FORM 8-K Q213

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 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)

(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 July 17, 2013, Covanta Holding Corporation issued a press release reporting the unaudited results for the second quarter ended June 30, 2013, and announcing a conference call and webcast to be held at 8:30 a.m. (Eastern) on Thursday, July 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 July 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 second quarter ended June 30, 2013, which will be held on Thursday, July 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.

Financial Statements of Business Acquired – Not Applicable

Pro Forma Financial Information – Not Applicable



Exhibit No.		Exhibit

99.1		Press Release, dated July 17, 2013.

99.2		Earnings Materials, dated July 18, 2013.

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.

COVANTA HOLDING CORPORATION




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

COVANTA HOLDING CORPORATION



Exhibit No.		Exhibit

99.1		Press Release, dated July 17, 2013.

99.2		Earnings Materials, dated July 18, 2013.

COVANTA HOLDING CORPORATION REPORTS

2013 SECOND QUARTER RESULTS

2013 GUIDANCE REAFFIRMED

MORRISTOWN, NJ, July 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 and six months ended June 30, 2013.



	Three Months Ended June 30,
	2013	2012
	(Unaudited, $ in millions, except per share amounts)
Revenue	$ 413	$ 410
Net (Loss) Income from Continuing Operations	$ (38)	$ 19
Adjusted EBITDA	$ 120	$ 125
Free Cash Flow	$ 18	$ 17
Adjusted EPS	$ 0.10	$ 0.15

$8 million financial benefit from power purchase agreement (PPA) buyout

Signed 15 year extension for MacArthur EfW facility service fee contract and completed additional bundled services agreements in New England

Achieved 40% year-over-year growth in non-ferrous metal tons recovered

Strategic shift on UK development; GAAP charges of $49 million

Reaffirming FY2013 guidance

Commenting on Covanta's results, Anthony Orlando, President and Chief Executive Officer stated, “We achieved solid results this quarter. Operating performance was in line with our expectations and key financial metrics came in slightly better than expected, as we had a modest benefit from a power purchase agreement buyout. Furthermore, I'm pleased with the progress on all of our organic growth initiatives and look forward to a strong second half of the year.”

Operating revenues of $413 million increased $3 million compared to the prior year. This increase was primarily due to the execution of organic growth initiatives, such as special waste and metal recovery, the Honolulu expansion unit coming online, and contract escalations. This increase was partially offset by lower construction revenue, lower revenues earned to service project debt and lower spot waste pricing. The benefit from higher energy market pricing was almost entirely offset by lower metal market pricing.

Excluding impairment and restructuring charges outlined in Exhibit 4A - Note (a) of this press release¹, operating expenses of $356 million increased $2 million compared to the prior year. The increase was driven by the timing of scheduled plant maintenance expense and higher depreciation and amortization expense. These higher costs were partially offset by an $8 million benefit related to a PPA buyout.

Excluding the impairment and restructuring charges noted above, operating income increased by $1 million to $57 million compared to $56 million in the prior year. This increase was due to the drivers noted above.

Adjusted EBITDA decreased by $5 million to $120 million driven by the timing of scheduled plant maintenance expense, lower construction profit and lower debt service pass through billings. These factors were partially offset by an $8 million benefit related to a PPA buyout and the impact of organic growth initiatives.

Free Cash Flow increased by $1 million to $18 million for the three month comparative period. The increase was primarily driven by the timing of construction working capital and lower maintenance capital expenditures, which were partially offset by lower Adjusted EBITDA and higher cash interest.

Adjusted EPS declined by $0.05 to $0.10 versus the prior year period, primarily due to lower equity income.

Year-to-Date Results

For the six months ended June 30, 2013, total operating revenues decreased 2% to $786 million. Free Cash Flow was $43 million for the year-to-date period compared to $94 million for the same period last year. Adjusted EBITDA was $178 million compared to $199 million for the same period last year and Adjusted EPS was $(0.11) compared to $0.06 in 2012.

Shareholder Returns and Liquidity

During the second quarter, the Company returned $32 million to shareholders, consisting of $22 million in cash dividends declared and $10 million in share repurchases (0.4% of common stock outstanding). Since the inception of its buyback program in July 2010, the Company has repurchased 27.5 million shares, or 17.8% of shares outstanding, at a weighted average cost of $16.22 per share. As of June 30, 2013, Covanta had $116 million of share repurchase authorization remaining.

Sanjiv Khattri, Covanta's Executive Vice-President and Chief Financial Officer, commented, “The majority of our annual scheduled maintenance has been successfully completed and our investments in organic growth are gaining traction, including a 40 percent year-over-year

increase in non-ferrous metal recovery. All of this gives me confidence that our performance will be consistent with full year guidance ranges.”

¹ In Q2 2013, we recorded non-cash write-offs, as well as severance and other restructuring expenses, totaling approximately $53 million. For additional information, see Exhibit 4A - Note (a) of this press release.

2013 Full Year Guidance

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

(In millions, except per share amounts)



Metric	FY 2012 Actual	FY 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, July 18, 2013 to discuss its second 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, July 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 10029940. The webcast will also be archived on www.covantaenergy.com.

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.

