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 14, 2019

________________________________________________________ 

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 14, 2019, Covanta Holding Corporation (the "Company") issued a press release reporting the unaudited results for the fourth quarter and year ended December 31, 2018, and announcing a conference call and webcast to be held at 8:30 a.m. (Eastern) on Friday, February 15, 2019 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 14, 2019, 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 fourth quarter and year ended December 31, 2018, which will be held on Friday, February 15, 2019 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 February 14, 2019.
99.2	Earnings Materials, dated February 14, 2019.

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 14, 2019

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 14, 2019.
99.2	Earnings Materials, dated February 14, 2019.

EX-99.1

Exhibit 99.1

COVANTA HOLDING CORPORATION REPORTS

2018FOURTH QUARTER AND FULL YEAR RESULTS AND

PROVIDES 2019 GUIDANCE

MORRISTOWN, NJ, February 14, 2019 - Covanta Holding Corporation (NYSE: CVA) ("Covanta" or the "Company"), a world leader in sustainable waste and energy solutions, reported financial results today for the year endedDecember 31, 2018.

	Year Ended December 31,
	2018	2017
	(Unaudited, $ in millions, except per share amounts)
Revenue	$1,868	$1,752
Net income	$152	$57
Adjusted EBITDA	$457	$408
Net cash provided by operating activities	$238	$242
Free Cash Flow	$100	$132
Diluted EPS	$1.15	$0.44
Adjusted EPS	$(0.10)	$(0.37)

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

Key Highlights

• 2018 results at the high end of guidance range

• Record operating performance on waste processing, energy generation, and metal recovery

• Reached financial close on first UK project in partnership with Green Investment Group

• Began construction of first Total Ash Processing System ("TAPS")

• Meaningful progress on fleet optimization

"We finished 2018 on a strong note, delivering double-digit Adjusted EBITDA growth with record operating and safety performance" said Stephen J. Jones, Covanta's President and CEO. "Further, we have taken significant steps towards our strategic growth objectives, with our first UK project and first TAPS project recently moving into construction. Looking ahead to 2019, we expect to generate significantly improved Free Cash Flow, continue to optimize our unmatched domestic fleet, and move several new projects into construction in the UK."

More detail on our fourth quarter results can be found in the exhibits to this release and in our fourth quarter 2018 earnings presentation found in the Investor Relations section of the Covanta website at www.covanta.com.

2019 Guidance

The Company established guidance for 2019 for the following key metrics:

(In millions)

Metric	2018 Actual	2019 Guidance Range (1)
Adjusted EBITDA	$457	$440 - $465
Free Cash Flow	$100	$120 - $145

⁽¹⁾ For additional information on the reconciliation of Free Cash Flow to Net cash provided by operating activities, see Exhibit 5 of this press release. Guidance as of February 14, 2019.

Conference Call Information

Covanta will host a conference call at 8:30 AM (Eastern) on Friday, February 15, 2019 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 1-833-238-7947 approximately 10 minutes prior to the scheduled start of the call. If calling outside of the United States, please dial 1-647-689-4195. 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 in 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 22 million tons of waste from municipalities and businesses into clean, renewable electricity to power one million homes and recycle over 600,000 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, as amended (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 Contact

Dan Mannes

1-862-345-5456

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,
	2018			2017			2018			2017
	(Unaudited) (In millions, except per share amounts)
OPERATING REVENUE:
Waste and service revenue	$	350		$	329		$	1,327		$	1,231
Energy revenue	86			93			343			334
Recycled metals revenue	23			28			95			82
Other operating revenue	41			45			103			105
Total operating revenue	500			495			1,868			1,752
OPERATING EXPENSE:
Plant operating expense	334			319			1,321			1,271
Other operating expense, net	21			27			65			51
General and administrative expense	30			30			115			112
Depreciation and amortization expense	56			60			218			215
Impairment charges (a)	—			1			86			2
Total operating expense	441			437			1,805			1,651
Operating income	59			58			63			101
OTHER INCOME (EXPENSE):
Interest expense	(34		)	(41		)	(145		)	(147		)
Gain (loss) on sale of business (a)	—			—			217			(6		)
Loss on extinguishment of debt (a)	(12		)	(71		)	(15		)	(84		)
Other (expense) income, net	(2		)	(1		)	(3		)	1
Total (expense) income	(48		)	(113		)	54			(236		)
Income (loss) before income tax (expense) benefit and equity in net income from unconsolidated investments	11			(55		)	117			(135		)
Income tax (expense) benefit (b)	(5		)	186			29			191
Equity in net income from unconsolidated investments	3			—			6			1
Net income	$	9		$	131		$	152		$	57
Weighted Average Common Shares Outstanding:
Basic	130			130			130			130
Diluted	133			131			132			131
Earnings Per Share:
Basic	$	0.07		$	1.02		$	1.17		$	0.44
Diluted	$	0.07		$	1.01		$	1.15		$	0.44
Cash Dividend Declared Per Share	$	0.25		$	0.25		$	1.00		$	1.00
(a) For additional information, see Exhibit 4 of this Press Release.
(b) The three and twelve months ended December 31, 2017 include a provisional net tax benefit of $183 million ($1.39 and $1.40 per diluted share, respectively) associated with the enactment of the Tax Cuts and Jobs Act of 2017. The enactment of this legislation resulted in an income tax benefit and net income increase of $204 million, primarily due to a one-time revaluation of our net deferred tax liability based on a U.S. federal tax rate of 21%, partially offset by the estimated impact of a one-time transition tax on our unremitted foreign earnings totaling $21 million, which we elected to offset with historical net operating losses. During the twelve months ended December 31, 2018, we completed our analysis and accounting related to this legislation and we recorded an additional $1 million of tax expense related to the one-time transition tax. There was no change to the tax benefit of the one-time revaluation of the net deferred tax liability recorded in 2017.

