Outstanding: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130 132 130 131 Earnings (Loss) Per Share: Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash Dividend Declared Per Share: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ 1.17 1.15 1.00 $ $ $ 0.44 0.44 1.00 $ $ $ The accompanying notes are an integral part of the consolidated financial statements. 1,187 370 61 81 1,699 1,177 86 100 207 20 1,590 109 (138) 44 — (1) (95) 14 (22) 4 (4) 129 129 (0.03) (0.03) 1.00 61 COVANTA HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) For the Year Ended December 31, 2018 2017 2016 (In millions) Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 152 $ 57 $ Foreign currency translation, net of tax expense of $0, $0 and $0, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net unrealized gain (loss) on derivative instruments, net of tax benefit of $2, $0 and $8, respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other comprehensive income (loss). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 21 22 17 (10) 7 $ 174 $ 64 $ (4) (7) (21) (28) (32) The accompanying notes are an integral part of the consolidated financial statements. 62 COVANTA HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS Current: ASSETS Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Restricted funds held in trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Receivables (less allowances of $8 and $14, respectively). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid expenses and other current assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Current Assets. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted funds held in trust. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ LIABILITIES AND EQUITY Current: Current portion of long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Current portion of project debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Current Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Project debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Commitments and Contingencies (Note 17) 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) . . . . . . . . . . . . Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accumulated deficit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Treasury stock, at par . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Equity. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total Liabilities and Equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ As of December 31, 2018 2017 (In millions, except per share amounts) 58 39 338 62 2 499 2,514 8 279 321 222 3,843 15 19 76 333 — 443 2,327 133 378 75 3,356 — 14 841 (33) (334) (1) 487 3,843 $ $ $ $ 46 43 341 73 653 1,156 2,606 28 287 313 51 4,441 10 23 151 313 540 1,037 2,339 151 412 75 4,014 — 14 822 (55) (353) (1) 427 4,441 The accompanying notes are an integral part of the consolidated financial statements. 63 COVANTA HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW OPERATING ACTIVITIES: For the Year Ended December 31, 2018 2017 (In millions) 2016 Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 152 $ 57 $ Adjustments to reconcile net income (loss) to net cash provided by operating activities: (4) 207 6 (44) 20 — 2 16 (4) 21 2 (1) (19) 17 43 2 264 (359) (9) 109 3 — — 2 215 7 6 2 84 9 18 (1) (193) 2 (13) (27) 5 66 5 242 (277) (16) 4 8 — — (8) (289) (254) Depreciation and amortization expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Amortization of long-term debt deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . (Gain) loss on sale of business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Loss on extinguishment of debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Provision for doubtful accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Stock-based compensation expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equity in net income from unconsolidated investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends from unconsolidated investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in working capital, net of effects of acquisitions: Receivables. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounts payable and accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Changes in noncurrent assets and liabilities, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INVESTING ACTIVITIES: Purchase of property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Acquisition of businesses, net of cash acquired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from asset sales . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property insurance proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment of indemnification claim from sale of asset. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Investment in equity affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash used in investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 218 5 (217) 86 15 2 24 (6) (31) 13 (10) 7 (3) (16) (1) 238 (206) (50) 128 18 (7) (16) (6) (139) 64 COVANTA HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOW – (Continued) For the Year Ended December 31, 2018 2017 (In millions) 2016 FINANCING ACTIVITIES: Proceeds from borrowings on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from borrowings on revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from insurance premium financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments of equipment financing capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Proceeds from borrowings on Dublin project financing. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment related to Dublin interest rate swap . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments on the Dublin Convertible Preferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments on long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments on revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments on project debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payments of deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment of Dublin financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash dividends paid to stockholders' . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Common stock repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment of insurance premium financing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net cash (used in) provided by financing activities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . Net decrease in cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash, cash equivalents and restricted cash at beginning of period . . . . . . . . . . . . . . . . . . . . . . . Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: cash, cash equivalents and restricted cash of assets held for sale at end of period . . . . . . Cash, cash equivalents and restricted cash at end of period . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reconciliation of cash, cash equivalents and restricted cash: Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted funds held in trust- short term. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Restricted funds held in trust- long term . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total cash, cash equivalents and restricted cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Cash Paid for Interest and Income Taxes: Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1,165 740 25 (5) — — — (939) (973) (23) (16) — (134) — (24) (5) (189) 1 (89) 194 105 — 400 952 24 (5) 643 (17) (132) (415) (850) (382) (21) (19) (131) — (4) (3) 40 7 — 194 194 77 $ $ $ $ $ 105 $ 117 $ $ 58 39 8 $ 46 43 28 105 $ 117 $ 136 2 $ $ 149 $ — $ — 744 — (4) 159 — — (4) (749) (51) (6) — (131) (20) — (10) (72) — (62) 256 194 — 194 84 56 54 194 150 6 The accompanying notes are an integral part of the consolidated financial statements. 65 COVANTA HOLDING CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF EQUITY Covanta Holding Corporation Stockholders’ Equity Common Stock Shares Amount Additional Paid-In Capital Accumulated Other Comprehensive Loss Accumulated Earnings (Deficit) (In millions) Treasury Stock Shares Amount Noncontrolling Interests in Subsidiaries Total Balance as of December 31, 2015 . . . . 136 $ Stock-based compensation expense. . . . Dividend declared . . . . . . . . . . . . . . . . . Common stock repurchased. . . . . . . . . . Shares repurchased for tax withholdings for vested stock awards . . . . . . . . . . . . . . . . . . . . . . . . Exchange of China equity investments . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive loss, net of income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . Balance as of December 31, 2016 . . . . Cumulative effect change in accounting for share based payments . . . . . . . . . Stock-based compensation expense. . . . Dividend declared . . . . . . . . . . . . . . . . . Shares repurchased for tax withholdings for vested stock awards . . . . . . . . . . . . . . . . . . . . . . . . Shares issued in non-vested stock award . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive income, net of income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — — — 136 $ — — — — — — — Balance as of December 31, 2017 136 $ Cumulative effect change in accounting for revenue recognition (Note 1) . . . . Stock-based compensation expense. . . . Dividend declared . . . . . . . . . . . . . . . . . Shares repurchased for tax withholdings for vested stock awards . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . Comprehensive income, net of income taxes. . . . . . . . . . . . . . . . . . . . . . . . . . — — — — — — Balance as of December 31, 2018 . . . . 136 $ 14 — — — — — — — 14 — — — — — — — 14 — — — — — — 14 $ 801 $ (34) $ 16 — (6) (4) — — — $ 807 $ 1 18 — (4) — — — — — — — — — (28) (62) $ — — — — — — 7 (143) — (132) (11) — — 1 (4) (289) 10 — (132) — — 1 57 $ 822 $ (55) $ (353) — 24 — (6) 1 — — — — — — 22 $ 841 $ (33) $ 1 — (133) — (1) 152 (334) 5 — — 1 — — — — 6 — — — — (1) — — 5 — — — — $ — $ — — (1) — — — — $ 2 — — — — (2) — — $ (1) $ — $ — — — — — — — — — — — — — — $ (1) $ — $ — — — — — — — — — — — — 5 $ (1) $ — $ 640 16 (132) (18) (4) (2) 1 (32) 469 11 18 (132) (4) — 1 64 427 1 24 (133) (6) — 174 487 The accompanying notes are an integral part of the consolidated financial statements. 66 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS NOTE 1. ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The terms “we,” “our,” “ours,” “us” and “Company” refer to Covanta Holding Corporation and its subsidiaries; the term “Covanta Energy” refers to our subsidiary Covanta Energy, LLC and its subsidiaries. Organization Covanta is one of the world’s largest owners and operators of infrastructure for the conversion of waste to energy (known as “energy-from-waste” or “EfW”), and also owns and operates related waste transport and disposal and other renewable energy production businesses. EfW serves two key markets as both a sustainable waste management solution that is environmentally superior to landfilling and as a source of clean energy that reduces overall greenhouse gas emissions and is considered renewable under the laws of many states and under federal law. Our facilities are critical infrastructure assets that allow our customers, which are principally municipal entities, to provide an essential public service. Our EfW facilities earn revenue from both the disposal of waste and the generation of electricity and/or steam, generally under contracts, as well as from the sale of metal recovered during the EfW process. We process approximately 22 million tons of solid waste annually. We operate and/or have ownership positions in 44 EfW facilities, which are primarily located in North America. In total, these assets produce approximately 10 million megawatt hours (“MWh”) of baseload electricity annually. We also operate a waste management infrastructure that is complementary to our core EfW business. We have one reportable segment which is comprised of our entire operating business. For additional information on our reportable segment, see Note 6. Business Segment and Geographic Information. Summary of Significant Accounting Policies The financial statements and accompanying notes are prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The following is a description of our significant accounting policies. Principles of Consolidation The consolidated financial statements reflect the results of our operations, cash flows and financial position of our majority-owned or controlled subsidiaries. All intercompany accounts and transactions have been eliminated. Equity and Cost Method Investments Investments in unconsolidated entities over which we have significant influence are accounted for under the equity method of accounting. Under the equity method of accounting, the investment is initially recorded at cost, then our proportional share of the underlying net income or loss is recorded as Equity in net income from unconsolidated investments in our statement of operations with a corresponding increase or decrease to the carrying value of the investment. Distributions received from the investee reduce our carrying value of the investment and are recorded in the consolidated statements of cash flows using the cumulative earnings approach. These investments are evaluated for impairment if events or circumstances arise that indicate that the carrying amount of such assets may not be recoverable. There were no indicators of impairment related to our equity method investments for the years ended December 31, 2018 and 2017. Investments in entities over which we neither have significant influence nor control are accounted for using the cost method. Under the cost method, we record the investment at cost and recognize income for any dividends declared from distribution of the investments earnings. We review the cost method investments for impairment whenever events or changes in circumstances indicate that the carrying value may no longer be recoverable. We impair our cost method investments when we determine that there has been an “other-than temporary” decline in the investments' fair value compared to its carrying value. The fair value of the investment would then become the new cost basis of the investment. There were no indicators of impairment related to our cost method investments for the years ended December 31, 2018 and 2017. Revenue Recognition Our EfW projects generate revenue from three primary sources: 1) fees charged for operating facilities or for receiving waste for disposal (waste and service revenue); 2) the sale of electricity and/or steam (energy revenue); and 3) the sale of ferrous and non-ferrous metals that are recovered from the waste stream as part of the EfW process (recycled metals revenue). We may also 67 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) generate other operating revenue from the construction, expansion or upgrade of a facility, when a public-sector client owns the facility. Our customers for waste services or facility operations are principally public-sector entities, though we also market disposal capacity at certain facilities to commercial customers. We also operate and/or have ownership positions in environmental services businesses, transfer stations and landfills (primarily for ash disposal) that are ancillary and complementary to our EfW projects and generate additional revenue from disposal or service fees. Revenue is allocated to the performance obligations in a contract on a relative standalone selling price basis. To the extent that we sell the good or service related to the performance obligation separately in the same market, the standalone selling price is the observable price that we sell the good or service separately in similar circumstances and to similar customers. The fees charged for our services are generally defined in our service agreements and vary based on contract-specific terms. Waste and Service Revenue Service Fee Service fee revenue is generated from the operations and maintenance services that we provide to owned and operated EfW facilities. We provide multiple waste disposal services aimed at operating and maintaining the facilities. Service fee revenue is generally based on an expected annual operating fee in relation to annual guaranteed waste processing and excess tonnage fees. The fees charged represent one performance obligation to operate and maintain each facility. Variable consideration primarily consists of fees earned for processing excess tonnage above a minimum specified in the contract. We act as the agent in contracts for the sale of energy and metals in service fee facilities that we operate and accordingly record revenues net for those contracts. Tip Fee Tip fees are generated from the sale of waste disposal services at EfW facilities that we own. We earn a per ton “tipping fee”, generally under long term contractual obligations with our host community and contractual obligations with municipal and commercial waste customers. The tipping fee is generally subject to an annual escalation. The performance obligation in these agreements is to provide waste disposal services for tons of acceptable waste. Revenue is recognized when the waste is delivered to the facility. Energy Sales Typical energy sales consist of: (a) electricity generation, (b) capacity and (c) steam. We primarily sell electricity either to utilities at contracted rates or at prevailing market rates in regional markets and in some cases, sell steam directly to industrial users. We sell a portion of electricity and other energy product outputs pursuant to contracts. As these contracts expire, we intend to sell an increasing portion of the energy output in competitive energy markets or pursuant to short-term contracts. Recycled Metals Revenue Recycled metals revenue represents the sale of recovered ferrous and non-ferrous metals to processors and end-users. The majority of our metals contracts are based on both an unspecified variable unit (i.e. tonnage) and variable forward market price index, while some contracts contain a fixed unit or fixed rate to form the basis of our overall transaction price. We recognize recycled metal revenue when control transfers to the customer. Other Operating Revenue (Construction) We generate additional revenue from the construction, expansion or upgrade of a facility, when a municipal client owns the facility and we provide the construction services. We generally use the cost incurred measure of progress for our construction contracts because it best depicts the transfer of control to the customer. Under the cost incurred measure of progress, the extent of progress towards completion is measured based on the ratio of costs incurred to date to the total estimated costs at completion of the performance obligation. 68 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Plant Operating Expense Plant operating expense includes facility employee costs, expense for materials and parts for facility scheduled and unscheduled maintenance and repair expense, which includes costs related to our internal maintenance team and non-facility employee costs. Plant operating expense also includes hauling and disposal expenses, fuel costs, chemicals and reagents, operating lease expense, and other facility operating related expense. Pass Through Costs Pass through costs are costs for which we receive a direct contractually committed reimbursement from the public sector client that sponsors an EfW project. These costs generally include utility charges, insurance premiums, ash residue transportation and disposal, and certain chemical costs. These costs are recorded net of public sector client reimbursements as a reduction to Plant operating expense in our consolidated statement of operations. Pass through costs were as follows (in millions): Pass through costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 57 $ 59 $ 41 Year Ended December 31, 2018 2017 2016 Income Taxes Deferred income taxes are based on the difference between the financial reporting and tax basis of assets and liabilities. The deferred income tax provision represents the change during the reporting period in the deferred tax assets and deferred tax liabilities, net of the effect of acquisitions and dispositions. Deferred tax assets include tax losses and credit carryforwards and are reduced by a valuation allowance if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. We file a consolidated federal income tax return for each of the periods covered by the consolidated financial statements, which include all eligible United States subsidiary companies. Foreign subsidiaries are taxed according to regulations existing in the countries in which they do business. Our federal consolidated income tax return also includes the taxable results of certain grantor trusts, which are excluded from our consolidated financial statements; however, certain related tax attributes are recorded in our consolidated financial statements since they are part of our federal tax return. Stock-Based Compensation Stock-based compensation awards to employees are accounted for as compensation expense based on their grant date fair values. For additional information, see Note 8. Stock-Based Award Plans. Cash and Cash Equivalents Cash and cash equivalents include all cash balances and highly liquid investments having maturities of three months or less from the date of purchase. These short-term investments are stated at cost, which approximates fair value. Balances held by our international subsidiaries are not generally available for near-term liquidity in our domestic operations. Restricted Funds Held in Trust Restricted funds held in trust are primarily amounts received and held by third party trustees relating to certain projects we own. We generally do not control these accounts and these funds may be used only for specified purposes. These funds include debt service reserves for payment of principal and interest on project debt. Revenue funds are comprised of deposits of revenue received with respect to projects prior to their disbursement. Other funds include escrowed debt proceeds, amounts held in trust for operations, maintenance, environmental obligations, operating lease reserves in accordance with agreements with our clients, and amounts held for future scheduled distributions. Such funds are invested principally in money market funds, bank deposits and certificates of deposit, United States treasury bills and notes, United States government agency securities, and high-quality municipal bonds. 