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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2021
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 95-6021257
(State or Other Jurisdiction of
Incorporation or Organization)
 (I.R.S. Employer
Identification Number)
445 South StreetMorristown,NJ07960
(Address of Principal Executive Office) (Zip Code)
(862345-5000
(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.10 par value per shareCVANew York Stock Exchange
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 and posted pursuant to Rule 405 of Regulation S-T 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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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 FilerAccelerated
filer
Non-accelerated
filer
Smaller reporting 
company
Emerging growth
company
þoo
(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 Exchange Act).  Yes    No  þ
Applicable Only to Corporate Issuers:
Indicate the number of shares of the registrant’s Common Stock outstanding as of the latest practicable date.
Class  Outstanding at April 23, 2021
Common Stock, $0.10 par value  132,972,828


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COVANTA HOLDING CORPORATION AND SUBSIDIARIES
FORM 10-Q QUARTERLY REPORT
FOR THE QUARTER ENDED MARCH 31, 2021
 
 Page
OTHER
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934. Forward-looking statements are those that address activities, events or developments that we or our management intends, expects, projects, believes or anticipates will or may occur in the future. They are based on management’s assumptions and assessments in light of past experience and trends, current economic and industry conditions, expected future developments and other relevant factors. They are not guarantees of future performance and actual results. Developments and business decisions may differ from those envisaged by our forward-looking statements. Our forward-looking statements are also subject to risks and uncertainties, which can affect our performance in both the near and long-term. These forward-looking statements should be considered in light of the information included in this report and our other filings with the Securities and Exchange Commission, including, without limitation, the Risk Factors, as well as the description of trends and other factors in Management’s Discussion and Analysis of Financial Condition and Results of Operations, set forth in our 2020 Annual Report on Form 10-K.
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PART I. FINANCIAL INFORMATION
Item 1. FINANCIAL STATEMENTS
COVANTA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Three Months Ended March 31,
20212020
(Unaudited)
(In millions, except per share amounts)
OPERATING REVENUE:
Waste revenue$343 $340 
Energy revenue104 93 
Materials sales revenue36 17 
Services revenue15 18 
Total operating revenue498 468 
OPERATING EXPENSE:
Cost of operations398 371 
Other operating expense, net(4)2 
General and administrative expense33 30 
Depreciation and amortization expense57 58 
Impairment charges 19 
Total operating expense484 480 
Operating income (loss)14 (12)
OTHER INCOME (EXPENSE):
Interest expense(31)(34)
Net gain on sale of business and investments 9 
Other expense (1)
Total other expense(31)(26)
Loss before income tax benefit and equity in net income from unconsolidated investments(17)(38)
Income tax benefit18 5 
Equity in net income from unconsolidated investments 1 1 
Net income (loss)$2 $(32)
Weighted Average Common Shares Outstanding:
Basic132 131 
Diluted137 131 
Income (Loss) Per Share
Basic$0.02 $(0.24)
Diluted$0.01 $(0.24)
Cash Dividend Declared Per Share$0.08 $0.25 


The accompanying notes are an integral part of the condensed consolidated financial statements.

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COVANTA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
 
 Three Months Ended March 31,
 20212020
 (Unaudited, in millions)
Net income (loss)$2 $(32)
Foreign currency translation(10)(6)
Net unrealized loss on derivative instruments, net of tax benefit of $3 and $0, respectively(2)(4)
Other comprehensive loss(12)(10)
Comprehensive loss$(10)$(42)

The accompanying notes are an integral part of the condensed consolidated financial statements.

