8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________ 

FORM 8-K

________________________________________________________ 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 11, 2014

________________________________________________________ 

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):

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On February 11, 2014, Covanta Holding Corporation issued a press release reporting the unaudited results for the fourth quarter and full year periods ended December 31, 2013, and announcing a conference call and webcast to be held at 8:30 a.m. (Eastern) on Wednesday, February 12, 2014 to discuss these results. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. This information includes certain non-GAAP financial information as identified in Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On February 11, 2014, Covanta Holding Corporation posted to its website materials that will be used in conjunction with its conference call and webcast regarding its unaudited results for its fourth quarter and full year periods ended December 31, 2013, which will be held on Wednesday, February 12, 2014 at 8:30 a.m. (Eastern). A copy of these materials is furnished as Exhibit 99.2 to this Form 8-K. This information includes certain non-GAAP financial information as identified in Exhibit 99.2.

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

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired – Not Applicable

(b) Pro Forma Financial Information – Not Applicable

(c) Exhibits

Exhibit No.	Exhibit
99.1	Press Release, dated February 11, 2014.
99.2	Earnings Materials, dated February 12, 2014.

SIGNATURES

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

Date: February 11, 2014

COVANTA HOLDING CORPORATION

(Registrant)

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

COVANTA HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release, dated February 11, 2014.
99.2	Earnings Materials, dated February 12, 2014.

EX-99.1

Exhibit 99.1

COVANTA HOLDING CORPORATION REPORTS

2013 FULL YEAR AND FOURTH QUARTER RESULTS AND

PROVIDES 2014 GUIDANCE

MORRISTOWN, NJ, February 11, 2014 - Covanta Holding Corporation (NYSE: CVA) ("Covanta" or the "Company"), a leading global owner and operator of Energy-from-Waste ("EfW") projects, reported financial results today for the three and twelve months ended December 31, 2013.

	Consolidated
(Unaudited, in millions, except EPS)	FY 2013	FY 2013 Guidance (1)
Adjusted EBITDA	$ 490	$480 - $495
Free Cash Flow	$ 237	$220 - $240
Adjusted EPS	$ 0.36	$0.33 - $0.43

	Continuing Operations (2)
(Unaudited, in millions, except EPS)	FY 2012	FY 2013
Revenue	$ 1,643	$ 1,630
Income from Continuing Operations	$ 134	$ 45
Adjusted EBITDA	$ 507	$ 494
Free Cash Flow	$ 277	$ 245
Adjusted EPS	$ 0.58	$ 0.38

Full Year 2013 Highlights:

• Signed 20 year waste transport and disposal agreement with New York City for an estimated $2.8 billion in revenue

• Renewed / extended waste disposal and service contracts totaling approximately 1.5 million annual tons with an average term of 5 years

• Acquired 1,050 ton-per-day EfW facility in Camden, New Jersey

• Invested over $80 million in organic growth

• Returned $121 million of capital to shareholders via dividend and share repurchases

Commenting on Covanta’s 2013 performance and 2014 outlook, Anthony Orlando, Covanta’s President and CEO stated, “In 2013, we took a number of concrete steps to create long-term

_____________________________

⁽¹⁾ As of October 23, 2013.

⁽²⁾ See Discontinued Operations discussion below.

value, most notably signing a 20 year waste contract with New York City, acquiring the Camden, New Jersey EfW facility, extending several municipal client contracts and investing in numerous metal recovery systems.”

Mr. Orlando continued, “As we head into 2014, we are focused on optimizing our Energy-from-Waste business by continuing to provide great customer service, extending contracts, executing our proactive maintenance program, increasing metal recovery and growing our sustainable waste solutions business.”

Full Year 2013 - From Continuing Operations

For the twelve months ended December 31, 2013, total operating revenues declined by $13 million to $1,630 million from $1,643 million in 2012. The primary driver for the decline was lower construction revenue due to the Honolulu facility expansion commencing commercial operation in 2012, which was partially offset by an increase in same store North America EfW revenue and higher revenue due to service fee contract transitions.

Excluding certain items ⁽³⁾, operating expenses of $1,400 million for 2013 decreased by $6 million compared to $1,406 million in 2012. The decline in operating expenses was driven by lower construction expense for the same reason noted above, as well as the benefit of a power purchase agreement buyout and higher renewable energy credits in 2013, both of which are reductions to operating expenses. These factors were partially offset by higher overall operating expenses, including higher costs related to service fee contract transitions and increased plant maintenance. As a result, operating income declined by $7 million to $230 million in 2013 versus $237 million in 2012.

Adjusted EBITDA declined by $13 million to $494 million from $507 million in 2012. The decline was driven by the net impact of service fee contract transitions and reduced North America EfW plant operating margins on a same store basis. These factors were partially offset by improved biomass profit and the acquisition of the Camden EfW facility.

Free Cash Flow for 2013 was $245 million compared to $277 million in the prior year period. The decline was largely driven by lower Adjusted EBITDA and higher cash interest expense.

Adjusted EPS of $0.38 was down $0.20 compared to $0.58 in 2012. The decline was driven by lower operating income, a higher effective tax rate, higher interest expense and lower equity income. These factors were partially offset by the benefit of share repurchases.

Shareholder Returns

In 2013, the Company increased its annual cash dividend to $0.66 per share and returned $121 million to shareholders, consisting of $87 million in cash dividends and $34 million in share repurchases (1.3% of common stock outstanding).

_____________________________

⁽³⁾ Includes pension plan settlement (gain) expense of $(6) million and $11 million, respectively, and net non-cash write-offs (gains) of $15 million and $(57) million, respectively for 2013 and 2012, as well as transition to run-off of our insurance business of $7 million for 2012. For additional information, see Exhibit 4A of this press release.

Fourth Quarter Results - From Continuing Operations

For the three months ended December 31, 2013, total operating revenues declined by $7 million to $422 million from $429 million in 2013.

Excluding certain items ⁽⁴⁾, operating expenses decreased by $11 million to $336 million versus $347 million in 2012. As a result, operating income increased by $4 million to $86 million in 2013 versus $82 million in 2012.

Adjusted EBITDA increased by $6 million to $152 million compared to $146 million in 2012.

Free Cash Flow declined by $27 million to $33 million in 2013 versus $60 million in the prior year period,

Adjusted EPS was $0.18 compared to $0.22 in 2012.

Discontinued Operations

During the fourth quarter of 2013, our development projects in the United Kingdom met the criteria for classification as discontinued operations. Consequently, all corresponding prior year periods have been reclassified to conform to this presentation.

2014 Full Year Guidance

The Company is establishing guidance for 2014 for the following key metrics:

(In millions, except per share amounts)

Metric	2013 Actual	2014 Guidance Range
Adjusted EBITDA	$ 494	$470 - $500
Free Cash Flow	$ 245	$170 - $210
Excluding Construction Working Capital	$ 251	$215 - $245
Adjusted EPS	$ 0.38	$0.35 - $0.50

Conference Call Information

Covanta will host a conference call at 8:30 AM (Eastern) on Wednesday, February 12, 2014 to discuss its fourth quarter results. The conference call will begin with prepared remarks, which will be followed by a question and answer session. To participate, please dial 800-860-2442 approximately 10 minutes prior to the scheduled start of the call. If calling from Canada, please dial 866-605-3852. If calling outside of the United States and Canada, please dial 412-858-4600. Please request the “Covanta Holding Corporation call” when prompted by the conference call operator. The conference call will also be webcast live from the Investor Relations section of the Company’s website. A presentation will be made available during the call and will be found on the Investor Relations section of the Covanta website at www.covanta.com.

_____________________________

⁽⁴⁾ Includes pension plan settlement expense of $11 million in Q412 and net non-cash gains of $1 million and $44 million for Q413 and Q412, respectively. For additional information, see Exhibit 4A of this press release.

A replay will be available one hour after the end of the conference call through 9:00 AM (Eastern) Wednesday, February 19, 2014. 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 10038565. The webcast will also be archived on www.covanta.com.

About Covanta

Covanta is a world leader in providing sustainable waste and energy solutions. The Company’s 45 Energy-from-Waste facilities provide communities and businesses around the world with environmentally sound solid waste disposal by using 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 clean, renewable electricity to power one million homes and recycle over 440,000 tons of metal. Energy-from-Waste facilities reduce greenhouse gases, complement recycling and are a critical component to sustainable solid waste management. For more information, visit www.covanta.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@covanta.com