IR@covantaenergy.com



Covanta Holding Corporation	Exhibit 1
Condensed Consolidated Statements of Operations



	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(Unaudited) (In millions, except per share amounts)
Operating revenues
Waste and service revenues	$	259		$	262		$	490		$	500
Recycled metals revenues	17			18			33			38
Electricity and steam sales	103			91			205			182
Other operating revenues	34			39			58			82
Total operating revenues	413			410			786			802
Operating expenses
Plant operating expenses	252			243			533			510
Other operating expenses	25			30			41			69
General and administrative expenses	26			25			50			50
Depreciation and amortization expense	52			49			105			99
Net interest expense on project debt	4			7			7			15
Net write-offs ^(a)	50			—			51			—
Total operating expenses	409			354			787			743
Operating income (loss)	4			56			(1		)	59
Other income (expense)
Interest expense	(29		)	(24		)	(58		)	(42		)
Non-cash convertible debt related expense	(7		)	(7		)	(14		)	(13		)
Loss on extinguishment of debt	—			—			(1		)	(2		)
Other income, net	—			—			—			3
Total other expenses	(36		)	(31		)	(73		)	(54		)
(Loss) income from continuing operations before income tax expense (benefit) and equity in net income from unconsolidated investments	(32		)	25			(74		)	5
Income tax (expense) benefit	(7		)	(11		)	10			(3		)
Equity in net income from unconsolidated investments	1			5			—			6
(Loss) income from continuing operations	(38		)	19			(64		)	8
Loss from discontinued operations, net of income tax expense of $0, $1, $0 and $1, respectively	—			(2		)	—			(2		)
Net (Loss) Income	(38		)	17			(64		)	6
Less: Net loss from continuing operations attributable to noncontrolling interests in subsidiaries	—			1			1			—
Net (Loss) Income Attributable to Covanta Holding Corporation	$	(38	)	$	18		$	(63	)	$	6






	Three Months Ended June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(Unaudited) (In millions, except per share amounts)
Amounts Attributable to Covanta Holding Corporation stockholders:
Continuing operations	$	(38	)	$	20		$	(63	)	$	8
Discontinued operations	—			(2		)	—			(2		)
Net (Loss) Income Attributable to Covanta Holding Corporation	$	(38	)	$	18		$	(63	)	$	6

(Loss) Earnings Per Share Attributable to Covanta Holding Corporation stockholders:
Basic
Continuing operations	$	(0.30	)	$	0.15		$	(0.49	)	$	0.06
Discontinued operations	—			(0.01		)	—			(0.01		)
Covanta Holding Corporation	$	(0.30	)	$	0.14		$	(0.49	)	$	0.05
Weighted Average Shares	129			133			129			133

Diluted
Continuing operations	$	(0.30	)	$	0.15		$	(0.49	)	$	0.06
Discontinued operations	—			(0.01		)	—			(0.01		)
Covanta Holding Corporation	$	(0.30	)	$	0.14		$	(0.49	)	$	0.05
Weighted Average Shares	129			134			129			134

Cash Dividend Declared Per Share:	$	0.165		$	0.15		$	0.33		$	0.30

Supplemental Information - Non-GAAP
Adjusted EPS ^(b)	$	0.10		$	0.15		$	(0.11	)	$	0.06

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



Covanta Holding Corporation	Exhibit 2
Condensed Consolidated Balance Sheets



	As of
	June 30, 2013			December 31, 2012
	(Unaudited)
	(In millions, except per share amounts)
ASSETS
Current:
Cash and cash equivalents	$	205		$	246
Restricted funds held in trust	58			53
Receivables (less allowances of $8 and $6, respectively)	286			256
Unbilled service receivables	15			18
Deferred income taxes	37			18
Note Hedge	141			—
Prepaid expenses and other current assets	110			97
Total Current Assets	852			688
Property, plant and equipment, net	2,570			2,561
Investments in fixed maturities at market (cost: $35 and $36, respectively)	35			36
Restricted funds held in trust	150			161
Unbilled service receivables	13			17
Waste, service and energy contracts, net	380			399
Other intangible assets, net	22			23
Goodwill	249			249
Investments in investees and joint ventures	43			49
Other assets	176			343
Total Assets	$	4,490		$	4,526
LIABILITIES AND EQUITY
Current:
Current portion of long-term debt	$	577		$	3
Current portion of project debt	68			80
Accounts payable	49			41
Accrued expenses and other current liabilities	237			236
Total Current Liabilities	931			360
Long-term debt	1,573			2,012
Project debt	221			237
Deferred income taxes	702			691
Waste and service contracts	30			35
Other liabilities	135			136
Total Liabilities	3,592			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 130 and 132 shares, respectively)	16			16
Additional paid-in capital	788			806
Accumulated other comprehensive income	1			7
Accumulated earnings	92			222
Treasury stock, at par	(3		)	(3		)
Total Covanta Holding Corporation stockholders equity	894			1,048
Noncontrolling interests in subsidiaries	4			7
Total Equity	898			1,055
Total Liabilities and Equity	$	4,490		$	4,526



Covanta Holding Corporation	Exhibit 3
Condensed Consolidated Statements of Cash Flow