Covanta Holding Corporation	Exhibit 2
Consolidated Balance Sheets

	As of
	December 31,
	2018			2017
ASSETS	(In millions, except per share amounts)
Current:
Cash and cash equivalents	$	58		$	46
Restricted funds held in trust	39			43
Receivables (less allowances of $8 and $14, respectively)	338			341
Prepaid expenses and other current assets	62			73
Assets held for sale (a)	2			653
Total Current Assets	499			1,156
Property, plant and equipment, net	2,514			2,606
Restricted funds held in trust	8			28
Intangible assets, net	279			287
Goodwill	321			313
Other assets	222			51
Total Assets	$	3,843		$	4,441
LIABILITIES AND EQUITY
Current:
Current portion of long-term debt	$	15		$	10
Current portion of project debt	19			23
Accounts payable	76			151
Accrued expenses and other current liabilities	333			313
Liabilities held for sale (a)	—			540
Total Current Liabilities	443			1,037
Long-term debt	2,327			2,339
Project debt	133			151
Deferred income taxes	378			412
Other liabilities	75			75
Total Liabilities	3,356			4,014
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 shares)	14			14
Additional paid-in capital	841			822
Accumulated other comprehensive loss	(33		)	(55		)
Accumulated deficit	(334		)	(353		)
Treasury stock, at par	(1		)	(1		)
Total Equity	487			427
Total Liabilities and Equity	$	3,843		$	4,441
(a) During the fourth quarter of 2017, our EfW facility in Dublin, Ireland met the criteria to be classified as held for sale.

Covanta Holding Corporation	Exhibit 3
Consolidated Statements of Cash Flow

	Twelve Months Ended December 31,
	2018			2017 (a)
	(Unaudited, in millions)
OPERATING ACTIVITIES:
Net income	$	152		$	57
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization expense	218			215
Amortization of deferred debt financing costs	5			7
(Gain) loss on sale of business (b)	(217		)	6
Impairment charges (b)	86			2
Loss on extinguishment of debt (b)	15			84
Stock-based compensation expense	24			18
Provision for doubtful accounts	2			9
Equity in net income from unconsolidated investments	(6		)	(1		)
Deferred income taxes	(31		)	(193		)
Dividends from unconsolidated investments	13			2
Other, net	(10		)	(13		)
Change in working capital, net of effects of acquisitions and dispositions	(12		)	44
Changes in noncurrent assets and liabilities, net	(1		)	5
Net cash provided by operating activities	238			242
INVESTING ACTIVITIES:
Purchase of property, plant and equipment	(206		)	(277		)
Acquisition of businesses, net of cash acquired	(50		)	(16		)
Proceeds from the sale of assets, net of restricted cash	128			4
Property insurance proceeds	18			8
Payment of indemnification claim from sale of asset	(7		)	—
Investment in equity affiliate	(16		)	—
Other, net	(6		)	(8		)
Net cash used in investing activities	(139		)	(289		)
FINANCING ACTIVITIES:
Proceeds from borrowings on long-term debt	1,165			400
Proceeds from borrowings on revolving credit facility	740			952
Proceeds from insurance premium financing	25			24
Proceeds from borrowing on Dublin project financing	—			643
Payment related to Dublin interest rate swap	—			(17		)
Payments on the Dublin Convertible Preferred	—			(132		)
Payments on long-term debt	(939		)	(415		)
Payments on revolving credit facility	(973		)	(850		)
Payments on equipment financing capital leases	(5		)	(5		)
Payments on project debt	(23		)	(382		)
Payment of deferred financing costs	(16		)	(21		)
Payment of Dublin financing costs	—			(19		)
Cash dividends paid to stockholders	(134		)	(131		)
Payment of insurance premium financing	(24		)	(4		)
Other, net	(5		)	(3		)
Net cash (used in) provided by financing activities	(189		)	40
Effect of exchange rate changes on cash and cash equivalents	1			7
Net (decrease) increase in cash, cash equivalents and restricted cash	(89		)	—
Cash, cash equivalents and restricted cash at beginning of period	194			194
Cash, cash equivalents and restricted cash at end of period	105			194
Less: Cash and cash equivalents of assets held for sale at end of period	—			77
Cash and cash equivalents of continuing operations at end of period	$	105		$	117

(a) As adjusted to reflect the adoption of ASU 2016-18 effective January 1, 2018. As a result of adoption, the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.

(b) For additional information, see Exhibit 4 of this Press Release.

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

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2018			2017			2018			2017
	(Unaudited, in millions)
Net income	$	9		$	131		$	152		$	57
Depreciation and amortization expense	56			60			218			215
Interest expense	34			41			145			147
Income tax expense (benefit)	5			(186		)	(29		)	(191		)
Impairment charges (a)	—			1			86			2
(Gain) loss on sale of business (b)	—			—			(217		)	6
Loss on extinguishment of debt (c)	12			71			15			84
Property insurance recoveries, net	(11		)	—			(18		)	(2		)
Capital type expenditures at client owned facilities (d)	9			19			37			55
Debt service billings (less than) in excess of revenue recognized	(1		)	1			(1		)	5
Business development and transaction costs	(1		)	4			3			5
Severance and reorganization costs	—			—			5			1
Stock-based compensation expense	6			2			24			18
Adjustments to reflect Adjusted EBITDA from unconsolidated investments	7			—			23			—
Other (e)	7			3			14			6
Adjusted EBITDA	$	132		$	147		$	457		$	408
Capital type expenditures at client owned facilities (d)	(9		)	(19		)	(37		)	(55		)
Cash paid for interest, net of capitalized interest	(21		)	(32		)	(136		)	(132		)
Cash paid for taxes, net	—			—			(2		)	—
Equity in net income from unconsolidated investments	(3		)	—			(6		)	(1		)
Adjustments to reflect Adjusted EBITDA from unconsolidated investments	(7		)	—			(23		)	—
Dividends from unconsolidated investments	12			1			13			2
Adjustment for working capital and other	(13		)	49			(28		)	20
Net cash provided by operating activities	$	91		$	146		$	238		$	242

(a) During the year ended December 31, 2018, we identified indicators of impairment associated with certain of our EfW facilities and recorded a non-cash impairment charge of $86 million, to reduce the carrying value of the facilities to their estimated fair value.

(b) During the year ended December 31, 2018, we recorded a $7 million gain on the sale of our equity interests in Koma Kulshan, a $204 million gain on the sale of 50% of our Dublin project to our joint venture with the Green Investment Group Limited and a $6 million gain on the sale of our remaining interests in China.

