8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________ 

FORM 8-K

________________________________________________________ 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 6, 2013

________________________________________________________ 

COVANTA HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 ________________________________________________________

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

(862) 345-5000

(Registrant’s telephone number, including area code)

________________________________________________________

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On February 6, 2013, Covanta Holding Corporation issued a press release reporting the unaudited results for the fourth quarter and full year periods ended December 31, 2012, and announcing a conference call and webcast to be held at 8:30 a.m. (Eastern) on Thursday, February 7, 2013 to discuss these results. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. This information includes certain non-GAAP financial information as identified in Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On February 6, 2013, Covanta Holding Corporation posted to its website materials that will be used in conjunction with its conference call and webcast regarding its unaudited results for its fourth quarter and full year periods ended December 31, 2012, which will be held on Thursday, February 7, 2013 at 8:30 a.m. (Eastern). A copy of these materials is furnished as Exhibit 99.2 to this Form 8-K. This information includes certain non-GAAP financial information as identified in Exhibit 99.2.

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

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired – Not Applicable

(b) Pro Forma Financial Information – Not Applicable

(c) Exhibits

Exhibit No.	Exhibit
99.1	Press Release, dated February 6, 2013.
99.2	Earnings Materials, dated February 7, 2013.

SIGNATURES

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

Date: February 6, 2013

COVANTA HOLDING CORPORATION

(Registrant)

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

COVANTA HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release, dated February 6, 2013.
99.2	Earnings Materials, dated February 7, 2013.

EX-99.1

Exhibit 99.1

COVANTA HOLDING CORPORATION REPORTS

2012 FULL YEAR AND FOURTH QUARTER RESULTS

SIGNED $2.5 BILLION IN CONTRACTS DURING 2012 WITH

AVERAGE TERM OF 12 YEARS

PROJECTING 5% ADJUSTED EBITDA GROWTH FOR 2013

MORRISTOWN, NJ, February 6, 2013 - Covanta Holding Corporation (NYSE: CVA) ("Covanta" or the "Company"), a leading global owner and operator of Energy-from-Waste ("EfW") projects, reported financial results today for the three and twelve months ended December 31, 2012.

	Full Year
Continuing Operations	2011	2012	2012 Guidance 1
	(Unaudited, $ in millions, except per share amounts)
Revenue	$ 1,650	$ 1,644	N/A
Income from Continuing Operations	$ 84	$ 118	N/A
Adjusted EBITDA	$ 494	$ 492	$ 490 - $ 500
Free Cash Flow	$ 282	$ 262	$ 250 - $ 265
Adjusted EPS	$ 0.54	$ 0.52	$ 0.50 - $ 0.55

Key Full Year 2012 Highlights:

• Record year in terms of EfW Boiler availability;

• Signed $2.5 billion of waste and energy contracts with average term of 12 years -- secured two million tons of waste and 750,000 MWh of generation per year;

• Acquired ~2,700 ton per day Delaware Valley EfW facility; immediately accretive to key metrics;

• Successfully refinanced $1.9 billion in debt, creating substantial financial flexibility;

• Honolulu EfW project expansion successfully commenced commercial operation; and

• Doubled dividend to $0.60/share annually; shareholder returns totaled $169 million.

Commenting on Covanta's 2012 results, Anthony Orlando, Covanta's President and CEO stated, “I'm pleased with both our 2012 operating performance and the execution of organic growth initiatives. This good work enabled us to offset the drop in energy and metals markets, as well as the impact of Hurricane Sandy. We also had a great year extending long-term waste and energy contracts. Our contracted revenue base, combined with our continued investment in organic growth initiatives, positions us to grow in the coming year. Our guidance calls for 5% Adjusted EBITDA growth in 2013, and maintaining our strong Free Cash Flow. Our focus is on investing in the business for the long-term, and we see a number of exciting opportunities that will allow us to grow this year and beyond.”

¹ As of November 7, 2012.

Full Year 2012 Results

For the twelve months ended December 31, 2012, total operating revenues declined slightly to $1,644 million from $1,650 million in 2011. This was primarily due to the negative impacts of:

• Lower revenues earned explicitly to service project debt;

• Lower pricing for energy at EfW facilities and recycled metals; and

• Hurricane Sandy impact, as certain facilities were briefly forced off-line.

These impacts were substantially offset by:

• Organic growth initiatives in special waste, recycled metals and other;

• Escalations in service fee contracts; and

• New units coming online.

Excluding certain items,²operating expenses were $1,420 million for 2012 compared to $1,427 million for 2011. The $7 million decrease was primarily due to:

• The benefits from various operational improvements.

Offset by:

• Expenses related to Hurricane Sandy for repairs at facilities; and

• Lower alternative fuel tax credits.

Excluding the items noted above, and the net operating income negative effect of Hurricane Sandy of $9 million in 2012, operating income was $233 million for the year ended December 31, 2012, or an increase of $10 million compared to the prior year period. Operating income improved due to:

• Organic growth initiatives; and

• New units coming online.

Partially offset by:

• Lower debt service pass through revenue;

• Lower pricing for EfW energy and recycled metal; and

• Lower alternative fuel tax credits.

Adjusted EBITDA declined $2 million to $492 million primarily due to lower debt service pass through revenue, lower EfW energy and lower recycled metal pricing, lower alternative fuel tax credits, and the impact of Hurricane Sandy, mostly offset by organic growth initiatives, and new units coming online.

Free Cash Flow was $262 million, down $20 million versus 2011. The decline was primarily due to net effect of Hurricane Sandy, increased maintenance capital expenditures and higher interest expense.

Adjusted EPS of $0.52 declined by $0.02 compared to $0.54 in 2011, due to a higher effective tax rate, increased interest expense and the negative impact of Hurricane Sandy. These factors were partially offset by higher pre-tax income, increased equity income, and a lower number of shares outstanding due to the Company's stock buyback program.

² Includes pension plan settlement expense, net (gains) write-offs and impact of adverse loss development and transition to run-off of our insurance business. For additional information, see Exhibit 4A - Note (a) - (f) of this press release.

Shareholder Returns and Liquidity

In 2012, the Company doubled its annual cash dividend to $0.60 per share and returned $169 million to shareholders, consisting of $81 million in cash dividends and $88 million in share repurchases (3.9% of common stock outstanding). Since the inception of its buyback program the Company has repurchased 25.8 million shares, or 16.7% of shares outstanding, at a weighted average cost of $16.00. As of December 31, 2012, Covanta had $87 million of share repurchase authorization remaining.

Sanjiv Khattri, Covanta's Chief Financial Officer, commented, “2012 was a solid year for us. We were very active in returning capital to shareholders through our dividend and stock repurchase program. We also took advantage of strong debt markets, financing over $1.9 billion of capital. We have a strong balance sheet with flexibility and ample liquidity. As a result of the financing, as well as increased depreciation associated with our Delaware Valley facility acquisition, our 2013 net income and EPS will be negatively impacted by higher interest expense and depreciation. Our other key financial metrics, Adjusted EBITDA and Free Cash Flow, remain strong and we have some nice growth prospects for 2013 and beyond.”

Fourth Quarter Results

Operating revenues of $430 million were flat with the prior year period. Significant factors included the positive impacts of:

• Organic growth initiatives in special waste, recycled metals and other; and

• Escalations in service fee contracts.

Negative impacts were:

• Hurricane Sandy as certain facilities were briefly forced off-line;

• Lower revenues earned explicitly to service project debt;

• Lower recycled metals pricing; and

• Lower revenues from our insurance business.

Excluding the items noted above, operating expenses were $351 million in 2012 compared to $345 million for 2011, an increase of $6 million. Benefits from various operational improvements were more than offset by the negative impact of Hurricane Sandy and normal cost escalations.

Excluding the items noted above and the net operating income effects of Hurricane Sandy, operating income was $88 million for the year ended December 31, 2012, or an increase of $3 million compared to the prior year period.

Adjusted EBITDA declined $4 million to $143 million in 2012, primarily due to the negative impact of Hurricane Sandy, lower recycled metals pricing, lower alternative fuel tax credits, partially offset by the benefits of organic growth initiatives.

Free Cash Flow of $57 million in 2012 declined $6 million versus 2011 primarily due to higher interest expense, which was partially offset by the timing of other working capital.

Adjusted EPS of $0.20 declined by $0.07 from the prior year period due to a higher effective tax rate, increased interest expense and the negative impact of Hurricane Sandy. These declines were partially offset by a lower number of shares outstanding due to the Company's common stock buyback program.

2013 Guidance

The Company is establishing guidance for 2013 for the following key metrics:

(In millions, except per share amounts)

Metric	2012 Actual	2013 Guidance Range	% Change At Midpoint
Adjusted EBITDA	$ 492	$ 500 - $ 530	5%
Free Cash Flow	$ 262	$ 250 - $ 280	1%
Adjusted EPS	$ 0.52	$ 0.40 - $ 0.50	-13%

Conference Call Information

Covanta will host a conference call at 8:30 am (Eastern) on Thursday, February 7, 2013 to discuss its fourth quarter results. The conference call will begin with prepared remarks, which will be followed by a question and answer session. To participate, please dial 800-860-2442 approximately 10 minutes prior to the scheduled start of the call. If calling from Canada, please dial 866-605-3852. If calling outside of the United States and Canada, please dial 412-858-4600. Please request the “Covanta Holding Corporation call” when prompted by the conference call operator. The conference call will also be webcast live from the Investor Relations section of the Company's website. A presentation will be made available during the call and will be found on the Investor Relations section of the Covanta website at www.covantaenergy.com.

A replay will be available one hour after the end of the conference call through 9:00 AM (Eastern) Friday, February 15, 2013. To access the replay, please dial 877-344-7529, or from outside of the United States 412-317-0088 and use the replay conference ID number 10023855. The webcast will also be archived on www.covantaenergy.com.

10-K Filing Update

The Company expects its 2012 Annual Report on Form 10-K to be filed the week of February 11, 2013.

About Covanta

Covanta Holding Corporation (NYSE: CVA) is an internationally recognized owner and operator of large-scale Energy-from-Waste and renewable energy projects and a recipient of the Energy Innovator Award from the U.S. Department of Energy's Office of Energy Efficiency and Renewable Energy. Covanta's 44 Energy-from-Waste facilities provide communities with an environmentally sound solution to their solid waste disposal needs by using that municipal solid waste to generate clean, renewable energy. Annually, Covanta's modern Energy-from-Waste facilities safely and securely convert approximately 20 million tons of waste into 9 million megawatt hours of clean renewable electricity and approximately 9 billion pounds of steam that are sold to a variety of industries. For more information, visit www.covantaenergy.com.

Cautionary Note Regarding Forward-Looking Statements

Certain statements in this press release may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward-looking statements involve known and

unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries (“Covanta”) or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. For additional information see the Cautionary Note Regarding Forward-Looking Statements at the end of the Exhibits.

