Covanta Reports Positive 2Q Revenues but Earnings Decline

Date: July 25, 2007

Source: Covanta Holding Corporation

Covanta Holding Corporation Reports 2007 Second Quarter Results

Reaffirms 2007 Guidance

Covanta Holding Corporation (NYSE: CVA) reported financial results today for the three months ended June 30, 2007. Diluted earnings per share was $0.24 in the second quarter of 2007, which included a net benefit of $0.03 per diluted share from insurance recoveries and expenses relating to a fire at the SEMASS facility which occurred in the first quarter of 2007. These results compare to diluted earnings per share of $0.35 in the prior year period, which included a net benefit of $0.09 per diluted share for certain items impacting the results of the Company.

Second Quarter Results

For the three months ended June 30, 2007 total Company operating revenues grew 6 percent to $355 million, up from $334 million in the prior year comparative period.

The Company's domestic waste and energy operating revenues grew 5 percent to $301 million, driven primarily by contractual service fee escalations, construction revenues related to the Hillsborough County facility expansion and two facilities added to the company's portfolio this year; the Harrisburg Energy-from-Waste facility and the Holliston transfer station. International revenues of $52 million grew by 17 percent primarily due to higher electricity sales at both Indian facilities.

Adjusted EBITDA at the Company's principal subsidiary Covanta Energy Corporation ("Covanta Energy") was $141 million in the second quarter while Covanta's Cash Flow Provided by Operating Activities ("Operating Cash Flow") was $86 million for the three months ended June 30, 2007.

Six Months Results

For the six months ended June 30, 2007, total Company operating revenues rose 7 percent to $685 million. Covanta Energy's Adjusted EBITDA was $246 million while Covanta's Operating Cash Flow was $143 million for the year-to- date period.

"The second quarter was marked by solid operating performance and tangible progress on our growth initiatives that position us to take advantage of promising opportunities around the world," said Anthony Orlando, President and Chief Executive Officer of Covanta. "Notably, we signed a 10 year agreement to operate the Harrisburg Energy-from-Waste facility, completed our joint venture to enter the Energy-from-Waste market in China, announced the acquisition of two biomass renewable energy facilities in California, and received a Letter of Intent to design, build and operate a 1,700 ton per day Energy-from-Waste facility in Dublin, Ireland."

2007 Guidance

The Company is reaffirming its full year 2007 guidance for the following key metrics:

  • --Covanta Energy Adjusted EBITDA in the range of $545 million to $565 million; and
  • --Covanta diluted earnings per share in the range of $0.65 to $0.75.

To provide additional clarity as to Covanta's cash flow generated and available to grow its business and repay debt, the Company is for the first time providing full year 2007 guidance for Covanta's Operating Cash Flow, together with information regarding how the company has utilized its cash flow for these purposes. This key metric, which is a GAAP metric, is provided in lieu of Free Cash Flow, a non-GAAP metric which was previously furnished.

The Company is providing full year 2007 guidance for Operating Cash Flow:

  • --Covanta's Operating Cash Flow in the range of $345 million to $375 million.

Conference Call Information

Covanta will host a conference call at 8:30 am (Eastern) on Thursday, July 26, 2007 to discuss its results for the three months ended June 30, 2007. Prepared remarks will be followed by a question-and-answer session. To participate, please dial 800-475-3716 approximately 10 minutes prior to the scheduled start of the call. If you are calling from outside of the United States, please dial 719-457-2728. The conference call will also be webcast live on the Investor Relations section of the Covanta website at www.covantaholding.com.

A replay of the conference call will be available from 11:00 am (Eastern) on Thursday, July 26, 2007 through midnight (Eastern) Thursday, August 2, 2007. To access the replay, please dial 888-203-1112 or 719-457-0820 and use the replay pass code: 7109495. The webcast will also be archived on www.covantaholding.com.

About Covanta

Covanta is a New York Stock Exchange listed company engaging in waste disposal, energy services and specialty insurance through its subsidiaries. Covanta's subsidiary, Covanta Energy, is an internationally recognized owner and operator of energy-from-waste and power generation projects. Covanta Energy's energy-from-waste facilities convert municipal solid waste into renewable energy for numerous communities, predominantly in the United States.

