8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

________________________________________________________ 

FORM 8-K

________________________________________________________ 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 25, 2017

________________________________________________________ 

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 April 25, 2017, Covanta Holding Corporation (the "Company") issued a press release reporting the unaudited results for the first quarter ended March 31, 2017, and announcing a conference call and webcast to be held at 8:30 a.m. (Eastern) on Wednesday, April 26, 2017 to discuss these results. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. This information includes certain non-GAAP financial information as identified in Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On April 25, 2017, the Company posted to its website materials that will be used in conjunction with its conference call and webcast regarding its unaudited results for its first quarter period ended March 31, 2017, which will be held on Wednesday, April 26, 2017 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.

(c) Exhibits

Exhibit No.	Exhibit
99.1	Press Release, dated April 25, 2017.
99.2	Earnings Materials, dated April 25, 2017.

SIGNATURES

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

Date: April 25, 2017

COVANTA HOLDING CORPORATION

(Registrant)

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

COVANTA HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
99.1	Press Release, dated April 25, 2017.
99.2	Earnings Materials, dated April 25, 2017.

EX-99.1

COVANTA HOLDING CORPORATION REPORTS

2017FIRST QUARTER RESULTS AND

AFFIRMS 2017 GUIDANCE

MORRISTOWN, NJ, APRIL 25, 2017 - Covanta Holding Corporation (NYSE: CVA) ("Covanta" or the "Company"), a world leader in sustainable waste and energy solutions, reported financial results today for the three months ended March 31, 2017.

	Three Months Ended March 31,
	2016	2017
	(Unaudited, $ in millions, except per share amounts)
Revenue	$403	$404
Net Loss	$(37)	$(52)
Adjusted EBITDA	$76	$51
Cash flow provided by operating activities	$35	$10
Free Cash Flow	$(1)	$(17)
Diluted EPS	$(0.29)	$(0.41)
Adjusted EPS	$(0.19)	$(0.37)

Reconciliations of non-GAAP measures can be found in the exhibits to this press release.

“We continued making meaningful progress across our strategic initiatives in the first quarter, nearing completion of construction of the Dublin facility, driving growth in our Environmental Solutions business, and beginning to process metals at our centralized non-ferrous processing facility," said Stephen J. Jones, Covanta's President and CEO.  “The fire and resulting downtime at the Fairfax facility impacted results in the first quarter, but recovery is well underway, with credit to our outstanding team on the ground.  We expect to recoup much of the financial impact later in the year as we receive insurance payments.  We also took the opportunity to accelerate scheduled outages at a few facilities into the first quarter while these facilities were down for other reasons, which contributed to our completing about 35% of our annual planned maintenance expense in Q1.  We are very well positioned to post improved year-over-year performance for the balance of the year, and remain squarely on track with our full year outlook."

First Quarter Results

For the three months endedMarch 31, 2017, total revenue increased by $1 million to $404 million from $403 million in Q12016. Higher waste and service, metals and construction revenue were largely offset by lower energy revenue.

Organic growth contributed an overall revenue increase of $14 million as follows:

• Waste and service revenue grew by $8 million, which primarily consisted of:

▪ EfW waste processing of $4 million (1.7%), driven by improved pricing and growth in profiled waste, partially offset by lower volume due to plant downtime; and

▪ Environmental services revenue of $6 million;

• Energy revenue decreasedby $3 million due to lower production volume related to plant downtime;

• Recycled metals revenue increased by $3 million driven by improved ferrous market prices and better price realization after metals processing, partially offset by lower volume due to the timing of shipments; and

• Other revenue increased by $6 million due to construction activity.

Contract transitions reduced revenue by $4 million, as the expiration of certain long-term energy contracts offset an increased share of energy revenue following service fee to tip fee contract transitions.

Transactions, most notably the exit from our China operations, resulted in a decrease of $8 millionin revenue year-over-year.

Excluding impairment charges ⁽¹⁾,operating expense increased by $26 million to $427 million. The year-over-year net increase included a $33 millionincrease in same store costs, driven primarily by a $9 millionincrease in plant maintenance, largely due to the timing and scope of outage activities, and an $18 millionincrease in other plant operating expenses, including additional costs related to plant downtime, organic growth in the Environmental Solutions business, and normal wage and benefit escalation. Transactions overall reduced operating expense by $7 million.

Adjusted EBITDA declined by $25 million on a year-over-year basis to $51 million, as improved waste and metals pricing were more than offset by facility downtime, impacting both revenue and plant operating expenses, increased scheduled maintenance activity, and the impact of contract transitions and the China asset sale last year.

Free Cash Flow decreased by $16 million to $(17) million, primarily as a result of the factors that drove Adjusted EBITDA, partially offset by lower maintenance capital expenditures.

Adjusted EPS decreased by $0.18 to $(0.37). The decrease was driven primarily by lower operating income as discussed above.

⁽¹⁾ Q1'17 and Q1'16 included impairment charges of $0 million and $15 million, respectively.

Shareholder Returns

During the quarter, the Company declared a regular cash dividend of $0.25 per share, totaling $33 million.

2017 Guidance

The Company affirmed guidance for 2017 for the following key metrics:

(In millions)

Metric	2016 Actual	2017 Guidance Range (1)
Adjusted EBITDA	$410	$400 - $440
Free Cash Flow	$172	$100 - $150

⁽¹⁾ For additional information on the reconciliation of Free Cash Flow to Cash flow provided by operating activities, see Exhibit 5 of this press release.

Conference Call Information

Covanta Holding Corporation (NYSE:CVA) (“Covanta” or the “Company”) will host a conference call at 8:30 AM (Eastern) on Wednesday, April 26, 2017 to discuss its first quarter results.