Media Contact

James Regan

1.862.345.5216

Covanta Holding Corporation	Exhibit 1
Consolidated Statements of Operations

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2013			2012 (a)			2013			2012 (a)
	(Unaudited) (In millions, except per share amounts)
Operating revenues
Waste and service revenues	$	266		$	263		$	1,008		$	1,010
Recycled metals revenues	21			17			73			72
Energy revenues	109			97			431			394
Other operating revenues	26			52			118			167
Total operating revenues	422			429			1,630			1,643
Operating expenses
Plant operating expenses	233			227			993			962
Other operating expenses	27			56			94			156
General and administrative expenses	20			20			84			84
Depreciation and amortization expense	53			50			210			195
Net interest expense on project debt	3			5			13			27
Net (gains) write-offs (b)	(1		)	(44		)	15			(57		)
Total operating expenses	335			314			1,409			1,367
Operating income	87			115			221			276
Other income (expense)
Investment income	—			1			—			1
Interest expense	(30		)	(27		)	(118		)	(94		)
Non-cash convertible debt related expense	(7		)	(6		)	(28		)	(25		)
Loss on extinguishment of debt	—			(1		)	(1		)	(3		)
Other income, net	4			—			4			3
Total other expenses	(33		)	(33		)	(143		)	(118		)
Income from continuing operations before income tax (expense) benefit and equity in net income from unconsolidated investments	54			82			78			158
Income tax (expense) benefit	(29		)	4			(40		)	(32		)
Equity in net income from unconsolidated investments	2			—			6			10
Income from continuing operations	27			86			44			136
Income (loss) from discontinued operations, net of income tax benefit of $0, $0, $1 and $5, respectively (a)	1			(3		)	(52		)	(20		)
Net Income (Loss)	28			83			(8		)	116
Noncontrolling interests:
Less: Net (income) loss from continuing operations attributable to noncontrolling interests in subsidiaries	—			(1		)	1			(2		)
Net Income (Loss) Attributable to Covanta Holding Corporation	$	28		$	82		$	(7	)	$	114
Covanta Holding Corporation
Consolidated Statements of Operations (continued)
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2013			2012 (a)			2013			2012 (a)
	(Unaudited) (In millions, except per share amounts)
Amounts Attributable to Covanta Holding Corporation stockholders:
Continuing operations	$	27		$	85		$	45		$	134
Discontinued operations (a)	1			(3		)	(52		)	(20		)
Net Income (Loss) Attributable to Covanta Holding Corporation	$	28		$	82		$	(7	)	$	114
Earnings (Loss) Per Share Attributable to Covanta Holding Corporation stockholders:
Basic
Continuing operations	$	0.21		$	0.65		$	0.35		$	1.02
Discontinued operations (a)	0.01			(0.02		)	(0.40		)	(0.15		)
Covanta Holding Corporation	$	0.22		$	0.63		$	(0.05	)	$	0.87
Weighted Average Shares	129			130			129			132
Diluted
Continuing operations	$	0.21		$	0.64		$	0.35		$	1.01
Discontinued operations (a)	0.01			(0.02		)	(0.40		)	(0.15		)
Covanta Holding Corporation	$	0.22		$	0.62		$	(0.05	)	$	0.86
Weighted Average Shares	130			132			130			133
Cash Dividend Declared Per Share:	$	0.165		$	0.15		$	0.66		$	0.60
Supplemental Information - Non-GAAP
Adjusted EPS (c)	$	0.19		$	0.20		$	0.36		$	0.53
(a) During the fourth quarter of 2013, our development projects in the United Kingdom met the criteria to be classified as discontinued operations. Consequently, all corresponding prior year periods presented in our consolidated financial statements have been reclassified to reflect these assets as discontinued operations.
(b) For additional information, see Exhibit 4B of this Press Release.
(c) For additional information, see Exhibit 4 of this Press Release.

Covanta Holding Corporation	Exhibit 2
Consolidated Balance Sheets

	As of December 31,
	2013			2012 (a)
	(Unaudited)
	(In millions, except per share amounts)
ASSETS
Current:
Cash and cash equivalents	$	198		$	243
Restricted funds held in trust	41			53
Receivables (less allowances of $4 and $6, respectively)	265			256
Unbilled service receivables	16			18
Deferred income taxes	25			18
Note Hedge	78			—
Prepaid expenses and other current assets	110			97
Assets held for sale (a)	7			55
Total Current Assets	740			740
Property, plant and equipment, net	2,636			2,559
Investments in fixed maturities at market (cost: $32 and $36, respectively)	32			36
Restricted funds held in trust	126			161
Unbilled service receivables	13			17
Waste, service and energy contract intangibles, net	364			399
Other intangible assets, net	20			23
Goodwill	249			249
Investments in investees and joint ventures	47			49
Other assets	151			293
Total Assets	$	4,378		$	4,526
LIABILITIES AND EQUITY
Current:
Current portion of long-term debt	$	528		$	3
Current portion of project debt	55			80
Accounts payable	24			40
Accrued expenses and other current liabilities	250			235
Liabilities held for sale (a)	2			2
Total Current Liabilities	859			360
Long-term debt	1,557			2,012
Project debt	181			237
Deferred income taxes	722			691
Waste, service and other contract intangibles, net	30			35
Other liabilities	118			136
Total Liabilities	3,467			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 136 and 159 shares, respectively; outstanding 130 and 132 shares, respectively)	14			16
Additional paid-in capital	790			806
Accumulated other comprehensive (loss) income	(2		)	7
Accumulated earnings	106			222
Treasury stock, at par	(1		)	(3		)
Total Covanta Holding Corporation stockholders equity	907			1,048
Noncontrolling interests in subsidiaries	4			7
Total Equity	911			1,055
Total Liabilities and Equity	$	4,378		$	4,526
(a) See Exhibit 1 - Note (a) of this Press Release.

Covanta Holding Corporation	Exhibit 3
Consolidated Statements of Cash Flow

	Twelve Months Ended December 31,
	2013			2012(a)
	(Unaudited, in millions)
OPERATING ACTIVITIES:
Net (loss) income	$	(8	)	$	116
Less: Loss from discontinued operations, net of tax expense (a)	(52		)	(20		)
Income from continuing operations	44			136
Adjustments to reconcile net income from continuing operations to net cash provided by operating activities from continuing operations:
Depreciation and amortization expense	210			195
Net write-offs (gains) (b)	15			(57		)
Pension plan settlement (gain) loss	(6		)	11
Loss on extinguishment of debt	1			3
Non-cash convertible debt related expense	28			25
Stock-based compensation expense	15			16
Deferred income taxes	28			20
Other, net	2			(5		)
Change in restricted funds held in trust	20			34
Change in working capital, net of effects of acquisitions	(33		)	(21		)
Net cash provided by operating activities from continuing operations	324			357
Net cash used in operating activities of discontinued operations (a)	(8		)	(15		)
Net cash provided by operating activities	316			342
INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(188		)	(126		)
Acquisition of business, net of cash acquired	(57		)	(94		)
Acquisition of noncontrolling interest in subsidiary	(14		)	—
Acquisition of land use rights	—			(1		)
Payment received for loan issued for the Harrisburg EfW facility	9			—
Property insurance proceeds	4			8
Other, net	(12		)	(9		)
Net cash used in investing activities from continuing operations	(258		)	(222		)
Net cash provided by investing activities of discontinued operations (a)	—			9
Net cash used in investing activities	(258		)	(213		)
FINANCING ACTIVITIES:
Proceeds from borrowings on long-term debt	22			1,034
Payment of deferred financing costs	(1		)	(33		)
Principal payments on long-term debt	(3		)	(622		)
Principal payments on project debt	(83		)	(424		)
Convertible debenture repurchases	—			(25		)
Payments of borrowings on revolving credit facility	(595		)	(191		)
Proceeds from borrowings on revolving credit facility	645			251
Change in restricted funds held in trust	27			65
Cash dividends paid to stockholders	(65		)	(90		)
Common stock repurchased	(34		)	(88		)
Financing of insurance premiums, net	—			(10		)
Distributions to partners of noncontrolling interests in subsidiaries	—			(1		)
Other, net	(24		)	2
Net cash used in financing activities from continuing operations	(111		)	(132		)
Net cash provided by financing activities of discontinued operations (a)	8			15
Net cash used in financing activities	(103		)	(117		)
Effect of exchange rate changes on cash and cash equivalents	(1		)	—
Net (decrease) increase in cash and cash equivalents	(46		)	12
Cash and cash equivalents at beginning of period	246			234
Cash and cash equivalents at end of period	200			246
Less: Cash and cash equivalents of discontinued operations at end of period	2			3
Cash and cash equivalents of continuing operations at end of period	$	198		$	243
(a) See Exhibit 1 - Note (a) of this Press Release.
(b) For additional information, see Exhibit 4B of this Press Release.

Covanta Holding Corporation													Exhibit 4
Reconciliation of Diluted Earnings Per Share to Adjusted EPS
	Three Months Ended December 31,						Twelve Months Ended December 31,						Full Year Estimated 2014
	2013			2012(a)			2013			2012(a)
	(Unaudited)
Continuing Operations - Diluted EPS	$	0.21		$	0.64		$	0.35		$	1.01		$0.35 - $0.50
Continuing Operations - Reconciling Items (b)	(0.03		)	(0.42		)	0.03			(0.43		)	—
Continuing Operations - Adjusted EPS	$	0.18		$	0.22		$	0.38		$	0.58		$0.35 - $0.50
Discontinued Operations - Diluted EPS (c)	$	0.01		$	(0.02	)	$	(0.40	)	$	(0.15	)
Discontinued Operations - Reconciling Items (b)	—			—			0.38			0.10
Discontinued Operations - Adjusted EPS	0.01			(0.02		)	(0.02		)	(0.05		)
Consolidated - Adjusted EPS	$	0.19		$	0.20		$	0.36		$	0.53
(a) See Exhibit 1 - Note (a) of this Press Release.
(b) For details related to the Reconciling Items, see Exhibit 4A of this Press Release.
(c) Discontinued Operations - Diluted EPS for the twelve months ended December 31, 2012 includes $0.01 per share related to independent power production facilities in Asia.
Covanta Holding Corporation													Exhibit 4A
Reconciling Items
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2013			2012(a)			2013			2012(a)
	(Unaudited) (In millions, except per share amounts)
Continuing Operations - Reconciling Items
Operating loss related to insurance subsidiaries(b)	$	1		$	1		$	2		$	10
Net (gains) write-offs (c)	(1		)	(44		)	15			(57		)
Severance and other restructuring	2			—			2			—
Pension plan settlement expense (gain) (d)	—			11			(6		)	11
Gain related to trust distribution (e)	(4		)	—			(4		)	—
Loss on extinguishment of debt	—			1			1			3
Loss on derivative instruments not designated as hedging instruments	(1		)	—			(1		)	(1		)
Effect of foreign exchange gain on indebtedness	—			—			—			(3		)
Other	(1		)	(1		)	—			—
Total Reconciling Items, pre-tax	(4		)	(32		)	9			(37		)
Proforma income tax impact	—			(24		)	(5		)	(22		)
Grantor trust activity	—			1			—			1
Total Continuing Operations Reconciling Items, net of tax	$	(4	)	$	(55	)	$	4		$	(58	)
Continuing Operations - Diluted EPS Impact from Reconciling Items	$	(0.03	)	$	(0.42	)	$	0.03		$	(0.43	)

