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): April 17, 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 April 17, 2013, Covanta Holding Corporation issued a press release reporting the unaudited results for the first quarter ended March 31, 2013, and announcing a conference call and webcast to be held at 8:30 a.m. (Eastern) on Thursday, April 18, 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 April 17, 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 first quarter ended March 31, 2013, which will be held on Thursday, April 18, 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 April 17, 2013.
99.2	Earnings Materials, dated April 18, 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: April 17, 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 April 17, 2013.
99.2	Earnings Materials, dated April 18, 2013.

EX-99.1

Exhibit 99.1

COVANTA HOLDING CORPORATION REPORTS

2013 FIRST QUARTER RESULTS

2013 GUIDANCE REAFFIRMED

MORRISTOWN, NJ, April 17, 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 months ended March 31, 2013.

	Three Months Ended March 31,
	2013	2012
	(Unaudited, $ in millions, except per share amounts)
Revenue	$ 373	$ 392
Net Loss	$ (26)	$ (11)
Adjusted EBITDA	$ 58	$ 74
Free Cash Flow	$ 25	$ 77
Adjusted EPS	$ (0.21)	$ (0.09)

Q1 2013 Highlights:

• Organic growth initiatives on track

• Unfavorable impact of increased maintenance activity

• Raised cash dividend by 10% to $0.165 per share ($0.66 per share annually)

• Increased buyback authorization to $150 million

• Reaffirming FY2013 guidance

Commenting on Covanta's results, Anthony Orlando, President and Chief Executive Officer stated, “Our organic growth initiatives are on track, we're seeing the benefit of improving energy markets and our business model remains very stable.  As such, I'm confident that we'll finish the year within our guidance range.” Orlando continued, “We typically conduct a large portion of our scheduled plant maintenance during the first quarter but this year the percentage of our planned work was even higher than last year.  Furthermore, we had to make some unplanned repairs which caused additional downtime. The timing of planned maintenance will reverse in the second half and we're working to offset the impact of the unplanned downtime.”

Q1 2013 Results

Operating revenues declined $19 million, or 5%, to $373 million, compared to the prior year. This decline was primarily due to lower construction revenue and downtime due to increased maintenance activity, partially offset by the benefits from higher energy prices and from organic growth initiatives.

Operating expenses decreased by $11 million to $378 million. The improvement was primarily due to lower construction expense, a gain related to the elimination of the defined benefit pension obligation, and the benefits from organic growth initiatives, partially offset by increased plant maintenance expense primarily due to timing.

Operating loss was $5 million, compared to operating income of $3 million in the prior year. This decrease was primarily due to increased maintenance activity including timing noted above, partially offset by a gain related to the elimination of the defined benefit pension plan obligation.

Adjusted EBITDA decreased by $16 million to $58 million, due to increased maintenance activity including the associated revenue reduction. Approximately $9 million of the decrease was due to unplanned maintenance and the remainder was primarily due to timing of planned maintenance which is expected to reverse by the end of the year.

Free Cash Flow decreased by $52 million to $25 million for the three month comparative period. The decline was primarily driven by the timing of construction working capital and the decline in Adjusted EBITDA.

Adjusted EPS declined by $0.12 to $(0.21) versus $(0.09) in the prior year period, primarily due to lower operating income and higher interest expense as a result of the refinancings completed in 2012.

Shareholder Returns and Liquidity

During the first quarter, the Company increased its quarterly cash dividend by 10% to $0.165 per share ($0.66 per share on an annual basis) and returned $46 million to shareholders, consisting of $22 million in cash dividends declared and $24 million in share repurchases (0.9% of common stock outstanding). Since the inception of its buyback program the Company has repurchased 27.0 million shares, or 17.5% of shares outstanding, at a weighted average cost of $16.15 per share. As of March 31, 2013, Covanta had $126 million of share repurchase authorization remaining.

The Company amended its $297 million senior secured term loan B in the first quarter to reduce its interest rate by 0.50% at current rates, consisting of a reduction in the LIBOR margin from 3.00% to 2.75% and a reduction in the LIBOR floor from 1.00% to 0.75%.

Sanjiv Khattri, Covanta's Executive Vice-President and Chief Financial Officer, commented, “While we remain focused on allocating capital to generate value-enhancing growth, we again demonstrated our commitment to returning excess capital to shareholders with our actions during the quarter. In addition, we were pleased with two small transactions: the repricing of our term loan which will reduce our ongoing interest cost and the elimination of our pension obligation.”

2013 Full Year Guidance

The Company is reaffirming its guidance for 2013 for the following key metrics:

(In millions, except per share amounts)

Metric	Full Year 2012 Actual	Full Year 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, April 18, 2013 to discuss its first 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, April 26, 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 10027173. The webcast will also be archived on www.covantaenergy.com.

