##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C. 20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
    
    EXCHANGE ACT OF 1934For The Year Ended December 31, 2010o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES
    EXCHANGE ACT OF 1934For The Transition Period
    From          To     OLYMPIC STEEL, INC.
 (Exact name of registrant as
    specified in its charter)
  Ohio

34-1245650(State or other jurisdiction of
    incorporation or organization)

(I.R.S. Employer
    Identification Number)5096 Richmond Road, Bedford Heights, Ohio

44146(Address of principal executive
    offices)

(Zip Code)   (216) 292-3800
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each Class

Name of each Exchange on which registeredCommon Stock, without par value


The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  12b-2
  Large
    accelerated
    filer o
    Accelerated
    filer þ
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




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##### 





TABLE OF
    CONTENTS
  PagePART IItem1.

Business


2Item 1A.

Risk Factors


10Item 1B.

Unresolved Staff Comments


17Item 2.

Properties


17Item 3.

Legal Proceedings


18Item 4.

Removed and Reserved


18Executive Officers of the Registrant


18PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


20Item 6.

Selected Financial Data


21Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


22Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


29Item 8.

Financial Statements and Supplementary Data


31Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


52Item 9A.

Controls and Procedures


52Item 9B.

Other Information


52PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


52Item 11.

Executive Compensation


52Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


53Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


53Item 14.

Principal Accountant Fees and Services


53PART IVItem 15.

Exhibits and Financial Statement Schedules


53Signatures


54Index to Exhibits


55EX-21EX-23EX-24EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  The
    Company
      (216) 292-3800, Form 10-K.
  Industry
    Overview
    cutting-to-length,
  just-in-time
 2




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Corporate
    History
  start-up
  Business
    Strategy and Objectives
    start-up
      
    A set of core values, which is communicated, practiced and
    measured throughout the Company.
    Our flawless execution program (Fe), which is an
    internal program that empowers employees to achieve profitable
    growth by delivering superior customer service and exceeding
    customer expectations and recognizes them for their efforts.
    On-going business process enhancements and redesigns to improve
    efficiencies and reduce costs.
    New systems and key metric reporting to focus managers on
    achieving specific operating objectives.
    Alignment of compensation with the financial performance of the
    Company and the achievement of specific operating objectives.    Investment In Value-Added Processing
    Equipment.
 3




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cut-to-length
  cut-to-length
  Sales And Marketing. just-in-time just-in-time
        Management.
  Products,
    Processing Services and Quality Standards
     4




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cutting-to-length, Cutting-to-length
    (a)


(b)


(c)Eastern


Southern


Central


(d)Processing Equipment

Region


Region


Region


Michigan


TotalCutting-to-length


6



2



3



1



12Blanking


1











4



5Tempering


1







1







2Plate processing


14



9



22







45Slitting


2



2



2



2



8Shearing


3







1







4Machining


24



13



15







52Painting


1



2











3Shot blasting/grinding


4



1



4







9Total


56



29



48



7



140     (a)
    
    Consists of nine facilities located in Ohio, Connecticut,
    Illinois, Kentucky and Pennsylvania.(b)
    
    Consists of two facilities located in Georgia and North Carolina.(c)
    
    Consists of four facilities located in Minnesota, Iowa and
    Washington.(d)
    
    Consists of a single facility in Detroit, Michigan.  TS-16949
  Customers
    and Distribution
   5




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250-mile just-in-time
  just-in-time just-in-time
    Raw
    Materials
    just-in-time
  Suppliers
   6




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just-in-time
  Competition
      Management
    Information Systems
      Inventory Management.
  Differentiated Services To Customers. just-in-time
  Internal Communications.
  E-Commerce
    and Advanced Customer Interaction. e-procurement
  System and Process Enhancements.
   7




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e-mail,
  Employees
      Service
    Marks, Trade Names and Patents
      Government
    Regulation
    Environmental
    Seasonality
   8




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Effects
    of Inflation
    Backlog
    Available
    Information
  1-800-SEC-0330. http://www.sec.gov.
  Form 10-K, Form 10-Q, Form 8-K
  Form 10-K.
  Forward-Looking
    Information
  Form 10-K
  
    the ability to successfully finalize an agreement with
    U.S. Steel for the purchase of a facility in Gary, Indiana,
    and to place the facility in operation during the expected
    timeframe;
    general and global business, economic, financial and political
    conditions, including the ongoing effects of the global economic
    recovery;
    access to capital and global credit markets;
    competitive factors such as the availability and pricing of
    metal, industry shipping and inventory levels and rapid
    fluctuations in customer demand and metal pricing; 9




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
    the cyclicality and volatility within the metal industry;
    the ability of our customers (especially those that may be
    highly leveraged, and those with inadequate liquidity) to
    maintain their credit availability;
    the ability of our customers to honor their agreements related
    to derivative instruments;
    customer, supplier and competitor consolidation, bankruptcy or
    insolvency;
    reduced production schedules, layoffs or work stoppages by our
    own or our suppliers or customers personnel;
    the availability and costs of transportation and logistical
    services;
    equipment installation delays or malfunctions, including the new
    Gary, Indiana temper mill and
    cut-to-length
    line;
    the amounts, successes and our ability to continue our capital
    investments and strategic growth initiatives and our business
    information system implementations;
    the successes of our strategic efforts and initiatives to
    increase sales volumes, maintain or improve working capital
    turnover and free cash flows, reduce costs and improve inventory
    turnover and improve our customer service;
    the timing and outcome of inventory lower of cost or market
    adjustments;
    the adequacy of our existing information technology and business
    system software;
    the successful implementation of our new information systems;
    the timing and outcome of our joint ventures efforts and
    ability to liquidate its remaining real estate;
    our ability to pay regular quarterly cash dividends and the
    amounts and timing of any future dividends;
    our ability to generate free cash flow through operations,
    reduce inventory and to repay debt within anticipated time
    frames; and
    the recently enacted federal healthcare legislations
    impact on the healthcare benefits required to be provided by us
    and the impact of such legislation on our compensation and
    administrative costs.    ITEM 1A.
    RISK
    FACTORS  In addition to the other information in this Annual Report on
    Form 10-K
    and our other filings with the SEC, the following risk factors
    should be carefully considered in evaluating us and our business
    before investing in our common stock. The risks and
    uncertainties described below are not the only ones facing us.
    Additional risks and uncertainties, not presently known to us or
    otherwise, may also impair our business. If any of the risks
    actually occur, our business, financial condition or results of
    operations could be materially and adversely affected. In that
    case, the trading price of our common stock could decline, and
    investors may lose all or part of their investment.
 10