Investor Contacts

Alan Katz

1.862.345.5456

Clare Rauseo

1.862.345.5236

IR@covantaenergy.com

Media Contact

James Regan

1.862.345.5216

Covanta Holding Corporation	Exhibit 1
Consolidated Statements of Income

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2012			2011			2012			2011
	(Unaudited) (In millions, except per share amounts)
Operating revenues
Waste and service revenues	$	264		$	263		$	1,011		$	1,008
Recycled metals revenues	17			19			72			74
Electricity and steam sales	97			99			394			400
Other operating revenues	52			49			167			168
Total operating revenues	430			430			1,644			1,650
Operating expenses
Plant operating expenses	228			222			963			962
Other operating expenses (a)	56			36			156			138
General and administrative expenses	23			29			97			103
Depreciation and amortization expense	50			51			195			193
Net interest expense on project debt	5			7			27			31
Net (gains) write-offs (b)	(44		)	5			(46		)	5
Total operating expenses	318			350			1,392			1,432
Operating income	112			80			252			218
Other income (expense)
Investment income	1			—			1			1
Interest expense	(27		)	(17		)	(94		)	(67		)
Non-cash convertible debt related expense	(6		)	(5		)	(25		)	(25		)
Loss on extinguishment of debt (c)	(1		)	—			(3		)	(1		)
Other (expense) income, net (d)	—			(6		)	3			(19		)
Total other expenses	(33		)	(28		)	(118		)	(111		)
Income from continuing operations before income tax expense and equity in net income from unconsolidated investments	79			52			134			107
Income tax benefit (expense) (d)	4			(25		)	(26		)	(28		)
Equity in net income from unconsolidated investments	—			2			10			5
Income from continuing operations	83			29			118			84
(Loss) income from discontinued operations, net of income tax expense of $0, $0, $1 and $3, respectively	—			(1		)	(2		)	143
Net Income	83			28			116			227
Noncontrolling interests:
Less: Net income from continuing operations attributable to noncontrolling interests in subsidiaries	(1		)	(2		)	(2		)	(5		)
Less: Net income from discontinued operations attributable to noncontrolling interests in subsidiaries	—			—			—			(3		)
Total net income attributable to noncontrolling interests in subsidiaries	(1		)	(2		)	(2		)	(8		)
Net Income Attributable to Covanta Holding Corporation	$	82		$	26		$	114		$	219
Covanta Holding Corporation
Consolidated Statements of Income (continued)
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2012			2011			2012			2011
	(Unaudited) (In millions, except per share amounts)
Amounts Attributable to Covanta Holding Corporation stockholders:
Continuing operations	$	82		$	27		$	116		$	79
Discontinued operations	—			(1		)	(2		)	140
Net Income Attributable to Covanta Holding Corporation	$	82		$	26		$	114		$	219
Earnings Per Share Attributable to Covanta Holding Corporation stockholders:
Basic
Continuing operations	$	0.63		$	0.20		$	0.88		$	0.56
Discontinued operations	—			(0.01		)	(0.01		)	0.99
Covanta Holding Corporation	$	0.63		$	0.19		$	0.87		$	1.55
Weighted Average Shares	130			136			132			141
Diluted
Continuing operations	$	0.62		$	0.20		$	0.87		$	0.56
Discontinued operations	—			(0.01		)	(0.01		)	0.98
Covanta Holding Corporation	$	0.62		$	0.19		$	0.86		$	1.54
Weighted Average Shares	132			137			133			142
Cash Dividend Declared Per Share:	$	0.15		$	0.075		$	0.60		$	0.30
Supplemental Information - Non-GAAP
Adjusted EPS (e)	$	0.20		$	0.27		$	0.52		$	0.54
(a) For additional information, see Exhibit 4A - Note (a) and (f) of this Press Release.
(b) For additional information, see Exhibit 4A - Note (b) - (e) of this Press Release.
(c) For additional information, see Exhibit 7A - Note (a) and (b) of this Press Release.
(d) For additional information, see Exhibit 4A - Note (i) - (j) of this Press Release.
(e) For additional information, see Exhibit 4 of this Press Release.

Covanta Holding Corporation	Exhibit 1A
Consolidated Statements of Comprehensive Income

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2012			2011			2012			2011
	(Unaudited, in millions)
Net income	$	83		$	28		$	116		$	227
Foreign currency translation	3			11			1			—
Adjustment for pension plan settlement, net of tax expense (a)	6			—			7			—
Pension plan and postretirement plan unrecognized benefits, net of tax benefit	—			(8		)	—			(8		)
Net unrealized gain (loss) on derivative instruments, net of tax benefit	—			2			(2		)	2
Net unrealized loss on available for sale securities, net of tax	(1		)	—			—			—
Other comprehensive income (loss) attributable to Covanta Holding Corporation	8			5			6			(6		)
Comprehensive income	91			33			122			221
Less:
Net income attributable to noncontrolling interests in subsidiaries	(1		)	(2		)	(2		)	(8		)
Foreign currency translation attributable to noncontrolling interests in subsidiaries	—			1			—			2
Comprehensive income attributable to noncontrolling interests in subsidiaries	(1		)	(1		)	(2		)	(6		)
Comprehensive income attributable to Covanta Holding Corporation	$	90		$	32		$	120		$	215
(a) For additional information, see Exhibit 4A - Note (f) of this Press Release.

Covanta Holding Corporation	Exhibit 2
Consolidated Balance Sheets

	As of December 31,
	2012			2011
	(Unaudited)
ASSETS	(In millions, except per share amounts)
Current:
Cash and cash equivalents	$	246		$	232
Restricted funds held in trust	53			101
Receivables (less allowances of $6 and $5, respectively)	256			260
Unbilled service receivables	18			20
Deferred income taxes	18			28
Prepaid expenses and other current assets	97			105
Assets held for sale	—			18
Total Current Assets	688			764
Property, plant and equipment, net	2,561			2,423
Investments in fixed maturities at market (cost: $36 and $31, respectively)	36			31
Restricted funds held in trust	161			90
Unbilled service receivables	17			25
Waste, service and energy contracts, net	399			434
Other intangible assets, net	23			78
Goodwill	249			232
Investments in investees and joint ventures	49			43
Other assets	343			265
Total Assets	$	4,526		$	4,385
LIABILITIES AND EQUITY
Current:
Current portion of long-term debt	$	3		$	32
Current portion of project debt	80			147
Accounts payable	41			25
Deferred revenue	31			61
Accrued expenses and other current liabilities	205			211
Liabilities held for sale	—			3
Total Current Liabilities	360			479
Long-term debt	2,012			1,454
Project debt	237			533
Deferred income taxes	691			633
Waste and service contracts	35			76
Other liabilities	136			122
Total Liabilities	3,471			3,297
Equity:
Covanta Holding Corporation stockholders' equity:
Preferred stock ($0.10 par value; authorized 10 shares; none issued and outstanding)	—			—
Common stock ($0.10 par value; authorized 250 shares; issued 159 and 158 shares; outstanding 132 and 136 shares)	16			16
Additional paid-in capital	806			824
Accumulated other comprehensive income	7			1
Accumulated earnings	222			244
Treasury stock, at par	(3		)	(2		)
Total Covanta Holding Corporation stockholders equity	1,048			1,083
Noncontrolling interests in subsidiaries	7			5
Total Equity	1,055			1,088
Total Liabilities and Equity	$	4,526		$	4,385

Covanta Holding Corporation	Exhibit 3
Consolidated Statements of Cash Flow

	Twelve Months Ended December 31,
	2012			2011
	(Unaudited, in millions)
OPERATING ACTIVITIES:
Net income	$	116		$	227
Less: (Loss) income from discontinued operations, net of tax expense	(2		)	143
Income from continuing operations	118			84
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation and amortization expense	195			193
Net (gains) write-offs (a)	(46		)	5
Loss on extinguishment of debt (b)	3			1
Non-cash convertible debt related expense	25			25
Stock-based compensation expense	17			18
Deferred income taxes	15			30
Pension plan settlement expense (c)	11			—
Other, net	(3		)	(1		)
Reversal of uncertain tax positions related to pre-emergence tax matters (d)	—			(24		)
Contractual liability to pre-petition creditors (d)	—			15
Change in restricted funds-other related to contractual liability to pre-petition creditors (d)	—			5
Change in restricted funds held in trust	34			4
Change in working capital, net of effects of acquisitions	(27		)	5
Net cash provided by operating activities from continuing operations	342			360
Net cash provided by operating activities from discontinued operations	—			1
Net cash provided by operating activities	342			361
INVESTING ACTIVITIES:
Proceeds from assets sales	—			12
Purchase of property, plant and equipment	(126		)	(118		)
Acquisition of businesses, net of cash acquired	(94		)	(10		)
Acquisition of land use rights	(1		)	(8		)
Property insurance proceeds	8			1
Other, net	(11		)	(13		)
Net cash used in investing activities from continuing operations	(224		)	(136		)
Net cash provided by investing activities from discontinued operations	11			243
Net cash (used in) provided by investing activities	(213		)	107
FINANCING ACTIVITIES:
Proceeds from borrowing on long-term debt (b)	1,034			—
Payment of deferred financing costs (b)	(33		)	—
Principal payments on long-term debt (b)	(622		)	(7		)
Principal payments on project debt	(424		)	(137		)
Convertible debenture repurchases	(25		)	(32		)
Payments of borrowings on revolving credit facility	(191		)	—
Proceeds from borrowings on revolving credit facility	251			—
Proceeds from borrowings on project debt	—			15
Change in restricted funds held in trust	65			38
Cash dividends paid to stockholders	(90		)	(32		)
Common stock repurchased	(88		)	(229		)
Financing of insurance premiums, net	(10		)	10
Payments to pre-petition creditors	—			(12		)
Decrease in restricted funds to pre-petition creditors	—			12
Distributions to partners of noncontrolling interests in subsidiaries	(1		)	(6		)
Other financing, net	19			(1		)
Net cash used in financing activities from continuing operations	(115		)	(381		)
Net cash (used in) provided by financing activities from discontinued operations	(2		)	8
Net cash used in financing activities	(117		)	(373		)
Effect of exchange rate changes on cash and cash equivalents	—			(1		)
Net increase in cash and cash equivalents	12			94
Cash and cash equivalents at beginning of period	234			140
Cash and cash equivalents at end of period	246			234
Less: Cash and cash equivalents of discontinued operations at end of period	—			2
Cash and cash equivalents of continuing operations at end of period	$	246		$	232
(a) For additional information, see Exhibit 4A - Note (b) - (e) of this Press Release.
(b) For additional information, see Exhibit 7A - Note (a) - (b) of this Press Release.
(c) For additional information, see Exhibit 4A - Note (f) of this Press Release.
(d) For additional information, see Exhibit 4A - Note (i) of this Press Release.

Covanta Holding Corporation	Exhibit 4
Reconciliation of Diluted Earnings Per Share to Adjusted EPS

	Three Months Ended December 31,					Twelve Months Ended December 31,						Full Year Estimated 2013
	2012			2011		2012			2011
	(Unaudited)
Continuing Operations - Diluted Earnings Per Share	$	0.62		$	0.20	$	0.87		$	0.56		$0.40 - $0.50
Reconciling Items (a)	(0.42		)	0.07		(0.35		)	(0.02		)	—
Adjusted EPS	$	0.20		$	0.27	$	0.52		$	0.54		$0.40 - $0.50
(a) For details related to the Reconciling Items, see Exhibit 4A of this Press Release.

Covanta Holding Corporation	Exhibit 4A
Reconciling Items

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2012			2011			2012			2011
	(Unaudited) (In millions, except per share amounts)
Reconciling Items
Operating loss related to insurance subsidiaries (a)	$	1		$	1		$	10		$	2
Write-off of intangible liability (b)	—			—			(29		)	—
Write-off of renewable fuels project (c)	—			—			16			—
Development costs (d)	—			5			11			5
Net gain related to lease termination (e)	(44		)	—			(44		)	—
Gain on sales of business	—			(8		)	—			(9		)
Pension plan settlement expense (f)	11			—			11			—
Loss on extinguishment of debt (g)	1			—			3			1
Effect on income of derivative instruments not designated as hedging instruments	—			(2		)	(1		)	(2		)
Effect of foreign exchange loss (gain) on indebtedness (h)	—			6			(3		)	4
Contractual liability to pre-petition creditors (i)	—			—			—			15
Other	(1		)	1			—			1
Total Reconciling Items, pre-tax	(32		)	3			(26		)	17
Proforma income tax impact (j)	(24		)	8			(22		)	4
Grantor trust activity	1			—			1			1
Reversal of uncertain tax positions related to pre-emergence tax matters (i)	—			—			—			(24		)
Total Reconciling Items, net of tax	$	(55	)	$	11		$	(47	)	$	(2	)
Diluted (Loss) Earnings Per Share Impact	$	(0.42	)	$	0.07		$	(0.35	)	$	(0.02	)
Weighted Average Diluted Shares Outstanding	132			137			133			142

(a) During the year ended December 31, 2012, we transitioned our remaining insurance business to run-off and recorded additional losses and reserve increases of $7 million primarily relating to adverse loss development.

