Covanta Holding Corporation Reports 2012 Full Year and Fourth Quarter Results

Projecting 5% Adjusted EBITDA Growth for 2013


MORRISTOWN, NJ -- (Marketwire) -- 02/06/13 -- Covanta Holding Corporation (NYSE: CVA) ("Covanta" or the "Company"), a leading global owner and operator of Energy-from-Waste ("EfW") projects, reported financial results today for the three and twelve months ended December 31, 2012.


                                                    Full Year
                                     ---------------------------------------
                                                                   2012
Continuing Operations                    2011        2012      Guidance(1)
                                     ----------- ----------- ---------------

                                      (Unaudited, $ in millions, except per
                                                  share amounts)
Revenue                              $     1,650 $     1,644             N/A
Income from Continuing Operations    $        84 $       118             N/A
Adjusted EBITDA                      $       494 $       492 $   490 - $ 500
Free Cash Flow                       $       282 $       262 $   250 - $ 265
Adjusted EPS                         $      0.54 $      0.52 $ 0.50 - $ 0.55


(1) As of November 7, 2012.

Key Full Year 2012 Highlights:

  • Record year in terms of EfW Boiler availability;
  • Signed $2.5 billion of waste and energy contracts with average term of 12 years -- secured two million tons of waste and 750,000 MWh of generation per year;
  • Acquired ~2,700 ton per day Delaware Valley EfW facility; immediately accretive to key metrics;
  • Successfully refinanced $1.9 billion in debt, creating substantial financial flexibility;
  • Honolulu EfW project expansion successfully commenced commercial operation; and
  • Doubled dividend to $0.60/share annually; shareholder returns totaled $169 million.

Commenting on Covanta's 2012 results, Anthony Orlando, Covanta's President and CEO stated, "I'm pleased with both our 2012 operating performance and the execution of organic growth initiatives. This good work enabled us to offset the drop in energy and metals markets, as well as the impact of Hurricane Sandy. We also had a great year extending long-term waste and energy contracts. Our contracted revenue base, combined with our continued investment in organic growth initiatives, positions us to grow in the coming year. Our guidance calls for 5% Adjusted EBITDA growth in 2013, and maintaining our strong Free Cash Flow. Our focus is on investing in the business for the long-term, and we see a number of exciting opportunities that will allow us to grow this year and beyond."

Full Year 2012 Results
For the twelve months ended December 31, 2012, total operating revenues declined slightly to $1,644 million from $1,650 million in 2011. This was primarily due to the negative impacts of:

  • Lower revenues earned explicitly to service project debt;
  • Lower pricing for energy at EfW facilities and recycled metals; and
  • Hurricane Sandy impact, as certain facilities were briefly forced off-line.

These impacts were substantially offset by:

  • Organic growth initiatives in special waste, recycled metals and other;
  • Escalations in service fee contracts; and
  • New units coming online.

Excluding certain items(2), operating expenses were $1,420 million for 2012 compared to $1,427 million for 2011. The $7 million decrease was primarily due to:

  • The benefits from various operational improvements.

Offset by:

  • Expenses related to Hurricane Sandy for repairs at facilities; and
  • Lower alternative fuel tax credits.

Excluding the items noted above, and the net operating income negative effect of Hurricane Sandy of $9 million in 2012, operating income was $233 million for the year ended December 31, 2012, or an increase of $10 million compared to the prior year period. Operating income improved due to:

  • Organic growth initiatives; and
  • New units coming online.

Partially offset by:

  • Lower debt service pass through revenue;
  • Lower pricing for EfW energy and recycled metal; and
  • Lower alternative fuel tax credits.

Adjusted EBITDA declined $2 million to $492 million primarily due to lower debt service pass through revenue, lower EfW energy and lower recycled metal pricing, lower alternative fuel tax credits, and the impact of Hurricane Sandy, mostly offset by organic growth initiatives, and new units coming online.

Free Cash Flow was $262 million, down $20 million versus 2011. The decline was primarily due to net effect of Hurricane Sandy, increased maintenance capital expenditures and higher interest expense.

Adjusted EPS of $0.52 declined by $0.02 compared to $0.54 in 2011, due to a higher effective tax rate, increased interest expense and the negative impact of Hurricane Sandy. These factors were partially offset by higher pre-tax income, increased equity income, and a lower number of shares outstanding due to the Company's stock buyback program.

(2) Includes pension plan settlement expense, net (gains) write-offs and impact of adverse loss development and transition to run-off of our insurance business. For additional information, see Exhibit 4A - Note (a) - (f) of this press release.

Shareholder Returns and Liquidity
In 2012, the Company doubled its annual cash dividend to $0.60 per share and returned $169 million to shareholders, consisting of $81 million in cash dividends and $88 million in share repurchases (3.9% of common stock outstanding). Since the inception of its buyback program the Company has repurchased 25.8 million shares, or 16.7% of shares outstanding, at a weighted average cost of $16.00. As of December 31, 2012, Covanta had $87 million of share repurchase authorization remaining.

Sanjiv Khattri, Covanta's Chief Financial Officer, commented, "2012 was a solid year for us. We were very active in returning capital to shareholders through our dividend and stock repurchase program. We also took advantage of strong debt markets, financing over $1.9 billion of capital. We have a strong balance sheet with flexibility and ample liquidity. As a result of the financing, as well as increased depreciation associated with our Delaware Valley facility acquisition, our 2013 net income and EPS will be negatively impacted by higher interest expense and depreciation. Our other key financial metrics, Adjusted EBITDA and Free Cash Flow, remain strong and we have some nice growth prospects for 2013 and beyond."

Fourth Quarter Results
Operating revenues of $430 million were flat with the prior year period. Significant factors included the positive impacts of:

  • Organic growth initiatives in special waste, recycled metals and other; and
  • Escalations in service fee contracts.

Negative impacts were:

  • Hurricane Sandy as certain facilities were briefly forced off-line;
  • Lower revenues earned explicitly to service project debt;
  • Lower recycled metals pricing; and
  • Lower revenues from our insurance business.

Excluding the items noted above, operating expenses were $351 million in 2012 compared to $345 million for 2011, an increase of $6 million. Benefits from various operational improvements were more than offset by the negative impact of Hurricane Sandy and normal cost escalations.

Excluding the items noted above and the net operating income effects of Hurricane Sandy, operating income was $88 million for the year ended December 31, 2012, or an increase of $3 million compared to the prior year period.

Adjusted EBITDA declined $4 million to $143 million in 2012, primarily due to the negative impact of Hurricane Sandy, lower recycled metals pricing, lower alternative fuel tax credits, partially offset by the benefits of organic growth initiatives.

Free Cash Flow of $57 million in 2012 declined $6 million versus 2011 primarily due to higher interest expense, which was partially offset by the timing of other working capital.

Adjusted EPS of $0.20 declined by $0.07 from the prior year period due to a higher effective tax rate, increased interest expense and the negative impact of Hurricane Sandy. These declines were partially offset by a lower number of shares outstanding due to the Company's common stock buyback program.

2013 Guidance
The Company is establishing guidance for 2013 for the following key metrics:

(In millions, except per share amounts)


----------------------------------------------------------------------------
                         2012               2013
Metric                   Actual        Guidance Range   % Change At Midpoint
----------------------------------------------------------------------------
Adjusted EBITDA          $ 492         $ 500 - $ 530            +5%
----------------------------------------------------------------------------
Free Cash Flow           $ 262         $ 250 - $ 280            +1%
----------------------------------------------------------------------------
Adjusted EPS             $ 0.52       $ 0.40 - $ 0.50           -13%
----------------------------------------------------------------------------


Conference Call Information
Covanta will host a conference call at 8:30 am (Eastern) on Thursday, February 7, 2013 to discuss its fourth quarter results. The conference call will begin with prepared remarks, which will be followed by a question and answer session. To participate, please dial 800-860-2442 approximately 10 minutes prior to the scheduled start of the call. If calling from Canada, please dial 866-605-3852. If calling outside of the United States and Canada, please dial 412-858-4600. Please request the "Covanta Holding Corporation call" when prompted by the conference call operator. The conference call will also be webcast live from the Investor Relations section of the Company's website. A presentation will be made available during the call and will be found on the Investor Relations section of the Covanta website at www.covantaenergy.com.