Discontinued Operations - Reconciling Items(a)
Net write-offs (c)	$	—		$	—		$	47		$	13
Severance and other restructuring	—			—			3			—
Effect of foreign exchange gain on indebtedness	(1		)	—			(1		)	(1		)
Transaction-related costs	1			—			1			1
Total Discontinued Operations - Reconciling Items	$	—		$	—		$	50		$	13
Discontinued Operations - Diluted EPS Impact from Reconciling Items	$	—		$	—		$	0.38		$	0.10
(a) See Exhibit 1 - Note (a) of this Press Release.
(b) During the year ended December 31, 2012, we transitioned our remaining insurance business to run-off and recorded additional losses and reserve increases of $7 million primarily relating to adverse loss development.
(c) For details on the components of Net (gains) write-offs, see Exhibit 4B of this Press Release.
(d) During the year ended December 31, 2013 and 2012, we recorded a defined benefit pension plan settlement (gain) expense of $(6) million and $11 million, respectively.
(e) In 2013, we recorded a $4 million gain related to a distribution received from an insurance subsidiary grantor trust.
Covanta Holding Corporation													Exhibit 4B
Net (Gains) Write-Offs
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2013			2012(a)			2013			2012(a)
	(Unaudited, in millions)
Net (Gains) Write-Offs - Continuing Operations
Write-down of Wallingford EfW facility assets(b)	$	—		$	—		$	9		$	—
Write-down of equity investment in biomass facility (c)	(1		)	—			2			—
Write-off of loan issued for the Harrisburg EfW facility to fund certain facility improvements (d)	—			—			4			—
Write-off of intangible liability (e)	—			—			—			(29		)
Write-down of renewable fuels project (f)	—			—			—			16
Net gain related to lease termination (g)	—			(44		)	—			(44		)
Total net (gains) write-offs - Continuing Operations	$	(1	)	$	(44	)	$	15		$	(57	)
Net Write-Offs - Discontinued Operations
Development costs - UK (h)	$	—		$	—		$	47		$	11
Independent power production assets - Asia (i)	—			—			—			2
Total net write-offs - Discontinued Operations	$	—		$	—		$	47		$	13
(a) See Exhibit 1 - Note (a) of this Press Release.
(b) During the twelve months ended December 31, 2013, we recorded a non-cash write-down of $9 million resulting from an impairment charge related to our Wallingford EfW facility assets in Connecticut.
(c) During the twelve months ended December 31, 2013, we recorded a non-cash write-down of $2 million related to our 55% equity investment in the Pacific Ultrapower Chinese Station biomass facility in California.

(d) During the twelve months ended December 31, 2013, we recorded a non-cash write-off of $4 million associated with funds advanced related to the Harrisburg EfW facility.

(e) During the twelve months ended December 31, 2012, we recorded a non-cash write-off of an intangible liability in connection with a contract amendment for our Essex EfW facility, which resulted in a gain of $29 million.

(f) During the twelve months ended December 31, 2012, we recorded a non-cash write-off of $16 million representing the capitalized costs of a suspended renewable fuels project.

(g) During the twelve months ended December 31, 2012, we recorded a net gain of $44 million related to the termination of the pre-existing lease in connection with the acquisition of the Delaware Valley energy-from-waste facility.

(h) During the twelve months ended December 31, 2013 and 2012, we recorded non-cash write-offs of $47 million and $11 million, respectively, of capitalized development costs and land related to United Kingdom development projects which we ceased to pursue in their current form and are classified as discontinued operations.

(i) During the twelve months ended December 31, 2012, we recorded a non-cash write-off of $2 million related to certain independent power production facilities located in Asia.

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

	Three Months Ended December 31,				Twelve Months Ended December 31,
	2013		2012(a)		2013		2012(a)
	(Unaudited)
Effective Tax Rate from Continuing Operations	55	%	(5	)%	51	%	20	%
(a) See Exhibit 1 - Note (a) of this Press Release.

Covanta Holding Corporation													Exhibit 5
Reconciliation of Net Income to Adjusted EBITDA
	Three Months Ended December 31,						Twelve Months Ended December 31,						Full  Year Estimated 2014
	2013			2012(a)			2013			2012(a)
Continuing Operations - Adjusted EBITDA	(Unaudited, in millions)
Net Income from Continuing Operations Attributable to Covanta Holding Corporation	$	27		$	85		$	45		$	134		$45 - $65
Operating loss related to insurance subsidiaries	1			1			2			10			(2) - 0
Depreciation and amortization expense	53			50			210			195			217 - 207
Debt service:
Net interest expense on project debt	3			5			13			27
Interest expense	30			27			118			94
Non-cash convertible debt related expense	7			6			28			25
Investment income	—			(1		)	—			(1		)
Subtotal debt service	40			37			159			145			162 - 146
Income tax expense (benefit)	29			(4		)	40			32			30 - 55
Gain related to trust distribution (b)	(4		)	—			(4		)	—
Net (gains) write-offs (c)	(1		)	(44		)	15			(57		)
Pension plan settlement expense (gain) (b)	—			11			(6		)	11
Loss on extinguishment of debt	—			1			1			3
Net income (loss) attributable to noncontrolling interests in subsidiaries	—			1			(1		)	2			0 - 4
Other adjustments:
Debt service billings in excess of revenue recognized	—			3			9			9
Non-cash compensation expense	3			3			15			16
Other non-cash items (d)	4			2			9			7
Subtotal other adjustments	7			8			33			32			18 - 23
Total adjustments - Continuing Operations	125			61			449			373
Continuing Operations - Adjusted EBITDA	$	152		$	146		$	494		$	507		$470 - $500
Discontinued Operations - Adjusted EBITDA(a)
Income (loss) from discontinued operations	$	1		$	(3	)	$	(52	)	$	(20	)
Income tax benefit	—			—			(1		)	(5		)
Net write-offs (c)	—			—			47			13
Severance and other restructuring	—			1			3			1
Other non-cash items	1			—			(1		)	—
Discontinued Operations - Adjusted EBITDA	$	2		$	(2	)	$	(4	)	$	(11	)
Consolidated - Adjusted EBITDA	$	154		$	144		$	490		$	496
(a) See Exhibit 1 - Note (a) of this Press Release.
(b) See Exhibit 4A of this Press Release.
(c) For details on the components of Net (gains) write-offs, see Exhibit 4B of this Press Release.
(d) 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
Consolidated Reconciliation of Cash Flow Provided by Operating Activities to Adjusted EBITDA

	Three Months Ended December 31,						Twelve Months Ended December 31,						Full Year Estimated 2014
	2013			2012(a)			2013			2012(a)
	(Unaudited, in millions)
Cash flow provided by operating activities from continuing operations	$	49		$	77		$	324		$	357		$265 - $310
Cash flow used in operating activities from insurance subsidiaries	4			1			8			5			0 - 5
Debt service	40			37			159			145			162 - 146
Change in working capital	69			75			33			21
Change in restricted funds held in trust	(3		)	(44		)	(20		)	(34		)
Non-cash convertible debt related expense	(7		)	(6		)	(28		)	(25		)
Equity in net income from unconsolidated investments	2			—			6			10
Dividends from unconsolidated investments	—			(1		)	(7		)	(8		)
Current tax provision	8			4			12			12
Other	(10		)	3			7			24
Sub-total	59			31			3			—			43 - 39
Adjusted EBITDA - Continuing Operations	$	152		$	146		$	494		$	507		$470 - $500
Cash flow provided by operating activities from discontinued operations	$	—		$	(3	)	$	(8	)	$	(15	)
Change in working capital	(2		)	(1		)	(2		)	(2		)
Current tax provision	—			—			3			9
Other	4			2			3			(3		)
Sub-total	2			1			4			4
Adjusted EBITDA - Discontinued Operations	$	2		$	(2	)	$	(4	)	$	(11	)
Adjusted EBITDA - Consolidated	$	154		$	144		$	490		$	496
(a) See Exhibit 1 - Note (a) of this Press Release.