(b) During the year ended December 31, 2012, our service contract for the Essex EfW facility was amended and we recorded a non-cash write-off of an intangible liability of $29 million related to the below-market service contract which was recorded at fair value upon acquisition of the facility.

(c) During the year ended December 31, 2012, we suspended the construction of a facility that transformed waste materials into renewable liquid fuels. We recorded a non-cash write-off of $16 million representing the capitalized costs related to this project.

(d) During the year ended December 31, 2012, we recorded a non-cash write-off of $11 million comprised of capitalized development costs related to a development project which we ceased to pursue in the United Kingdom. During the year ended December 31, 2011, we recorded a non-cash write-off of $5 million comprised of capitalized development costs and land related to a development project which we ceased to pursue in the United Kingdom.

(e) During the year ended December 31, 2012, we recorded a net gain related to the termination of the pre-existing lease in connection with the acquisition of the Delaware Valley energy-from-waste facility.

(f) During the three months ended December 31, 2012, we recorded a pension settlement charge of $11 million.

(g) For additional information, see Exhibit 7A - Note (a) - (b) of this Press Release.

(h) During the year ended December 31, 2012 and 2011, we recorded a foreign exchange (gain) loss related to intercompany loans, respectively.

(i) For additional information, see Item 8. Financial Statements and Supplementary Data - Note 16. Income Taxes of Covanta's Annual Report on Form 10-K for the year ended December 31, 2011.

(i) The expiration of the statute of limitations in 2011 triggered a contractual liability to pay restricted funds to third party claimants and resulted in other non-operating expense for the year ended December 31, 2011 of $15 million with no related income tax benefit. These payments related to tax liabilities set up in connection with Covanta Energy’s emergence from bankruptcy.

(ii) For the year ended December 31, 2011, the income tax provision includes a $24 million benefit due to the reversal of uncertain tax positions, following the expiration of applicable statutes of limitations related to pre-emergence tax matters in the Covanta Energy bankruptcy.

(j) We are presenting this proforma calculation of the income tax effect on all reconciling items for each period to illustrate the proforma impact on income tax expense and net income. The proforma income tax impact represents the tax provision amount related to the overall tax provision calculated without the reconciling items when compared to the tax provision reported under GAAP in the condensed consolidated statement of income.

Covanta Holding Corporation	Exhibit 4B
Effective Tax Rate "ETR"

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2012		2011		2012		2011
	(Unaudited)
Effective Tax Rate (a)	(5.2	)%	48.7	%	19.3	%	26.8	%

(a) The ETR decrease during 2012 was primarily due to the impact of no tax expense on the gain on settlement of the pre-existing lease recorded in connection with the Delaware Valley energy-from-waste facility acquisition (see Exhibit 4A - Note (e) above). In 2011, the ETR included the impact of the reversal of uncertain tax positions in 2011 (see Exhibit 4A - Note (i) above). There is no tax benefit from the contractual liability to pre-petition creditors and as a result, this item had an impact on the effective tax rate in 2011.

Covanta Holding Corporation	Exhibit 5
Reconciliation of Net Income to Adjusted EBITDA

	Three Months Ended December 31,						Twelve Months Ended December 31,						Full  Year Estimated 2013
	2012			2011			2012			2011
	(Unaudited, in millions)
Net Income from Continuing Operations Attributable to Covanta Holding Corporation	$	82		$	27		$	116		$	79		$53 - $66
Operating loss related to insurance subsidiaries (a)	1			1			10			2			(5) - 0
Depreciation and amortization expense	50			51			195			193			220 - 210
Debt service:
Net interest expense on project debt	5			7			27			31
Interest expense	27			17			94			67
Non-cash convertible debt related expense	6			5			25			25
Investment income	(1		)	—			(1		)	(1		)
Subtotal debt service	37			29			145			122			171 - 155
Income tax expense (b)	(4		)	25			26			52			40 - 65
Reversal of uncertain tax positions related to pre-emergence tax matters(b)	—			—			—			(24		)
Contractual liability to pre-petition creditors (b)	—			—			—			15
Write-off of intangible liability (c)	—			—			(29		)	—
Write-off of renewable fuels project (d)	—			—			16			—
Development costs (e)	—			5			11			5
Net gain related to lease termination (f)	(44		)	—			(44		)	—
Pension plan settlement expense (g)	11			—			11			—
Loss on extinguishment of debt (h)	1			—			3			1
Gain on the sale of business	—			(8		)	—			(9		)
Net income loss attributable to noncontrolling interests in subsidiaries	1			2			2			5			3 - 8
Other adjustments:
Debt service billings in excess of revenue recognized	3			1			9			22
Non-cash compensation expense	4			5			17			18
Other non-cash items (i)	1			9			4			13
Subtotal other adjustments	8			15			30			53			18 - 26
Total adjustments	61			120			376			415
Adjusted EBITDA	$	143		$	147		$	492		$	494		$500 - $530
(a) For additional information, see Exhibit 4A - Note (a) of this Press Release.

(b) Income tax expense for 2011 is adjusted for the reversal of uncertain tax positions related to pre-emergence tax matters. For additional information, see Exhibit 4A - Note (i) of this Press Release.

(c) For additional information, see Exhibit 4A - Note (b) of this Press Release.

(d) For additional information, see Exhibit 4A - Note (c) of this Press Release.

(e) For additional information, see Exhibit 4A - Note (d) of this Press Release.

(f) For additional information, see Exhibit 4A - Note (e) of this Press Release.

(g) For additional information, see Exhibit 4A - Note (f) of this Press Release.

(h) For additional information, see Exhibit 7A - Note (a) - (b) of this Press Release.

(i) Includes certain non-cash items that are added back under the definition of Adjusted EBITDA in Covanta Energy Corporation’s credit agreement.

Covanta Holding Corporation	Exhibit 6
Reconciliation of Cash Flow Provided by Operating Activities to Free Cash Flow

	Three Months Ended December 31,						Twelve Months Ended December 31,						Full  Year Estimated 2013
	2012			2011			2012			2011
	(Unaudited, in millions)
Cash flow provided by operating activities from continuing operations	$	74		$	84		$	342		$	360		$325 - $360
Plus: Cash flow used in (provided by) operating activities from insurance subsidiaries	1			(2		)	5			2			5 - 10
Less: Maintenance capital expenditures (a)	(18		)	(19		)	(85		)	(80		)	(80) - (90)
Free Cash Flow	$	57		$	63		$	262		$	282		$250 -$280
Weighted Average Diluted Shares Outstanding	132			137			133			142
Uses of Free Cash Flow
Investments:
Acquisition of businesses, net of cash acquired	$	(94	)	$	—		$	(94	)	$	(10	)
Property insurance proceeds	8			1			8			1
Non-maintenance capital expenditures (b)	(14		)	(8		)	(41		)	(38		)
Acquisition of land use rights (b)	—			—			(1		)	(8		)
Other growth investments (b)	(2		)	—			(2		)	(14		)
Other investing activities, net (c)	(6		)	7			(9		)	1
Total investments	$	(108	)	$	—		$	(139	)	$	(68	)
Return of capital to stockholders:
Cash dividends paid to stockholders	$	(39	)	$	(10	)	$	(90	)	$	(32	)
Common stock repurchased	(5		)	(26		)	(88		)	(229		)
Total return of capital to stockholders	$	(44	)	$	(36	)	$	(178	)	$	(261	)
Capital raising activities:
Net proceeds from issuance of corporate debt (d)	$	328		$	—		$	1,001		$	—
Net proceeds from issuance of project debt	—			—			—			15
Net proceeds from asset sales	—			12			—			12
Other financing activities, net	16			2			19			(1		)
Net proceeds from capital raising activities	$	344		$	14		$	1,020		$	26
Debt repayments:
Net cash used for scheduled principal payments on corporate debt	$	(1	)	$	(2	)	$	(26	)	$	(7	)
Net cash used for scheduled principal payments on project debt (e)	(64		)	(23		)	(121		)	(99		)
Optional repayment of corporate debt (f)(g)	—			—			(621		)	(32		)
Net cash used for optional repayment of project debt (h)	(238		)	—			(238		)	—
Total debt repayments	$	(303	)	$	(25	)	$	(1,006	)	$	(138	)
Borrowing activities - Revolving credit facility, net	$	40		$	—		$	60		$	—
Short-term borrowing activities - Financing of insurance premiums, net	$	—		$	10		$	(10	)	$	10
Distributions to partners of noncontrolling interests in subsidiaries	$	—		$	(1	)	$	(1	)	$	(6	)
Effect of exchange rate changes on cash and cash equivalents	$	(1	)	$	3		$	—		$	1
Net change in cash and cash equivalents from continuing operations	$	(15	)	$	28		$	8		$	(154	)
(a)  Purchases of property, plant and equipment are also referred to as capital expenditures. Capital expenditures that primarily maintain existing facilities are classified as maintenance capital expenditures. The following table provides the components of total purchases of property, plant and equipment:
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2012			2011			2012			2011
Maintenance capital expenditures	$	(18	)	$	(19	)	$	(85	)	$	(80	)
Capital expenditures associated with construction	—			(1		)	—			(16		)
Capital expenditures associated with technology development and organic growth initiatives	(9		)	(4		)	(27		)	(10		)
Capital expenditures - other	(5		)	(3		)	(14		)	(12		)
Total purchases of property, plant and equipment	$	(32	)	$	(27	)	$	(126	)	$	(118	)
(b)  Investments in our various growth opportunity areas, including organic growth initiatives, technology, business development, and other similar expenditures, excluding acquisitions of businesses. Non-maintenance capital expenditures also includes amounts associated with insurable events. These expenditures are not considered growth investments. These expenditures were $4 million and $1 million for the three months ended December 31, 2012 and 2011, respectively, and $13 million and $1 million for the twelve months ended December 31, 2012 and 2011, respectively.
(c)  Other investing activities is primarily comprised of net payments from the purchase/sale of investment securities and business development expenses.
(d)  For additional information, see Exhibit 7A - Note (a) of this Press Release. Excludes borrowings under Revolving Credit Facility. Calculated as follows:
Proceeds from borrowings on long-term debt	$	335		$	—		$	1,034		$	—
Less: Financing costs related to issuance of long-term debt	(7		)	—			(33		)	—
Net proceeds from issuance of corporate debt	$	328		$	—		$	1,001		$	—
(e) Calculated as follows:
Total scheduled principal payments on project debt	$	(100	)	$	(54	)	$	(146	)	$	(137	)
Decrease in related restricted funds held in trust	36			31			25			38
Net cash used for principal payments on project debt	$	(64	)	$	(23	)	$	(121	)	$	(99	)
(f) For additional information, see Exhibit 7A - Note (a) of this Press Release. Calculated as follows:
Redemption of Term Loan due 2014	$	—		$	—		$	(619	)	$	—
Redemption of Convertible Debentures (g)	—			—			(2		)	(32		)
Total optional repayment of corporate debt	$	—		$	—		$	(621	)	$	(32	)
(g) As of December 31, 2011, there were $25 million aggregate principal amount of the Debentures outstanding. On February 1, 2012, holders of $23 million of outstanding Debentures exercised their option for us to redeem the Debentures at par. The Debentures were also subject to redemption at our option at any time on or after February 1, 2012, and we subsequently redeemed the remaining $2 million of outstanding Debentures on March 23, 2012.
(h) Calculated as follows:
Total optional principal payments on project debt	$	(278	)	$	—		$	(278	)	$	—
Decrease in related restricted funds held in trust	40			—			40			—
Net cash used for optional repayment of project debt	$	(238	)	$	—		$	(238	)	$	—

Covanta Holding Corporation	Exhibit 7
Capitalization Information

	As of December 31,
	2012		2011
	(Unaudited, in millions)
Cash and Cash Equivalents:
Domestic	$	12	$	49
International	215		174
Insurance Subsidiary	19		9
Total Cash and Cash Equivalents	$	246	$	232
Restricted Funds Held in Trust: (a)(b)
Debt Service - Principal	$	72	$	113
Debt Service - Interest	6		8
Debt Service Funds - Total	78		121
Revenue Funds	9		16
Other Funds	127		54
Total Restricted Funds Held in Trust	$	214	$	191
(a) Restricted funds held in trust are primarily amounts received by third-party trustees relating to certain projects we own which may be used only for specified purposes. We generally do not control these accounts. They primarily include debt service reserves for payment of principal and interest on project debt. Revenue funds are comprised of deposits of revenues received with respect to projects prior to their disbursement. Other funds are primarily amounts held in trust for operations, maintenance, environmental obligations, operating lease reserves in accordance with agreements with our clients and amounts held for future scheduled distributions.
(b) During the three months ended December 31, 2012, we completed a Project Debt Refinancing. For additional information, see Exhibit 7A - Note (a) of this Press Release.