A replay will be available one hour after the end of the conference call through 9:00 AM (Eastern) Friday, February 15, 2013. To access the replay, please dial 877-344-7529, or from outside of the United States 412-317-0088 and use the replay conference ID number 10023855. The webcast will also be archived on www.covantaenergy.com.

10-K Filing Update
The Company expects its 2012 Annual Report on Form 10-K to be filed the week of February 11, 2013.

About Covanta
Covanta Holding Corporation (NYSE: CVA) is an internationally recognized owner and operator of large-scale Energy-from-Waste and renewable energy projects and a recipient of the Energy Innovator Award from the U.S. Department of Energy's Office of Energy Efficiency and Renewable Energy. Covanta's 44 Energy-from-Waste facilities provide communities with an environmentally sound solution to their solid waste disposal needs by using that municipal solid waste to generate clean, renewable energy. Annually, Covanta's modern Energy-from-Waste facilities safely and securely convert approximately 20 million tons of waste into 9 million megawatt hours of clean renewable electricity and approximately 9 billion pounds of steam that are sold to a variety of industries. For more information, visit www.covantaenergy.com.

Cautionary Note Regarding Forward-Looking Statements
Certain statements in this press release may constitute "forward-looking" statements as defined in Section 27A of the Securities Act of 1933 (the "Securities Act"), Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"), the Private Securities Litigation Reform Act of 1995 (the "PSLRA") or in releases made by the Securities and Exchange Commission ("SEC"), all as may be amended from time to time. Such forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of Covanta Holding Corporation and its subsidiaries ("Covanta") or industry results, to differ materially from any future results, performance or achievements expressed or implied by such forward-looking statements. Statements that are not historical fact are forward-looking statements. For additional information see the Cautionary Note Regarding Forward-Looking Statements at the end of the Exhibits.



                                                                  Exhibit 1
Covanta Holding Corporation
Consolidated Statements of Income

                                  Three Months Ended    Twelve Months Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2012       2011       2012       2011
                                 ---------  ---------  ---------  ---------
                                                 (Unaudited)
                                   (In millions, except per share amounts)
Operating revenues
  Waste and service revenues     $     264  $     263  $   1,011  $   1,008
  Recycled metals revenues              17         19         72         74
  Electricity and steam sales           97         99        394        400
  Other operating revenues              52         49        167        168
                                 ---------  ---------  ---------  ---------
    Total operating revenues           430        430      1,644      1,650
                                 ---------  ---------  ---------  ---------
Operating expenses
  Plant operating expenses             228        222        963        962
  Other operating expenses (a)          56         36        156        138
  General and administrative
   expenses                             23         29         97        103
  Depreciation and amortization
   expense                              50         51        195        193
  Net interest expense on
   project debt                          5          7         27         31
  Net (gains) write-offs (b)           (44)         5        (46)         5
                                 ---------  ---------  ---------  ---------
    Total operating expenses           318        350      1,392      1,432
                                 ---------  ---------  ---------  ---------
Operating income                       112         80        252        218
                                 ---------  ---------  ---------  ---------
Other income (expense)
  Investment income                      1         --          1          1
  Interest expense                     (27)       (17)       (94)       (67)
  Non-cash convertible debt
   related expense                      (6)        (5)       (25)       (25)
  Loss on extinguishment of debt
   (c)                                  (1)        --         (3)        (1)
  Other (expense) income, net
   (d)                                  --         (6)         3        (19)
                                 ---------  ---------  ---------  ---------
    Total other expenses               (33)       (28)      (118)      (111)
                                 ---------  ---------  ---------  ---------
Income from continuing
 operations before income tax
 expense and equity in net
 income from unconsolidated
 investments                            79         52        134        107
Income tax benefit (expense) (d)         4        (25)       (26)       (28)
Equity in net income from
 unconsolidated investments             --          2         10          5
                                 ---------  ---------  ---------  ---------
Income from continuing
 operations                             83         29        118         84
                                 ---------  ---------  ---------  ---------
(Loss) income from discontinued
 operations, net of income tax
 expense of $0, $0, $1 and $3,
 respectively                           --         (1)        (2)       143
                                 ---------  ---------  ---------  ---------
Net Income                              83         28        116        227
                                 ---------  ---------  ---------  ---------
Noncontrolling interests:
Less: Net income from continuing
 operations attributable to
 noncontrolling interests in
 subsidiaries                           (1)        (2)        (2)        (5)
Less: Net income from
 discontinued operations
 attributable to noncontrolling
 interests in subsidiaries              --         --         --         (3)
                                 ---------  ---------  ---------  ---------
Total net income attributable to
 noncontrolling interests in
 subsidiaries                           (1)        (2)        (2)        (8)
                                 ---------  ---------  ---------  ---------
Net Income Attributable to
 Covanta Holding Corporation     $      82  $      26  $     114  $     219
                                 =========  =========  =========  =========



Covanta Holding Corporation
Consolidated Statements of Income (continued)

                                  Three Months Ended    Twelve Months Ended
                                     December 31,           December 31,
                                 --------------------  ---------------------
                                    2012       2011       2012       2011
                                 ---------- ---------  ---------  ----------
                                                 (Unaudited)
                                   (In millions, except per share amounts)
Amounts Attributable to Covanta
 Holding Corporation
 stockholders:
  Continuing operations          $       82 $      27  $     116  $       79
  Discontinued operations                --        (1)        (2)        140
                                 ---------- ---------  ---------  ----------
Net Income Attributable to
 Covanta Holding Corporation     $       82 $      26  $     114  $      219
                                 ========== =========  =========  ==========

Earnings Per Share Attributable
 to Covanta Holding Corporation
 stockholders:
Basic
  Continuing operations          $     0.63 $    0.20  $    0.88  $     0.56
  Discontinued operations                --     (0.01)     (0.01)       0.99
                                 ---------- ---------  ---------  ----------
  Covanta Holding Corporation    $     0.63 $    0.19  $    0.87  $     1.55
                                 ========== =========  =========  ==========
Weighted Average Shares                 130       136        132         141
                                 ========== =========  =========  ==========

Diluted
  Continuing operations          $     0.62 $    0.20  $    0.87  $     0.56
  Discontinued operations                --     (0.01)     (0.01)       0.98
                                 ---------- ---------  ---------  ----------
  Covanta Holding Corporation    $     0.62 $    0.19  $    0.86  $     1.54
                                 ========== =========  =========  ==========
Weighted Average Shares                 132       137        133         142
                                 ========== =========  =========  ==========

Cash Dividend Declared Per
 Share:                          $     0.15 $   0.075  $    0.60  $     0.30
                                 ========== =========  =========  ==========

Supplemental Information - Non-
 GAAP
  Adjusted EPS (e)               $     0.20 $    0.27  $    0.52  $     0.54


(a) For additional information, see Exhibit 4A - Note (a) and (f) of this
    Press Release.
(b) For additional information, see Exhibit 4A - Note (b) - (e) of this
    Press Release.
(c) For additional information, see Exhibit 7A - Note (a) and (b) of this
    Press Release.
(d) For additional information, see Exhibit 4A - Note (i) - (j) of this
    Press Release.
(e) For additional information, see Exhibit 4 of this Press Release.