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COVANTA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
 March 31, 2021December 31, 2020
 (Unaudited) 
 (In millions, except per
share amounts)
ASSETS
Current:
Cash and cash equivalents$56 $55 
Restricted funds held in trust10 11 
Receivables (less allowances of $7 and $8, respectively)233 260 
Prepaid expenses and other current assets98 117 
Total Current Assets397 443 
Property, plant and equipment, net2,405 2,421 
Restricted funds held in trust6 6 
Intangible assets, net232 237 
Goodwill302 302 
Other assets300 297 
Total Assets$3,642 $3,706 
LIABILITIES AND EQUITY
Current:
Current portion of long-term debt$27 $18 
Current portion of project debt9 9 
Accounts payable68 75 
Accrued expenses and other current liabilities270 303 
Total Current Liabilities374 405 
Long-term debt2,411 2,396 
Project debt115 116 
Deferred income taxes338 362 
Other liabilities114 117 
Total Liabilities3,352 3,396 
Commitments and Contingencies (Note 14)
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 133 shares)14 14 
Additional paid-in capital883 882 
Accumulated other comprehensive loss(44)(32)
Accumulated deficit(563)(554)
Treasury stock, at par  
Total Equity290 310 
Total Liabilities and Equity$3,642 $3,706 
The accompanying notes are an integral part of the condensed consolidated financial statements.

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COVANTA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW
Three Months Ended March 31,
20212020
(Unaudited, in millions)
OPERATING ACTIVITIES:
Net income (loss)$2 $(32)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization expense57 58 
Amortization of deferred debt financing costs1 1 
Net gain on sale of business and investments (9)
Impairment charges 19 
Stock-based compensation expense9 8 
Equity in net income from unconsolidated investments(1)(1)
Deferred income taxes(20)(6)
Other, net(3)3 
Change in working capital7 20 
Net cash provided by operating activities52 61 
INVESTING ACTIVITIES:
Purchase of property, plant and equipment(43)(43)
Proceeds from asset sales 3 
Investment in equity affiliates(1)(10)
Other, net(1)(1)
Net cash used in investing activities(45)(51)
FINANCING ACTIVITIES:
Proceeds from borrowings on long-term debt 9 
Proceeds from borrowings on revolving credit facility97 181 
Payments on long-term debt(5)(4)
Payments on revolving credit facility (69)(146)
Payments on project debt(1)(1)
Cash dividends paid to stockholders(11)(34)
Payment of insurance premium financing(9)(8)
Other, net(8)(5)
Net cash used in financing activities(6)(8)
Effect of exchange rate changes on cash, cash equivalents and restricted cash(1)(1)
Net increase in cash, cash equivalents and restricted cash 1 
Cash, cash equivalents and restricted cash at beginning of period72 63 
Cash, cash equivalents and restricted cash at end of period$72 $64 
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents$56 $42 
Restricted funds held in trust - short term10 14 
Restricted funds held in trust - long term6 8 
Total cash, cash equivalents and restricted cash $72 $64 
The accompanying notes are an integral part of the condensed consolidated financial statements.

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COVANTA HOLDING CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
Common StockAdditional
Paid-In
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
(Deficit)
Earnings
Treasury StockTotal
 SharesAmountSharesAmount
 (Unaudited, in millions)
Balance as of December 31, 2020136 $14 $882 $(32)$(554)4 $ $310 
Stock-based compensation expense— — 9 — — — — 9 
Dividend declared— — — — (11)— — (11)
Shares issued in non-vested stock award— — — — — (1)— — 
Shares repurchased for tax withholdings for vested stock awards— — (8)— — — — (8)
Comprehensive (loss) income, net of income taxes— — — (12)2 — — (10)
Balance as of March 31, 2021136 $14 $883 $(44)$(563)3 $ $290 
Balance as of December 31, 2019136 $14 $857 $(35)$(460)5 $ $376 
Stock-based compensation expense— — 8 — — — — 8 
Dividend declared— — — — (34)— — (34)
Shares issued in non-vested stock award— — — — — (1)— — 
Shares repurchased for tax withholdings for vested stock awards— — (5)— — — — (5)
Comprehensive loss, net of income taxes— — — (10)(32)— — (42)
Balance as of March 31, 2020136 $14 $860 $(45)$(526)4 $ $303 
The accompanying notes are an integral part of the condensed consolidated financial statements.

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COVANTA HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



NOTE 1. ORGANIZATION AND BASIS OF PRESENTATION
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.

