##### 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, 2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES
    EXCHANGE ACT OF 1934    OLYMPIC STEEL, INC.
 (Exact name of registrant as
    specified in its charter)
  Ohio(State or other jurisdiction
    of
    incorporation or organization)

34-1245650(I.R.S. Employer
    Identification Number)5096 Richmond Road, Bedford Heights, Ohio(Address of principal executive
    offices)

44146(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
    Preferred Stock Purchase Rights


The NASDAQ Stock Market LLC
    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
  Rule 12b-2
  Large accelerated
    filer o

Accelerated filer þ

Non-accelerated
    filer o
    (Do not check if a smaller reporting company)

Small reporting company o   Rule 12b-2 o þ
    DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K




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##### 





TABLE OF
    CONTENTS
   
 PagePART IItem 1.

Business


2Item 1A.

Risk Factors


10Item 1B.

Unresolved Staff Comments


16Item 2.

Properties


17Item 3.

Legal Proceedings


18Item 4.

Submission of Matters to a Vote of Security
    Holders


18Executive Officers of the Registrant


18PART IIItem 5.

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


19Item 6.

Selected Financial Data


20Item 7.

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


21Item 7A.

Qualitative and Quantitative Disclosures About
    Market Risk


29Item 8.

Financial Statements and Supplementary Data


30Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


51Item 9A.

Controls and Procedures


51Item 9B.

Other Information


51PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


51Item 11.

Executive Compensation


51Item 12.

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


52Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


52Item 14.

Principal Accountant Fees and Services


52PART IVItem 15.

Exhibits and Financial Statement Schedules


52Signatures


53Index to Exhibits


54EX-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
  cutting-to-length,
    (216) 292-3800,
  Industry
    Overview
    cutting-to-length,
  just-in-time
  Corporate
    History
   2




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##### Table of Contents



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.
  cut-to-length
 3




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##### Table of Contents



Sales And Marketing. just-in-time just-in-time
      e-commerce
  Management.
  Products,
    Processing Services and Quality Standards
      cutting-to-length, Cutting-to-length
 4




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##### Table of Contents



(a)


(b)


(c)Eastern


Southern


Central


(d)Processing Equipment

Region


Region


Region


Michigan


TotalCutting-to-length


6



2



4



1



13Blanking


1











4



5Tempering


1







1







2Plate processing


14



10



23







47Slitting


2



2



2



2



8Shearing


2







3







5Machining


21



14



4







39Painting


1



1











2Shot blasting/grinding


4



1



3







8Total


52



30



40



7



129     (a)
    
    Consists of eight facilities located in Ohio, Connecticut,
    Illinois and Pennsylvania.(b)
    
    Consists of three facilities located in Georgia, North Carolina
    and South 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
    250-mile just-in-time
 5




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##### Table of Contents



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




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##### Table of Contents



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.
      e-mail,
 7




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Employees
      Service
    Marks, Trade Names and Patents
      Government
    Regulation
    Environmental
    Effects
    of Inflation
    Backlog
   8




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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
  
    further deterioration of steel demand and steel pricing;
    general and global business, economic, financial and political
    conditions, including the ongoing effects of the global credit
    crisis;
    access to capital and global credit markets;
    competitive factors such as the availability and pricing of
    steel, industry shipping and inventory levels and rapid
    fluctuations in customer demand and steel pricing;
    the cyclicality and volatility within the steel industry;
    the ability of our customers (especially those that may be
    highly leveraged, those in the domestic automotive industry and
    those with inadequate liquidity) to maintain their credit
    availability;
    customer, supplier and competitor consolidation, bankruptcy or
    insolvency, especially those in the domestic automotive industry;
    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; 9




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##### Table of Contents




    the amounts, successes and our ability to continue our capital
    investments and our business information system projects;
    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 in a declining market while improving our customer
    service;
    the timing and outcome of our inventory lower of cost or market
    adjustments;
    the adequacy of our existing information technology and business
    system software;
    the successful implementation of our new enterprise-wide
    information system;
    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; and
    our ability to generate free cash flow through operations,
    reduce inventory and to repay debt within anticipated time
    frames.    ITEM 1A.
    RISK
    FACTORS  In addition to the other information in this Annual Report
    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.
  Risks
    Related to our Business
  Volatile
    steel prices can cause significant fluctuations in our operating
    results. Our sales and operating income could decrease if steel
    prices decline or if we are unable to pass producer price
    increases on to our customers.
    just-in-time
 10