                                                                 Exhibit 1A
Covanta Holding Corporation
Consolidated Statements of Comprehensive Income

                                  Three Months Ended    Twelve Months Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2012       2011       2012       2011
                                 ---------  ---------  ---------  ---------
                                          (Unaudited, in millions)

Net income                       $      83  $      28  $     116  $     227
                                 ---------  ---------  ---------  ---------
  Foreign currency translation           3         11          1         --
  Adjustment for pension plan
   settlement, net of tax
   expense (a)                           6         --          7         --
  Pension plan and
   postretirement plan
   unrecognized benefits, net of
   tax benefit                          --         (8)        --         (8)
  Net unrealized gain (loss) on
   derivative instruments, net
   of tax benefit                       --          2         (2)         2
  Net unrealized loss on
   available for sale
   securities, net of tax               (1)        --         --         --
                                 ---------  ---------  ---------  ---------
Other comprehensive income
 (loss) attributable to Covanta
 Holding Corporation                     8          5          6         (6)
                                 ---------  ---------  ---------  ---------
Comprehensive income                    91         33        122        221
                                 ---------  ---------  ---------  ---------
Less:
  Net income attributable to
   noncontrolling interests in
   subsidiaries                         (1)        (2)        (2)        (8)
  Foreign currency translation
   attributable to
   noncontrolling interests in
   subsidiaries                         --          1         --          2
                                 ---------  ---------  ---------  ---------
Comprehensive income
 attributable to noncontrolling
 interests in subsidiaries              (1)        (1)        (2)        (6)
                                 ---------  ---------  ---------  ---------
Comprehensive income
 attributable to Covanta Holding
 Corporation                     $      90  $      32  $     120  $     215
                                 =========  =========  =========  =========


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



                                                                  Exhibit 2
Covanta Holding Corporation
Consolidated Balance Sheets

                                                      As of December 31,
                                                   ------------------------
                                                       2012         2011
                                                   -----------  -----------
                                                   (Unaudited)
                                                   (In millions, except per
                      ASSETS                            share amounts)
Current:
  Cash and cash equivalents                        $       246  $       232
  Restricted funds held in trust                            53          101
  Receivables (less allowances of $6 and $5,
   respectively)                                           256          260
  Unbilled service receivables                              18           20
  Deferred income taxes                                     18           28
  Prepaid expenses and other current assets                 97          105
  Assets held for sale                                      --           18
                                                   -----------  -----------
Total Current Assets                                       688          764
  Property, plant and equipment, net                     2,561        2,423
  Investments in fixed maturities at market (cost:
   $36 and $31, respectively)                               36           31
  Restricted funds held in trust                           161           90
  Unbilled service receivables                              17           25
  Waste, service and energy contracts, net                 399          434
  Other intangible assets, net                              23           78
  Goodwill                                                 249          232
  Investments in investees and joint ventures               49           43
  Other assets                                             343          265
                                                   -----------  -----------
Total Assets                                       $     4,526  $     4,385
                                                   ===========  ===========
              LIABILITIES AND EQUITY
Current:
  Current portion of long-term debt                $         3  $        32
  Current portion of project debt                           80          147
  Accounts payable                                          41           25
  Deferred revenue                                          31           61
  Accrued expenses and other current liabilities           205          211
  Liabilities held for sale                                 --            3
                                                   -----------  -----------
Total Current Liabilities                                  360          479
  Long-term debt                                         2,012        1,454
  Project debt                                             237          533
  Deferred income taxes                                    691          633
  Waste and service contracts                               35           76
  Other liabilities                                        136          122
                                                   -----------  -----------
Total Liabilities                                        3,471        3,297
                                                   -----------  -----------
Equity:
Covanta Holding Corporation stockholders' equity:
  Preferred stock ($0.10 par value; authorized 10
   shares; none issued and outstanding)                     --           --
  Common stock ($0.10 par value; authorized 250
   shares; issued 159 and 158 shares; outstanding
   132 and 136 shares)                                      16           16
  Additional paid-in capital                               806          824
  Accumulated other comprehensive income                     7            1
  Accumulated earnings                                     222          244
  Treasury stock, at par                                    (3)          (2)
                                                   -----------  -----------
    Total Covanta Holding Corporation stockholders
     equity                                              1,048        1,083
  Noncontrolling interests in subsidiaries                   7            5
                                                   -----------  -----------
Total Equity                                             1,055        1,088
                                                   -----------  -----------
Total Liabilities and Equity                       $     4,526  $     4,385
                                                   ===========  ===========



                                                                  Exhibit 3
Covanta Holding Corporation
Consolidated Statements of Cash Flow

                                                      Twelve Months Ended
                                                         December 31,
                                                   ------------------------
                                                       2012         2011
                                                   -----------  -----------
                                                   (Unaudited, in millions)
OPERATING ACTIVITIES:
Net income                                         $       116  $       227
  Less: (Loss) income from discontinued
   operations, net of tax expense                           (2)         143
                                                   -----------  -----------
Income from continuing operations                          118           84
Adjustments to reconcile net income from
 continuing operations to net cash provided by
 operating activities from continuing operations:
  Depreciation and amortization expense                    195          193
  Net (gains) write-offs (a)                               (46)           5
  Loss on extinguishment of debt (b)                         3            1
  Non-cash convertible debt related expense                 25           25
  Stock-based compensation expense                          17           18
  Deferred income taxes                                     15           30
  Pension plan settlement expense (c)                       11           --
  Other, net                                                (3)          (1)
  Reversal of uncertain tax positions related to
   pre-emergence tax matters (d)                            --          (24)
  Contractual liability to pre-petition creditors
   (d)                                                      --           15
  Change in restricted funds-other related to
   contractual liability to pre-petition creditors
   (d)                                                      --            5
  Change in restricted funds held in trust                  34            4
  Change in working capital, net of effects of
   acquisitions                                            (27)           5
                                                   -----------  -----------
  Net cash provided by operating activities from
   continuing operations                                   342          360
  Net cash provided by operating activities from
   discontinued operations                                  --            1
                                                   -----------  -----------
Net cash provided by operating activities                  342          361
                                                   -----------  -----------
INVESTING ACTIVITIES:
  Proceeds from assets sales                                --           12
  Purchase of property, plant and equipment               (126)        (118)
  Acquisition of businesses, net of cash acquired          (94)         (10)
  Acquisition of land use rights                            (1)          (8)
  Property insurance proceeds                                8            1
  Other, net                                               (11)         (13)
                                                   -----------  -----------
Net cash used in investing activities from
 continuing operations                                    (224)        (136)
Net cash provided by investing activities from
 discontinued operations                                    11          243
                                                   -----------  -----------
Net cash (used in) provided by investing
 activities                                               (213)         107
                                                   -----------  -----------
FINANCING ACTIVITIES:
  Proceeds from borrowing on long-term debt (b)          1,034           --
  Payment of deferred financing costs (b)                  (33)          --
  Principal payments on long-term debt (b)                (622)          (7)
  Principal payments on project debt                      (424)        (137)
  Convertible debenture repurchases                        (25)         (32)
  Payments of borrowings on revolving credit
   facility                                               (191)          --
  Proceeds from borrowings on revolving credit
   facility                                                251           --
  Proceeds from borrowings on project debt                  --           15
  Change in restricted funds held in trust                  65           38
  Cash dividends paid to stockholders                      (90)         (32)
  Common stock repurchased                                 (88)        (229)
  Financing of insurance premiums, net                     (10)          10
  Payments to pre-petition creditors                        --          (12)
  Decrease in restricted funds to pre-petition
   creditors                                                --           12
  Distributions to partners of noncontrolling
   interests in subsidiaries                                (1)          (6)
  Other financing, net                                      19           (1)
                                                   -----------  -----------
Net cash used in financing activities from
 continuing operations                                    (115)        (381)
Net cash (used in) provided by financing
 activities from discontinued operations                    (2)           8
                                                   -----------  -----------
Net cash used in financing activities                     (117)        (373)
                                                   -----------  -----------
Effect of exchange rate changes on cash and cash
 equivalents                                                --           (1)
                                                   -----------  -----------
Net increase in cash and cash equivalents                   12           94
Cash and cash equivalents at beginning of period           234          140
                                                   -----------  -----------
Cash and cash equivalents at end of period                 246          234
Less: Cash and cash equivalents of discontinued
 operations at end of period                                --            2
                                                   -----------  -----------
Cash and cash equivalents of continuing operations
 at end of period                                  $       246  $       232
                                                   ===========  ===========


(a) For additional information, see Exhibit 4A - Note (b) - (e) of this
    Press Release.
(b) For additional information, see Exhibit 7A - Note (a) - (b) of this
    Press Release.
(c) For additional information, see Exhibit 4A - Note (f) of this Press
    Release.
(d) For additional information, see Exhibit 4A - Note (i) of this Press
    Release.