	Six Months Ended June 30,
	2013			2012
	(Unaudited, in millions)
OPERATING ACTIVITIES:
Net (loss) income	$	(64	)	$	6
Less: Loss from discontinued operations, net of tax expense	—			(2		)
(Loss) income from continuing operations	(64		)	8
Adjustments to reconcile net (loss) income from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation and amortization expense	105			99
Net write-offs ^(a)	51			—
Defined benefit pension plan settlement gain	(6		)	—
Loss on extinguishment of debt	1			2
Non-cash convertible debt related expense	14			13
Stock-based compensation expense	9			10
Deferred income taxes	(7		)	—
Other, net	3			(12		)
Change in restricted funds held in trust	8			2
Change in working capital	(17		)	22
Net cash provided by operating activities from continuing operations	97			144
Net cash provided by operating activities from discontinued operations	—			—
Net cash provided by operating activities	97			144
INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(97		)	(66		)
Acquisition of noncontrolling interest in subsidiary	(14		)	—
Acquisition of land use rights	—			(1		)
Other, net	(14		)	6
Net cash used in investing activities from continuing operations	(125		)	(61		)
Net cash provided by investing activities from discontinued operations	—			11
Net cash used in investing activities	(125		)	(50		)
FINANCING ACTIVITIES:
Proceeds from borrowings on long-term debt	—			699
Payment of deferred financing costs	(1		)	(24		)
Principal payments on long-term debt	(2		)	(620		)
Principal payments on project debt	(29		)	(39		)
Convertible debenture repurchases	—			(25		)
Payments of borrowings on revolving credit facility	(206		)	(15		)
Proceeds from borrowings on revolving credit facility	292			15
Change in restricted funds held in trust	(3		)	(1		)
Cash dividends paid to stockholders	(22		)	(31		)
Common stock repurchased	(34		)	(59		)
Financing of insurance premiums, net	—			(7		)
Other, net	(8		)	1
Net cash used in financing activities from continuing operations	(13		)	(106		)
Net cash used in financing activities from discontinued operations	—			(2		)
Net cash used in financing activities	(13		)	(108		)
Effect of exchange rate changes on cash and cash equivalents	—			—
Net decrease in cash and cash equivalents	(41		)	(14		)
Cash and cash equivalents at beginning of period	246			234
Cash and cash equivalents at end of period	$	205		$	220


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



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



	Three Months Ended June 30,					Six Months Ended June 30,					Full Year Estimated 2013
	2013			2012		2013			2012		Full Year Estimated 2013
	(Unaudited)
Continuing Operations - Diluted (Loss) Earnings Per Share	$	(0.30	)	$	0.15	$	(0.49	)	$	0.06	$0.02 - $0.12
Reconciling Items ^(a)	0.40			—		0.38			—		0.38
Adjusted EPS	$	0.10		$	0.15	$	(0.11	)	$	0.06	$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 June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
	(Unaudited) (In millions, except per share amounts)
Reconciling Items
Operating loss related to insurance subsidiaries	$	1		$	—		$	1		$	1
Net write-offs ^(a)	50			—			51			—
UK severance and other restructuring ^(a)	3			—			3			—
Defined benefit pension plan settlement gain	—			—			(6		)	—
Loss on extinguishment of debt	—			—			1			2
Effect of foreign exchange gain on indebtedness	—			—			—			(3		)
Other	—			1			—			1
Total Reconciling Items, pre-tax	54			1			50			1
Pro forma income tax impact ^(b)	(2		)	(1		)	—			(1		)
Total Reconciling Items, net of tax	$	52		$	—		$	50		$	—

Diluted Earnings Per Share Impact	$	0.40		$	—		$	0.38		$	—
Weighted Average Diluted Shares Outstanding	129			134			129			134



(a) During the three months ended June 30, 2013, we recorded non-cash write-offs totaling approximately $50 million comprised of $46 million of capitalized development costs and land related to United Kingdom development projects which we ceased to pursue in their current form and $4 million associated with funds advanced related to the Harrisburg EfW facility. In addition, we recorded approximately $3 million of severance and other restructuring expenses related to the United Kingdom development office which was recorded to general and administrative expenses.
(b) There is no expected tax benefit from the non-cash write-off related to the UK development costs. As a result, this non-cash write-off is significant to the effective tax rate. Accordingly, we are presenting this proforma calculation of the income tax effect from the total non-cash write-offs in the second quarter of 2013 to illustrate the proforma impact upon 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 non-cash write-offs when compared to the tax provision reported under GAAP in the condensed consolidated statement of operations.



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



	Three Months Ended June 30,				Six Months Ended June 30,
	2013		2012		2013		2012
	(Unaudited)
Effective Tax Rate ^(a)	(23	)%	42	%	13	%	60	%



(a) The effective income tax rate (“ETR”) was (23)% and 42% for the three months ended June 30, 2013 and 2012, respectively, and 13% and 60% for the six months ended June 30, 2013 and 2012, respectively. The non-cash write-off of United Kingdom development costs, has no corresponding tax benefit. The ETR for the three and six month periods ended June 30, 2013, excluding the impact of the non-cash write-off of United Kingdom development costs and other foreign losses for which we cannot recognize a tax benefit, would have been approximately 38% and 48%, respectively.



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



	Three Months Ended June 30,						Six Months Ended June 30,					Full Year Estimated 2013
	2013			2012			2013			2012		Full Year Estimated 2013
	(Unaudited, in millions)
Net (Loss) Income from Continuing Operations Attributable to Covanta Holding Corporation	$	(38	)	$	20		$	(63	)	$	8	$4 - $17

Operating loss related to insurance subsidiaries	1			—			1			1		(5) - 0

Depreciation and amortization expense	52			49			105			99		220 - 210

Debt service:
Net interest expense on project debt	4			7			7			15
Interest expense	29			24			58			42
Non-cash convertible debt related expense	7			7			14			13
Subtotal debt service	40			38			79			70		171 - 155

Income tax expense (benefit)	7			11			(10		)	3		40 - 65

Net write-offs ^(a)	50			—			51			—		51

Severance related to UK Restructuring ^(a)	3			—			3			—		3

Defined benefit pension plan settlement gain	—			—			(6		)	—		(6)

Loss on extinguishment of debt	—			—			1			2		1

Net (loss) income attributable to noncontrolling interests in subsidiaries	—			(1		)	(1		)	—		3 - 8