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
Condensed Consolidated Statements of Operations

	Three Months Ended March 31,
	2013			2012
	(Unaudited) (In millions, except per share amounts)
Operating revenues
Waste and service revenues	$	231		$	238
Recycled metals revenues	16			20
Electricity and steam sales	102			91
Other operating revenues	24			43
Total operating revenues	373			392
Operating expenses
Plant operating expenses	281			267
Other operating expenses	17			39
General and administrative expenses	24			25
Depreciation and amortization expense	53			50
Net interest expense on project debt	3			8
Total operating expenses	378			389
Operating (loss) income	(5		)	3
Other income (expense)
Interest expense	(29		)	(18		)
Non-cash convertible debt related expense	(7		)	(6		)
Loss on extinguishment of debt	(1		)	(2		)
Other income, net	—			3
Total other expenses	(37		)	(23		)
Loss before income tax benefit and equity in net income from unconsolidated investments	(42		)	(20		)
Income tax benefit	17			8
Equity in net (loss) income from unconsolidated investments	(1		)	1
Net Loss	(26		)	(11		)
Less: Net loss (income) attributable to noncontrolling interests in subsidiaries	1			(1		)
Net Loss Attributable to Covanta Holding Corporation	$	(25	)	$	(12	)
Weighted Average Common Shares Outstanding:
Basic	130			134
Diluted	130			134
Loss Per Share:
Basic	$	(0.19	)	$	(0.09	)
Diluted	$	(0.19	)	$	(0.09	)
Cash Dividend Declared Per Share:	$	0.165		$	0.15
Supplemental Information - Non-GAAP
Adjusted EPS (a)	$	(0.21	)	$	(0.09	)
(a) For additional information, see Exhibit 4 of this Press Release.

Covanta Holding Corporation	Exhibit 1A
Condensed Consolidated Statements of Comprehensive Loss

	Three Months Ended March 31,
	2013			2012
	(Unaudited, in millions)
Net loss	$	(26	)	$	(11	)
Foreign currency translation	(5		)	1
Adjustment for defined benefit pension plan settlement, net of tax benefit of $2 (a)	(4		)	—
Pension and postretirement plan unrecognized benefits, net of tax expense of $1	3			—
Net unrealized (loss) gain on derivative instruments, net of tax benefit of $1 and tax expense of $0, respectively	(2		)	1
Net unrealized gain on available for sale securities, net of tax expense of $0	1			—
Other comprehensive (loss) income attributable to Covanta Holding Corporation	(7		)	2
Comprehensive loss	(33		)	(9		)
Less:
Net loss (income) attributable to noncontrolling interests in subsidiaries	1			(1		)
Comprehensive loss (income) attributable to noncontrolling interests in subsidiaries	1			(1		)
Comprehensive loss attributable to Covanta Holding Corporation	$	(32	)	$	(10	)
(a) For additional information, see Exhibit 4A - Note (a) of this Press Release.

Covanta Holding Corporation	Exhibit 2
Condensed Consolidated Balance Sheets

	As of
	March 31, 2013			December 31, 2012
	(Unaudited)
	(In millions, except per share amounts)
ASSETS
Current:
Cash and cash equivalents	$	211		$	246
Restricted funds held in trust	53			53
Receivables (less allowances of $7 and $6, respectively)	262			256
Unbilled service receivables	13			18
Deferred income taxes	35			18
Prepaid expenses and other current assets	114			97
Total Current Assets	688			688
Property, plant and equipment, net	2,575			2,561
Investments in fixed maturities at market (cost: $35 and $36, respectively)	36			36
Restricted funds held in trust	155			161
Unbilled service receivables	15			17
Waste, service and energy contracts, net	389			399
Other intangible assets, net	23			23
Goodwill	249			249
Investments in investees and joint ventures	46			49
Other assets	376			343
Total Assets	$	4,552		$	4,526
LIABILITIES AND EQUITY
Current:
Current portion of long-term debt	$	3		$	3
Current portion of project debt	72			80
Accounts payable	55			41
Deferred revenue	23			31
Accrued expenses and other current liabilities	245			205
Total Current Liabilities	398			360
Long-term debt	2,101			2,012
Project debt	229			237
Deferred income taxes	694			691
Waste and service contracts	33			35
Other liabilities	135			136
Total Liabilities	3,590			3,471
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 159 shares, respectively; outstanding 131 and 132 shares, respectively)	16			16
Additional paid-in capital	786			806
Accumulated other comprehensive income	—			7
Accumulated earnings	159			222
Treasury stock, at par	(3		)	(3		)
Total Covanta Holding Corporation stockholders equity	958			1,048
Noncontrolling interests in subsidiaries	4			7
Total Equity	962			1,055
Total Liabilities and Equity	$	4,552		$	4,526

Covanta Holding Corporation	Exhibit 3
Condensed Consolidated Statements of Cash Flow