During the year ended December 31, 2017, we recorded a $6 million charge for indemnification claims related to the sale of our interests in China, which was completed in 2016.  

(c) During the year ended December 31, 2018, we recorded a $3 million loss related to the refinancing of our tax-exempt bonds and a $12 million loss related to the redemption of our redemption of our 6.375% Senior Notes due 2022.

During the year ended December 31, 2017, we recorded a $71 million loss related to our Dublin debt refinancing and a $13 million loss related to the redemption of our 7.25% Senior Notes due 2020.

(d) Adjustment for impact of adoption of FASB ASC 853 - Service Concession Arrangements. These types of capital equipment related expenditures at our service fee operated facilities were historically capitalized prior to adoption of this new accounting standard effective January 1, 2015 and are capitalized at facilities that we own.

(e) 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 Net Cash Provided by Operating Activities to Free Cash Flow

	Three Months Ended December 31,						Twelve Months Ended December 31,						Full Year Estimated 2019
	2018			2017			2018			2017
	(Unaudited, in millions)
Net cash provided by operating activities	$	91		$	146		$	238		$	242		$230 - $260
Add: Changes in restricted funds - operating (a)	(3		)	(17		)	4			1			10
Less: Maintenance capital expenditures (b)	(47		)	(27		)	(142		)	(111		)	(130 - 120)
Free Cash Flow	$	41		$	102		$	100		$	132		$120 - $145
(a) Adjustment for the impact of the adoption of ASU 2016-18 effective January 1, 2018. As a result of adoption, the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, changes in restricted funds are eliminated in arriving at net cash, cash equivalents and restricted funds provided by operating activities.
(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,
	2018			2017			2018			2017
Maintenance capital expenditures	$	(47	)	$	(27	)	$	(142	)	$	(111	)
Net maintenance capital expenditures paid but incurred in prior periods	9			5			(1		)	5
Capital expenditures associated with construction of Dublin EfW facility	—			(26		)	(22		)	(117		)
Capital expenditures associated with the New York City MTS contract	(4		)	—			(13		)	—
Capital expenditures associated with organic growth initiatives	(6		)	(7		)	(24		)	(37		)
Total capital expenditures associated with growth investments (c)	(10		)	(33		)	(59		)	(154		)
Capital expenditures associated with property insurance events	—			(4		)	(4		)	(17		)
Total purchases of property, plant and equipment	$	(48	)	$	(59	)	$	(206	)	$	(277	)
(c) Total growth investments represents investments in growth opportunities, including organic growth initiatives, technology, business development, and other similar expenditures.
Capital expenditures associated with growth investments	$	(10	)	$	(33	)	$	(59	)	$	(154	)
UK business development projects	(1		)	(1		)	(5		)	(3		)
Investment in equity affiliate	(16		)	—			(16		)	—
Asset and business acquisitions, net of cash acquired	—			—			(50		)	(17		)
Total growth investments	$	(27	)	$	(34	)	$	(130	)	$	(174	)

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

	Three Months Ended December 31,						Twelve Months Ended December 31,
	2018			2017			2018			2017
	(Unaudited)
Diluted Earnings Per Share:	$	0.07		$	1.01		$	1.15		$	0.44
Reconciling Items (a)	(0.03		)	(0.92		)	(1.25		)	(0.81		)
Adjusted EPS	$	0.04		$	0.09		$	(0.10	)	$	(0.37	)
(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 December 31,						Twelve Months Ended December 31,
	2018			2017			2018			2017
	(Unaudited) (In millions, except per share amounts)
Reconciling Items
Impairment charges (a)	$	—		$	1		$	86		$	2
(Gain) loss on sale of business (a)	—			—			(217		)	6
Property insurance recoveries, net	(11		)	—			(18		)	(2		)
Severance and reorganization costs	—			—			5			1
Loss on extinguishment of debt (a)	12			71			15			84
Effect of foreign exchange loss on indebtedness	2			—			3			(2		)
Other	(1		)	1			(1		)	1
Total Reconciling Items, pre-tax	2			73			(127		)	90
Pro forma income tax impact (b)	(1		)	1			(19		)	(4		)
Impact of New Jersey state tax law change	(5		)	—			(19		)	—
Grantor trust activity	—			(11		)	—			(9		)
Impact of federal tax reform rate change (c)	—			(204		)	—			(204		)
Transition tax (c)	—			21			—			21
Total Reconciling Items, net of tax	$	(4	)	$	(120	)	$	(165	)	$	(106	)
Diluted Per Share Impact	$	(0.03	)	$	(0.92	)	$	(1.25	)	$	(0.81	)
Weighted Average Diluted Shares Outstanding	133			131			132			131
(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 of 21% for 2018 and 35% for 2017 and applicable state rates.
(c) For additional information, see Exhibit 1 - Note (b) of this Press Release.

Covanta Holding Corporation				Exhibit 7
Supplemental Information
(Unaudited, $ in millions)
	Twelve Months Ended December 31,
	2018			2017
REVENUE:
Waste and service revenue:
EfW tip fees	$	624		$	572
EfW service fees	424			393
Environmental services (a)	141			129
Municipal services (b)	207			194
Other (c)	38			42
Intercompany (d)	(107		)	(99		)
Total waste and service	1,327			1,231
Energy revenue:
Energy sales	291			288
Capacity	52			46
Total energy	343			334
Recycled metals revenue:
Ferrous	58			48
Non-ferrous	37			34
Total recycled metals	95			82
Other revenue (e)	103			105
Total revenue	$	1,868		$	1,752
OPERATING EXPENSE:
Plant operating expense:
Plant maintenance	$	299		$	311
Other plant operating expense	1,023			960
Total plant operating expense	1,321			1,271
Other operating expense	65			51
General and administrative	115			112
Depreciation and amortization	218			215
Impairment charges	86			2
Total operating expense	$	1,805		$	1,651
Operating income	$	63		$	101
Plus: impairment charges	86			2
Operating income excluding impairment charges	$	149		$	103
(a) Includes the operation of material processing facilities and related services provided by our Covanta Environmental Solutions business.
(b) Consists of transfer stations and the transportation component of our NYC Marine Transfer Station contract.
(c) Includes waste brokerage, debt service and other revenue not directly related to EfW waste processing activities.
(d) Consists of elimination of intercompany transactions primarily relating to transfer stations.
(e) Consists primarily of construction revenue.
Note: Certain amounts may not total due to rounding.