Other adjustments:
Debt service billings in excess of revenue recognized	1			—			8			6
Non-cash compensation expense	4			5			9			10
Other non-cash items ^(b)	—			3			1			—
Subtotal other adjustments	5			8			18			16		18 - 26

Total adjustments	158			105			241			191
Adjusted EBITDA	$	120		$	125		$	178		$	199	$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 June 30,						Six Months Ended June 30,						Full Year Estimated 2013
	2013			2012			2013			2012			Full Year Estimated 2013
	(Unaudited, in millions)
Cash flow provided by operating activities from continuing operations	$	35		$	40		$	97		$	144		$325 - $360
Plus: Cash flow used in operating activities from insurance subsidiaries	2			1			3			2			5 - 10
Less: Maintenance capital expenditures ^(a)	(19		)	(24		)	(57		)	(52		)	(80) - (90)
Free Cash Flow	$	18		$	17		$	43		$	94		$250 -$280

Weighted Average Diluted Shares Outstanding	129			134			129			134

Uses of Free Cash Flow
Investments:
Acquisition of noncontrolling interest in subsidiary	$	—		$	—		$	(14	)	$	—
Non-maintenance capital expenditures ^(b)	(15		)	(10		)	(40		)	(14		)
Acquisition of land use rights ^(b)	—			—			—			(1		)
Other investing activities, net ^(c)	(4		)	5			(14		)	6
Total investments	$	(19	)	$	(5	)	$	(68	)	$	(9	)

Return of capital to stockholders:
Cash dividends paid to stockholders	$	(22	)	$	(21	)	$	(22	)	$	(31	)
Common stock repurchased	(10		)	(29		)	(34		)	(59		)
Total return of capital to stockholders	$	(32	)	$	(50	)	$	(56	)	$	(90	)

Capital raising activities:
Net proceeds from issuance of corporate debt ^(d)	$	—		$	(1	)	$	—		$	675
Other financing activities, net	4			2			(9		)	1
Net proceeds from capital raising activities	$	4		$	1		$	(9	)	$	676

Debt repayments:
Net cash used for scheduled principal payments on corporate debt	$	(1	)	$	(1	)	$	(2	)	$	(24	)
Net cash used for scheduled principal payments on project debt ^(e)	(13		)	(15		)	(32		)	(40		)
Optional repayment of corporate debt ^(f)	—			—			—			(621		)
Total debt repayments	$	(14	)	$	(16	)	$	(34	)	$	(685	)

Borrowing activities - Revolving credit facility, net	$	39		$	—		$	86		$	—

Short-term borrowing activities - Financing of insurance premiums, net	$	—		$	(4	)	$	—		$	(7	)

Effect of exchange rate changes on cash and cash equivalents	$	—		$	—		$	—		$	—

Net change in cash and cash equivalents from continuing operations	$	(4	)	$	(57	)	$	(38	)	$	(21	)

(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 June 30,						Six Months Ended June 30,
	2013			2012			2013			2012
Maintenance capital expenditures	$	(19	)	$	(24	)	$	(57	)	$	(52	)
Capital expenditures associated with organic growth initiatives and technology development ^(b)	(15		)	(7		)	(40		)	(11		)
Capital expenditures - other ^(b)	—			(3		)	—			(3		)
Total purchases of property, plant and equipment	$	(34	)	$	(34	)	$	(97	)	$	(66	)

(b) Growth investments includes investments in growth opportunities, including organic growth initiatives, technology, business development, and other similar expenditures, net of capital expenditures associated with property insurance events.

Capital expenditures associated with organic growth initiatives and technology development	$	(15	)	$	(7	)	$	(40	)	$	(11	)
Capital expenditures - other	—			(3		)	—			(3		)
Total non-maintenance capital expenditures	(15		)	(10		)	(40		)	(14		)
Acquisition of land use rights	—			—			—			(1		)
Less: Capital expenditures associated with property insurance events	—			3			—			3
Total growth investments	$	(15	)	$	(7	)	$	(40	)	$	(12	)

(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	—			(1		)	—			(24		)
Net proceeds from issuance of corporate debt	$	—		$	(1	)	$	—		$	675

(e) Calculated as follows:

Total scheduled principal payments on project debt	$	(13	)	$	(2	)	$	(29	)	$	(39	)
Increase in related restricted funds held in trust	—			(13		)	(3		)	(1		)
Net cash used for principal payments on project debt	$	(13	)	$	(15	)	$	(32	)	$	(40	)

(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 6A
Growth Investments



Growth investments includes investments in growth opportunities, including organic growth initiatives, technology, business development, and other similar expenditures, net of capital expenditures associated with property insurance events.



	Twelve Months Ended December 31, 2012			Six Months Ended June 30, 2013		Full Year Estimated 2013
	(Unaudited, in millions)
Capital expenditures associated with organic growth initiatives and technology development	$	27		$	40
Capital expenditures - other	14			—
Total non-maintenance capital expenditures	41			40
Acquisition of land use rights	1			—
Other growth investments	2			—
Less: Capital expenditures associated with property insurance events	(13		)	—
Organic growth investments	31			40
Acquisition of businesses, net of cash acquired	94			—
Total growth investments	$	125		$	40	$75 -$100



Covanta Holding Corporation	Exhibit 7
Capitalization Information



	As of
	June 30, 2013		December 31, 2012
	(Unaudited, in millions)
Cash and Cash Equivalents:
Domestic	$	18	$	12
International	181		215
Insurance Subsidiary	6		19
Total Cash and Cash Equivalents	$	205	$	246

