Covanta Holding Corporation Reaffirms Guidance for Operating Cash Flow and Adjusted...

Covanta Holding Corporation Reaffirms Guidance for Operating Cash Flow and
Adjusted EBITDA While Revising Guidance for Diluted Earnings Per Share;
Revision Reflects Adjustments to Non-Cash Interest Expense

FAIRFIELD, N.J., May 18 /PRNewswire-FirstCall/ -- Covanta Holding Corporation
(NYSE: CVA) announced today that it has revised its 2009 guidance to reflect
the impact of the offering of new convertible notes, announced today in a
separate press release, as well as changes associated with a recent accounting
pronouncement.

As noted above, the Company announced today its intention to issue cash
convertible senior notes due 2014. The offering is expected to be in the
aggregate amount of $300 million, with an over-allotment option of up to an
additional $45 million aggregate principal amount. Under applicable
accounting rules, this debt will require the Company to recognize additional
non-cash interest expense.

On January 1, 2009, the Company adopted Financial Accounting Standards Board
Staff Position No. APB 14-1 "Accounting for Convertible Debt Instruments That
May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)"
("FSP APB 14-1") with respect to its outstanding 1.00% Senior Convertible
Debentures due 2027 (the "Debentures"). Pursuant to FSP APB 14-1, the Company
is separately accounting for the liability and equity components of the
instrument. The debt component is recognized at the present value of its
cash flows and the resultant debt discount is accreted over the expected life
of the Debentures, which was originally determined to be February 1, 2027.
Upon subsequent review, the accretion period was revised to February 1, 2012,
the Debentures' first permitted redemption date. As a result of this change,
non-cash convertible debt interest expense will increase and diluted earnings
per share will decrease.

Giving effect to the above referenced events results in a change to our
diluted earnings per share guidance. These events have no significant impact
on either Operating Cash Flow or Adjusted EBITDA. Accordingly, we are
reaffirming our Operating Cash Flow and Adjusted EBITDA guidance. Our revised
guidance for 2009 is:
-- Operating Cash Flow in the range of $325 million to $375 million;
-- Adjusted EBITDA of $500 million to $540 million; and

-- Diluted earnings per share of $0.65 to $0.80.

This press release does not constitute an offer to sell, or the solicitation
of an offer to buy, any securities. The notes have not been, and will not be,
registered under the Securities Act of 1933, as amended, or the securities
laws of any other jurisdiction and may not be offered or sold in the United
States absent registration or an applicable exemption from registration
requirements.

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 38 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 17 million tons of waste into more than 8 million megawatt hours
of clean renewable electricity and create 10 billion pounds of steam that are
sold to a variety of industries. For more information, visit
www.covantaholding.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 and its subsidiaries, or general industry or broader economic
performance in domestic and international markets in which Covanta operates or
competes, to differ materially from any future results, performance or
achievements expressed or implied by such forward-looking statements.
Statements that are not historical fact are forward-looking statements.
Forward-looking statements can be identified by, among other things, the use
of forward-looking language, such as the words "plan," "believe," "expect,"
"anticipate," "intend," "estimate," "project," "may," "will," "would,"
"could," "should," "seeks," or "scheduled to," or other similar words, or the
negative of these terms or other variations of these terms or comparable
language, or by discussion of strategy or intentions. These cautionary
statements are being made pursuant to the Securities Act, the Exchange Act and
the PSLRA with the intention of obtaining the benefits of the "safe harbor"
provisions of such laws. Covanta cautions investors that any forward-looking
statements made by Covanta are not guarantees or indicative of future
performance. Important assumptions and other important factors that could
cause actual results to differ materially from those forward-looking
statements with respect to Covanta, include, but are not limited to, those
factors, risks and uncertainties that are described in periodic securities
filings by Covanta with the SEC. Although Covanta believes that its plans,
intentions and expectations reflected in or suggested by such forward-looking
statements are reasonable, actual results could differ materially from a
projection or assumption in any forward-looking statements. Covanta's future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
forward-looking statements contained in this press release are made only as of
the date hereof and Covanta does not have or undertake any obligation to
update or revise any forward-looking statements whether as a result of new
information, subsequent events or otherwise, unless otherwise required by law.

SOURCE Covanta Holding Corporation

Marisa F. Jacobs, Esq., Vice President, Investor Relations and Corporate
Communications, +1-1-973-882-4196, or Vera Carley, Director, Media Relations
and Corporate Communications, +1-1-973-882-2439, both of Covanta Holding
Corporation