	Three Months Ended March 31,
	2013			2012
	(Unaudited, in millions)
OPERATING ACTIVITIES:
Net loss	$	(26	)	$	(11	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	53			50
Defined benefit pension plan settlement gain (a)	(6		)	—
Loss on extinguishment of debt	1			2
Non-cash convertible debt related expense	7			6
Stock-based compensation expense	5			5
Deferred income taxes	(12		)	(7		)
Other, net	(2		)	(6		)
Change in restricted funds held in trust	9			2
Change in working capital	33			63
Net cash provided by operating activities	62			104
INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(63		)	(32		)
Acquisition of noncontrolling interest in subsidiary	(14		)	—
Acquisition of land use rights	—			(1		)
Other, net	(10		)	1
Net cash used in investing activities	(87		)	(32		)
FINANCING ACTIVITIES:
Proceeds from borrowings on long-term debt	—			699
Payment of deferred financing costs	(1		)	(23		)
Principal payments on long-term debt	(1		)	(619		)
Principal payments on project debt	(16		)	(37		)
Convertible debenture repurchases	—			(25		)
Payments of borrowings on revolving credit facility	(51		)	—
Proceeds from borrowings on revolving credit facility	98			—
Change in restricted funds held in trust	(3		)	12
Cash dividends paid to stockholders	—			(10		)
Common stock repurchased	(24		)	(30		)
Financing of insurance premiums, net	—			(3		)
Other, net	(12		)	(1		)
Net cash used in financing activities	(10		)	(37		)
Effect of exchange rate changes on cash and cash equivalents	—			—
Net (decrease) increase in cash and cash equivalents	(35		)	35
Cash and cash equivalents at beginning of period	246			234
Cash and cash equivalents at end of period	211			269
Less: Cash and cash equivalents of discontinued operations at end of period	—			2
Cash and cash equivalents of continuing operations at end of period	$	211		$	267
(a) For additional information, see Exhibit 4A - Note (a) of this Press Release.

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

	Three Months Ended March 31,						Full Year Estimated 2013
	2013			2012
	(Unaudited)
Diluted Loss Per Share	$	(0.19	)	$	(0.09	)	$0.42 - $0.52
Reconciling Items (a)	(0.02		)	—			(0.02)
Adjusted EPS	$	(0.21	)	$	(0.09	)	$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 March 31,
	2013			2012
	(Unaudited) (In millions, except per share amounts)
Reconciling Items
Operating loss related to insurance subsidiaries	$	—		$	1
Defined benefit pension plan settlement gain (a)	(6		)	—
Loss on extinguishment of debt	1			2
Effect of foreign exchange gain on indebtedness	—			(3		)
Other	1			—
Total Reconciling Items, pre-tax	(4		)	—
Pro forma income tax impact	2			—
Total Reconciling Items, net of tax	$	(2	)	$	—
Diluted Loss Per Share Impact	$	(0.02	)	$	—
Weighted Average Diluted Shares Outstanding	130			134

(a) During the three months ended March 31, 2013, we recorded a defined benefit pension plan settlement gain of $6 million.

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

	Three Months Ended March 31,
	2013		2012
	(Unaudited)
Effective Tax Rate (a)	(40.4	)%	(38.0	)%

(a) The increase in the effective tax rate was primarily a result of an increase in taxes on foreign operations and development activities, and an increase in state taxes related to the mix of earnings and losses from subsidiaries that are subject to state taxes on a separate entity basis. We currently estimate our annual effective tax rate for the year ending December 31, 2013 to be approximately 45.6%. We review the annual effective tax rate on a quarterly basis as projections are revised and laws are enacted.

