The following MD&A is intended to help the reader understand the results of operations and financial condition of Covanta for the three months ended March 31, 2020. The financial information as of March 31, 2020 should be read in conjunction with the financial statements for the year ended December 31, 2019 contained in our 2019 Annual Report on Form 10-K.

Factors Affecting Business Conditions and Financial Results

Impact of COVID-19 on the U.S. and the global economy

The COVID-19 pandemic has impacted, and is expected to continue to impact, our employees, our operations, our business and the economy. The extent of this impact in the future is highly uncertain. We cannot predict the impact of the COVID-19 pandemic, but it may materially and adversely affect our business, financial condition and results of operations. For a full discussion of risks associated with COVID-19 see Part II - Other Information - Item 1A. Risk Factors.

While a limited number of our employees have contracted COVID-19, we have followed recommended protocols and have thus far not experienced material disruptions to our operations as result of workforce availability issues. Depending upon the rate, extent, and location of future COVID-19 infection, more widespread infection of our employees could cause significant increases to operating expense at specific facilities, or curtail operations at such facilities on a temporary basis.

Our WtE plants and material processing facilities provide a vital service to our municipal and commercial clients. As waste disposal facilities, they have been recognized as part of Critical Infrastructure by the Department of Homeland Security and as essential services by state and local governments. While we remain a primary waste outlet for numerous municipalities and commercial customers, the downturn in economic activity has affected patterns and volumes of waste generation. Residential waste represents the substantial majority of our contracted volumes, and there has been limited reduction in these volumes to date. We also process commercial waste, including profiled waste, at many facilities and volumes of these materials for disposal have fallen, which has required us to internalize more waste volumes from our transfer station network as well as access more third party replacement waste volumes at a lower revenue basis per ton. We also expect that during this period of reduced economic activity, commodity prices relevant to our business, in particular for metals and energy, will be generally lower. Three of our WtE facilities are currently permitted to accept Regulated Medical Waste ("RMW") and we have begun receiving COVID-19 material at one site to date.

In addition, while our operations have experienced only limited disruption to date, we have incurred, and expect to continue to incur, additional costs associated with instituting measures to ensure employee safety, access to contractors needed for construction and maintenance activities, and delays of previously scheduled projects that have been placed on hold or rescheduled to later in the year.

Most of the construction activity on our projects in the UK is continuing during the pandemic, and we are working to mitigate any potential impacts. In England, construction activities are considered essential. Accordingly, our Rookery and Newhurst sites, adhering to guidance set by Public Health England, are currently proceeding on schedule. The government in Scotland has taken a different approach, and construction at the Earls Gate site has been temporarily suspended. We are uncertain, at this time, of the ultimate impact to these projects and to those other UK projects under development.

In light of the uncertainty around the macroeconomic impacts of COVID-19, we are implementing a program of expense reduction intended to mitigate the financial impacts to our business, with an initial goal of reducing 2020 costs by $15 to $30 million. This program includes several elements, among which are:

• Eliminating all non-essential travel and reducing discretionary spend;

• Enacting a hiring freeze for new corporate employees;




•      Lowering compensation through a 50% reduction in payment of CEO's base
       salary amount, a 25% reduction in payment of executive leadership base
       salary amounts, and a 20% reduction in cash compensation for all corporate
       support employees through a combination of wage reductions and furloughs.
       These measures are initially expected to remain in place through mid-July
       2020;


•      Lowering the cash portion of board of directors' fees by 60% during the
       same time period as management reductions and furloughs;


•      Focusing growth investments for the remainder of 2020 primarily on UK
       projects and the start-up of our first Total Ash Processing System and
       will remain highly disciplined in making any additional discretionary
       investments; and

• Announcing plans to lower the annualized dividend payout to $0.32 per share.






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Commodity Markets - Our quarterly results within an operating year may be affected substantially by movements in commodity markets relevant to our business, principally those relating to energy and metals. As noted above, the COVID-19 pandemic has had a dampening effect on prices in these markets. Such factors have caused, and may continue to cause, the portion of our energy revenue exposed to the market and/or our recycled metals revenue to fluctuate to an extent that may materially affect our quarterly and annual financial results. The commodity markets into which we sell energy and metals are currently at levels significantly below prior periods.

Energy Markets - A portion of our energy revenue is sold under short term arrangements at prevailing market prices. While we have a disciplined program to hedge our exposure to market price volatility (see Item 1. Financial Statements - Note 10. Derivative Instruments), underlying market prices are affected by a variety of factors not within our control such as weather, natural gas supply/demand conditions (including seasonal storage), regional electricity transmission and system conditions, and global demand.

Metals Markets - We sell recycled ferrous and non-ferrous metals under short term arrangements based on prevailing rates that are affected by regional and global demand for specific types of recycled metals. Demand for ferrous metals is not always consistent with demand for non-ferrous metals, or among different types of non-ferrous metals. In addition, recycled metal prices for both ferrous and non-ferrous materials are impacted directly and indirectly by tariff and trade actions both by the US as well as foreign countries. Recent efforts by the US government to place tariffs on imported steel and aluminum have increased domestic demand for our 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.