Organization
Covanta is one of the world’s largest owners and operators of infrastructure for the conversion of waste to energy (“WtE”), and also owns and operates related waste transport, processing and disposal assets. WtE serves 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 WtE facilities earn revenue from the disposal of waste, generally under long-term contracts, the generation of electricity, and from the sale of metals recovered during the WtE process. We operate and/or have ownership positions in 41 WtE facilities currently in commercial operation, 39 of which are located in North America. In total, these facilities process approximately 21 million tons of solid waste annually, equivalent to 8% of the post-recycled municipal solid waste generated in the United States ("U.S."). Our facilities produce approximately 10 million megawatt hours (“MWh”) of baseload electricity annually. We also operate waste management infrastructure, including 13 waste transfer stations, 20 material processing facilities, four landfills (primarily for ash disposal), one metals processing facility, and one ash processing facility (currently in start-up and testing phase), all of which are complementary to our core WtE business. We also have ownership positions in several projects currently in development and/or under construction in the United Kingdom ("UK").

In addition, we offer a variety of sustainable waste management solutions, including industrial, consumer products and healthcare waste handling, treatment and assured destruction, industrial wastewater treatment and disposal, product depackaging and recycling, on-site cleaning services, and transportation services. Together with our processing of non-hazardous "profiled waste" for purposes of assured destruction or sustainability goals in our WtE facilities, we offer these services under our Covanta Environmental Solutions ("CES") brand.

Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. Generally Accepted Accounting Principles (“GAAP”) and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and notes thereto required by GAAP for complete condensed consolidated financial statements. In the opinion of management, all adjustments considered necessary for fair presentation have been included in our condensed consolidated financial statements. All intercompany accounts and transactions have been eliminated. Operating results for the interim period are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The condensed consolidated balance sheet at December 31, 2020, was derived from audited annual consolidated financial statements, but does not contain all of the notes thereto from the annual consolidated financial statements. This Form 10-Q should be read in conjunction with the Audited Consolidated Financial Statements and accompanying Notes in our 2020 Annual Report on Form 10-K.

Reclassifications

Beginning in the first quarter of 2021, we revised our presentation of revenue to distinguish our waste and service activities between (a) revenue received in connection with accepting waste for processing or disposal and (b) revenue received for performing other services. We also aligned costs for all revenue producing activities, including construction services, under Cost of operations. The change in presentation did not affect our total operating revenue, total operating expense, or operating loss.

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COVANTA HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
The impact of the reclassifications on our unaudited condensed consolidated statement of operations was as follows (in millions):
For the Three Months Ended March 31, 2020
As previously reportedReclassificationsAs adjusted
OPERATING REVENUE:
Waste and service revenue (1) (3)
$346 $(6)
Waste revenue (1) (3)
$340 
Energy revenue93  Energy revenue93 
Recycled metals revenue (2) (3)
17  
Materials sales revenue (2) (3)
17 
Other operating revenue (1) (4)
12 6 
Services revenue (1) (4)
18 
Total operating revenue$468 $ Total operating revenue$468 
OPERATING EXPENSE:
Plant operating expense (5)
$361 $10 
Cost of operations (5)
$371 
Other operating expense, net (5)
12 (10)
Other operating expense, net (5)
2 
General and administrative expense30  General and administrative expense30 
Depreciation and amortization expense58  Depreciation and amortization expense58 
Impairment charges19  Impairment charges19 
Total operating expense$480 $ Total operating expense$480 
Operating loss$(12)$ Operating loss$(12)
(1)Reflects reclassification of certain services performed by CES from the former Waste and service revenue category to the new Services revenue category.
(2)Reflects reclassification of the former Recycled metals revenue category to the new Materials sales revenue category.
(3)Reflects reclassification of E-waste recycling revenue from the former Waste and service revenue category to the new Materials sales revenue category.
(4)Reflects reclassification of construction related revenue from the former Other operating revenue category to the new Services revenue category.
(5)Expense classified under the former Plant operating expense category is now included in the new Cost of operations category, which also reflects the reclassification of construction related expense from the Other operating expense, net category.

Accounting Pronouncements Recently Adopted

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12 Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this update remove exceptions to the general principles in Topic 740 for allocating tax expense between financial statement components, accounting basis differences stemming from an ownership change in foreign investments, and interim period income tax accounting for year-to-date losses that exceed projected losses. We adopted this guidance on January 1, 2021 on a prospective basis. The adoption of this guidance did not have an impact on our consolidated financial statements.