Covanta Holding Corporation																		Exhibit 8
Revenue and Operating Income Changes - FY 2017 to FY 2018
(Unaudited, $ in millions)
									Contract Transitions (b)
	FY 2017			Organic Growth (a)			%		Waste			PPA			Transactions (c)				Total Changes			FY 2018
REVENUE:
Waste and service:
EfW tip fees	$	572		$	58		10.1	%	$	4		$	—		$	(10	)		$	52		$	624
EfW service fees	393			3			0.9	%	(15		)	—			43				31			424
Environmental services	129			11			8.3	%	—			—			1				12			141
Municipal services	194			13			6.9	%	—			—			—				13			207
Other	42			(4		)	(10.3	)%	—			—			—				(4		)	38
Intercompany	(99		)	(8		)			—			—			—				(8		)	(107		)
Total waste and service	1,231			72			5.9	%	(11		)	—			34				96			1,327
Energy revenue:
Energy sales	288			20			6.8	%	2			(12		)	(6		)		3			291
Capacity	46			2			5.4	%	(3		)	7			(1		)		6			52
Total energy	334			21			6.3	%	(1		)	(5		)	(6		)		9			343
Recycled metals:
Ferrous	48			10			21.9	%	—			—			—				10			58
Non-ferrous	34			3			8.4	%	—			—			—				3			37
Total recycled metals	82			13			16.2	%	—			—			1				13			95
Other revenue	105			2			1.8	%	(4		)	—			—				(2		)	103
Total revenue	$	1,752		$	108		6.2	%	$	(16	)	$	(5	)	$	29			$	116		$	1,868
OPERATING EXPENSE:
Plant operating expense:
Plant maintenance	$	311		$	(15	)	(5.0	)%	$	(4	)	$	—		$	7			$	(12	)	$	299
Other plant operating expense	960			47			4.9	%	(8		)	—			23				63			1,023
Total plant operating expense	1,271			31			2.4	%	(11		)	—			31				50			1,321
Other operating expense	51			6					7			—			—				14			65
General and administrative	112			3					—			—			—				3			115
Depreciation and amortization	215			6					—			—			(3		)		3			218
Total operating expense(d)	$	1,649		$	47				$	(5	)	$	—		$	28			$	71		$	1,720
Operating income (loss) (d)	$	103		$	62				$	(11	)	$	(5	)	$	—			$	45		$	148
(a) Reflects the performance at each facility 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 and the addition or loss of operating contracts.
(d) Excludes impairment charges
Note: Certain amounts may not total due to rounding

EfW Operating Metrics (Unaudited)																									Exhibit 9
	Three Months Ended												Year Ended			Three Months Ended												Year Ended
	Mar 31,			Jun 30,			Sep 30,			Dec 31,			Dec 31,			Mar 31,			Jun 30,			Sep 30,			Dec 31,			Dec 31,
	2018			2018			2018			2018			2018			2017			2017			2017			2017			2017
EfW Waste
Tons: (in millions)
Tip fee - contracted	2.08			2.32			2.25			2.27			8.92			1.85			2.04			1.99			2.08			7.96
Tip fee - uncontracted	0.65			0.44			0.46			0.53			2.08			0.57			0.47			0.50			0.52			2.06
Service fee	2.11			2.31			2.37			2.75			9.54			2.14			2.25			2.20			2.06			8.65
Total tons	4.84			5.07			5.08			5.55			20.54			4.56			4.76			4.68			4.66			18.67
EfW tip fee per ton:
Contracted	$	53.33		$	51.52		$	52.36		$	51.72		$	52.20		$	48.68		$	54.05		$	52.75		$	58.30		$	52.87
Uncontracted	$	65.38		$	84.05		$	80.27		$	78.58		$	75.97		$	68.45		$	76.02		$	73.98		$	71.35		$	72.25
Average revenue per ton	$	56.20		$	56.68		$	57.13		$	56.78		$	56.70		$	54.11		$	57.13		$	57.03		$	60.06		$	57.11
EfW Energy
Energy sales: (MWh in millions)
Contracted	0.52			0.52			0.53			0.55			2.12			0.59			0.59			0.63			0.65			2.45
Hedged	0.75			0.81			0.77			0.76			3.09			0.61			0.67			0.66			0.76			2.71
Market	0.33			0.30			0.33			0.36			1.32			0.22			0.17			0.20			0.22			0.80
Total energy sales	1.60			1.62			1.62			1.67			6.52			1.42			1.43			1.49			1.63			5.97
Market sales by geography:
PJM East	0.2			0.1			0.1			0.2			0.6			0.1			—			—			—			0.2
NEPOOL	—			0.1			0.1			0.1			0.2			—			0.1			0.1			—			0.2
NYISO	—			—			—			—			0.1			—			—			—			—			0.1
Other	0.1			0.1			0.1			0.1			0.3			0.1			0.1			0.1			0.1			0.3
Revenue per MWh: (excludes capacity)
Contracted	$	67.86		$	64.81		$	65.41		$	68.21		$	66.59		$	70.85		$	67.70		$	66.58		$	72.23		$	69.36
Hedged	$	50.07		$	25.99		$	28.24		$	27.89		$	32.88		$	47.76		$	29.02		$	32.25		$	32.11		$	34.92
Market	$	44.08		$	30.86		$	33.66		$	38.98		$	37.12		$	24.44		$	27.80		$	25.79		$	36.94		$	28.84
Average revenue per MWh	$	54.56		$	39.28		$	41.48		$	43.58		$	44.68		$	53.76		$	44.83		$	45.83		$	48.69		$	48.26
Metals
Tons recovered, net: (in thousands)
Ferrous	101.9			106.6			111.4			104.2			424.0			95.4			97.7			97.8			104.6			395.5
Non-ferrous	11.1			11.7			12.9			13.6			49.3			8.9			9.3			10.3			9.8			38.3
Tons sold, net: (in thousands)
Ferrous	76.6			81.4			89.8			85.1			332.8			60.0			68.4			80.9			92.4			301.7
Non-ferrous	7.5			7.0			6.8			9.2			30.6			9.3			4.7			8.3			9.0			31.3
Revenue per ton: ($ in millions)
Ferrous	$	193		$	182		$	159		$	162		$	173		$	169		$	152		$	158		$	151		$	157
Non-ferrous	$	1,192		$	1,432		$	1,360		$	971		$	1,218		$	615		$	892		$	1,201		$	1,570		$	1,088
EfW plant operating expenses: ($ in millions)
Plant operating expenses - gross	$	282		$	264		$	240		$	271		$	1,057		$	275		$	254		$	232		$	264		$	1,025
Less: Client pass-through costs	(14		)	(12		)	(12		)	(19		)	(57		)	(10		)	(13		)	(14		)	(22		)	(59		)
Less: REC sales - contra-expense	(3		)	(3		)	(4		)	(4		)	(12		)	(3		)	(2		)	(3		)	(5		)	(13		)
Plant operating expenses - reported	$	266		$	250		$	224		$	248		$	988		$	262		$	239		$	215		$	237		$	953
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 financial 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 additional ways of viewing aspects of operations that, when viewed with the GAAP results provide a more complete understanding of our core business. As we define it, Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income including the effects of impairment losses, gains or losses on sales, dispositions or retirements of assets, adjustments to reflect the Adjusted EBITDA from our unconsolidated investments, adjustments to exclude significant unusual or non-recurring items that are not directly related to our operating performance plus adjustments to capital type expenses for our service fee facilities in line with our credit agreements. We adjust for these items in our Adjusted EBITDA as our management believes that these items would distort their ability to efficiently view and assess our core operating trends. As larger parts of our business are conducted through unconsolidated investments that we do not control, we adjust EBITDA for our proportionate share of the entities depreciation and amortization, interest expense and taxes in order to improve comparability to the Adjusted EBITDA of our wholly owned entities.