Covanta Holding Corporation	Exhibit 7
Reconciliation of Cash Flow Provided by Operating Activities to Free Cash Flow

	Three Months Ended December 31,						Twelve Months Ended December 31,						Full  Year Estimated 2014
	2013			2012(a)			2013			2012(a)
	(Unaudited, in millions)
Free Cash Flow - Consolidated
Cash flow provided by operating activities	$	49		$	74		$	316		$	342
Plus: Cash flow used in operating activities from insurance subsidiaries	4			1			8			5
Less: Maintenance capital expenditures (b)	(20		)	(18		)	(87		)	(85		)
Free Cash Flow	$	33		$	57		$	237		$	262
Construction working capital	(24		)	(27		)	(6		)	(7		)
Free Cash Flow Excluding Construction Working Capital	$	57		$	84		$	243		$	269
Free Cash Flow - Continuing Operations
Cash flow provided by operating activities of continuing operations	$	49		$	77		$	324		$	357		$265 - $310
Plus: Cash flow used in operating activities from insurance subsidiaries	4			1			8			5			0 - 5
Less: Maintenance capital expenditures (b)	(20		)	(18		)	(87		)	(85		)	(95) - (105)
Continuing Operations Free Cash Flow	$	33		$	60		$	245		$	277		$170 - $210
Construction working capital	(24		)	(27		)	(6		)	(7		)	(45) - (35)
Free Cash Flow Excluding Construction Working Capital - Continuing Operations	$	57		$	87		$	251		$	284		$215 - $245
Weighted Average Diluted Shares Outstanding	130			132			130			133
Uses of Continuing Operations Free Cash Flow
Investments:
Acquisition of business, net of cash acquired	$	(8	)	$	(94	)	$	(57	)	$	(94	)
Acquisition of noncontrolling interest in subsidiary	—			—			(14		)	—
Property insurance proceeds	—			1			4			8
Non-maintenance capital expenditures (c)	(28		)	(14		)	(101		)	(41		)
Acquisition of land use rights (c)	—			—			—			(1		)
Other growth investments (c)	(1		)	(2		)	(4		)	(2		)
Other investing activities, net (d)	9			1			1			(7		)
Total investments	$	(28	)	$	(108	)	$	(171	)	$	(137	)
Return of capital to stockholders:
Cash dividends paid to stockholders	$	(20	)	$	(39	)	$	(65	)	$	(90	)
Common stock repurchased	—			(5		)	(34		)	(88		)
Total return of capital to stockholders	$	(20	)	$	(44	)	$	(99	)	$	(178	)
Capital raising activities:
Net proceeds from issuance of corporate debt (e)	$	—		$	328		$	21		$	1,001
Other financing activities, net	(7		)	12			(24		)	2
Net proceeds from capital raising activities	$	(7	)	$	340		$	(3	)	$	1,003
Debt repayments:
Net cash used for scheduled principal payments on corporate debt	$	(1	)	$	(1	)	$	(3	)	$	(26	)
Net cash used for scheduled principal payments on project debt (f)	(6		)	(64		)	(56		)	(121		)
Optional repayment of corporate debt (g)	—			—			—			(621		)
Net cash used for optional repayment of project debt (h)	—			(238		)	—			(238		)
Total debt repayments	$	(7	)	$	(303	)	$	(59	)	$	(1,006	)
Borrowing activities - Revolving credit facility, net	$	(16	)	$	40		$	50		$	60
Short-term borrowing activities - Financing of insurance premiums, net	$	—		$	—		$	—		$	(10	)
Distributions to partners of noncontrolling interests in subsidiaries	$	—		$	—		$	—		$	(1	)
Effect of exchange rate changes on cash and cash equivalents	$	(2	)	$	(1	)	$	(1	)	$	—
Net change in cash and cash equivalents	$	(47	)	$	(16	)	$	(38	)	$	8
(a) See Exhibit 1 - Note (a) of this Press Release.
(b)  Purchases of property, plant and equipment are also referred to as capital expenditures. Capital expenditures that primarily maintain existing facilities are classified as maintenance capital expenditures. The following table provides the components of total purchases of property, plant and equipment:
	Three Months Ended December 31,						Twelve Months Ended December 31,
	2013			2012			2013			2012
Maintenance capital expenditures	$	(20	)	$	(18	)	$	(87	)	$	(85	)
Capital expenditures associated with organic growth initiatives and technology development (c)	(28		)	(9		)	(101		)	(27		)
Capital expenditures - other (c)	—			(5		)	—			(14		)
Total purchases of property, plant and equipment	$	(48	)	$	(32	)	$	(188	)	$	(126	)
(c)  Growth investments includes investments in growth opportunities, including organic growth initiatives, technology, business development, and other similar expenditures. Capital expenditures - other includes capital expenditures associated with property insurance events. Other growth investments include investments primarily in our TARTECH joint venture.
Capital expenditures associated with organic growth initiatives and technology development	$	(28	)	$	(9	)	$	(101	)	$	(27	)
Capital expenditures - other	—			(5		)	—			(14		)
Total non-maintenance capital expenditures	(28		)	(14		)	(101		)	(41		)
Acquisition of land use rights	—			—			—			(1		)
Other growth investments	(1		)	(2		)	(4		)	(2		)
Less: Capital expenditures associated with property insurance events	—			4			—			13
Organic growth investments	(29		)	(12		)	(105		)	(31		)
Acquisition of business, net of cash acquired	(8		)	(94		)	(57		)	(94		)
Total growth investments	$	(37	)	$	(106	)	$	(162	)	$	(125	)
(d)  Other investing activities is primarily comprised of net payments from the purchase/sale of investment securities.
(e)  Excludes borrowings under Revolving Credit Facility. Calculated as follows:
Proceeds from borrowings on long-term debt	$	—		$	335		$	22		$	1,034
Less: Financing costs related to issuance of long-term debt	—			(7		)	(1		)	(33		)
Net proceeds from issuance of corporate debt	$	—		$	328		$	21		$	1,001
(f) Calculated as follows:
Total scheduled principal payments on project debt	$	(30	)	$	(100	)	$	(83	)	$	(146	)
Decrease (increase) in related restricted funds held in trust	24			36			27			25
Net cash used for principal payments on project debt	$	(6	)	$	(64	)	$	(56	)	$	(121	)
(g) Calculated as follows:
Repayment of Term Loan due 2014	$	—		$	—		$	—		$	(619	)
Redemption of Convertible Debentures	—			—			—			(2		)
Total optional repayment of corporate debt	$	—		$	—		$	—		$	(621	)
(h) Calculated as follows:
Total optional principal payments on project debt	$	—		$	(278	)	$	—		$	(278	)
Decrease in related restricted funds held in trust	—			40			—			40
Net cash used for optional repayment of project debt	$	—		$	(238	)	$	—		$	(238	)

Covanta Holding Corporation																									Exhibit 8
Calculation of Continuing Operations Key Metrics For 2013 and 2012(a)
(Unaudited) (In millions, except per share amounts)
Adjusted EPS	Three Months Ended												Year Ended			Three Months Ended												Year Ended
	Mar. 31, 2013			June 30, 2013			Sept. 30, 2013			Dec. 31, 2013			Dec. 31, 2013			Mar. 31, 2012			June 30, 2012			Sept. 30, 2012			Dec. 31, 2012			Dec. 31, 2012
Continuing Operations - Diluted (Loss) Earnings Per Share	$	(0.17	)	$	0.09		$	0.22		$	0.21		$	0.35		$	(0.08	)	$	0.18		$	0.27		$	0.64		$	1.01
Reconciling Items	(0.02		)	0.03			0.06			(0.03		)	0.03			—			—			(0.02		)	(0.42		)	(0.43		)
Adjusted EPS	$	(0.19	)	$	0.12		$	0.28		$	0.18		$	0.38		$	(0.08	)	$	0.18		$	0.25		$	0.22		$	0.58
	Three Months Ended												Year Ended			Three Months Ended												Year Ended
Reconciling Items	Mar. 31, 2013			June 30, 2013			Sept. 30, 2013			Dec. 31, 2013			Dec. 31, 2013			Mar. 31, 2012			June 30, 2012			Sept. 30, 2012			Dec. 31, 2012			Dec. 31, 2012
Operating loss related to insurance subsidiaries	$	—		$	1		$	—		$	1		$	2		$	1		$	—		$	8		$	1		$	10
Net write-offs (gains)(b)	—			4			12			(1		)	15			—			—			(13		)	(44		)	(57		)
Severance and other restructuring	—			—			—			2			2			—			—			—			—			—
Pension plan settlement (gain) expense	(6		)	—			—			—			(6		)	—			—			—			11			11
Loss on extinguishment of debt	1			—			—			—			1			2			—			—			1			3
Loss on derivative instruments not designated as hedging instruments	—			—			—			(1		)	(1		)	—			—			(1		)	—			(1		)
Effect of foreign exchange gain on indebtedness	—			—			—			—			—			(3		)	—			—			—			(3		)
Gain related to trust distribution	—			—			—			(4		)	(4		)	—			—			—			—			—
Other	—			—			1			(1		)	—			—			1			—			(1		)	—
Total Reconciling Items, pre-tax	(5		)	5			13			(4		)	9			—			1			(6		)	(32		)	(37		)
Pro forma income tax impact	2			(2		)	(5		)	—			(5		)	—			(1		)	3			(24		)	(22		)
Grantor trust activity	—			—			—			—			—			—			—			—			1			1
Total Reconciling Items, net of tax	$	(3	)	$	3		$	8		$	(4	)	$	4		$	—		$	—		$	(3	)	$	(55	)	$	(58	)
Diluted (Loss) Earnings Per Share Impact	$	(0.02	)	$	0.03		$	0.06		$	(0.03	)	$	0.03		$	—		$	—		$	(0.02	)	$	(0.42	)	$	(0.43	)
Weighted Average Diluted Shares Outstanding	130			129			130			130			130			134			134			132			132			133