69 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Restricted fund balances are as follows (in millions): As of December 31, 2018 2017 Current Noncurrent Current Noncurrent Debt service funds - principal . . . . . . . . . . . . . . . . . . . . . . Debt service funds - interest. . . . . . . . . . . . . . . . . . . . . . . . Total debt service funds . . . . . . . . . . . . . . . . . . . . . . . . . . Revenue funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 16 — 16 4 19 39 $ $ — $ — — — 8 8 $ 10 — 10 4 29 43 $ $ 8 — 8 — 20 28 Receivables and Allowance for Doubtful Accounts Receivables consist of amounts due to us from normal business activities. Allowances for doubtful accounts are the estimated losses from the inability of customers to make required payments. We use historical experience, as well as current market information, in determining the estimate. Property, Plant and Equipment, net Property, plant, and equipment acquired in business acquisitions is recorded at our estimate of fair value on the date of the acquisition. Additions, improvements and major expenditures are capitalized if they increase the original capacity or extend the remaining useful life of the original asset more than one year. Maintenance repairs and minor expenditures are expensed in the period incurred. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which generally range from three years for computer equipment to 50 years for certain infrastructure components of energy-from-waste facilities. Property, plant and equipment at our service fee operated facilities are not recognized on our balance sheet and any additions, improvements and major expenditures for which we are responsible at our service fee operated facilities are expensed in the period incurred. Our leasehold improvements are depreciated over the life of the lease term or the asset life, whichever is shorter. Upon retirement or disposal of assets, the cost and related accumulated depreciation are removed from the consolidated balance sheets and any gain or loss is reflected in the consolidated statements of operations. Property, plant and equipment, net consisted of the following (in millions): Land. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Facilities and equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Landfills (primarily for ash disposal) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: accumulated depreciation and amortization. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant, and equipment — net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ As of December 31, 2018 2017 26 $ 4,367 75 71 4,539 (2,025) 2,514 $ 25 4,312 67 54 4,458 (1,852) 2,606 Depreciation and amortization expense related to property, plant and equipment was $199 million, $197 million, and $185 million, for the years ended December 31, 2018, 2017 and 2016, respectively. Non-cash investing activities related to capital expenditures totaled $37 million, $18 million and $41 million as of December 31, 2018, 2017 and 2016, respectively, and were recorded in Accrued expenses and other current liabilities on our consolidated balance sheet. Property, plant and equipment is evaluated for impairment whenever events or changes in circumstances indicate their carrying value may not be recoverable over their estimated useful life. In reviewing for recoverability, we compare the carrying amount of the relevant assets to their estimated undiscounted future cash flows. When the estimated undiscounted future cash flows are less than the assets carrying amount, the carrying amount is compared to the assets fair value. If the assets fair value is less than the carrying amount an impairment charge is recognized to reduce the assets carrying amount to its fair value. As of December 31, 70 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) 2018, we recognized an impairment on our property, plant and equipment of $63 million. For additional information, see Note 10. Supplementary Information - Impairment Charges. Asset Retirement Obligation We recognize a liability for asset retirement obligations when it is incurred, which is generally upon acquisition, construction, or development. Our liabilities include closure and post-closure costs for landfill cells and site restoration for certain energy-from- waste and power producing sites. We principally determine the liability using internal estimates of the costs using current information, assumptions, and interest rates, but also use independent appraisals as appropriate to estimate costs. When a new liability for asset retirement obligation is recorded, we capitalize the cost of the liability by increasing the carrying amount of the related long-lived asset. The liability is accreted to its present value each period and the capitalized cost is depreciated over the useful life of the related asset. We recognize period-to-period changes in the liability resulting from revisions to the timing or the amount of the original estimate of the undiscounted cash flows. Current and noncurrent asset retirement obligations are included in Accrued expenses and other current liabilities and Other liabilities, respectively, on our consolidated balance sheet. Our asset retirement obligation is presented as follows (in millions): Beginning of period asset retirement obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accretion expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net change (1). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . End of period asset retirement obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: current portion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncurrent asset retirement obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 (1) 26 (2) 24 (1) Comprised primarily of expenditures and settlements of the asset retirement obligation liability, net revisions based on current estimates of — 29 (5) 24 $ $ 3 As of December 31, 2018 2017 $ 26 $ 25 the liability and revised expected cash flows and life of the liability. Intangible Assets and Liabilities Our waste, service and energy contracts are intangible assets related to long-term operating contracts at acquired facilities. These intangible assets and liabilities, as well as lease interest and other finite intangible assets, are recorded at their estimated fair market values upon acquisition based primarily upon discounted cash flows in accordance with accounting standards related to business combinations. Intangible assets with finite lives are evaluated for impairment whenever events or changes in circumstances indicate their carrying value may not be recoverable over their estimated useful life. In reviewing for recoverability, we compare the carrying amount of the relevant assets to their estimated undiscounted future cash flows. When the estimated undiscounted future cash flows are less than the assets carrying amount, the carrying amount is compared to the assets fair value. If the assets fair value is less than the carrying amount an impairment charge is recognized to reduce the assets carrying amount to its fair value. As of December 31, 2018, we recognized an impairment on our intangible assets of $22 million. For additional information, see Note 10. Supplementary Information - Impairment Charges and Note 15. Intangible Assets and Goodwill. Goodwill Goodwill is the excess of our purchase price over the fair value of the net assets of acquired businesses. We do not amortize goodwill, but we assess our goodwill for impairment at least annually. The evaluation of goodwill requires the use of estimates of future cash flows to determine the estimated fair value of the reporting unit. All goodwill is related to our one reportable segment, which is comprised of two reporting units. A reporting unit is defined as an operating segment or a component of an operating segment to the extent discrete financial information is available that is reviewed by segment management which has been determined to be one level below our chief operating decision maker. For additional information see, Note 6. Business Segment and Geographic Information. If the carrying value of the reporting unit exceeds the fair value, an impairment charge is recognized to reduce the carrying value to the fair value. On October 1, 2018 we adopted ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment, as discussed below under Accounting Pronouncements Recently Adopted. 71 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) We performed the required annual impairment review of our recorded goodwill for each reporting unit as of October 1, 2018 and determined that the fair value of our reporting units was not less than their relative carrying values. For additional information, see Note 15. Intangible Assets and Goodwill. Business Combinations We recognize the assets acquired and liabilities assumed in a business combination at fair value including any noncontrolling interest of the acquired entity; recognize any goodwill acquired; establish the acquisition-date fair value based on the highest and best use by market participants for the asset as the measurement objective; and disclose information needed to evaluate and understand the nature and financial effect of the business combination. We expense transaction costs directly associated to the acquisition as incurred; capitalize in-process research and development costs, if any; and record a liability for contingent consideration at the measurement date with subsequent remeasurement recognized in the results of operations. Any costs for business restructuring and exit activities related to the acquired company are included in the post-combination results of operations. Tax adjustments related to previously recorded business combinations, if any, are recognized in the results of operations. Accumulated Other Comprehensive Income ("AOCI") The changes in accumulated other comprehensive (loss) income are as follows (in millions): Pension and Other Postretirement Plan Unrecognized Net Gain Foreign Currency Translation Net Unrealized Loss on Derivatives Total Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . $ Other comprehensive income (loss) before reclassifications . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . $ Other comprehensive loss before reclassifications . . . . . . . Amounts reclassified from accumulated other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net current period comprehensive income . . . . . . . . . . . . . Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . $ (41) $ 17 (24) $ (1) 2 1 (23) $ 2 $ (23) $ — 2 — — — 2 $ $ (10) (33) $ (6) 27 21 (12) $ (62) 7 (55) (7) 29 22 (33) Accumulated Other Comprehensive Income Component Year Ended December 31, 2018 Affected Line Item in the Consolidated Statement of Operations Amount Reclassified from Accumulated Other Comprehensive Income Foreign currency translation . . . . . . . . . . . . . . . . . . Interest rate swap . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total reclassifications. . . . . . . . . . . . . . . . . . . . . . . . (1) For additional information see, Note 3. New Business and Asset Management. $ Derivative Instruments 2 Gain (loss) on sale of assets (1) 27 Gain (loss) on sale of assets (1) 29 Total before tax — Tax benefit 29 Net of tax We recognize derivative instruments on the balance sheet at their fair value. We have entered into swap agreements with various financial institutions to hedge our exposure to energy price risk and interest rate risk. Changes in the fair value of the energy derivatives and the interest rate swap are recognized as a component of AOCI. For additional information, see Note 14. Derivative Instruments. Foreign Currency Translation For foreign operations, assets and liabilities are translated at year-end exchange rates and revenue and expense are translated at 72 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) the average exchange rates during the year. Unrealized gains and losses resulting from foreign currency translation are included in the consolidated statements of equity as a component of AOCI. Currency transaction gains and losses are recorded in other operating expense in the consolidated statements of operations. Defined Contribution Plans Substantially all of our employees in the United States are eligible to participate in the defined contribution plans we sponsor. The defined contribution plans allow employees to contribute a portion of their compensation on a pre-tax basis in accordance with specified guidelines. We match a percentage of employee contributions up to certain limits. We also provide a company contribution to the defined contribution plans for eligible employees. Our costs related to defined contribution plans were $18 million, $18 million and $17 million for the years ended December 31, 2018, 2017 and 2016, respectively. Share Repurchases Under our share repurchase program, common stock repurchases may be made, from time to time, in the open market, in privately negotiated transactions, or by other available methods, at management’s discretion and in accordance with applicable federal securities laws. The timing and amounts of any repurchases will depend on many factors, including our capital structure, the market price of our common stock and overall market conditions, and whether any restrictions then exist under our policies relating to trading in compliance with securities laws. Purchase price over par value for share repurchases are allocated to additional paid-in capital up to the weighted average amount per share recorded at the time of initial issuance of our common stock, with any excess recorded as a reduction to retained earnings. For additional information, see Note 5. Equity and Earnings Per Share ("EPS"). Use of Estimates The preparation of financial statements requires us to make estimates and assumptions that affect the reported amounts of assets or liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates include: useful lives of long-lived assets, asset retirement obligations, construction expense estimates, unbilled service receivables, fair value of financial instruments, fair value of the reporting units for goodwill impairment analysis, fair value of long-lived assets for impairment analysis, renewable energy credits, stock-based compensation, purchase accounting allocations, cash flows and taxable income from future operations, valuation allowance for deferred taxes, liabilities related to uncertain tax positions, allowances for uncollectible receivables, and liabilities related to employee medical benefit obligations, workers’ compensation, severance and certain litigation. Reclassifications As discussed below under Accounting Pronouncements Recently Adopted, certain amounts have been reclassified in our prior period consolidated statements of cash flows to conform to current year presentation. Certain other amounts have been reclassified in our prior period consolidated balance sheet to conform to current year presentation. As a result, $251 million of intangible assets related to waste service and energy contracts, net, previously shown separately, are now classified within Intangible assets, net on our consolidated balance sheet as of December 31, 2017. Accounting Pronouncements Recently Adopted In August 2018, the Securities and Exchange Commission ("SEC") adopted the final rule under SEC Release No. 33-10532, Disclosure Update and Simplification, amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of stockholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of stockholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of comprehensive income is required to be filed. The final rule is effective on November 5, 2018, as such, the Company plans to use the new presentation of a condensed consolidated statement of stockholders' equity within its interim financial statements beginning in its Form 10-Q for the quarter ending March 31, 2019. Other than the new presentation, we do not anticipate any material impact to our consolidated financial statements and related disclosures upon adoption. In March 2017, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2017-07, Presentation of Net Periodic Pension and Postretirement Benefit Cost, to improve the presentation of net periodic pension cost and net periodic postretirement benefit cost. The amendments require that the service cost component of the net periodic benefit 73 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) cost be presented in the same operating income line items as other compensation costs arising from services rendered by employees during the period. The non-service costs (e.g., interest cost, expected return on plan assets, amortization of actuarial gains/losses, settlements) should be presented in the income statement outside of operating income. The amendments also allow only the service cost component to be eligible for capitalization when applicable. We adopted this guidance on January 1, 2018. The amendments have been applied retrospectively for the income statement presentation requirements and prospectively for the limit on costs eligible for capitalization. The line item classification changes required by the new guidance did not have a material impact on our consolidated statement of operations. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. This new standard eliminates Step 2 from the goodwill impairment test. Instead, an entity should compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value, not to exceed the total amount of goodwill allocated to the reporting unit. We adopted this guidance on October 1, 2018. We performed our goodwill impairment test in the fourth quarter of 2018 in accordance with ASU 2017-04 and determined that the fair value of the goodwill exceeded its carrying value. The adoption of ASU 2017-04 had no impact on the result of our impairment test. In November 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) — Restricted Cash, which requires that a statement of cash flows explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash and restricted cash equivalents. With this standard, amounts generally described as restricted cash or restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning of period and end of period total amounts shown on the statement of cash flows. We adopted this guidance on January 1, 2018, and the guidance has been retrospectively applied to all periods presented. The total of cash, cash equivalents and restricted cash is described in a supplemental table to the consolidated statements of cash flows. The changes to the beginning of period balance presented in our consolidated statement of cash flows are as follows (in millions): December 31, 2017 December 31, 2016 As adjusted As previously reported As adjusted As previously reported Cash and cash equivalents . . . . . . . . . . . . . . . . . Restricted funds classified as held for sale. . . . . Restricted funds held in trust- short term . . . . . . Restricted funds held in trust- long term . . . . . . Beginning of period balance presented in the statement of cash flows . . . . . . . . . . . . . . . . . . . $ $ $ 46 77 43 28 $ 46 — — — $ 84 — 56 54 194 $ 46 $ 194 $ 84 — — — 84 The following table illustrates the effect of adoption of ASU 2016-18 on our consolidated statements of cash flows (in millions): Year Ended December 31, 2017 Year Ended December 31, 2016 As adjusted As previously reported As adjusted As previously reported Cash provided by operating activities . . . . . . . . Cash used in investing activities . . . . . . . . . . . . Cash provided by financing activities . . . . . . . . $ $ $ 242 $ (289) $ $ 40 243 $ (289) $ $ 3 264 $ (254) $ (72) $ 286 (254) (44) In October 2016, the FASB issued ASU 2016-16, Income Taxes - Intra-Entity Transfers of Assets Other Than Inventory, which requires entities to recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs. The new standard must be adopted using a modified retrospective transition method, with the cumulative effect recognized as of the date of initial adoption. Effective January 1, 2018, we adopted this standard. The adoption of this new guidance did not have a material impact on our consolidated financial statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606) which supersedes nearly all existing revenue recognition guidance. Subsequent to the issuance of Topic 606, the FASB clarified the guidance through several ASUs; hereinafter the collection of revenue guidance is referred to as Accounting Standards Codification (“ASC") 606. The core principle of ASC 606 is that revenue should be recognized to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. 74 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) On January 1, 2018, we adopted ASC 606 using the modified retrospective method. Results for reporting periods beginning January 1, 2018 are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with the historic accounting guidance under ASC Topic 605, Revenue Recognition. We recorded a net decrease of $1 million to beginning accumulated deficit as of January 1, 2018 due to the cumulative impact of adopting ASC 606. The impact to beginning accumulated deficit resulted from recognizing revenue evenly over the contract year for certain of our service fee contracts that are based on a contract year that is different from our calendar year. Contract acquisition costs are not material. For the year ended December 31, 2018, waste and service revenue increased $1 million, as a result of the adoption of ASC 606. Therefore, comparisons of revenue and operating income between periods are not materially affected by the adoption of ASC 606. Refer to Note 7. Revenue for additional disclosures required by ASC 606. 