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

	Three Months Ended March 31,						Full  Year Estimated 2013
	2013			2012
	(Unaudited, in millions)
Net Loss Attributable to Covanta Holding Corporation	$	(25	)	$	(12	)	$53 - $66
Operating loss related to insurance subsidiaries	—			1			(5) - 0
Depreciation and amortization expense	53			50			220 - 210
Debt service:
Net interest expense on project debt	3			8
Interest expense	29			18
Non-cash convertible debt related expense	7			6
Subtotal debt service	39			32			171 - 155
Income tax benefit	(17		)	(8		)	40 - 65
Defined benefit pension plan settlement gain (a)	(6		)	—
Loss on extinguishment of debt	1			2
Net (loss) income attributable to noncontrolling interests in subsidiaries	(1		)	1			3 - 8
Other adjustments:
Debt service billings in excess of revenue recognized	7			6
Non-cash compensation expense	5			5
Other non-cash items (b)	2			(3		)
Subtotal other adjustments	14			8			18 - 26
Total adjustments	83			86
Adjusted EBITDA	$	58		$	74		$500 - $530
(a) For additional information, see Exhibit 4A - Note (a) of this Press Release.
(b) 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 March 31,						Full  Year Estimated 2013
	2013			2012
	(Unaudited, in millions)
Cash flow provided by operating activities	$	62		$	104		$325 - $360
Plus: Cash flow used in operating activities from insurance subsidiaries	1			1			5 - 10
Less: Maintenance capital expenditures (a)	(38		)	(28		)	(80) - (90)
Free Cash Flow	$	25		$	77		$250 -$280
Weighted Average Diluted Shares Outstanding	130			134
Uses of Free Cash Flow
Investments:
Acquisition of noncontrolling interest in subsidiary	$	(14	)	$	—
Non-maintenance capital expenditures (b)	(25		)	(4		)
Acquisition of land use rights (b)	—			(1		)
Other growth investments (b)	—			1
Other investing activities, net (c)	(10		)	—
Total investments	$	(49	)	$	(4	)
Return of capital to stockholders:
Cash dividends paid to stockholders	$	—		$	(10	)
Common stock repurchased	(24		)	(30		)
Total return of capital to stockholders	$	(24	)	$	(40	)
Capital raising activities:
Net proceeds from issuance of corporate debt (d)	$	—		$	676
Other financing activities, net	(13		)	(1		)
Net proceeds from capital raising activities	$	(13	)	$	675
Debt repayments:
Net cash used for scheduled principal payments on corporate debt	$	(1	)	$	(23	)
Net cash used for scheduled principal payments on project debt (e)	(19		)	(25		)
Optional repayment of corporate debt (f)	—			(621		)
Total debt repayments	$	(20	)	$	(669	)
Borrowing activities - Revolving credit facility, net	$	47		$	—
Short-term borrowing activities - Financing of insurance premiums, net	$	—		$	(3	)
Net change in cash and cash equivalents	$	(34	)	$	36
(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 March 31,
	2013			2012
Maintenance capital expenditures	$	(38	)	$	(28	)
Capital expenditures associated with organic growth initiatives and technology development	(25		)	(4		)
Total purchases of property, plant and equipment	$	(63	)	$	(32	)
(b)  Investments in growth opportunities, including organic growth initiatives, technology, business development, and other similar expenditures, excluding acquisitions of businesses.
(c)  Other investing activities is primarily comprised of net payments from the purchase/sale of investment securities and business development expenses.
(d)  Excludes borrowings under Revolving Credit Facility. Calculated as follows:
Proceeds from borrowings on long-term debt	$	—		$	699
Less: Financing costs related to issuance of long-term debt	—			(23		)
Net proceeds from issuance of corporate debt	$	—		$	676
(e) Calculated as follows:
Total scheduled principal payments on project debt	$	(16	)	$	(37	)
(Increase) decrease in related restricted funds held in trust	(3		)	12
Net cash used for principal payments on project debt	$	(19	)	$	(25	)
(f) Calculated as follows:
Redemption of Term Loan due 2014	$	—		$	(619	)
Redemption of Convertible Debentures	—			(2		)
Total optional repayment of corporate debt	$	—		$	(621	)

Covanta Holding Corporation	Exhibit 7
Capitalization Information

	As of
	March 31, 2013		December 31, 2012
	(Unaudited, in millions)
Cash and Cash Equivalents:
Domestic	$	11	$	12
International	193		215
Insurance Subsidiary	7		19
Total Cash and Cash Equivalents	$	211	$	246
Restricted Funds Held in Trust: (a)
Debt Service Funds - Principal	$	74	$	72
Debt Service Funds - Interest	6		6
Debt Service Funds - Total	80		78
Revenue Funds	6		9
Other Funds	122		127
Total Restricted Funds Held in Trust	$	208	$	214
(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.

							Exhibit 7A
	As of March 31, 2013				As of December 31, 2012
	Face Value		Book Value		Face Value		Book Value
	(Unaudited, in millions)
Corporate Debt:
Revolving Credit Facility	$	107	$	107	$	60	$	60
Term Loan due 2019	297		296		298		297
7.25% Senior Notes due 2020	400		400		400		400
6.375% Senior Notes due 2022	400		400		400		400
3.25% Cash Convertible Senior Notes due 2014	460		566		460		523
Sub-total	$	1,664	$	1,769	$	1,618	$	1,680
Tax-Exempt Bonds
4.875% Massachusetts Series 2012A due 2027	$	20	$	20	$	20	$	20
4.875% Massachusetts Series 2012B due 2042	67		67		67		67
5.25% Massachusetts Series 2012C due 2042	83		83		83		83
5.25% Niagara Series 2012A due 2042	130		130		130		130
4.00% Niagara Series 2012B due 2024	35		35		35		35
Sub-total Tax-Exempt Bonds	$	335	$	335	$	335	$	335
Total corporate debt (including current portion)	$	1,999	$	2,104	$	1,953	$	2,015
Project Debt:
Domestic project debt - service fee facilities	$	207	$	209	$	223	$	226
Domestic project debt - tip fee facilities	69		69		68		68
International project debt	23		23		23		23
Total project debt (including current portion)	$	299	$	301	$	314	$	317
Total Debt Outstanding	$	2,298	$	2,405	$	2,267	$	2,332
Net Debt (a)	$	2,013			$	1,949
Availability for Borrowings under the Revolving Credit Facility	$	536			$	584

(a) 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, 2012 and the three months ended March 31, 2013, 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%
FY 2012	$	88	5.3	$	16.55	3.9%
Q1 2013	$	24	1.2	$	19.27	0.9%
Total Common Stock Repurchased	$	437	27.0	$	16.15	17.5%
Cash Dividends Declared to Stockholders
FY 2010	$	233
FY 2011	$	42
FY 2012	$	81
Q1 2013 (b)	$	22
Total Cash Dividends Declared to Stockholders	$	378
Total Return to Stockholders	$	815
(a) We increased the authorization to repurchase shares of outstanding common stock to $150 million during the three months ended March 31, 2013. As of March 31, 2013, the amount remaining under our currently authorized share repurchase program was $126 million.
(b) On March 7, 2013, we authorized a quarterly cash dividend of $0.165 per share. The Q1 2013 payment was made on April 5, 2013 to stockholders of record as of the close of business on March 28, 2013.