							Exhibit 7A
	As of December 31, 2012				As of December 31, 2011
	Face Value		Book Value		Face Value		Book Value
	(Unaudited, in millions)
Corporate Debt:
Revolving Credit Facility (a)	$	60	$	60	$	—	$	—
Term Loan due 2014 (a)	—		—		619		619
New Term Loan due 2019 (a)	298		297		—		—
7.25% Senior Notes due 2020	400		400		400		400
6.375% Senior Notes due 2022 (a)	400		400		—		—
3.25% Cash Convertible Senior Notes due 2014	460		523		460		442
1.00% Senior Convertible Debentures due 2027 (b)	—		—		25		25
Sub-total	$	1,618	$	1,680	$	1,504	$	1,486
Tax-Exempt Bonds (a)
4.875% Massachusetts Series 2012A due 2027	$	20	$	20	$	—	$	—
4.875% Massachusetts Series 2012B due 2042	67		67		—		—
5.25% Massachusetts Series 2012C due 2042	83		83		—		—
5.25% Niagara Series 2012A due 2042	130		130		—		—
4.00% Niagara Series 2012B due 2024	35		35		—		—
Sub-total Tax-Exempt Bonds	$	335	$	335	$	—	$	—
Total corporate debt (including current portion)	$	1,953	$	2,015	$	1,504	$	1,486
Project Debt:
Domestic project debt - service fee facilities (a)	$	223	$	226	$	291	$	295
Domestic project debt - tip fee facilities (a)	68		68		355		359
International project debt	23		23		26		26
Total project debt (including current portion)	$	314	$	317	$	672	$	680
Total Debt Outstanding	$	2,267	$	2,332	$	2,176	$	2,166
Net Debt (c)	$	1,949			$	1,831
Availability for Borrowings under the Revolving Credit Facility (a)	$	584			$	300

(a) During the first quarter of 2012, we completed a refinancing of our previously existing senior secured credit facilities, issued by our subsidiary, Covanta Energy, which consisted of a $300 million revolving credit facility, a $320 million funded letter of credit facility and a $619 million term loan, by entering into $1.2 billion in new senior secured credit facilities (the “2012 Credit Facilities”) issued by our subsidiary, Covanta Energy, comprised of a $900 million revolving credit facility that expires in 2017 (the “Revolving Credit Facility”) and a $300 million term loan due 2019 (the “Term Loan”), and by issuing $400 million aggregate principal amount of 6.375% senior notes due 2022 (the “6.375% Notes”). The proceeds from the Term Loan and a portion of the proceeds from the 6.375% Notes were used to repay the previously existing term loan, as well as to pay transaction expenses, while the Revolving Credit Facility replaced the previously existing $300 million revolving credit facility and $320 million funded letter of credit facility. The Revolving Credit Facility is available for both the issuance of letters of credit ($256 million outstanding as of December 31, 2012) and for cash borrowings for general corporate purposes ($60 million outstanding cash borrowings as of December 31, 2012). As a result of the refinancing, we recognized a loss on extinguishment of debt of approximately $2 million, pre-tax, which was comprised of the write-off of deferred financing costs in connection with previously existing financing arrangements. We incurred $26 million in offering costs related to the refinancing which has been paid as of December 31, 2012.

In November 2012, we issued new tax-exempt corporate bonds totaling $335 million. Proceeds from the offerings were utilized to refinance tax-exempt project debt at our Haverhill, Niagara and SEMASS facilities, as well as to fund certain capital expenditures in Massachusetts. As a result of the refinancing, we recognized a loss on extinguishment of debt of approximately $1 million, pre-tax, which was primarily comprised of the write-off of financing costs in connection with this transaction, offset by the write-off of unamortized premiums on previously existing financing arrangements. We incurred $7 million in offering costs related to the refinancing which has been paid as of December 31, 2012.

Debt Refinancing Details (Unaudited, in millions)	Corporate Debt Refinancing			Project Debt Refinancing
Offering - 6.375% Senior Notes due 2022	$	400		$	—
New Term Loan due 2019	300			—
New Tax-Exempt Bonds	—			335
Release of financing restricted funds	—			40
Offering Costs	(26		)	(7		)
Net Proceeds	674			368
Redemption of Term Loan due 2014	(619		)	—
Redemption of Project Debt	—			(328		)
Net Offering funds available for general corporate purposes	$	55		$	40

(b) As a result of the purchase of outstanding Debentures, we recorded a loss on extinguishment of debt which is comprised of the difference between the fair value and carrying value of the liability component of the Debentures tendered, the write-off of deferred financing costs and fees incurred in conjunction with the tender offer.

(c) Net Debt is calculated as total principal amount of debt outstanding less cash and cash equivalents and debt service principal restricted funds.

Covanta Holding Corporation	Exhibit 8
Return to Stockholders
(Unaudited, in millions, except per share amounts and percentages)

During years ended December 31, 2010, 2011 and 2012, the following amounts were returned to stockholders:

	Amount		Shares Repurchased	Weighted Average Cost Per Share		% of Common Stock Outstanding Repurchased
Common Stock Repurchased(a)
FY 2010	$	95	6.1	$	15.56	3.9%
FY 2011	$	230	14.4	$	15.99	9.6%
Q1 2012	$	30	1.8	$	16.45	1.3%
Q2 2012	30		1.9	$	16.04	1.4%
Q3 2012	25		1.5	$	17.22	1.1%
Q4 2012	3		0.1	$	17.41	0.1%
FY 2012 sub-total:	$	88	5.3	$	16.55	3.9%
Total Common Stock Repurchased	$	413	25.8	$	16.00	16.7%
Cash Dividends Declared to Stockholders
FY 2010	$	233
FY 2011	$	42
Q1 2012	$	21
Q2 2012	20
Q3 2012	20
Q4 2012 (b)	20
FY 2012 sub-total:	$	81
Total Cash Dividends Declared to Stockholders	$	356
Total Return to Stockholders	$	769
(a) As of December 31, 2012, the amount remaining under our currently authorized share repurchase program was $87 million.
(b) On November 27, 2012, the Board of Directors authorized a quarterly cash dividend of $0.15 per share. The Q4 2012 payment was made on December 26, 2012 to stockholders of record as of the close of business on December 18, 2012.

Covanta Holding Corporation	Exhibit 9
Consolidated Reconciliation of Cash Flow Provided by Operating Activities to Adjusted EBITDA

	Three Months Ended December 31,						Twelve Months Ended December 31,						Full Year Estimated 2013
	2012			2011			2012			2011
	(Unaudited, in millions)
Cash flow provided by operating activities from continuing operations	$	74		$	84		$	342		$	360		$325 - $360
Cash flow used in operating activities from insurance activities (a)	(1		)	2			(5		)	(2		)	5 - 10
Debt service	37			29			145			122			171 - 155
Change in working capital	79			72			27			(5		)
Change in restricted funds held in trust	(44		)	(39		)	(34		)	(4		)
Non-cash convertible debt related expense	(6		)	(5		)	(25		)	(25		)
Equity in net income from unconsolidated investments	—			2			10			5
Dividends from unconsolidated investments	(1		)	(3		)	(8		)	(8		)
Current tax provision	4			18			11			(2		)
Reversal of uncertain tax positions related to pre-emergence tax matters (b)	—			—			—			24
Contractual liability to pre-petition creditors(b)	—			(15		)	—			(15		)
Change in restricted funds-other related to contractual liability to pre-petition creditors (b)	—			—			—			(5		)
Other	1			2			29			49
Sub-total	33			32			10			14			(1) - 5
Adjusted EBITDA	$	143		$	147		$	492		$	494		$500 - $530
(a) For additional information, see Exhibit 4A - Note (a) of this Press Release.
(b) For additional information, see Exhibit 4A - Note (i) of this Press Release.

Covanta Holding Corporation	Exhibit 10
Plant Operating Expenses Detail - Americas

The Americas segment quarterly plant operating expenses typically differs substantially as a result of the timing of scheduled plant maintenance. We typically conduct scheduled maintenance periodically each year, which requires that individual boiler units temporarily cease operations. During these scheduled maintenance periods, we incur material repair and maintenance expenses and receive less revenue until the boiler and/or turbine units resume operations. This scheduled maintenance typically occurs during periods of off-peak electric demand and/or lower waste volumes, which are our first, second and fourth fiscal quarters. The first half of the year scheduled maintenance period is typically the most extensive. The third quarter scheduled maintenance period is typically the least extensive. Given these factors, we typically experience our lowest operating income from our projects during the first half of each year. The aggregate of all other components of plant operating expense is relatively consistent each quarter of the year.

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2012		2011		2012		2011
	(Unaudited, in millions)
Plant Operating Expenses:
Plant maintenance (a)	$	47	$	44	$	226	$	231
All other	172		171		705		703
Plant operating expenses	$	219	$	215	$	931	$	934
(a) Plant maintenance costs include our internal maintenance team and non-facility employee costs for facility scheduled and unscheduled maintenance and repair expenses.