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Risks
    Related to our Business
  Volatile
    metal prices can cause significant fluctuations in our operating
    results. Our sales and operating income could decrease if metal
    prices decline or if we are unable to pass producer price
    increases on to our customers.
    just-in-time
    We
    service industries that are highly cyclical, and any downturn in
    our customers demand could reduce our sales, margins and
    profitability.
     11




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Customer
    credit constraints and credit losses could have a material
    adverse effect on our results of operations.
  and/or
  Our
    success is dependent upon our relationships with certain key
    customers.
    Our
    implementation of new information systems could adversely affect
    our results of operations and cash flows.
    
    a significant deployment of capital and a significant use of
    management and employee time;
    the possibility that the software vendors may not be able to
    complete the project as planned;
    the possibility that the timeline, costs or complexities related
    to the new system implementations will be greater than expected;
    the possibility that the software, once fully implemented, does
    not work as planned;
    the possibility that benefits from the new systems may be lower
    or take longer to realize than expected;
    the possibility that disruptions from the implementation may
    make it difficult for us to maintain relationships with our
    respective customers, employees or suppliers; and
    limitations on the availability and adequacy of proprietary
    software or consulting, training and project management
    services, as well as our ability to retain key personnel
    assigned to the project.   12




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The
    failure of our key computer-based systems could have a material
    adverse effect on our business.
    Risks
    associated with our growth strategy may adversely impact our
    ability to sustain our growth.
    start-up start-up
  day-to-day
  Although
    we expect to finance our future and in-process growth
    initiatives through borrowings under our credit facility, we may
    have to find additional sources of funding, which could be
    difficult. Additionally, increased leverage could adversely
    impact our business and results of operations.
      
    increase our vulnerability to adverse economic and industry
    conditions;
    require us to dedicate a substantial portion of cash from
    operations to the payment of debt service, thereby reducing the
    availability of cash to fund working capital, capital
    expenditures, dividends and other general corporate purposes;
    limit our ability to obtain additional financing for working
    capital, capital expenditures, general corporate purposes or
    acquisitions;
    place us at a disadvantage compared to our competitors that are
    less leveraged; and
    limit our flexibility in planning for, or reacting to, changes
    in our business. 13




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We depend
    on our senior management team and the loss of any member could
    prevent us from implementing our business strategy.
    Labor
    disruptions at any of our facilities or those of major customers
    could adversely affect our business, results of operations and
    financial condition.
      An
    interruption in the sources of our metal supply could have a
    material adverse effect on our results of operations.
  just-in-time
  We may
    not be able to retain or expand our customer base if the U.S.
    manufacturing industry continues to erode or if the U.S. dollar
    strengthens.
   14




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Our
    business is highly competitive, and increased competition could
    reduce our market share and harm our financial
    performance.
    Increases
    in energy prices would increase our operating costs, and we may
    be unable to pass all these increases on to our customers in the
    form of higher prices.
    Risks
    Related to Our Common Stock
  The
    market price for our common stock may be volatile.
    
    announcement of our quarterly operating results or the operating
    results of other metals service centers;
    changes in financial estimates or recommendations by stock
    market analysts regarding us or our competitors;
    the operating and stock performance of other companies that
    investors may deem comparable;
    developments affecting us, our customers or our suppliers;
    press releases, earnings releases or publicity relating to us or
    our competitors or relating to trends in the metals service
    center industry;
    inability to meet securities analysts and investors
    quarterly or annual estimates or targets of our performance;
    sales of our common stock by large shareholders;
    general domestic or international economic, market and political
    conditions;
    changes in the legal or regulatory environment affecting our
    business; and
    announcements by us or our competitors of significant
    acquisitions, dispositions or joint ventures, or other material
    events impacting the domestic or global metal industry.   15




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Our
    quarterly results may be volatile.
    quarter-to-quarter
  Certain
    provisions in our charter documents and Ohio law could delay or
    prevent a change in management or a takeover attempt that you
    may consider to be in your best interest.
      
    allow our Board of Directors to issue preferred stock without
    shareholder approval;
    provide for our Board of Directors to be divided into two
    classes of directors serving staggered terms;
    limit who can call a special meeting of shareholders; and
    establish advance notice requirements for nomination for
    election to the Board of Directors or for proposing matters to
    be acted upon at shareholder meetings.   16




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Principal
    shareholders who own a significant numbers of shares of our
    common stock may have interests that conflict with
    yours.
    ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES  250-mile one-day
  Square



Owned orOperation

Location

Feet

Function

LeaseCleveland

Bedford Heights,
    Ohio(1)


127,000


Corporate headquarters, coil processing and distribution center

OwnedBedford Heights,
    Ohio(1)


121,500


Coil and plate processing, distribution center and offices

OwnedBedford Heights,
    Ohio(1)


59,500


Plate processing, distribution center and offices

Leased (2)Dover, Ohio


62,000


Plate processing, fabrication and distribution center

OwnedMinneapolis

Plymouth, Minnesota


196,800


Coil and plate processing, distribution center and offices

OwnedPlymouth, Minnesota


112,200


Plate processing, fabrication, distribution center and offices

OwnedDetroit

Detroit, Michigan


256,000


Coil processing, distribution center and offices

OwnedWinder

Winder, Georgia


285,000


Coil and plate processing, distribution center and offices

OwnedIowa

Bettendorf, Iowa


244,000


Coil and plate processing, fabrication, distribution center and
    offices

OwnedConnecticut

Milford, Connecticut


134,000


Coil processing, distribution center and offices

OwnedChambersburg

Chambersburg, Pennsylvania


157,000


Plate processing, distribution center and offices

OwnedChambersburg, Pennsylvania


150,000


Plate processing, fabrication, distribution center and offices

OwnedKentucky

Mt. Sterling,
    Kentucky(3)