The conference call will begin with prepared remarks, which will be followed by a question and answer session. To participate, please dial 1-877-201-0168 approximately 10 minutes prior to the scheduled start of the call. If calling outside of the United States, please dial 1-647-788-4901. Please request the “Covanta Holding Corporation Earnings Conference 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.

An archived webcast will be available two hours after the end of the conference call and can be accessed through the Investor Relations section of the Covanta website at www.covanta.com.

About Covanta

Covanta is a world leader in providing sustainable waste and energy solutions. Annually, Covanta’s modern Energy-from-Waste facilities safely convert approximately 20 million tons of waste from municipalities and businesses into clean, renewable electricity to power one million homes and recycle approximately 500,000 tons of metal. Through a vast network of treatment and recycling facilities, Covanta also provides comprehensive industrial material management services to companies seeking solutions to some of today’s most complex environmental challenges. 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. 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 factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements with respect to Covanta include, but are not limited to: fluctuations in the prices of energy, waste disposal, scrap metal and commodities; adoption of new laws and regulations in the United States and abroad; the fee structures of our contracts; difficulties in the operation of our facilities, including fuel supply and energy transfer interruptions, failure to obtain regulatory approvals, equipment failures, labor disputes and work stoppages, 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 service contracts; performance of third parties under our contractual arrangements; concentration of suppliers and customers; increased competitiveness in the energy industry; changes in foreign currency exchange rates; limitations imposed by our existing indebtedness; exposure to counterparty credit risk and instability of financial institutions in connection with financing transactions; our ability to utilize our net operating losses; failures of disclosure controls and procedures; general economic conditions in the United States and abroad, including the availability of credit and debt financing and market conditions at the time our contracts expire; and other risks and uncertainties affecting our businesses described in Item 1A. Risk Factors of our Annual Report on Form 10-K and in other 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 of its forward-looking statements. Covanta's 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 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.

Investor Contact

Dan Mannes

1-862-345-5456

IR@covanta.com

Media Contact

James Regan

1-862-345-5216

Covanta Holding Corporation	Exhibit 1
Condensed Consolidated Statements of Operations

	Three Months Ended March 31,
	2017			2016
	(Unaudited) (In millions, except per share amounts)
Operating revenue
Waste and service revenue	$	286		$	279
Energy revenue	86			101
Recycled metals revenue	16			13
Other operating revenue	16			10
Total operating revenue	404			403
Operating expense
Plant operating expense	332			315
Other operating expense	15			12
General and administrative expense	28			23
Depreciation and amortization expense	52			52
Impairment charges (a)	—			15
Total operating expense	427			417
Operating loss	(23		)	(14		)
Other expense
Interest expense	(36		)	(34		)
Loss on asset sales (a)	(4		)	—
Other expense, net	—			(2		)
Total other expense	(40		)	(36		)
Loss before income tax benefit and equity in net income from unconsolidated investments	(63		)	(50		)
Income tax benefit	11			10
Equity in net income from unconsolidated investments	—			3
Net Loss Attributable to Covanta Holding Corporation	$	(52	)	$	(37	)
Weighted Average Common Shares Outstanding:
Basic	129			129
Diluted	129			129
Loss Per Share:
Basic	$	(0.41	)	$	(0.29	)
Diluted	$	(0.41	)	$	(0.29	)
Cash Dividend Declared Per Share	$	0.25		$	0.25
(a) For additional information, see Exhibit 4 of this Press Release.

Covanta Holding Corporation	Exhibit 2
Condensed Consolidated Balance Sheets

	As of
	March 31, 2017			December 31, 2016
	(Unaudited)
ASSETS	(In millions, except per share amounts)
Current:
Cash and cash equivalents	$	444		$	84
Restricted funds held in trust	52			56
Receivables (less allowances of $9 million)	279			332
Prepaid expenses and other current assets	78			72
Total Current Assets	853			544
Property, plant and equipment, net	3,064			3,024
Restricted funds held in trust	52			54
Waste, service and energy contract intangibles, net	259			263
Other intangible assets, net	39			34
Goodwill	312			302
Other assets	63			63
Total Assets	$	4,642		$	4,284
LIABILITIES AND EQUITY
Current:
Current portion of long-term debt	$	406		$	9
Current portion of project debt	22			22
Accounts payable	56			98
Accrued expenses and other current liabilities	313			289
Total Current Liabilities	797			418
Long-term debt	2,281			2,243
Project debt	391			361
Deferred income taxes	596			617
Other liabilities	179			176
Total Liabilities	4,244			3,815
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 shares, outstanding 131 and 130, respectively)	14			14
Additional paid-in capital	810			807
Accumulated other comprehensive loss	(59		)	(62		)
Accumulated deficit	(366		)	(289		)
Treasury stock, at par	(1		)	(1		)
Total Covanta Holding Corporation stockholders' equity	398			469
Total Liabilities and Equity	$	4,642		$	4,284

Covanta Holding Corporation	Exhibit 3
Condensed Consolidated Statements of Cash Flow

	Three Months Ended March 31,
	2017			2016
	(Unaudited, in millions)
OPERATING ACTIVITIES:
Net loss	$	(52	)	$	(37	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization expense	52			52
Impairment charges (a)	—			15
Stock-based compensation expense	5			5
Deferred income taxes	(14		)	(14		)
Other, net	4			(3		)
Change in restricted funds held in trust	1			2
Change in working capital, net of effects of acquisitions	14			15
Net cash provided by operating activities	10			35
INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(62		)	(86		)
Acquisition of business, net of cash acquired	(16		)	(9		)
Property insurance proceeds	2			—
Other, net	(1		)	—
Net cash used in investing activities	(77		)	(95		)
FINANCING ACTIVITIES:
Proceeds from borrowings on long-term debt	400			—
Proceeds from borrowings on revolving credit facility	331			318
Proceeds from Dublin financing	33			37
Payments of borrowings on revolving credit facility	(288		)	(237		)
Payments on long-term debt	(1		)	—
Payments of equipment financing capital leases	(1		)	(1		)
Payments on project debt	(9		)	(8		)
Payments of deferred financing costs	(8		)	(3		)
Cash dividends paid to stockholders	(33		)	(33		)
Change in restricted funds held in trust	6			14
Common stock repurchased	—			(20		)
Other, net	(4		)	1
Net cash provided by financing activities	426			68
Effect of exchange rate changes on cash and cash equivalents	1			2
Net increase in cash and cash equivalents	360			10
Cash and cash equivalents at beginning of period	84			96
Cash and cash equivalents at end of period	$	444		$	106
(a) For additional information, see Exhibit 4 - Note (a) of this Press Release.