Covanta Holding Corporation - Americas Segment	Exhibit 11A
Statistics - (Unaudited, in millions, except percentages)

Boiler Availability

	Twelve Months Ended December 31,
	2012	2011
EfW Facilities	92.3%	91.7%

Waste and Service Revenue

	Twelve Months Ended December 31,
	2012		2011
Waste and service revenue unrelated to project debt	$	961	$	953
Revenue earned explicitly to service project debt - principal	39		42
Revenue earned explicitly to service project debt - interest	8		11
Total waste and service revenue	$	1,008	$	1,006

Energy Revenue and Megawatt hours (MWh) At Market and Contracted by Facility Type

	Twelve Months Ended December 31,
	2012					2011
	Revenue  (a)		Volume (a),(b)	% of Total Volume		Revenue  (a)		Volume (a),(b)	% of Total Volume
EfW
At Market	$	36	0.83	15	%	$	79	1.30	23	%
Contracted & Hedged	270		3.96	71	%	227		3.39	61	%
Total EfW	$	306	4.79	86	%	$	306	4.69	84	%
Biomass
At Market	$	13	0.37	7	%	$	12	0.25	5	%
Contracted	48		0.36	7	%	58		0.60	11	%
Total Biomass	$	61	0.73	14	%	$	70	0.85	16	%
Total	$	367	5.52	100	%	$	376	5.54	100	%
(a) Covanta share only
(b) Steam converted to MWh (0.7M MWh for both 2012 and 2011)

Projected Energy Megawatt hours (MWh) At Market and Contracted by Facility Type ^(a) 

	Full Year 2013E As of January 1, 2013
EfW
At Market	1.0
Contracted & Hedged	4.5
Total EfW	5.5
Biomass(b)
At Market	0.3
Contracted	0.4
Total Biomass	0.7
Total	6.2

(a) Covanta share only

(b) Additional 0.4 million MWh of Biomass energy is economically dispatched, but available to run

Covanta Holding Corporation - Americas Segment	Exhibit 11B
Statistics - (Unaudited, in millions, except percentages, metal tons (in thousands), and pricing data in Economic Drivers Section)

Recycled Metal Net Revenue by Type ^(a) 

	Twelve Months Ended December 31,
	2012		2011
Ferrous Metal	$	58	$	60
Non-Ferrous Metal	14		14
Total	$	72	$	74

(a) Covanta share only

Recycled Metal Net Tons Recovered by Type ^(a),(b) 

	Twelve Months Ended December 31,
	2012	2011
Ferrous Metal	309.0	312.0
Non-Ferrous Metal	14.7	14.0
Total	323.7	326.0

(a) Net volume: Covanta share only

(b) Tons in thousands

Recycled Metal Gross Tons Recovered by Type ^(a),(b) 

	Twelve Months Ended December 31,
	2012	2011
Ferrous Metal	415.0	414.0
Non-Ferrous Metal	16.8	15.9
Total	431.8	429.9

(a) Gross volume: Both Covanta and client share

(b) Tons in thousands

Published Industry U.S. Economic Drivers ^(a)

	As of December 31,
	2012			2011
Consumer Price Index (b)	1.7		%	3.0		%
PJM Pricing (Electricity)(c)	$	34.76		$	48.31
Henry Hub Pricing (Natural Gas) (d)	$	2.75		$	4.04
#1 HMS Pricing (Ferrous Metals) (e)	$	368		$	410
Scrap Metals - Old Sheet & Old Cast (f)	$	0.72		$	0.77

(a) While these drivers impact our business, there is not an exact correlation between our results and changes in these metrics.

(b) 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.

(c) Average price per MWh for full year 2012 and 2011. Pricing for the PJM PSEG Zone is provided by the PJM ISO.

(d) Average price per MMBtu for full year 2012 and 2011. The Henry Hub Pricing data is provided by the Natural Gas Weekly Update, Energy Information Administration, Washington, DC. Nebraska Energy Office, Lincoln, NE.

(e) Average price per gross ton for full year 2012 and 2011. The #1 Heavy Melt Steel (HMS) composite index ($/gross ton) price is published by American Metal Market.

(f) Average price per pound for full year 2012 and 2011. Calculated using high and low prices for Old Sheet & Old Cast Scrap Metals ($/lb) published by American Metal Market.

Discussion of Non-GAAP Financial Measures

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

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

Adjusted EBITDA

We use Adjusted EBITDA to provide further information that is useful to an understanding of the financial covenants contained in the credit facilities as of December 31, 2012 of our most significant subsidiary, Covanta Energy, through which we conduct our core waste and energy services business, 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 our core business. The calculation of Adjusted EBITDA is based on the definition in Covanta Energy’s credit facilities as of December 31, 2012, which we have guaranteed. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income. Because our business is substantially comprised of that of Covanta Energy, our financial performance is substantially similar to that of Covanta Energy. For this reason, and in order to avoid use of multiple financial measures which are not all from the same entity, the calculation of Adjusted EBITDA and other financial measures presented herein are ours, measured on a consolidated basis for continuing operations, less the results of operations of our insurance subsidiaries.

Under the credit facilities as of December 31, 2012, 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 our ability to engage in a broad range of activities in furtherance of our business, including making certain investments, acquiring businesses and incurring additional debt. Covanta Energy was in compliance with these covenants as of December 31, 2012. Failure to comply with such financial covenants could result in a default under these credit facilities, which default would have a material adverse affect on our 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 4.00 to 1.00, 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 (which for purposes of calculating the leverage ratio and interest coverage ratio, is adjusted on a pro forma basis for acquisitions and dispositions made during the relevant period); 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 ours, to the extent paid by Covanta Energy.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the three and twelve months ended December 31, 2012 and 2011, reconciled for each such periods to net income from continuing operations and cash flow provided by operating activities from continuing operations, which are believed to be the most directly comparable measures under GAAP.

Free Cash Flow

Free Cash Flow is defined as cash flow provided by operating activities from continuing operations, excluding the cash flow provided by or used in our insurance subsidiaries, less maintenance capital expenditures, which are capital expenditures primarily to maintain our existing facilities. We use the non-GAAP measure of Free Cash Flow as a criterion of liquidity and performance-based components of employee compensation. We use Free Cash Flow as a measure of liquidity to determine amounts we can reinvest in our core businesses, such as amounts available to make acquisitions, invest in construction of new projects, make principal payments on debt, or amounts we can return to our stockholders through dividends and/or stock repurchases.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow for the three and twelve months ended December 31, 2012 and 2011, reconciled for each such periods to cash flow provided by operating activities from continuing operations, which we believe to be the most directly comparable measure under GAAP.

Adjusted EPS

Adjusted EPS excludes certain income and expense items that are not representative of our ongoing business and operations, which are included in the calculation of Diluted Earnings Per Share in accordance with GAAP. The following items are not all-inclusive, but are examples of reconciling items in prior comparative and future periods. They would include the results of operations of our insurance subsidiaries, write-off of assets and liabilities, the effect of derivative instruments not designated as hedging instruments, significant gains or losses from the disposition or restructuring of businesses, gains and losses on assets held for sale, transaction-related costs, income and loss on the extinguishment of debt and other significant items that would not be representative of our ongoing business.

We will use the non-GAAP measure of Adjusted EPS to enhance the usefulness of our financial information by providing a measure which management internally uses to assess and evaluate the overall performance and highlight trends in the ongoing business.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EPS for the three and twelve months ended December 31, 2012 and 2011, reconciled for each such periods to diluted earnings per share from continuing operations, which is believed to be the most directly comparable measure under GAAP.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this Annual Report on Form 10-K may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933 (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”), the Private Securities Litigation Reform Act of 1995 (the “PSLRA”) or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries (“Covanta”) or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words “plan,” “believe,” “expect,” “anticipate,” “intend,” “estimate,” “project,” “may,” “will,” “would,” “could,” “should,” “seeks,” or “scheduled to,” or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the “safe harbor” provisions of such laws. Covanta cautions investors that any forward-looking statements made by us are not guarantees or indicative of future performance. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include, but are not limited to:

• fluctuations in the prices of energy, waste disposal, scrap metal and commodities;

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

• the fee structures of our contracts;

• our ability to avoid adverse publicity relating to our business expansion efforts;

• advances in technology;

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

• failure to maintain historical performance levels at our facilities and our ability to retain the rights to operate facilities we do not own;

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

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

• the scalability of our business;

• limits of insurance coverage;

• our ability to avoid defaults under our long-term contracts;

• performance of third parties under our contractual arrangements and such third parties' observance of laws and regulations;

• concentration of suppliers and customers;

• geographic concentration of facilities;

• increased competitiveness in the energy and waste industries;

• changes in foreign currency exchange rates;

• limitations imposed by our existing indebtedness and our ability to perform our financial obligations and guarantees and to refinance our existing indebtedness;

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

• our ability to utilize net operating loss carryforwards;

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

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

• our ability to attract and retain talented people;

• general economic conditions in the United States and abroad, including the availability of credit and debt financing and market conditions at the time our contracts expire; and

• other risks and uncertainties affecting our businesses described in Item 1A. Risk Factors of this Annual Report on Form 10-K and in other filings by Covanta with the SEC.

Although we believe that our plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The forward-looking statements contained in this Annual Report on Form 10-K are made only as of the date hereof and we do not have, or undertake, any obligation to update or revise any forward-looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law.

EX-99.2

Covanta Holding Corporation Fourth Quarter and Year End 2012 Earnings Conference Call NYSE: CVA February 7, 2013 1 Exhibit 99.2

Cautionary Statements 2 All information included in this earnings presentation is based on continuing operations. Forward-Looking Statements Certain statements in this presentation may constitute "forward-looking" statements as defined in Section 27A of the Securities Act of 1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the Securities and Exchange Commission (“SEC”), all as may be amended from time to time. Such forward- looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta and its subsidiaries, or general industry or broader economic performance in global markets in which Covanta operates or competes, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. Forward-looking statements can be identified by, among other things, the use of forward-looking language, such as the words "plan," "believe," "expect," "anticipate," "intend," "estimate," "project," "may," "will," "would," "could," "should," "seeks," or "scheduled to," or other similar words, or the negative of these terms or other variations of these terms or comparable language, or by discussion of strategy or intentions. These cautionary statements are being made pursuant to the Securities Act, the Exchange Act and the PSLRA with the intention of obtaining the benefits of the "safe harbor" provisions of such laws. Covanta cautions investors that any forward-looking statements made by Covanta are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements with respect to Covanta, include, but are not limited to, the risk that Covanta may not successfully grow its business as expected or close its announced or planned acquisitions or projects in development, and those factors, risks and uncertainties that are described in periodic securities filings by Covanta with the SEC. Although Covanta believes that its plans, intentions and expectations reflected in or suggested by such forward-looking statements are reasonable, actual results could differ materially from a projection or assumption in any forward-looking statements. Covanta's future financial condition and results of operations, as well as any forward-looking statements, are subject to change and to inherent risks and uncertainties. The forward-looking statements contained in this press release are made only as of the date hereof and Covanta does not have or undertake any obligation to update or revise any forward- looking statements whether as a result of new information, subsequent events or otherwise, unless otherwise required by law. Non-GAAP Financial Measures We use a number of different financial measures, both United States generally accepted accounting principles (“GAAP”) and non-GAAP, in assessing the overall performance of our business. The non-GAAP financial measures of Adjusted EBITDA, Free Cash Flow and Adjusted EPS, as described and used in this earnings presentation, are not intended as a substitute or as an alternative to net income, cash flow provided by operating activities or diluted earnings per share as indicators of our performance or liquidity or any other measures of performance or liquidity derived in accordance with GAAP. In addition, our non-GAAP financial measures may be different from non-GAAP measures used by other companies, limiting their usefulness for comparison purposes. The presentations of Adjusted EBITDA, Free Cash Flow and Adjusted EPS are intended to enhance the usefulness of our financial information by providing measures which management internally use to assess and evaluate the overall performance of its business and those of possible acquisition candidates, and highlight trends in the overall business. In each case, a reconciliation to the nearest GAAP measure is provided.

2012 Highlights 3 • Excellent operating performance – Record setting year for EfW boiler availability of 92.3% – Extended waste and energy contracts totaling $2.5 billion in revenue with an average term of 12 years • Challenging external factors caused flat year-over-year Adjusted EBITDA – Year-over-year energy and metal pricing caused a $15 million decline – Hurricane Sandy adverse impact of $9 million • Continued strong Free Cash Flow and focused capital allocation – Returned $169 million of capital to stockholders; doubled quarterly dividend – Acquired Delaware Valley EfW facility – Successfully refinanced $1.9 billion in debt, creating substantial financial flexibility (Unaudited, in millions, except EPS) FY 2011 FY 2012 2012 Guidance1 Revenue $1,650 $1,644 N/A Adjusted EBITDA $494 $492 $490 - $500 Free Cash Flow $282 $262 $250 - $265 Adjusted EPS $0.54 $0.52 $0.50 - $0.55 (1) As of 11/7/2012.