Adjusted EBITDA	Three Months Ended												Year Ended			Three Months Ended												Year Ended
	Mar. 31, 2013			June 30, 2013			Sept. 30, 2013			Dec. 31, 2013			Dec. 31, 2013			Mar. 31, 2012			June 30, 2012			Sept. 30, 2012			Dec. 31, 2012			Dec. 31, 2012
Net (Loss) income from Continuing Operations Attributable to Covanta Holding Corporation	$	(23	)	$	13		$	28		$	27		$	45		$	(11	)	$	23		$	37		$	85		$	134
Operating loss related to insurance subsidiaries	—			1			—			1			2			1			—			8			1			10
Depreciation and amortization expense	53			52			52			53			210			50			49			46			50			195
Debt service	39			40			40			40			159			32			38			38			37			145
Income tax (benefit) expense	(16		)	7			20			29			40			(5		)	11			30			(4		)	32
Gain related to trust distribution	—			—			—			(4		)	(4		)	—			—			—			—			—
Net write-offs (gains)(b)	—			4			12			(1		)	15			—			—			(13		)	(44		)	(57		)
Pension plan settlement (gain) expense	(6		)	—			—			—			(6		)	—			—			—			11			11
Loss on extinguishment of debt	1			—			—			—			1			2			—			—			1			3
Net (loss) income attributable to noncontrolling interests in subsidiaries	(1		)	—			—			—			(1		)	1			(1		)	1			1			2
Debt service billings in excess of revenue recognized	7			1			1			—			9			6			—			—			3			9
Non-cash compensation expense	5			4			3			3			15			5			5			3			3			16
Other non-cash items	2			2			1			4			9			(3		)	5			3			2			7
Adjusted EBITDA	$	61		$	124		$	157		$	152		$	494		$	78		$	130		$	153		$	146		$	507
Free Cash Flow	Three Months Ended												Year Ended			Three Months Ended												Year Ended
	Mar. 31, 2013			June 30, 2013			Sept. 30, 2013			Dec. 31, 2013			Dec. 31, 2013			Mar. 31, 2012			June 30, 2012			Sept. 30, 2012			Dec. 31, 2012			Dec. 31, 2012
Cash flow provided by operating activities	$	64		$	40		$	171		$	49		$	324		$	108		$	45		$	127		$	77		$	357
Plus: Cash flow used in operating activities from insurance subsidiaries	1			2			1			4			8			1			1			2			1			5
Less: Maintenance capital expenditures	(38		)	(19		)	(10		)	(20		)	(87		)	(28		)	(24		)	(15		)	(18		)	(85		)
Free Cash Flow	$	27		$	23		$	162		$	33		$	245		$	81		$	22		$	114		$	60		$	277
Weighted Average Diluted Shares Outstanding	130			129			130			130			130			134			134			132			132			133
(a) See Exhibit 1 - Note (a) of this Press Release.
(b) For additional details on Net write-offs (gains), see Exhibit 4B of this Press Release and Item 1. Financial Statements - Note 8. Supplementary Information - Net Write-offs (gains) in our Forms 10-Q filed for the respective periods.

Covanta Holding Corporation	Exhibit 9A
Supplemental Information on Operations (a)
(Unaudited, $ in millions)

	Twelve Months Ended December 31, 2013
	North America
	EfW			Other			Total		Other			Consolidated
Revenue:
Waste and Service:
Waste and Service	$	926		$	31		$	957	$	1		$	958
Debt Service	35			—			35		—			35
Other Revenues	10			4			14		1			15
Total Waste and Service	971			35			1,006		2			1,008
Recycled Metals:
Ferrous	56			—			56		—			56
Non-Ferrous	17			—			17		—			17
Total Recycled Metals	73			—			73		—			73
Energy:
Energy Sales	298			48			346		30			376
Capacity	40			15			55		—			55
Total Energy Revenue	338			63			401		30			431
Other Revenue	1			114			115		3			118
Total Revenue	$	1,383		$	212		$	1,595	$	35		$	1,630
Operating Expenses:
Plant Operating Expenses:
Plant Maintenance	220			12			232		3			235
Other Plant Operating Expenses	633			95			728		30			758
Total Plant Operating Expenses	853			107			960		33			993
Other Operating Expenses	(20		)	112			92		2			94
General and Administrative	—			79			79		5			84
Depreciation and Amortization	190			18			208		2			210
Net Interest Expense on Project Debt	11			—			11		2			13
Net Write-offs	12			3			15		—			15
Total Operating Expenses	$	1,046		$	319		$	1,365	$	44		$	1,409
Operating Income (Loss)	$	337		$	(107	)	$	230	$	(9	)	$	221
Operating income (loss) excluding Net write-offs (gains):	$	349		$	(104	)	$	245	$	(9	)	$	236
(a) Supplemental information provided in order to present the financial performance of our North America EfW operations.  “Other” within our North America segment includes all non-EfW operations, including transfer stations, landfills, e-waste, biomass facilities, construction and corporate overhead.  The results for EfW operations include the results of certain transfer stations and landfills which are dedicated to EfW facilities and share business unit financial reporting.  This information is provided as supplemental detail only and is not intended to replace our North America reporting segment.
Note: Certain amounts may not total due to rounding

Covanta Holding Corporation	Exhibit 9B
Supplemental Information on Operations (a)
(Unaudited, $ in millions)

	Twelve Months Ended December 31, 2012
	North America
	EfW			Other			Total			Other			Consolidated
Revenue:
Waste and Service:
Waste and Service	$	914		$	28		$	942		$	1		$	943
Debt Service	47			—			47			—			47
Other Revenues	17			2			19			1			20
Total Waste and Service	978			30			1,008			2			1,010
Recycled Metals:
Ferrous	58			—			58			—			58
Non-Ferrous	14			—			14			—			14
Total Recycled Metals	72			—			72			—			72
Energy:
Energy Sales	271			42			313			27			340
Capacity	36			18			54			—			54
Total Energy Revenue	307			60			367			27			394
Other Revenue	—			156			156			11			167
Total Revenue	$	1,357		$	246		$	1,603		$	40		$	1,643
Operating Expenses:
Plant Operating Expenses:
Plant Maintenance	213			13			226			3			229
Other Plant Operating Expenses	609			96			705			28			733
Total Plant Operating Expenses	822			109			931			31			962
Other Operating Expenses	2			138			140			16			156
General and Administrative	—			77			77			7			84
Depreciation and Amortization	176			16			192			3			195
Net Interest Expense on Project Debt	26			—			26			1			27
Net Write-offs	(73		)	16			(57		)	—			(57		)
Total Operating Expenses	$	953		$	356		$	1,309		$	58		$	1,367
Operating Income (Loss)	$	404		$	(110	)	$	294		$	(18	)	$	276
Operating income (loss) excluding Net write-offs (gains):	$	331		$	(94	)	$	237		$	(18	)	$	219
(a) Supplemental information provided in order to present the financial performance of our North America EfW operations.  “Other” within our North America segment includes all non-EfW operations, including transfer stations, landfills, e-waste, biomass facilities, construction and corporate overhead.  The results for EfW operations include the results of certain transfer stations and landfills which are dedicated to EfW facilities and share business unit financial reporting.  This information is provided as supplemental detail only and is not intended to replace our North America reporting segment.
Note: Certain amounts may not total due to rounding

North America EfW	Exhibit 10
Revenue and Operating Income Changes - FY2012 to FY2013
(Unaudited, $ in millions)

			Same Store														Contract Transitions
	FY2012		Price			%		Volume		%		Total			%		Service Fee			PPA		Transactions			Total Changes			FY2013
Waste and Service:
Waste and Service	$	914	$	5		0.5	%	$	6	0.7	%	$	11		1.2	%	$	1		$	—	$	—		$	12		$	926
Debt Service	47											—					(12		)	—		—			(12		)	35
Other Revenues	17											—					(4		)	—		(3		)	(8		)	10
Total Waste and Service	$	978										$	11		1.1	%	$	(15	)	$	—	$	(3	)	$	(8	)	$	971
Recycled Metals:
Ferrous	58		(3		)	-4.6	%	—		-0.5	%	(3		)	-5.1	%	—			—		—			(3		)	56
Non-Ferrous	14		(1		)	-5.9	%	4		33.3	%	4			27.3	%	—			—		—			4			17
Total Recycled Metals	72		(4		)	-4.9	%	4		5.9	%	1			1.0	%	—			—		—			1			73
Energy:
Energy Sales	271		(2		)	-0.8	%	8		2.6	%	5			2.0	%	20			—		2			27			298
Capacity	36											—			0.4	%	4			—		—			4			40
Total Energy Revenue	307											5			1.8	%	23			—		2			31			338
Other Revenue	—											—			-3.7	%	—			—		—			—			1
Total Revenue	$	1,357										$	17		1.2	%	$	8		$	—	$	(1	)	$	24		$	1,383
Operating Expenses:
Plant Operating Expenses:
Plant Maintenance	213											6			2.6	%	—			—		1			7			220
Other Plant Operating Expenses	609											21			3.5	%	14			—		(11		)	24			633
Total Plant Operating Expenses	822											27			3.3	%	14			—		(10		)	31			853
Other Operating Expenses	2											(21		)			—			—		—			(21		)	(20		)
General and Administrative	—											—					—			—		—			—			—
Depreciation and Amortization	176											2					—			—		11			13			190
Net Interest Expense on Project Debt	26											(15		)			—			—		—			(15		)	11
Total Operating Expenses	$	1,026										$	(7	)			$	14		$	—	$	2		$	8		$	1,034
Operating Income (Loss)	$	331										$	24				$	(6	)	$	—	$	(2	)	$	16		$	349
Note: Excludes Net Write-offs (Gains).
Note: Certain amounts may not total due to rounding