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We
    service industries that are highly cyclical, and any downturn in
    our customers demand could reduce our sales, margins and
    profitability.
      Customer
    credit constraints and credit losses could have a material
    adverse effect on our results of operations.
   11




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Our
    success is dependent upon our relationships with certain key
    customers.
    Our
    implementation of a new information system 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 vendor may not be able to
    complete the project as planned;
    the possibility that the timeline, costs or complexities related
    to the new system implementation 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 system 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 the proprietary
    software or consulting, training and project management
    services, as well as our ability to retain key personnel
    assigned to the project.    The
    failure of our key computer-based systems could have a material
    adverse effect on our business.
    We depend
    on our senior management team and the loss of any member could
    prevent us from implementing our business strategy.
   12




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##### Table of Contents



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 steel supply could have a
    material adverse effect on our results of operations.
  just-in-time
  Risks
    associated with our growth strategy may adversely impact our
    ability to sustain our growth.
    start-up start-up
  day-to-day
 13




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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.
      Our
    business is highly competitive, and increased competition could
    reduce our market share and harm our financial
    performance.
    We expect
    to finance our future growth through borrowings under our credit
    facility. We may have difficulty in obtaining sufficient sources
    of finance. 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 and in the steel industry.  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.
   14




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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 steel 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 steel industry.      Our
    quarterly results may be volatile.
    quarter-to-quarter
 15




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Our
    Shareholder Rights Agreement and 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 provided 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.    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   16




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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 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

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

OwnedSouth Carolina

Sumter, South Carolina


24,375


Fabrication and distribution center

Leased(3)Washington

Moses Lake, Washington


12,000


Distribution center

Leased(4)     (1)
    
    The Bedford Heights facilities are all adjacent properties.(2)
    
    This facility is leased from a related party pursuant to the
    terms of a triple net lease for $195,300 per year. The lease
    expires in June 2010, with one renewal option (at our
    discretion) for an additional 10 years.(3)
    
    The lease on this facility is
    month-to-month.(4)
    
    The lease on this facility expires on November 30, 2010,
    with annual renewal options.   17




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ITEM 3.
    LEGAL
    PROCEEDINGS    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   EXECUTIVE
    OFFICERS OF THE REGISTRANT  Regulation S-K.
      Make-A-Wish
     18




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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
    2009


2008High


Low


High


LowFirst quarter

$
23.62


$
10.44


$
45.88


$
26.82Second quarter


27.25



14.45



78.32



44.26Third quarter


29.96



18.85



74.46



27.15Fourth quarter


34.70



24.48



29.98



12.00   Holders
    of Record
    Dividends
        Issuer
    Purchases of Equity Securities
    Recent
    Sales of Unregistered Securities
   19




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ITEM 6.
    SELECTED
    FINANCIAL DATA    For the Years Ended December 31,2009

2008

2007

2006

2005(In thousands, except per share data)Tons Sold Data:Direct


645



1,041



1,098



1,064



1,091Toll (a)


76



125



150



202



189Total


721



1,165



1,248



1,266



1,280Income Statement Data:Net sales (a)

$
523,395


$
1,227,245


$
1,028,963


$
981,004


$
939,210Gross profit (b)


21,261



296,639



201,675



200,699



166,471Operating expenses (c)


118,588



187,393



158,351



146,479



122,450Operating income (loss)


(97,327
)


109,246



43,324



54,220



44,021Loss from joint ventures (d)














(2,137
)


(4,125
)Interest and other expense on debt


2,217



1,148



2,819



2,677



3,703Income (loss) before income taxes


(99,544
)


108,098



40,505



49,406



36,193Net income (loss)

$
(61,228
)

$
67,702


$
25,270


$
31,048


$
22,092Earnings (Loss) Per Share Data:Basic (e)