Covanta Holding Corporation	Exhibit 4
Consolidated Reconciliation of Net Loss and Net Cash Provided by Operating Activities to Adjusted EBITDA

		Three Months Ended March 31,
		2017			2016
	(Unaudited, in millions)
Net Loss Attributable to Covanta Holding Corporation		$	(52	)	$	(37	)
Depreciation and amortization expense		52			52
Interest expense, net		36			34
Income tax benefit		(11		)	(10		)
Impairment charges (a)		—			15
Loss on asset sales (b)		4			—
Other adjustments:
Capital type expenditures at service fee operated facilities (c)		14			11
Debt service billings in excess of revenue recognized		1			1
Severance and reorganization costs		—			1
Non-cash compensation expense		5			5
Other (d)		2			4
Adjusted EBITDA		$	51		$	76
Capital type expenditures at service fee operated facilities (c)		(14		)	(11		)
Cash paid for interest, net of capitalized interest		(26		)	(22		)
Cash paid for taxes, net		1			(4		)
Adjustment for working capital and other		(2		)	(4		)
Net cash provided by operating activities		$	10		$	35
(a) During the three months ended March 31, 2016, we recorded non-cash impairment charges totaling $15 million, of which $13 million related to the previously planned closure of our Pittsfield EfW facility in March 2017, which we now continue to operate.
(b) During the three months ended March 31, 2017, we recorded a $4 million charge for indemnification claims related to the sale of our interests in China, which was completed in 2016.
(c) Adjustment for impact of adoption of FASB ASC 853 - Service Concession Arrangements. These types of expenditures at our service fee operated facilities were historically capitalized prior to adoption of this new accounting standard effective January 1, 2015.
(d) Includes certain other items that are added back under the definition of Adjusted EBITDA in Covanta Energy, LLC's credit agreement.

Covanta Holding Corporation	Exhibit 5
Reconciliation of Cash Flow Provided by Operating Activities to Free Cash Flow

	Three Months Ended March 31,						Full  Year Estimated 2017
	2017			2016
	(Unaudited, in millions)
Cash flow provided by operating activities	$	10		$	35		$210 - $270
Less: Maintenance capital expenditures (a)	(27		)	(36		)	(110) - (120)
Free Cash Flow	$	(17	)	$	(1	)	$100 - $150
Uses of Free Cash Flow
Investments:
Growth investments (b)	$	(50	)	$	(59	)
Property insurance proceeds	2			—
Other investing activities, net	(2		)	—
Total investments	$	(50	)	$	(59	)
Return of capital to stockholders:
Cash dividends paid to stockholders	$	(33	)	$	(33	)
Common stock repurchased	—			(20		)
Total return of capital to stockholders	$	(33	)	$	(53	)
Capital raising activities:
Net proceeds from issuance of corporate debt (c)	$	393		$	—
Proceeds from Dublin financing	33			37
Change in restricted funds held in trust	4			10
Other financing activities, net	(4		)	1
Deferred financing costs	(1		)	(3		)
Net proceeds from capital raising activities	$	425		$	45
Debt repayments:
Net cash used for scheduled principal payments on corporate debt	$	(1	)	$	—
Net cash used for principal payments on project debt (d)	(7		)	(4		)
Payments of equipment financing capital leases	(1		)	(1		)
Total debt repayments	$	(9	)	$	(5	)
Borrowing activities - Revolving credit facility, net	$	43		$	81
Effect of exchange rate changes on cash and cash equivalents	$	1		$	2
Net change in cash and cash equivalents	$	360		$	10
(a)  Purchases of property, plant and equipment are also referred to as capital expenditures. Capital expenditures that primarily maintain existing facilities are classified as maintenance capital expenditures. The following table provides the components of total purchases of property, plant and equipment:
	Three Months Ended March 31,
	2017			2016
Maintenance capital expenditures	$	(27	)	$	(36	)
Capital expenditures associated with construction of Dublin EfW facility	(20		)	(25		)
Capital expenditures associated with organic growth initiatives	(11		)	(14		)
Capital expenditures associated with the New York City MTS contract	—			(1		)
Capital expenditures associated with Essex County EfW emissions control system	(3		)	(10		)
Total capital expenditures associated with growth investments	(34		)	(50		)
Capital expenditures associated with property insurance events	(1		)	—
Total purchases of property, plant and equipment	$	(62	)	$	(86	)
(b)  Growth investments include investments in growth opportunities, including organic growth initiatives, technology, business development, and other similar expenditures.
Capital expenditures associated with growth investments	$	(34	)	$	(50	)
Acquisition of business, net of cash acquired	(16		)	(9		)
Total growth investments	$	(50	)	$	(59	)
(c)  Excludes borrowings under Revolving Credit Facility. Calculated as follows:
Proceeds from borrowings on long-term debt	$	400		$	—
Less: Financing costs related to issuance of long-term debt	(7		)	—
Net proceeds from issuance of corporate debt	$	393		$	—
(d) Calculated as follows:
Total principal payments on project debt	$	(9	)	$	(8	)
Change in related restricted funds held in trust	2			4
Net cash used for principal payments on project debt	$	(7	)	$	(4	)

Covanta Holding Corporation	Exhibit 6
Reconciliation of Diluted Loss Per Share to Adjusted EPS

	Three Months Ended March 31,
	2017			2016
	(Unaudited)
Diluted Loss Per Share	$	(0.41	)	$	(0.29	)
Reconciling Items (a)	0.04			0.10
Adjusted EPS	$	(0.37	)	$	(0.19	)
(a) For details related to the Reconciling Items, see Exhibit 6A of this Press Release.