      Covanta Holding Corporation                                    Exhibit 1
      Condensed Consolidated Statements of Operations


                                       Three Months Ended   Six Months Ended
                                            June 30,            June 30,
                                         2007    2006 (A)    2007    2006 (A)
                            (Unaudited in thousands, except per share amounts)

       Operating revenues
        Waste and service revenues     $218,040  $213,501  $416,951  $404,870
        Electricity and steam sales     126,815   116,413   240,481   225,591
        Other operating revenues         10,285     4,222    27,917     9,031
         Total operating revenues       355,140   334,136   685,349   639,492

       Operating expenses
        Plant operating expenses        199,561   175,696   401,568   362,245
        Depreciation and amortization
         expense                         48,436    48,838    96,479    95,235
        Net interest expense on project
         debt                            13,886    15,293    28,491    31,291
        General and administrative
         expenses                        20,029    16,101    42,221    34,305
        Write-down of assets, net
         of insurance recoveries (B)    (13,341)      -       4,925       -
        Other operating expenses          9,357     1,520    26,173     4,210
         Total operating expenses       277,928   257,448   599,857   527,286

       Operating income                  77,212    76,688    85,492   112,206

       Other income (expense)
        Investment income                 1,819     2,915     7,003     5,318
        Interest expense                (14,718)  (27,361)  (35,978)  (55,844)
        Loss on extinguishment of
         debt (C)(D)                        -      (6,795)  (32,006)   (6,795)
          Total other expenses          (12,899)  (31,241)  (60,981)  (57,321)

       Income before income tax
        expense, minority interests
        and equity in net income from
        unconsolidated investments       64,313    45,447    24,511    54,885
       Income tax expense               (28,822)   (6,662)  (10,646)  (10,925)
       Minority interests                (2,091)   (2,279)   (3,489)   (2,879)
       Equity in net income from
        unconsolidated investments        4,316    14,672     9,422    21,515

       Net Income                       $37,716   $51,178   $19,798   $62,596
       Earnings Per Share:
       Basic                              $0.25     $0.35     $0.13     $0.43
       Weighted Average Shares          152,983   146,343   152,234   144,872

       Diluted                            $0.24     $0.35     $0.13     $0.43
       Weighted Average Shares          154,307   147,087   153,603   146,423


    (A) Certain prior period amounts have been reclassified to conform to
        current period presentation.

    (B) On March 31, 2007, the SEMASS energy-from-waste facility experienced a
        fire in the front-end receiving portion of the facility. Damage was
        extensive to this portion of the facility and operations at the
        facility were suspended completely for approximately 20 days. As a
        result of this loss, Covanta recorded an asset impairment of
        $18.3 million, pre-tax, in the first quarter of 2007, which
        represented a preliminary estimate of the net book value of the assets
        destroyed.  Based upon additional analysis as the facility is fully
        restored, Covanta may increase the impairment recorded.

        The cost of repair or replacement, and business interruption losses,
        are insured under the terms of applicable insurance policies, subject
        to deductibles. Covanta cannot predict the timing of when it will
        receive the proceeds under such policies. During the second quarter of
        2007, Covanta recorded insurance recoveries of $13.3 million related
        to repair and reconstruction and $2.7 million related to clean-up
        costs. Insurance recoveries are recorded as a reduction to the loss
        related to the write-down of assets where such recoveries relate to
        repair and reconstruction costs, or as a reduction to operating
        expenses where such recoveries relate to other costs or business
        interruption losses. Covanta expects the cost of repair or replacement
        and business interruption losses it does not recover, representing
        deductibles under such policies, will not be material.