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COVANTA HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
NOTE 2. RECENT ACCOUNTING PRONOUNCEMENTS
The following table summarizes recent ASU's issued by the FASB that could have a material impact on our consolidated financial statements.
StandardDescriptionEffective Date Effect on the financial statements
or other significant matters
ASU 2020-04 Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting as amended by ASU 2021-01This standard provides optional guidance for a limited period of time to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting due to the cessation of the London Interbank Offered Rate (LIBOR). The amendments are elective and apply to all entities that have contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued.

The amendment in ASU 2021-01 clarifies that all derivative instruments affected by changes to interest rates used for discounting, margining or contract price alignment are in the scope of ASC 848.
First quarter of 2020 through December 31, 2022.Generally, our debt agreements and interest rate derivatives contracts include a transition clause in the event LIBOR is discontinued, as such, we do not expect the transition of LIBOR to have a material impact on our consolidated financial statements.
 
During the second quarter of 2020, we elected to adopt the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedged transactions will be based matches the index on the corresponding derivatives. In addition, we elected to adopt the expedient to not reassess the conclusions reached on embedded derivatives. Application of these expedients preserves the presentation of derivatives consistent with past presentation. We continue to evaluate the impact of the guidance and may apply other elections as applicable as additional changes in the market occur.

NOTE 3. EQUITY AND EARNINGS PER SHARE ("EPS")
Equity
Accumulated Other Comprehensive (Loss) Income ("AOCI")
The changes in AOCI are as follows (in millions):
Foreign Currency TranslationPension and Other Postretirement Plan Unrecognized Net GainNet Unrealized Loss on DerivativesTotal
Balance at December 31, 2019$(30)$3 $(8)$(35)
Other comprehensive loss(6) (4)(10)
Balance at March 31, 2020$(36)$3 $(12)$(45)
Balance at December 31, 2020$(8)$3 $(27)$(32)
Other comprehensive loss(10) (2)(12)
Balance at March 31, 2021$(18)$3 $(29)$(44)
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EPS

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 EPS 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 EPS does not include securities if their effect was anti-dilutive.

Basic and diluted weighted average shares outstanding were as follows (in millions):
 Three Months Ended March 31,
 20212020
Basic weighted average common shares outstanding132 131 
Dilutive effect of stock options, restricted stock and restricted stock units
5  
Diluted weighted average common shares outstanding137 131 
Anti-dilutive stock options, restricted stock and restricted stock units excluded from the calculation of EPS
 3 

NOTE 4. REVENUE
Disaggregation of Revenue
A disaggregation of revenue from contracts with customers is presented in our condensed consolidated statements of operations for the three months ended March 31, 2021 and 2020. We have one reportable segment which comprises our entire operating business. Beginning in the first quarter of 2021, we revised our presentation of revenue and reclassified the prior years' amounts to conform to the current year's presentation. For additional information, see Note 1. Organization and Basis of Presentation.

Performance Obligations and Transaction Price Allocated to Remaining Performance Obligations

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 March 31, 2021. 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); and/or
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”).

Our remaining performance obligations primarily consist of the fixed consideration contained in our contracts. As of March 31, 2021, our total remaining performance obligation was $5.8 billion, of which we expect to recognize 9% for the remainder of 2021 and 11% in 2022.

Contract Balances
The following table reflects the balance in our contract assets, which we classify as Accounts receivable - unbilled and present net in Receivables, and our contract liabilities, which we classify as deferred revenue and present in Accrued expenses and other current liabilities in our condensed consolidated balance sheets (in millions):
March 31, 2021December 31, 2020
Unbilled receivables$26 $23 
Deferred revenue$19 $17 
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For the three months ended March 31, 2021, revenue recognized that was included in deferred revenue in our condensed consolidated balance sheet at the beginning of the period totaled $5 million.

NOTE 5. STOCK-BASED AWARD PLANS
During the three months ended March 31, 2021, we awarded certain employees grants of 1,129,705 restricted stock units ("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 2022, 2023, and 2024.