Covanta Holding Corporation	Exhibit 6A
Reconciling Items

	Three Months Ended March 31,
	2017		2016
	(Unaudited) (In millions, except per share amounts)
Reconciling Items
Impairment charges (a)	$	—	$	15
Loss on asset sales (a)	4		—
Severance and reorganization costs	—		1
Effect on income of derivative instruments not designated as hedging instruments	—		4
Effect of foreign exchange loss on indebtedness	—		(1		)
Total Reconciling Items, pre-tax	4		19
Pro forma income tax impact (b)	—		(7		)
Grantor trust activity	1		—
Total Reconciling Items, net of tax	$	5	$	12
Diluted Earnings Per Share Impact	$	0.04	$	0.10
Weighted Average Diluted Shares Outstanding	129		129
(a) For additional information, see Exhibit 4 of this Press Release.
(b) We calculate the federal and state tax impact of each item using the statutory federal tax rate and applicable blended state rate.

Covanta Holding Corporation				Exhibit 7
Supplemental Information
(Unaudited, $ in millions)
	Three Months Ended March 31,
	2017			2016
Revenue:
Waste and service:
EfW waste processing	$	231		$	227
Environmental services (a)	27			21
Municipal services (b)	44			43
Other revenue (c)	8			9
Intercompany (d)	(23		)	(21		)
Total waste and service	286			279
Energy:
EfW energy sales	76			83
EfW capacity	9			10
Other revenue (e)	—			8
Total energy revenue	86			101
Recycled metals:
Ferrous	10			8
Non-ferrous	6			5
Total recycled metals	16			13
Other revenue	16			10
Total revenue	$	404		$	403
Operating expense:
Plant operating expense:
Plant maintenance	$	98		$	89
Other plant operating expense	234			226
Total plant operating expense	332			315
Other operating expense	15			12
General and administrative	28			23
Depreciation and amortization	52			52
Impairment charges	—			15
Total operating expense	$	427		$	417
Operating Loss	$	(23	)	$	(14	)
Operating (Loss) Income excluding Impairment charges:	$	(23	)	$	1
(a) Includes the operation of material processing facilities and related services.
(b) Consists of transfer stations and transportation component of NYC MTS contract.
(c) Includes waste brokerage, debt service and other revenue unrelated to EfW waste processing.
(d) Consists of elimination of intercompany transactions primarily relating to transfer stations.
(e) Includes biomass and China operations.
Note: Certain amounts may not total due to rounding.

Covanta Holding Corporation																		Exhibit 8
Revenue and Operating Income Changes - Q1 2016 to Q1 2017
(Unaudited, $ in millions)
				Organic Growth (a)					Contract Transitions (b)
	Q1 2016			Total			%		Waste			PPA			Trans- actions (c)			Total Changes			Q1 2017
Waste and service:
EfW waste processing	$	227		$	4		1.7	%	$	—		$	—		$	—		$	4		$	231
Environmental services	21			6					—			—			1			6			27
Municipal services	43			1					—			—			—			1			44
Other revenue	9			—					—			—			—			—			8
Intercompany	(21		)	(3		)			—			—			—			(3		)	(23		)
Total waste and service	279			8			2.8	%	—			—			—			8			286
Energy:
EfW energy sales	83			(4		)	-4.2	%	3			(6		)	—			(7		)	76
EfW capacity	10			1			7.4	%	—			(2		)	—			(1		)	9
Other revenue	8			—					—			—			(9		)	(8		)	—
Total energy revenue	101			(3		)	-2.5	%	3			(7		)	(9		)	(15		)	86
Recycled metals:
Ferrous	8			2			29.1	%	—			—			—			2			10
Non-ferrous	5			1			14.4	%	—			—			—			1			6
Total recycled metals	13			3			23.4	%	—			—			—			3			16
Other revenue	10			6			57.6	%	—			—			—			6			16
Total revenue	$	403		$	14		3.5	%	$	3		$	(7	)	$	(8	)	$	1		$	404
Operating expense:
Plant operating expense:
Plant maintenance	$	89		$	9		10.2	%	$	—		$	—		$	—		$	9		$	98
Other plant operating expense	226			18			7.8	%	(2		)	—			(7		)	9			234
Total plant operating expense	315			27			8.5	%	(2		)	—			(8		)	17			332
Other operating expense	12			3					—			—			—			3			15
General and administrative	23			5					—			—			—			5			28
Depreciation and amortization	52			(2		)			1			—			1			—			52
Total operating expense	$	402		$	33				$	—		$	—		$	(7	)	$	26		$	427
Operating Income (Loss) excluding Impairment Charges	$	1		$	(18	)			$	3		$	(7	)	$	(2	)	$	(24	)	$	(23	)
(a) Reflects performance on a comparable period-over-period basis, excluding the impacts of transitions and transactions.
(b) Includes the impact of the expiration of: (1) long-term major waste and service contracts, most typically representing the transition to a new contract structure, and (2) long-term energy contracts.
(c) Includes the impacts of acquisitions, divestitures, new projects and the addition or loss of operating contracts.
Note: Excludes impairment charges.
Note: Certain amounts may not total due to rounding.