Waste Update • 2012 assessment and current trends: – Most recent contract renewal: Bristol bundled services offering • 20 year contract for half of the facility’s waste capacity • Converts from “Service Fee” to “Tip Fee” in June 2014 – Overall, secured two million tons of waste per year with an average contract term of 11 years – Contract escalators and special waste help offset challenging market environment • Tip fee pricing for 2012 up ~1% • Special waste revenue over $55 million in 2012 • 2013 outlook: – Anticipate ~80% of waste revenue to be contracted; typically moves with inflation – Waste revenues expected to be flat vs FY2012 • Contract escalation • Continued double digit growth in special waste • Above market contracts adjusting down to market • Reduction in debt service pass through billings of ~$16 million 4

Recycled Metals Update • 2012 assessment and current trends: – Year-over-year net metal revenue was relatively flat despite significant price decline • HMS average price declined from $410/ton in 2011 to $368/ton in 2012  ~$7 million impact – Price decline largely offset by organic growth initiatives • Installation of new recovery equipment • Cleaner, higher quality product which reduces quantity sold but increases price – Installation of new recovery equipment somewhat behind original aggressive schedule • 2013 outlook: – Outlook for full year based on current recycled metals market pricing for full year • Current ferrous pricing (HMS #1)  slightly down • Current non-ferrous pricing  basically flat – Updated 2013 rough rule of thumb (based on $350/ton FY2013 HMS#1) • $50 change in HMS #1 Index  ~$10-15 million annual impact on Adjusted EBITDA • Increasing exposure to non-ferrous metals – Rule of thumb not precise -- assumes ferrous and non-ferrous prices move in tandem – Expect significant metals recovery growth from 2011 to end of 2013 • Targeting year-end net metal tons run rate of: ~340k ferrous; ~25k non-ferrous 5

Energy Update • 2012 assessment and current trends: – 2012 market impact: ~$3 million reduction from original guidance – Successfully contracted ~750,000 MWh of power with average term of 14 years • 2013 outlook: – Increase in EfW energy share (~700,000 MWh) offset by lower waste revenues, increased expenses – Rough rule of thumb: $1/MMBtu natural gas  ~$5-10 million annual impact on Adjusted EBITDA • 2013 guidance assumes full year average natural gas price of $3.50/MMBtu – 2013 per MWh pricing of total EfW portfolio expected to be about flat with 2012 6 Energy Portfolio (MWh, millions) 2012A 2013E Chg. EfW Contracted 3.3 3.7 +0.4 EfW Hedged 0.7 0.8 +0.1 EfW Exposed 0.8 1.0 +0.2 Total EfW 4.8 5.5 +0.7 Biomass (Contracted & Exposed) 0.7 0.7 ----- Total CVA 5.5 6.2 +0.7 (unaudited)

0.0 1.0 2.0 3.0 4.0 5.0 6.0 7.0 2012 2013E 2014E 2015E 2016E 2017E M Wh (M illi on s) Market-Exposed Hedged Fixed Contract ~2M MWh increase over next 5 years Contract Transitions & Market Exposure 7 Note: Position as of 2/6/13; Assumes no new contracts, hedges, renewals or additional energy sharing; excludes biomass. CVA North American EfW Energy Production (increase is primarily due to Service Fee transitions) • Over next 5 years ~2.5M tons/yr of “Service Fee” contracts will transition to “Tip Fee” – Seek contract extensions with existing Service Fee clients • Excellent track record of mutually beneficial renewals • Working for us: higher share of energy, metals and special waste revenue • Working against us: reduction in debt service pass-through billings and elimination of pass-through expenses – Combined impact: headwind in 2013/14, neutral in 2015, tailwind in 2016 • CVA will have higher energy market exposure – Primarily Service Fee transitions will cause Covanta’s share of revenue to grow by: • ~0.7 million MWh in 2013 • ~1.3 million MWh 2014 - 2017 – ~1 million MWh of contracts end after 2013 • Several contracts above market – Plan to continue hedging to reduce near- term market volatility

Long-Term Growth Outlook • Expect to modestly grow Adjusted EBITDA and Free Cash Flow • Assumes stable market conditions for waste, energy and metal market pricing • Baseline growth excludes any impact from long-term upside “options” – Working for us: • Organic growth initiatives (metals, special waste, process improvements) • Contract escalation provisions • Higher share of energy, metal and special waste revenue due to Service Fee contract transitions – Working against us: • Above market energy and waste contracts expiring • Reduction in debt service pass-through billings and elimination of pass-through expenses due to Service Fee contract transitions • Several upside long-term “options” on the business – Improvement in market energy and/or metals pricing – “Green-field” development projects – Policy changes to support alternative energy – CLEERGAS™ technology – early stages, but growth potential 8

2012 Summary & 2013 Outlook • 2012 summary: – Pleased with execution and management of the business – Strong operational year with record EfW boiler availability – Excluding challenging external factors (Hurricane Sandy, commodities pricing), would have achieved mid-point of original guidance • 2013 outlook: – Continued focus on operations, organic growth initiatives and contract renewals – Grow Adjusted EBITDA ~5% at the midpoint of guidance (up ~3% adjusting for Hurricane Sandy) – Strong Free Cash Flow: 2012 refinancings improved flexibility but increased interest expense – Optimize capital allocation for growth opportunities and shareholder returns 9 (Unaudited, in millions, except EPS) FY 2012 FY 2013 Guidance1 % Change2 2012 vs. 2013 Adjusted EBITDA $492 $500 – $530 +5% Free Cash Flow $262 $250 – $280 +1% Adjusted EPS $0.52 $0.40 – $0.50 -13% (1) As of 2/6/2013. (2) At midpoint of guidance, as of 2/6/2013.

Financial Overview 10

2012 Highlights 11 (Unaudited, in millions, except EPS) FY 2011 FY 2012 FY 2012 Guidance1 Revenue $1,650 $1,644 N/A Adjusted EBITDA $494 $492 $490 - $500 Free Cash Flow $282 $262 $250 - $265 Adjusted EPS $0.54 $0.52 $0.50 - $0.55 (1) As of 11/7/2012.

Revenue: 2011 vs. 2012 $ in m illion s (Unaudited) 12 (1) (1) Organic Growth & Other, net includes metals (quality & quantity), special waste, contract transitions & extensions, contract escalations, energy production, biomass, construction and other organic growth initiatives and operational improvements.

Adjusted EBITDA: 2011 vs. 2012 (Unaudited) $ in m illion s 13 (1) Organic Growth & Other, net includes metals (quality & quantity), special waste, contract transitions & extensions, contract escalations, energy production, biomass, construction and other organic growth initiatives and operational improvements. (1)

Free Cash Flow: 2011 vs. 2012 (Unaudited) $ in m illion s 14 (1) Includes both construction and other working capital. (1)

Adjusted EPS: 2011 vs. 2012 (Unaudited) 15

• Dividend – Declared and paid quarterly cash dividend of $0.15 per share during Q4 2012 – Annualized cash dividend is $0.60 per share  3.1% yield1 • Equates to ~30% payout of Free Cash Flow2 • Share repurchases – Repurchased 5.3 million shares during 2012 (~3.9% of shares outstanding) • Repurchased 16.7% of shares outstanding since program inception – As of 12/31/2012, $87 million remaining in share repurchase authorization 16 (Unaudited, in millions) FY 2010 FY 2011 FY 2012 Share Repurchases $95 $230 $88 Dividends Declared $233 $42 $81 Total Capital Returned $328 $272 $169 Shares Outstanding End of Period 150 136 132 (1) Based on share price of $19.52 as of 2/1/2013. (2) At midpoint of guidance as of 2/6/2013. Actively Returning Capital

Sources and Uses of Cash 17 (Unaudited, in millions) 2012 2011 Sources Free Cash Flow $262 $282 Asset Sales, net 11 267 Debt Borrowings, net 1 55 --- Total Sources $328 $549 Uses Debt Repayments, net --- 138 Growth Investments2 31 44 Acquisition of Businesses 94 10 Total Growth Spending 125 54 Dividends Paid 3 90 32 Stock Buyback 4 88 229 Total Shareholder Return 178 261 Other Net Uses 11 (10) Total Uses 314 443 Net Change $14 $106 (1) Debt borrowings, net of debt repayments, change in debt principal-related restricted funds and financing costs. (2) Growth investments include organic growth initiatives, technology, business development, and other similar expenditures, but does not include acquisitions of businesses. (3) Amounts shown are dividends paid, not declared. Therefore, the 2012 includes $10 million of dividends declared on December 8, 2011, but paid on January 5, 2012. (4) Amounts shown reflect actual cash payments. In 2011, we repurchased $230 million of shares, but $1 million of those stock buybacks was actually paid in January 2012. Therefore, we are showing $229 million, not $230 million. Note: Please see appendix slide 42 for supporting reconciliations.

(Unaudited, in millions) 12/31/2010 12/31/2011 12/31/2012 Cash and Cash Equivalents 126$ 232$ 246$ Restricted Funds - Debt Service Principal 157 113 72 Corporate Debt (1) 1,543$ 1,504$ 1,953$ Project Debt (1) 791 672 314 Total Debt Outstanding 2,334$ 2,176$ 2,267$ Stockholders' Equity 1,159$ 1,088$ 1,055$ Net Debt (2) 2,051$ 1,831$ 1,949$ Availability under Revolving Credit Facility 300$ 300$ 584$ Net Debt / Adjusted EBITDA (3) 4.3 x 3.7 x 4.0 x Debt / Capitalization (4) 66.8% 66.7% 68.2% 18 (1) Debt balances are presented at principal value, not book value. (2) Net debt is calculated as total principal amount of debt outstanding less cash and cash equivalents and debt service principal-related restricted funds. (3) Ratio is computed on consolidated basis. Differs from calculation required under Covanta’s credit facility. See slide 40 for a reconciliation of 2010, 2011 and 2012 Adjusted EBITDA. (4) Capitalization is calculated as total debt outstanding plus stockholders’ equity. Capitalization Summary • Balance sheet remains very strong with flexibility and ample liquidity • Notable events in 2012: – $335 million new tax-exempt bonds (~5% rate; average 27 year maturity) to refinance project debt – $1.6 billion corporate balance sheet financing in early 2012 – Accretive Delaware Valley transaction increased asset balances, project debt and restricted cash

2013 Guidance Summary 19 • Adjusted EBITDA growth in 2013 of ~5%2 – Growth of ~3% excluding Hurricane Sandy impact – Organic growth initiatives and Delaware Valley acquisition driving improvement; partially offset by debt service billing decline and lower market metal pricing • Free Cash Flow up 1%2 year-over-year – Adjusted EBITDA growth, offset by construction working capital and interest expense – Underlying performance remains very strong – 2013 growth spending outlook of $75 million to $100 million (versus $125 million in 2012) • Adjusted EPS down ~13%2 vs 2012 – Interest expense and depreciation primary drivers of lower Adjusted EPS – Underlying cash flow generation remains strong (Unaudited, in millions, except EPS) FY 2012 FY 2013 Guidance1 % Change2 2012 vs. 2013 Adjusted EBITDA $492 $500 – $530 +5% Free Cash Flow $262 $250 – $280 +1% Adjusted EPS $0.52 $0.40 – $0.50 -13% (1) As of 2/6/2013. (2) At midpoint of guidance, as of 2/6/2013.