During the three months ended March 31, 2021, we issued 7,035 RSUs for quarterly director fees to certain of our directors who elected to receive RSUs in lieu of cash payments. We determined the service vesting condition of these RSUs 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 three months ended March 31, 2021, we awarded certain employees grants of 319,762 cumulative Free Cash Flow ("FCF") per share and total shareholder return ("TSR") performance awards. The FCF awards and the TSR awards will each cliff vest at the end of the 3 year performance period, however, the number of shares delivered will vary based upon the attained level of performance and may range from 0 to 2 times the number of target units awarded.

During the three months ended March 31, 2021, we withheld 555,088 shares of our common stock in connection with tax withholdings for vested stock awards.

Compensation expense related to our stock-based awards was as follows (in millions):
Three Months Ended March 31,
20212020
Stock-based compensation expense $9 $8 

Unrecognized stock-based compensation expense and weighted-average years to be recognized are as follows (in millions, except for weighted average years):
 March 31, 2021
 Unrecognized stock-based compensationWeighted-average years to be recognized
Restricted stock units$18 1.7
Performance awards$8 2.1
Stock options$2 1.7

NOTE 6. SUPPLEMENTARY INFORMATION

Pass through costs

Pass through costs are costs for which we receive a direct contractually committed reimbursement from the public sector client that sponsors a WtE 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 Cost of operations in our condensed consolidated statement of operations.

Pass through costs were as follows (in millions):
Three Months Ended March 31,
20212020
Pass through costs$11 $13 

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Impairment Charges
Due to the marginal outcome of our review of goodwill recorded for our CES reporting unit as of October 1, 2019, we continued to monitor the CES reporting unit for impairment through the end of the first quarter of 2020. We considered the economic impacts of the novel coronavirus ("COVID-19") pandemic and the decline in waste volumes from the commercial and industrial sectors to be a triggering event and reviewed the goodwill held at the CES reporting unit. We performed an interim impairment test via a quantitative valuation as of March 31, 2020. As a result, in the first quarter of 2020, we recorded an impairment of $16 million, net of tax benefit of $3 million, which represented the carrying amount of our CES reporting unit in excess of its estimated fair value as of the testing date. For the three months ended March 31, 2021, there were no indicators of impairment identified.

Equity Method Investments

Investments in investees and joint ventures accounted for under the equity method, included in Other assets on our condensed consolidated balance sheet, were as follows (in millions, except percentages):
Ownership Interest as of March 31, 2021March 31, 2021Ownership Interest as of December 31, 2020 December 31, 2020
Dublin (Ireland)50 %$149 50 %$153 
Earls Gate (UK)25 %8 25 %9 
Rookery (UK)40 %11 40 %4 
Newhurst (UK)25 %13 25 %9 
Protos (UK)37.5 %3 37.5 %6 
Zhao County (China)26 %7 26 %7 
$191 $188 

For certain of our investment projects, a portion of the consideration received at financial close remained in the project. These amounts are expected to be utilized for future equity contributions in projects in the UK.

The consideration receivable balances included in prepaid expenses and other assets on our condensed consolidated balance sheets were as follows (in millions):
March 31, 2021December 31, 2020
Rookery (UK)$15 $17 
Newhurst (UK)4 4 
Protos (UK)5 6 
$24 $27 

In connection with certain equity method investments we made contributions in the form of shareholder loans. Our shareholder loan balances included in other assets - long term on our condensed consolidated balance sheets were as follows (in millions):
March 31, 2021December 31, 2020
Earls Gate (UK)$16 $16 
Newhurst (UK)4 3 
Protos (UK)2 1 
Zhao County (China)9 9 
$31 $29 

For additional information on our shareholder loans in connection with our equity method investments, see Note 9. Credit Losses.

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NOTE 7. INCOME TAXES
We generally record our interim tax provision based upon a projection of our annual effective tax rate ("AETR"). This AETR is applied to the year-to-date consolidated pre-tax income to determine the interim provision for income taxes before discrete items. We update the AETR on a quarterly basis as the pre-tax income projections are revised and tax laws are enacted. The effective tax rate ("ETR") each period is impacted by a number of factors, including the relative mix of domestic and international earnings, adjustments to the valuation allowances and discrete items. The currently forecasted ETR may vary from the actual year-end due to the changes in these factors.