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

                           Three Months     Twelve Months
                              Ended             Ended
                           December 31,     December 31,
                        ----------------- ----------------
                                                                Full Year
                          2012     2011     2012     2011    Estimated 2013
                        -------  -------- -------  -------  ----------------
                                    (Unaudited)
Continuing Operations -
 Diluted Earnings Per
 Share                  $  0.62  $   0.20 $  0.87  $  0.56    $0.40 - $0.50
Reconciling Items (a)     (0.42)     0.07   (0.35)   (0.02)         --
                        -------  -------- -------  -------  ----------------
Adjusted EPS            $  0.20  $   0.27 $  0.52  $  0.54    $0.40 - $0.50
                        =======  ======== =======  =======  ================


(a) For details related to the Reconciling Items, see Exhibit 4A of this
    Press Release.



                                                                  Exhibit 4A
Covanta Holding Corporation
Reconciling Items

                                  Three Months Ended    Twelve Months Ended
                                     December 31,          December 31,
                                 --------------------  --------------------
                                    2012       2011       2012       2011
                                 ---------  ---------  ---------  ---------
                                                 (Unaudited)
                                   (In millions, except per share amounts)
Reconciling Items
Operating loss related to
 insurance subsidiaries (a)      $       1  $       1  $      10  $       2
Write-off of intangible
 liability (b)                          --         --        (29)        --
Write-off of renewable fuels
 project (c)                            --         --         16         --
Development costs (d)                   --          5         11          5
Net gain related to lease
 termination (e)                       (44)        --        (44)        --
Gain on sales of business               --         (8)        --         (9)
Pension plan settlement expense
 (f)                                    11         --         11         --
Loss on extinguishment of debt
 (g)                                     1         --          3          1
Effect on income of derivative
 instruments not designated as
 hedging instruments                    --         (2)        (1)        (2)
Effect of foreign exchange loss
 (gain) on indebtedness (h)             --          6         (3)         4
Contractual liability to pre-
 petition creditors (i)                 --         --         --         15
Other                                   (1)         1         --          1
                                 ---------  ---------  ---------  ---------
  Total Reconciling Items, pre-
   tax                                 (32)         3        (26)        17
Proforma income tax impact (j)         (24)         8        (22)         4
Grantor trust activity                   1         --          1          1
Reversal of uncertain tax
 positions related to pre-
 emergence tax matters (i)              --         --         --        (24)
                                 ---------  ---------  ---------  ---------
  Total Reconciling Items, net
   of tax                        $     (55) $      11  $     (47) $      (2)
                                 =========  =========  =========  =========

Diluted (Loss) Earnings Per
 Share Impact                    $   (0.42) $    0.07  $   (0.35) $   (0.02)
                                 =========  =========  =========  =========
Weighted Average Diluted Shares
 Outstanding                           132        137        133        142
                                 =========  =========  =========  =========


(a) During the year ended December 31, 2012, we transitioned our remaining
    insurance business to run-off and recorded additional losses and reserve
    increases of $7 million primarily relating to adverse loss development.
(b) During the year ended December 31, 2012, our service contract for the
    Essex EfW facility was amended and we recorded a non-cash write-off of
    an intangible liability of $29 million related to the below-market
    service contract which was recorded at fair value upon acquisition of
    the facility.
(c) During the year ended December 31, 2012, we suspended the construction
    of a facility that transformed waste materials into renewable liquid
    fuels. We recorded a non-cash write-off of $16 million representing the
    capitalized costs related to this project.
(d) During the year ended December 31, 2012, we recorded a non-cash write-
    off of $11 million comprised of capitalized development costs related to
    a development project which we ceased to pursue in the United Kingdom.
    During the year ended December 31, 2011, we recorded a non-cash write-
    off of $5 million comprised of capitalized development costs and land
    related to a development project which we ceased to pursue in the United
    Kingdom.
(e) During the year ended December 31, 2012, we recorded a net gain related
    to the termination of the pre-existing lease in connection with the
    acquisition of the Delaware Valley energy-from-waste facility.
(f) During the three months ended December 31, 2012, we recorded a pension
    settlement charge of $11 million.
(g) For additional information, see Exhibit 7A - Note (a) - (b) of this
    Press Release.
(h) During the year ended December 31, 2012 and 2011, we recorded a foreign
    exchange (gain) loss related to intercompany loans, respectively.
(i) For additional information, see Item 8. Financial Statements and
    Supplementary Data - Note 16. Income Taxes of Covanta's Annual Report on
    Form 10-K for the year ended December 31, 2011.
      (i) The expiration of the statute of limitations in 2011 triggered a
      contractual liability to pay restricted funds to third party claimants
      and resulted in other non-operating expense for the year ended
      December 31, 2011 of $15 million with no related income tax benefit.
      These payments related to tax liabilities set up in connection with
      Covanta Energy's emergence from bankruptcy.
      (ii) For the year ended December 31, 2011, the income tax provision
      includes a $24 million benefit due to the reversal of uncertain tax
      positions, following the expiration of applicable statutes of
      limitations related to pre-emergence tax matters in the Covanta Energy
      bankruptcy.
(j) We are presenting this proforma calculation of the income tax effect on
    all reconciling items for each period to illustrate the proforma impact
    on income tax expense and net income. The proforma income tax impact
    represents the tax provision amount related to the overall tax provision
    calculated without the reconciling items when compared to the tax
    provision reported under GAAP in the condensed consolidated statement of
    income.



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

                                  Three Months Ended    Twelve Months Ended
                                     December 31,          December 31,
                                ---------------------  --------------------
                                   2012        2011       2012       2011
                                ---------   ---------  ---------  ---------
                                                (Unaudited)
Effective Tax Rate (a)               (5.2)%      48.7%      19.3%      26.8%


(a) The ETR decrease during 2012 was primarily due to the impact of no tax
    expense on the gain on settlement of the pre-existing lease recorded in
    connection with the Delaware Valley energy-from-waste facility
    acquisition (see Exhibit 4A - Note (e) above). In 2011, the ETR included
    the impact of the reversal of uncertain tax positions in 2011 (see
    Exhibit 4A - Note (i) above). There is no tax benefit from the
    contractual liability to pre-petition creditors and as a result, this
    item had an impact on the effective tax rate in 2011.



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

                          Three Months      Twelve Months
                              Ended             Ended
                          December 31,      December 31,
                        ----------------  ----------------
                                                                Full Year
                          2012     2011     2012     2011    Estimated 2013
                        -------  -------  -------  -------  ----------------
                             (Unaudited, in millions)
Net Income from
 Continuing Operations
 Attributable to
 Covanta Holding
 Corporation            $    82  $    27  $   116  $    79      $53 - $66

Operating loss related
 to insurance
 subsidiaries (a)             1        1       10        2       (5) - 0

Depreciation and
 amortization expense        50       51      195      193      220 - 210

Debt service:
  Net interest expense
   on project debt            5        7       27       31
  Interest expense           27       17       94       67
  Non-cash convertible
   debt related expense       6        5       25       25
  Investment income          (1)      --       (1)      (1)
                        -------  -------  -------  -------
Subtotal debt service        37       29      145      122      171 - 155

Income tax expense (b)       (4)      25       26       52       40 - 65

Reversal of uncertain
 tax positions related
 to pre-emergence tax
 matters(b)                  --       --       --      (24)

Contractual liability
 to pre-petition
 creditors (b)               --       --       --       15

Write-off of intangible
 liability (c)               --       --      (29)      --

Write-off of renewable
 fuels project (d)           --       --       16       --

Development costs (e)        --        5       11        5

Net gain related to
 lease termination (f)      (44)      --      (44)      --

Pension plan settlement
 expense (g)                 11       --       11       --