North America EfW	Exhibit 11
Operating Metrics (Unaudited)

	Twelve Months Ended December 31,
	2012			2013
Waste
Tons: (in millions)
Contracted	15.2			15.0
Uncontracted	3.3			3.5
Total Tons	18.5			18.5
Revenue per Ton:
Contracted	$	48.94		$	49.43
Uncontracted	$	50.41		$	52.82
Average Revenue per Ton	$	49.21		$	50.07
Metals
Tons Sold: (000s)
Ferrous	309			311
Non-Ferrous	15			20
Revenue per Ton:
Ferrous	$	188		$	178
Non-Ferrous	$	910		$	852
Energy
Energy Sales: (GWh)
Contracted	3.5			3.6
Hedged	0.4			0.8
Market	0.9			1.0
Total Energy Sales	4.8			5.4
Market Sales by Geography:
PJM East	0.4			0.6
NEPOOL	0.2			0.3
NYISO	0.1			—
Other	0.2			0.1
Revenue per MWh:
Contracted	$	60.85		$	63.92
Hedged	$	50.17		$	39.01
Market	$	42.73		$	40.76
Average Revenue per MWh	$	56.58		$	55.98
Plant Operating Expenses ($ in millions)
Plant Operating Expenses - Gross	$	893		$	928
Less: Client Pass-Through Costs	(68		)	(68		)
Less: REC Sales - Contra Expense	(3		)	(7		)
Plant Operating Expenses - Reported	$	822		$	853
Client Pass-Throughs as % of Gross Costs	7.6		%	7.3		%
Note: Waste volume includes solid tons only. Metals and energy volume are presented net of client revenue sharing. Steam sales are converted to MWh equivalent at an assumed average rate of 11 klbs of steam / MWh. Uncontracted energy sales include sales under PPAs that are based on market prices.

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

Under the credit facilities as of December 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 December 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 and twelve months ended December 31, 2013 and 2012, reconciled for each such period to net income 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 from continuing operations, excluding the cash flow provided by or used in our insurance subsidiaries, less maintenance capital expenditures, which are capital expenditures primarily to maintain our existing facilities. We use the non-GAAP measure of Free Cash Flow as a criterion of liquidity and performance-based components of employee compensation. We use Free Cash Flow as a measure of liquidity to determine amounts we can reinvest in our core businesses, such as amounts available to make acquisitions, invest in construction of new projects, make principal payments on debt, or amounts we can return to our stockholders through dividends and/or stock repurchases.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow for the three and twelve months ended December 31, 2013 and 2012, reconciled for each such period 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 and twelve months ended December 31, 2013 and 2012, reconciled for each such period to diluted income 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:

• seasonal or long-term fluctuations in the prices of energy, waste disposal, scrap metal and commodities;

• our ability to renew or replace expiring contracts at comparable pricing and with other acceptable terms;

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

• our ability to utilize net operating loss carryforwards;

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

• 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;

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

• limits of insurance coverage;

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

• performance of third parties under our contracts 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;

• the scalability of our business;

• 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

• 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

Fourth Quarter and Year End 2013 Earnings Conference Call NYSE: CVA FEBRUARY 12, 2014 Exhibit 99.2

Cautionary Statements All information included in this earnings presentation is based on continuing operations, unless otherwise noted. 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. Note: All estimates with respect to 2014 and future periods are as of February 12, 2014. 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. 2 February 12, 2014

2013 Summary • Signed 20 year waste transport and disposal agreement with New York City for an estimated $2.8 billion in revenue • Acquired 1,050 ton-per-day EfW facility in Camden, NJ • Invested over $80 million in organic growth – will bear fruit in 2014 and beyond • Re-focused on North America EfW business and eliminated UK development • Returned $121 million of capital to shareholders via dividend and share repurchases Continuing Operations (1) Consolidated (2) (in millions, except EPS) FY 2012 FY 2013 FY 2013 FY 2013 Guidance (3) Revenue $1,643 $1,630 N/A N/A Adjusted EBITDA $507 $494 $490 $480 - $495 Free Cash Flow $277 $245 $237 $220 - $240 Adjusted EPS $0.58 $0.38 $0.36 $0.33 - $0.43 1) Excludes discontinued operations. In 2013, discontinued operations are comprised of development activities in the United Kingdom. In 2012, discontinued operations include our interest in our Bangladesh IPP facility as well as our development activities in the United Kingdom. 2) Includes discontinued operations. 3) Guidance as of 10/23/2013. 3 February 12, 2014 (Unaudited)

Waste Update North America EfW (in millions, except price) 2012A 2013A 2014E Waste Revenue: Waste & Service $914 $926 $925 - $950 Debt Service (1) 47 35 21 Other (2) 17 10 5 - 10 Total $978 $971 $950 - $980 Tons: (3) Contracted 15.2 15.0 Uncontracted 3.3 3.5 Total 18.5 18.5 18.5 - 18.9 Revenue per Ton: (4) Contracted $48.94 $49.43 Uncontracted $50.41 $52.82 Average $49.21 $50.07 $49.75 - $50.50 Note: Price and volume % are calculated on same store basis. 1) Excludes pass-through lease payments for emission control system of ~$4 million in 2012 (included in “Other”). The $16 million referenced above includes these lease payments. 2) Other includes service revenue not directly related to waste processing. 3) Excludes liquid waste. 4) Calculated for waste and service revenue, excluding debt service and other revenue. • 2013 Contract Extensions: – Continued track record of success – Extended contracts totaling ~1.5 million annual tons for an average term of 5 years • 2013 EfW Waste Revenue Drivers vs. 2012: – Price up 0.5%, driven by increased mix of special waste • Service fee escalations up ~1% • MSW tip fees down ~1% • Special waste revenue growth of 16% – Debt service revenue down $16 million vs. 2012 • Trends and Outlook: – Market prices have firmed – Targeting +10% special waste growth annually – displaces lower priced MSW – Contractual escalations and special waste growth to offset lower debt service revenue and above market tip fee contract transitions over next few years 4 February 12, 2014 (Unaudited)

Energy Update North America EfW (in millions, except price) 2012A 2013A 2014E Energy Revenue: Energy Sales $271 $298 $310 - $325 Capacity 36 40 30 - 35 Total $307 $338 $340 - $360 MWh Sold: Contracted 3.5 3.6 3.1 - 3.2 Hedged 0.4 0.8 1.4 Market 0.9 1.0 1.0 - 1.1 Total 4.8 5.4 5.5 - 5.7 Revenue per MWh: (1) Contracted $60.85 $63.92 ~$65 Hedged $50.17 $39.01 ~$44 Market $42.73 $40.76 $45 - $50 Average $56.58 $55.98 $56 - $57 • 2013 EfW Energy Revenue Drivers vs. 2012: – Average energy price slightly down – Performance vs. expectations impacted negatively by unscheduled downtime and steam demand – $23 million revenue increase due to greater revenue share (service contract transitions) • Trends and Outlook: – Entering 2014 with 1.1 million EfW MWh at market – Strong YTD prices in Northeast due to cold weather – Guidance assumes FY 2014 average natural gas price of $4.50 / MMBtu • Biomass: – Anticipate running four facilities profitably during 2014 • 0.3 million MWh contracted • 0.4 million MWh at market 5 1) Excludes capacity revenue. February 12, 2014 (Unaudited)

Recycled Metals Update North America EfW ($ in millions, except price; tons in thousands) 2012A 2013A 2014E Metals Revenue: Ferrous $58 $56 $58 - $63 Non-Ferrous 14 17 23 - 26 Total $72 $73 $81 - $89 Tons Sold: Ferrous 309 311 350 - 380 Non-Ferrous 15 20 25 - 29 Revenue per Ton: Ferrous $188 $178 ~$165 Non-Ferrous $910 $852 ~$900 Average HMS index price (2) $368 $344 $330 • 2013 Revenue Drivers vs. 2012: – Non-ferrous volumes up over 30% – Year-end run rates of ~340k tons ferrous and ~24k tons non-ferrous – Original 2013 guidance impacted by ~$10 million largely due to delays in new systems coming online • Trends and Outlook: – New systems position CVA for substantial volume growth in 2014 • Total spend of $52 million on new systems and enhancements since 2012; represents an approximate 4x investment multiple (1) • Anticipated $10 to $15 million of metal-related investments in FY 2014 – Ferrous market price currently above full year 2014 estimate – Non-Ferrous currently in line with full year 2014 estimate 6 1) Calculated using 2012 actual versus year end 2013 run rate volumes and 2014 estimated pricing. 2) Full year 2013 and 2012 average #1 Heavy Melt Steel composite index ($ / gross ton) as published by American Metal Market. The 2014 average prices is Covanta’s estimate. February 12, 2014 (Unaudited)

Maintenance Update Total Company (in millions) 2012A 2013A 2014E Plant Maintenance Expense: EfW $213 $220 $230 - $240 Other 16 15 ~20 Total $229 $235 $250 - $260 Maintenance Capex: EfW $73 $79 $85 - $95 Other 12 8 ~10 Total $85 $87 $95 - $105 7 February 12, 2014 (Unaudited) • 2013 Drivers vs. 2012: – EfW plant maintenance expense (same-store) up $6 million (~2.5%) • Greater than expected unscheduled maintenance; also impacted waste, energy and metal revenues • Trends and Outlook: – Enhanced proactive maintenance program • Turbine generators – Typical year for planned major outages – Adding minor outages for inspection / upgrade • Long-lived facility components (20+ years) – Planned lifecycle replacements – Includes electrical infrastructure, cranes and cooling systems – Guidance assumes higher EfW maintenance spending: • $10 to $20 million expense • $5 to $15 million capex – 2014 is representative of go-forward run rate

2014 Business Outlook • Primary focus on execution in the core business – Consistent operating performance – Executing proactive maintenance program – Contract extensions and transitions • Executing key projects – Durham / York facility expected to begin operations in late 2014 – Preparation for New York City waste disposal contract – service scheduled to begin early 2015 • Organic growth – Increased recycled metals recovery – Continue to grow special waste revenue • Guidance drivers: – Benefit of prior investments, primarily the Camden acquisition, recycled metal recovery, and special waste – Improved energy price – Offsetting factors: Contract transitions, higher maintenance expense 8 February 12, 2014

Financial Overview 9 February 12, 2014

Revenue: 2013 vs. 2012 1,643 1,630 11 5 1 17 8 42 4 2012 Waste and Service Energy Metals Total Service Fee Contract Transitions Construction Other 2013 $ i n M il li o n s North America EfW Same Store + = (Unaudited) 10 February 12, 2014 + (1) 1) Includes biomass, Camden, loss of the Hartford contract, international, one-time insurance items, and other.

