HispanicBusiness

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.