Loss on extinguishment
 of debt (h)                  1       --        3        1

Gain on the sale of
 business                    --       (8)      --       (9)

Net income loss
 attributable to
 noncontrolling
 interests in
 subsidiaries                 1        2        2        5        3 - 8

Other adjustments:
  Debt service billings
   in excess of revenue
   recognized                 3        1        9       22
  Non-cash compensation
   expense                    4        5       17       18
  Other non-cash items
   (i)                        1        9        4       13
                        -------  -------  -------  -------
Subtotal other
 adjustments                  8       15       30       53       18 - 26
                        -------  -------  -------  -------

Total adjustments            61      120      376      415
                        -------  -------  -------  -------  ----------------
Adjusted EBITDA         $   143  $   147  $   492  $   494     $500 - $530
                        =======  =======  =======  =======  ================


(a) For additional information, see Exhibit 4A - Note (a) of this Press
    Release.
(b) Income tax expense for 2011 is adjusted for the reversal of uncertain
    tax positions related to pre-emergence tax matters. For additional
    information, see Exhibit 4A - Note (i) of this Press Release.
(c) For additional information, see Exhibit 4A - Note (b) of this Press
    Release.
(d) For additional information, see Exhibit 4A - Note (c) of this Press
    Release.
(e) For additional information, see Exhibit 4A - Note (d) of this Press
    Release.
(f) For additional information, see Exhibit 4A - Note (e) of this Press
    Release.
(g) For additional information, see Exhibit 4A - Note (f) of this Press
    Release.
(h) For additional information, see Exhibit 7A - Note (a) - (b) of this
    Press Release.
(i) Includes certain non-cash items that are added back under the definition
    of Adjusted EBITDA in Covanta Energy Corporation's credit agreement.



                                                                   Exhibit 6
Covanta Holding Corporation
Reconciliation of Cash Flow Provided by Operating Activities to Free Cash
 Flow

                          Three Months      Twelve Months
                             Ended             Ended
                          December 31,      December 31,
                        ----------------  ----------------
                                                                Full Year
                          2012     2011     2012     2011    Estimated 2013
                        -------  -------  -------  -------  ----------------
                             (Unaudited, in millions)
Cash flow provided by
 operating activities
 from continuing
 operations             $    74  $    84  $   342  $   360     $325 - $360
Plus: Cash flow used in
 (provided by)
 operating activities
 from insurance
 subsidiaries                 1       (2)       5        2       5 - 10
Less: Maintenance
 capital expenditures
 (a)                        (18)     (19)     (85)     (80)    (80) - (90)
                        -------  -------  -------  -------  ----------------
Free Cash Flow          $    57  $    63  $   262  $   282     $250 - $280
                        =======  =======  =======  =======  ================

Weighted Average
 Diluted Shares
 Outstanding                132      137      133      142

Uses of Free Cash Flow
Investments:
  Acquisition of
   businesses, net of
   cash acquired        $   (94) $    --  $   (94) $   (10)
  Property insurance
   proceeds                   8        1        8        1
  Non-maintenance
   capital expenditures
   (b)                      (14)      (8)     (41)     (38)
  Acquisition of land
   use rights (b)            --       --       (1)      (8)
  Other growth
   investments (b)           (2)      --       (2)     (14)
  Other investing
   activities, net (c)       (6)       7       (9)       1
                        -------  -------  -------  -------
Total investments       $  (108) $    --  $  (139) $   (68)
                        -------  -------  -------  -------

Return of capital to
 stockholders:
  Cash dividends paid
   to stockholders      $   (39) $   (10) $   (90) $   (32)
  Common stock
   repurchased               (5)     (26)     (88)    (229)
                        -------  -------  -------  -------
Total return of capital
 to stockholders        $   (44) $   (36) $  (178) $  (261)
                        -------  -------  -------  -------

Capital raising
 activities:
  Net proceeds from
   issuance of
   corporate debt (d)   $   328  $    --  $ 1,001  $    --
  Net proceeds from
   issuance of project
   debt                      --       --       --       15
  Net proceeds from
   asset sales               --       12       --       12
  Other financing
   activities, net           16        2       19       (1)
                        -------  -------  -------  -------
Net proceeds from
 capital raising
 activities             $   344  $    14  $ 1,020  $    26
                        -------  -------  -------  -------

Debt repayments:
  Net cash used for
   scheduled principal
   payments on
   corporate debt       $    (1) $    (2) $   (26) $    (7)
  Net cash used for
   scheduled principal
   payments on project
   debt (e)                 (64)     (23)    (121)     (99)
  Optional repayment of
   corporate debt
   (f)(g)                    --       --     (621)     (32)
  Net cash used for
   optional repayment
   of project debt (h)     (238)      --     (238)      --
                        -------  -------  -------  -------
Total debt repayments   $  (303) $   (25) $(1,006) $  (138)
                        -------  -------  -------  -------

Borrowing activities -
 Revolving credit
 facility, net          $    40  $    --  $    60  $    --

Short-term borrowing
 activities - Financing
 of insurance premiums,
 net                    $    --  $    10  $   (10) $    10

Distributions to
 partners of
 noncontrolling
 interests in
 subsidiaries           $    --  $    (1) $    (1) $    (6)

Effect of exchange rate
 changes on cash and
 cash equivalents       $    (1) $     3  $    --  $     1
                        -------  -------  -------  -------

Net change in cash and
 cash equivalents from
 continuing operations  $   (15) $    28  $     8  $  (154)
                        =======  =======  =======  =======


(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      Twelve Months
                             Ended             Ended
                          December 31,      December 31,
                        ----------------  ----------------
                          2012     2011     2012     2011
                        -------  -------  -------  -------
Maintenance capital
 expenditures           $   (18) $   (19) $   (85) $   (80)
Capital expenditures
 associated with
 construction                --       (1)      --      (16)
Capital expenditures
 associated with
 technology development
 and organic growth
 initiatives                 (9)      (4)     (27)     (10)
Capital expenditures -
 other                       (5)      (3)     (14)     (12)
                        -------  -------  -------  -------
Total purchases of
 property, plant and
 equipment              $   (32) $   (27) $  (126) $  (118)
                        =======  =======  =======  =======


(b) Investments in our various growth opportunity areas, including organic
    growth initiatives, technology, business development, and other similar
    expenditures, excluding acquisitions of businesses. Non maintenance
    capital expenditures also includes amounts associated with insurable
    events. These expenditures are not considered growth investments. These
    expenditures were $4 million and $1 million for the three months ended
    December 31, 2012 and 2011, respectively, and $13 million and $1 million
    for the twelve months ended December 31, 2012 and 2011, respectively.

(c) Other investing activities is primarily comprised of net payments from
    the purchase/sale of investment securities and business development
    expenses.

(d) For additional information, see Exhibit 7A - Note (a) of this Press
    Release. Excludes borrowings under Revolving Credit Facility. Calculated
    as follows:



Proceeds from
 borrowings on long-
 term debt              $   335  $     -- $ 1,034  $     --
Less: Financing costs
 related to issuance of
 long-term debt              (7)       --     (33)       --
                        -------  -------- -------  --------
Net proceeds from
 issuance of corporate
 debt.                  $   328  $     -- $ 1,001  $     --
                        =======  ======== =======  ========

(e) Calculated as follows:

Total scheduled
 principal payments on
 project debt           $  (100) $   (54) $  (146) $  (137)
Decrease in related
 restricted funds held
 in trust                    36       31       25       38
                        -------  -------  -------  -------
Net cash used for
 principal payments on
 project debt           $   (64) $   (23) $  (121) $   (99)
                        =======  =======  =======  =======


(f) For additional information, see Exhibit 7A - Note (a) of this Press
    Release. Calculated as follows:


Redemption of Term Loan
 due 2014               $     -- $     -- $  (619) $    --
Redemption of
 Convertible Debentures
 (g)                          --       --      (2)     (32)
                        -------- -------- -------  -------
Total optional
 repayment of corporate
 debt                   $     -- $     -- $  (621) $   (32)
                        ======== ======== =======  =======


(g) As of December 31, 2011, there were $25 million aggregate principal
    amount of the Debentures outstanding. On February 1, 2012, holders of
    $23 million of outstanding Debentures exercised their option for us to
    redeem the Debentures at par. The Debentures were also subject to
    redemption at our option at any time on or after February 1, 2012, and
    we subsequently redeemed the remaining $2 million of outstanding
    Debentures on March 23, 2012.