$
(5.62
)

$
6.24


$
2.38


$
2.99


$
2.18Diluted


(5.62
)


6.21



2.35



2.92



2.11Weighted average shares  basic


10,887



10,847



10,628



10,383



10,134Weighted average shares  diluted


10,887



10,895



10,763



10,633



10,457Dividends declared (f)

$
0.11


$
1.18


$
0.14


$
0.12



Balance Sheet Data (end of period):Current assets

$
214,617


$
348,480


$
283,388


$
308,215


$
227,655Current liabilities


66,254



95,280



92,290



92,340



94,603Working capital


148,363



253,200



191,098



215,875



133,052Total assets


338,294



474,247



386,083



405,320



305,606Total debt






40,198



16,707



68,328



Shareholders equity

$
259,612


$
322,958


$
263,520


$
234,237


$
200,321     (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 and $3,500 loss on disposition of OLP joint
    venture in 2006 and 2005, respectively.(e)
    
    Calculated by dividing net income by weighted average shares
    outstanding.(f)
    
    2008 dividends declared include $1.00 per share special dividend. 20




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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
   21




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Critical
    Accounting Policies
      Allowance
    for Doubtful Accounts Receivable
    Inventory
    Valuation
   22




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##### Table of Contents



Impairment
    of Long-Lived Assets
    Income
    Taxes
    Revenue
    Recognition
    Results
    of Operations
    2009

2008

2007% of net



% of net



% of net$

sales

$

sales

$

salesNet sales


523,395



100.0



1,227,245



100.0



1,028,963



100.0Gross profit (a)


21,261



4.1



296,639



24.2



201,675



19.6Operating expenses (b)


118,588



22.7



187,393



15.3



158,351



15.4Operating income (loss)


(97,327
)


(18.6
)


109,246



8.9



43,324



4.2     (a)
    
    Gross profit is calculated as net sales less the cost of
    materials sold and includes $81 million 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.  2009
    Compared to 2008
     23




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24




---



##### Table of Contents



2008
    Compared to 2007
           25




---



##### Table of Contents



Liquidity
    and Capital Resources
      2009
    Compared to 2008
             26




---



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2008
    Compared to 2007
      cut-to-length
       27




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##### Table of Contents



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
)

$



$



$



$



$
Unrecognized tax positions


(b
)


2,431



41



2,390Other long-term liabilities


(c
)


9,558







6,367







3,191Operating leases


(d
)


9,255



3,401



4,195



1,375



284Total contractual obligations





$
21,244


$
3,442


$
12,952


$
1,375


$
3,475     (a)
    
    See Note 5 to the Consolidated Financial Statements.(b)
    
    See Note 6 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 11 to the Consolidated Financial Statements.  Off-Balance
    Sheet Arrangements
      Effects
    of Inflation
    Impact of
    Recently Issued Accounting Pronouncements
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of Accounting Research
    Bulletin No. 51.
  Business Combinations
 28




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##### Table of Contents



Subsequent Events
  ITEM 7A.
    QUALITATIVE
    AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK      time-to-time,
      180-day
 29




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##### Table of Contents



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


31Managements Report on Internal Control Over
    Financial Reporting


32Consolidated Statements of Operations for the
    Years Ended December 31, 2009, 2008 and 2007


33Consolidated Balance Sheets as of
    December 31, 2009 and 2008


34Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2009, 2008 and 2007


35Consolidated Statements of Shareholders
    Equity for the Years Ended December 31, 2009, 2008 and
    2007


36Notes to Consolidated Financial Statements for
    the Years Ended December 31, 2009, 2008 and 2007


37  30




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REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control  Integrated Framework
          31




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MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING    Internal Control  Integrated
    Framework
   32




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##### Table of Contents



Olympic
    Steel, Inc.
    Consolidated Statements of Operations
    For The Years Ended December 31, 2009, 2008 and 2007(in
    thousands, except per share data)  2009


2008


2007Net sales

$
523,395


$
1,227,245


$
1,028,963Costs and expensesCost of materials sold (excludes items shown separately below,
    includes $81,063 of inventory lower of cost or market
    adjustments in 2009)