North America - Operating Metrics				Exhibit 9
(Unaudited)
	Three Months Ended March 31,
	2017			2016
EfW Waste
Tons: (in millions)
Contracted	3.99			4.06
Uncontracted	0.57			0.58
Total tons	4.56			4.64
Revenue per ton:
Contracted	$	47.52		$	46.75
Uncontracted	$	71.85		$	64.61
Average revenue per ton	$	50.56		$	48.97
EfW Energy
Energy sales: (MWh in millions)
Contracted	0.6			0.7
Hedged	0.6			0.4
Market	0.2			0.2
Total energy sales	1.4			1.4
Market sales by geography:
PJM East	0.1			0.1
NEPOOL	—			—
NYISO	—			—
Other	0.1			0.1
Revenue per MWh (excludes capacity):
Contracted	$	70.85		$	67.65
Hedged	$	47.76		$	62.64
Market	$	24.44		$	27.91
Average revenue per MWh	$	53.76		$	59.30
Metals
Tons Recovered: (in thousands)
Ferrous	95			95
Non-ferrous	9			8
Tons Sold: (in thousands)
Ferrous	60			86
Non-ferrous	9			8
Revenue per ton:
Ferrous	$	169		$	91
Non-ferrous	$	615		$	624
EfW plant operating expense ($ in millions):
Plant operating expense - gross	$	275		$	256
Less: Client pass-through costs	(10		)	(10		)
Less: REC sales - contra-expense	(3		)	(3		)
Plant operating expense - reported	$	262		$	244
Client pass-throughs as % of gross costs	3.8		%	3.8		%
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.
Note: Certain amounts may not total due to rounding.

Discussion of Non-GAAP Financial Measures

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

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

Adjusted EBITDA

We use Adjusted EBITDA to provide further information that is useful to an understanding of the financial covenants contained in the credit facilities as of March 31, 2017 of our most significant subsidiary, Covanta Energy, LLC, ("Covanta Energy"), through which we conduct our core waste and energy services business, and as additional ways of viewing aspects of its operations that, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of our core business. The calculation of Adjusted EBITDA is based on the definition in Covanta Energy’s credit facilities as of March 31, 2017, 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.

Under the credit facilities as of March 31, 2017, Covanta Energy is required to satisfy certain financial covenants, including certain ratios of which Adjusted EBITDA is an important component. Compliance with such financial covenants is expected to be the principal limiting factor which will affect our ability to engage in a broad range of activities in furtherance of our business, including making certain investments, acquiring businesses and incurring additional debt. Covanta Energy was in compliance with these covenants as of March 31, 2017. Failure to comply with such financial covenants could result in a default under these credit facilities, which default would have a material adverse effect on our financial condition and liquidity.

These financial covenants are measured on a trailing four quarter period basis and the material covenants are as follows:

• maximum Covanta Energy leverage ratio of 4.00 to 1.00, which measures Covanta Energy’s Consolidated Adjusted Debt (which is the principal amount of its consolidated debt less certain restricted funds dedicated to repayment of project debt principal and construction costs) to its Adjusted EBITDA (which for purposes of calculating the leverage ratio and interest coverage ratio, is adjusted on a pro forma basis for acquisitions and dispositions made during the relevant period); and

• minimum Covanta Energy interest coverage ratio of 3.00 to 1.00, which measures Covanta Energy’s Adjusted EBITDA to its consolidated interest expense plus certain interest expense of ours, to the extent paid by Covanta Energy.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the three months ended March 31, 2017 and 2016, 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.

Our projected full year 2017 Adjusted EBITDA is not based on GAAP net income/loss and is anticipated to be adjusted to exclude the effects of events or circumstances in 2017 that are not representative or indicative of our results of operations. Projected GAAP net income/loss for the full year would require inclusion of the projected impact of future excluded items, including items that are not currently determinable, but may be significant, such as asset impairments and one-time items, charges, gains or losses from divestitures, or other items. Due to the uncertainty of the likelihood, amount and timing of any such items, we do not have information available to provide a quantitative reconciliation of full year 2017 projected net income/loss to an Adjusted EBITDA projection.

Free Cash Flow

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

In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow for the three months ended March 31, 2017 and 2016, 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 impairment charges, the effect of derivative instruments not designated as hedging instruments, significant gains or losses from the disposition or restructuring of businesses, gains and losses on assets held for sale, transaction-related costs, income and loss on the extinguishment of debt and other significant items that would not be representative of our ongoing business.

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

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EPS for the three months ended March 31, 2017 and 2016, 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, and our ability to renew or replace expiring contracts at comparable pricing;

• 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 avoid adverse publicity relating to our business expansion efforts;

• advances in technology;

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

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

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

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

• our ability to utilize net operating loss carryforwards;

• 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, 2016 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

NYSE: CVA April 25, 2017 First Quarter 2017 Earnings Conference Call Picture To Be Updated Next Week Exhibit 99.2

April 25, 2017 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 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 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 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. Note: All estimates with respect to 2017 and future periods are as of April 25, 2017. 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. Please refer to the appendix of this presentation for reconciliations of non-GAAP financial measures.

April 25, 2017 3 Q1 2017 Summary (in millions, except per share amounts) Q1 2016 Q1 2017 FY 2017 Guidance (1) Revenue $403 $404 N/A Adjusted EBITDA $76 $51 $400 - $440 Cash flow provided by operating activities $35 $10 N/A Free Cash Flow $(1) $(17) $100 - $150 Diluted EPS $(0.29) $(0.41) N/A Adjusted EPS $(0.19) $(0.37) N/A (Unaudited) • Affirming 2017 guidance • Dublin remains on track for commercial operations by the start of Q4 2017 • Fairfax expected to come back online in late Q2 • Strong waste market conditions and growth in Covanta Environmental Solutions • Improved scrap metal market prices • Executed opportunistic refinancing of $400 million of senior notes to extend maturity and reduce cost 1) Guidance affirmed as of April 25, 2017.