    (C) During January and February 2007, Covanta completed public offerings
        of common stock and 1.00% Senior Convertible Debentures, and Covanta
        Energy closed on new credit facilities. In addition, in February 2007,
        Covanta Energy completed tender offers for outstanding notes
        previously issued by its intermediate subsidiaries.  As a result of
        the recapitalization plan in the first quarter of 2007, Covanta
        recognized a loss on extinguishment of debt charge of approximately
        $32.0 million, pre-tax, which was comprised of the write-down of
        deferred financing costs, tender premiums paid for the intermediate
        subsidiary debt, and a call premium paid for a credit facility
        refinanced, which was in effect prior to Covanta Energy's new credit
        facilities.  These amounts were partially offset by the write-down of
        unamortized premiums relating to the intermediate subsidiary debt and
        a gain associated with the settlement of interest rate swap
        agreements.

    (D) As a result of amendments to Covanta Energy's financing arrangements
        in May 2006, in the three months ended June 30, 2006, Covanta
        recognized a loss on extinguishment of debt of $6.8 million, pre-tax,
        which was comprised of the write-down of deferred financing costs and
        a call premium paid on the extinguishment.



     Covanta Holding Corporation                                     Exhibit 2
     Reconciliation of Net Income to Adjusted EBITDA

                        Three Months Ended       Six Months Ended   Full Year
                              June 30,               June 30,       Estimated
                           2007      2006         2007      2006      2007
                                 (Unaudited, in thousands)
     Net Income -
      Covanta Holding
      Corporation         $37,716   $51,178      $19,798   $62,596

     Less:  Net Income -
      All Other            (3,546)      474         (848)    1,049

     Net Income -
      Covanta Energy
      Corporation          41,262    50,704       20,646    61,547   $99,000 -
                                                                      $114,000

     Depreciation and
      amortization
      expense              48,410    48,820       96,442    95,200     193,000

     Debt service:
        Net interest
         expense on
         project debt      13,886    15,293       28,491    31,291
        Interest expense   13,223    27,361       33,511    55,844
        Investment income    (876)   (2,216)      (3,601)   (4,134)
      Subtotal debt
       service             26,233    40,438       58,401    83,001     114,000

     Income tax expense    26,596     6,228        9,771    10,150    61,000 -
                                                                        69,000

     Other Adjustments:(A)
        Change in
         unbilled
         service
         receivables        5,145     4,192       10,191     8,261
        Non-cash
         compensation
         expense            4,350     2,537        6,121     3,368
        Other                 405     3,615        3,637     5,484
      Subtotal other
       adjustments          9,900    10,344       19,949    17,113    38,000 -
                                                                        35,000

     Write-down of
      assets, net of
      insurance
      recoveries (B)      (13,341)      -          4,925       -

     Loss on
      extinguishment of
      debt (C)(D)             -       6,795       32,006     6,795      32,000

     Minority interests     2,012     2,406        3,728     3,236       8,000
     Total adjustments     99,810   115,031      225,222   215,495

     Adjusted EBITDA -
      Covanta Energy
      Corporation        $141,072  $165,735     $245,868  $277,042  $545,000 -
                                                                      $565,000

    (A) These items represent amounts that are non-cash in nature.

    (B) On March 31, 2007, the SEMASS energy-from-waste facility experienced a
        fire in the front-end receiving portion of the facility. Damage was
        extensive to this portion of the facility and operations at the
        facility were suspended completely for approximately 20 days. As a
        result of this loss, Covanta recorded an asset impairment of
        $18.3 million, pre-tax, in the first quarter of 2007, which
        represented a preliminary estimate of the net book value of the assets
        destroyed.  Based upon additional analysis as the facility is fully
        restored, Covanta may increase the impairment recorded.

        The cost of repair or replacement, and business interruption losses,
        are insured under the terms of applicable insurance policies, subject
        to deductibles. Covanta cannot predict the timing of when it will
        receive the proceeds under such policies. During the second quarter of
        2007, Covanta recorded insurance recoveries of $13.3 million related
        to repair and reconstruction and $2.7 million related to clean-up
        costs. Insurance recoveries are recorded as a reduction to the loss
        related to the write-down of assets where such recoveries relate to
        repair and reconstruction costs, or as a reduction to operating
        expenses where such recoveries relate to other costs or business
        interruption losses. Covanta expects the cost of repair or replacement
        and business interruption losses it does not recover, representing
        deductibles under such policies, will not be material.