502,134



930,606



827,288Warehouse and processing


39,863



64,382



59,449Administrative and general


33,956



58,592



41,472Distribution


15,480



28,086



26,342Selling


12,114



19,602



15,993Occupancy


5,500



6,998



6,145Depreciation


11,675



9,733



8,950Total costs and expenses


620,722



1,117,999



985,639Operating income (loss)


(97,327
)


109,246



43,324Interest and other expense on debt


2,217



1,148



2,819Income (loss) before income taxes


(99,544
)


108,098



40,505Income tax provision (benefit)


(38,316
)


40,396



15,235Net income (loss)

$
(61,228
)

$
67,702


$
25,270Net income (loss) per share  basic

$
(5.62
)

$
6.24


$
2.38Weighted average shares outstanding  basic


10,887



10,847



10,628Net income (loss) per share  diluted

$
(5.62
)

$
6.21


$
2.35Weighted average shares outstanding  diluted


10,887



10,895



10,763   The accompanying notes are an integral part of these
    statements.
 33




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Olympic
    Steel, Inc.
    Consolidated Balance Sheets
    As of December 31, 2009 and 2008(in
    thousands)  2009


2008AssetsCash and cash equivalents

$
5,190


$
891Accounts receivable, net


51,269



77,737Inventories


111,663



255,300Income taxes receivable and deferred


41,963



10,644Prepaid expenses and other


4,686



3,908Total current assets


214,771



348,480Property and equipment, at cost


222,149



211,325Accumulated depreciation


(108,589
)


(97,820
)Net property and equipment


113,560



113,505Goodwill


6,583



6,583Other long-term assets


3,534



5,679Total assets

$
338,448


$
474,247LiabilitiesAccounts payable

$
52,167


$
64,883Accrued payroll


6,874



16,403Other accrued liabilities


7,213



13,994Total current liabilities


66,254



95,280Credit facility revolver






40,198Other long-term liabilities


11,949



14,394Deferred income taxes


633



1,417Total liabilities


78,836



151,289Shareholders 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


118,212



119,134Retained earnings


141,400



203,824Total shareholders equity


259,612



322,958Total liabilities and shareholders equity

$
338,448


$
474,247   The accompanying notes are an integral part of these balance
    sheets.
 34




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##### Table of Contents



Olympic
    Steel, Inc.
    Consolidated Statements of Cash Flows
    For The Years Ended December 31, 2009, 2008 and 2007(in
    thousands)  2009


2008


2007Cash flows from operating activities:Net income (loss)

$
(61,228
)

$
67,702


$
25,270Adjustments to reconcile net income to net cash from operating
    activities Depreciation and amortization


12,227



9,733



8,950(Gain) loss on disposition of property and equipment


94



(464
)


(446
)Stock-based compensation


(1,139
)


1,648



840Other long-term assets


1,593



782



(3,298
)Other long-term liabilities


(2,445
)


4,615



3,115Long-term deferred income taxes


(784
)


(2,370
)


36(51,682
)


81,646



34,467Changes in working capital:Accounts receivable


26,468



10,677



(2,531
)Inventories


143,637



(76,770
)


32,208Income taxes receivable and deferred


(31,319
)






Prepaid expenses and other


(778
)


(5,815
)


(2,354
)Accounts payable


(2,649
)


(14,834
)


1,254Accrued payroll and other accrued liabilities


(16,287
)


11,335



1,637119,072



(75,407
)


30,214Net cash from operating activities


67,390



6,239



64,681Cash flows from (used for) investing activities:Capital expenditures


(11,862
)


(33,759
)


(12,498
)Proceeds from disposition of property and equipment


15



816



1,702Net cash used for investing activities


(11,847
)


(32,943
)


(10,796
)Cash flows from (used for) financing activities:Credit facility revolver borrowings (payments), net


(40,198
)


23,491



(51,621
)Change in outstanding checks


(10,067
)


6,309



(2,941
)Proceeds from exercise of stock options (including tax benefit)
    and employee stock purchases


217



2,904



4,667Dividends paid


(1,196
)


(12,816
)


