Item 2.02. Results of Operations and Financial Condition.

On February 20, 2020, Covanta Holding Corporation (the "Company") issued a press release reporting the unaudited results for the fourth quarter and year ended December 31, 2019, and announcing a conference call and webcast to be held at 8:30 a.m. (Eastern) on Friday, February 21, 2020 to discuss these results. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference. This information includes certain non-GAAP financial information as identified in Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On February 20, 2020, the Company posted to its website materials that will be used in conjunction with its conference call and webcast regarding its unaudited results for its fourth quarter and year ended December 31, 2019, which will be held on Friday, February 21, 2020 at 8:30 a.m. (Eastern). A copy of these materials is furnished as Exhibit 99.2 to this Form 8-K. This information includes certain non-GAAP financial information as identified in Exhibit 99.2. The information in this Form 8-K, Exhibit 99.1 and Exhibit 99.2 is furnished pursuant to Item 2.02 and Item 7.01 of this Form 8-K and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.





(c) Exhibits

Exhibit No.         Exhibit

  99.1                Press Release, dated February 20, 2020.

  99.2                Earnings Materials, dated February 20, 2020.

104                 Cover Page Interactive Data File - (formatted as Inline XBRL
                    and contained in Exhibit 101)

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