Our global ETR for the three months ended March 31, 2021 and 2020 was 105% and 13%, respectively, including discrete tax items. The current year increase in the ETR was primarily due to the combined effect of the overall increase in pre-tax income and changes in mix of earnings in certain jurisdictions.

NOTE 8. ACCOUNTS RECEIVABLE SECURITIZATION
We regularly sell certain receivables on a revolving basis to third-party financial institutions (the “Purchasers”) up to an aggregate purchase limit of $120 million. Transfers under the Receivables Purchase Agreement ("RPA") meet the requirements to be accounted for as sales in accordance with FASB ASC 860, Transfers and Servicing. We receive a discounted purchase price for each receivable sold under the RPA and will continue to service and administer the subject receivables. The weighted-average discount rate paid on accounts receivable sold was 1.03% for the three months ended March 31, 2021.

Amounts recognized in connection with the RPA were as follows (in millions):
Three Months Ended
March 31,
20212020
Accounts receivable sold and derecognized $211 $194 
Cash proceeds received (1)
$211 $194 
March 31, 2021December 31, 2020
Pledged receivables (2)
$106 $128 
(1)Represents proceeds from collections reinvested in revolving-period transfers. This amount was included in Net cash provided by operating activities on our condensed consolidated statement of cash flows.
(2)Secures our obligations under the RPA and provides a guarantee for the prompt payment, not collection, of all payment obligations relating to the sold receivables.

We are not required to offer to sell any receivables and the Purchasers are not committed to purchase any receivable offered. The RPA has a scheduled termination date of December 3, 2021, or such later date as agreed in writing with the Purchasers. Additionally, we may terminate the RPA at any time upon 30 days’ prior written notice. The agreement governing the RPA contains certain covenants and termination events. An occurrence of an event of default or the occurrence of a termination event could lead to the termination of the RPA. As of March 31, 2021, we were in compliance with the covenants and no termination events had occurred. As of March 31, 2021, the maximum amount available under the RPA was utilized.

NOTE 9. CREDIT LOSSES
For our trade receivables, we assess each counterparty’s ability to pay for service by conducting a credit review. The credit review considers the counterparty’s established credit rating or our assessment of the counterparty’s creditworthiness based on our analysis of their financial statements when a credit rating is not available.

We monitor our ongoing credit exposure through active review of counterparty balances against contract terms and due dates. Our activities include timely account reconciliation, dispute resolution, payment confirmation and monitoring current economic conditions and future forecast of economic conditions, to the extent that they impact the credit loss determination and can be reasonably estimated.

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Changes in the allowance for credit losses of our trade receivables for the three months ended March 31, 2021 were as follows (in millions):
Balance as of December 31, 2020$8 
Write-offs charged against the allowance(1)
Balance as of March 31, 2021$7 

We held the following receivables in connection with our equity method investments (in millions):
March 31, 2021December 31, 2020
Included in prepaid expenses and other assets$24 $27 
Included in other assets - long term31 29 
$55 $56 

We assess the collectability of the receivables from our equity method investments each reporting period through the impairment analysis procedures of our equity method investments which considers the loss history of the investments and the viability of the associated development projects. As of March 31, 2021 there were no expected credit losses associated with our equity method investment receivables.

NOTE 10. 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 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 value of our floating to fixed rate interest rate swaps is determined using discounted cash flow valuation methodologies that apply the appropriate forward floating rate curve observable in the market to the contractual terms of our swap agreements. The fair value of the interest rate swaps is adjusted to reflect counterparty risk of non-performance and is based on the counterparty’s credit spread in the credit derivatives market.
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 March 31, 2021. 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.