Adjusted EBITDA: 2012 vs. 2013E (Unaudited) $ in m illion s 20 (1) Organic Growth & Other, net includes metals (quality & quantity), special waste, contract transitions & extensions, contract escalations, energy production, biomass, construction and other organic growth initiatives and operational improvements. (2) Guidance as of 2/6/2013. (2) $492 +$9 +$20 to +$50 $(5) $(16) $500 to $530 (1)

Free Cash Flow: 2012 vs. 2013E (Unaudited) $ in m illion s 21 (1) Midpoint of our Adjusted EBITDA guidance ($500 million to $530 million) vs. 2012 Adjusted EBITDA of $501 million excluding Hurricane Sandy. (2) Includes both construction and other working capital. (3) Guidance as of 2/6/2013. (3) $262 +$14 $(15) to $0 $(15) to $(10) (1) $250 to $280 (2) $(5) to +$5 +$8

Adjusted EPS: 2012 vs. 2013E (Unaudited) 22 (1) Guidance as of 2/6/2013. Note: Based on year end 2012 balance of 132 million shares outstanding; does not reflect any potential impact of 2013 share repurchases. (1) $0.52 +$0.04 $(0.05) to +$0.05 +$0.01 $(0.03) to +$0.03 $(0.07) to $(0.05) $0.40 to $0.50 $(0.10) to $(0.02)

Tax Outlook • NOL continues to represent significant value for shareholders 23 • 2013 tax outlook: – 2013 effective tax rate expected to be 42-47%; cash taxes expected to be $10-15 million • Federal NOL availability and utilization outlook unchanged since last update – 2012 U.S. Federal NOL balance of $392 million to be fully utilized by mid-decade – AMT and PTC carry-forwards to provide partial tax shield past NOL utilization – Under current assumptions, not fully tax paying until late into the decade • Actual Federal NOL utilization driven by Covanta operating performance, Federal tax law changes, current IRS audit outcome and further tax planning (Unaudited, in millions) 2008 2009 2010 2011 2012 Book Taxes $79 $42 $24 $28 $26 Cash Taxes (net of refunds) 17 2 4 13 8 Difference $62 $40 $20 $15 $18

Q1 2013 Year-over-Year Outlook • Adjusted EBITDA relatively flat – As always, Q1 earnings impacted by scheduled maintenance outages • Free Cash Flow expected to be down significantly – Large decline to be driven by timing of construction working capital • Adjusted EPS expected to decline significantly – Negatively impacted by 2012 refinancings and increased depreciation 24 -3% 33% 30% 40% -1% 24% 40% 37% 1% 22% 32% 45% -10% 0% 10% 20% 30% 40% 50% Q1 Q2 Q3 Q4 2010 2011 2012 Historical Operating Income Trend

Covanta Holding Corporation Fourth Quarter and Year End 2012 Earnings Conference Call NYSE: CVA Appendix 25

(Unaudited, in millions, except per share amounts) Q4 Full Year 2012 2011 2012 2011 Operating revenues Waste and service revenues 264$ 263$ 1,011$ 1,008$ Recycled metals revenues 17 19 72 74 Electricity and steam sales 97 99 394 400 Other operating revenues 52 49 167 168 Total operating revenues 430 430 1,644 1,650 Operating expenses Plant operating expenses 228 222 963 962 Other operating expenses 56 36 156 138 General and administrative expenses 23 29 97 103 Depreciation and amortization expense 50 51 195 193 Net interest expense on project debt 5 7 27 31 Net (gains) write-offs (44) 5 (46) 5 Total operating expenses 318 350 1,392 1,432 Operating income 112$ 80$ 252$ 218$ Adjusted EBITDA 143$ 147$ 492$ 494$ % of Revenue 33% 34% 30% 30% Free Cash Flow 57$ 63$ 262$ 282$ Adjusted EPS 0.20$ 0.27$ 0.52$ 0.54$ Memo: Shares Outstanding End of Period 132 136 132 136 Q4 and FY 2012 Summary Results 26 Note: Operating income above does not exclude the following expenses: negative effect of Hurricane Sandy of $9 million in 2012, an $11 million expense relating to a pension plan settlement in 2012, the impact of net (gains) write-offs of $(46) million in 2012 and $5 million in 2011, and $7 million relating to adverse loss development and transition to runoff of our insurance business in 2012.

Q4 2012 Financial Highlights 27 (Unaudited, $ in millions, except EPS) (Unaudited, in millions, except EPS) Q4 ‘11 Q4 ’12 Management Remarks Revenue $430 $430 ▲ Organic growth initiatives in special waste, recycled metals and other ▲ Service Fee contract escalations ▼ Hurricane Sandy ▼ Lower debt service revenue ▼ Lower recycled metals pricing ▼ Lower revenues from insurance business Adjusted EBITDA $147 $143 ▲ Organic growth initiatives in special waste, recycled metals and other ▼ Hurricane Sandy ▼ Lower recycled metals pricing ▼ Alternative fuel tax credits Free Cash Flow $63 $57 ▲ Higher adjusted EBITDA (excluding Hurricane Sandy) ▲ Working capital (timing) ▼ Hurricane Sandy ▼ Higher interest expense Adjusted EPS $0.27 $0.20 ▲ Higher operating income (excluding Hurricane Sandy) ▲ Lower share count ▼ Hurricane Sandy ▼ Higher effective tax rate ▼ Increased interest expense

Revenue: Q4 11 vs. Q4 12 $ in m illion s (Unaudited) 28 (1) Organic Growth & Other, net includes metals (quality & quantity), special waste, contract transitions & extensions, contract escalations, energy production, biomass, construction, new units coming online and other organic growth initiatives and operational improvements. (1)

Adjusted EBITDA: Q4 11 vs. Q4 12 (Unaudited) $ in m illion s 29 (1) Organic Growth & Other, net includes metals (quality & quantity), special waste, contract transitions & extensions, contract escalations, energy production, biomass, construction, new units coming online and other organic growth initiatives and operational improvements. (1)

Free Cash Flow: Q4 11 vs. Q4 12 (Unaudited) $ in m illion s 30 (1) Includes both construction and other working capital. (1)

Adjusted EPS: Q4 11 vs. Q4 12 (Unaudited) 31

• Maintenance activity is seasonal (unlike most other plant operating expenses) – Represents about 25% of plant operating expense – Typically occurs during the first half (with most activity in Q1) • 2013 quarterly maintenance expense timing forecasted to be similar to 2012 – Focus is on optimizing operating performance and on the annual spend Maintenance Seasonality 37% 23% 16% 24% 38% 27% 16% 19% 35% 26% 18% 21% 0% 10% 20% 30% 40% Q1 Q2 Q3 Q4 2010 2011 2012 32 % of Maintenance Expense by Quarter

Project Debt Repayment Schedule 33 Project Debt Repayment 2012 2013 2014 2015 2016 2017 Beyond 2017 Total Principal Payments 93 77 55 37 14 15 93 Total Change in Principal-Related Restricted Funds (23) (22) (26) (7) -- -- (14) Net Cash Used for Project Debt Principal Repayment $70 $55 $29 $30 $14 $15 $79 (1) Includes pass-through lease payments for emission control system ($4 million in 2012). (2) Related to Service Fee facilities only. Note: Americas operations only. 2012 excludes payments related to project debt refinancing. Client Payments for Debt Service 1 2012 2013 2014 2015 2016 2017 Beyond 2017 Debt Service Revenue – Principal 1 $43 $30 $19 $9 $3 $3 $2 Debt Service Revenue – Interest 8 5 3 2 1 1 -- Debt Service Billings in Excess of Revenue Recognized 9 9 2 2 5 5 -- Client Payments for Debt Service 2 $60 $44 $24 $13 $9 $9 $2 Net Change in Year-Over-Year Debt Service Billings $(20) $(16) $(20) $(11) $(3) -- (unaudited, $ in millions)

Impact of Project Debt Refinancing 34 Project Debt Repayment 2012 2013 2014 2015 2016 2017 Thereafter Principal Payments Extended $50 $74 $76 $62 $31 $8 $28 Change in Principal-Related Restricted Funds 1 1 (1) (20) (23) -- -- Net Principal Extended $51 $75 $75 $42 $8 $8 $28 Other Cash Raised 1 28 4 -- -- -- -- -- Total Cash Impact2 $79 $79 $75 $42 $8 $8 $28 • Issued $335 million new tax-exempt bonds to refinance project debt at Haverhill, Niagara and SEMASS facilities and to fund certain capital expenditures – Extended weighted average life of refinanced debt from less than 3 years to ~27 years – Reduced average interest rates by over 50 basis points – Raised $20 million of new tax-exempt debt to fund qualifying capital expenditures – Frees up ~$290 million of discretionary cash over next five years (1) Includes new proceeds and release of other restricted funds, net of transaction costs. (2) Excludes additional interest expense associated with refinance. Note: Americas operations only. Total Cash Impact through 2017: ~$290 million (unaudited, $ in millions)

2012: $1,008 million Highly Contracted Revenue • ~80% contracted • Contracts typically have inflation escalators • Excellent track record extending long-term contracts 35 Waste & Service Revenue 2012: $367 million Note: Figures presented for Americas operations only. Unaudited Energy Revenue • ~85% contracted or hedged • Concentration in attractive markets • Exposed output increasing over time 2013 to be similarly contracted Metal Revenue • Metals are sold at market 2012: $72 million

Haverhill Niagara SE Massachusetts Warren Indianapolis Hempstead Wallingford Kent Tulsa Stanislaus Alexandria Essex Springfield Bristol Pittsfield Delaware Valley Union Marion Babylon Fairfax Huntington Lake Plymouth Onondaga SE Connecticut Hennepin Hillsborough Honolulu Pasco Lancaster Hartford Hudson Valley Lee MacArthur York Montgomery Huntsville Harrisburg Long Beach Dade Burnaby Initial Agmt Extension Merchant 2008 202020192017201620142013201220102009 2011 20182015 T ip F e e S er v ic e F e e O w n e d S er v ic e F e e O p e ra te d Major Municipal Waste Contract Transitions from 2008 - 2020 36 Renewed 22 out of 23 contracts representing ~7.6M tons* of waste annually & average contract extension of 11 years Note: Since the beginning of 2012, we have extended contracts with Alexandria, Bristol, Essex, Montgomery, Springfield, Stanislaus, and Tulsa and ended our contract with Hartford. The original Stanislaus agreement ended on 1/1/2011 and we extended it 5 years to 1/1/2016. During Q2 2012, we extended the contract again, out to 2027, and converted it from Service Fee Owned to Tip Fee. Essex converted from Service Fee Owned to Tip Fee on 1/1/2013 and Bristol will convert from Service Fee Owned to Tip Fee in 2014. The ~7.6M tons referenced above is Guaranteed Annual Tons.

