8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 18, 2009

COVANTA HOLDING CORPORATION

(Exact name of Registrant as Specified in Its Charter)

Delaware	1-6732	95-6021257
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

40 Lane Road
Fairfield, New Jersey 07004

(Address of principal executive offices) (Zip Code)

(973) 882-9000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12(b))

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

     On May 18, 2009, Covanta Holding Corporation (the “Company”) issued a press release revising its previously established 2009 diluted earnings per share guidance from the range of $0.75 to $0.90 per share to the range of $0.65 to $0.80 per share due to increased interest expense resulting from the Company’s intent to offer $300 million aggregate principal amount of cash convertible senior notes due 2014, with an over-allotment option of up to an additional $45 million aggregate principal amount, and due to a correction in the debt discount amortization period related to the debt component of the Company’s 1% Senior Convertible Debentures (the “Debentures”) as discussed below. All other guidance metrics remain unchanged. A copy of this press release is attached as Exhibit 99.1 hereto and incorporated herein by reference.

     On January 1, 2009, the adoption of 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)” required the Company to separately account for the liability and equity components of the Debentures. The resultant debt discount was then accreted over the expected life of the Debentures, which was revised from February 1, 2027 to February 1, 2012 based on the first permitted redemption date of the Debentures. This change in the debt discount amortization period increased non-cash convertible debt interest expense and decreased diluted earnings per share. Additional information regarding this correction can be found in the Form 10Q/A filed by the Company with the Securities and Exchange Commission (the “SEC”) on May 18, 2009 to correct the Company’s condensed consolidated financial statements for the quarter ended March 31, 2009.

     The information contained in this Item 7.01 and Exhibit 99.1 hereto is being furnished to the SEC and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, or incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Business Acquired — Not Applicable
(b)	Pro Forma Financial Information — Not Applicable
(c)	Shell Company Transactions — Not Applicable
(d)	Exhibits

Exhibit No.	Exhibit
10.33*	Equity Commitment for Rights Offering between Covanta Holding Corporation and SZ Investments L.L.C. dated February 1, 2005 (incorporated herein by reference to Exhibit 10.2 of Covanta Holding Corporation’s Current Report on Form 8-K dated January 31, 2005 and filed with the SEC on February 2, 2005).
10.34*	Equity Commitment for Rights Offering between Covanta Holding Corporation and EGI-Fund (05-07) Investors, L.L.C. dated February 1, 2005 (incorporated herein by reference to Exhibit 10.3 of Covanta Holding Corporation’s Current Report on Form 8-K dated January 31, 2005 and filed with the SEC on February 2, 2005).
10.35*	Equity Commitment for Rights Offering between Covanta Holding Corporation and Third Avenue Trust, on behalf of The Third Avenue Value Fund Series dated February 1, 2005 (incorporated herein by reference to Exhibit 10.4 of Covanta Holding Corporation’s Current Report on Form 8-K dated January 31, 2005 and filed with the SEC on February 2, 2005).
99.1	Press Release, dated May 18, 2009.

* Incorporated by reference into the Company’s Registration Statement on Form S-3 Reg. No. 333-158409 as an exhibit thereto.

SIGNATURES

          Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: May 18, 2009

COVANTA HOLDING CORPORATION (Registrant)
By:	/s/ Timothy J. Simpson
	Name:	Timothy J. Simpson
	Title:	Executive Vice President, General Counsel and Secretary

COVANTA HOLDING CORPORATION

EXHIBIT INDEX

Exhibit No.	Exhibit
10.33*	Equity Commitment for Rights Offering between Covanta Holding Corporation and SZ Investments L.L.C. dated February 1, 2005 (incorporated herein by reference to Exhibit 10.2 of Covanta Holding Corporation’s Current Report on Form 8-K dated January 31, 2005 and filed with the SEC on February 2, 2005).
10.34*	Equity Commitment for Rights Offering between Covanta Holding Corporation and EGI-Fund (05-07) Investors, L.L.C. dated February 1, 2005 (incorporated herein by reference to Exhibit 10.3 of Covanta Holding Corporation’s Current Report on Form 8-K dated January 31, 2005 and filed with the SEC on February 2, 2005).
10.35*	Equity Commitment for Rights Offering between Covanta Holding Corporation and Third Avenue Trust, on behalf of The Third Avenue Value Fund Series dated February 1, 2005 (incorporated herein by reference to Exhibit 10.4 of Covanta Holding Corporation’s Current Report on Form 8-K dated January 31, 2005 and filed with the SEC on February 2, 2005).
99.1	Press Release, dated May 18, 2009.

* Incorporated by reference into the Company’s Registration Statement on Form S-3 Reg. No. 333-158409 as an exhibit thereto.

EX-99.1

EXHIBIT 99.1

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, NJ, May 18, 2009 — 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.

Contact

Marisa F. Jacobs, Esq.
Vice President, Investor Relations and Corporate Communications
1-973-882-4196

Or

Vera Carley
Director, Media Relations and Corporate Communications
1-973-882-2439