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The following financial instruments were recorded at their estimated fair value. The recurring fair value measurement of our assets and liabilities were as follows (in millions):
Financial Instruments Recorded at Fair Value on a Recurring Basis:Fair Value Measurement LevelMarch 31, 2021December 31, 2020
Assets:
Investments — mutual and bond funds (1)
1$2 $2 
Derivative asset — energy hedges (2)
2 11 
Total assets$2 $13 
Liabilities:
Derivative liability — energy hedges (3)
2$3 $ 
Derivative liability — interest rate swaps (3)
27 10 
Total liabilities$10 $10 
(1)Included in Other assets in the condensed consolidated balance sheets.
(2)The short-term balance was included in Prepaid expenses and other current assets and the long-term balance was included in Other assets in the condensed consolidated balance sheets.
(3)The short-term balance was included in Accrued expenses and other current liabilities and the long-term balance was included in Other liabilities in the condensed consolidated balance sheets.

The following financial instruments were recorded at their carrying amount (in millions):
 As of March 31, 2021As of December 31, 2020
Financial Instruments Recorded at Carrying Amount:Carrying
Amount
Estimated
Fair Value
Carrying
Amount
Estimated
Fair Value
Liabilities:
Long-term debt 
$2,438 $2,497 $2,414 $2,492 
Project debt$124 $129 $125 $130 

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 condensed 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. For the purpose of impairment testing, we review the recoverable amount of individual assets or groups of assets at the lowest level of which there are 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 fair value of assets as compared to their 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.

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NOTE 11. 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 which we have hedged on a forward basis under agreements with various financial institutions as of March 31, 2021 is indicated in the following table (in millions):
Calendar YearHedged MWh
20211.6
20220.7
20230.1
Total2.4

As of March 31, 2021, the fair value of the energy derivative liability was $3 million. The change in fair value was recorded as a component of AOCI.

During the three months ended March 31, 2021, cash provided by and used in energy derivative settlements of $8 million and $2 million, respectively, was included in net cash provided by operating activities on our condensed consolidated statement of cash flows.

During the three months ended March 31, 2020, cash provided by and used in energy derivative settlements of $18 million and zero, respectively, was included in net cash provided by operating activities on our condensed consolidated statement of cash flows.

Interest Rate Swaps
We may utilize derivative instruments to reduce our exposure to fluctuations in cash flows due to changes in variable interest rates paid on our direct borrowings under a senior secured credit facility consisting of a revolving credit facility ("Revolving Credit Facility") and a term loan (“Term Loan”) of our subsidiary Covanta Energy (collectively referred to as the "Credit Facilities"). To achieve that objective, we entered into pay-fixed, receive-variable swap agreements on $200 million notional amount of our variable rate debt under the Credit Facilities. The interest rate swaps are designated specifically to the Credit Facilities as a cash flow hedge and are recorded at fair value with changes in fair value recorded as a component of AOCI. For further information on our Credit Facilities, see Note 12. Consolidated Debt.

As of March 31, 2021, the fair value of the interest rate swap derivative liability of $7 million was recorded in short-term and long-term liabilities on our condensed consolidated balance sheets.

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NOTE 12. CONSOLIDATED DEBT
Consolidated debt is as follows (in millions, except percentages):
 
Average
 Rate (1)
March 31, 2021December 31, 2020
LONG-TERM DEBT:
Revolving credit facility2.00%$250 $222 
Term loan, net2.74%372 374 
Credit facilities subtotal$622 $596 
Senior notes, net of deferred financing costs 1,184 1,184 
Tax-exempt bonds, net of deferred financing costs540 540 
Equipment financing arrangements76 78 
Finance leases (2)
7 7 
China venture loan9 9 
Total long-term debt$2,438 $2,414 
Less: current portion(27)(18)
Noncurrent long-term debt$2,411 $2,396 
PROJECT DEBT:
Total project debt$124 $125 
Less: current portion(9)(9)
Noncurrent project debt$115 $116 
TOTAL CONSOLIDATED DEBT$2,562 $2,539 
Less: current debt (36)(27)
TOTAL NONCURRENT CONSOLIDATED DEBT$2,526 $2,512 
(1)Includes the effects of the interest rate swap agreement to swap to a fixed rate the variable portion of our interest rate expense on $200 million of notional amount of debt under the Credit Facilities. See Note 11. Derivative Instruments for further information.
(2)Excludes Union County WtE facility finance lease which is presented within project debt in our condensed consolidated balance sheets.