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the year endedDecember 31, 2018 and 2017, 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 projections of the proportional contribution of our interests in the JV to our Adjusted EBITDA and Free Cash Flow are not based on GAAP net income/loss or Cash flow provided by operating activities, respectively, and are anticipated to be adjusted to exclude the effects of events or circumstances in 2018 that are not representative or indicative of our results of operations and that are not currently determinable. Due to the uncertainty of the likelihood, amount and timing of any such adjusting items, we do not have information available to provide a quantitative reconciliation of projected net income/loss to an Adjusted EBITDA projection.

Free Cash Flow

Free Cash Flow is defined as cash flow provided by operating activities, plus changes in operating restricted funds, 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 year endedDecember 31, 2018 and 2017, 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 year endedDecember 31, 2018 and 2017, 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 may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (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 of Covanta and the JV 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 Covanta's ability to renew or replace expiring contracts at comparable prices and with other acceptable terms;

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

• 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 Covanta's facilities and Covanta's ability to retain the rights to operate facilities Covanta does not own;

• Covanta's and the joint ventures ability to avoid adverse publicity or reputational damage relating to its business;

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

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

• Covanta's ability to utilize net operating loss carryforwards;

• limits of insurance coverage;

• Covanta's ability to avoid defaults under its long-term contracts;

• performance of third parties under its 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 Covanta's existing indebtedness and its ability to perform its financial obligations and guarantees and to refinance its existing indebtedness;

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

• the scalability of its business;

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

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

• Covanta's and the joint ventures 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 Covanta's businesses described periodic securities filings by Covanta with the SEC.

Although Covanta believes that its plans, cost estimates, returns on investments, 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 and the joint ventures 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.

EX-99.2

Fourth Quarter 2018 Earnings Conference Call NYSE: CVA February 14, 2019

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 may constitute “forward-looking” statements as defined in Section 27A of the Securities Act of 1933, as amended (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 assumptions and other 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: the risks and uncertainties affecting Covanta's business described in periodic securities filings by Covanta with the SEC. Important factors, risks, and uncertainties that could cause actual results of Covanta and the JV 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 Covanta's ability to renew or replace expiring contracts at comparable prices and with other acceptable terms; adoption of new laws and regulations in the United States and abroad, including energy laws, tax laws, environmental laws, labor laws and healthcare laws; 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 Covanta's facilities and Covanta's ability to retain the rights to operate facilities Covanta does not own; Covanta's and the joint ventures ability to avoid adverse publicity or reputational damage relating to its business; difficulties in the financing, development and construction of new projects and expansions, including increased construction costs and delays; Covanta's ability to realize the benefits of long-term business development and bear the costs of business development over time; Covanta's ability to utilize net operating loss carryforwards; limits of insurance coverage; Covanta's ability to avoid defaults under its long-term contracts; performance of third parties under its 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 Covanta's existing indebtedness and its ability to perform its financial obligations and guarantees and to refinance its existing indebtedness; exposure to counterparty credit risk and instability of financial institutions in connection with financing transactions; the scalability of its business; restrictions in its certificate of incorporation and debt documents regarding strategic alternatives; failures of disclosure controls and procedures and internal controls over financial reporting; Covanta's and the joint ventures 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 Covanta's businesses described periodic securities filings by Covanta with the SEC. Although Covanta believes that its plans, cost estimates, returns on investments, 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 and the joint ventures 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 2019 and future periods are as of February 14, 2019. 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. 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 this release, 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 or divestiture candidates, and highlight trends in the overall business. Note: Throughout this presentation, certain amounts may not total due to rounding. 2 February 14, 2019

2018 Financial Summary (Unaudited) FY 2019 (in millions, except per share amounts) FY 2018 FY 2017 Guidance(1) Revenue $1,868 $1,752 Adjusted EBITDA $457 $408 $440 - $465 Net cash provided by operating activities $238 $242 Free Cash Flow $100 $132 $120 - $145 Diluted EPS $1.15 $0.44 Adjusted EPS $(0.10) $(0.37) 1) Guidance as of February 14, 2019. 3 February 14, 2019