100,000


Plate processing and distribution center

OwnedChicago

Schaumburg, Illinois


80,500


Coil and sheet processing, distribution center and offices

OwnedNorth Carolina

Siler City, North Carolina


74,000


Plate processing, fabrication, distribution center and offices

OwnedWashington

Moses Lake, Washington


12,000


Distribution center

Leased (4)     (1)
    
    The Bedford Heights facilities are all adjacent properties. 17




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(2)
    
    This facility is leased
    month-to-month
    from a related party pursuant to the terms of a triple net lease
    for $16,275 per month.(3)
    
    Expected to become operational in the first quarter of 2011.(4)
    
    The lease on this facility expires on November 30, 2011,
    with annual renewal options.    ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    REMOVED
    AND RESERVED EXECUTIVE
    OFFICERS OF THE REGISTRANT  Regulation S-K.
      Make-A-Wish
   18




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19




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PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Price
    Range of Common Stock
    2010

2009High

Low

High

LowFirst quarter

$
36.25


$
26.69


$
23.62


$
10.44Second quarter


36.75



22.89



27.25



14.45Third quarter


26.41



20.18



29.96



18.85Fourth quarter


29.05



20.91



34.70



24.48   Holders
    of Record
    Dividends
        Issuer
    Purchases of Equity Securities
    Recent
    Sales of Unregistered Securities
   20




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ITEM 6.
    SELECTED
    FINANCIAL DATA    For the Years Ended December 31,2010

2009

2008

2007

2006(In thousands, except per share data)Tons Sold Data:Direct


879



645



1,041



1,098



1,064Toll (a)


90



76



125



150



202Total


969



721



1,165



1,248



1,266Income Statement Data:Net sales (a)

$
805,043


$
523,395


$
1,227,245


$
1,028,963


$
981,004Gross profit (b)


154,645



21,261



296,639



201,675



200,699Operating expenses (c)


148,543



118,588



187,393



158,351



146,479Operating income (loss)


6,102



(97,327
)


109,246



43,324



54,220Loss from joint ventures (d)


















(2,137
)Interest and other expense on debt


2,305



2,217



1,148



2,819



2,677Income (loss) before income taxes


3,797



(99,544
)


108,098



40,505



49,406Net income (loss)

$
2,132


$
(61,228
)

$
67,702


$
25,270


$
31,048Earnings (Loss) Per Share Data:Basic (e)

$
0.20


$
(5.62
)

$
6.24


$
2.38


$
2.99Diluted


0.20



(5.62
)


6.21



2.35



2.92Weighted average shares  basic


10,905



10,887



10,847



10,628



10,383Weighted average shares  diluted


10,918



10,887



10,895



10,763



10,633Dividends declared (f)

$
0.08


$
0.11


$
1.18


$
0.14


$
0.12Balance Sheet Data (end of period):Current assets

$
298,809


$
214,617


$
348,480


$
283,388


$
308,215Current liabilities


102,625



66,254



95,280



92,290



92,340Working capital


196,184



148,363



253,200



191,098



215,875Total assets


429,438



338,294



474,247



386,083



405,320Total debt


55,235







40,198



16,707



68,328Shareholders equity

$
261,638


$
259,612


$
322,958


$
263,520


$
234,237     (a)
    
    Net sales generated from toll tons sold represented less than 3%
    of consolidated net sales for all years presented.(b)
    
    Gross profit is calculated as net sales less the cost of
    materials sold (and the inventory lower of cost or market
    adjustment in 2009).(c)
    
    Operating expenses are calculated as total costs and expenses
    less the cost of materials sold (and the inventory lower of cost
    or market adjustment in 2009).(d)
    
    Includes $2,000 related to ceased operations of OLP joint
    venture.(e)
    
    Calculated by dividing net income (loss) by weighted average
    shares outstanding.(f)
    
    2008 dividends declared include $1.00 per share special dividend. 21




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  The following Managements Discussion and Analysis of
    Financial Condition and Results of Operations contains
    forward-looking statements that involve risks and uncertainties.
    Our actual results may differ materially from the results
    discussed in the forward-looking statements. Factors that might
    cause a difference include, but are not limited to, those
    discussed under Item 1A Risk Factors in this Annual Report
    on
    Form 10-K.
    The following section is qualified in its entirety by the more
    detailed information, including our financial statements and the
    notes thereto, which appears elsewhere in this Annual Report.
  Overview
          just-in-time
   22




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Critical
    Accounting Policies
      Allowance
    for Doubtful Accounts Receivable
    Inventory
    Valuation
   23




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Impairment
    of Long-Lived Assets
    Income
    Taxes
    Revenue
    Recognition
    Results
    of Operations
    2010

2009

2008% of net



% of net



% of net$

sales

$

sales

$

salesNet sales


805,043



100.0



523,395



100.0



1,227,245



100.0Gross profit (a)


154,645



19.2



21,261



4.1



296,639



24.2Operating expenses (b)


148,543



18.5



118,588



22.7



187,393



15.3Operating income (loss)


6,102



0.8



(97,327
)


(18.6
)


109,246



8.9     (a)
    
    Gross profit is calculated as net sales less the cost of
    materials sold (which includes $81,063 of inventory lower of
    cost or market adjustments in 2009).(b)
    
    Operating expenses are calculated as total costs and expenses
    less the cost of materials sold.  2010
    Compared to 2009
     24




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2009
    Compared to 2008
       25




---



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Liquidity
    and Capital Resources
   26




---



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2010
    Compared to 2009
                 27




---



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and/or
  2009
    Compared to 2008
             28




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Contractual
    Obligations
    Contractual Obligations







Less than








More than(amounts in thousands)




Total


1 year


1-3 years


3-5 years


5 yearsLong-term debt obligations


(a
)

$
63,127


$
1,754


$
5,261


$
56,112


$
Unrecognized tax positions


(b
)


2,263



2,181



82







Other long-term liabilities


(c
)