(1,494
)Net cash from (used for) financing activities


(51,244
)


19,888



(51,389
)Cash and cash equivalents:Net increase (decrease)


4,299



(6,816
)


2,496Beginning balance


891



7,707



5,211Ending balance

$
5,190


$
891


$
7,707   The accompanying notes are an integral part of these
    statements.
 35




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##### Table of Contents



Olympic
    Steel, Inc.
    Consolidated Statements of Shareholders Equity
    For The Years Ended December 31, 2009, 2008 and 2007(in
    thousands)  Common


RetainedStock


EarningsBalance at December 31, 2006


109,075



125,162Net income






25,270Payment of dividends






(1,494
)Exercise of stock options and employee stock purchases
    (298 shares)


4,667



Stock-based compensation


840



Balance 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


$
141,400   The accompanying notes are an integral part of these
    statements.
 36




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##### Table of Contents



Olympic
    Steel, Inc.
    Notes to Consolidated Financial Statements
    For The Years Ended December 31, 2009, 2008 and 2007(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
 37




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##### Table of Contents



Level 2
  Level 3
    Accounts Receivable
      Inventories
    Property and Equipment, and Depreciation
    Goodwill
        Income Taxes
   38




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##### Table of Contents



Revenue Recognition
    Shipping and Handling Fees and Costs
    Impairment
    Stock-Based Compensation
    Subsequent Events
  Form 10-K
  Impact of Recently Issued Accounting
    Pronouncements
  Noncontrolling Interests in Consolidated Financial
    Statements  an amendment of Accounting Research
    Bulletin No. 51.
  Business Combinations
 39




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##### Table of Contents



Subsequent Events
  2.
    Investments
    in Joint Ventures:    3.
    Property
    and Equipment:    Depreciable

As of December 31,Lives

2009


2008Land



$
11,622


$
10,824Land improvements

10


1,469



1,453Buildings and improvements

30


74,332



68,091Machinery and equipment

5-15


106,706



100,901Furniture and fixtures

7


5,653



4,934Computer software and equipment

5


18,725



7,338Vehicles

5


29



29Construction in progress




3,613



17,755$
222,149


$
211,325Less accumulated depreciation




(108,589
)


(97,820
)Net property and equipment



$
113,560


$
113,505       4.
    Inventories:   40




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##### Table of Contents



As of December 31,2009


2008Unprocessed

$
86,071


$
211,246Processed and finished


25,592



44,054Totals

$
111,663


$
255,300   5.
    Debt:  Credit Facility
        Scheduled Debt Maturities, Interest, Debt Carrying
    Values
     41




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##### Table of Contents



6.
    Income
    Taxes:    2009


2008


2007Current:Federal

$
(37,049
)

$
37,963


$
14,665State and Local


(1,468
)


6,750



2,158(38,517
)


44,713



16,823Deferred


201



(4,317
)


(1,588
)$
(38,316
)

$
40,396


$
15,235     2009


2008Deferred tax assets:Inventory

$
836


$
1,197Net operating loss and tax credit carryforwards


6,438



1,270Allowance for doubtful accounts


253



419Accrued expenses


6,851



8,863Other


134



8314,512



11,832Valuation reserve


(605
)


(296
)Total deferred tax assets


13,907



11,536Deferred tax liabilities:Property and equipment


(8,501
)


(6,440
)Intangibles


(1,633
)


(1,187
)Other


(325
)


(261
)Total deferred tax liabilites


(10,459
)


(7,888
)Deferred tax assets (liabilities), net

$
3,448


$
3,648     2009


2008


2007Balance as of the beginning of the year

$
4,378


$
3,059


$
773Increases related to prior year tax positions






1,613



276Decreases related to prior year tax positions


(293
)


(92
)


Increases related to current year tax positions


130







2,035Decreases related to settlements with taxing authorities


(1,895
)






Decreases related to lapsing of statute of limitations


(130
)


(202
)