Business and Strategic Highlights ü Record plant operating performance in 2018 ◦ 20.4 million tons processed ◦ Best safety and environmental performance in the company's history ü Waste business strong ◦ MSW tip fee growth running over 3% ◦ EfW profiled waste up 10% in 2018 ◦ Manhattan MTS start-up expected in Q2 2019 ü Energy exposure well-managed ◦ Revenue 85% hedged or contracted for 2019 ◦ No material contract expirations until 2024 ü Advancing capabilities in metals and ash management ◦ Continued record material recoveries ◦ Combating weak non-ferrous market with better ash separation / sales mix ◦ Began construction of first Total Ash Processing System ("TAPS") ü Plant maintenance ◦ Executing on plan for 2018 / 2019 ◦ Long-term trajectory unchanged ü Optimizing North America portfolio ◦ Amended Long Beach contract to expand opportunities and reduce risk ◦ Acquired Palm Beach operating contracts in accretive transaction ◦ Non-core asset sales in progress ü UK project development pipeline ◦ Reached financial close on Earls Gate project with Green Investment Group ◦ Rookery permit challenge denied by UK High Court in Q4 2018 ◦ Protos operating permit received in Q1 2019 4 February 14, 2019

Financial Overview 5 February 14, 2019

Revenue: 2018 vs. 2017 (1) (2) 1) Includes waste and service revenue, energy and metals volume, metals processing, and construction activity. 2) Energy price includes capacity payments. 6 February 14, 2019

Adjusted EBITDA: 2018 vs. 2017 (1) (2) 1) Includes waste and service revenue, energy and metals volume, metals processing, plant operating costs, construction activity, insurance proceeds, and overhead. 2) Energy price includes capacity payments, and RECs. 7 February 14, 2019

Free Cash Flow: 2018 vs. 2017 (1) 1) Includes capital type expenditures at client owned facilities. 8 February 14, 2019

Growth Investment Outlook FY 2019 (Unaudited, in millions) FY 2018 Outlook Organic growth investments (1) $23 $25 New York City MTS contract 13 20 Total Ash Processing System 1 15 UK investments (2) 21 10 Acquisitions 50 - Dublin facility construction 22 - Total growth investments $130 ~$70 Proceeds from asset sales (3) $198 - Note: 2019 outlook for acquisitions, UK investments and proceeds from asset sales to be updated as transactions are completed. 1) Organic growth programs are focused primarily on growing waste, energy, and metal revenue generated by our existing assets. 2) Includes early site work for Rookery and investments and premium paid on Earls Gate. 3) Includes gross cash received for sales and premiums received for development projects. 9 February 14, 2019

Capitalization Summary (Face value; unaudited, in millions) 12/31/2018 12/31/2017 12/31/2016 Cash and Cash Equivalents $58 $46 $84 Corporate Debt: Secured $671 $705 $608 Unsecured 1,694 1,664 1,664 Total Corporate Debt $2,365 $2,369 $2,272 Project Debt 150 171 406 Total Debt $2,515 $2,540 $2,678 Net Debt (1) $2,438 $2,469 $2,547 Stockholders’ Equity $487 $427 $469 Credit Ratios: Consolidated Leverage Ratio (1) 5.6x 6.4x 6.2x Senior Credit Facility Leverage Ratio (2) 2.2x 3.6x 3.0x 1) Consolidated Leverage Ratio is equal to net debt, calculated as total principal amount of debt outstanding less cash and cash equivalents, debt service principal-related restricted funds ($16 million at December 31, 2018) and escrowed construction financing proceeds ($3 million at December 31, 2018) divided by Adjusted EBITDA, excluding Dublin project proportional Adjusted EBITDA but including dividends from the Dublin project. 2) Leverage ratio as calculated for senior credit facility covenant. Effectively represents leverage at Covanta Energy, LLC and subsidiaries and ratio is proforma for acquisitions. 10 February 14, 2019

Adjusted EBITDA: 2019E vs. 2018 (1) (3) (2) 1) Includes waste and service revenue, energy and metals volume, metals processing, plant operating costs, construction activity, insurance proceeds, and overhead. 2) Energy price includes capacity payments and RECs. 3) Includes Palm Beach, and Manhattan marine transfer station. 11 February 14, 2019

Adjusted EBITDA Trajectory (Unaudited) Adjusted EBITDA As Further Adjusted for Fairfax Insurance Timing $ in millions $ in millions (2) 2016 2017 2018 2019 Adjusted EBITDA as Reported $410 $408 $457 $453 Fairfax Insurance Timing (1) — 17 (17) — As Further Adjusted for Fairfax Insurance Timing $410 $425 $440 $453 1) Redistributes business interruption insurance recoveries related to the Fairfax facility from the year in which they were received to the year in which they would have been earned as Adjusted EBITDA had the event not occurred. 2) 2019E Adjusted EBITDA is shown at the midpoint of the guidance range. 12 February 14, 2019

Free Cash Flow: 2019E vs. 2018 (1) 1) Includes capital type expenditures at client owned facilities. 13 February 14, 2019

Appendix 14 February 14, 2019

Waste Update (Unaudited) • Client and New Business Activity (in millions, except price) 2018A 2017A 2019E ▪ Extended Huntington service contract to 2024 Waste & Service Revenue: ▪ Extended Montgomery service contract to 2026 EfW Tip Fees $624 $572 $610 - $630 ▪ Amended Long Beach service contract EfW Service Fees 424 393 470 - 480 • 2018 revenue drivers vs. 2017: Environmental Services 141 129 145 - 150 ▪ Same store EfW tip fee revenue: Municipal Services 207 194 215 - 220 ◦ Price up $20 million (3.5%) Other 38 42 35 ◦ Volume up $38 million Intercompany (107) (99) (110) ▪ EfW profiled waste revenue grew 10% Total $1,327 $1,231 $1,365 - $1,405 ▪ Environmental services increased 8% same store EfW Tons: (1) • Trends and outlook: Tip Fee Contracted 8.9 8.0 8.5 - 8.7 ▪ Tip fee volumes to decline modestly on fleet optimization Tip Fee Uncontracted 2.1 2.1 2.0 ▪ Expect over 3% same store tip fee price growth Service Fee 9.5 8.6 10.7 - 10.8 ▪ Service fee revenue growth driven by Palm Beach Total 20.5 18.7 21.2 - 21.5 ▪ Covanta Environmental Solutions growth driven by: EfW Tip Fee Revenue/Ton: ◦ Profiled waste ◦ Regulated medical waste Contracted $52.20 $52.87 ◦ Expanded capacity at material processing facilities Uncontracted $75.97 $72.25 ▪ New York City MTS to drive Municipal Services growth, Average Tip Fee $56.70 $57.11 $58 - $59 net of impact of divested transfer stations 1) Excludes liquid waste. 15 February 14, 2019