75 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS The following table summarizes recent ASU's issued by the FASB that could have an impact on our consolidated financial statements. Standard Update 2018-13—Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement ASU 2018-02 Income Statement— Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income ASU 2016-13 Financial Instruments- Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments ASU 2016-02 Leases (Topic 842) as amended by ASU 2018-01 and ASU 2018-11 Description Entities are no longer required to disclose the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy. The update also eliminates the requirement to disclose policy for timing of transfers between levels of the fair value hierarchy. Public companies will be required to disclose the range and weighted average used to develop significant unobservable inputs for Level 3 measurements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. The amendments in this update allow a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for adjustments to the tax effect of items in AOCI, that were originally recognized in other comprehensive income, related to the new statutory rate prescribed in the Tax Cuts and Jobs Act enacted on December 22, 2017, which reduces the US federal corporate tax rate from 35% to 21%. The amendments in this update should be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the US federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. The standard amends guidance on the impairment of financial instruments. The ASU estimates credit losses based on expected losses and provides for a simplified accounting model for purchased financial assets with credit deterioration. The standard requires a modified retrospective basis adoption through a cumulative- effect adjustment to retained earnings as of the beginning of the period of adoption. These standards amended guidance for lease arrangements to increase transparency and comparability by providing additional information to users of financial statements regarding an entity's leasing activities. The revised guidance seeks to achieve this objective by requiring reporting entities to recognize lease assets and lease liabilities on the balance sheet for substantially all lease arrangements. The standard requires a modified retrospective basis adoption. The amendment in ASU 2018-01 permits an entity to elect an optional transition practical expedient to not evaluate land easements that exist or expired before the entity’s adoption of Topic 842 and that were not previously accounted for as leases under Topic 840. The amendment in ASU 2018-11 provides entities with an additional and optional transition method in adopting the new leases standard and providing lessors with a practical expedient to not separate nonlease components from the associated lease component, similar to Topic 842 expedients for lessees. Effect on the financial statements or other significant matters We are currently evaluating the impact this guidance will have on our consolidated financial statements. Effective Date First quarter of 2020, early adoption is permitted. First quarter of 2019, early adoption is permitted, including adoption in any interim period. First quarter of 2020, early adoption is permitted. We are currently evaluating the impact this guidance will have on our consolidated financial statements. We are currently evaluating the impact this guidance will have on our consolidated financial statements. First quarter of 2019, early adoption is permitted. As part of our impact assessment, we performed a scoping exercise and determined our lease population. Based on an evaluation of the population, we determined the 1/1/2019 ROU Asset and ROU Liability balance to be in the range of $60-$70 million for operating leases. Additionally, we are in the process of implementing a lease accounting system and refining our internal controls and processes related to both the implementation and ongoing compliance of the new guidance. We plan to adopt the new guidance using a modified retrospective approach and upon adoption, there will be an increase to our long-term assets and liabilities reflecting the present value of our minimum lease obligations, which are disclosed in Note 9. 76 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) NOTE 3. NEW BUSINESS AND ASSET MANAGEMENT The acquisitions discussed in the section below are not material to our consolidated financial statements individually or in the aggregate and therefore, disclosures of pro forma financial information have not been presented. The results of operations reflect the period of ownership of the acquired businesses, business development projects and dispositions. Environmental Services Acquisitions During 2018, we acquired one environmental services business located in Toronto, Canada, for approximately $4 million. During 2017, we acquired three environmental services businesses (one of which was accounted for as an asset purchase), in separate transactions, for approximately $17 million. During 2016, we acquired two environmental services businesses, in separate transactions, for a total of $9 million. These acquisitions expanded our Covanta Environmental Solutions capabilities and client service offerings, and allow us to direct additional non-hazardous profiled waste volumes into our EfW facilities, and therefore are highly synergistic with our existing business. Palm Beach Resource Recovery Acquisition In September 2018, we acquired the Palm Beach Resource Recovery Corporation ("PBRRC") for $46 million. PBRRC holds long- term contracts for the operation and maintenance of two EfW facilities located in Palm Beach County, Florida. The purchase consideration and allocation are still considered preliminary pending management's final assessment of fair values and settlement of a working capital true-up. Green Investment Group Limited (“GIG”) Joint Ventures Dublin EfW During 2017, we completed construction of the Dublin EfW facility ("Dublin EfW"), a 600,000 metric ton-per-year, 58 megawatt facility in Dublin, Ireland. Operational commencement began in October 2017. In December 2017, we entered into a strategic partnership with GIG, a subsidiary of Macquarie Group Limited, to develop EfW projects in the UK and Ireland. Our first investment with GIG, Covanta Europe Assets, Ltd ("CEAL"), is structured as a 50/50 joint venture between Covanta and GIG. As an initial step, we contributed 100% of Dublin EfW into CEAL, and GIG acquired a 50% ownership in CEAL for €136 million ($167 million). We retained a 50% equity interest in CEAL and retained our role as operations and maintenance ("O&M") service provider for the Dublin EfW. On February 12, 2018, GIG's investment in CEAL closed and we received gross proceeds of $167 million ($98 million, net of existing restricted cash), which we used to repay borrowings under our revolving credit facility. The sale resulted in our loss of a controlling interest in Dublin EfW, which required the entity to be deconsolidated from our financial statements as of the sale date. For the year ended December 31, 2018, we recorded a gain on the loss of a controlling interest of the business of $204 million which is included in Gain (loss) on sale of assets on our consolidated statement of operations. The gain resulted from the excess of proceeds received plus the fair value of our non-controlling interest in Dublin EfW over our carrying value. Our 50% equity interest in CEAL is accounted for under the equity method of accounting. As of December 31, 2018, our equity investment of $149 million is included in Other assets on our consolidated balance sheet. The fair value of our investment was determined by the fair value of the consideration received for the 50% acquired by GIG. There were no basis differences between the fair value of the acquired investment in CEAL and the carrying amounts of the underlying net assets as they were fair valued contemporaneously as of the sale date. For further information, see Note 13. Equity Method Investments. Earls Gate Energy Centre In December of 2018, financial close was reached on our second project with GIG, the Earls Gate Energy Centre project ("Earls Gate"), an EfW facility to be built in Grangemouth, Scotland. GIG and Covanta together will hold a 50% equity ownership in the project company, through a 50/50 joint venture, Covanta Jersey Assets Ltd., with co-investor and developer Brockwell Energy owning the remaining 50% stake. The Earls Gate facility is expected to commence operations in late 2021. We will account for our 50% ownership of the joint venture, which gives us a 25% indirect ownership of the project company, under the equity method 77 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) of accounting. As of December 31, 2018, an equity investment of $10 million and a shareholder loan of $6 million related to this project are included in Other assets on our consolidated balance sheet. For further information, see Note 13. Equity Method Investments. New York City Waste Transport and Disposal Contract In March 2018, we received the notice to proceed from New York City's Department Sanitation ("DSNY") to develop the infrastructure supporting the East 91st Street Marine Transfer Station ("MTS"). We expect to commence operations in the second quarter of 2019. The MTS is the second in a pair of marine transfer stations under a 20-year waste transport and disposal agreement between Covanta and DSNY. NOTE 4. DISPOSITIONS AND ASSETS HELD FOR SALE Sale of Hydro Facility Investment In July 2018, we sold our equity interests in a hydroelectric facility located in the state of Washington for proceeds of approximately $12 million. For the year ended December 31, 2018, we recorded a gain of $7 million related to this transaction which is included in Gain (loss) on sale of assets on our consolidated statement of operations. China Investments Prior to 2016, our interests in China included an 85% ownership of an EfW facility located in Jiangsu Province ("Taixing"), a 49% equity interest in an EfW facility located in Sichuan Province and a 40% equity interest in Chongqing Sanfeng Covanta Environmental Industry Co., a company located in the Chongqing Municipality that is engaged in the business of providing design and engineering, procurement, construction services and equipment sales for EfW facilities in China, as well as operating services for EfW facilities. During 2016, we completed the exchange of our ownership interests in China for a 15% ownership interest in Chongqing Sanfeng Covanta Environmental Industrial Group, Co., Ltd ("Sanfeng Environment") and subsequently sold approximately 90% of the aforementioned ownership interest in Sanfeng Environment to a third-party, a subsidiary of CITIC Limited ("CITIC"), a leading Chinese industrial conglomerate and investment company, pursuant to agreements entered into in July 2015. As a result, during the year ended December 31, 2016, we recorded a pre-tax gain of $41 million. We received pre-tax proceeds of $105 million. The gain resulted from the excess of pre-tax proceeds over the cost-method book value of $70 million, plus $5 million of realized gains on the related cumulative foreign currency translation adjustment, that were reclassified out of other comprehensive income. Subsequent to completing the exchange, Sanfeng Environment made certain claims for indemnification under the agreement related to the condition of the facility in Taixing. During the year ended December 31, 2017, we recorded a $6 million charge related to these claims, which is included in "Loss on asset sales" on our consolidated statement of operations. On February 9, 2018 we sold our remaining investment in Sanfeng Environment to CITIC for proceeds of $13 million and recorded a gain on the sale of $6 million, which is included in Gain (loss) on sale of assets on our condensed consolidated statement of operations for the year ended December 31, 2018. Dublin EfW Project In December 2017, as part of the joint venture transaction with GIG, we announced a plan to sell a 50% indirect interest in our Dublin project in exchange for €136 million. The transaction was completed in February 2018. For additional information see Note 3. New Business and Asset Management - Green Investment Group Limited (“GIG”) Joint Ventures. Accordingly, during the fourth quarter of 2017, we determined that the assets and liabilities associated with our Dublin EfW facility met the criteria for classification as assets held for sale, but did not meet the criteria for classification as discontinued operations as the deconsolidation did not represent a strategic shift in our business. The assets and liabilities associated with our Dublin EfW facility are presented in our consolidated balance sheets as current Assets held for sale and current Liabilities held for sale. 78 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The following table sets forth the assets and liabilities of the Assets held for sale included in our consolidated balance sheets as of December 31, 2017 (in millions): Restricted funds held in trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Assets held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Accounts payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses and other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Project debt (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred income tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities held for sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (1) See Note 16. Consolidated Debt - Dublin Project Refinancing for further information. 77 10 563 3 653 1 22 510 7 540 NOTE 5. EQUITY AND EARNINGS PER SHARE ("EPS") Equity In May 2014, the stockholders of the Company approved the Covanta Holding Corporation 2014 Equity Award Plan. For additional information, see Note 8. Stock-Based Award Plans. Common shares repurchased were as follows (in millions, except per share amounts): Year Ended December 31, 2017 2018 2016 Total repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Shares repurchased . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Weighted average cost per share. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ — — $ — $ — — $ 18 1.2 15.29 As of December 31, 2018, there were 136 million shares of common stock issued of which 131 million shares were outstanding; the remaining 5 million shares of common stock issued but not outstanding were held as treasury stock. As of December 31, 2018, there were 3 million shares of common stock available for future issuance under equity plans. As of December 31, 2018, there were 10 million shares of preferred stock authorized, with none issued or outstanding. The preferred stock may be divided into a number of series as defined by our Board of Directors. The Board of Directors is authorized to fix the rights, powers, preferences, privileges and restrictions granted to and imposed upon the preferred stock upon issuance. Earnings Per Share We calculate basic EPS using net earnings for the period and the weighted average number of outstanding shares of our common stock, par value $0.10 per share, during the period. Diluted earnings per share computations, as calculated under the treasury stock method, include the weighted average number of shares of additional outstanding common stock issuable for stock options, restricted stock awards and restricted stock units whether or not currently exercisable. Diluted earnings per share does not include securities if their effect was anti-dilutive. Basic and diluted weighted average shares outstanding were as follows (in millions): Basic weighted average common shares outstanding. . . . . . . . . . . . . . . . . . . Dilutive effect of stock options, restricted stock and restricted stock units . . Diluted weighted average common shares outstanding . . . . . . . . . . . . . . . . . Anti-dilutive stock options, restricted stock and restricted stock units excluded from the calculation of EPS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 130 2 132 — 130 1 131 — 129 — 129 3 Year Ended December 31, 2017 2018 2016 79 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) NOTE 6. BUSINESS SEGMENT AND GEOGRAPHIC INFORMATION Our reportable segment reflects the manner in which our Chief Operating Decision Maker ("CODM") reviews results and allocates resources and does not reflect the aggregation of multiple operating segments. We have one reportable segment which comprises our entire operating business. Prior to the first quarter 2018, our reportable segment, North America, was comprised exclusively of waste and energy services located in North America. During the first quarter of 2018, we contributed 100% of our Dublin EfW facility into CEAL, a joint venture with GIG, which resulted in our loss of control. See Note 3. New Business and Asset Management - Green Investment Group Limited (“GIG”) Joint Ventures for further information. Subsequent to the sale, results from our equity method investment in CEAL and our O&M contract to operate the Dublin EfW facility are now being reviewed by our CODM on a consolidated basis with our North America results. Therefore, we now include the results of our international operations, which consist primarily of our interests in Dublin, in our one reportable segment. The results of our reportable segment are consistent with our consolidated results as presented on our consolidated statements of operations for the years ended December 31, 2018, 2017 and 2016. See Note 1. Organization and Summary of Significant Accounting Policies for a description of our organization. Our operations are principally located in the United States. A summary of operating revenue and total assets by geographic area is as follows (in millions): United States Other Total Operating Revenue: Year Ended December 31, 2018 . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2017 . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2016 . . . . . . . . . . . . . . . . . . . $ $ $ 1,785 1,705 1,677 Assets Held for Sale United States 2 $ 653 $ — $ 3,633 3,727 3,763 Total Assets: As of December 31, 2018 . . . . . As of December 31, 2017 . . . . . As of December 31, 2016 . . . . . $ $ $ NOTE 7. REVENUES Disaggregation of revenue $ $ $ $ $ $ Other 83 47 22 208 61 521 $ $ $ $ $ $ Total 1,868 1,752 1,699 3,843 4,441 4,284 A disaggregation of revenue from contracts with customers is presented on our consolidated statements of operations for the year ended December 31, 2018, 2017 and 2016. See Note 6. Business Segment and Geographic Information for a discussion of our reportable segment. 80 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Performance Obligations and Transaction Price Allocated to Remaining Performance Obligations The following summarizes our performance obligations, a description of how transaction price is allocated to future performance obligations and the practical expedients applied: Revenue Type Service Fee Timing Over time Performance Obligations Operations/waste disposal Measure of Progress Time elapsed Tip Fee Over time Waste disposal Units delivered Energy Over time Metals Point in time Other (Construction) Over time Energy Capacity Steam Sale of ferrous & non-ferrous metals Construction services Units delivered Time elapsed Units delivered Type Fixed & Variable Fixed & Variable Fixed & Variable Practical Expedients Constrained (1) & Series (2) Right to invoice Right to invoice & Series (2) Units delivered Variable Less than 1 year Costs incurred Fixed & Variable N/A (1) The amount of variable consideration that is included in the transaction price may be constrained, and is included only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. We estimate our variable service fee using the expected value method. (2) Service Fee and Energy contracts have been determined to have an annual and monthly series, respectively. ASC 606 requires disclosure of the aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied as of December 31, 2018. The guidance provides certain conditions (identified as "practical expedients") that limit this disclosure requirement. We have contracts that meet the following practical expedients provided by ASC 606: 1. The performance obligation is part of a contract that has an original expected duration of one year or less. 2. Revenue is recognized from the satisfaction of the performance obligations in the amount billable to our customer that corresponds directly with the value to the customer of our performance completed to date (i.e. “right-to-invoice” practical expedient). 3. The variable consideration is allocated entirely to a wholly unsatisfied performance obligation or to a wholly unsatisfied promise to transfer a distinct service or a series of distinct services that are substantially the same and that have the same pattern of transfer to our customer (i.e. “series practical expedient”). The following table shows our remaining performance obligations which primarily consists of the fixed consideration contained in our contracts as of December 31, 2018 (dollars in millions): Total Remaining performance obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Percentage expected to be recognized: 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total 6,147 11% 9% Contract Balances The following table reflects the balance in our contract assets, which we classify as “Accounts receivable unbilled” and present net in Accounts receivable, and our contract liabilities, which we classify as deferred revenue and present in “Accrued expenses and other current liabilities” in our consolidated balance sheet (in millions): Unbilled receivables . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 16 15 $ $ 13 14 December 31, 2018 December 31, 2017 For the year ended December 31, 2018, revenue recognized that was included in deferred revenue on our consolidated balance sheet at the beginning of the period totaled $7 million. 81 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Accounts receivable are recorded when the right to consideration becomes unconditional and we typically receive payments from customers monthly. The timing of our receipt of cash from construction projects is generally based upon our reaching completion milestones as set forth in the applicable contracts, and the timing and size of these milestone payments can result in material working capital variability between periods. We had no asset impairment charges related to these assets in the period. NOTE 8. STOCK-BASED AWARD PLANS Stock-Based Award Plans In May 2014, the stockholders of the Company approved the Covanta Holding Corporation 2014 Equity Award Plan (the “Plan”) to provide incentive compensation to non-employee directors, officers and employees, and to consolidate the two previously existing equity compensation plans into a single plan: the Company’s Equity Award Plan for Employees and Officers (the “Former Employee Plan”) and the Company’s Equity Award Plan for Directors (the “Former Director Plan,” and together with the Former Employee Plan, the “Former Plans”). Shares that were available for issuance under the Former Plans will be available for issuance under the Plan. The purpose of the Plan is to promote our interests (including our subsidiaries and affiliates) and our stockholders’ interests by using equity interests to attract, retain and motivate our management, non-employee directors and other eligible persons and to encourage and reward their contributions to our performance and profitability. The Plan provides for awards to be made in the form of (a) shares of restricted stock, (b) restricted stock units, (c) incentive stock options, (d) non-qualified stock options, (e) stock appreciation rights, (f) performance awards, or (g) other stock-based awards which relate to or serve a similar function to the awards described above. Awards may be made on a standalone, combination or tandem basis. Stock-Based Compensation We recognize compensation costs using the graded vesting attribution method over the requisite service period of the award, which is generally three to five years. Forfeitures are accounted for as they occur. Stock-based compensation expense is as follows (in millions, except for weighted average years): Total Compensation Expense Year Ended December 31, 2018 2017 2016 Restricted Stock Awards . . . . . . . . . . . . . Restricted Stock Units . . . . . . . . . . . . . . Tax benefit related to compensation expense . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ 5 19 18 $ $ $ 11 7 10 $ $ $ $ $ 10 6 10 As of December 31, 2018 Unrecognized stock-based compensation expense Weighted- average years to be recognized 2 12 0.9 1.7 Restricted Stock Awards Restricted stock awards that have been issued to employees typically vest over a three-year period. Restricted stock awards are stock-based awards for which the employee or director does not have a vested right to the stock (“nonvested”) until the requisite service period has been rendered. Restricted stock awards to employees are subject to forfeiture if the employee is not employed on the vesting date. Restricted stock awards issued to directors are not subject to forfeiture in the event a director ceases to be a member of the Board of Directors, except in limited circumstances. Restricted stock awards will be expensed over the requisite service period. Prior to vesting, restricted stock awards have all of the rights of common stock (other than the right to sell or otherwise transfer, when issued). We calculate the fair value of share-based stock awards based on the closing price on the date the award was granted. During the year ended December 31, 2018, we awarded 13,158 shares of restricted stock for annual director compensation. We determined the service vesting condition of these restricted stock awards to be non-substantive and, in accordance with accounting principles for stock compensation, recorded the entire fair value of the awards as compensation expense on the grant date. During the year ended December 31, 2018, we withheld 375,673 shares of our common stock in connection with tax withholdings 82 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) for vested stock awards. Changes in nonvested restricted stock awards as of December 31, 2018 were as follows (in thousands, except per share amounts): Nonvested at the beginning of the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonvested at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of Shares Weighted- Average Grant Date Fair Value 1,389 $ 13 $ (638) $ (37) $ $ 727 16.46 15.20 17.09 16.01 15.90 The weighted-average grant-date fair value of RSAs granted during the years ended December 31, 2018, 2017, and 2016 was $15.20, $16.22, and $15.14 respectively. The total fair value of shares vested during the years ended December 31, 2018, 2017, and 2016, was $11 million, $10 million, and $9 million, respectively. Restricted Stock Units Annually we award units for which the employee does not have a vested right to the stock (“nonvested”) until the required financial performance metric has been reached for each pre-determined vesting date. Stock-based compensation expense for each financial performance metric is recognized beginning in the period when management has determined it is probable the financial performance metric will be achieved for the respective vesting period. During the year ended December 31, 2018 we awarded certain employees grants of 1,208,711 RSUs. The RSUs will be expensed over the requisite service period. The terms of the RSUs include vesting provisions based solely on continued service. If the service criteria are satisfied the RSUs will generally vest during March of 2019, 2020, and 2021. During the year, ended December 31, 2018, we awarded certain employees grants of 385,464 performance based RSUs of which 50% will vest based upon our cumulative Free Cash Flow per share target over a three year performance period and the other 50% will vest based on a total shareholder return ("TSR") against metrics consistent with market practices and our peers with vesting determined by our relative TSR percentile rank versus the companies in our peer group. During the year ended December 31, 2018 we awarded 79,268 RSUs for annual director compensation and 31,531 RSUs, for quarterly director fees for certain of our directors who elected to receive RSUs in lieu of cash payments. We determined the service vesting condition of these restricted stock units to be non-substantive and, in accordance with accounting principles for stock compensation, recorded the entire fair value of the awards as compensation expense on the grant date. Changes in nonvested restricted stock units as of December 31, 2018 were as follows (in thousands, except per share amounts): Nonvested at the beginning of the year. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Vested . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Nonvested at the end of the year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Number of Shares Weighted- Average Grant Date Fair Value 1,815 $ 1,705 $ (467) $ (55) $ $ 2,998 15.80 15.01 17.52 14.79 15.11 The weighted-average grant-date fair value of RSUs granted during the years ended December 31, 2018, 2017, and 2016 was $15.01, $15.94, and $14.65, respectively. The total fair value of shares vested during the years ended December 31, 2018, 2017, and 2016, was $8 million, $1 million, and $1 million, respectively. 83 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Stock Options We have also awarded stock options to certain employees and directors. Stock options awarded to directors vested immediately. Stock options awarded to employees have typically vested annually over three to five years and expire over ten years. We calculate the fair value of our share-based option awards using the Black-Scholes option pricing model which requires estimates of the expected life of the award and stock price volatility. The following table summarizes activity and balance information of the options under the 2014 Stock Option Plan as of December 31, 2018: 2014 Stock Option Plan Outstanding at the beginning of the year . . . . . . . . . . . . . . Granted. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expired. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Forfeited. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Outstanding at the end of the year (1) . . . . . . . . . . . . . . . . . Options exercisable at year end . . . . . . . . . . . . . . . . . . . . . Shares Weighted- Average Exercise Price Weighted- Average Remaining Contractual Term (Years) Aggregate Intrinsic Value (2) (in thousands, except per share amounts) 225 $ — $ — $ (200) $ — $ $ 25 $ 25 24.30 — — 24.76 — 20.58 20.58 5.52 5.52 $ $ — — (1) (2) All options outstanding as of December 31, 2018 are fully vested. The aggregate intrinsic value represents the total pre-tax intrinsic value (the difference between the closing stock price on the last trading day of 2018 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on the last trading day of 2018. The intrinsic value changes based on the fair market value of our common stock. NOTE 9. OPERATING LEASES Leases are primarily operating leases for leaseholds on EfW facilities, as well as for trucks and automobiles, office space and machinery and equipment. Some of these operating leases have renewal options. Rental expense was $23 million, $22 million, and $19 million, for the years ended December 31, 2018, 2017 and 2016, respectively. The following is a schedule, by year, of future minimum rental payments required under operating leases that have initial or remaining non-cancelable lease terms in excess of one year as of December 31, 2018 (in millions): Future minimum rental payments . . . . . . $ 11 $ 9 $ 8 $ 7 $ 7 $ 36 $ 78 2019 2020 2021 2022 2023 Thereafter Total NOTE 10. SUPPLEMENTARY INFORMATION Other Operating Expense, net Insurance Recoveries Fairfax County Energy-from-Waste Facility In February 2017, our Fairfax County energy-from-waste facility experienced a fire in the front-end receiving portion of the facility. During the first quarter of 2017, we completed our evaluation of the impact of this event and recorded an immaterial asset impairment, which we have since recovered from insurance proceeds. The facility resumed operations in December 2017. We expect to receive the remaining insurance recoveries for both property loss and business interruption during the first quarter of 2019. Plymouth Energy-from-Waste Facility In May 2016, our Plymouth energy-from-waste facility experienced a turbine generator failure. Damage to the turbine generator was extensive and operations at the facility were suspended promptly to assess the cause and extent of damage. The facility is capable of processing waste without utilizing the turbine generator to generate electricity, and we resumed waste processing 84 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) operations in early June of 2016. The facility resumed generating electricity early in the first quarter of 2017 after the generator and other damaged equipment were replaced. The cost of repair or replacement of assets and business interruption losses for the above matters are insured under the terms of applicable insurance policies, subject to deductibles. We recorded insurance gains, as a reduction to Other operating expense, net in our consolidated statement of operations as follows (in millions): Insurance gains for property and clean-up costs, net of impairment charges . $ Insurance gains for business interruption costs, net of costs incurred . . . . . . $ 18 19 $ $ 7 23 $ $ 1 4 Year Ended December 31, 2018 2017 2016 Hennepin County Legal Settlement On September 25, 2017, we settled a dispute with Hennepin County, Minnesota regarding extension provisions in our service contract to operate the Hennepin Energy Recovery Center. We received $8 million in connection with the settlement. During the year ended December 31, 2017, we recorded a gain on settlement of $8 million as a reduction of Other operating expense, net in our consolidated statement of operations. Impairment Charges Impairment charges are as follows (in millions): Year Ended December 31, 2018 2017 2016 Impairment charges . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 86 $ 2 $ 20 During the year ended December 31, 2018, we identified an indicator of impairment associated with certain of our EfW facilities where the current expectation is that, more likely than not, the assets will not be operated through their previously estimated economic useful life. We performed recoverability tests to determine if these facilities were impaired as of the respective balance sheet date. As a result, based on expected cash flows utilizing Level 3 inputs, we recorded a non-cash impairment charge for the year ended December 31, 2018 of $86 million, to reduce the carrying value of the assets to their estimated fair value. During the year ended December 31, 2016, we recorded a non-cash impairment charge of $13 million, pre-tax, related to the previously planned closure of our Pittsfield EfW facility which we now continue to operate. Such amount was calculated based on the estimated liquidation value of the tangible equipment utilizing Level 3 inputs. We are party to a joint venture that was formed to recover and recycle metals from EfW ash monofills in North America. During the year ended December 31, 2016, due to operational difficulties and the decline in the scrap metal market, a valuation of the entity was conducted. As a result, we recorded a net impairment of our investment in this joint venture of $3 million, pre-tax, which represents our portion of the carrying value of the entity in excess of the fair value. Such amount was calculated based on the estimated liquidation value of the tangible equipment utilizing Level 3 inputs. For more information regarding fair value measurements, see Note 12. Financial Instruments. 85 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Selected Supplementary Balance Sheet Information Selected supplementary balance sheet information is as follows (in millions): Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Spare parts. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Renewable energy credits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total prepaid expenses and other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Operating expenses, payroll and related expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Deferred revenue. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued liabilities to client communities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dividends payable. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total accrued expenses and other current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ NOTE 11. INCOME TAXES As of December 31, 2018 2017 22 21 7 12 62 150 10 26 38 36 73 333 $ $ $ $ 22 22 6 23 73 145 14 17 37 36 64 313 The Tax Cuts and Jobs Act (the "Act") was enacted on December 22, 2017. The Act reduces the US Federal corporate tax rate from 35% to 21%, requires companies to pay a one-time transition tax on earnings of certain foreign subsidiaries that were previously tax deferred and creates new taxes on certain foreign sourced earnings. As of December 2018, in accordance with Staff Accounting Bulletin 118, we completed our accounting for the tax effects of the enactment of the Act, any true up adjustments, as described below, are included in our income tax provision. We made an accounting policy election to account for the global intangible low- taxed income (“GILTI”) as current period expense. Deferred tax assets and liabilities: We re-measured our US federal deferred tax assets and liabilities based on the rates at which they are expected to reverse in the future, which is generally 21%. The provisional amount recorded as of December 31, 2017 related to the re-measurement of the deferred tax balance was a tax benefit of $204 million, this amount was materially correct and no material adjustment was recorded to this amount for the year ended December 31, 2018. Foreign tax effects: The one-time transition tax is based on our total post-1986 earnings and profits ("E&P") previously deferred from US income taxes. As of December 31, 2017, we recorded a provisional amount for our one-time transition tax liability, resulting in an increase in income tax expense of $21 million with a corresponding reduction of deferred tax asset related to the utilization of our gross NOL. During the year ended December 31, 2018, we completed our calculation of the total post 1986 E&P for the foreign subsidiaries and based on the final amounts held in cash we recorded a $1 million true up to the transition tax with a reduction to the deferred tax assets on the net operating loss carryforward, resulting in no additional tax liability. 86 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) We file a federal consolidated income tax return with our eligible subsidiaries. Our federal consolidated income tax return also includes the taxable results of certain grantor trusts described below. The components of income tax expense were as follows (in millions): Year Ended December 31, 2017 2016 2018 Current: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total current . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred: Federal . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Domestic and foreign pre-tax income (loss) was as follows (in millions): Domestic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ $ — $ 1 1 2 (1) (25) (5) (31) (29) $ $ 4 2 (1) 5 (204) (2) 10 (196) (191) $ Year Ended December 31, 2018 2017 2016 (43) $ 160 117 $ (43) $ (92) (135) $ (2) 6 (2) 2 28 (9) 1 20 22 26 (12) 14 The effective income tax rate was (25)%, 142%, and 150% for the years ended December 31, 2018, 2017 and 2016, respectively. The decrease in the effective tax rate for the year ended December 31, 2018, compared to the year ended December 31, 2017 is primarily due to the combined effects of (i) in 2017 there was a significant deferred tax revaluation due to tax reform which did not occur in 2018 (ii) no income tax associated with the gain from sale of our joint venture with GIG; (iii) the discrete tax benefits attributable to the New Jersey State Tax Law change and a state audit settlement. The decrease in the effective tax rate for the year ended December 31, 2017, compared to the year ended December 31, 2016 is primarily due to the combined effects of (i) the recognition of tax benefit from the re-measurement of the deferred taxes and the estimated transition tax due to the enactment of the Act and (ii) the change from pre-tax income in 2016 to pre-tax loss in 2017. 87 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A reconciliation of our income tax expense (benefit) at the federal statutory income tax rate of 21% to income tax expense (benefit) at the effective tax rate is as follows (in millions): Income tax expense (benefit) at the federal statutory rate . . . . . . . . . . . . . . . State and other tax expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax rate differential on foreign earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . Income from grantor trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Gain on sale of business. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Permanent differences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Foreign currency exchange gain . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impact of state tax law change. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State ITC credit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Change in valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liability for uncertain tax positions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Adjustment to deferred tax. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Impact of deferred tax re-measurement for federal tax rate change . . . . . . . Tax reform transition tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Expiration of non-qualified stock options . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total income tax (benefit) expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Year Ended December 31, 2018 2017 2016 $ 25 $ (47) $ (1) 1 — (44) 3 2 (13) 1 — (4) — — 1 — — (2) 10 (8) — 4 — — 1 31 — (1) (204) 21 3 1 $ (29) $ (191) $ 5 1 4 — — 4 — — (4) 2 15 (5) — — — — 22 We had consolidated federal NOLs estimated to be approximately $197 million for federal income tax purposes as of the end of 2018. These consolidated federal NOLs will expire, if not used, in the following amounts in the following years (in millions): 2033 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 2035 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2036 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2037 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Amount of Carryforward Expiring 194 1 1 1 197 In addition to the consolidated federal NOLs, as of December 31, 2018, we had state NOL carryforwards of approximately $360 million, which expire between 2028 and 2037, net foreign NOL carryforwards of approximately $173 million with some expiring between 2019 and 2038. The federal tax credit carryforwards include production tax credits of $60 million expiring between 2024 and 2036, and research and experimentation tax credits of $1 million expiring between 2027 and 2033. Additionally, we had state income tax credits of $1 million. 