Restricted Funds Held in Trust:^(a)
Debt Service Funds - Principal	$	74	$	72
Debt Service Funds - Interest	4		6
Debt Service Funds - Total	78		78
Revenue Funds	8		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 June 30, 2013				As of December 31, 2012
	Face Value		Book Value		Face Value		Book Value
	(Unaudited, in millions)
Corporate Debt:
Revolving Credit Facility	$	146	$	146	$	60	$	60
Term Loan due 2019	296		295		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		574		460		523
Sub-total	$	1,702	$	1,815	$	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)	$	2,037	$	2,150	$	1,953	$	2,015

Project Debt:
Domestic project debt - service fee facilities	$	194	$	196	$	223	$	226
Domestic project debt - tip fee facilities	69		69		68		68
International project debt	24		24		23		23
Total project debt (including current portion)	$	287	$	289	$	314	$	317

Total Debt Outstanding	$	2,324	$	2,439	$	2,267	$	2,332

Net Debt ^(a)	$	2,045			$	1,949

Availability for Borrowings under the Revolving Credit Facility	$	497			$	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 quarters ended March 31 and June 30, 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%
Q2 2013	10		0.5	$	19.62	0.4%
FY 2013 Sub-total	$	34	1.7	$	19.37	1.3%
Total Common Stock Repurchased	$	447	27.5	$	16.22	17.8%

Cash Dividends Declared to Stockholders
FY 2010	$	233
FY 2011	$	42
FY 2012	$	81
Q1 2013	$	22
Q2 2013 (b)	22
FY 2013 Sub-total	$	44
Total Cash Dividends Declared to Stockholders	$	400

Total Return to Stockholders	$	847


(a) As of June 30, 2013, the amount remaining under our currently authorized share repurchase program was $116 million.

(b) On June 6, 2013, we authorized a quarterly cash dividend of $0.165 per share. The Q2 2013 payment was made on July 8, 2013 to stockholders of record as of the close of business on June 27, 2013.



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



	Three Months Ended June 30,						Six Months Ended June 30,						Full Year Estimated 2013
	2013			2012			2013			2012			Full Year Estimated 2013
	(Unaudited, in millions)
Cash flow provided by operating activities from continuing operations	$	35		$	40		$	97		$	144		$325 - $360

Cash flow used in operating activities from insurance subsidiaries	2			1			3			2			5 - 10

Debt service	40			38			79			70			171 - 155

Change in working capital	50			41			17			(22		)
Change in restricted funds held in trust	1			—			(8		)	(2		)
Non-cash convertible debt related expense	(7		)	(7		)	(14		)	(13		)
Equity in net income from unconsolidated investments	1			5			—			6
Dividends from unconsolidated investments	(5		)	(3		)	(6		)	(3		)
Current tax provision	2			4			(3		)	3
Other	1			6			13			14
Sub-total	43			46			(1		)	(17		)	(1) - 5
Adjusted EBITDA	$	120		$	125		$	178		$	199		$500 - $530



Covanta Holding Corporation - Americas Segment			Exhibit 10A
Statistics - (Unaudited, in millions, except percentages)



Boiler Availability

	Last Twelve Months as of June 30,
	2013	2012
EfW Facilities	92.2%	92.5%



Waste and Service Revenue

	Three Months Ended June 30,
	2013		2012
Waste and service revenue unrelated to project debt	$	248	$	250
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	$	257	$	262



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

	Three Months Ended June 30,
	2013					2012
	Revenue ^(a)		Volume^{(a), (b)}	% of Total Volume		Revenue ^(a)		Volume^{(a), (b)}	% of Total Volume
EfW
At Market	$	9	0.25	17	%	$	16	0.30	22	%
Contracted & Hedged	73		1.05	72	%	57		0.90	68	%
Total EfW	$	82	1.30	89	%	$	73	1.20	90	%
Biomass
At Market	$	3	0.08	6	%	$	2	0.07	5	%
Contracted	11		0.07	5	%	8		0.07	5	%
Total Biomass	$	14	0.15	11	%	$	10	0.14	10	%
Total	$	96	1.45	100	%	$	83	1.34	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 July 17, 2013
EfW
At Market	0.9
Contracted & Hedged	4.5
Total EfW	5.4
Biomass^(b)
At Market	0.4
Contracted	0.3
Total Biomass	0.7
Total	6.1

(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 10B
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 Ended June 30,
	2013		2012
Ferrous Metal	$	53	$	63
Non-Ferrous Metal	14		14
Total	$	67	$	77

(a) Covanta share only



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

	Last Twelve Months Ended June 30,
	2013	2012
Ferrous Metal	297.4	320.5
Non-Ferrous Metal	16.1	14.5
Total	313.5	335.0

(a) Net volume: Covanta share only
(b) Tons in thousands



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 June 30,
	2013		2012
Plant Operating Expenses:
Plant maintenance ^(a)	$	63	$	56
All other	179		178
Plant operating expenses	$	242	$	234

(a) Plant maintenance costs include our internal maintenance team and non-facility employee costs for facility scheduled and unscheduled maintenance and repair expenses.