    (C) During January and February 2007, Covanta completed public offerings
        of common stock and 1.00% Senior Convertible Debentures, and Covanta
        Energy closed on new credit facilities. In addition, in February 2007,
        Covanta Energy completed tender offers for outstanding notes
        previously issued by its intermediate subsidiaries.  As a result of
        the recapitalization plan in the first quarter of 2007, Covanta
        recognized a loss on extinguishment of debt charge of approximately
        $32.0 million, pre-tax, which was comprised of the write-down of
        deferred financing costs, tender premiums paid for the intermediate
        subsidiary debt, and a call premium paid for a credit facility
        refinanced, which was in effect prior to Covanta Energy's new credit
        facilities.  These amounts were partially offset by the write-down of
        unamortized premiums relating to the intermediate subsidiary debt and
        a gain associated with the settlement of interest rate swap
        agreements.

    (D) As a result of amendments to Covanta Energy's financing arrangements
        in May 2006, in the three months ended June 30, 2006, Covanta
        recognized a loss on extinguishment of debt of $6.8 million, pre-tax,
        which was comprised of the write-down of deferred financing costs and
        a call premium paid on the extinguishment.



      Covanta Energy Corporation                                     Exhibit 3
      Reconciliation of Cash Flow Provided by Operating Activities
       to Adjusted EBITDA

                            Three Months Ended     Six Months Ended  Full Year
                                 June 30,              June 30,      Estimated
                              2007      2006        2007      2006     2007
                                    (Unaudited, in thousands)
      Cash flow provided by
       operating activities
       - Covanta Energy
       Corporation          $88,377   $77,572    $141,589  $117,960 $345,000 -
                                                                     $375,000

      Debt Service           26,233    40,438      58,401    83,001   114,000

      Amortization of debt
       premium and deferred
       financing costs        3,631     4,779       6,884    10,037    14,000

      Other                  22,831    42,946      38,994    66,044   72,000 -
                                                                       62,000

      Adjusted EBITDA -
       Covanta Energy
       Corporation         $141,072  $165,735    $245,868  $277,042 $545,000 -
                                                                     $565,000



      Covanta Holding Corporation                                    Exhibit 4
      Statements of Cash Flows Selected Data


                         Three Months Ended      Six Months Ended    Full Year
                              June 30,               June 30,        Estimated
                           2007      2006         2007      2006       2007
                                    (Unaudited, in thousands)
      Cash Flow Provided
       by Operating
       Activities (A)    $86,084    $66,565     $142,538  $116,665 $345,000 -
                                                                     $375,000
      Uses of Cash Flow
       Provided by
       Operating
       Activities
      Purchase of
       property, plant
       and equipment (B)
      Capital
       expenditures
       associated with
       SEMASS fire (C)  $(10,379)      $-       $(10,379)      $-
      Capital
       expenditures
       associated with
       acquisitions (D)         -          -            -          -
      All other capital
       expenditures (E)  (13,563)    (8,767)     (32,637)   (26,797)  (55,000)
      Total purchases
       of property,
       plant and
       equipment        $(23,942)   $(8,767)    $(43,016)  $(26,797)

      Acquisition of
       business          $(7,439)      $-        $(7,439)      $-
      Purchase of
       equity
       interest         $(10,253)      $-       $(10,253)      $-
      Principal
       payments on
       project debt      $(9,550)  $(16,108)    $(65,489)  $(69,009)
      Principal payments
       on long-term
       debt (F)          $(1,417) $(106,009) $(1,160,385) $(120,039)

    (A) Guidance is only provided for cash flow provided by operating
        activities for Covanta.

    (B) Purchase of property, plant and equipment is also referred to as
        Capital Expenditures.

    (C) During the three months ended June 30, 2007, Capital Expenditures were
        incurred that related to the repair and replacement of assets at the
        SEMASS energy-from-waste facility that were damaged by a fire on March
        31, 2007.  The cost of repair or replacement is insured under the
        terms of the applicable insurance policy, subject to deductibles.
        Covanta cannot predict the timing of when all proceeds under such
        policy will be received.  During the second quarter of 2007, Covanta
        received $7.3 million in insurance proceeds related to property damage
        and is included as Property Insurance Proceeds in the investing
        activities section of Covanta's statement of cash flows for the six
        months ended June 30, 2007.  Covanta expects the cost of repair or
        replacement not recovered, representing deductibles under such policy,
        will not be material.