4,725







762







3,963Operating leases


(d
)


9,237



3,109



3,484



1,665



979Total contractual obligations





$
79,352


$
7,044


$
9,589


$
57,777


$
4,942     (a)
    
    See Note 6 to the Consolidated Financial Statements.
    Includes debt balance and future interest obligations on debt at
    current interest rates.(b)
    
    See Note 11 to the Consolidated Financial Statements.
    Classification is based on expected settlement dates and the
    expiration of certain statutes of limitations.(c)
    
    Primarily consists of accrued bonuses, retirement liabilities
    and deferred compensation payable in future years.(d)
    
    See Note 13 to the Consolidated Financial Statements.  Off-Balance
    Sheet Arrangements
      Effects
    of Inflation
    Impact of
    Recently Issued Accounting Pronouncements
  Subsequent Events
  ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   29




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180-day
 30




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ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA  Olympic
    Steel, Inc.
  Index to
    Consolidated Financial Statements
  PageReport of Independent Registered Public
    Accounting Firm


32Managements Report on Internal Control Over
    Financial Reporting


33Consolidated Statements of Operations for the
    Years Ended December 31, 2010, 2009 and 2008


34Consolidated Balance Sheets as of
    December 31, 2010 and 2009


35Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2010, 2009 and 2008


36Consolidated Statements of Shareholders
    Equity for the Years Ended December 31, 2010, 2009 and
    2008


37Notes to Consolidated Financial Statements for
    the Years Ended December 31, 2010, 2009 and 2008


38  31




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control  Integrated Framework
           32




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MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING    Internal Control  Integrated
    Framework
   33




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Olympic
    Steel, Inc.Consolidated Statements of
    OperationsFor The Years Ended December 31, 2010,
    2009 and 2008 (in
    thousands, except per share data)
  2010


2009


2008Net sales

$
805,043


$
523,395


$
1,227,245Costs and expensesCost of materials sold (excludes items shown separately below,
    includes $81,063 of inventory lower of cost or market
    adjustments in 2009)


650,398



502,134



930,606Warehouse and processing


51,478



39,863



64,382Administrative and general


39,233



33,956



58,592Distribution


19,407



15,480



28,086Selling


19,802



12,114



19,602Occupancy


5,320



5,500



6,998Depreciation


13,303



11,675



9,733Total costs and expenses


798,941



620,722



1,117,999Operating income (loss)


6,102



(97,327
)


109,246Interest and other expense on debt


2,305



2,217



1,148Income (loss) before income taxes


3,797



(99,544
)


108,098Income tax provision (benefit)


1,665



(38,316
)


40,396Net income (loss)

$
2,132


$
(61,228
)

$
67,702Net income (loss) per share  basic

$
0.20


$
(5.62
)

$
6.24Weighted average shares outstanding  basic


10,905



10,887



10,847Net income (loss) per share  diluted

$
0.20


$
(5.62
)

$
6.21Weighted average shares outstanding  diluted


10,918



10,887



10,895   The accompanying notes are an integral part of these
    statements.
 34




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##### Table of Contents



Olympic
    Steel, Inc.Consolidated Balance SheetsAs of December 31, 2010 and 2009 (in
    thousands)
  2010


2009AssetsCash and cash equivalents

$
1,492


$
5,190Accounts receivable, net


82,859



51,269Inventories, net


200,606



111,663Income taxes receivable and deferred


8,200



41,963Prepaid expenses and other


5,652



4,686Total current assets


298,809



214,771Property and equipment, at cost


239,500



222,149Accumulated depreciation


(121,266
)


(108,589
)Net property and equipment


118,234



113,560Goodwill


7,083



6,583Other long-term assets


5,312



3,534Total assets

$
429,438


$
338,448LiabilitiesAccounts payable

$
81,645


$
52,167Accrued payroll


11,214



6,874Other accrued liabilities


9,766



7,213Total current liabilities


102,625



66,254Credit facility revolver


55,235



Other long-term liabilities


4,807



11,949Deferred income taxes


5,133



633Total liabilities


167,800



78,836Shareholders EquityPreferred stock, without par value, 5,000 shares
    authorized, no shares issued or outstanding






Common stock, without par value, 20,000 shares authorized,
    10,883 and 10,862 shares issued and outstanding


118,976



118,212Retained earnings


142,662



141,400Total shareholders equity


261,638



259,612Total liabilities and shareholders equity

$
429,438


$
338,448   The accompanying notes are an integral part of these balance
    sheets.
 35




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##### Table of Contents



Olympic
    Steel, Inc.Consolidated Statements of Cash
    FlowsFor The Years Ended December 31, 2010,
    2009 and 2008 (in
    thousands)
  2010


2009


2008Cash flows from (used for) operating activities:Net income (loss)

$
2,132


$
(61,228
)

$
67,702Adjustments to reconcile net income to net cash from operating
    activitiesDepreciation and amortization


13,872



12,227



9,733(Gain) loss on disposition of property and equipment


51



94



(464
)Stock-based compensation


627



(1,139
)


1,648Other long-term assets


(2,847
)


1,593



782Other long-term liabilities


(7,142
)


(2,445
)


4,615Long-term deferred income taxes


4,500



(784
)


(2,370
)11,193



(51,682
)


81,646Changes in working capital:Accounts receivable


(31,590
)


26,468



10,677Inventories


(88,943
)


143,637



(76,770
)Income taxes receivable and deferred


33,763



(31,319
)


Prepaid expenses and other


(966
)


(778
)


(5,815
)Accounts payable


26,612



(2,649
)


(14,834
)Change in outstanding in checks


2,866



(10,067
)


6,309Accrued payroll and other accrued liabilities


6,634



(16,287
)


11,335(51,624
)


109,005



(69,098
)Net cash from (used for) operating activities


(40,431
)


57,323



12,548Cash flows from (used for) investing activities:Capital expenditures


(17,846
)


(11,862
)


(33,759
)Proceeds from disposition of property and equipment


77



15



816Net cash used for investing activities


(17,769
)


(11,847
)


(32,943
)Cash flows from (used for) financing activities:Credit facility revolver borrowings (payments), net