April 25, 2017 4 5) Excludes liquid waste. 6) Includes contracts at transfer stations from which waste is internalized. 7) Calculated for EfW waste processing revenue presented above. Note: certain amounts may not total due to rounding. Waste Update • Client and new business activity: ▪ Extended client relationship at SECONN under new tip fee contract ▪ Completed two CES acquisitions • Q1 2017 revenue drivers vs. Q1 2016: ▪ EfW waste processing revenue up $4 million ◦ Higher average revenue per ton (~3%), partially offset by downtime at Fairfax ($3 million impact) ◦ Uncontracted (spot) MSW price up ~5% ◦ Internalized profiled waste revenue up 12% ▪ Covanta Environmental Solutions ◦ Environmental services organic revenue up 26% ◦ Profiled waste growth contributing to higher average pricing at EfW • Trends and outlook: ▪ Strong waste volumes supporting higher prices ▪ Targeting double-digit profiled waste growth in 2017 1) Includes the operation of material processing facilities and related services. 2) Consists of transfer stations and transportation component of NYC MTS contract. 3) Includes waste brokerage, debt service and other revenue unrelated to EfW waste processing. 4) Elimination of intercompany transactions primarily relating to transfer stations. (Unaudited) (in millions, except price) Q1 2016A Q1 2017A 2017E Waste & Service Revenue: EfW Waste Processing $227 $231 $975 - $1,005 Environmental Services (1) 21 27 100 - 110 Municipal Services (2) 43 44 ~200 Other (3) 9 8 ~30 Intercompany (4) (21) (23) ~ (90) Total $279 $286 $1,215 - $1,255 EfW Tons: (5) Contracted (6) 4.06 3.99 Uncontracted 0.58 0.57 Total 4.64 4.56 19.5 - 19.7 EfW Revenue per Ton: (7) Contracted $46.75 $47.52 Uncontracted $64.61 $71.85 Average $48.97 $50.56 $50.00 - $51.00

April 25, 2017 5 Energy Update (in millions, except price; MWh sold in millions) Q1 2016A Q1 2017A 2017E Energy Revenue: EfW Energy Sales $83 $76 $280 - $300 EfW Capacity 10 9 ~40 Other (1) 8 — — Total $101 $86 $320 - $340 EfW MWh Sold: Contracted 0.7 0.6 2.3 - 2.5 Hedged 0.4 0.6 ~2.6 Market 0.2 0.2 ~1.3 Total 1.4 1.4 6.2 - 6.4 EfW Revenue per MWh: (2) Contracted $67.65 $70.85 $66 - $67 Hedged $62.64 $47.76 ~ $36 Market $27.91 $24.44 $22 - $34 Average $59.30 $53.76 $44 - $48 • Q1 2017 revenue drivers vs. Q1 2016: ▪ EfW energy revenue decreased $3 million (2.5%) on a same store basis ◦ Price down 0.3% ◦ Volume down $3 million (3.9%), driven primarily by downtime at Fairfax ▪ PPA expirations reduced revenue by $7 million, partially offset by $3 million from higher contractual revenue share • Trends and outlook: ▪ Power prices remain muted with mild weather; anticipate continued softness for balance of 2017 ▪ Hedge activity: ◦ 2017 U.S. market exposure hedged to approximately 1.3 million MWh ◦ Actively hedging 2018 exposure 1) Includes China and Biomass in 2016. 2) Excludes capacity revenue. Note: certain amounts may not total due to rounding. (Unaudited)

April 25, 2017 6 Recycled Metals Update ($ in millions, except price; tons in thousands) Q1 2016A Q1 2017A 2017E Metals Revenue: Ferrous $8 $10 $35 - $45 Non-Ferrous 5 6 30 - 35 Total $13 $16 $65 - $80 Tons Recovered: Ferrous 95 95 395 - 400 Non-Ferrous 8 9 35 - 40 Tons Sold: Ferrous 86 60 310 - 320 Non-Ferrous 8 9 28 - 33 Revenue per Ton Sold: Ferrous $91 $169 $110 - $140 Non-Ferrous $624 $615 $1,000 - $1,100 Average HMS index price (1) $158 $272 $200 - $250 Average Old Cast Aluminum (2) $0.55 $0.60 $0.55 - $0.61 • Q1 2017 revenue drivers vs. Q1 2016: ▪ Ferrous: ◦ Price up $7 million (94%), due to higher market index price ($6 million, up 72%) and increased processing ◦ Volume down $5 million (64%), driven primarily by shipment timing ▪ Non-ferrous: ◦ Realized sales price essentially flat ◦ Volume up $1 million (16%), driven by increased recovery • Trends and outlook: ▪ HMS Index averaged $272 per ton in Q1 and set at $258 in April; anticipate price softening for balance of 2017 ▪ Forward aluminum prices remain in line with previous full year expectations ▪ Non-ferrous processing to drive significant increase in price realization beginning in Q2 1) Q1 2017 and Q1 2016 average #1 Heavy Melt Steel composite index ($ / gross ton) as published by American Metal Market. 2) Q1 2017 and Q1 2016 average Old Cast Aluminum Scrap ($ / pound) calculated using the high price as published by American Metal Market. (Unaudited)

April 25, 2017 7 Plant Operating Expense and Maintenance Update • Q1 2017 summary: ▪ Total EfW maintenance (expense + capex) largely flat year-over-year in Q1 ▪ Q1 2017 maintenance expense included greater percent of full year expected work (estimated 35% vs. 32% in Q1 2016) with acceleration of scheduled outages to optimize plant downtime ▪ Increase in other plant operating expense driven by growth in Environmental Solutions business and costs related to unplanned plant downtime • Trends and outlook: ▪ Nearing completion of major outage season ▪ 2017 full year outlook unchanged (in millions) Q1 2016A Q1 2017A 2017E Plant Maintenance Expense: EfW $88 $97 $275 - $285 Other 1 1 Total $89 $98 Maintenance Capex: EfW $32 $25 $90 - $100 Other 4 1 ~20 Total $36 $27 $110 - $120 Total EfW Maintenance Spend $120 $122 $365 - $385 Other Plant Operating Expense $226 $234 (Unaudited) Note: certain amounts may not total due to rounding.