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

	Three Months Ended March 31,						Full Year Estimated 2013
	2013			2012
	(Unaudited, in millions)
Cash flow provided by operating activities	$	62		$	104		$325 - $360
Cash flow used in operating activities from insurance subsidiaries	1			1			5 - 10
Debt service	39			32			171 - 155
Change in working capital	(33		)	(63		)
Change in restricted funds held in trust	(9		)	(2		)
Non-cash convertible debt related expense	(7		)	(6		)
Equity in net income from unconsolidated investments	(1		)	1
Dividends from unconsolidated investments	(1		)	—
Current tax provision	(5		)	(1		)
Other	12			8
Sub-total	(44		)	(63		)	(1) - 5
Adjusted EBITDA	$	58		$	74		$500 - $530

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 March 31,
	2013		2012
	(Unaudited, in millions)
Plant Operating Expenses:
Plant maintenance (a)	$	88	$	81
All other	184		179
Plant operating expenses	$	272	$	260
(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
	Last Twelve Months as of March 31,
	2013	2012
EfW Facilities	92.5%	91.9%

Waste and Service Revenue
	Three Months Ended March 31,
	2013		2012
Waste and service revenue unrelated to project debt	$	220	$	225
Revenue earned explicitly to service project debt - principal	8		10
Revenue earned explicitly to service project debt - interest	1		2
Total waste and service revenue	$	229	$	237

Energy Revenue and Megawatt Hours (MWh) At Market and Contracted by Facility Type
	Three Months Ended March 31,
	2013					2012
	Revenue  (a)		Volume (a), (b)	% of Total Volume		Revenue  (a)		Volume (a), (b)	% of Total Volume
EfW
At Market	$	7	0.17	12	%	$	16	0.31	23	%
Contracted & Hedged	74		1.05	74	%	57		0.85	63	%
Total EfW	$	81	1.22	86	%	$	73	1.16	86	%
Biomass
At Market	$	7	0.11	8	%	$	3	0.11	8	%
Contracted	7		0.09	6	%	8		0.08	6	%
Total Biomass	$	14	0.20	14	%	$	11	0.19	14	%
Total	$	95	1.42	100	%	$	84	1.35	100	%
(a) Covanta share only
(b) Steam sales converted to MWh equivalents (0.2M MWh for both 2013 and 2012)

Projected Energy Megawatt Hours (MWh) At Market and Contracted by Facility Type (a)
	Full Year  2013E As of April 1, 2013
EfW
At Market	0.9
Contracted & Hedged	4.5
Total EfW	5.4
Biomass (b)
At Market	0.4
Contracted	0.4
Total Biomass	0.8
Total	6.2
(a) Covanta share only
(b) Additional 0.3 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)
	Last Twelve Months as of March 31,
	2013		2012
Ferrous Metal	$	55	$	63
Non-Ferrous Metal	13		14
Total	$	68	$	77
(a) Covanta share only

Recycled Metal Net Tons Recovered by Type (a),(b)
	Last Twelve Months as of March 31,
	2013	2012
Ferrous Metal	300.0	319.3
Non-Ferrous Metal	14.8	14.5
Total	314.8	333.8
(a) Net volume: Covanta share only
(b) Tons in thousands

Published Industry U.S. Economic Drivers (a)
	As of March 31,
	2013			2012
Consumer Price Index (b)	1.5		%	2.7		%
PJM Pricing (Electricity) (c)	$	44.82		$	31.93
Henry Hub Pricing (Natural Gas) (d)	$	3.49		$	2.46
#1 HMS Pricing (Ferrous Metals) (e)	$	350		$	411
Scrap Metals - Old Sheet & Old Cast (f)	$	0.74		$	0.74
(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 Q1 2013 and Q1 2012. Pricing for the PJM PSEG Zone is provided by the PJM ISO.
(d) Average price per MMBtu for Q1 2013 and Q1 2012. 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 Q1 2013 and Q1 2012. The #1 Heavy Melt Steel (HMS) composite index ($/gross ton) price is published by American Metal Market.
(f) Average price per pound for Q1 2013 and Q1 2012. Calculated using high and low prices for Old Sheet & Old Cast Scrap Metals ($/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 loss, cash flow provided by operating activities or diluted loss 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 March 31, 2013 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 March 31, 2013, 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 loss. 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, less the results of operations of our insurance subsidiaries.