55,235



(40,198
)


23,491Proceeds from exercise of stock options (including tax benefit)
    and employee stock purchases


137



217



2,904Dividends paid


(870
)


(1,196
)


(12,816
)Net cash from (used for) financing activities


54,502



(41,177
)


13,579Cash and cash equivalents:Net increase (decrease)


(3,698
)


4,299



(6,816
)Beginning balance


5,190



891



7,707Ending balance

$
1,492


$
5,190


$
891   The accompanying notes are an integral part of these
    statements.
 36




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##### Table of Contents



Olympic
    Steel, Inc.Consolidated Statements of
    Shareholders EquityFor The Years Ended December 31, 2010,
    2009 and 2008 (in
    thousands)
  Common


RetainedStock


EarningsBalance at December 31, 2007

$
114,582


$
148,938Net income






67,702Payment of dividends






(12,816
)Exercise of stock options and employee stock purchases
    (134 shares)


2,904



Stock-based compensation


1,648



Balance at December 31, 2008

$
119,134


$
203,824Net loss

$



$
(61,228
)Payment of dividends






(1,196
)Exercise of stock options and employee stock purchases
    (22 shares)


217



Stock-based compensation


(1,139
)


Balance at December 31, 2009

$
118,212


$
141,400Net income

$



$
2,132Payment of dividends






(870
)Exercise of stock options and employee stock purchases
    (16 shares)


137



Stock-based compensation


627



Balance at December 31, 2010

$
118,976


$
142,662   The accompanying notes are an integral part of these
    statements.
 37




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##### Table of Contents



Olympic
    Steel, Inc.Notes to Consolidated Financial StatementsFor The Years Ended December 31, 2010, 2009 and 2008 (dollars
    in thousands, except per share amounts)
  1.  Summary
    of Significant Accounting
    Policies:
  Principles
    of Consolidation
    Nature
    of Business
    Accounting
    Estimates
    Concentration
    Risks
      Cash
    and Cash Equivalents
    Fair
    Market Value
    Level 1
 38




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##### Table of Contents



Level 2
  Level 3
    Accounts
    Receivable
      Inventories
    Property
    and Equipment, and Depreciation
    Goodwill
      Income
    Taxes
   39




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##### Table of Contents



Revenue
    Recognition
    Shipping
    and Handling Fees and Costs
    Impairment
    Stock-Based
    Compensation
    Presentation
    of Change in Outstanding Checks
    Form 10-K
  Impact
    of Recently Issued Accounting Pronouncements
  Subsequent Events
 40




---



##### Table of Contents



2.  Accounts
    Receivable:
      3.  Inventories:
    As of December 31,2010


2009Unprocessed

$
143,410


$
86,071Processed and finished


57,196



25,592Totals

$
200,606


$
111,663     4.  Investments
    in Joint
    Ventures:
   41




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##### Table of Contents



5.  Property
    and
    Equipment:
    Depreciable

As of December 31,Lives

2010


2009Land



$
11,937


$
11,622Land improvements

10


1,453



1,469Buildings and improvements

30


76,058



74,332Machinery and equipment

5-15


111,339



106,706Furniture and fixtures

7


6,142



5,653Computer software and equipment

5


21,005



18,725Vehicles

5


34



29Construction in progress




11,532



3,613$
239,500


$
222,149Less accumulated depreciation




(121,266
)


(108,589
)Net property and equipment



$
118,234


$
113,560       6.  Debt:
          Scheduled
    Debt Maturities, Interest, Debt Carrying Values
   42




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##### Table of Contents



7.  Shares Outstanding
    and Earnings Per
    Share:
  2010


2009


2008(In thousands, except per share data)Weighted average basic shares outstanding


10,905



10,887



10,847Assumed exercise of stock options and issuance of stock awards


13







48Weighted average diluted shares outstanding


10,918



10,887



10,895Net income (loss)

$
2,132


$
(61,228
)

$
67,702Basic earnings (loss) per share

$
0.20


$
(5.62
)

$
6.24Diluted earnings (loss) per share

$
0.20


$
(5.62
)

$
6.21Anti-dilutive securities outstanding


101



149



19   8.  Derivative
    Instruments:
        Fair Value of Derivative Instrumentsnot Designated as HedgesAs of December 31, 2010Assets


LiabilitiesCurrent


Fair Value


Current


Fair Value(In thousands)Nickel swaps

$
127


$
127


$



$
Embedded customer derivatives










123



123Total derivative fair value

$
127


$
127


$
123


$
123    43




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##### Table of Contents



Net Gain (Loss)Recognized(In thousands)Nickel swaps

$
55Embedded customer derivatives


(55
)Total

$
       Fair Value Measurementsat December 31, 2010Level 1


Level 2


Level 3


Total(In thousands)Nickel swaps

$



$
127


$



$
127Embedded customer derivatives






(123
)






(123
)$



$
4


$



$
4   9.  Stock
    Options:
      For the Year Ended

For the Year Ended

For the Year EndedDecember 31, 2010

December 31, 2009

December 31, 2008Stock option expense before taxes

$
60


$
210


$
210Stock option expense after taxes

$
34


$
129


$
132Impact per basic share

$



$
0.01


$
0.01Impact per diluted share

$



$
0.01


$
0.01      44




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##### Table of Contents



WeightedWeighted


AverageAverage Exercise


Remaining


AggregateNumber of Shares


Price


Contractual Term


Intrinsic ValueOutstanding at December 31, 2009


55,007


$
19.29Granted






Exercised


(8,000
)


8.36Forfeited


(1,000
)


32.63Outstanding at December 31, 2010


46,007


$
20.90



4.69 years


$
449Exercisable at December 31, 2010


46,007


$
20.90



4.69 years


$
449     10.  Restricted
    Stock Units and Performance Share
    Units:
           45




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##### Table of Contents



For the Year Ended

For the Year Ended

For the Year EndedDecember 31, 2010

December 31, 2009

December 31, 2008RSU and PERSU expense (reversal) before taxes

$
567


$
(1,349
)

$
1,438RSU and PERSU expense (reversal) after taxes

$
318


$
(830
)