(h) Calculated as follows:


Total optional
 principal payments on
 project debt           $  (278) $     -- $  (278) $     --
Decrease in related
 restricted funds held
 in trust                    40        --      40        --
                        -------  -------- -------  --------
Net cash used for
 optional repayment of
 project debt           $  (238) $     -- $  (238) $     --
                        =======  ======== =======  ========



                                                                   Exhibit 7
Covanta Holding Corporation
Capitalization Information

                                                       As of December 31,
                                                   -------------------------
                                                       2012         2011
                                                   ------------ ------------
                                                    (Unaudited, in millions)
Cash and Cash Equivalents:
Domestic                                           $         12 $         49
International                                               215          174
Insurance Subsidiary                                         19            9
                                                   ------------ ------------
Total Cash and Cash Equivalents                    $        246 $        232
                                                   ============ ============

Restricted Funds Held in Trust: (a)(b)
  Debt Service - Principal                         $         72 $        113
  Debt Service - Interest                                     6            8
                                                   ------------ ------------
Debt Service Funds - Total                                   78          121
Revenue Funds                                                 9           16
Other Funds                                                 127           54
                                                   ------------ ------------
Total Restricted Funds Held in Trust               $        214 $        191
                                                   ============ ============


(a) Restricted funds held in trust are primarily amounts received by third-
    party trustees relating to certain projects we own which may be used
    only for specified purposes. We generally do not control these accounts.
    They primarily include debt service reserves for payment of principal
    and interest on project debt. Revenue funds are comprised of deposits of
    revenues received with respect to projects prior to their disbursement.
    Other funds are primarily amounts held in trust for operations,
    maintenance, environmental obligations, operating lease reserves in
    accordance with agreements with our clients and amounts held for future
    scheduled distributions.
(b) During the three months ended December 31, 2012, we completed a Project
    Debt Refinancing. For additional information, see Exhibit 7A - Note (a)
    of this Press Release.



                                                                  Exhibit 7A

                                   As of December 31,    As of December 31,
                                          2012                  2011
                                 --------------------- ---------------------
                                    Face       Book       Face       Book
                                    Value      Value      Value      Value
                                 ---------- ---------- ---------- ----------
                                           (Unaudited, in millions)
Corporate Debt:
Revolving Credit Facility (a)    $       60 $       60 $       -- $       --
Term Loan due 2014 (a)                   --         --        619        619
New Term Loan due 2019 (a)              298        297         --         --
7.25% Senior Notes due 2020             400        400        400        400
6.375% Senior Notes due 2022 (a)        400        400         --         --
3.25% Cash Convertible Senior
 Notes due 2014                         460        523        460        442
1.00% Senior Convertible
 Debentures due 2027 (b)                 --         --         25         25
                                 ---------- ---------- ---------- ----------
Sub-total                        $    1,618 $    1,680 $    1,504 $    1,486
                                 ---------- ---------- ---------- ----------
Tax-Exempt Bonds (a)
  4.875% Massachusetts Series
   2012A due 2027                $       20 $       20 $       -- $       --
  4.875% Massachusetts Series
   2012B due 2042                        67         67         --         --
  5.25% Massachusetts Series
   2012C due 2042                        83         83         --         --
  5.25% Niagara Series 2012A due
   2042                                 130        130         --         --
  4.00% Niagara Series 2012B due
   2024                                  35         35         --         --
                                 ---------- ---------- ---------- ----------
Sub-total Tax-Exempt Bonds       $      335 $      335 $       -- $       --
                                 ---------- ---------- ---------- ----------
Total corporate debt (including
 current portion)                $    1,953 $    2,015 $    1,504 $    1,486
                                 ---------- ---------- ---------- ----------

Project Debt:
Domestic project debt - service
 fee facilities (a)              $      223 $      226 $      291 $      295
Domestic project debt - tip fee
 facilities (a)                          68         68        355        359
International project debt               23         23         26         26
                                 ---------- ---------- ---------- ----------
Total project debt (including
 current portion)                $      314 $      317 $      672 $      680
                                 ---------- ---------- ---------- ----------

Total Debt Outstanding           $    2,267 $    2,332 $    2,176 $    2,166
                                 ========== ========== ========== ==========

Net Debt (c)                     $    1,949            $    1,831
                                 ==========            ==========

Availability for Borrowings
 under the Revolving Credit
 Facility (a)                    $      584            $      300
                                 ==========            ==========


(a) During the first quarter of 2012, we completed a refinancing of our
    previously existing senior secured credit facilities, issued by our
    subsidiary, Covanta Energy, which consisted of a $300 million revolving
    credit facility, a $320 million funded letter of credit facility and a
    $619 million term loan, by entering into $1.2 billion in new senior
    secured credit facilities (the "2012 Credit Facilities") issued by our
    subsidiary, Covanta Energy, comprised of a $900 million revolving credit
    facility that expires in 2017 (the "Revolving Credit Facility") and a
    $300 million term loan due 2019 (the "Term Loan"), and by issuing $400
    million aggregate principal amount of 6.375% senior notes due 2022 (the
    "6.375% Notes"). The proceeds from the Term Loan and a portion of the
    proceeds from the 6.375% Notes were used to repay the previously
    existing term loan, as well as to pay transaction expenses, while the
    Revolving Credit Facility replaced the previously existing $300 million
    revolving credit facility and $320 million funded letter of credit
    facility. The Revolving Credit Facility is available for both the
    issuance of letters of credit ($256 million outstanding as of December
    31, 2012) and for cash borrowings for general corporate purposes ($60
    million outstanding cash borrowings as of December 31, 2012). As a
    result of the refinancing, we recognized a loss on extinguishment of
    debt of approximately $2 million, pre-tax, which was comprised of the
    write-off of deferred financing costs in connection with previously
    existing financing arrangements. We incurred $26 million in offering
    costs related to the refinancing which has been paid as of December 31,
    2012.

    In November 2012, we issued new tax-exempt corporate bonds totaling $335
    million. Proceeds from the offerings were utilized to refinance tax-
    exempt project debt at our Haverhill, Niagara and SEMASS facilities, as
    well as to fund certain capital expenditures in Massachusetts. As a
    result of the refinancing, we recognized a loss on extinguishment of
    debt of approximately $1 million, pre-tax, which was primarily comprised
    of the write-off of financing costs in connection with this transaction,
    offset by the write-off of unamortized premiums on previously existing
    financing arrangements. We incurred $7 million in offering costs related
    to the refinancing which has been paid as of December 31, 2012.


                                                    Corporate     Project
                                                       Debt         Debt
Debt Refinancing Details (Unaudited, in millions)  Refinancing  Refinancing
                                                   -----------  -----------
Offering - 6.375% Senior Notes due 2022            $       400  $        --
New Term Loan due 2019                                     300           --
New Tax-Exempt Bonds                                        --          335
Release of financing restricted funds                       --           40
Offering Costs                                             (26)          (7)
                                                   -----------  -----------
Net Proceeds                                               674          368
Redemption of Term Loan due 2014                          (619)          --
Redemption of Project Debt                                  --         (328)
                                                   -----------  -----------
Net Offering funds available for general corporate
 purposes                                          $        55  $        40
                                                   ===========  ===========


(b) As a result of the purchase of outstanding Debentures, we recorded a
    loss on extinguishment of debt which is comprised of the difference
    between the fair value and carrying value of the liability component of
    the Debentures tendered, the write-off of deferred financing costs and
    fees incurred in conjunction with the tender offer.