(25
)Balance as of the end of the year

$
2,190


$
4,378


$
3,059   2006-2008
 42




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##### Table of Contents



2009


2008


2007U.S. federal statutory rate


35.0
%


35.0
%


35.0
%State and local taxes, net of federal benefit


3.2
%


3.7
%


1.9
%Sec. 199 manufacturing deduction






(1.6
)%


(1.2
)%All other, net


0.3
%


0.3
%


1.9
%Effective income tax rate


38.5
%


37.4
%


37.6
%     7.
    Retirement
    Plans:      W-2
     43




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##### Table of Contents



8.
    Shares Outstanding
    and Earnings Per Share:  2009


2008


2007(In thousands, except per share data)Weighted average basic shares outstanding


10,887



10,847



10,628Assumed exercise of stock options and issuanceof stock awards






48



135Weighted average diluted shares outstanding


10,887



10,895



10,763Net income (loss)

$
(61,228
)

$
67,702


$
25,270Basic earnings (loss) per share

$
(5.62
)

$
6.24


$
2.38Diluted earnings (loss) per share

$
(5.62
)

$
6.21


$
2.35Anti-dilutive securities outstanding


149



19



   9.
    Stock
    Options:      For the Year Ended

For the Year Ended

For the Year EndedDecember 31, 2009

December 31, 2008

December 31, 2007Stock option expense before taxes

$
210


$
210


$
150Stock option expense after taxes

$
129


$
132


$
93Impact per basic share

$
0.01


$
0.01


$
0.01Impact per diluted share

$
0.01


$
0.01


$
0.01       2009

2008

2007Risk-free interest rate


n/a



n/a



4.58
%Expected life in years


n/a



n/a



10Expected volatility


n/a



n/a



57.70
%Expected dividend yield


n/a



n/a



0.40
%      44




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##### Table of Contents



WeightedWeighted


AverageAverage Exercise


Remaining


AggregateNumber of Shares


Price


Contractual Term


Intrinsic ValueOutstanding at December 31, 2008


70,007


$
16.75Granted






Exercised


(15,000
)

$
7.44Canceled






Outstanding at December 31, 2009


55,007


$
19.29



5.41 years


$
732Exercisable at December 31, 2009


46,950


$
17.00



5.08 years


$
732     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, 2009


December 31, 2008


December 31, 2007RSU and PERSU expense (reversal) before taxes

$
(1,349
)

$
1,438


$
690RSU and PERSU expense (reversal) after taxes

$
(830
)

$
900


$
430Impact per basic share

$
(0.08
)

$
0.08


$
0.04Impact per diluted share

$
(0.08
)

$
0.08


$
0.04       WeightedAverage Exercise


AggregateNumber of Shares


Price


Intrinsic ValueOutstanding at December 31, 2008


18,000


$
32.42Granted


9,000


$
21.68Converted into shares


(5,400
)

$
(28.84
)Forfeited






Outstanding at December 31, 2009


21,600


$
28.84


$
81Vested at December 31, 2009


14,400


$
32.42


$
3       WeightedAverage Exercise


AggregateNumber of Shares


Price


Intrinsic ValueOutstanding at December 31, 2008


66,757


$
32.41Granted


54,024


$
21.68Converted into shares






Lapsed based on performance criteria


(31,689
)

$
(32.63
)Forfeited


(2,424
)

$
(27.82
)Outstanding at December 31, 2009


86,668


$
25.77


$
590Vested at December 31, 2009





$



$
     11.
    Commitments
    and Contingencies:   46




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##### Table of Contents



2010

$
3,4012011


2,6082012


1,5872013


8682014


507Thereafter


284$
9,255         12.
    Related
    Party Transactions:  10-year
  13.
    Shareholder
    Rights Plan:     47




---



##### Table of Contents



14.
    Shelf
    Registration Statement:   48




---



##### 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, 2007Allowance for doubtful accounts

$
1,188


$
493






$
(254
)

$
1,427Tax valuation reserve


2,336











(1,999
)


337Year 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











605  49




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##### Table of Contents



SUPPLEMENTAL
    FINANCIAL INFORMATION
    Unaudited Quarterly Results of Operations (in
    thousands, except per share amounts)
  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   2008