Under the credit facilities as of March 31, 2013, 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 March 31, 2013. 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 months ended March 31, 2013 and 2012, reconciled for each such periods to net loss and cash flow provided by operating activities, 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, 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 months ended March 31, 2013 and 2012, reconciled for each such periods to cash flow provided by operating activities, 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 months ended March 31, 2013 and 2012, reconciled for each such periods to diluted loss per share, which is believed to be the most directly comparable measure under GAAP.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this press release 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 Covanta's Annual Report on Form 10-K for the year ended December 31, 2012 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 press release 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 First Quarter 2013 Earnings Conference Call NYSE: CVA April 18, 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.

Q1 2013 Highlights 3 • Reaffirmed full year 2013 guidance – Improved market energy prices  anticipated FY 2013 benefit $2.5 to $5.0 million – Q1 2013 Adjusted EBITDA decline of ~$9 million due to unscheduled and extended maintenance activity; remainder of decline primarily due to maintenance timing that will reverse in second half of year • Increased shareholder return – Raised cash dividend by 10% to $0.66 per share, annualized – Increased buyback authorization to $150 million and repurchased $24 million during Q1 2013 (Unaudited, in millions, except EPS) Q1 ’12 Q1 ’13 Management Remarks Revenue $392 $373 ▲ Higher energy market pricing ▲ Organic growth initiatives ▼ Lower construction revenue ▼ Downtime from maintenance outages ▼ Lower revenues earned to service project debt ▼ Lower recycled metals market pricing Adjusted EBITDA $74 $58 ▲ Higher energy market pricing ▲ Organic growth initiatives ▼ Downtime for maintenance outages ▼ Lower debt service pass through billings ▼ Lower recycled metals market pricing Free Cash Flow $77 $25 ▼ Timing of construction working capital ▼ Decline in Adjusted EBITDA Adjusted EPS $(0.09) $(0.21) ▼ Lower operating income ▼ Increased interest expense

Waste Update • Current trends: – Consistent with expectations, average tip fee flat • Increased special waste volume and contract escalations • Offset by lower spot waste pricing and above market contract transitions – Continued double digit growth in special waste revenue • 2013 outlook: – Approximately 80% of waste revenue contracted; typically moves with inflation – Versus FY 2012, waste revenue expected to be approximately flat • Key drivers the same as initial guidance: – Contract escalations – Special waste revenue on track to grow double digits in 2013 – Above market contracts adjusting down to market – Some weakness in spot waste – Reduction in debt service pass through billings of ~$16 million 4

Energy Update • Current trends: – Market pricing has improved – Rule of thumb (unchanged): $1/MMBtu natural gas $5 to $10 million annual impact on 2013 Adjusted EBITDA • 2013E natural gas pricing of ~$4.00/MMBtu vs. initial guidance of $3.50/MMBtu  $2.5 to $5.0 million benefit • 2013 outlook: – 2013 per MWh pricing of total EfW portfolio (mid-$60’s) expected to be about flat with 2012 – Increase in EfW energy revenue share due to contract transitions is partially offset by lower waste revenue and increased expenses 5 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 0.9 +0.1 Total EfW 4.8 5.4 +0.6 Biomass (Contracted & Exposed) 0.7 0.8 +0.1 Total CVA 5.5 6.2 +0.7 (unaudited)

Recycled Metals Update • Current trends: – Q1 prices down year-over-year; consistent with expectations – Q1 net metal revenue declined $4 million vs. prior year • Ferrous market price decline  ~$3 million revenue impact • Organic growth initiatives were offset by the lower metal volume related to reduction in waste processed – Ferrous volume also declined due to efforts to produce cleaner, higher quality metal • Lower volume, more than offset by improved price • 2013 outlook: – Rule of thumb (unchanged): $50 change in HMS #1 Index  ~$10 to $15 million annual impact on Adjusted EBITDA • Guidance assumes FY2013 HMS of $350 • Increasing exposure to non-ferrous metals – Rule of thumb not precise -- assumes ferrous and non-ferrous prices move in tandem – Metal recovery target still on track • Targeting year-end net metal tons run rate of: ~340k ferrous; ~25k non-ferrous • Organic growth benefit largely in second half of year 6

Summary • Q1 2013 summary: – Challenging quarter as a result of unplanned maintenance requirements – Energy markets strengthening – Making continued progress on organic growth initiatives – Demonstrated commitment to shareholder return by growing dividend • 2013 outlook: – Reaffirmed 2013 guidance • 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 despite increased interest expense – Anticipating decisions on large potential growth opportunities during FY 2013 – Continued focus on capital allocation for both growth and shareholder returns 7

Financial Overview 8

Q1 2013 Highlights 9 (Unaudited, in millions, except EPS) Q1 ’12 Q1 ’13 Management Remarks Revenue $392 $373 ▲ Higher energy market pricing ▲ Organic growth initiatives ▼ Lower construction revenue ▼ Downtime from maintenance outages ▼ Lower revenues earned to service project debt ▼ Lower recycled metals market pricing Adjusted EBITDA $74 $58 ▲ Higher energy market pricing ▲ Organic growth initiatives ▼ Downtime for maintenance outages ▼ Lower debt service pass through billings ▼ Lower recycled metals market pricing Free Cash Flow $77 $25 ▼ Timing of construction working capital ▼ Decline in Adjusted EBITDA Adjusted EPS $(0.09) $(0.21) ▼ Lower operating income ▼ Increased interest expense