April 25, 2017 8 Financial Overview

April 25, 2017 9 Revenue: Q1 2017 vs. Q1 2016 1) Includes waste and service revenue, energy and metals volume, metals processing and construction activity. 2) Energy price includes capacity payments. Note: certain amounts may not total due to rounding. (1) (2)

April 25, 2017 10 Adjusted EBITDA: Q1 2017 vs. Q1 2016 1) Includes waste and service revenue, energy and metals volume, metals processing, plant operating costs, construction activity and overhead. 2) Energy price includes capacity payments. (1) (2)

April 25, 2017 11 Free Cash Flow: Q1 2017 vs. Q1 2016 Cash Interest (4) Asia Eq. Inc. 3 Cash Taxes 5

April 25, 2017 12 Growth Investment Outlook (Unaudited, in millions) FY 2016 Actual YTD 3-31-17 FY 2017 Outlook Organic growth investments (1) $46 $11 ~ $30 New York City MTS contract 3 — — Essex County EfW emissions control system (2) 33 3 ~5 Acquisitions 9 16 16 Subtotal: Corporate funded $91 $30 ~ $50 Dublin facility construction 162 20 ~100 Total growth investments $253 $50 ~ $150 1) Organic growth programs are focused primarily on growing waste, energy and metal revenue and/or reducing operating costs. 2) Classified as growth investment because cost is reflected in overall economic benefit of contract restructuring completed in 2013. Note: certain amounts may not total due to rounding. • Remaining Dublin investment to be funded entirely with project financing – no impact on domestic capital allocation • Acquisitions to be targeted on an opportunistic basis – potential additional activity not reflected in FY 2017 outlook

April 25, 2017 13 (Face value; unaudited, in millions) 12/31/2015 12/31/2016 3/31/2017 Cash and Cash Equivalents $94 $84 $444 Corporate Debt: Secured $621 $608 $648 Unsecured 1,664 1,664 2,064 Total Corporate Debt $2,285 $2,272 $2,712 Project Debt 197 406 435 Total Debt $2,482 $2,678 $3,147 Net Debt (1) $2,326 $2,547 $2,662 Stockholders’ Equity $640 $469 $398 Credit Ratios: Net Debt / Adjusted EBITDA 5.4x 6.2x 6.9x Excluding Non-Recourse Construction Debt (2) 5.3x 5.7x 6.3x Senior Credit Facility Leverage Ratio (3) 2.9x 3.0x 3.4x Capitalization Summary 1) Net debt is calculated as total principal amount of debt outstanding less cash and cash equivalents, debt service principal-related restricted funds ($12 million at March 31, 2017) and escrowed construction financing proceeds ($29 million at March 31, 2017). Cash and cash equivalents includes proceeds from recent refinancing. 2) Excludes $241 million of net debt (debt of $251 million less restricted funds of $10 million) outstanding at March 31, 2017 at Dublin project subsidiary. 3) Leverage ratio as calculated for senior credit facility covenant. Effectively represents leverage at Covanta Energy, LLC and subsidiaries.

April 25, 2017 14 Appendix

April 25, 2017 15 Long-term Outlook: Energy Detail Consolidated EfW (Unaudited, in millions, except price) 2015A 2016A 2017E 2018E 2019E 2020E 2021E MWh Sold – CVA Share: Contracted 3.0 3.1 2.4 2.1 2.1 2.1 2.1 Hedged 1.4 1.9 2.6 1.7 — — — Market 1.4 1.0 1.3 3.0 4.7 4.7 4.7 Total MWh Sold 5.8 6.1 ~6.3 ~6.8 ~6.8 ~6.8 ~6.8 Market Sales (MWh) by Geography: PJM East 0.5 0.3 0.7 1.6 2.7 2.7 2.7 NEPOOL 0.3 0.2 0.3 0.6 1.2 1.2 1.2 NYISO 0.1 0.1 — 0.2 0.2 0.2 0.2 Other 0.4 0.4 0.3 0.7 0.6 0.6 0.6 Total Market Sales 1.4 1.0 1.3 3.0 4.7 4.7 4.7 Revenue per MWh: (1) Contracted $65.56 $65.98 ~$67 Hedged $45.64 $42.77 ~$36 Market $33.18 $31.35 ~$28 Average Revenue per MWh $53.17 $52.70 ~$46 Note: hedged generation as presented above reflects only existing hedges. Certain amounts may not total due to rounding. 1) Excludes capacity revenue. • Note: Production estimates for 2018 - 2021 are approximated based on historical operating performance and expected contract structures

April 25, 2017 16 1) Guidance affirmed as of April 25, 2017. 2) Adjustment for impact of adoption of FASB ASC 853 – Service Concession Arrangements. Non-GAAP Reconciliation: Adjusted EBITDA & Free Cash Flow Q1 Full Year (Unaudited, in millions) 2016 2017 Estimated 2017 Net Loss Attributable to Covanta Holding Corporation $(37) $(52) Depreciation and amortization expense 52 52 Interest expense, net 34 36 Income tax benefit (10) (11) Impairment charges 15 — Debt service billings in excess of revenue recognized 1 1 Severance and reorganization costs 1 — Non-cash compensation expense 5 5 Capital type expenditures at service fee operated facilities (2) 11 14 Loss on asset sales — 4 Other 4 2 Total adjustments 113 103 Adjusted EBITDA (1) $76 $51 $400 - $440 Cash paid for interest, net of capitalized interest (22) (26) Cash paid for taxes, net (4) 1 Capital type expenditures at service fee operated facilities (2) (11) (14) Adjustment for working capital and other (4) (2) Net cash provided by operating activities $35 $10 $210 - $270 Maintenance capital expenditures (36) (27) (110) - (120) Free Cash Flow (1) $(1) $(17) $100 - $150 Weighted Average Shares Outstanding 129 129