1st


2nd


3rd


4th


YearNet sales

$
274,875


$
363,514


$
335,222


$
253,634


$
1,227,245Operating income


21,227



47,329



37,797



2,893



109,246Income before income taxes


21,200



47,169



37,447



2,282



108,098Net income

$
13,161


$
29,598


$
24,167


$
776


$
67,702Basic net income per share

$
1.22


$
2.73


$
2.22


$
0.07


$
6.24Weighted average shares outstanding  basic


10,771



10,857



10,871



10,871



10,847Diluted net income per share

$
1.21


$
2.70


$
2.21


$
0.07


$
6.21Weighted average shares outstanding  diluted


10,851



10,946



10,952



10,894



10,895Market price of common stock: (a)High

$
45.88


$
78.32


$
74.46


$
29.98


$
78.32Low


26.82



44.26



27.15



12.00



12.00     (a)
    
    Represents the high and low sales quotations of our Common Stock
    as reported by the Nasdaq Global Select Market. 50




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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   51




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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.
 52




---



##### 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 25th day of
    February, 2010.
  /s/  Michael
    D. Siegal*Michael
    D. SiegalChairman of the Board and Chief Executive Officer
    (Principal Executive Officer)

February 25, 2010/s/  David
    A. Wolfort*David
    A. Wolfort
    President, Chief Operating Officer and Director

February 25, 2010/s/  Richard
    T. Marabito*Richard
    T. Marabito
    Chief Financial Officer
    (Principal Financial Officer and Principal
    Accounting Officer)

February 25, 2010/s/  Arthur
    F. Anton*Arthur
    F. Anton, Director

February 25, 2010/s/  Martin
    H. Elrad*Martin
    H. Elrad, Director

February 25, 2010/s/  Ralph
    M. Della Ratta, Jr.*Ralph
    M. Della Ratta, Jr., Director

February 25, 2010/s/  James
    B. Meathe*James
    B. Meathe, Director

February 25, 2010/s/  Howard
    L. Goldstein*Howard
    L. Goldstein, Director

February 25, 2010   *
    
    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 25, 2010  53




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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 S-1
    Registration Statement 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
    (No. 333-1439001) (the S-8 Registration Statement)
    filed with the Commission on June 20, 2007.4.1

Notice of Removal of Rights Agent and Appointment of Successor
    Rights Agent and Amendment 1, dated as of September 16, 2008, by
    and among the Company, National City Bank and Mellon Investor
    Services LLC, to the Rights Amendment dated as of January 1,
    2000.

Incorporated by reference to Exhibit 4.1 to Registrants
    Form 8-K filed with the Commission on September 19, 2008
    (Commission File No. 0-23320).4.7

Rights Agreement dated as of January 31, 2000 (Including Form of
    Certificate of Adoption of Amendment to Amended Articles of
    Incorporation as Exhibit A thereto, together with a Summary of
    Rights to Purchase Preferred Stock)

Incorporated by reference to Exhibit 4.1 to Registrants
    Form 8-K filed with the Commission on February 15, 2000.4.18

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, 2008.4.19

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, 2009.4.20

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, 2009.10.1*

Olympic Steel, Inc. Stock Option Plan

Incorporated by reference to Exhibit 10.1 to the S-1
    Registration Statement 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 the S-1
    Registration Statement filed with the Commission on January 12,
    1994.10.3

Intentionally omitted 54




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##### Table of Contents



Exhibit

Description of Document

Reference10.4

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 S-1
    Registration Statement 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, 1997.10.8*

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, 2000.10.9*

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, 2000.10.10*

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, 2005.10.12*

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, 2010.10.13*

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, 2006.10.14*

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, 2005.10.15*

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, 2005.10.16*

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, 2005.10.17*

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, 2006.10.18*

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, 2006.10.19*

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, 2006.10.20*

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, 2006.10.21*

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, 2007.10.22*

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. 55




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##### Table of Contents



Exhibit

Description of Document

Reference10.23*

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, 2007.10.24*

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, 2008.10.25*

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, 2008.10.26*

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, 2008.10.27*

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, 2009.10.28*

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, 2009.10.29*

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 10-Q filed with the Commission on January 13, 2010.21

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. 56