Adjusted EBITDA: 2013 vs. 2012 507 494 17 27 10 6 9 6 2012 Revenue Plant Operating Expenses Net Service Fee Contract Transitions Transactions Other 2013 $ i n M il li o n s North America EfW Same Store Hurricane Sandy in 2012 9 Unscheduled Downtime (11) Other (8) + = (3) 1) Includes a $16 million reduction in debt service pass through billings. 2) Includes impact of acquisitions, offset by loss of Hartford operating service contract. 3) Includes biomass, construction, international operations, overhead and one-time items. 11 (Unaudited) February 12, 2014 (1) (2)

Free Cash Flow: 2013 vs. 2012 277 245 13 11 1 2 7 2012 Adjusted EBITDA Cash Interest Construction Working Capital Maintenance Capex Other 2013 $ i n M il li o n s 12 (Unaudited) February 12, 2014 (1) 1) Primarily non-construction working capital.

Adjusted EPS: 2013 vs. 2012 0.58 0.38 0.01 0.08 0.06 0.05 0.02 2012 Share Repurchases Operating Income (excluding project debt) Effective Tax Rate Interest Expense Equity Income 2013 $ 13 (Unaudited) February 12, 2014

2014 Guidance Summary • Adjusted EBITDA – Benefit of prior investments, primarily the Camden acquisition, recycled metal recovery and special waste, as well as improved energy price, largely offset contract transitions and higher maintenance expense • Free Cash Flow – Lower Adjusted EBITDA (2), increased maintenance capital expenditures, higher cash interest expense and the negative impact from construction working capital (Note: impact from construction working capital will reverse in 2015) • Adjusted EPS – Increased equity income and lower ETR (Unaudited, in millions, except EPS) FY 2013 FY 2014 Guidance (1) Adjusted EBITDA $494 $470 - $500 Free Cash Flow $245 $170 - $210 Excluding construction working capital $251 $215 - $245 Adjusted EPS $0.38 $0.35 - $0.50 1) As of 2/11/2014. 2) At midpoint of guidance, as of 2/11/2014. 14 February 12, 2014

Adjusted EBITDA: 2014E vs. 2013 494 2013 One-time items in 2013 PPA Transitions Maintenance Expense Service Fee Contract Transitions Metals Revenue Energy (same store) Other Net North America EfW Other 2014E $ i n M il li o n s North America EfW + = (1) 1) Includes income from PPA buyout, insurance recoveries, and other one-time transactions. 2) Includes a $20 million reduction in debt service pass through billings. 3) Includes Camden, waste revenue and other plant operating expenses. 4) Includes biomass and international operations. 15 (Unaudited) February 12, 2014 + + + + + $(10) $(20) to $(10) +$10 to +$20 +$8 to +$16 +$5 to +$15 $(35) to $(15) +$10 to +$20 $470 to $500 $(15) (3) $(20) to $(25) (2) (4)

Free Cash Flow: 2014E vs. 2013 245 251 2013 Free Cash Flow 2013 FCF (Excluding Construction Working Capital) Adjusted EBITDA Maintenance Capex Cash Interest Expense Other 2014E FCF (Excluding Construction Working Capital) Construction Working Capital 2014E Free Cash Flow $ i n M il li o n s 16 (Unaudited) February 12, 2014 $(18) to $(8) $(5) +$5 to +$15 $215 to $245 $(45) to $(35) $170 to $210 $(24) to +$6 (1) 1) Includes Delaware Valley trust distributions, lower bonus payout and working capital (non-construction).

Adjusted EPS: 2014E vs. 2013 0.38 0.38 0.41 2013 Operating Income Effective Tax Rate Equity Income 2014E $ 17 (Unaudited) February 12, 2014 +$0.02 to +$0.04 $0.00 to +$0.05 $0.35 to $0.50 $(0.05) to +$0.05

Growth Investment Outlook Growth Investments (Unaudited, in millions) FY 2012 Actual FY 2013 Actual FY 2014 Outlook Metals recovery projects $ 15 $ 37 Other growth investments (1) 16 45 Sub-total: Organic growth investments $ 31 $ 82 $ 50 - $ 75 New York City contract (investment of ~$140 million ‘13 to ‘16) — 23 $ 75 - $100 Sub-total: Organic growth investments + NYC $ 31 $ 105 $ 125 - $175 Delaware Valley 94 — — Camden EfW Facility — 49 — New Jersey Transfer Stations — 8 — Sub-total: Acquisitions, net of cash acquired $ 94 $ 57 — Total growth investments $ 125 $ 162 $ 125 - $175 1) Includes investment at Essex (total investment of $70-$90 million from 2013 to 2016) and includes investment in Tartech JV. 18 February 12, 2014

Capitalization Summary 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 for Covanta Holding Corporation. Differs from calculation required under Covanta Energy’s credit facility. See slide 27 for a reconciliation of 2011, 2012 and 2013 Adjusted EBITDA. (Unaudited, in millions) 12/31/2011 12/31/2012 12/31/2013 Cash and Cash Equivalents $ 229 $ 243 $ 198 Restricted Funds (Debt Principal Related) 113 72 45 Corporate Debt: Secured $ 619 $ 358 $ 405 Unsecured 885 1,595 1,617 Total Corporate Debt $ 1,504 $ 1,953 $ 2,022 Project Debt 672 314 235 Total Debt (1) $ 2,176 $ 2,267 $ 2,257 Stockholders’ Equity $ 1,088 $ 1,055 $ 911 Net Debt (2) $ 1,834 $ 1,952 $ 2,014 Availability under Revolving Credit Facility $ 300 $ 584 $ 519 Net Debt / Adjusted EBITDA (3) 3.6x 3.9x 4.1x 19 February 12, 2014

Shareholder Returns • Dividend – Annualized cash dividend is $0.66 per share  3.6% yield (1) • Equates to ~37% payout of Free Cash Flow (2) – Q4 dividend of $22 million declared in December and paid in January 2014 • Share repurchases – $34 million in share repurchases in 2013 – Since program inception, repurchased 17.8% of shares outstanding at average price of $16.22 – Planning no share repurchases in 2014 in light of growth investment commitments (Unaudited, in millions) FY 2010 FY 2011 FY 2012 FY 2013 Share Repurchases $95 $230 $88 $34 Dividends Declared $233 $42 $81 $87 Total Capital Returned $328 $272 $169 $121 Shares Outstanding End of Period 150 136 132 130 1) Based on share price of $18.58 as of 2/10/2014. 2) At midpoint of Free Cash Flow guidance (excluding construction working capital), provided 2/11/2014. 20 February 12, 2014

Appendix 21 February 12, 2014

Long-term Outlook: Energy Detail North America EfW Facilities (Unaudited, in millions, except price) 2012A 2013A 2014E 2015E 2016E 2017E 2018E MWh Sold – CVA Share: Contracted 3.5 3.6 3.1 - 3.2 3.0 2.7 2.2 1.9 Hedged 0.4 0.8 1.4 0.9 0.4 0.0 0.0 Market 0.9 1.0 1.0 - 1.1 2.1 3.4 4.4 4.7 Total MWh Sold 4.8 5.4 5.5 - 5.7 ~6.0 ~6.5 ~6.6 ~6.6 Market Sales (MWh) by Geography: PJM East 0.4 0.6 0.4 0.8 1.9 2.6 2.6 NEPOOL 0.2 0.3 0.3 0.4 0.6 0.8 1.2 NYISO 0.1 0.0 0.1 0.3 0.4 0.4 0.4 Other 0.2 0.1 0.3 0.6 0.5 0.6 0.5 Total Market Sales 0.9 1.0 ~1.1 ~2.1 ~3.4 ~4.4 ~4.7 Revenue per MWh: (1) Contracted $60.85 $63.92 ~$65 Hedged $50.17 $39.01 ~$44 Market (2) $42.73 $40.76 $45 - $50 Average Revenue per MWh $56.58 $55.98 $56 - $57 22 February 12, 2014 Note: hedged generation as presented above reflects only existing hedges. 1) Excludes capacity revenue. 2) Based on assumed 2014 natural gas price of $4.50 / MMBtu. • Note: Production estimates for 2014 - 2018 are approximated based on historical operating performance and assume all service fee owned contracts transition to tip fee