    (D) On July 16, 2007, Covanta Energy acquired two biomass energy
        facilities and a biomass energy fuel management business.  In
        connection with the acquisition, Covanta Energy expects to invest
        between $15 and $20 million in capital improvements to increase the
        facilities' productivity and environmental performance.  The project
        to increase the facilities' productivity and environmental performance
        had been commenced by the seller.  Covanta Energy expects to incur
        such Capital Expenditures for the project during 2007.  Although, in
        accordance with GAAP this spending will be recorded as a component of
        purchase of property, plant and equipment on Covanta's statement of
        cash flows, management considers this spending as a component of the
        cost to acquire these businesses since these major capital
        improvements are required to achieve desired facility performance.

    (E) Capital expenditures for existing facilities.

    (F) During January and February 2007, Covanta completed public offerings
        of common stock and 1.00% Senior Convertible Debentures, and Covanta
        Energy closed on new credit facilities. In addition, in February 2007,
        Covanta completed tender offers for outstanding notes previously
        issued by its intermediate subsidiaries. Covanta expects to have
        redeemed all of the remaining intermediate subsidiary debt by the end
        of the third quarter of 2007.



      Covanta Holding Corporation                                   Exhibit 5
      Components of Diluted Earnings Per Share

                                        Three Months Ended Six Months Ended
                                             June 30,          June 30,
                                          2007     2006      2007     2006
                                                     (Unaudited)
      Write-down of assets, net of
       insurance recoveries and tax (A)    $0.05     $-      $(0.02)    $-

      Impact of SEMASS fire, net of tax
       (B)                                 (0.02)     -       (0.02)     -

      Loss on extinguishment of debt,
       net of tax (C)                        -      (0.03)    (0.12)   (0.03)

      Philippine Tax Ruling - Cumulative
       Adjustment (D)                        -       0.05       -       0.05

      APB 23 - Cumulative Adjustment (E)     -       0.07       -       0.07

      All other                             0.21     0.26      0.29     0.34

      Diluted Earnings Per Share           $0.24    $0.35     $0.13    $0.43

    (A) On March 31, 2007, the SEMASS energy-from-waste facility experienced a
        fire in the front-end receiving portion of the facility. Damage was
        extensive to this portion of the facility and operations at the
        facility were suspended completely for approximately 20 days. As a
        result of this loss, Covanta recorded an asset impairment of
        $18.3 million, pre-tax, in the first quarter of 2007, which
        represented a preliminary estimate of the net book value of the assets
        destroyed.  Based upon additional analysis as the facility is fully
        restored, Covanta may increase the impairment recorded.

        The cost of repair or replacement, and business interruption losses,
        are insured under the terms of applicable insurance policies, subject
        to deductibles. Covanta cannot predict the timing of when it will
        receive the proceeds under such policies. During the second quarter of
        2007, Covanta recorded insurance recoveries of $13.3 million related
        to repair and reconstruction and $2.7 million related to clean-up
        costs.  Insurance recoveries are recorded as a reduction to the loss
        related to the write-down of assets where such recoveries relate to
        repair and reconstruction costs, or as a reduction to operating
        expenses where such recoveries relate to other costs or business
        interruption losses. Covanta expects the cost of repair or replacement
        and business interruption losses it does not recover, representing
        deductibles under such policies, will not be material.

    (B) This amount represents plant operating expenses related to the SEMASS
        fire, but excludes lost revenue during the restoration of the SEMASS
        energy-from-waste facility.

    (C) During January and February 2007, Covanta completed public offerings
        of common stock and 1.00% Senior Convertible Debentures, and Covanta
        Energy closed on new credit facilities. In addition, in February 2007,
        Covanta Energy completed tender offers for outstanding notes
        previously issued by its intermediate subsidiaries.  As a result of
        the recapitalization plan in the first quarter of 2007, Covanta
        recognized a loss on extinguishment of debt charge of approximately
        $32.0 million, pre-tax, which was comprised of the write-down of
        deferred financing costs, tender premiums paid for the intermediate
        subsidiary debt, and a call premium paid for a credit facility
        refinanced, which was in effect prior to Covanta Energy's new credit
        facilities.  These amounts were partially offset by the write-down of
        unamortized premiums relating to the intermediate subsidiary debt and
        a gain associated with the settlement of interest rate swap
        agreements.