Energy Update (Unaudited) • 2018 revenue drivers vs. 2017: (in millions, except price) 2018A 2017A 2019E ▪ Energy revenue, including capacity, increased Energy Revenue: $21 million on a same store basis Energy Sales $291 $288 $270 - $290 ◦ Energy price down $6 million Capacity 52 46 40 ◦ Energy volume up $25 million ▪ PPA expirations and waste contract transitions, net of Total $343 $334 $310 - $330 higher revenue share and new capacity revenue, MWh Sold: reduced energy revenue by $6 million Contracted 2.1 2.5 2.0 • Trends and outlook: Hedged 3.1 2.7 2.8 ▪ Energy sales modestly lower in 2019 Market 1.3 0.8 1.5 - 1.7 ◦ Volumes slightly lower due to fleet optimization Total 6.5 6.0 6.3 - 6.5 ◦ Hedged prices improved vs. 2018 Revenue per MWh: (1) ◦ Forward curve for market is below 2018 Contracted $66.59 $69.36 $65 - $66 ◦ No meaningful contract transitions until 2024 ▪ Hedge activity: Hedged $32.88 $34.92 ~$35 ◦ 1.6 million MWh exposed in 2019 Market $37.12 $28.84 $25 - $37 ◦ 600,000 MWh already hedged for 2020 Average $44.68 $48.26 $42 - $45 1) Excludes capacity revenue. 16 February 14, 2019

Long-term Outlook: Energy Detail (Unaudited, in millions, except price) 2017A 2018A 2019E 2020E 2021E 2022E 2023E MWh Sold – CVA Share: Contracted 2.5 2.1 2.0 2.0 2.0 2.0 1.9 Hedged 2.7 3.1 2.8 0.6 - - - Market 0.8 1.3 1.6 3.8 4.5 4.5 4.6 Total MWh Sold 6.0 6.5 6.4 6.5 6.5 6.5 6.5 Market Sales (MWh) by Geography: PJM East 0.2 0.6 0.8 2.2 2.7 2.7 2.7 NEPOOL 0.2 0.2 0.4 1.1 1.1 1.2 1.2 NYISO 0.1 0.1 0.1 0.2 0.2 0.3 0.3 Other 0.3 0.3 0.3 0.4 0.4 0.4 0.5 Total Market Sales 0.8 1.3 1.6 3.8 4.5 4.5 4.6 Revenue per MWh: (1) Contracted $69.36 $66.59 ~$65 Hedged $34.92 $32.88 ~$35 Market $28.84 $37.12 ~$31 Average Revenue per MWh $48.26 $44.68 ~$43 Capacity Revenue (2) $46 $52 ~$40 ~$40 ~$40 • Note: Production estimates for 2020 - 2023 are approximated based on historical operating performance and expected contract structures Note: hedged generation as presented above reflects only existing hedges. 1) Excludes capacity revenue. 2) Capacity revenue is approximate and includes bilateral agreements and only represents full year periods in which auctions have already settled. 17 February 14, 2019

Recycled Metals Update (Unaudited) ($ in millions, except price; • 2018 revenue drivers vs. 2017: tons in thousands) 2018A 2017A 2019E ▪ Ferrous: Metals Revenue: ◦ Realized pricing up $5 million Ferrous $58 $48 $50 - $60 ◦ Sales volume up $6 million Non-Ferrous 37 34 50 - 60 ▪ Non-ferrous: ◦ Realized pricing up $5 million on improved mix Total $95 $82 $100 - $120 ◦ Sales volume down $2 million due to reduced Tons Recovered: volumes after processing and shipment timing Ferrous 424 396 440 - 450 • Trends and outlook: Non-Ferrous 49 38 50 - 55 ▪ Continued growth in metal recovery Tons Sold: ▪ Ferrous prices stable with HMS pricing at $298 per ton in February Ferrous 333 302 370 - 380 ▪ Non-ferrous outlook improved in 2019 Non-Ferrous 31 31 35 - 40 ◦ Improved separation and sales of higher value Revenue per Ton Sold: metals to more than offset lower pricing for scrap aluminum Ferrous $173 $157 $130 - $160 Non-Ferrous $1,218 $1,088 $1,400 - $1,500 Average HMS index price (1) $328 $268 $250 - $300 Average Old Cast Aluminum (2) $0.57 $0.61 ~$0.46 1) 2018 and 2017 average #1 Heavy Melt Steel composite index ($ / gross ton) as published by American Metal Market. 2) 2018 and 2017 average Old Cast Aluminum Scrap ($ / pound) calculated using the high price as published by American Metal Market. 18 February 14, 2019

Maintenance and Operating Expenses (Unaudited) (in millions) 2018A 2017A 2019E • 2018 summary: Plant Maintenance Expense: ▪ Total EfW maintenance spend on plan EfW $290 $302 $300 - $310 ▪ Other Plant Operating Expense drivers: Other 9 8 ◦ EfW: Dublin and Palm Beach Total $299 $311 ◦ Non-EfW: CES growth and metals processing • $35 million in Fairfax insurance recoveries (contra expense) in Other Operating Expense in 2018 Maintenance Capex: ◦ $17 million in business interruption EfW $114 $94 $105 - $115 ◦ $18 million in property coverage (does not impact Other 28 16 15 Adjusted EBITDA) Total $142 $111 $120 - $130 • Trends and outlook: Total EfW Maintenance Spend $404 $397 $405 - $425 ▪ 2019 total EfW maintenance spend driven by: ◦ Inclusion of Palm Beach, net of facility closures Other Plant Operating Expense: ◦ Greater mix of expense vs. capex EfW $698 $650 ▪ Other Plant Operating Expense drivers: Other 325 310 ◦ EfW: Palm Beach acquisition Total $1,022 $960 ◦ Non-EfW: CES growth and NYC MTS Other Operating Expense $65 $51 19 February 14, 2019