Our subsidiary, Covanta Energy, has the Revolving Credit Facility and the Term Loan. The nature and terms of our Credit Facilities, Senior Notes, Tax-Exempt Bonds, project debt and other long-term debt are described in detail in Note 16. Consolidated Debt in our 2020 Annual Report on Form 10-K.

Unutilized Capacity under Revolving Credit Facility
As of March 31, 2021, we had unutilized capacity under the Revolving Credit Facility as follows (in millions, except years):
Total Facility Commitment Expiring YearDirect Borrowings Outstanding Letters of CreditUnutilized Capacity
Revolving Credit Facility$900 2023$250 $228 $422 
Credit Agreement Covenants
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 affirmative and negative covenants under the Credit Facilities as of March 31, 2021.

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NOTE 13. LEASES
The components of lease expense were as follows (in millions):
Three Months Ended March 31,
20212020
Finance leases:
Amortization of assets, included in Depreciation and amortization expense$2 $2 
Interest on lease liabilities, included in Interest expense1 1 
Operating leases:
Amortization of assets, included in Total operating expense2 2 
Interest on lease liabilities, included in Total operating expense1 1 
Total net lease cost$6 $6 

Supplemental balance sheet information related to leases was as follows (in millions, except lease term and discount rate):
March 31, 2021December 31, 2020
Operating leases:
Operating lease right-of-use ("ROU") assets, included in Other assets$42 $43 
Current operating lease liabilities, included in Accrued expenses and other current liabilities$7 $6 
Noncurrent operating lease liabilities, included in Other liabilities42 43 
Total operating lease liabilities$49 $49 
Finance leases:
Property and equipment, at cost$170 $170 
Accumulated amortization(35)(33)
Property and equipment, net$135 $137 
Current obligations of finance leases, included in Current portion of project debt$6 $6 
Finance leases, net of current obligations, included in Project debt70 72 
Current obligations of finance leases, included in Current portion of long-term debt1 1 
Finance leases, net of current obligations, included in Long-term debt6 6 
Total finance lease liabilities$83 $85 
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Supplemental cash flow and other information related to leases was as follows (in millions, lease term and discount rate):
Three Months Ended
March 31,
20212020
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows related to operating leases$3 $2 
Financing cash flows related to finance leases$2 $2 
Weighted average remaining lease term (in years):
Operating leases11.211.6
Finance leases30.831.8
Weighted average discount rate:
Operating leases4.54 %4.63 %
Finance leases5.06 %5.06 %

Maturities of lease liabilities were as follows (in millions):
March 31, 2021
Operating LeasesFinance Leases
Remainder of 2021$8 $9 
20228 12 
20237 12 
20247 11 
20256 13 
2026 and thereafter27 92 
Total lease payments63 149 
Less: Amounts representing interest(14)(66)
Total lease obligations$49 $83 

As of March 31, 2021, we had no additional significant operating or finance leases that had not yet commenced.

NOTE 14. 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 March 31, 2021 and December 31, 2020, accruals for our loss contingencies recorded in Accrued expenses and other current liabilities in our condensed consolidated balance sheets were $3 million and $4 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.

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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 U.S. 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.

Other Commitments
Other commitments as of March 31, 2021 were as follows (in millions):
Letters of credit issued under the Revolving Credit Facility$228 
Letters of credit — other80 
Surety bonds144 
Total other commitments — net$452 

We issue letters of credit to secure our performance under various contractual undertakings related to our domestic and international projects or to secure obligations under our insurance programs. 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. The bonds do not have stated expiration dates. Rather, we are released from the bonds as the underlying performance is completed.

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 Item 8. Financial Statements And Supplementary Data — Note 16. Consolidated Debt of our 2020 Annual Report on Form 10-K.

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
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COVANTA HOLDING CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) - (Continued)
respect to our businesses, we have issued guarantees to municipal 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 WtE 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.

We have entered into certain guarantees of performance in connection with our recent divestiture activities. Under the terms of