88 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The tax effects of temporary differences that give rise to the deferred tax assets and liabilities are presented as follows (in millions): As of December 31, 2018 2017 Deferred tax assets: Net operating loss carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Prepaid and other costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax assets attributable to pass-through entities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Retirement benefits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . State adjustment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hedging . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unbilled accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Interest expense. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . AMT and other credit carryforwards . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total gross deferred tax asset. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total deferred tax asset . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities: Unbilled accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Property, plant and equipment. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Intangible assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred tax liabilities attributable to pass-through entities . . . . . . . . . . . . . . . . . . . . . . . . . . Deferred gain on convertible debt. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Other, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total gross deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax liability, including deferred tax liability held for sale . . . . . . . . . . . . . . . . . . Less: Deferred tax liability held for sale (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net deferred tax liability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 90 13 48 10 1 5 4 1 1 12 49 234 (73) 161 — 521 12 5 — 1 539 378 — $ 378 $ 119 15 48 10 2 — — 3 — — 48 245 (77) 168 3 538 33 8 4 1 587 419 7 412 (1) As of December 31, 2017, assets and liabilities related to our Dublin EfW facility met the criteria to be classified as held for sale on our consolidated balance sheet. For further information see Note 4. Dispositions and Assets Held for Sale. Cumulative undistributed foreign earnings for which United States taxes were not provided were included in consolidated retained earnings in the amount of approximately zero as of December 31, 2018 and 2017, respectively. For 2018, foreign undistributed earnings were considered permanently invested, therefore no provision for US income taxes was accrued. For 2017, after the application of the tax impact of the Act, no additional tax was included in the provision related to the cumulative undistributed foreign earnings as of December 31, 2017. Deferred tax assets relating to employee stock based compensation deductions were reduced to reflect exercises of non-qualified stock option grants and vesting of restricted stock. Some exercises of non-qualified stock option grants and vesting of restricted stock resulted in tax deductions in excess of previously recorded benefits resulting in a "windfall". 89 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions): Balance at December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Additions based on tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions for tax positions of prior years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions for lapse in applicable statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions based on tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions for tax positions of prior years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions for lapse in applicable statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions due to acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions based on tax positions related to the current year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Additions for tax positions of prior years. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions for lapse in applicable statute of limitations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Reductions for tax positions of prior years . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 36 16 4 (3) (4) (6) 43 1 6 (1) (2) 1 48 2 1 (2) (8) 41 The uncertain tax positions, exclusive of interest and penalties, were $41 million and $48 million as of December 31, 2018 and 2017, respectively, which also represent potential tax benefits that if recognized, would impact the effective tax rate. We record interest accrued on liabilities for uncertain tax positions and penalties as part of the tax provision. As of December 31, 2018 and 2017, we had accrued interest and penalties associated with liabilities for uncertain tax positions of $5 million. We continue to reflect interest accrued and penalties on uncertain tax positions as part of the tax provision. Audits for federal income tax returns are closed for the years through 2010. However, the Internal Revenue Service ("IRS") can audit the NOL's generated during those years in the years that the NOL's are utilized. State income tax returns are generally subject to examination for a period of three to six years after the filing of the respective tax return. The state impact of any federal changes remains subject to examination by various states for a period of up to one year after formal notification to the states. We have various state income tax returns in the process of examination, administrative appeals or litigation. Our NOLs predominantly arose from our predecessor insurance entities, formerly named Mission Insurance Group, Inc., (“Mission”). These Mission insurance entities have been in state insolvency proceedings in California and Missouri since the late 1980's. The amount of NOLs available to us will be reduced by any taxable income or increased by any taxable losses generated by current members of our consolidated tax group, which include grantor trusts associated with the Mission insurance entities. While we cannot predict what amounts, if any, may be includable in taxable income as a result of the final administration of these grantor trusts, substantial actions toward such final administration have been taken and we believe that neither arrangements with the California Commissioner of Insurance nor the final administration by the Missouri Director will result in a material reduction in available NOLs. NOTE 12. FINANCIAL INSTRUMENTS Fair Value Measurements Authoritative guidance associated with fair value measurements provides a framework for measuring fair value and establishes a fair value hierarchy that prioritizes the inputs used to measure fair value, giving the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 inputs), then significant other observable inputs (Level 2 inputs) and the lowest priority to significant unobservable inputs (Level 3 inputs). The following methods and assumptions were used to 90 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) estimate the fair value of each class of financial instruments: • • • For marketable securities, the carrying value of these amounts is a reasonable estimate of their fair value. Fair values for long-term debt and project debt are determined using quoted market prices (Level 1). The fair values of our energy hedges were determined using the spread between our fixed price and the forward curve information available within the market. The estimated fair value amounts have been determined using available market information and appropriate valuation methodologies. However, considerable judgment is required in interpreting market data to develop estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts that we would realize in a current market exchange and are based on pertinent information available to us as of December 31, 2018. Such amounts have not been comprehensively revalued for purposes of these financial statements and current estimates of fair value may differ significantly from the amounts presented herein. The following financial instruments are recorded at their estimated fair value. The following table presents information about the recurring fair value measurement of our assets and liabilities as of December 31, 2018 and 2017: Financial Instruments Recorded at Fair Value on a Recurring Basis: Assets: Fair Value Measurement Level As of December 31, 2018 2017 (In millions) Investments — mutual and bond funds (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total assets: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Liabilities: Derivative liability — energy hedges (2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Derivative liability — interest rate swaps included in liabilities held for sale(3) . . . . Total liabilities: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 2 2 $ $ $ $ 2 2 13 — 13 $ $ $ $ 2 2 5 7 12 Included in other noncurrent assets in the consolidated balance sheets. (1) (2) The short-term balance is included in Accrued expenses and other current liabilities and the long-term balance is included in Other liabilities in the consolidated balance sheets. (3) As of December 31, 2017, assets and liabilities related to our Dublin EfW facility met the criteria to be classified as held for sale on our consolidated balance sheet. For further information see Note 4. Dispositions and Assets Held for Sale. The following financial instruments are recorded at their carrying amount (in millions): Financial Instruments Recorded at Carrying Amount: Liabilities: As of December 31, 2018 As of December 31, 2017 Carrying Amount Estimated Fair Value Carrying Amount Estimated Fair Value Long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Project debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Project debt included in liabilities held for sale (1) . . . . . . . . . . . . $ $ $ 2,342 152 $ $ — $ 2,245 154 $ $ — $ 2,349 174 510 $ $ $ 2,371 179 510 (1) As of December 31, 2017, assets and liabilities related to our Dublin EfW facility met the criteria to be classified as held for sale on our consolidated balance sheet. For further information see Note 4. Dispositions and Assets Held for Sale. We are required to disclose the fair value of financial instruments for which it is practicable to estimate that value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, accounts receivables, prepaid expenses and other assets, accounts payable and accrued expenses approximates their carrying value on the consolidated balance sheets due to their short-term nature. In addition to the recurring fair value measurements, certain assets are measured at fair value on a non-recurring basis when an indication of impairment is identified. Long-lived assets, such as property and equipment and identifiable intangibles with finite useful lives, are periodically evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Assets are grouped and evaluated for impairment at the lowest level of which there are identifiable cash flows, which is generally at the facility level. Assets are reviewed using factors including, but not limited to, our future operating plans and projected cash flows. The determination of whether impairment has occurred is based on the assets 91 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) fair value as compared to the carrying value. Fair value is generally determined using an income approach, which requires discounting the estimated future cash flows associated with the asset. If the asset carrying amount exceeds its fair value, an impairment charge is recognized in the amount by which the carrying amount exceeds the fair value of the asset. NOTE 13. EQUITY METHOD INVESTMENTS Investments in investees and joint ventures accounted for under the equity method of $160 million and $5 million are included as Other assets in our consolidated balance sheet of December 31, 2018 and 2017, respectively. A shareholder loan of $6 million related to the Earls Gate project is included in Other assets in our consolidated balance sheet of December 31, 2018. For additional information on our equity investments in Ireland and the UK, see Note 3. New Business and Asset Management - Green Investment Group Limited (“GIG”) Joint Ventures. Our ownership percentages in our investments in investees and joint ventures are as follows: Ownership interest: Dublin EfW (Ireland) (1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Ambiente 2000 S.r.l. (Italy). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Earls Gate (UK) (2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . South Fork Plant (US) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Koma Kulshan Plant (US) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tartech (US) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 2017 50% 40% 25% 50% —% —% —% 40% —% 50% 50% 50% (1) We have a 50% indirect ownership of Dublin EfW, through our 50/50 joint venture with GIG, Covanta Europe Assets Ltd. (2) We have a 25% indirect ownership of Earls Gate, through our 50/50 joint venture with GIG, Covanta Green Jersey Assets Ltd., which owns 50% of Earls Gate. Summarized financial information of our equity method investments is presented as follows (in millions): Balance Sheet: Current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Current liabilities. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 2017 $ $ $ $ 80 834 69 521 $ $ $ $ For the Year Ended December 31, 2018 2017 2016 Statement of Operations: Operating revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Operating income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ $ 112 31 13 $ $ $ 17 1 1 $ $ $ 7 17 9 2 19 (7) (7) We serve as the O&M service provider for the Dublin EfW facility which is owned by CEAL, our joint venture with GIG, under market competitive terms. For the period from February 12, 2018 through December 31, 2018 we recognized $27 million in revenues related to this agreement. 92 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) NOTE 14. DERIVATIVE INSTRUMENTS Energy Price Risk We have entered into a variety of contractual hedging arrangements, designated as cash flow hedges, in order to mitigate our exposure to energy market risk, and will continue to do so in the future. Our efforts in this regard involve only mitigation of price volatility for the energy we produce and do not involve taking positions (either long or short) on energy prices in excess of our physical generation. The amount of energy generation for which we have hedged on a forward basis under agreements with various financial institutions as of December 31, 2018 is indicated in the following table (in millions): Calendar Year 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Hedged MWh 2.8 0.2 3.0 As of December 31, 2018, the fair value of the energy derivative liability was $13 million. The effective portion of the change in fair value was recorded as a component of AOCI. As of December 31, 2018, the amount of hedge ineffectiveness was not material. As of December 31, 2017, the fair value of the energy derivative liability was $5 million. The effective portion of the change in fair value was recorded as a component of AOCI. As of December 31, 2017, the amount of hedge ineffectiveness was not material. During the year ended December 31, 2018, cash provided by and used in energy derivative settlements of $8 million and $24 million, respectively, was included in net cash provided by operating activities on our consolidated statement of cash flows. During the year ended December 31, 2017, cash provided by and used in energy derivative settlements of $17 million and zero, respectively, was included in the change in net cash provided by operating activities on our consolidated statement of cash flows. Interest Rate Swaps In 2017, in order to hedge the risk of adverse variable interest rate fluctuations associated with the senior secured term loan previously held by Dublin EfW, we entered into floating to fixed rate swap agreements with various financial institutions to hedge the variable interest rate fluctuations associated with the floating rate portion of the loan, expiring in 2032. The interest rate swap was designated as a cash flow hedge which was recorded at fair value with changes in fair value recorded as a component of AOCI. The unrealized loss was included within Gain (loss) on sale of assets upon deconsolidation. As of December 31, 2017, the fair value of the interest rate swap derivative of $7 million, pre-tax, was recorded within Liabilities held for sale in our consolidated balance sheet and was subsequently sold as part of the transaction with GIG. See Note 4. Dispositions and Assets Held for Sale. NOTE 15. INTANGIBLE ASSETS AND GOODWILL Our intangible assets and liabilities are recorded upon acquisition at their estimated fair market values based upon discounted cash flows. Intangible assets and liabilities are amortized using the straight line method over their useful lives. Waste and service contract liabilities, net, are included as a component of Other liabilities on our consolidated balance sheets. 93 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Intangible assets consisted of the following (in millions): As of December 31, 2018 As of December 31, 2017 Remaining Weighted Average Useful Life Gross Carrying Amount Accumulated Amortization Net Gross Carrying Amount Accumulated Amortization Net Waste, service and energy contracts. . . . . . 19 years Customer relationships, permits and other . . . . . Intangible assets, net. . . 5 years Waste and service contracts (liability). . . . 13 years $ $ $ $ 522 52 574 $ $ $ 271 24 295 $ $ $ 251 28 279 $ $ $ 494 54 548 $ $ $ 243 $ 18 261 $ 251 36 287 (72) $ (64) $ (8) $ (66) $ (62) $ (4) The following table details the amount of amortization expense and contra-expense associated with our intangible assets and liabilities that was included in our consolidated statements of operations for each of the years indicated (in millions): Year Ended December 31, 2018 2017 2016 Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Waste and service contracts (contra-expense). . . . . . . . . . . . . . . . . $ $ 20 $ (2) $ 20 $ (2) $ 27 (6) The following table details the amount of estimated amortization expense and contra-expense associated with our intangible assets and liabilities expected to be included in our consolidated statements of operations for each of the years indicated as of December 31, 2018 (in millions): Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Waste and service contracts (contra-expense). . . . . . . . . . . . . . . . . 26 (2) $ 30 (1) $ 28 (1) $ 16 — $ 13 — The weighted average number of years prior to the next renewal period for contracts that we have an intangible recorded is 6 years. Year Ended December 31, 2019 2020 2021 2022 2023 Goodwill The following table details the changes in carrying value of goodwill (in millions): Balance at December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Goodwill related to acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Goodwill related to acquisitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Balance at December 31, 2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Total 302 11 313 8 321 As of December 31, 2018, goodwill of approximately $48 million was deductible for federal income tax purposes. 94 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) NOTE 16. CONSOLIDATED DEBT Consolidated debt is as follows (in millions): Average Rate December 31, 2018 December 31, 2017 LONG-TERM DEBT: Revolving credit facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.19% $ Term loan, net due 2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Term loan, net due 2023 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3.12% 4.27% Credit Facilities Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: deferred financing costs related to senior notes. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Senior Notes Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tax-exempt bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: deferred financing costs related to tax-exempt bonds . . . . . . . . . . . . . . . . . . . . . . . . . Tax-Exempt Bonds Sub-total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Equipment financing capital leases due 2024 through 2028. . . . . . . . . . . . . . . . . . . . . . . . . . Total long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: current portion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncurrent long-term debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PROJECT DEBT: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Project debt related to service fee structures. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Union capital lease . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Project debt related to tip fee structures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Unamortized debt premium, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: deferred financing costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total project debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Current portion. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Noncurrent project debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL CONSOLIDATED DEBT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: Current debt . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . TOTAL NONCURRENT CONSOLIDATED DEBT. . . . . . . . . . . . . . . . . . . . . . . . . . . . . Credit Facility Refinancing $ $ $ $ $ $ $ $ $ $ $ 212 — 394 606 1,200 (16) 1,184 494 (6) 488 64 2,342 (15) 2,327 58 89 3 3 (1) 152 (19) 133 2,494 (34) 2,460 $ $ $ $ $ $ $ $ $ $ $ $ 445 191 — 636 1,200 (15) 1,185 464 (5) 459 69 2,349 (10) 2,339 68 94 9 4 (1) 174 (23) 151 2,523 (33) 2,490 In 2018, our subsidiary, Covanta Energy, entered into an amended and restated $1.3 billion senior secured credit agreement, which provides for a $900 million revolving credit facility (the “Revolving Credit Facility”) and a $400 million term loan (the “Term Loan”) both expiring August 2023 (collectively referred to as the "Credit Facilities"). The refinancing transaction: • • • reduced the aggregate commitment amount of the Revolving Credit Facility by $100 million to $900 million and adjusted the pricing grid such that the initial applicable margin was reduced by 25 basis points as compared to the previous Revolving Credit Facility; refinanced Covanta Energy's previous $200 million Term Loan with a new $400 million Term Loan; and extended the maturity date of both the Term Loan and Revolving Credit Facility from March 2020 to August 2023. We incurred approximately $7 million in financing costs related to these amendments which will be deferred and amortized over the five year term of the Credit Facilities. In addition, the remaining unamortized deferred costs of $4 million on the previous Revolver and Term Loan collectively will also be deferred and amortized over the revised term of 5 years. A portion of the net proceeds of the new Term Loan were used to repay direct borrowings under the previous Revolving Credit Facility and pay transaction fees and expenses. 95 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The Revolving Credit Facility is available for the issuance of letters of credit of up to $600 million, provides for a $50 million sub- limit for the issuance of swing line loans (a loan that can be requested in US Dollars on a same day basis for a short drawing period); and is available in US Dollars, Euros, Pounds Sterling, Canadian Dollars and certain other currencies to be agreed upon, in each case for either borrowings or for the issuance of letters of credit. The proceeds under the Revolving Credit Facility are available for working capital and general corporate purposes of Covanta Energy and its subsidiaries. We have the option to establish additional term loan commitments and/or increase the size of the Revolving Credit Facility (collectively, the “Incremental Facilities”), subject to the satisfaction of certain conditions and obtaining sufficient lender commitments, in an amount up to the greater of $500 million and the amount that, after giving effect to the incurrence of such Incremental Facilities, would not result in a leverage ratio, as defined in the credit agreement governing our Credit Facilities (the “Credit Agreement”), exceeding 2.75:1.00. Unutilized Capacity under Revolving Credit Facility As of December 31, 2018, we had unutilized capacity under the Revolving Credit Facility as follows (in millions): Revolving Credit Facility . . . . . . . . . . . . . $ 900 2023 $ 212 Total Facility Commitment Expiring Direct Borrowings Outstanding Letters of Credit 239 $ Unutilized Capacity $ 449 Repayment Terms As of December 31, 2018, the Term Loan has mandatory principal payments of approximately $10 million in each year through 2022 and $355 million in 2023. The Credit Facilities are pre-payable at our option at any time. Interest and Fees Borrowings under the Credit Facilities bear interest, at our option, at either a base rate or a Eurodollar rate plus an applicable margin determined by a pricing grid based on Covanta Energy’s leverage ratio. Base rate is defined as the higher of (i) the Federal Funds Effective Rate plus 0.50%, (ii) the rate the administrative agent announces from time to time as its per annum “prime rate” or (iii) the London Interbank Offered Rate (“LIBOR”), or a comparable or successor rate, plus 1.00%. Base rate borrowings under the Revolving Credit Facility bear interest at the base rate plus an applicable margin ranging from 0.50% to 1.50%. Eurodollar borrowings under the Revolving Credit Facility bear interest at LIBOR plus an applicable margin ranging from 1.75% to 2.75%. Fees for issuances of letters of credit include fronting fees equal to 0.15% per annum and a participation fee for the lenders equal to the applicable interest margin for LIBOR rate borrowings. We will incur an unused commitment fee ranging from 0.30% to 0.50% on the unused amount of commitments under the Revolving Credit Facility. Base rate borrowings under the Term Loan bear interest at the base rate plus an applicable margin ranging from 0.75% to 1.00%. Eurodollar borrowings under the Term Loan bear interest at LIBOR plus an applicable margin ranging from 1.75% to 2.00%. Guarantees and Securitization The Credit Facilities are guaranteed by us and by certain of our subsidiaries. The subsidiaries that are party to the Credit Facilities agreed to secure all of the obligations under the Credit Facilities by granting, for the benefit of secured parties, a first priority lien on substantially all of their assets, to the extent permitted by existing contractual obligations. The Credit Facilities are also secured by a pledge of substantially all of the capital stock of each of our domestic subsidiaries and 65% of substantially all the capital stock of each of our directly-owned foreign subsidiaries, in each case to the extent not otherwise pledged. Credit Agreement Covenants The loan documentation governing the Credit Facilities contains various affirmative and negative covenants, as well as financial maintenance covenants, that limit our ability to engage in certain types of transactions. We were in compliance with all of the affirmative and negative covenants under the Credit Facilities as of December 31, 2018. 96 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) The negative covenants of the Credit Facilities limit our and our restricted subsidiaries’ ability to, among other things: incur additional indebtedness (including guarantee obligations); create certain liens against or security interests over certain property; pay dividends on, redeem, or repurchase our capital stock or make other restricted junior payments; enter into agreements that restrict the ability of our subsidiaries to make distributions or other payments to us; consolidate, merge or transfer all or substantially all of our assets and the assets of our subsidiaries on a consolidated basis; dispose of certain assets; and • • • • • make investments; • • • make certain acquisitions. The financial maintenance covenants of the Credit Facilities, which are measured on a trailing four quarter period basis, include the following: • • a maximum Leverage Ratio of 4.00 to 1.00 for the trailing four quarter period, which measures the principal amount of Covanta Energy’s consolidated debt less certain restricted funds dedicated to repayment of project debt principal and construction costs (“Consolidated Adjusted Debt”) to its adjusted earnings before interest, taxes, depreciation and amortization, as calculated in the Credit Agreement (“Credit Agreement Adjusted EBITDA”). The definition of Credit Agreement Adjusted EBITDA in the Credit Facilities excludes certain non-recurring and non-cash charges and may incorporate certain pro forma adjustments. a minimum Interest Coverage Ratio of 3.00 to 1.00, which measures Covanta Energy’s Credit Agreement Adjusted EBITDA to its consolidated interest expense plus certain interest expense of ours, to the extent paid by Covanta Energy as calculated in the Credit Agreement. Senior Notes The table below summarizes our aggregate principal amount of senior unsecured notes: Maturity 2027 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2025 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2024 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2022 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Rate 6.000%. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.875%. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5.875%. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6.375%. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . December 31, 2018 December 31, 2017 $ $ 400 400 400 — 1,200 $ $ — 400 400 400 1,200 Senior Notes due 2027 (the “2027 Senior Notes”) In October 2018, we issued $400 million aggregate principal amount of Senior Notes due 2027. The 2027 Senior Note bear interest at 6.00% per annum, payable semi-annually on January 1 and July 1 of each year, commencing on July 1, 2019. Net proceeds from the sale of the 2027 Senior Notes were approximately $394 million and were used along with cash on hand and/or direct borrowings under our Revolving Credit Facility to fund the optional redemption of all of our 2022 Senior Notes. During the year ended December 31, 2018, as a result of the redemption, we recorded a prepayment charge of $9 million and a write-off of the remaining deferred financing costs of $3 million recognized in our consolidated statements of operations as a Loss on extinguishment of debt. The 2027 Senior Notes are governed by and issued pursuant to the Indenture dated January 18, 2007 between us and Wells Fargo Bank, National Association, as trustee, (the “Base Indenture”) and the Sixth Supplemental Indenture dated as of October 1, 2018. Senior Notes due 2025 (the "2025 Senior Notes") In March 2017, we issued $400 million aggregate principal amount of 5.875% Senior Notes due July 2025. The 2025 Notes bear interest at 5.875% per annum, payable semi-annually on January 1 and July 1 of each year, beginning on July 1, 2017. Net proceeds from the sale of the 2025 Senior Notes were approximately $394 million and were used to fund the redemption of our 2020 Senior Notes. 97 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) During the year ended December 31, 2017, as a result of the redemption, we recorded a prepayment charge of $9 million and a write-off of the remaining deferred financing costs of $4 million recognized in our consolidated statements of operations as a Loss on extinguishment of debt. The 2025 Senior Notes are governed by and issued pursuant to the Base Indenture and the Fifth Supplemental Indenture dated March 16, 2017. Senior Notes due 2024 (the "2024 Senior Notes") In March 2014, we issued $400 million aggregate principal amount of 5.875% Senior Notes due March 2024. The 2024 Senior Notes bear interest at 5.875% per annum, payable semi-annually on March 1 and September 1 of each year, commencing on September 1, 2014. The 2024 Senior Notes are governed by and issued pursuant to the Base Indenture and the Fourth Supplemental Indenture dated March 6, 2014. Our Senior Notes are: • • • • • • • general unsecured obligations of Covanta and are not guaranteed by any of our subsidiaries; rank equally in right of payment with all of our existing and future senior unsecured indebtedness that is not subordinated in right of payment to the Senior Notes; are effectively subordinated in right of payment to any of our existing and future secured indebtedness to the extent of the value of the assets securing such indebtedness; are structurally subordinated to any existing and future liabilities of any of our subsidiaries, including Covanta Energy, including their guarantees under certain of our Tax-Exempt Bonds; governed by the Base Indenture as supplemented by the supplemental indentures; are subject to redemption at our option, in whole or in part, subject to the terms of their respective supplemental indentures; are redeemable at our option using the proceeds of certain equity offerings subject to the terms of their respective supplemental indentures. The indentures for our Senior Notes further may limit our ability and the ability of certain of our subsidiaries to: • • • • • • • • • • incur additional indebtedness; pay dividends or make other distributions or repurchase or redeem their capital stock; prepay, redeem or repurchase certain debt; make loans and investments; sell restricted assets; incur liens; enter into transactions with affiliates; alter the businesses they conduct; enter into agreements restricting our subsidiaries’ ability to pay dividends; and consolidate, merge or sell all or substantially all of their assets. 98 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Tax-Exempt Bonds Our Tax-Exempt Bonds are summarized in the table below: Series New Hampshire Series 2018A. . . . . . . . . . . . . . . New Hampshire Series 2018B . . . . . . . . . . . . . . . New Hampshire Series 2018C . . . . . . . . . . . . . . . New York Series 2018A. . . . . . . . . . . . . . . . . . . . New York Series 2018B. . . . . . . . . . . . . . . . . . . . Virginia Series . . . . . . . . . . . . . . . . . . . . . . . . . . . New Jersey Series 2015A . . . . . . . . . . . . . . . . . . Pennsylvania Series 2015A . . . . . . . . . . . . . . . . . Massachusetts Series 2012A . . . . . . . . . . . . . . . . Massachusetts Series 2012B . . . . . . . . . . . . . . . . Massachusetts Series 2012C . . . . . . . . . . . . . . . . Niagara Series 2012A . . . . . . . . . . . . . . . . . . . . . Niagara Series 2012B . . . . . . . . . . . . . . . . . . . . . Maturity 2027 2042 2042 2042 2024 2038 2045 2043 2027 2042 2042 2042 2024 Coupon 4.000% 4.625% 4.875% 4.750% 3.500% 5.000% 5.250% 5.000% 4.875% 4.875% 5.250% 5.250% 4.000% December 31, 2018 December 31, 2017 $ $ $ 20 67 82 130 35 30 90 40 — — — — — 494 $ — — — — — — 90 40 20 67 82 130 35 464 In September 2018, we completed a refinancing transaction involving the issuance by the National Finance Authority, a component unit of the Business Finance Authority of the State of New Hampshire, of $170 million aggregate principal amount of Resource Recovery Bonds Series 2018A, 2018B and 2018C ( the "New Hampshire Series”) and the issuance by the Niagara Area Development Corporation of $165 million aggregate principal amount of Solid Waste Disposal Facility Refunding Revenue Bonds Series 2018A and 2018B (the “New York Series”). The net proceeds of both issuances were loaned to us for the purpose of redeeming the outstanding principal balance of our previously outstanding Massachusetts Development Finance Agency 2012 Series bonds and Niagara Area Development Corporation Series 2012 bonds. In connection with the 2018 refinancing transaction, we recorded deferred financing costs of $3 million, which will be amortized over the term of the New Hampshire and New York Series bonds. In addition, we recorded a $3 million write-off of unamortized issuance costs associated with the previously outstanding debt which was recognized as a Loss on extinguishment of debt in our condensed consolidated statement of operations for the year ended December 31, 2018. The New Hampshire Series and New York Series bonds are our senior unsecured obligations and are not guaranteed by any of our subsidiaries. In June 2018, we completed a financing transaction involving the issuance by the Virginia Small Business Financing Authority (the “VSBFA”) of $30 million in aggregate principal amount of Solid Waste Disposal Bonds due 2038 (the “2018 Virginia Series”). The VSBFA has approved an aggregate principal amount of $50 million for issuance and $20 million remains reserved for potential future issuance at our option. The 2018 Virginia Series bonds are payable semi-annually on January 1 and July 1, of each year, beginning January 1, 2019. The Virginia Series bonds have a legal maturity of January 1, 2048 but, are subject to a mandatory tender for purchase on July 1, 2038. We utilized the net proceeds of the 2018 Virginia Series to fund certain capital expenditures at our facilities in Virginia and paying related costs of issuance. The Virginia Bonds are our senior unsecured obligations and are not guaranteed by any of our subsidiaries. Our New Jersey Series and Pennsylvania Series bonds are guaranteed by Covanta Energy. Each of the respective loan agreements for our Tax-Exempt Bonds contain customary events of default, including failure to make any payments when due, failure to perform its covenants under the respective loan agreement, and our bankruptcy or insolvency. Additionally, each of the loan agreements contains cross-default provisions that relate to our other indebtedness. Upon the occurrence of an event of default, the unpaid balance of the loan under the applicable loan agreement will become due and payable immediately. Our Tax Exempt Bonds also contain certain terms including mandatory redemption requirements in the event that (i) the respective loan agreement is determined to be invalid, or (ii) the respective bonds are determined to be taxable. In the event of a mandatory redemption of the bonds, we will have an obligation under each respective loan agreement to prepay the respective loan in order to fund the redemption. 99 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Union County EfW Facility Capital Lease Arrangement In June 2016, we extended the lease term related to the Union County EfW facility through 2053, which resulted in capital lease treatment for the revised lease. We recorded a lease liability of $104 million, calculated utilizing an incremental borrowing rate of 5.0% which is included in long-term project debt on our consolidated balance sheet. The lease includes certain periods of contingent rentals based upon plant performance as either a share of revenue or a share of plant profits. These contingent payments have been excluded from the calculation of the lease liability and instead will be treated as a period expense when incurred. As of December 31, 2018, the outstanding borrowings under the capital lease have mandatory payments remaining as follows (in millions): Future minimum payments . . . . . . . . . $ 5 $ 6 $ 6 $ 6 $ 7 $ 59 2019 2020 2021 2022 2023 Thereafter Equipment Financing Capital Lease Arrangements In 2014, we entered into equipment financing capital lease arrangements to finance the purchase of barges, railcars, containers and intermodal equipment related to our New York City contract. The lease terms range from 10 years to 12 years and the fixed interest rates range from 3.48% to 8.16%. The outstanding borrowings under the equipment financing capital lease arrangements were $64 million as of December 31, 2018, and have mandatory payments remaining as follows (in millions): Future minimum payments . . . . . . . . . . . $ 5 $ 6 $ 6 $ 6 $ 6 $ 35 2019 2020 2021 2022 2023 Thereafter Depreciation associated with these capital lease arrangements is included in Depreciation and amortization expense on our consolidated statement of operations. For additional information see Note 1. Organization and Summary of Significant Accounting Policies - Property, Plant and Equipment. PROJECT DEBT The maturities of project debt as of December 31, 2018 are as follows (in millions): Debt . . . . . . . . . . . . . . . . . . . . . . Premium and deferred 2019 2020 2021 2022 2023 $ 19 $ 8 $ 8 $ 9 $ 9 Thereafter 97 $ Total $ 150 Less: Current Portion $ (19) $ Total Noncurrent Project Debt 131 financing costs . . . . . . . . . . . . Total (1). . . . . . . . . . . . . . . . . . . . (1) Amounts include the Union Capital lease discussed above. — 19 $ $ — 8 — 8 $ — 9 $ — 9 $ $ 2 99 2 $ 152 — (19) $ $ 2 133 Project debt associated with the financing of energy-from-waste facilities is arranged by municipal entities through the issuance of tax-exempt and taxable revenue bonds or other borrowings. For those facilities we own, that project debt is recorded as a liability on our consolidated balance sheet. Generally, debt service for project debt related to Service Fee structures is the primary responsibility of municipal entities, whereas debt service for project debt related to Tip Fee structures is paid by our project subsidiary from project revenue expected to be sufficient to cover such expense. Payment obligations for our project debt associated with energy-from-waste facilities are generally limited recourse to the operating subsidiary and non-recourse to us, subject to operating performance guarantees and commitments. These obligations are typically secured by the revenue pledged under the respective indentures and by a mortgage lien and a security interest in the respective energy-from-waste facility and related assets. As of December 31, 2018, such revenue bonds were collateralized by property, plant and equipment with a net carrying value of $538 million and restricted funds held in trust of approximately $22 million. 100 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) Rates on our project debt as of December 31, 2018 were as follows: Project debt related to service fee structures due through 2035 . . . . . . . . . . . . . . . . . . . . . . . . Project debt related to tip fee structures due through 2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4.00% 5.25% 5.00% 6.20% Minimum Maximum Financing Costs All deferred financing costs are amortized to interest expense over the life of the related debt using the effective interest method. For each of the years ended December 31, 2018, 2017 and 2016 amortization of deferred financing costs included as a component of interest expense totaled $5 million, $7 million and $6 million, respectively. Capitalized Interest Interest expense paid and costs amortized to interest expense related to project financing are capitalized during the construction and start-up phase of the project. Total interest expense capitalized was as follows (in millions): Year Ended December 31, 2018 2017 2016 Capitalized interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ — $ 17 $ 26 Project Debt Included in Liabilities Held for Sale In December 2017, as part of the joint venture transaction with GIG, we announced a plan to sell a 50% indirect interest in our Dublin project. Accordingly, during the fourth quarter of 2017, we determined that the assets and liabilities associated with our Dublin EfW facility met the criteria for classification as assets held for sale. The transaction was completed in February 2018 and resulted in our loss of a controlling interest in Dublin EfW, which required the entity to be deconsolidated from our financial statements as of the sale date. For additional information see Note 3. New Business and Asset Management - Green Investment Group Limited (“GIG”) Joint Ventures. Project debt included in Liabilities held for sale on our consolidated balance sheet of December 31, 2017 is as follows: Dublin Senior Loan due 2032 (2.77% - 3.57%) ⁽¹⁾ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Less: debt discount related to Dublin Senior Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Less: deferred financing costs related to Dublin Senior Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dublin Senior Loan, net. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dublin Junior Loan due 2032 (4.23%-5.36%). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ Less: deferred financing costs related to Dublin Junior Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Dublin Junior Loan, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total project debt included in Liabilities held for sale, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 474 (10) (13) 451 60 (1) 59 510 (1) Reflects hedged fixed rates. Dublin Project Refinancing During 2014, we executed agreements for project financing totaling €375 million to fund a majority of the construction costs of the Dublin EfW facility. The project financing package included: (i) €300 million of project debt under a credit facility agreement with various lenders which consisted of a €250 million senior secured term loan (the “Dublin Senior Term Loan due 2021”) and a €50 million second lien term loan (the “Dublin Junior Term Loan due 2022”), and (ii) a €75 million convertible preferred investment (the “Dublin Convertible Preferred”), which was committed by a leading global energy infrastructure investor. On December 14, 2017, we executed agreements for project financing totaling €446 million ($534 million) to refinance the existing project debt and the Dublin Convertible Preferred. The new financing package included: (i) €396 million ($474 million) of senior secured project debt under a credit facility agreement between Dublin Waste to Energy Limited and various lenders (the “Dublin Senior Loan”) and (ii) a €50 million ($60 million) second lien term loan between Dublin Waste to Energy Group (Holdings) Limited and various lenders (the “Dublin Junior Loan”). The proceeds of the loans, along with other sources of funds, were utilized to 101 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) repay (i) Dublin Senior Term Loan due 2021, (ii) the Dublin Junior Term Loan due 2022, (iii) the Dublin Convertible Preferred and (iv) transaction related fees and expenses. During the year ended December 31, 2017, as a result of the Dublin project refinancing, we recorded the following charges to Loss on extinguishment of debt on our consolidated statement of operations: (i) a "make whole" payment on the Dublin Convertible Preferred of $41 million, (ii) $19 million of third party fees incurred in connection with the refinance and a write-off of part of the remaining deferred financing costs and (iii) unamortized debt discount and deferred financing costs of $11 million. Unamortized debt discount and deferred financing costs of $13 million related to the remaining portion of the previous debt that was considered a debt modification will continue to be amortized over the term of the refinanced debt. Debt discount and fees incurred in connection with the refinance totaling $11 million were deferred and will be amortized over the life of the refinanced debt as a debt discount. As of December 31, 2017 the Dublin project debt was classified as Liabilities held for sale on our consolidated balance sheet. For further information see Note 4. Dispositions and Assets Held for Sale. Dublin Senior Loan due 2032 As of December 31, 2017, the €396 million ($474 million) Dublin Senior Loan was fully drawn and is included in Liabilities held for sale on our consolidated balance sheet. The Dublin Senior Loan is comprised of three tranches as follows: i) a €94 million ($113 million) fixed rate Tranche A, (ii) a €167 million ($199 million) fixed rate Tranche B and (iii) a €135 million ($162 million) floating rate Tranche C. Key commercial terms of the Dublin Senior Term Loan include: • • • • • • • • Final maturity on November 24, 2032 (approximately 15 years after the operational commencement date of the facility). Scheduled repayments will be made semi-annually according to a 15-year amortization profile, beginning in 2018. The Dublin Senior Loan is pre-payable at our option, subject to potential prepayment costs under Tranche A and B. Borrowings will bear interest as follows: Tranche A: At a fixed rate equal to 3.00% Tranche B: At a fixed rate equal to 2.77% Tranche C: At the 6-month Euro Interbank Offered Rate ("EURIBOR") plus 2.15%. We entered into interest rate swap agreements in order to hedge our exposure to adverse variable interest rate fluctuations under Tranche C. The Dublin Senior Loan is a senior obligation of the project company and certain other related subsidiaries, all of which are wholly-owned by us, and is secured by a first priority lien on substantially all of the project-related assets. The Dublin Senior Term Loan is non-recourse to us and our subsidiary Covanta Energy. The Dublin Senior Loan credit agreement contains positive, negative and financial maintenance covenants that are customary for a project financing of this type. Our ability to service the Dublin Junior Loan and to make cash distributions to common equity is subject to ongoing compliance with these covenants, including maintaining a minimum debt service coverage ratio and loan life coverage ratio on the Dublin Senior Loan. Dublin Junior Loan due 2032 As of December 31, 2017, the €50 million Dublin Junior Loan ($60 million) was fully drawn and is included in Liabilities held for sale on our consolidated balance sheet. The Dublin Junior Loan is comprised of two tranches: (i) a €21 million ($25 million) floating rate Tranche A and (ii) a €29 million ($35 million) fixed rate Tranche B. Key commercial terms of the Dublin Junior Loan include: • • • • Final maturity on December 24, 2032 (one month after the maturity of the Dublin Senior Loan). Scheduled repayments will be made semi-annually according to a 15-year amortization profile, beginning in 2018. The loan is pre-payable at our option subject to potential prepayment costs under Tranche B. The loan shall also be reduced by an incremental amount equal to 10% of Excess Cashflow, as defined in the credit agreement, on each of the Repayment Dates occurring between October 31, 2026 through April 30, 2029 and 20% of Excess Cashflow thereafter. Tranche A borrowings will bear interest at the 6-month Euro Interbank Offered Rate ("EURIBOR") plus 4.50% Tranche B borrowings will bear interest at a fixed rate equal to 5.358%. 102 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) • • The Dublin Junior Loan is a junior obligation of the project company and certain other related subsidiaries, all of which are wholly-owned by us, and is secured by a second priority lien on substantially all of the project-related assets and a first priority lien on the assets of the top tier project holding company. The Dublin Junior Loan is non-recourse to us and our subsidiary Covanta Energy. Under the Dublin Junior Loan credit agreement, our ability to make cash distributions to common equity is subject to ongoing compliance with the covenants under the agreement, including maintaining a minimum debt service coverage ratio on the Dublin Junior Loan. NOTE 17. COMMITMENTS AND CONTINGENCIES We and/or our subsidiaries are party to a number of claims, lawsuits and pending actions, most of which are routine and all of which are incidental to our business. We assess the likelihood of potential losses on an ongoing basis to determine whether losses are considered probable and reasonably estimable prior to recording an estimate of the outcome. If we can only estimate the range of a possible loss, an amount representing the low end of the range of possible outcomes is recorded. The final consequences of these proceedings are not presently determinable with certainty. As of December 31, 2018 and 2017, accruals for our loss contingencies approximated $16 million and $18 million, respectively. Environmental Matters Our operations are subject to environmental regulatory laws and environmental remediation laws. Although our operations are occasionally subject to proceedings and orders pertaining to emissions into the environment and other environmental violations, which may result in fines, penalties, damages or other sanctions, we believe that we are in substantial compliance with existing environmental laws and regulations. We may be identified, along with other entities, as being among parties potentially responsible for contribution to costs associated with the correction and remediation of environmental conditions at disposal sites subject to federal and/or analogous state laws. In certain instances, we may be exposed to joint and several liabilities for remedial action or damages. Our liability in connection with such environmental claims will depend on many factors, including our volumetric share of waste, the total cost of remediation, and the financial viability of other companies that also sent waste to a given site and, in the case of divested operations, the contractual arrangement with the purchaser of such operations. The potential costs related to the matters described below and the possible impact on future operations are uncertain due in part to the complexity of governmental laws and regulations and their interpretations, the varying costs and effectiveness of cleanup technologies, the uncertain level of insurance or other types of recovery and the questionable level of our responsibility. Although the ultimate outcome and expense of any litigation, including environmental remediation, is uncertain, we believe that the following proceedings will not have a material adverse effect on our consolidated results of operations, financial position or cash flows. Lower Passaic River Matter. In August 2004, the United States Environmental Protection Agency (the “EPA”) notified our subsidiary, Covanta Essex Company (“Essex”), that it was a potentially responsible party (“PRP”) for Superfund response actions in the Lower Passaic River Study Area (“LPRSA”), a 17 mile stretch of river in northern New Jersey. Essex’s LPRSA costs to date are not material to its financial position and results of operations; however, to date the EPA has not sought any LPRSA remedial costs or natural resource damages against PRPs. In March 2016, the EPA released the Record of Decision (“ROD”) for its Focused Feasibility Study of the lower 8 miles of the LPRSA; the EPA’s selected remedy includes capping/dredging of sediment, institutional controls and long-term monitoring. In June 2018, PRP Occidental Chemical Corporation (“OCC”) filed a federal Superfund lawsuit against 120 PRPs including Essex with respect to past and future response costs expended by OCC with respect to the LPRSA. The Essex facility started operating in 1990 and Essex does not believe there have been any releases to the LPRSA, but in any event believes any releases would have been de minimis considering the history of the LPRSA; however, it is not possible at this time to predict that outcome or to estimate the range of possible loss relating to Essex’s liability in the matter, including for LPRSA remedial costs and/or natural resource damages. Tulsa Matter. In January 2016, we were informed by the United States Attorney’s Office for the Northern District of Oklahoma (“US Attorney’s Office”) that our subsidiary, Covanta Tulsa Renewable Energy LLC (“Covanta Tulsa”), was the target of a criminal investigation being conducted by the EPA. The investigation related to alleged improprieties in the recording and reporting of emissions data during an October 2013 incident involving one of the three municipal waste combustion units at our Tulsa, Oklahoma facility. In October 2018, Covanta Tulsa entered into a Non‐Prosecution Agreement (“NPA”) with the US Attorney’s Office, pursuant to which no charges will be filed if, for a period of one year, Covanta Tulsa satisfies the requirements of the NPA, including 103 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) that it comply with applicable laws and regulations. As part of the NPA, Covanta Tulsa also made a $200,000 community service payment to the Oklahoma Department of Environmental Quality to fund air quality and environmental efforts in Oklahoma. Other Matters China Indemnification Claims Subsequent to completing the exchange of our project ownership interests in China for a 15% ownership interest in Sanfeng Environment, Sanfeng Environment made certain claims for indemnification under the agreement related to the condition of the facility in Taixing. In February 2018, we made a settlement payment of $7 million related to this claim. Durham-York Contractor Arbitration In January 2019, the arbitrator issued a decision regarding outstanding disputes with our primary contractor for the Durham-York construction project, which related to: (i) claims by the contractor for the balance of the contract price withheld, change orders, delay damages and other expense reimbursement and (ii) claims by us for charges and liquidated damages for project completion delays. Our results as of and for the year ended December 31, 2018 reflected an adjustment to our previous estimate for this settlement, including interest and fees which was not material to our results of operations. Other Commitments Other commitments as of December 31, 2018 were as follows (in millions): Letters of credit issued under the Revolving Credit Facility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Surety bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Total other commitments — net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ $ 239 180 419 The letters of credit were issued to secure our performance under various contractual undertakings related to our domestic and international projects or to secure obligations under our insurance program. Each letter of credit relating to a project is required to be maintained in effect for the period specified in related project contracts, and generally may be drawn if it is not renewed prior to expiration of that period. We believe that we will be able to fully perform under our contracts to which these existing letters of credit relate, and that it is unlikely that letters of credit would be drawn because of a default of our performance obligations. If any of these letters of credit were to be drawn by the beneficiary, the amount drawn would be immediately repayable by us to the issuing bank. If we do not immediately repay such amounts drawn under letters of credit issued under the Revolving Credit Facility, unreimbursed amounts would be treated under the Credit Facilities as either additional term loans or as revolving loans. The surety bonds listed in the table above relate primarily to construction and performance obligations and support for other obligations, including closure requirements of various energy projects when such projects cease operating. Were these bonds to be drawn upon, we would have a contractual obligation to indemnify the surety company. We have certain contingent obligations related to our Senior Notes and Tax-Exempt Bonds. Holders may require us to repurchase their Senior Notes and Tax-Exempt Bonds if a fundamental change occurs. For specific criteria related to the redemption features of the Senior Notes and Tax-Exempt Bonds, see Note 16. Consolidated Debt. We have issued or are party to guarantees and related contractual support obligations undertaken pursuant to agreements to construct and operate waste and energy facilities. For some projects, such performance guarantees include obligations to repay certain financial obligations if the project revenue is insufficient to do so, or to obtain or guarantee financing for a project. With respect to our businesses, we have issued guarantees to public sector clients and other parties that our subsidiaries will perform in accordance with contractual terms, including, where required, the payment of damages or other obligations. Additionally, damages payable under such guarantees for our energy-from-waste facilities could expose us to recourse liability on project debt. If we must perform under one or more of such guarantees, our liability for damages upon contract termination would be reduced by funds held in trust and proceeds from sales of the facilities securing the project debt and is presently not estimable. Depending upon the circumstances giving rise to such damages, the contractual terms of the applicable contracts, and the contract counterparty’s choice of remedy at the time a claim against a guarantee is made, the amounts owed pursuant to one or more of such guarantees could be greater than our then-available sources of funds. To date, we have not incurred material liabilities under such guarantees. 104 COVANTA HOLDING CORPORATION AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued) New York City Contract Investments We expect to incur a total of approximately $35 million of capital expenditures, primarily for transportation equipment related to our New York City waste transport and disposal contract, for additional information see Note 3. New Business and Asset Management . As of December 31, 2018, we have incurred $13 million of these expenditures which is included in Purchase of property, plant and equipment on our consolidated statement of cash flows for the year ended December 31, 2018. NOTE 18. QUARTERLY DATA (UNAUDITED) The following table presents quarterly unaudited financial data for the periods presented on the consolidated statements of operations (in millions, except per share amounts): March 31, June 30, September 30, December 31, 2018 2017 2018 2017 2018 2017 2018 2017 Quarter Ended Operating revenue . . . . . . . . . . . . . . Operating income (loss). . . . . . . . . . Net income (loss). . . . . . . . . . . . . . . Earnings (loss) per share: Basic . . . . . . . . . . . . . . . . . . . . . . . Diluted. . . . . . . . . . . . . . . . . . . . . . $ $ $ $ $ 458 20 201 1.55 1.53 $ $ $ $ $ 404 $ 454 $ (23) $ (52) $ (18) $ (31) $ 424 20 $ $ 456 2 $ $ (37) $ (27) $ (0.41) $ (0.24) $ (0.28) $ (0.21) $ (0.41) $ (0.24) $ (0.28) $ (0.21) $ 429 46 15 0.11 0.11 $ $ $ $ $ 500 59 9 0.07 0.07 $ $ $ $ $ 495 58 131 1.02 1.01 Net income for the quarter ended March 31, 2018 includes a $204 million gain on the loss of our controlling interest in Dublin EfW. See Note 3. New Business and Asset Management and Note 4. Dispositions and Assets Held for Sale for further information. Net income for the quarter ended December 31, 2017 includes a net benefit of $183 million or $1.39 per diluted share associated with the enactment of the Tax Cuts and Jobs Act discussed further in Note 11. Income Taxes. Schedule II — Valuation and Qualifying Accounts Receivables Valuation and Qualifying Accounts Description Reserves for doubtful accounts: Year ended December 31, 2018 . . . . . . . . . . Year ended December 31, 2017 . . . . . . . . . . Year ended December 31, 2016 . . . . . . . . . . Deferred tax valuation allowance: Year ended December 31, 2018 . . . . . . . . . . Year ended December 31, 2017 . . . . . . . . . . Year ended December 31, 2016 . . . . . . . . . . $ $ $ $ $ $ Additions Balance Beginning of Year Charged to Costs and Expense Charged to Other Accounts (In millions) Deductions Balance at End of Period 14 9 7 77 71 73 $ $ $ $ $ $ 2 9 3 6 16 9 $ $ $ $ $ $ — $ — $ — $ (4) $ (2) $ (4) $ 8 4 1 $ $ $ (6) $ (8) $ (7) $ 8 14 9 73 77 71 105 Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE There were no disagreements with accountants on accounting and financial disclosure. Item 9A. CONTROLS AND PROCEDURES Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of Covanta’s disclosure controls and procedures, as required by Rule 13a-15(b) and 15d-15(b) under the Securities Exchange Act of 1934 (the “Exchange Act”) as of December 31, 2018. Our disclosure controls and procedures are designed to reasonably assure that information required to be disclosed by us in reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure and is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our Chief Executive Officer and Chief Financial Officer have concluded that, based on their reviews, our disclosure controls and procedures are effective to provide such reasonable assurance. Our management, including our Chief Executive Officer and Chief Financial Officer, believes that any disclosure controls and procedures or internal controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must consider the benefits of controls relative to their costs. Inherent limitations within a control system include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by unauthorized override of the control. While the design of any system of controls is to provide reasonable assurance of the effectiveness of disclosure controls, such design is also based in part upon certain assumptions about the likelihood of future events, and such assumptions, while reasonable, may not take into account all potential future conditions. Accordingly, because of the inherent limitations in a cost effective control system, misstatements due to error or fraud may occur and may not be prevented or detected. Our management has conducted an assessment of its internal control over financial reporting as of December 31, 2018 as required by Section 404 of the Sarbanes-Oxley Act. Management’s report on our internal control over financial reporting is included on page 104. The Independent Registered Public Accounting Firm’s report with respect to the effectiveness of our internal control over financial reporting is included on page 105. Management has concluded that internal control over financial reporting is effective as of December 31, 2018. Changes in Internal Control over Financial Reporting There has not been any change in our system of internal control over financial reporting during the quarter ended December 31, 2018 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting. 106 Management’s Report on Internal Control over Financial Reporting The management of Covanta Holding Corporation (“Covanta”) is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). All internal control systems, no matter how well designed, have inherent limitations including the possibility of human error and the circumvention or overriding of controls. Further, because of changes in conditions, the effectiveness of internal controls may vary over time. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even those systems determined to be effective can provide us only with reasonable assurance with respect to financial statement preparation and presentation. Covanta’s management has assessed the effectiveness of internal control over financial reporting as of December 31, 2018, following the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control - Integrated Framework (2013 Framework). Based on our assessment under the framework in Internal Control - Integrated Framework (2013 Framework), Covanta’s management has concluded that our internal control over financial reporting was effective as of December 31, 2018. Our independent auditors, Ernst & Young LLP, have issued an attestation report on our internal control over financial reporting. This report appears on page 105 of this report on Form 10-K for the year ended December 31, 2018. /s/ Stephen J. Jones Stephen J. Jones President and Chief Executive Officer /s/ Bradford J. Helgeson Bradford J. Helgeson Executive Vice President and Chief Financial Officer February 19, 2019 107 Report of Independent Registered Public Accounting Firm To the Board of Directors and Stockholders of Covanta Holding Corporation Opinion on Internal Control over Financial Reporting We have audited Covanta Holding Corporation and subsidiaries' internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Covanta Holding Corporation and subsidiaries (the Company) maintained, in all material aspects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), consolidated balance sheets of the Company as of December 31, 2018 and 2017, and the related consolidated statements of operations, comprehensive income (loss), equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedule listed in the Index at Item 15a of the Company and our report dated February 19, 2019 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCOAB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Iselin, New Jersey February 19, 2019 108 Item 9B. OTHER INFORMATION None. Item 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE PART III Information regarding our executive officers is incorporated by reference herein from the discussion under Item 1. Business — Executive Officers of this Annual Report on Form 10-K. We have a Code of Conduct and Ethics for Senior Financial Officers and a Policy of Business Conduct. The Code of Conduct and Ethics applies to our Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Controller or persons performing similar functions. The Policy of Business Conduct applies to all of our directors, officers and employees and those of our subsidiaries. Both the Code of Conduct and Ethics and the Policy of Business Conduct are posted on our website at www.covanta.com on the Corporate Governance page. We will post on our website any amendments to or waivers of the Code of Conduct and Ethics or Policy of Business Conduct for executive officers or directors, in accordance with applicable laws and regulations. The remaining information called for by this Item 10 is incorporated by reference herein from the discussions under the headings “Election of Directors,” “Board Structure and Composition — Committees of the Board,” and “Security Ownership of Certain Beneficial Owners and Management — Section 16(a) Beneficial Ownership Reporting Compliance” in our definitive Proxy Statement for the 2019 Annual Meeting of Stockholders. Item 11. EXECUTIVE COMPENSATION The information required by Item 11 of Form 10-K is incorporated by reference herein from the discussions under the headings “Compensation Committee Report,” “Board Structure and Composition — Compensation of the Board,” and “Executive Compensation” in our definitive Proxy Statement for the 2019 Annual Meeting of Stockholders. Item 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 of Form 10-K is incorporated by reference herein from the discussion under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Equity Compensation Plan Information” in our definitive Proxy Statement for the 2019 Annual Meeting of Stockholders. Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 of Form 10-K is incorporated by reference herein from the discussions under the headings “Board Structure and Composition” and “Certain Relationships and Related Person Transactions” in the definitive Proxy Statement for the 2019 Annual Meeting of Stockholders. Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 of Form 10-K is incorporated by reference herein from the discussion under the heading “Independent Registered Public Accountant Fees” in the definitive Proxy Statement for the 2019 Annual Meeting of Stockholders. PART IV Item 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES (a) Documents filed as part of this report: (1) Consolidated Financial Statements of Covanta Holding Corporation: Included in Part II of this Report: Consolidated Statements of Operations for the years ended December 31, 2018, 2017 and 2016 Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2018, 2017 and 2016 Consolidated Balance Sheets as of December 31, 2017 and 2016 Consolidated Statements of Cash Flows for the years ended December 31, 2018, 2017 and 2016 Consolidated Statements of Equity for the years ended December 31, 2018, 2017 and 2016 Notes to Consolidated Financial Statements, for the years ended December 31, 2018, 2017 and 2016 Report of Ernst & Young LLP, Independent Registered Public Accounting Firm, on the consolidated financial statements of Covanta Holding Corporation for the years ended December 31, 2018, 2017 and 2016 109 (2) Financial Statement Schedules of Covanta Holding Corporation: Included in Part II of this report: Schedule II — Valuation and Qualifying Accounts All other schedules are omitted because they are not applicable, not significant or not required, or because the required information is included in the financial statement notes thereto. (3) Exhibits: Exhibit No. Description Articles of Incorporation and By-Laws. EXHIBIT INDEX Restated Certificate of Incorporation of Covanta Holding Corporation (incorporated herein by reference to Exhibit 3.1 of Covanta Holding Corporation’s Current Report on Form 8-K dated January 19, 2007 and filed with the SEC on January 19, 2007). Amended and Restated Bylaws of Covanta Holding Corporation, effective September 19, 2013 (incorporated herein by reference to Exhibit 3.1(ii) of Covanta Holding Corporation’s Current Report on Form 8-K dated September 19, 2013 filed with the SEC on September 20, 2013). 3.1†. . . . . . 3.2†. . . . . . Instruments Defining Rights of Security Holders, Including Indentures. 4.1†. . . . . . Registration Rights Agreement dated November 8, 2002 among Covanta Holding Corporation and SZ Investments, L.L.C. (incorporated herein by reference to Exhibit 10.6 of Covanta Holding Corporation’s Annual Report on Form 10-K for the year ended December 27, 2002 and filed with the SEC on March 27, 2003). Registration Rights Agreement between Covanta Holding Corporation, D.E. Shaw Laminar Portfolios, L.L.C., SZ Investments, L.L.C., and Third Avenue Trust, on behalf of The Third Avenue Value Fund Series, dated December 2, 2003 (incorporated herein by reference to Exhibit 4.1 of Covanta Holding Corporation’s Current Report on Form 8-K dated December 2, 2003 and filed with the SEC on December 5, 2003). Indenture dated as of January 18, 2007 between Covanta Holding Corporation and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 of Covanta Holding Corporation’s Registration Statement on Form S-3 (Reg. No. 333-140082) filed with the SEC on January 19, 2007). Third Supplemental Indenture dated as of March 19, 2012 between Covanta Holding Corporation and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 of Covanta Holding Corporation’s Current Report on Form 8-K dated March 19, 2012 and filed with the SEC on March 19, 2012). 4.2†. . . . . . 4.3†. . . . . . 4.4† 4.5†. . . . . . Fourth Supplemental Indenture dated as of March 6, 2014 between Covanta Holding Corporation and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 of Covanta Holding Corporation’s Current Report on Form 8-K dated March 6, 2014 and filled with the SEC on March 6, 2014). 4.6† Fifth Supplemental Indenture dated as of March 16, 2017 between Covanta Holding Corporation and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 of Covanta Holding Corporation’s Current Report on Form 8-K dated March 16, 2017 and filled with the SEC on March 16, 2017). 4.7†. . . . . . Sixth Supplemental Indenture dated as of October 18, 2018 between Covanta Holding Corporation and Wells Fargo Bank, National Association, as trustee (incorporated herein by reference to Exhibit 4.2 of Covanta Holding Corporation’s Current Report on Form 8-K dated October 18, 2018 and filed with the SEC on October 18, 2018). Material Contracts. 10.1†* . . . Covanta Energy Savings Plan, as amended by December 2003 amendment (incorporated herein by reference to Exhibit 10.25 of Covanta Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2004 and filed with the SEC on March 16, 2005). Rehabilitation Plan Implementation Agreement, dated January 11, 2006, by and between John Garamendi, Insurance Commissioner of the State of California, in his capacity as Trustee of the Mission Insurance Company Trust, the Mission National Insurance Company Trust and the Enterprise Insurance Company Trust, on the one hand, and Covanta Holding Corporation, on the other hand (incorporated herein by reference to Exhibit 10.1 of Covanta Holding Corporation’s Current Report on Form 8-K dated March 2, 2006 and filed with the SEC on March 6, 2006). Amendment to Rehabilitation Plan Implementation Agreement, accepted and agreed to on March 17, 2006 (incorporated herein by reference to Exhibit 10.1 of Covanta Holding Corporation’s Current Report on Form 8-K dated March 17, 2006 and filed with the SEC on March 20, 2006). 10.2† . . . . 10.3† . . . . 110 Amendment to Agreement Regarding Closing (Exhibit A to the Rehabilitation Plan Implementation Agreement), dated January 10, 2006, by and between John Garamendi, Insurance Commissioner of the State of California, in his capacity as Trustee of the Mission Insurance Company Trust, the Mission National Insurance Company Trust, and the Enterprise Insurance Company Trust, on the one hand, and Covanta Holding Corporation, on the other hand (incorporated herein by reference to Exhibit 10.2 of Covanta Holding Corporation’s Current Report on Form 8-K dated March 2, 2006 and filed with the SEC on March 6, 2006). 10.4† . . . . 10.5 . . . . . Pledge and Security Agreement, dated as of August 21, 2018, between each of Covanta Energy Corporation and the other grantors party thereto, and Bank of America, N.A., as Collateral Agent. Intercompany Subordination Agreement, dated as of August 21, 2018, among Covanta Energy Corporation, Covanta Holding Corporation, certain subsidiaries of Covanta Energy Corporation, as Guarantor Subsidiaries, certain other subsidiaries of Covanta Energy Company, as non-guarantor subsidiaries, and Bank of America, N.A., as Administrative Agent. Form of Covanta Holding Corporation Indemnification Agreement, entered into with each Director and Officer (incorporated herein by reference to Exhibit 10.1 of Covanta Holding Corporation’s Current Report on Form 8-K dated December 6, 2007 and filed with the SEC on December 12, 2007. Equity Commitment for Rights Offering between Covanta Holding Corporation and SZ Investments L.L.C. dated February 1, 2005 (incorporated herein by reference to Exhibit 10.2 of Covanta Holding Corporation’s Current Report on Form 8-K dated January 31, 2005 and filed with the SEC on February 2, 2005). Equity Commitment for Rights Offering between Covanta Holding Corporation and EGI-Fund (05-07) Investors, L.L.C. dated February 1, 2005 (incorporated herein by reference to Exhibit 10.3 of Covanta Holding Corporation’s Current Report on Form 8-K dated January 31, 2005 and filed with the SEC on February 2, 2005). 10.6 10.7† . . . . 10.8† . . . . 10.9† . . . . 10.10† Loan Agreement, dated as of August 29, 2018, by and between Covanta Holding Corporation and the Niagara Development Corporation (incorporated by reference to Exhibit 1.2 of Covanta Holding Corporation's Current Report on Form 8-K dated August 30, 2018 and filed with the SEC on August 30, 2018). 10.11† . . . Loan Agreement, dated as of August 29, 2018, by and between Covanta Holding Corporation and the New Hampshire National Finance Authority (incorporated herein by reference to Exhibit 1.1 of Covanta Holding Corporation's Current Report on Form 8-K dated August 30, 2018 and filed with the SEC on August 30, 2018). Agreement, dated as of August 22, 2013, by and among Covanta Holding Corporation and John M. Huff, as Director of the Missouri Department of Insurance, Financial Institutions and Professional Registration (the "Trustee") solely in his capacity as trustee and statutory receiver of the Mission Reinsurance Corporation Trust and the Holland-America Insurance Company Trust (incorporated herein by reference to Exhibit 10.1 of Covanta Holding Corporation's Quarterly Report on Form 10-Q dated October 24, 2013 and filed with the SEC on October 24, 2013). 10.12† . . . 10.13†* . . Covanta Holding Corporation 2014 Equity Award Plan (incorporated herein by reference to Exhibit 4.1 of Covanta Holding Corporation’s Registration Statement on Form S-8 filed with the SEC on May 8, 2014). 10.14†* . . Form of Covanta Holding Corporation Stock Option Agreement for Employees and Officers (incorporated herein by reference to Exhibit 4.3 of Covanta Holding Corporation’s Registration Statement on Form S-8 filed with the SEC on May 7, 2008). 10.15†* . . Form of Growth Equity Award Agreement (incorporated herein by reference to Exhibit 10.1 of Covanta Holding Corporation’s Current Report on Form 8-K dated February 24, 2010 and filed with the SEC on March 2, 2010). 10.16†* . . Covanta Energy Corporation Senior Officers Severance Plan (incorporated herein by reference to Exhibit 10.2 of Covanta Holding Corporation’s Current Report on Form 8-K dated February 24, 2010 and filed with the SEC on March 2, 2010). 10.17†* . . Form of Covanta Holding Corporation Restricted Stock Award Agreement for Directors (incorporated by reference to Exhibit 10.25 of Covanta Holding Corporation’s Annual Report on Form 10-K filed with the SEC on February 16, 2018). 10.18†* . . 10.19†* . . 10.20†* . . Form of Covanta Holding Corporation TSR Award Agreement for Employees and Officers (incorporated herein by reference to Exhibit 10.4 of Covanta Holding Corporation's Quarterly Report on Form 10-QA dated August 11, 2014 and filed with the SEC on August 11, 2014). Form of Covanta Holding Corporation Stock Option Award Agreement for Directors (incorporated herein by reference to Exhibit 10.5 of Covanta Holding Corporation's Quarterly Report on Form 10-QA dated August 11, 2014 and filed with the SEC on August 11, 2014). Form of Covanta Holding Corporation Restricted Stock Unit Agreement for Directors (incorporated herein by reference to Exhibit 10.35 of Covanta Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 and filed with the SEC on February 28, 2017). 111 Second Amended and Restated Credit and Guaranty Agreement, dated as of August 21, 2018, among Covanta Energy, LLC, Covanta Holding Corporation, certain subsidiaries of Covanta Energy, LLC, as guarantors, the lenders party thereto, Bank of America, N.A., as Administrative Agent, Collateral Agent and Issuing Bank, Credit Agricole Corporate and Investment Bank, JPMorgan Chase Bank, Citizens Bank, N.A. MUFG Union Bank, N.A and Sumitomo Mitsui Banking Corporation as Syndication Agents, and TD Bank, N.A., Capital One, National Association, Cobank, ACB and Compass Bank , as Co- Documentation Agents (incorporated herein by reference to Exhibit 10.1 of Covanta Holding Corporation's Current Report on Form 8-K dated August 21, 2018 and filed with the SEC on August 21, 2018). Offer Letter from Covanta Holding Corporation to Stephen J. Jones dated January 5, 2015 (incorporated herein by reference to Exhibit 10.1 of Covanta Holding Corporation’s Current Report on Form 8-K dated January 5, 2015 and filed with the SEC on January 5, 2015). Offer Letter from Covanta Holding Corporation to Michael J. de Castro dated May 12, 2015 (incorporated herein by reference to Exhibit 10.1 of Covanta Holding Corporation’s Current Report on Form 8-K dated June 2, 2015 and filed with the SEC on June 2, 2015). Form of Covanta Holding Corporation 2014 Equity Award Plan Performance Share Award Agreement for Employees and Officers (incorporated herein by reference to Exhibit 10.1 of Covanta Holding Corporation's Current Report on Form 8-K dated March 2, 2016 and filed with the SEC on March 3, 2016). Form of Covanta Holding Corporation Restricted Stock Award Agreement for Senior Officers (incorporated herein by reference to Exhibit 10.34 of Covanta Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 and filed with the SEC on February 28, 2017). 10.21† . . . 10.22†* . . 10.23†* . . 10.24†* . . 10.25†* . . 10.26†* . . Form of Covanta Holding Corporation Restricted Stock Unit Agreement for Senior Officers (incorporated herein by reference to Exhibit 10.35 of Covanta Holding Corporation’s Annual Report on Form 10-K for the year ended December 31, 2016 and filed with the SEC on February 28, 2017). Other. 21.1. . . . . . Subsidiaries of the Registrant 23.1. . . . . . Consent of Independent Registered Public Accounting Firm 31.1. . . . . . Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 by the Chief Executive Officer. 31.2. . . . . . Certification pursuant to Section 302 of Sarbanes-Oxley Act of 2002 by the Chief Financial Officer. 32 . . . . . . . Certification of periodic financial report pursuant to Section 906 of Sarbanes-Oxley Act of 2002 by the Chief Executive Officer and Chief Financial Officer. 101.INS . . XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH . . XBRL Taxonomy Extension Schema 101.CAL. . XBRL Taxonomy Calculation Linkbase 101.LAB. . XBRL Taxonomy Extension Labels Linkbase 101.PRE . . XBRL Taxonomy Extension Presentation Linkbase 101.DEF . . XBRL Taxonomy Extension Definition Document † * Not filed herewith, but incorporated herein by reference. Management contract or compensatory plan or arrangement. Pursuant to paragraph 601(b)(4)(iii)(A) of Regulation S-K, the registrant has omitted from the foregoing list of exhibits, and hereby agrees to furnish to the Securities and Exchange Commission, upon its request, copies of certain instruments, each relating to long-term debt not exceeding 10% of the total assets of the registrant and its subsidiaries on a consolidated basis. (b) Exhibits: See list of Exhibits in this Part IV, Item 15(a)(3) above. (c) Financial Statement Schedules: See Part IV, Item 15(a)(2) above. 112 Pursuant to the requirements of Section 13 or 15(d) 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. SIGNATURES COVANTA HOLDING CORPORATION (Registrant) By: /S/ STEPHEN J. JONES Stephen J. Jones President and Chief Executive Officer Date: February 19, 2019 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name /S/ STEPHEN J. JONES Stephen J. Jones /S/ BRADFORD J. HELGESON Bradford J. Helgeson /S/ MANPREET S. GREWAL Manpreet S. Grewal /S/ SAMUEL ZELL Samuel Zell /S/ DAVID M. BARSE David M. Barse /S/ RONALD J. BROGLIO Ronald J. Broglio /S/ PETER C. B. BYNOE Peter C. B. Bynoe /S/ LINDA J. FISHER Linda J. Fisher /S/ JOSEPH M. HOLSTEN Joseph M. Holsten /S/ OWEN MICHAELSON Owen Michaelson /S/ DANIELLE PLETKA Danielle Pletka /S/ MICHAEL W. RANGER Michael W. Ranger /S/ ROBERT S. SILBERMAN Robert S. Silberman /S/ JEAN SMITH Jean Smith Title Date President and Chief Executive Officer and Director (Principal Executive Officer) February 19, 2019 Executive Vice President, Chief Financial Officer (Principal Financial Officer) February 19, 2019 Vice President and Chief Accounting Officer (Principal Accounting Officer) February 19, 2019 Chairman of the Board February 19, 2019 Director Director Director Director Director Director Director Director Director Director 113 February 19, 2019 February 19, 2019 February 19, 2019 February 19, 2019 February 19, 2019 February 19, 2019 February 19, 2019 February 19, 2019 February 19, 2019 February 19, 2019 [This Page Intentionally Left Blank] [This Page Intentionally Left Blank] [This Page Intentionally Left Blank] covanta.comcovanta.comcovanta.comcovanta.comcovanta.comcovanta.comGHGGHGLearn more.covanta.comcovanta.comSetting Company Records InWaste ProcessingMetal RecoveryClean Energy GenerationGreenhouse Gas ReductionSafety PerformanceEnvironmental PerformanceFinancial Performance Business Developmentcovanta.com

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