(c) Net Debt is calculated as total principal amount of debt outstanding
    less cash and cash equivalents and debt service principal restricted
    funds.



                                                                   Exhibit 8
Covanta Holding Corporation
Return to Stockholders
(Unaudited, in millions, except per share amounts and percentages)

During years ended December 31, 2010, 2011 and 2012, the following amounts
were returned to stockholders:

                                                      Weighted   % of Common
                                                       Average      Stock
                                            Shares    Cost Per   Outstanding
                                 Amount  Repurchased    Share    Repurchased
                                -------- ----------- ---------- ------------
Common Stock Repurchased(a)
FY 2010                         $     95         6.1 $    15.56     3.9%
                                -------- -----------
FY 2011                         $    230        14.4 $    15.99     9.6%
                                -------- -----------
Q1 2012                         $     30         1.8 $    16.45     1.3%
Q2 2012                               30         1.9 $    16.04     1.4%
Q3 2012                               25         1.5 $    17.22     1.1%
Q4 2012                                3         0.1 $    17.41     0.1%
                                -------- -----------
FY 2012 sub-total:              $     88         5.3 $    16.55     3.9%
                                -------- -----------
Total Common Stock Repurchased  $    413        25.8 $    16.00     16.7%
                                -------- -----------

Cash Dividends Declared to
 Stockholders
FY 2010                         $    233
                                --------
FY 2011                         $     42
                                --------
Q1 2012                         $     21
Q2 2012                               20
Q3 2012                               20
Q4 2012 (b)                           20
                                --------
FY 2012 sub-total:              $     81
                                --------
Total Cash Dividends Declared
 to Stockholders                $    356
                                --------

                                --------
Total Return to Stockholders    $    769
                                ========


(a) As of December 31, 2012, the amount remaining under our currently
    authorized share repurchase program was $87 million.

(b) On November 27, 2012, the Board of Directors authorized a quarterly cash
    dividend of $0.15 per share. The Q4 2012 payment was made on December
    26, 2012 to stockholders of record as of the close of business on
    December 18, 2012.



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

                          Three Months      Twelve Months
                              Ended             Ended
                          December 31,      December 31,
                        ----------------  ----------------
                                                                Full Year
                          2012     2011     2012     2011    Estimated 2013
                        -------  -------  -------  -------  ----------------
                             (Unaudited, in millions)
Cash flow provided by
 operating activities
 from continuing
 operations             $    74  $    84  $   342  $   360     $325 - $360

Cash flow used in
 operating activities
 from insurance
 activities (a)              (1)       2       (5)      (2)      5 - 10

Debt service                 37       29      145      122      171 - 155

Change in working
 capital                     79       72       27       (5)
Change in restricted
 funds held in trust        (44)     (39)     (34)      (4)
Non-cash convertible
 debt related expense        (6)      (5)     (25)     (25)
Equity in net income
 from unconsolidated
 investments                 --        2       10        5
Dividends from
 unconsolidated
 investments                 (1)      (3)      (8)      (8)
Current tax provision         4       18       11       (2)
Reversal of uncertain
 tax positions related
 to pre-emergence tax
 matters (b)                 --       --       --       24
Contractual liability
 to pre-petition
 creditors(b)                --      (15)      --      (15)
Change in restricted
 funds-other related to
 contractual liability
 to pre-petition
 creditors (b)               --       --       --       (5)
Other                         1        2       29       49
                        -------  -------  -------  -------  ----------------
  Sub-total                  33       32       10       14       (1) - 5
                        -------  -------  -------  -------  ----------------
Adjusted EBITDA         $   143  $   147  $   492  $   494     $500 - $530
                        =======  =======  =======  =======  ================


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



                                                                  Exhibit 10
Covanta Holding Corporation
Plant Operating Expenses Detail - Americas

The Americas segment quarterly plant operating expenses typically differs
substantially as a result of the timing of scheduled plant maintenance. We
typically conduct scheduled maintenance periodically each year, which
requires that individual boiler units temporarily cease operations. During
these scheduled maintenance periods, we incur material repair and
maintenance expenses and receive less revenue until the boiler and/or
turbine units resume operations. This scheduled maintenance typically occurs
during periods of off-peak electric demand and/or lower waste volumes, which
are our first, second and fourth fiscal quarters. The first half of the year
scheduled maintenance period is typically the most extensive. The third
quarter scheduled maintenance period is typically the least extensive. Given
these factors, we typically experience our lowest operating income from our
projects during the first half of each year. The aggregate of all other
components of plant operating expense is relatively consistent each quarter
of the year.

                                   Three Months Ended   Twelve Months Ended
                                      December 31,          December 31,
                                 --------------------- ---------------------
                                    2012       2011       2012       2011
                                 ---------- ---------- ---------- ----------
                                           (Unaudited, in millions)
Plant Operating Expenses:
Plant maintenance (a)            $       47 $       44 $      226 $      231
All other                               172        171        705        703
                                 ---------- ---------- ---------- ----------
Plant operating expenses         $      219 $      215 $      931 $      934
                                 ========== ========== ========== ==========


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



                                                                 Exhibit 11A
Covanta Holding Corporation - Americas Segment
Statistics - (Unaudited, in millions, except percentages)
Boiler Availability
                                                         Twelve Months
                                                       Ended December 31,
                                                   -------------------------
                                                       2012         2011
                                                   ------------ ------------
EfW Facilities                                            92.3%        91.7%

Waste and Service Revenue

                                                      Twelve Months Ended
                                                          December 31,
                                                   -------------------------
                                                       2012         2011
                                                   ------------ ------------
Waste and service revenue unrelated to project
 debt                                              $        961 $        953
Revenue earned explicitly to service project debt
 - principal                                                 39           42
Revenue earned explicitly to service project debt
 - interest                                                   8           11
                                                   ------------ ------------
Total waste and service revenue                    $      1,008 $      1,006
                                                   ============ ============


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

                                 Twelve Months Ended December 31,
                       ----------------------------------------------------
                                  2012                       2011
                       -------------------------  -------------------------
                                           % of                       % of
                        Revenue  Volume   Total    Revenue  Volume   Total
                          (a)    (a),(b)  Volume     (a)    (a),(b)  Volume
                       -------- -------- -------  -------- -------- -------
EfW
  At Market            $     36     0.83      15% $     79     1.30      23%
  Contracted & Hedged       270     3.96      71%      227     3.39      61%
                       -------- -------- -------  -------- -------- -------
Total EfW              $    306     4.79      86% $    306     4.69      84%
Biomass
  At Market            $     13     0.37       7% $     12     0.25       5%
  Contracted                 48     0.36       7%       58     0.60      11%
                       -------- -------- -------  -------- -------- -------
Total Biomass          $     61     0.73      14% $     70     0.85      16%
                       -------- -------- -------  -------- -------- -------
Total                  $    367     5.52     100% $    376     5.54     100%
                       ======== ======== =======  ======== ======== =======


(a) Covanta share only
(b) Steam converted to MWh (0.7M MWh for both 2012 and 2011)



Projected Energy Megawatt hours (MWh) At Market and Contracted by Facility
Type (a)

                                                             Full Year 2013E
                                                            As of January 1,
                                                                  2013
                                                            ----------------
EfW
  At Market                                                              1.0
  Contracted & Hedged                                                    4.5
                                                            ----------------
Total EfW                                                                5.5
Biomass(b)
  At Market                                                              0.3
  Contracted                                                             0.4
                                                            ----------------
Total Biomass                                                            0.7
                                                            ----------------
Total                                                                    6.2
                                                            ================


(a) Covanta share only
(b) Additional 0.4 million MWh of Biomass energy is economically dispatched,
    but available to run



                                                                 Exhibit 11B
Covanta Holding Corporation - Americas Segment
Statistics - (Unaudited, in millions, except percentages, metal tons (in
thousands), and pricing data in Economic Drivers Section)

Recycled Metal Net Revenue by Type (a)