• Maintenance activity is seasonal (unlike most other plant operating expenses) – Typically occurs during the first half (with most activity in Q1) – Maintenance impacts revenue, expenses and maintenance capex • Earn less revenue until the boiler and/or turbine units resume operations • Incur material repair and maintenance expenses • Maintenance timing adversely affected Q1 results – Higher percentage of our scheduled maintenance planned in Q1 2013 vs. Q1 2012 – Largely related to more planned turbine/generator maintenance this quarter – Timing impact will reverse in the second half of the year • Unplanned maintenance also adversely affected Q1 results – Planned turbine generator maintenance more extensive than anticipated – Unplanned turbine/generator and other equipment repairs were required – Lost revenue and increased expense related to unplanned maintenance will not reverse • Full year 2013 maintenance spend outlook – Outlook for total maintenance expense virtually unchanged – Maintenance capital outlook also remains unchanged: $80 to $90 million Q1 Maintenance Impact 10

Revenue: Q1 12 vs. Q1 13 $ in m illion s (Unaudited) 11 1 (1) Organic Growth and Other, net includes metals (quality & quantity), special waste, contract transitions & extensions, contract escalations, energy production, biomass, new units coming online and other organic growth initiatives and operational improvements.

Adj EBITDA: Q1 12 vs. Q1 13 (Unaudited) $ in m illion s 12 1 (1) Organic Growth, Maintenance Timing and Other, net includes metals (quality & quantity), special waste, contract transitions & extensions, contract escalations, energy production, biomass, maintenance timing, new units coming online and other organic growth initiatives and operational improvements.

Free Cash Flow: Q1 12 vs. Q1 13 (Unaudited) $ in m illion s 13 1 1 (1) Includes both construction and other working capital

Adj EPS: Q1 12 vs. Q1 13 (Unaudited) 14 1 (1) Other includes the impact from a higher effective tax rate, lower equity income and lower share count due to share repurchases

• Dividend – Increased dividend by 10% in March 2013 – Annualized cash dividend is now $0.66 per share  3.3% yield1 • Equates to ~33% payout of Free Cash Flow2 • Share repurchases – Repurchased 1.2 million shares during Q1 2013 (~0.9% of shares outstanding) • Repurchased 17.5% of shares outstanding since program inception – Increased the share repurchase authorization • As of 3/31/13, $126 million remaining in share repurchase authorization 15 (Unaudited, in millions) Q1 ’12 Q2 ’12 Q3 ’12 Q4 ’12 FY 2012 Q1 ’13 Share Repurchases $30 $30 $25 $3 $88 $24 Dividends Declared $21 $20 $20 $20 $81 $22 Total Capital Returned $51 $50 $45 $23 $169 $46 Shares Outstanding End of Period 135 133 132 132 132 131 (1) Based on share price of $20.15 as of 3/28/2013. (2) At midpoint of guidance, reaffirmed as of 4/17/2013. Actively Returning Capital

(Unaudited, in millions) 12/31/2011 12/31/2012 3/31/2013 Cash and Cash Equivalents 232$ 246$ 211$ Restricted Funds - Debt Service Principal 113 72 74 Corporate Debt (1) 1,504$ 1,953$ 1,999$ Project Debt (1) 672 314 299 Total Debt Outstanding 2,176$ 2,267$ 2,298$ Stockholders' Equity 1,088$ 1,055$ 962$ Net Debt (2) 1,831$ 1,949$ 2,013$ Availability under Revolving Credit Facility 300$ 584$ 536$ Net Debt / Adjusted EBITDA (3) 3.7 x 4.0 x 4.2 x Debt / Capitalization (4) 66.7% 68.2% 70.5% 16 (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 23 for a reconciliation of 2011, 2012 and LTM 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 • Completed opportunistic repricing of term loan, lowering rate by 50 bps • Elimination of our pension obligation

• FY 2013 remains on track – FY 2013 guidance reaffirmed – Unchanged 2013 growth investment outlook of $75 to $100 million – Meaningful pick up in all key financial metrics in second half 2013 • Improvement resulting from: organic growth initiatives, energy pricing trends and maintenance timing 17 Full Year and Q2 2013 YoY Outlook (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% • Q2 2013 – Adjusted EBITDA down meaningfully vs Q2 2012  plant maintenance timing – Free Cash Flow to be down meaningfully vs Q2 2012 • Q2 typically low seasonal quarter • Construction working capital usage • Increased year-over-year interest expense – Adjusted EPS to be adversely impacted by lower equity income and higher interest (1) Reaffirmed guidance as of 4/17/2013. (2) At midpoint of guidance, reaffirmed as of 4/17/2013.