        As a result of amendments to Covanta Energy's financing arrangements
        in May 2006, in the three months ended June 30, 2006, Covanta
        recognized a loss on extinguishment of debt of $6.8 million, pre-tax,
        which was comprised of the write-down of deferred financing costs and
        a call premium paid on the extinguishment.

    (D) Covanta is a minority shareholder in the "Quezon Project Company" that
        owns the Quezon Power, Inc. ("Quezon") facility in the Philippines.
        In June 2006, the Philippine tax authorities issued a ruling
        clarifying the deductibility of unrealized foreign exchange losses to
        the Quezon Project Company.  As a result, the Quezon Project Company
        recorded a cumulative deferred income tax benefit in the quarter ended
        June 30, 2006 which increased Covanta's equity in net income from
        unconsolidated investments by $7 million or 5 cents per diluted share
        for the three months ended June 30, 2006.  The impact of this ruling,
        on periods subsequent to the quarter ended June 30, 2006, will be
        based on the fluctuations in the value of the Philippine peso versus
        the US dollar in those respective periods.

    (E) During the quarter ended June 30, 2006, consistent with its strategy
        to pursue international investment opportunities, Covanta adopted the
        permanent reinvestment exception under APB 23 with respect to the
        earnings of its foreign subsidiaries.  Pursuant to this election,
        Covanta now considers foreign earnings to be permanently reinvested
        and, as a result, Covanta recorded a catch-up, cumulative adjustment
        in the second quarter of 2006 of $10 million or 7 cents per diluted
        share to reflect the reversal of the deferred taxes that were accrued
        over the last two years prior to the election under APB 23.



      Covanta Energy Corporation                                     Exhibit 6
      Components of Adjusted EBITDA

                                       Three Months Ended   Six Months Ended
                                            June 30,            June 30,
                                         2007      2006      2007      2006
                                             (Unaudited, in thousands)

      Philippine Tax Ruling -
       Cumulative Adjustment(A)            $-      $7,037      $-      $7,037

      Impact of SEMASS fire (B)          (4,312)      -      (4,312)      -

      All other                         145,384   158,698   250,180   270,005

      Adjusted EBITDA - Covanta Energy
       Corporation                     $141,072  $165,735  $245,868  $277,042

    (A) Covanta is a minority shareholder in the "Quezon Project Company" that
        owns the Quezon facility in the Philippines.  In June 2006, the
        Philippine tax authorities issued a ruling clarifying the
        deductibility of unrealized foreign exchange losses to the Quezon
        Project Company.  As a result, the Quezon Project Company recorded a
        cumulative deferred income tax benefit in the quarter ended June 30,
        2006 which increased Covanta's equity in net income from
        unconsolidated investments by $7 million or 5 cents per diluted share
        for the three months ended June 30, 2006.  The impact of this ruling,
        on periods subsequent to the quarter ended June 30, 2006, will be
        based on the fluctuations in the value of the Philippine peso versus
        the US dollar in those respective periods.

    (B) This amount represents plant operating expenses related to the SEMASS
        fire, but excludes lost revenue during the restoration of the SEMASS
        energy-from-waste facility.

Discussion of Non-GAAP Financial Measures

To supplement Covanta's results prepared in accordance with United States generally accepted accounting principles ("GAAP"), Covanta uses the measure of Adjusted EBITDA, which is a non-GAAP measure as defined by the Securities and Exchange Commission. The non-GAAP financial measure of Adjusted EBITDA described below, and used in the tables above, is not intended as a substitute and should not be considered in isolation from measures of financial performance or liquidity prepared in accordance with GAAP. In addition, Covanta's non-GAAP financial measure may be different from non-GAAP measures used by other companies, limiting their usefulness for comparison purposes.