Published Industry U.S. Economic Drivers ^(a)
	As of June 30,
	2013			2012
Consumer Price Index ^(b)	1.8		%	1.7		%
PJM Pricing (Electricity) ^(c)	$	41.15		$	30.75
Henry Hub Pricing (Natural Gas) ^(d)	$	4.01		$	2.27
#1 HMS Pricing (Ferrous Metals)^(e)	$	334		$	392

(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 Q2 2013 and Q2 2012. Pricing for the PJM PSEG Zone is provided by the PJM ISO.
(d) Average price per MMBtu for Q2 2013 and Q2 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 Q2 2013 and Q2 2012. The #1 Heavy Melt Steel (HMS) composite index ($/gross ton) price is 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 income 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 June 30, 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 June 30, 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 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 June 30, 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 June 30, 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 and six months ended June 30, 2013 and 2012, reconciled for each such period 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 six months ended June 30, 2013 and 2012, reconciled for each such period 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 six months ended June 30, 2013 and 2012, reconciled for each such period to diluted income 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 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.

Covanta Holding Corporation Second Quarter 2013 Earnings Conference Call NYSE: CVA July 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.

Q2 2013 Highlights 3 • Solid operating quarter – in line with expectations • Q2 Adjusted EBITDA and Free Cash Flow a little better than expected – primarily driven by benefit of PPA buyout • Strategic shift on UK development – adversely affected GAAP financial results • Reaffirmed FY 2013 guidance (Unaudited, in millions, except EPS) Q2 ’12 Q2 ’13 Management Remarks Revenue $410 $413 ▲ Organic growth initiatives (i.e., special waste, metal) ▲ Honolulu expansion coming online ▲ Contract escalations ↔ Higher energy market pricing offset metal market price decline ▼ Lower construction revenue ▼ Lower revenues earned to service project debt Adjusted EBITDA $125 $120 ▲ Power purchase agreement (PPA) buyout ▲ Organic growth initiatives (i.e., special waste, metal, cost savings) ↔ Higher energy market pricing offset metal market price decline ▼ Scheduled maintenance timing ▼ Lower construction profit ▼ Lower debt service pass through billings Free Cash Flow $17 $18 ▲ Timing of construction working capital ▲ Lower maintenance capital expenditures ▼ Decline in Adjusted EBITDA ▼ Higher cash interest (primarily timing) Adjusted EPS $0.15 $0.10 ▼ Lower equity income

Waste Update • Current trends: – Average tip fee pricing flat year-over-year in Q2 2013 • Increased special waste revenue and contract escalations • Offset by lower spot waste pricing and above market contract transitions – Asset management – new contracts and extensions • Signed 30 municipal “Bundled Services” contracts in Connecticut and Massachusetts in last 18 months – Total 400,000 tons/year of waste and 75,000 tons/year of recyclables – Average contract life of 10+ years • MacArthur service fee contract extended by 15 years to 2030 • FY 2013 outlook unchanged: – 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 – 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 is up vs. Q2 2012, but slightly down from Q1 2013 – Rule of thumb (unchanged): $1/MMBtu natural gas $5 to $10 million annual impact on FY 2013 Adjusted EBITDA • Current FY 2013E natural gas pricing ~$3.70/MMBtu vs. initial guidance of $3.50/MMBtu – New England PPA buyout ~$7 million net benefit in FY 2013 • 350,000 MWh of annual contracted output moves to exposed; incremental 2013 exposure already hedged • Anticipate minimal impact to revenue through 2016 and small annual revenue reduction in 2017–19 • FY 2013 outlook essentially unchanged 5 Energy Portfolio (MWh, millions) FY 2012A FY 2013E Chg. EfW Contracted 3.3 3.5 +0.2 EfW Hedged 0.7 1.0 +0.3 EfW Exposed 0.8 0.9 +0.1 Total EfW 4.8 5.4 +0.6 Biomass (Contracted and Exposed) 0.7 0.7 --- Total CVA 5.5 6.1 +0.6 (unaudited)

Recycled Metals Update • Current trends: – Q2 net metal revenue of $17 million was down $1 million vs. prior year • Ferrous market price decline  ~$2 million revenue reduction • Non-ferrous volumes increased 40% year-over-year, partially offsetting market price declines – July and year-to-date average HMS#1 index price of ~$340 • FY 2013 outlook essentially unchanged: – Rule of thumb (unchanged): $50 change in HMS#1 index  ~$10 to $15 million annual impact on Adjusted EBITDA • Initial guidance assumed FY 2013 HMS#1 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 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 • Q2 2013 summary: – Operating results as expected – Adjusted EBITDA and Free Cash Flow a little better than expected, primarily driven by PPA buyout – Progress on organic growth initiatives • New ferrous and non-ferrous metals systems, special waste growth, asset management, process improvements – Not selected for UK Merseyside bid • Implementing strategic shift while continuing to evaluate options • Impairment and restructuring charges of $49 million adversely affects GAAP financial results • FY 2013 outlook: – Reaffirmed 2013 guidance – full year outlook fundamentally unchanged – Continued focus: • Operations, organic growth initiatives and contract renewals • Capital allocation for both growth and shareholder returns 7

Financial Overview 8

Q2 2013 Highlights 9 (Unaudited, in millions, except EPS) Q2 ’12 Q2 ’13 Management Remarks Revenue $410 $413 ▲ Organic growth initiatives (i.e., special waste, metal) ▲ Honolulu expansion coming online ▲ Contract escalations ↔ Higher energy market pricing offset metal market price decline ▼ Lower construction revenue ▼ Lower revenues earned to service project debt Adjusted EBITDA $125 $120 ▲ Power purchase agreement (PPA) buyout ▲ Organic growth initiatives (i.e., special waste, metal, cost savings) ↔ Higher energy market pricing offset metal market price decline ▼ Scheduled maintenance timing ▼ Lower construction profit ▼ Lower debt service pass through billings Free Cash Flow $17 $18 ▲ Timing of construction working capital ▲ Lower maintenance capital expenditures ▼ Decline in Adjusted EBITDA ▼ Higher cash interest (primarily timing) Adjusted EPS $0.15 $0.10 ▼ Lower equity income