Covanta Holding Corporation First Quarter 2013 Earnings Conference Call NYSE: CVA Appendix 18

Q1 2013 Summary Results 19 (Unaudited, in millions, except per share amounts) Q1 2013 2012 Operating revenues Waste and service revenues 231$ 238$ Recycled metals revenues 16 20 Electricity and steam sales 102 91 Other operating revenues 24 43 Total operating revenues 373 392 Operating expenses Plant operating expenses 281 267 Other operating expenses 17 39 General and administrative expenses 24 25 Depreciation and amortization expense 53 50 Net interest expense on project debt 3 8 Total operating expenses 378 389 Operating (loss) income (5)$ 3$ Adjusted EBITDA 58$ 74$ % of Revenue 16% 19% Free Cash Flow 25$ 77$ Adjusted EPS (0.21)$ (0.09)$ Memo: Shares Outstanding End of Period 131 135

• 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 to be even more weighted to first half – Focus is on optimizing operating performance and on the annual spend – Outlook for total maintenance expense virtually unchanged vs. original plans – Maintenance capital outlook also remains unchanged vs. guidance: $80 to $90 million 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 20 % of Maintenance Expense by Quarter

(1) At midpoint of guidance, reaffirmed as of 4/17/2013; based on share price of $20.15 as of 3/28/2013. 21 • 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 22 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

Non-GAAP Reconciliation: Adjusted EBITDA & Free Cash Flow (1) Reaffirmed guidance as of 4/17/2013. (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. 22 (Unaudited, in millions) Full Year 2013 2012 Estimated 2013 (1) Net Loss Attributable to Covanta Holding Corporation (25)$ (12)$ $53 - $66 Operating loss related to insurance subsidiaries - 1 (5) - 0 Depreciation and amortization expense (2) 53 50 220 - 210 Debt service expense 39 32 171 - 155 Income tax benefit (3) (17) (8) 40 - 65 Defined benefit pension plan settlement gain (6) - Loss on extinguishment of debt 1 2 Net (loss) income attributable to noncontrolling interests in subsidiaries (1) 1 3 - 8 Other adjustments: Debt service billings in excess of revenue recognized (4) 7 6 Non-cash compensation expense 5 5 Other non-cash items (5) 2 (3) Subtotal other adjustments 14 8 18 - 26 Adjusted EBITDA (6) 58$ 74$ $500 - $530 Adjusted EBITDA (6) 58$ 74$ $500 - $530 Cash interest payments 22 (10) Cash taxes (3) 2 (1) Working capital/other (20) 41 Cash Flow Provided by Operating Activities 62$ 104$ $325 - $360 Cash Flow Provided by Operating Activities 62$ 104$ $325 - $360 Plus: Cash flow used in operating activities from insurance subsidiaries 1 1 5 - 10 Less: Maintenance capital expenditures (38) (28) (80) - (90) Free Cash Flow 25$ 77$ $250 -$280 Memo: Shares Outstanding End of Period 131 135 Q1

Non-GAAP Reconciliation: Adjusted EBITDA 23 Note: Adjusted EBITDA results provided to reconcile the denominator of the Net Debt / Adjusted EBITDA ratios on slide 16 Please see slide 22 for the text of footnotes 2 to 5. Full Year LTM (Unaudited, in millions) 2011 2012 3/31/2013 Net Income from Continuing Operations 79$ 116$ 103$ Operating loss related to Insurance subsidiaries 2 10 9 Depreciation and amortization expense (2) 193 195 198 Debt service expense 122 145 152 Income tax expense (adjusted for reversal of uncertain tax positions related to pre-emergence tax matters) (3) 52 26 17 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) (29) Write-off of renewable fuels project - 16 16 Write-off of net gain related to lease termination - (44) (44) Development costs 5 11 11 Defined benefit pension plan settlement expense - 11 5 Loss on extinguishment of debt 1 3 2 Gain on sale of business (9) - - Net income attributable to noncontrolling interests in subsidiaries 5 2 - Other adjustments: Debt service billings in excess of revenue recognized (4) 22 9 10 Non-cash compensation expense 18 17 17 Other non-cash items (5) 13 4 9 Subtotal other adjustments 53 30 36 Adjusted EBITDA 494$ 492$ 476$

24 (1) Reaffirmed guidance as of 4/17/2013. Non-GAAP Reconciliation: Adjusted EPS (Unaudited, in millions, except per share amounts) Full Year 2013 2012 Estimated 2013 (1) Diluted Loss Per Share (0.19)$ (0.09)$ $0.42 - $0.52 Reconciling Items (0.02) - (0.02) Adjusted EPS (0.21)$ (0.09)$ $0.40 - $0.50 Reconciling Items Operating loss related to insurance subsidiaries -$ 1$ Defined benefit pension plan settlement gain (6) - Loss on extinguishment of debt 1 2 Effect of foreign exchange gain on indebtedness - (3) Other 1 - Total Reconciling Items, pre-tax (4) - Proforma income tax impact 2 - Total Reconciling Items, net of tax (2)$ -$ Diluted Loss Per Share Impact (0.02)$ -$ Weighted Average Diluted Shares Outstanding 130 134 Q1

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 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, less the results of operations of our insurance subsidiaries. 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 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, 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 25