April 25, 2017 17 Non-GAAP Reconciliation: Adjusted EBITDA Full Year LTM (Unaudited, in millions) 2015 2016 March 31, 2017 Net Income (Loss) Attributable to Covanta Holding Corporation $68 $(4) $(19) Depreciation and amortization expense 198 207 207 Interest expense, net 134 138 140 Income tax (benefit) expense (84) 22 21 Impairment charges 43 20 5 Gain on sale of assets, net — (44) (40) Loss on extinguishment of debt 2 — — Net income attributable to noncontrolling interests in subsidiaries 1 — — Debt service billings in excess of revenue recognized 1 4 4 Severance and reorganization costs 4 3 2 Non-cash compensation expense 18 16 16 Capital type expenditures at service fee operated facilities (1) 31 39 42 Other 12 9 7 Total adjustments 360 414 404 Adjusted EBITDA $428 $410 $385 Note: Adjusted EBITDA results provided to reconcile the denominator of the Net Debt / Adjusted EBITDA ratios on slide 13. 1) Adjustment for impact of adoption of FASB ASC 853 – Service Concession Arrangements.

April 25, 2017 18 Non-GAAP Reconciliation: Adjusted EPS Q1 (Unaudited, in millions, except per share amounts) 2016 2017 Diluted Loss Per Share $(0.29) $(0.41) Reconciling Items 0.10 0.04 Adjusted EPS $(0.19) $(0.37) Reconciling Items Impairment charges $15 $— Severance and reorganization costs 1 — Effect on income of derivative instruments not designated as hedging instruments 4 — Effect of foreign exchange loss on indebtedness (1) — Loss on sale of assets — 4 Total Reconciling Items, pre-tax 19 4 Pro forma income tax impact (7) — Grantor trust activity — 1 Total Reconciling Items, net of tax $12 $5 Diluted Earnings Per Share Impact $0.10 $0.04 Weighted Average Shares Outstanding 129 129

April 25, 2017 19 Non-GAAP Financial Measures Free Cash Flow Free Cash Flow is defined as cash flow provided by operating activities, less maintenance capital expenditures, which are capital expenditures primarily to maintain our existing facilities. We use the non- GAAP measure of Free Cash Flow as a criterion of liquidity and performance-based components of employee compensation. We use Free Cash Flow as a measure of liquidity to determine amounts we can reinvest in our core businesses, such as amounts available to make acquisitions, invest in construction of new projects, make principal payments on debt, or amounts we can return to our stockholders through dividends and/or stock repurchases. In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow for the three months ended March 31, 2017 and 2016, 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 EBITDA We use Adjusted EBITDA to provide further information that is useful to an understanding of the financial covenants contained in the credit facilities as of March 31, 2017 of our most significant subsidiary, Covanta Energy, LLC ("Covanta Energy"), through which we conduct our core waste and energy services business, and as additional ways of viewing aspects of its operations that, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of our core business. The calculation of Adjusted EBITDA is based on the definition in Covanta Energy’s credit facilities as of March 31, 2017, 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. Under the credit facilities as of March 31, 2017, Covanta Energy is required to satisfy certain financial covenants, including certain ratios of which Adjusted EBITDA is an important component. Compliance with such financial covenants is expected to be the principal limiting factor which will affect our ability to engage in a broad range of activities in furtherance of our business, including making certain investments, acquiring businesses and incurring additional debt. Covanta Energy was in compliance with these covenants as of March 31, 2017. Failure to comply with such financial covenants could result in a default under these credit facilities, which default would have a material adverse affect on our financial condition and liquidity. These financial covenants are measured on a trailing four quarter period basis and the material covenants are as follows: • maximum Covanta Energy leverage ratio of 4.00 to 1.00, which measures Covanta Energy’s Consolidated Adjusted Debt (which is the principal amount of its consolidated debt less certain restricted funds dedicated to repayment of project debt principal and construction costs) to its Adjusted EBITDA (which for purposes of calculating the leverage ratio and interest coverage ratio, is adjusted on a pro forma basis for acquisitions and dispositions made during the relevant period); and • minimum Covanta Energy interest coverage ratio of 3.00 to 1.00, which measures Covanta Energy’s Adjusted EBITDA to its consolidated interest expense plus certain interest expense of ours, to the extent paid by Covanta Energy. In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the three months ended March 31, 2017 and 2016, 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. Our projected full year 2017 Adjusted EBITDA is not based on GAAP net income/loss and is anticipated to be adjusted to exclude the effects of events or circumstances in 2017 that are not representative or indicative of our results of operations. Projected GAAP net income/loss for the full year would require inclusion of the projected impact of future excluded items, including items that are not currently determinable, but may be significant, such as asset impairments and one-time items, charges, gains or losses from divestitures, or other items. Due to the uncertainty of the likelihood, amount and timing of any such items, we do not have information available to provide a quantitative reconciliation of full year 2017 projected net income/loss to an Adjusted EBITDA projection. 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 impairment charges, the effect of derivative instruments not designated as hedging instruments, significant gains or losses from the disposition or restructuring of businesses, gains and losses on assets held for sale, transaction-related costs, income and loss on the extinguishment of debt and other significant items that would not be representative of our ongoing business. We will use the non-GAAP measure of Adjusted EPS to enhance the usefulness of our financial information by providing a measure which management internally uses to assess and evaluate the overall performance and highlight trends in the ongoing business. In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EPS for the three months ended March 31, 2017 and 2016, reconciled for each such period to diluted income per share, which is believed to be the most directly comparable measure under GAAP.