Impairment/Restructuring Charges 10 Event Charge Explanation Location on Financial Statements UK impairment charge $ 46 Non-cash write-off of capitalized development costs and land Segment: All Other P&L: Net write-offs Harrisburg 4 Non-cash write-down of loan issued for certain Harrisburg EfW facility improvements Segment: Americas P&L: Net write-offs Total non-cash write-off $ 50 UK restructuring charge 3 Cash charge for severance and other restructuring charges related to United Kingdom Segment: All Other P&L: G&A Total charges $ 53 Impairment and restructuring reflects shift in strategy for UK Harrisburg write-down reflects updated view on recoverability Note: The above charges will not impact Adjusted EBITDA and Adjusted EPS guidance metrics. However, UK restructuring charge is a $3 million impact to FY 2013 Free Cash Flow. (Unaudited, in millions)

Revenue: Q2 12 vs. Q2 13 $ in m illion s (Unaudited) 11 1 1) Organic Growth and Other, net includes contract escalations, transitions and extensions, biomass, energy production, metals (quality and quantity), new units coming online, special waste, and other organic growth initiatives and operational improvements.

Adj EBITDA: Q2 12 vs. Q2 13 (Unaudited) $ in m illion s 12 1 1) Organic Growth, Maintenance Timing and Other, net includes biomass, construction, contract escalations, transitions and extensions, PPA buyout, energy production, maintenance timing, metals (quality and quantity), new units coming online, special waste, and other organic growth initiatives and operational improvements.

Free Cash Flow: Q2 12 vs. Q2 13 (Unaudited) $ in m illion s 13 1 (1) Includes both construction and other working capital

Adj EPS: Q2 12 vs. Q2 13 (Unaudited) 14 1 (1) Other includes depreciation and interest

• Dividend – Increased dividend by 10% in March 2013 – Annualized cash dividend is $0.66 per share  3.3% yield1 • Equates to ~1/3 payout of Free Cash Flow2 – Q2 dividend of $22 million declared in June and paid in July • Share repurchases – Repurchased 0.5 million shares during Q2 2013 (~0.4% of shares outstanding) – Repurchased 17.8% of shares outstanding since program inception – As of 6/30/13, $116 million remaining in share repurchase authorization 15 (Unaudited, in millions) Q1 ’12 Q2 ’12 Q3 ’12 Q4 ’12 FY 2012 Q1 ’13 Q2 ’13 Share Repurchases $30 $30 $25 $3 $88 $24 $10 Dividends Declared $21 $20 $20 $20 $81 $22 $22 Total Capital Returned $51 $50 $45 $23 $169 $46 $32 Shares Outstanding End of Period 135 133 132 132 132 131 130 (1) Based on share price of $20.02 as of 6/28/2013. (2) At midpoint of guidance, reaffirmed as of 7/17/2013. Actively Returning Capital

• FY 2013 guidance reaffirmed – Full year outlook fundamentally unchanged from initial guidance • $7 million net benefit from PPA buyout partially offsets $10 million unscheduled maintenance impact • Energy market price improvement partially offsets metal market price decline – 2H 2013 drivers: organic growth initiatives, contract transitions and maintenance timing – FY 2013 growth investments outlook to be at high end of range ($75 to $100 million) 16 Full Year and Q3 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% • Q3 2013 – Adjusted EBITDA higher vs. Q3 2012  plant maintenance timing and organic growth initiatives, partially offset by lower debt service pass through billings – Free Cash Flow to be down meaningfully vs. Q3 2012  construction working capital timing • Could improve meaningfully if large construction receivable paid in Q3 vs. Q4 – Adjusted EPS higher vs. Q3 2012  benefit from higher Adjusted EBITDA (1) Reaffirmed guidance as of 7/17/2013. (2) At midpoint of guidance, reaffirmed as of 7/17/2013.

Covanta Holding Corporation Second Quarter 2013 Earnings Conference Call NYSE: CVA Appendix 17

Q2 2013 Summary Results 18 (1) Includes $3 million of restructuring charges. See slide 10 for additional information. (2) Includes $50 million of non-cash write-offs. See slide 10 for additional information. (Unaudited, in millions, except per share amounts) Q2 Q2 YTD 2013 2012 2013 2012 Operating revenues Waste and service revenues 259$ 262$ 490$ 500$ Recycled metals revenues 17 18 33 38 Electricity and steam sales 103 91 205 182 Other operating revenues 34 39 58 82 Total operating revenues 413 410 786 802 Operating expenses Plant operating expenses 252 243 533 510 Other operating expenses 25 30 41 69 General and administrative expenses (1) 26 25 50 50 Depreciation and amortization expense 52 49 105 99 Net interest expense on project debt 4 7 7 15 Net write-offs (2) 50 - 51 - Total operating expenses 409 354 787 743 Operating income (loss) 4$ 56$ (1)$ 59$ Adjusted EBITDA 120$ 125$ 178$ 199$ % of Revenue 29% 30% 23% 25% Free Cash Flow 18$ 17$ 43$ 94$ Adjusted EPS 0.10$ 0.15$ (0.11)$ 0.06$ Memo: Shares Outstanding End of Period 130 133 130 133