The following are various published pricing indices relating to the U.S. economic drivers that are relevant to those aspects of our business where we have market exposure; however, there is not an exact correlation between our results and changes in these metrics.


                                                 March 31, 2020     March 31, 2019
Consumer Price Index (1)                                  1.5 %              1.9 %
PJM Pricing (Electricity) (2)                   $       18.68      $       30.53
NE ISO Pricing (Electricity) (3)                $       22.23      $       43.48
Henry Hub Pricing (Natural Gas) (4)             $        1.91      $        2.92
#1 HMS Pricing (Ferrous Metals) (5)             $         236      $         306

Old Sheet & Old Cast (Non-Ferrous Metals) (6) $ 0.39 $ 0.45




(1)    Represents the year-over-year percent change in the Headline CPI number.
       The Consumer Price Index (CPI-U) data is provided by the U.S. Department
       of Labor Bureau of Labor Statistics.


(2)    Average price per MWh for Q1 2020 and Q1 2019. Pricing for the PJM PSEG
       Zone is provided by the PJM ISO.


(3)    Average price per MWh for Q1 2020 and Q1 2019. Pricing for the Mass Hub
       Zone is provided by the NE ISO.


(4)    Average price per MMBtu for Q1 2020 and Q1 2019. The Henry Hub Pricing
       data is provided by the Natural Gas Weekly Update, U.S. Energy Information
       Administration.


(5)    Average price per gross ton for Q1 2020 and Q1 2019. The #1 Heavy Melt
       Steel ("HMS") composite index ($/gross ton) price as published by American
       Metal Market.


(6)    Average price per pound for Q1 2020 and Q1 2019. Calculated using the high
       price of Old Cast Aluminum Scrap ($/lb.) as published by American Metal
       Market.


Seasonal - Our quarterly operating results 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 are our first, second and fourth fiscal quarters. 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 results 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 expenses and may trigger material price increases for a portion of the electricity and steam we sell.

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



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on a range of issues, and on January 31, 2020, the UK formally severed political ties as part of the EU. The UK's economic ties to the EU and other countries (including the US) are expected to remain in place pending renegotiated trade agreements to be settled during 2020. 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. 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 WtE specifically. As such, while Brexit may have some impact on construction costs for new UK WtE projects, we do not believe Brexit will materially impact the key market and economic drivers for investment in the combined pipeline of WtE projects we are pursuing jointly with GIG.

Quarter Updates

Capital Allocation

Our key capital allocation activities for the three months ended March 31, 2020 included the following:

$34 million in dividends declared to stockholders; and

$10 million for growth investments, including $2 million in our UK equity
       affiliate and $8 million towards construction of our Total Ash Processing
       System ("TAPS").


Initiatives to Pro-actively Reduce Costs and Balance Capital Allocation Objectives due to COVID-19 pandemic

In light of the uncertainty around the potential financial impacts of the COVID-19 pandemic, in addition to the cost reduction programs noted above, we:



•      will focus growth investments for the remainder of 2020 primarily on UK
       projects and the start-up of our first Total Ash Processing System; and



•      have announced plans to lower the annualized dividend payout to $0.32 per
       share.


New Business Development and Asset Management



•      In February 2020, we reached financial close on the Newhurst project,
       a 350,000 metric ton-per-year, 42 megawatt WtE facility under construction
       in Leicestershire, England. Newhurst is our third investment in the UK
       with our strategic partner GIG. The facility is expected to commence
       commercial operations in 2023.



•      In January 2020, in connection with our Zhao County agreement, we received
       proceeds of RMB 61 million ($9 million) through a loan agreement with a
       third party. We subsequently contributed the entire amount of the loan
       proceeds to the equity investment entity which owns the project in the
       form of a shareholder loan which is convertible to equity.


For additional information on the above transactions see Item 1. Financial Statements - Note 3. New Business and Asset Management.




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CONSOLIDATED RESULTS OF OPERATIONS

The following general discussions should be read in conjunction with the condensed consolidated financial statements, the notes to the condensed consolidated financial statements and other financial information appearing and referred to elsewhere in this report. We have one reportable segment which comprises our entire operating business.

The comparability of the information provided below with respect to our revenue, expense and certain other items for the periods presented was affected by several factors. As outlined in Item 1. Financial Statements - Note 1. Organization and Basis of Presentation and Note 3. New Business and Asset Management in this quarterly report on Form 10-Q and in Item 8. Financial Statements And Supplementary Data - Note 1. Organization and Summary of Significant Accounting Policies and Note 3. New Business and Asset Management of our 2019 Annual Report on Form 10-K, our business development initiatives, contract transitions, and acquisitions resulted in various transactions that are reflected in comparative revenue and expense. These factors must be taken into account in developing meaningful comparisons between the periods compared below.



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.


Certain amounts in our Consolidated Results of Operations may not total due to rounding.



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