$
900Impact per basic share

$
0.03


$
(0.08
)

$
0.08Impact per diluted share

$
0.03


$
(0.08
)

$
0.08       Number of


Weighted Average


AggregateShares


Exercise Price


Intrinsic ValueOutstanding at December 31, 2009


21,600


$
28.84Granted


32,202


$
33.85Converted into shares


(7,200
)

$
(21.63
)Forfeited






Outstanding at December 31, 2010


46,602


$
33.41


$
38Vested at December 31, 2010


14,400


$
32.44


$
38       WeightedNumber of


Average


AggregateShares


Exercise Price


Intrinsic ValueOutstanding at December 31, 2009


86,668


$
25.77Granted





$
Converted into shares






Lapsed based on performance criteria


(33,681
)

$
(32.20
)Forfeited





$
Outstanding at December 31, 2010


52,987


$
21.68


$
371Vested at December 31, 2010





$



$
    46




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##### Table of Contents



11.  Income
    Taxes:
    2010


2009


2008Current:Federal

$
(1,831
)

$
(37,049
)

$
37,963State and Local


(65
)


(1,468
)


6,750(1,896
)


(38,517
)


44,713Deferred


3,561



201



(4,317
)$
1,665


$
(38,316
)

$
40,396     2010


2009Deferred tax assets:Inventory

$
1,207


$
836Net operating loss and tax credit carryforwards


5,108



6,438Allowance for doubtful accounts


485



253Accrued expenses


4,021



6,851Other


80



13410,901



14,512Valuation reserve


(412
)


(605
)Total deferred tax assets


10,489



13,907Deferred tax liabilities:Property and equipment


(8,478
)


(8,501
)Intangibles


(1,712
)


(1,633
)Other


(412
)


(325
)Total deferred tax liabilities


(10,602
)


(10,459
)Deferred tax assets (liabilities), net

$
(113
)

$
3,448     2010


2009


2008Balance as of the beginning of the year

$
2,190


$
4,378


$
3,059Increases related to prior year tax positions










1,613Decreases related to prior year tax positions


(158
)


(293
)


(92
)Increases related to current year tax positions


24



130



Decreases related to settlements with taxing authorities






(1,895
)


Decreases related to lapsing of statute of limitations


(51
)


(130
)


(202
)Balance as of the end of the year

$
2,005


$
2,190


$
4,378   2007-2009
   47




---



##### Table of Contents



2010


2009


2008U.S. federal statutory rate


35.0
%


35.0
%


35.0
%State and local taxes, net of federal benefit


1.3
%


3.2
%


3.7
%Sec. 199 manufacturing deduction










(1.6
)%Meals and entertainment


5.0
%


(0.1
)%


0.2
%All other, net


2.6
%


0.4
%


0.1
%Effective income tax rate


43.9
%


38.5
%


37.4
%     12.  Retirement
    Plans:
      W-2
          13.  Commitments
    and
    Contingencies:
   48




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##### Table of Contents



2011

$
3,1092012


2,1082013


1,3762014


1,0142015


651Thereafter


979$
9,237         14.  Related-Party
    Transactions:
  month-to-month
  15.  Shareholder
    Rights
    Plan:
        16.  Shelf
    Registration
    Statement:
   49




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##### Table of Contents



Schedule II 
    Valuation and Qualifying Accounts (in
    thousands)
  AdditionsBalance at

Charged to

Charged to



Balance atBeginning

Costs and

Other



End ofDescription

of Period

Expenses

Accounts

Deductions

PeriodYear Ended December 31, 2008Allowance for doubtful accounts

$
1,427


$
1,378


$



$
(1,702
)

$
1,103Tax valuation reserve

$
337


$



$



$
(41
)

$
296Year Ended December 31, 2009Allowance for doubtful accounts

$
1,103


$
268


$



$
(706
)

$
665Tax valuation reserve

$
296


$
309


$



$



$
605Year Ended December 31, 2010Allowance for doubtful accounts

$
665


$
3,031


$



$
(2,386
)

$
1,310Tax valuation reserve

$
605


$
(193
)

$



$



$
412  50




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##### Table of Contents



SUPPLEMENTAL
    FINANCIAL INFORMATION
    Unaudited Quarterly Results of Operations (in
    thousands, except per share amounts)
  2010

1st


2nd


3rd


4th


YearNet sales

$
167,901


$
212,756


$
209,185


$
215,201


$
805,043Operating income (loss)


3,329



5,584



(1,276
)


(1,535
)


6,102Income (loss) before income taxes


2,823



5,063



(1,878
)


(2,211
)


3,797Net income (loss)

$
1,711


$
3,254


$
(1,237
)

$
(1,596
)

$
2,132Basic net income (loss) per share

$
0.16


$
0.30


$
(0.11
)

$
(0.15
)

$
0.20Weighted average shares outstanding  basic


10,905



10,905



10,909



10,913



10,905Diluted net income (loss) per share

$
0.16


$
0.30


$
(0.11
)

$
(0.15
)

$
0.20Weighted average shares outstanding  diluted


10,918



10,922



10,909



10,913



10,918Market price of common stock: (a)High

$
36.25


$
36.75


$
26.41


$
29.05


$
36.75Low


26.69



22.89



20.18



20.91



20.18   2009

1st


2nd


3rd


4th


YearNet sales

$
140,873


$
122,426


$
121,599


$
138,497


$
523,395Operating income (loss)


(41,970
)


(53,272
)


1,859



(3,944
)


(97,327
)Income (loss) before income taxes


(42,213
)


(54,323
)


1,292



(4,300
)


(99,544
)Net income (loss)

$
(25,455
)

$
(33,832
)

$
671


$
(2,612
)

$
(61,228
)Basic net income (loss) per share

$
(2.34
)

$
(3.11
)

$
0.06


$
(0.24
)

$
(5.62
)Weighted average shares outstanding  basic


10,880



10,882



10,894



10,898



10,887Diluted net income (loss) per share

$
(2.34
)

$
(3.11
)

$
0.06


$
(0.24
)