Long-term Outlook: Debt Service Revenue 23 Project Debt Repayment (Unaudited, in millions): 2008– 2013 2014 2015 2016 2017 2018 Beyond 2018 Total Principal Payments $822 $50 $37 $14 $15 $16 $79 Total Change in Principal-Related Restricted Funds (167) (21) (6) — — (5) (9) Net Cash Used for Project Debt Principal Repayment $655 $29 $31 $14 $15 $11 $70 Client Payments for Debt Service: (1) (Unaudited, in millions) 2008– 2013 2014 2015 2016 2017 2018 Beyond 2018 Debt Service Revenue – Principal (1) $323 $19 $9 $3 $3 $2 $— Debt Service Revenue – Interest 91 3 2 1 1 — — Debt Service Billings in Excess of Revenue Recognized 103 2 2 5 5 — — Client Payments for Debt Service (2) $517 $24 $13 $9 $9 $2 $— Net Change in Debt Service Billings per Period $(79) $(20) $(11) $(4) $— $(7) $(2) 1) Includes pass-through lease payments for emission control system (~$4 million per year 2008-2012). 2) Related to Service Fee facilities only. Note: North American operations only. Excludes payments related to project debt refinancing. February 12, 2014

Tax Outlook • 2014 tax outlook: – 2014 effective tax rate expected to be 45-50%; cash taxes expected to be $10-15 million • Federal NOL availability and utilization outlook – 2013 U.S. Federal NOL balance of $343 million to be utilized over next 2-3 years • Utilization of the NOL will be driven by operating performance and the outcome of the IRS audit – PTC and MTC carry-forwards provide partial tax shield past NOL utilization – Under current expectations, not a full taxpayer until the end of the decade • NOL continues to represent significant value for shareholders (Unaudited, in millions) 2009 2010 2011 2012 2013 Book Taxes $46 $30 $35 $32 $40 Cash Taxes (net of refunds) 2 4 13 8 11 Difference $44 $26 $22 $24 $29 24 February 12, 2014

Q4 Full Year Full Year (Unaudited, in millions) 2013 2012 2013 2012 Estimated 2014 (1) Net Income from Continuing Operations Attributable to Covanta Holding Corporation $27 $85 $45 $134 $45 - $65 Operating loss related to insurance subsidiaries 1 1 2 10 (2) - 0 Depreciation and amortization expense 53 50 210 195 217 - 207 Debt service expense 40 37 159 145 162 - 146 Income tax expense (benefit) 29 (4) 40 32 30 - 55 Gain related to trust distribution (4) - (4) - Net (gains) write-offs (1) (44) 15 (57) Pension plan settlement expense (gain) - 11 (6) 11 Loss on extinguishment of debt - 1 1 3 Net income (loss) attributable to noncontrolling interests in subsidiaries - 1 (1) 2 0 - 4 Other adjustments: Debt service billings in excess of revenue recognized - 3 9 9 Non-cash compensation expense 3 3 15 16 Other non-cash items 4 2 9 7 Subtotal other adjustments 7 8 33 32 18 - 23 Total adjustments–Continuing Operations 125 61 449 373 Continuing Operations–Adjusted EBITDA $152 $146 $494 $507 $470 - $500 Cash interest payments (52) (54) (123) (112) Cash taxes (2) 1 (11) (8) Working capital / other (49) (16) (36) (30) Cash flow provided by operating activities of continuing operations $49 $77 $324 $357 $265 – $310 Plus: Cash flow used in operating activities from insurance subsidiaries 4 1 8 5 0 – 5 Less: Maintenance capital expenditures (20) (18) (87) (85) (95) - (105) Continuing Operations Free Cash Flow $33 $60 $245 $277 $170 - $210 Construction working capital (24) (27) (6) (7) (45) - (35) Free Cash Flow excluding construction working capital–Continuing Operations $57 $87 $251 $284 $215 - $245 Shares Outstanding End of Period 130 132 130 132 Non-GAAP Reconciliation: Adjusted EBITDA & Free Cash Flow – Continuing Operations 1) Guidance as of 2/11/2014. 25 February 12, 2014

Non-GAAP Reconciliation: Adjusted EBITDA & Free Cash Flow – Consolidated Q4 Full Year (Unaudited, in millions) 2013 2012 2013 2012 Net Income (loss) from Consolidated Operations Attributable to Covanta Holding Corporation $28 $82 $(7) $114 Operating loss related to insurance subsidiaries 1 1 2 10 Depreciation and amortization expense 53 50 210 195 Debt service expense 40 37 159 145 Income tax expense (benefit) 29 (4) 39 27 Gain related to trust distribution (4) - (4) - Net (gains) write-offs (1) (44) 62 (44) Severance and other restructuring - 1 3 1 Pension plan settlement expense (gain) - 11 (6) 11 Loss on extinguishment of debt - 1 1 3 Net income (loss) attributable to noncontrolling interests in subsidiaries - 1 (1) 2 Other adjustments: Debt service billings in excess of revenue recognized - 3 9 9 Non-cash compensation expense 3 3 15 16 Other non-cash items 5 2 8 7 Subtotal other adjustments 8 8 32 32 Total adjustments–Consolidated Operations 126 62 497 382 Adjusted EBITDA–Consolidated Operations $154 $144 $490 $496 Cash interest payments (52) (54) (123) (112) Cash taxes (2) 1 (11) (8) Working capital / other (51) (17) (40) (34) Cash flow provided by operating activities of consolidated operations $49 $74 $316 $342 Plus: Cash flow used in operating activities from insurance subsidiaries 4 1 8 5 Less: Maintenance capital expenditures (20) (18) (87) (85) Consolidated Operations Free Cash Flow $33 $57 $237 $262 Shares Outstanding End of Period 130 132 130 132 26 February 12, 2014

Non-GAAP Reconciliation: Adjusted EBITDA - Continuing Full Year (Unaudited, in millions) 2011 2012 2013 Net Income from Continuing Operations Attributable to Covanta Holding Corporation $93 $134 $45 Operating loss related to insurance subsidiaries 3 10 2 Depreciation and amortization expense 193 195 210 Debt service expense 122 145 159 Income tax expense (benefit) 59 32 40 Reversal of uncertain tax positions (24) - - Non-cash liability to pre-petition creditors 15 - - Gain related to trust distribution - - (4) Net (gains) write-offs - (57) 15 Gain on sale of business (9) - - Pension plan settlement expense (gain) - 11 (6) Loss on extinguishment of debt 1 3 1 Net income (loss) attributable to noncontrolling interests in subsidiaries 5 2 (1) Other adjustments: Debt service billings in excess of revenue recognized 22 9 9 Non-cash compensation expense 17 16 15 Other non-cash items 15 7 9 Subtotal other adjustments 54 32 33 Total adjustments–Continuing Operations 419 373 449 Continuing Operations–Adjusted EBITDA $512 $507 $494 Note: Adjusted EBITDA results provided to reconcile the denominator of the Net Debt / Adjusted EBITDA ratios on slide 19. 27 February 12, 2014

Non-GAAP Reconciliation: Adjusted EPS 1) Guidance as of 2/11/2014. Q4 Full Year Full Year (Unaudited, in millions, except per share amounts) 2013 2012 2013 2012 Estimated 2014 (1) Continuing Operations–Diluted EPS $0.21 $0.64 $0.35 $1.01 $0.35 - $0.50 Continuing Operations–Reconciling Items (0.03) (0.42) 0.03 (0.43) - Continuing Operations–Adjusted EPS $0.18 $0.22 $0.38 $0.58 $0.35 - $0.50 Discontinued Operations–Diluted EPS $0.01 $(0.02) $(0.40) $(0.15) Discontinued Operations–Reconciling Items - - 0.38 0.10 Discontinued Operations–Adjusted EPS 0.01 (0.02) (0.02) (0.05) Consolidated–Adjusted EPS $0.19 $0.20 $0.36 $0.53 Continuing Operations–Reconciling Items Operating loss related to insurance subsidiaries $1 $1 $2 $10 Net (gains) write-offs (1) (44) 15 (57) Severance and other restructuring 2 - 2 - Pension plan settlement expense (gain) - 11 (6) 11 Gain related to trust distribution (4) - (4) - Loss on extinguishment of debt - 1 1 3 Loss on derivative instruments not designated as hedging instruments (1) - (1) (1) Effect of foreign exchange gain on indebtedness - - - (3) Other (1) (1) - - Total Reconciling Items, pre-tax (4) (32) 9 (37) Pro forma income tax impact - (24) (5) (22) Grantor trust activity - 1 - 1 Total Continuing Operations Reconciling Items, net of tax $(4) $(55) $4 $(58) Discontinued Operations–Reconciling Items Net write-offs $- $- $47 $13 Severance and other restructuring - - 3 - Effect of foreign exchange gain on indebtedness (1) - (1) (1) Transaction-related costs 1 - 1 1 Total Discontinued Operations–Reconciling Items $- $- $50 $13 Diluted EPS Impact Continuing Operations–Diluted EPS Impact from Reconciling Items $(0.03) $(0.42) $0.03 $(0.43) Discontinued Operations–Diluted EPS Impact from Reconciling Items $— $— $0.38 $0.10 Weighted Average Diluted Shares Outstanding 130 132 130 133 28 February 12, 2014

Non-GAAP Financial Measures 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 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, 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 and cash flow provided by operating activities, 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, which is believed to be the most directly comparable measure under GAAP. 29 February 12, 2014