(1) At midpoint of guidance revised on 2/6/2013, based on share price of $19.52 as of 2/1/2013. 37 • Full year Free Cash Flow (FCF) significantly exceeds Net Income on a consistent, sustainable basis – Strong Free Cash Flow yield of 10%1 • Three important factors in FCF calculation to highlight (refer to slide 38 for numerical detail): – Debt Service Billings (DSB) in excess of revenue recognized • Debt Service Revenue recorded on straight line basis (per GAAP) • DSB paid in line with actual payment schedule. Adjustments reflect cash payments received – Depreciation and amortization (D&A) is higher than maintenance capex • Acquisitions resulted in significant intangible assets/step ups to fair value of acquired fixed assets  higher run-rate D&A (no corresponding maintenance capex) • Original construction costs of facilities depreciated over the useful life of the asset (up to 50 years) – Assets do not have recurring maintenance capex on an annual basis – Certain maintenance and repair costs are recorded as an expense in plant maintenance (rather than capitalized) – Tax expense is significantly higher than cash taxes • Significant tax NOL balance (~$392 million as of 12/31/2012)  used to offset federal taxes • Once NOLs fully utilized, Free Cash Flow will be impacted – NOLs to be fully utilized by mid-decade; PTC and AMT carry-forwards to provide additional partial tax shield beyond NOL utilization into late decade Strong Free Cash Flow

Full Year (Unaudited, in millions) 2012 2011 2012 2011 Estimated 2013 (1) Net Income from Continuing Operations Attributable to Covanta Holding Corporation 82$ 27$ 116$ 79$ $53 - $66 Operating loss related to insurance subsidiaries 1 1 10 2 (5) - 0 Depreciation and amortization expense (2) 50 51 195 193 220 - 210 Debt service expense 37 29 145 122 171 - 155 Income tax expense (3) (4) 25 26 52 40 - 65 Reversal of uncertain tax positions related to pre-emergence tax matters - - - (24) Contractual liability to pre-petition creditors - - - 15 Write-off of intangible liability - - (29) - Write-off of renewable fuels project - - 16 - Development costs - 5 11 5 Net gain related to lease termination (44) - (44) - Pension plan settlement expense 11 - 11 - Gain on sale of business - (8) - (9) Loss on extinguishment of debt 1 - 3 1 Net income loss attributable to noncontrolling interests in subsidiaries 1 2 2 5 3 - 8 Other adjustments: Debt service billings in excess of revenue recognized (4) 3 1 9 22 Non-cash compensation expense 4 5 17 18 Other non-cash items (5) 1 9 4 13 Subtotal other adjustments 8 15 30 53 18 - 26 Adjusted EBITDA (6) 143$ 147$ 492$ 494$ $500 - $530 Adjusted EBITDA (6) 143$ 147$ 492$ 494$ $500 - $530 Cash interest payments (54) (39) (112) (101) Cash taxes (3) 1 (3) (8) (13) Working capital/other (16) (21) (30) (20) Cash Flow Provided by Operating Activities 74$ 84$ 342$ 360$ $325 - $360 Cash Flow Provided by Operating Activities 74$ 84$ 342$ 360$ $325 - $360 Plus: Cash flow used in (provided by) operating activities from insurance subsidiaries 1 (2) 5 2 5 - 10 Less: Maintenance capital expenditures (18) (19) (85) (80) (80) - (90) Free Cash Flow 57$ 63$ 262$ 282$ $250 -$280 Memo: Shares Outstanding End of Period 132 136 132 136 Q4 Full Year Strong Free Cash Flow (1) Guidance as of 2/6/2013. Note: Please see slide 39 in the Supplemental Schedules for the text of footnotes 2 to 6. 38

Non-GAAP Reconciliation: Adjusted EBITDA & Free Cash Flow (1) Guidance as of 2/6/2013. (2) Depreciation and amortization expense is significantly higher than maintenance capital expenditures due to (a) amortization expense associated with intangible assets recognized in connection with business combinations; (b) the net step-up in our fixed asset book basis recognized in connection with business combinations; and (c) facility construction expenditures related to long-lived assets (40-50 year useful lives) incurred during initial construction, which will not have recurring maintenance capital expenditures on annual basis related to these assets. (3) Cash taxes are significantly lower than income tax expense due to the utilization of our net operating loss carryforwards (NOLs). (4) This amount represents a true-up between (a) revenue recognized in the period for client payments of project debt principal under service fee contract structures, which is accounted for on a straight-line basis over the term of the project debt, and (b) actual billings to clients for debt principal payments in the period. As a result of this adjustment, Adjusted EBITDA reflects the actual amounts billed to clients for debt service principal, not the straight-lined revenue as recognized. (5) Other is primarily non-cash compensation expense, but does include other non-cash expenses. (6) The calculation of Adjusted EBITDA is based on the definitions in the credit facilities of our most significant subsidiary, Covanta Energy, through which we conduct our core waste and energy services business. 39 Full Year (Unaudited, in millions) 2012 2011 2012 2011 Estimated 2013 (1) Net Income from Continuing Operations Attributable to Covanta Holding Corporation 82$ 27$ 116$ 79$ $53 - $66 Operating loss related to insurance subsidiaries 1 1 10 2 (5) - 0 Depreciation and amortization expense (2) 50 51 195 193 220 - 210 Debt service expense 37 29 145 122 171 - 155 Income tax expense (3) (4) 25 26 52 40 - 65 Reversal of uncertain tax positions related to pre-emergence tax matters - - - (24) Contractual liability to pre-petition creditors - - - 15 Write-off of intangible liability - - (29) - Write-off of renewable fuels project - - 16 - Development costs - 5 11 5 Net gain related to lease termination (44) - (44) - Pension plan settlement expense 11 - 11 - Gain on sale of business - (8) - (9) Loss on extinguishment of debt 1 - 3 1 Net income loss attributable to noncontrolling interests in subsidiaries 1 2 2 5 3 - 8 Other adjustments: Debt service billings in excess of revenue recognized (4) 3 1 9 22 Non-cash compensation expense 4 5 17 18 Other non-cash items (5) 1 9 4 13 Subtotal other adjustments 8 15 30 53 18 - 26 Adjusted EBITDA (6) 143$ 147$ 492$ 494$ $500 - $530 Adjusted EBITDA (6) 143$ 147$ 492$ 494$ $500 - $530 Cash interest payments (54) (39) (112) (101) Cash taxes (3) 1 (3) (8) (13) Working capital/other (16) (21) (30) (20) Cash Flow Provided by Operating Activities 74$ 84$ 342$ 360$ $325 - $360 Cash Flow Provided by Operating Activities 74$ 84$ 342$ 360$ $325 - $360 Plus: Cash flow used in (provided by) operating activities from insurance subsidiaries 1 (2) 5 2 5 - 10 Less: Maintenance capital expenditures (18) (19) (85) (80) (80) - (90) Free Cash Flow 57$ 63$ 262$ 282$ $250 -$280 Memo: Shares Outstanding End of Period 132 136 132 136 Q4 Full Year

Non-GAAP Reconciliation: Adjusted EBITDA 40 Note: Adjusted EBITDA results provided to reconcile the denominator of the Net Debt / Adjusted EBITDA ratios on slide 18 Please see slide 39 for the text of footnotes 2 to 6. Full Year (Unaudited, in millions) 2010 2011 2012 Net Income from Continuing Operations 30$ 79$ 116$ Operating loss related to Insurance subsidiaries 6 2 10 Depreciation and amortization expense (2) 190 193 195 Debt service expense 121 122 145 Income tax expense (adjusted for reversal of uncertain tax positions related to pre-emergence tax matters) (3) 24 52 26 Reversal of uncertain tax positions related to pre-emergence tax matters - (24) - Non-cash liability to pre-petition creditors - 15 - Write-off of intangible liability - - (29) Write-off of renewable fuels project - - 16 Net gain related to lease termination - - (44) Write-down of assets 34 - - Development costs - 5 11 Pension plan settlement expense - - 11 Loss on extinguishment of debt 15 1 3 Gain on sale of business - (9) - Net income attributable to noncontrolling interests in subsidiaries 5 5 2 Other adjustments: Debt service billings in excess of revenue recognized (4) 29 22 9 Non-cash compensation expense 17 18 17 Other non-cash items (5) 5 13 4 Subtotal other adjustments 51 53 30 Adjusted EBITDA 476$ 494$ 492$

41 (1) Guidance as of 2/6/2013. Non-GAAP Reconciliation: Adjusted EPS (Unaudited, in millions, except per share amounts) Full Year 2012 2011 2012 2011 Estimated 2013 (1) Continuing Operations - Diluted Earnings Per Share 0.62$ 0.20$ 0.87$ 0.56$ $0.40 - $0.50 Reconciling Items (0.42) 0.07 (0.35) (0.02) - Adjusted EPS 0.20$ 0.27$ 0.52$ 0.54$ $0.40 - $0.50 Reconciling Items Operating loss related to insurance subsidiaries 1$ 1$ 10$ 2$ Write-off of intangible liability - - (29) - Write-off of renewable fuels project - - 16 - Development costs - 5 11 5 Net gain related to lease termination (44) - (44) - Gain on sales of business - (8) - (9) Pension plan settlement expense 11 - 11 - Loss on extinguishment of debt 1 - 3 1 Effect on income of derivative instruments not designated as hedging instruments - (2) (1) (2) Effect of foreign exchange loss (gain) on indebtedness - 6 (3) 4 Contractual liability to pre-petition creditors - - - 15 Other (1) 1 - 1 Total Reconciling Items, pre-tax (32) 3 (26) 17 Proforma income tax impact (24) 8 (22) 4 Grantor trust activity 1 - 1 1 Reversal of uncertain tax positions related to pre-emergence tax matters - - - (24) Total Reconciling Items, net of tax (55)$ 11$ (47)$ (2)$ Diluted (Loss) Earnings Per Share Impact (0.42)$ 0.07$ (0.35)$ (0.02)$ Weighted Average Diluted Shares Outstanding 132 137 133 142 Q4 Full Year

Supporting Reconciliations 42 (1) Capital expenditures associated with property insurance events. (Unaudited, in millions) 2012 2011 Growth Investments & Acquisition of Businesses: Capital expenditures associated with construction -$ 16$ Capital expenditures associated with technology development and organic growth initiatives 27 10 Capital expenditures - other 14 12 Total non-maintenance capital expenditures 41 38 Acquisition of land use rights 1 8 Other growth investments 2 14 Non-growth non-maintenance capital expenditures1 (13) (1) Project debt proceeds specific to non-maintenance capital expenditures - (15) Growth Investments 31 44 Acquisition of businesses, net of cash acquired 94 10 Total Growth Spending 125$ 54$ 2012 2011 Debt Borrowings / (Repayments), net Proceeds from borrowings on long-term debt 1,034$ -$ Payment of deferred financing costs (33) - Princ pal payments on long-term debt (622) (7) Principal payments on project debt (424) (137) Convertible debenture repurchases (25) (32) Net borrowing on revolving credit facility 60 - Change in restricted funds held in trust 65 38 Total Debt Borrowings / (Repayments), net 55$ (138)$ Full Year Full Year

Free Cash Flow Free Cash Flow is defined as cash flow provided by operating activities from continuing operations less maintenance capital expenditures, which are capital expenditures primarily to maintain our existing facilities. We use the non-GAAP measure of Free Cash Flow as a criterion of liquidity and performance-based components of employee compensation. We use Free Cash Flow as a measure of liquidity to determine amounts we can reinvest in our core businesses, such as amounts available to make acquisitions, invest in construction of new projects or make principal payments on debt. In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow reconciled for all periods to cash flow provided by operating activities from continuing operations, which we believe to be the most directly comparable measure under GAAP. Adjusted EBITDA We use Adjusted EBITDA to provide further information that is useful to an understanding of the financial covenants contained in the credit facilities of our most significant subsidiary, Covanta Energy, through which we conduct our core waste and energy services business, 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 our core business. The calculation of Adjusted EBITDA is based on the definition in Covanta Energy’s credit facilities, which we have guaranteed. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income. Because our business is substantially comprised of that of Covanta Energy, our financial performance is substantially similar to that of Covanta Energy. For this reason, and in order to avoid use of multiple financial measures which are not all from the same entity, the calculation of Adjusted EBITDA and other financial measures presented herein are ours, measured on a consolidated basis for continuing operations. In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA reconciled for all periods to net loss from continuing operations and cash flow provided by operating activities from continuing operations, which are believed to be the most directly comparable measures under GAAP. Adjusted EPS We use the non-GAAP measure of Adjusted EPS to enhance the usefulness of our financial information by providing a measure which management internally uses to assess and evaluate the overall performance and highlight trends in the ongoing business. Adjusted EPS excludes certain income and expense items that are not representative of our ongoing business and operations, which are included in the calculation of Diluted Earnings Per Share in accordance with GAAP. The following items are not all-inclusive, but are examples of reconciling items in prior comparative and future periods. They would include write-down of assets, the effect of derivative instruments not designated as hedging instruments, significant gains or losses from the disposition or restructuring of businesses, income and loss from discontinued operations, transaction-related costs, income and loss on the extinguishment of debt and other significant items that would not be representative of our ongoing business. In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EPS reconciled for all periods to diluted earnings per share from continuing operations, which is believed to be the most directly comparable measure under GAAP. Non-GAAP Financial Measures 43