$
(5.62
)Weighted average shares outstanding  diluted


10,880



10,882



10,909



10,898



10,887Market price of common stock: (a)High

$
23.62


$
27.25


$
29.96


$
34.70


$
34.70Low


10.44



14.45



18.85



24.48



10.44     (a)
    
    Represents the high and low sales prices of our common stock as
    reported by the Nasdaq Global Select Market. 51




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##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15 Rule 13a-15(e)
  Managements
    Report on Internal Control Over Financial Reporting
  Form 10-K
  Changes
    in Internal Control Over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE
    GOVERNANCE  Form 10-K
  ITEM 11.
    EXECUTIVE
    COMPENSATION   52




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##### Table of Contents



ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES  (a)(1) The following financial statements are included in
    Part II, Item 8:
                (a)(2) Financial Statement Schedules.
  (a)(3) Exhibits.
 53




---



##### Table of Contents



SIGNATURES  Pursuant to the requirements of Section 13 or 15(d) 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.
    By:
    /s/  Richard
    T. Marabito      Pursuant to the requirements of the Securities Exchange Act
    of 1934, this report has been signed below by the following
    persons in the capacities indicated and on the dates
    indicated.
  /s/  Michael
    D.
    Siegal*Michael
    D. Siegal
    Chairman of the Board and Chief Executive Officer
    (Principal Executive Officer)

February 24, 2011/s/  David
    A. Wolfort*David
    A. Wolfort
    President, Chief Operating Officer
    and Director

February 24, 2011/s/  Richard
    T. Marabito*Richard
    T. Marabito
    Chief Financial Officer and Treasurer
    (Principal Financial Officer and Principal 
    Accounting Officer)

February 24, 2011/s/  Arthur
    F. Anton*Arthur
    F. Anton, Director

February 24, 2011/s/  Dirk
    A. Kempthorne*Dirk
    A. Kempthorne, Director

February 24, 2011/s/  Ralph
    M. Della Ratta, Jr.*Ralph
    M. Della Ratta, Jr., Director

February 24, 2011/s/  James
    B. Meathe*James
    B. Meathe, Director

February 24, 2011/s/  Howard
    L. Goldstein*Howard
    L. Goldstein, Director

February 24, 2011   *
    The undersigned, by signing his name hereto, does sign and
    execute this Annual Report on
    Form 10-K
    pursuant to the Powers of Attorney executed by the above-named
    officers and directors of the Company and filed with the
    Securities and Exchange Commission on behalf of such officers
    and directors.  By: /s/  Richard
    T. MarabitoRichard
    T. Marabito,
    Attorney-in-Fact

February 24, 2011  54




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##### Table of Contents



OLYMPIC
    STEEL, INC.
  INDEX
    TO EXHIBITS
  Exhibit

Description of Document

Reference3.1(i)

Amended and Restated Articles of Incorporation

Incorporated by reference to Exhibit 3.1(i) to the Registration
    Statement on Form S-1 (Registration No. 33-73992) filed with the
    Commission on January 12, 1994.3.1(ii)

Amended and Restated Code of Regulations

Incorporated by reference to Exhibit 4.2 to Registrants
    Registration Statement on
    Form S-8
    (Registration No. 333-1439001) filed with the Commission on June
    20, 2007.4.18

Second Amended and Restated Credit Agreement dated as of
    May 28, 2008 by and among the Company, the financial
    institutions from time to time party thereto and Comerica Bank,
    as Administrative Agent

Incorporated by reference to Exhibit 4.18 to Registrants
    Form 8-K filed with the Commission on June 3, 2008 (Commission
    File No. 0-23320).4.19

First Amendment to Second Amended and Restated Credit Agreement
    dated as of April 6, 2009 by and among the Resistrant, the
    financial institutions from time to time party thereto and
    Comerica Bank, as Administrative Agent, and the other agents
    from time to time party thereto.

Incorporated by reference to Exhibit 4.19 to Registrants
    Form 8-K filed with the Commission on April 7, 2009 (Commission
    File No. 0-23320).4.20

Second Amendment to Second Amended and Restated Credit Agreement
    dated as of July 24, 2009 by and among the Resistrant, the
    financial institutions from time to time party thereto and
    Comerica Bank, as Administrative Agent, and the other agents
    from time to time party thereto.

Incorporated by reference to Exhibit 4.20 to Registrants
    Form 8-K filed with the Commission on July 30, 2009 (Commission
    File No. 0-23320).4.21

Loan and Security Agreement, dated as of June 30, 2010, by
    and among the Registrant, the financial institutions from time
    to time party thereto, Bank of America, N.A., as administrative
    agent, and the other agents from time to time party thereto.

Incorporated by reference to Exhibit 4.21 to Registrants
    Form 8-K filed with the Commission on July 7, 2010 (Commission
    File No. 0-23320).10.1*

Olympic Steel, Inc. Stock Option Plan

Incorporated by reference to Exhibit 10.1 to the Registration
    Statement on Form S-1 (Registration No. 33-73992) filed with the
    Commission on January 12, 1994.10.2

Lease, dated as of July 1, 1980, as amended, between S.M.S.
    Realty Co., a lessor, and the Registrant, as lessee, relating to
    one of the Cleveland facilities

Incorporated by reference to Exhibit 10.3 to Registration
    Statement on Form S-1 (Registration No. 33-73992) filed with the
    Commission on January 12, 1994.10.3

Intentionally omitted10.4

Lease, dated as of November 30, 1987, as amended, between
    Tinicum Properties Associates L.P., as lessor, and the
    Registrant, as lessee, relating to Registrants Lester,
    Pennsylvania facility

Incorporated by reference to Exhibit 10.4 to the Registration
    Statement on Form S-1 (Registration No. 33-73992) filed with the
    Commission on January 12, 1994.10.7

Operating Agreement of OLP, LLC, dated April 4, 1997, by
    and between the U.S. Steel Group of USX Corporation and Oly
    Steel Welding, Inc.