Covanta uses a number of different financial measures, both GAAP and non- GAAP, in assessing the overall performance of its business. Covanta uses Adjusted EBITDA to provide further information that is useful to an understanding of Covanta Energy's financial covenants contained in its credit facilities, and as additional ways of viewing aspects of its operations that, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of Covanta's business. The presentation of Adjusted EBITDA is intended to enhance the usefulness of Covanta's 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. Covanta also uses this non-GAAP financial measure as a significant criterion of performance-based components of employee compensation.

Adjusted EBITDA should not be considered as an alternative to net income or an alternative to cash flow provided by operating activities as indicators of Covanta's performance or liquidity or any other measures of performance or liquidity derived in accordance with GAAP.

Adjusted EBITDA

The calculation of Adjusted EBITDA is based on the definitions in Covanta Energy's credit facilities. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income.

Under its credit facilities, Covanta Energy is required to satisfy certain financial covenants, including certain ratios of which Adjusted EBITDA is an important component. Compliance with such financial covenants is expected to be the principal limiting factor which will affect Covanta Energy's ability to engage in a broad range of activities in furtherance of its business, including making certain investments, acquiring businesses and incurring additional debt. Covanta Energy was in compliance with these covenants as of June 30, 2007. Failure to comply with such financial covenants could result in a default under Covanta Energy's credit facilities, which default would have a material adverse affect on Covanta's financial condition and liquidity.

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

  • --maximum Covanta Energy leverage ratio of 4.50 to 1.00 (which declines for quarterly periods after September 30, 2007), which measures Covanta Energy's Consolidated Adjusted Debt, (which is the principal amount of its consolidated debt less certain restricted funds dedicated to repayment of project debt principal and construction costs) to its Adjusted EBITDA; and
  • --minimum Covanta Energy interest coverage ratio of 3.00 to 1.00, which measures Covanta Energy's Adjusted EBITDA to its consolidated interest expense plus certain interest expense of Covanta, to the extent paid by Covanta Energy.

In order to provide a meaningful basis for comparison, Covanta is providing information with respect to Covanta Energy's Adjusted EBITDA for the three and six months ended June 30, 2007 and 2006, 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. Covanta is providing similar reconciliations with respect to its guidance for full year 2007 Adjusted EBITDA.

Prior Use of Free Cash Flow

Previously, Covanta has provided annual guidance for Covanta Energy Free Cash Flow as a liquidity measure, and furnished Free Cash Flow results on a quarterly basis. Free Cash Flow had been used by management as a liquidity measure which provided useful information about the amount of cash flow generated by Covanta Energy available for the repayment of debt and for strategic opportunities, including, among others, investing in the business, making strategic acquisitions and constructing new or expanding existing facilities.

Covanta calculated Free Cash Flow as cash flow provided by operating activities, less purchases of property, plant and equipment (also referred to as "Capital Expenditures"). The amount of Capital Expenditures Covanta has historically incurred were primarily related to maintaining existing operating facilities. However, Covanta's Capital Expenditures, as calculated and disclosed in accordance with GAAP, can materially increase in certain situations that are outside of the scope of maintaining its existing facilities and do not affect its ability to repay debt or invest in strategic opportunities, including those where we incur Capital Expenditures that are:

  • --related to the construction of new facilities or the expansion of existing facilities,
  • --incurred directly in connection with the acquisition of new businesses, or
  • --reimbursed by third parties or through insurance proceeds.

In addition, with its new capital structure that closed during the first quarter of 2007, Covanta Energy now has greater, but not unrestricted, flexibility to use its cash flow for a variety of purposes. As a result, management has determined that a more clear and useful measure of its cash flow available for the repayment of debt and for strategic opportunities, is cash flow provided by operating activities, which is a GAAP measure. In addition, management has determined that it is appropriate to provide guidance and additional information for Covanta given the immaterial differences between its and Covanta Energy's cash flow provided by operating activities. Going forward, Covanta intends to furnish such information, as well as additional information regarding how it has utilized its cash flow provided by operating activities to repay debt, invest in strategic opportunities, and incur Capital Expenditures.

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