                                                         Twelve Months
                                                       Ended December 31,
                                                   -------------------------
                                                       2012         2011
                                                   ------------ ------------
Ferrous Metal                                      $         58 $         60
Non-Ferrous Metal                                            14           14
                                                   ------------ ------------
Total                                              $         72 $         74
                                                   ============ ============

(a) Covanta share only



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

                                                         Twelve Months
                                                       Ended December 31,
                                                   -------------------------
                                                       2012         2011
                                                   ------------ ------------
Ferrous Metal                                             309.0        312.0
Non-Ferrous Metal                                          14.7         14.0
                                                   ------------ ------------
Total                                                     323.7        326.0
                                                   ============ ============

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



Recycled Metal Gross Tons Recovered by Type (a),(b)

                                                         Twelve Months
                                                       Ended December 31,
                                                   -------------------------
                                                       2012         2011
                                                   ------------ ------------
Ferrous Metal                                             415.0        414.0
Non-Ferrous Metal                                          16.8         15.9
                                                   ------------ ------------
Total                                                     431.8        429.9
                                                   ============ ============

(a) Gross volume: Both Covanta and client share
(b) Tons in thousands



Published Industry U.S. Economic Drivers (a)

                                                      As of December 31,
                                                   ------------------------
                                                       2012         2011
                                                   -----------  -----------
Consumer Price Index (b)                                   1.7%         3.0%
PJM Pricing (Electricity)(c)                       $     34.76  $     48.31
Henry Hub Pricing (Natural Gas) (d)                $      2.75  $      4.04
#1 HMS Pricing (Ferrous Metals) (e)                $       368  $       410
Scrap Metals - Old Sheet & Old Cast (f)            $      0.72  $      0.77


(a) While these drivers impact our business, there is not an exact
    correlation between our results and changes in these metrics.
(b) Represents the year-over-year percent change in the Headline CPI number.
    The Consumer Price Index (CPI-U) data is provided by the U.S. Department
    of Labor Bureau of Labor Statistics.
(c) Average price per MWh for full year 2012 and 2011. Pricing for the PJM
    PSEG Zone is provided by the PJM ISO.
(d) Average price per MMBtu for full year 2012 and 2011. The Henry Hub
    Pricing data is provided by the Natural Gas Weekly Update, Energy
    Information Administration, Washington, DC. Nebraska Energy Office,
    Lincoln, NE.
(e) Average price per gross ton for full year 2012 and 2011. The #1 Heavy
    Melt Steel (HMS) composite index ($/gross ton) price is published by
    American Metal Market.
(f) Average price per pound for full year 2012 and 2011. Calculated using
    high and low prices for Old Sheet & Old Cast Scrap Metals ($/lb)
    published by American Metal Market.


Discussion of Non-GAAP Financial Measures
We use a number of different financial measures, both United States generally accepted accounting principles ("GAAP") and non-GAAP, in assessing the overall performance of our business. To supplement our assessment of results prepared in accordance with GAAP, we use the measures of Adjusted EBITDA, Free Cash Flow, and Adjusted EPS, which are non-GAAP measures as defined by the Securities and Exchange Commission. The non-GAAP financial measures of Adjusted EBITDA, Free Cash Flow, and Adjusted EPS as described below, and used in the tables above, are not intended as a substitute or as an alternative to net 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 December 31, 2012 of our most significant subsidiary, Covanta Energy, through which we conduct our core waste and energy services business, and as additional ways of viewing aspects of its operations that, when viewed with the GAAP results and the accompanying reconciliations to corresponding GAAP financial measures, provide a more complete understanding of our core business. The calculation of Adjusted EBITDA is based on the definition in Covanta Energy's credit facilities as of December 31, 2012, which we have guaranteed. Adjusted EBITDA is defined as earnings before interest, taxes, depreciation and amortization, as adjusted for additional items subtracted from or added to net income. Because our business is substantially comprised of that of Covanta Energy, our financial performance is substantially similar to that of Covanta Energy. For this reason, and in order to avoid use of multiple financial measures which are not all from the same entity, the calculation of Adjusted EBITDA and other financial measures presented herein are ours, measured on a consolidated basis for continuing operations, less the results of operations of our insurance subsidiaries.

Under the credit facilities as of December 31, 2012, Covanta Energy is required to satisfy certain financial covenants, including certain ratios of which Adjusted EBITDA is an important component. Compliance with such financial covenants is expected to be the principal limiting factor which will affect our ability to engage in a broad range of activities in furtherance of our business, including making certain investments, acquiring businesses and incurring additional debt. Covanta Energy was in compliance with these covenants as of December 31, 2012. Failure to comply with such financial covenants could result in a default under these credit facilities, which default would have a material adverse affect on our financial condition and liquidity.

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

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

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

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EBITDA for the three and twelve months ended December 31, 2012 and 2011, reconciled for each such periods to net income from continuing operations and cash flow provided by operating activities from continuing operations, which are believed to be the most directly comparable measures under GAAP.

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

In order to provide a meaningful basis for comparison, we are providing information with respect to our Free Cash Flow for the three and twelve months ended December 31, 2012 and 2011, reconciled for each such periods to cash flow provided by operating activities from continuing operations, which we believe to be the most directly comparable measure under GAAP.

Adjusted EPS
Adjusted EPS excludes certain income and expense items that are not representative of our ongoing business and operations, which are included in the calculation of Diluted Earnings Per Share in accordance with GAAP. The following items are not all-inclusive, but are examples of reconciling items in prior comparative and future periods. They would include the results of operations of our insurance subsidiaries, write-off of assets and liabilities, the effect of derivative instruments not designated as hedging instruments, significant gains or losses from the disposition or restructuring of businesses, gains and losses on assets held for sale, transaction-related costs, income and loss on the extinguishment of debt and other significant items that would not be representative of our ongoing business.

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

In order to provide a meaningful basis for comparison, we are providing information with respect to our Adjusted EPS for the three and twelve months ended December 31, 2012 and 2011, reconciled for each such periods to diluted earnings per share from continuing operations, which is believed to be the most directly comparable measure under GAAP.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements in this Annual Report on Form 10-K 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 us are not guarantees or indicative of future performance. Important factors, risks and uncertainties that could cause actual results to differ materially from those forward-looking statements include, but are not limited to:

  • fluctuations in the prices of energy, waste disposal, scrap metal and commodities;
  • adoption of new laws and regulations in the United States and abroad, including energy laws, environmental laws, labor laws and healthcare laws;
  • the fee structures of our contracts;
  • our ability to avoid adverse publicity relating to our business expansion efforts;
  • advances in technology;
  • difficulties in the operation of our facilities, including fuel supply and energy delivery interruptions, failure to obtain regulatory approvals, equipment failures, labor disputes and work stoppages, and weather interference and catastrophic events;
  • failure to maintain historical performance levels at our facilities and our ability to retain the rights to operate facilities we do not own;
  • difficulties in the financing, development and construction of new projects and expansions, including increased construction costs and delays;
  • our ability to realize the benefits of long-term business development and bear the costs of business development over time;
  • the scalability of our business;
  • limits of insurance coverage;
  • our ability to avoid defaults under our long-term contracts;
  • performance of third parties under our contractual arrangements and such third parties' observance of laws and regulations;
  • concentration of suppliers and customers;
  • geographic concentration of facilities;
  • increased competitiveness in the energy and waste industries;
  • changes in foreign currency exchange rates;
  • limitations imposed by our existing indebtedness and our ability to perform our financial obligations and guarantees and to refinance our existing indebtedness;
  • exposure to counterparty credit risk and instability of financial institutions in connection with financing transactions;
  • our ability to utilize net operating loss carryforwards;
  • restrictions in our certificate of incorporation and debt documents regarding strategic alternatives;
  • failures of disclosure controls and procedures and internal controls over financial reporting;
  • our ability to attract and retain talented people;
  • general economic conditions in the United States and abroad, including the availability of credit and debt financing and market conditions at the time our contracts expire; and
  • other risks and uncertainties affecting our businesses described in Item 1A. Risk Factors of this Annual Report on Form 10-K 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 Annual Report on Form 10-K 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.