Non-GAAP Reconciliation: Adjusted EBITDA Q4 Full Year (Unaudited, in millions) 2018 2017 2018 2017 Net Income $9 $131 $152 $57 Depreciation and amortization expense 56 60 218 215 Interest expense 34 41 145 147 Income tax expense (benefit) 5 (186) (29) (191) Impairment charges — 1 86 2 Debt service billings (less than) in excess of revenue recognized (1) 1 (1) 5 Severance and reorganization costs — — 5 1 Stock-based compensation expense 6 2 24 18 Capital type expenditures at client owned facilities (1) 9 19 37 55 (Gain) loss on sale of business — — (217) 6 Loss on extinguishment of debt 12 71 15 84 Business development and transaction costs, net (1) 4 3 5 Property insurance recoveries, net (11) — (18) (2) Adjustments to reflect Adjusted EBITDA from unconsolidated investments (2) 7 — 23 — Other 7 3 14 6 Total adjustments 123 16 305 351 Adjusted EBITDA $132 $147 $457 $408 1) Adjustment for impact of adoption of FASB ASC 853 – Service Concession Arrangements. 2) Adjustment beginning in 2018 to the Equity in Income from unconsolidated investments to adjust for the proportional impact of depreciation & amortization, interest expense, and taxes at the unconsolidated subsidiary (Proportional Adjusted EBITDA). 20 February 14, 2019

Non-GAAP Reconciliation: Adjusted EBITDA and Free Cash Q4 Full Year Full Year (Unaudited, in millions) 2018 2017 2018 2017 Estimated 2019 (1) Adjusted EBITDA $132 $147 $457 $408 $440 - $465 Cash paid for interest, net of capitalized interest (21) (32) (136) (132) (140) Cash paid for taxes, net — — (2) — (5) Capital type expenditures at client owned facilities (2) (9) (19) (37) (55) (40) Equity in net income from unconsolidated investments (3) — (6) (1) (5) - (10) Adjustments to reflect Adjusted EBITDA from unconsolidated investments (3) (7) — (23) — (20) - (25) Dividends from unconsolidated investments 12 1 13 2 10 Adjustment for working capital and other (13) 49 (28) 20 (10) - 10 Net cash provided by operating activities $91 $146 $238 $242 $230 - $260 Changes in restricted funds - operating (4) (3) (17) 4 1 10 Maintenance capital expenditures (47) (27) (142) (111) (130 - 120) Free Cash Flow $41 $102 $100 $132 $120 - $145 1) Guidance as of February 14, 2019. 2) Adjustment for impact of adoption of FASB ASC 853 – Service Concession Arrangements. 3) Adjustment beginning in 2018 to reconcile the Equity in Income from unconsolidated investments to Proportional Adjusted EBITDA. 4) Adjustment for the impact of the adoption of ASU 2016-18 effective January 1, 2018. As a result of adoption, the statement of cash flows explains the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, changes in restricted funds are eliminated in arriving at net cash, cash equivalents, and restricted funds provided by operating activities. 21 February 14, 2019

Non-GAAP Reconciliation: Adjusted EPS Q4 Full Year (Unaudited, in millions, except per share amounts) 2018 2017 2018 2017 Diluted Earnings Per Share: $0.07 $1.01 $1.15 $0.44 Reconciling Items (0.03) (0.92) (1.25) (0.81) Adjusted EPS $0.04 $0.09 $(0.10) $(0.37) Reconciling Items Impairment charges $— $1 $86 $2 Severance and reorganization costs — — 5 1 Loss on extinguishment of debt 12 71 15 84 Property insurance recoveries (11) — (18) (2) Effect of foreign exchange loss on indebtedness 2 — 3 (2) (Gain) loss on sale of business — — (217) 6 Other (1) 1 (1) 1 Total Reconciling Items, pre-tax 2 73 (127) 90 Pro forma income tax impact (1) 1 (19) (4) Impact of New Jersey state tax law change (5) — (19) — Grantor trust activity — (11) — (9) Impact of federal tax reform change — (204) — (204) Transition tax — 21 — 21 Total Reconciling Items, net of tax (4) (120) (165) (106) Diluted Per Share Impact $(0.03) $(0.92) $(1.25) $(0.81) Diluted Weighted Average Shares Outstanding 133 131 132 131 22 February 14, 2019

Non-GAAP Financial Measures Free Cash Flow Free Cash Flow is defined as cash flow provided by operating activities, plus changes in restricted funds - operating, 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 criteria of liquidity and for 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 year ended and three months ended December 31, 2018 and 2017 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 additional ways of viewing aspects of operations that, when viewed with the GAAP results provide a more complete understanding of our core business. As we define it, Adjusted EBITDA represents earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income including the effects of impairment losses, gains or losses on sales, dispositions or retirements of assets, adjustments to reflect the Adjusted EBITDA from our unconsolidated investments, adjustments to exclude significant unusual or non-recurring items that are not directly related to our operating performance plus adjustments to capital type expenses for our service fee facilities in line with our credit agreements. We adjust for these items in our Adjusted EBITDA as our management believes that these items would distort their ability to efficiently view and assess our core operating trends. As larger parts of our business are being conducted through unconsolidated entities that we do not control, we are adjusting for our proportionate share of the entities depreciation and amortization, interest expense and taxes in order to improve comparability to the Adjusted EBITDA of our wholly owned entities. In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the year ended and three months ended December 31, 2018 and 2017, 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 projections of the proportional contribution of our interests in the JV to our Adjusted EBITDA and Free Cash Flow are not based on GAAP net income/loss or cash flow provided by operating activities, respectively, and are anticipated to be adjusted to exclude the effects of events or circumstances in 2018 that are not representative or indicative of our results of operations and that are not currently determinable. Due to the uncertainty of the likelihood, amount and timing of any such adjusting items, we do not have information available to provide a quantitative reconciliation of 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 year ended and three months ended December 31, 2018 and 2017, reconciled for each such period to diluted income per share, which is believed to be the most directly comparable measure under GAAP. 23 February 14, 2019