Incorporated by reference to Exhibit 10.9 to Registrants
    Form 10-Q filed with the Commission on May 5, 1997 (Commission
    File No. 0-23320). 55




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##### Table of Contents



Exhibit

Description of Document

Reference10.8*

Form of Management Retention Agreement for Senior Executive
    Officers of the Company

Incorporated by reference to Exhibit 10.8 to Registrants
    Form 10-Q filed with the Commission on August 7, 2000
    (Commission File No. 0-23320).10.9*

Form of Management Retention Agreement for Other Officers of the
    Company

Incorporated by reference to Exhibit 10.9 to Registrants
    Form 10-Q filed with the Commission on August 7, 2000
    (Commission File No. 0-23320).10.10*

David A. Wolfort Employment Agreement effective as of
    January 1, 2006

Incorporated by reference to Exhibit 10.10 to Registrants
    Form 8-K filed with the Commission on December 23, 2005
    (Commission File No. 0-23320).10.12*

Michael D. Siegal Employment Agreement dated January 7, 2010

Incorporated by reference to Exhibit 10.12 to Registrants
    Form 8-K filed with the Commission on January 13, 2010
    (Commission File No. 0-23320).10.13*

Richard T. Marabito Employment Agreement dated August 8,
    2006

Incorporated by reference to Exhibit 10.13 to Registrants
    Form 10-Q filed with the Commission on August 9, 2006
    (Commission File No. 0-23320).10.14*

Olympic Steel, Inc. Executive Deferred Compensation Plan dated
    December 15, 2004

Incorporated by reference to Exhibit 10.14 to Registrants
    Form 10-K filed with the Commission on March 14, 2005
    (Commission File No. 0-23320).10.15*

Form of Non-Solicitation Agreements

Incorporated by reference to Exhibit 10.15 to Registrants
    Form 8-K filed with the Commission on March 4, 2005 (Commission
    File No. 0-23320).10.16*

Form of Management Retention Agreement

Incorporated by reference to Exhibit 10.16 to Registrants
    Form 10-Q filed with the Commission on August 8, 2005
    (Commission File No. 0-23320).10.17*

Supplemental Executive Retirement Plan Term Sheet

Incorporated by reference to Exhibit 99.1 to Registrants
    Form 8-K filed with the Commission on January 5, 2006
    (Commission File No. 0-23320).10.18*

Summary of Non-Employee Director Compensation

Incorporated by reference to Exhibit 10.18 to Registrants
    Form 10-K filed with the Commission on March 15, 2006
    (Commission File No. 0-23320).10.19*

Summary of Senior Management Compensation Plan

Incorporated by reference to Exhibit 10.19 to Registrants
    Form 10-K filed with the Commission on March 15, 2006
    (Commission File No. 0-23320).10.20*

Olympic Steel, Inc. Supplemental Executive Retirement Plan

Incorporated by reference to Exhibit 10.20 to Registrants
    Form 8-K filed with the Commission on April 28, 2006 (Commission
    File No. 0-23320).10.21*

Olympic Steel, Inc. 2007 Omnibus Incentive Plan

Incorporated by reference to Exhibit 10.21 to Registrants
    Form 8-K filed with the Commission on May 3, 2007 (Commission
    File No. 0-23320). 56




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##### Table of Contents



Exhibit

Description of Document

Reference10.22*

Form of Performance-Earned Restricted Stock Unit (PERS Unit)
    Agreement for Messrs. Siegal, Wolfort and Marabito

Incorporated by reference to Exhibit 10.22 to Registrants
    Form 10-Q filed with the Commission on August 8, 2007
    (Commission File No. 0-23320).10.23*

Form of Performance-Earned Restricted Stock Unit (PERS Unit)
    Agreement for Mr. Manson and Ms. Potash

Incorporated by reference to Exhibit 10.23 to Registrants
    Form 10-Q filed with the Commission on August 8, 2007
    (Commission File No. 0-23320).10.24*

Amendment to Management Retention Agreement with Richard T.
    Marabito dated March 13, 2008

Incorporated by reference to Exhibit 10.24 to Registrants
    Form 10-K filed with the Commission on March 14, 2008
    (Commission File No. 0-23320).10.25*

Form of Performance-Earned Restricted Stock Unit (PERS Unit)
    Agreement for Messrs. Siegal, Wolfort and Marabito.

Incorporated by reference to Exhibit 10.25 to Registrants
    Form 10-Q filed with the Commission on May 2, 2008 (Commission
    File No. 0-23320).10.26*

Form of Performance-Earned Restricted Stock Unit (PERS Unit)
    Agreement for Mr. Manson and Ms. Potash.

Incorporated by reference to Exhibit 10.26 to Registrants
    Form 10-Q filed with the Commission on May 2, 2008 (Commission
    File No. 0-23320).10.27*

Form of Performance-Earned Restricted Stock Unit (PERS Unit)
    Agreement for Messrs. Siegal, Wolfort and Marabito.

Incorporated by reference to Exhibit 10.27 to Registrants
    Form 10-Q filed with the Commission on May 5, 2009 (Commission
    File No. 0-23320).10.28*

Form of Performance-Earned Restricted Stock Unit (PERS Unit)
    Agreement for Mr. Manson and Ms. Potash.

Incorporated by reference to Exhibit 10.28 to Registrants
    Form 10-Q filed with the Commission on May 5, 2009 (Commission
    File No. 0-23320).10.29*

Letter Agreement, effective as of January 7, 2010, by and
    between the Company and Mr. Siegal

Incorporated by reference to Exhibit 10.29 to Registrants
    Form 8-K filed with the Commission on January 13, 2010
    (Commission File No. 0-23320).21

List of Subsidiaries

Filed herewith23

Consent of Independent Registered Public Accounting Firm

Filed herewith24

Directors and Officers Powers of Attorney

Filed herewith31.1

Certification of the Principal Executive Officer of the Company,
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002

Filed herewith31.2

Certification of the Principal Financial Officer of the Company,
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002

Filed herewith32.1

Written Statement of Michael D. Siegal, Chairman and Chief
    Executive Officer of the Company pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002

Furnished herewith32.2

Written Statement of Richard T. Marabito, Chief Financial
    Officer of the Company pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002

Furnished herewith     *
    
    This exhibit is a management contract or compensatory plan or
    arrangement. 57