Growth Investment Outlook 19 Growth Investments FY 2012 Actual 2013 YTD FY 2013 Outlook Capital expenditures associated with organic growth initiatives and technology development $ 27 $ 40 Capital expenditures – other 14 --- Total non-maintenance capital expenditures 41 40 Acquisition of land use rights 1 --- Other growth investments 2 --- Capital expenditures associated with property insurance events (13) --- Organic growth investments 31 40 Acquisition of businesses, net of cash acquired 94 --- Total growth investments $ 125 $ 40 $75 - $100 FY 2013 total growth investments expected to be at high end of range (Unaudited, in millions)

(Unaudited, in millions) 12/31/2011 12/31/2012 6/30/2013 Cash and Cash Equivalents 232$ 246$ 205$ Restricted Funds - Debt Service Principal 113 72 74 Corporate Debt (1) 1,504$ 1,953$ 2,037$ Project Debt (1) 672 314 287 Total Debt Outstanding 2,176$ 2,267$ 2,324$ Stockholders' Equity 1,088$ 1,055$ 898$ Net Debt (2) 1,831$ 1,949$ 2,045$ Availability under Revolving Credit Facility 300$ 584$ 497$ Net Debt / Adjusted EBITDA (3) 3.7 x 4.0 x 4.3 x Debt / Capitalization (4) 66.7% 68.2% 72.1% 20 (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

(1) At midpoint of guidance, reaffirmed as of 7/17/2013; based on share price of $20.02 as of 6/28/2013. 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 7/17/2013. (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 2013 2012 Estimated 2013 (1) Net (Loss) Income from Continuing Operations Attributable to Covanta Holding Corporation (38)$ 20$ (63)$ 8$ $4 - $17 Operating loss related to insurance subsidiaries 1 - 1 1 (5) - 0 Depreciation and amortization expense (2) 52 49 105 99 220 - 210 Debt service expense 40 38 79 70 171 - 155 Income tax expense (benefit) (3) 7 11 (10) 3 40 - 65 Net write-offs 50 - 51 - 51 Severance related to UK restructuring 3 - 3 - 3 Defined benefit pension plan settlement gain - - (6) - (6) Loss on extinguishment of debt - - 1 2 1 Net (loss) income attributable to noncontrolling interests in subsidiaries - (1) (1) - 3 - 8 Other adjustments: Debt service billings in excess of revenue recognized (4) 1 - 8 6 Non-cash compensation expense 4 5 9 10 Other non-cash items (5) - 3 1 - Subtotal other adjustments 5 8 18 16 18 - 26 Adjusted EBITDA (6) 120$ 125$ 178$ 199$ $500 - $530 Adjusted EBITDA (6) 120$ 125$ 178$ 199$ $500 - $530 Cash interest payments (52) (38) (61) (48) Cash taxes (3) (5) (7) (7) (8) Working capital/other (28) (40) (13) 1 Cash Flow Provided by Operating Activities 35$ 40$ 97$ 144$ $325 - $360 Cash Flow Provided by Operating Activities 35$ 40$ 97$ 144$ $325 - $360 Plus: Cash flow used in operating activities from insurance subsidiaries 2 1 3 2 5 - 10 Less: Maintenance capital expenditures (19) (24) (57) (52) (80) - (90) Free Cash Flow 18$ 17$ 43$ 94$ $250 -$280 Memo: Shares Outstanding End of Period 130 133 130 133 Q2 Q2 YTD

Non-GAAP Reconciliation: Adjusted EBITDA 23 Note: Adjusted EBITDA results provided to reconcile the denominator of the Net Debt / Adjusted EBITDA ratios on slide 20 Please see slide 22 for the text of footnotes 2 to 5. Full Year LTM (Unaudited, in millions) 2011 2012 6/30/2013 Net Income from Continuing Operations Attributable to Covanta Holding Corporation 79$ 116$ 45$ Operating loss related to Insurance subsidiaries 2 10 10 Depreciation and amortization expense (2) 193 195 201 Debt service expense 122 145 154 Income tax expense (benefit) (3) 52 26 (14) Reversal of uncertain tax positions related to pre-emergence tax matters (24) - - Non-cash liability to pre-petition creditors 15 - - Net write-offs 5 (46) 32 Severance related to UK restructuring - - 3 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 1 Other adjustments: Debt service billings in excess of revenue recognized (4) 22 9 11 Non-cash compensation expense 18 17 16 Other non-cash items (5) 13 4 5 Subtotal other adjustments 53 30 32 Adjusted EBITDA 494$ 492$ 471$

24 (1) Reaffirmed guidance as of 7/17/2013. Non-GAAP Reconciliation: Adjusted EPS (Unaudited, in millions, except per share amounts) Full Year 2013 2012 2013 2012 Estimated 2013 (1) Continuing Operations - Diluted (Loss) Earnings Per Share (0.30)$ 0.15$ (0.49)$ 0.06$ $0.02 - $0.12 Reconciling Items 0.40 - 0.38 - 0.38 Adjusted EPS 0.10$ 0.15$ (0.11)$ 0.06$ $0.40 - $0.50 Reconciling Items Operating loss related to insurance subsidiaries 1$ -$ 1$ 1$ Net write-offs 50 - 51 - Severance related to UK restructuring 3 - 3 - Defined benefit pension plan settlement gain - - (6) - Loss on extinguishment of debt - - 1 2 Effect of foreign exchange gain on indebtedness - - - (3) Other - 1 - 1 Total Reconciling Items, pre-tax 54 1 50 1 Proforma income tax impact (2) (1) - (1) Total Reconciling Items, net of tax 52$ -$ 50$ -$ Diluted Earnings Per Share Impact 0.40$ -$ 0.38$ -$ Weighted Average Diluted Shares Outstanding 129 134 129 134 Q2 Q2 YTD

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


(c)	Exhibits