##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC 20549Form 10-K
  þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934for the fiscal year ended
    December 31, 2010ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934for the transition period
    from          to    COMMISSION
    FILE NUMBER:
    001-33658
 Horsehead Holding
    Corp.
 (Exact name of registrant as
    specified in its charter)
  DELAWARE

20-0447377(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)4955 Steubenville Pike, Suite 405
    Pittsburgh, Pennsylvania 15205(Address of Principal
    Executive Offices,
    including Zip Code)

(724) 774-1020(Registrants Telephone
    Number,
    Including Area Code)   Securities
    registered pursuant to Section 12(b) of the Act:
  Title of Each Class

Name of Exchange on Which RegisteredCommon Stock, par value $0.01 per share

The NASDAQ Stock Market LLC   Securities registered pursuant to Section 12(g) of the
    Act:
    None.
  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

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  Form 10-K. Form 10-K




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##### 





TABLE OF
    CONTENTS
   
 Part I


1Item 1.

Business


1Item 1A.

Risk Factors


16Item 1B.

Unresolved Staff Comments


25Item 2.

Properties


25Item 3.

Legal Proceedings


26Item 4.

(Removed and Reserved)


26Part II


26Item 5.

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


26Item 6.

Selected Financial Data


29Item 7.

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


30Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


47Item 8.

Consolidated Financial Statements and
    Supplementary Data


48Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


48Item 9A.

Controls and Procedures


48Item 9B.

Other Information


50Part III


50Item 10.

Directors, Executive Officers and Corporate
    Governance


50Item 11.

Executive Compensation


50Item 12.

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


50Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


50Item 14.

Principal Accountant Fees and Services


50Part IV


51Item 15.

Exhibits and Financial Statement Schedules


51EXHIBIT INDEX


E-1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1   i




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Form 10-K
 ii




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  and/or
      Competitive
    Strengths
  Leading
    Market Positions and Strategically Located Recycling
    Facilities
    Strong
    Relationships with Diverse Customer Base




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Low-Cost
    Feedstock Sources
    Proven,
    Proprietary Technology with Flexible Processes
    Strong,
    Experienced Management Team
  metal-related
  Business
    Strategy
  Continue
    to Focus on Production Efficiencies and Operating Cost
    Reductions
   2




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state-of-the-art
  Expand
    EAF Dust Recycling Capacity
    Diversify
    and Expand Environmental Services Business
    Continue
    to Reduce Exposure to Commodity Price Fluctuations
   3




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Pursue
    New Markets, Applications and Acquisition
    Opportunities
    Our
    History
             4




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Operations
    
  Horsehead
  Operations
         5




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Production
  ton-per-year
    24-hours-per-day, 365-days-per-year
       6




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Products
    and Services
    Zinc
    Metal
    Zinc
    Oxide
    
    Tire and rubber applications.  Zinc oxide aids
    in the vulcanization process, acts as a strengthening and
    reinforcing agent, provides UV protection, and enhances thermal
    and electrical properties. There is approximately a half pound
    of zinc oxide in a typical automobile tire.
    Chemical applications.  In motor oil, zinc
    oxide is used to reduce oxidation, inhibit corrosion and extend
    the wear of automotive engines. In plastics, zinc oxide is an
    effective UV stabilizer for polypropylene and polyethylene.
    Ceramics.  Ceramics containing zinc oxide are
    used in electronic components. For example, in ceramic varistors
    (surge protectors), zinc oxide allows for high temperature
    stability, resistance to electrical load, current shock and
    humidity.
    Other applications.  In paints, zinc oxide
    provides mold and mildew protection, functions as a white
    pigment and provides UV protection and chalking resistance. In
    pharmaceutical applications, zinc oxide operates as a sunscreen,
    a vitamin supplement and a medicinal ointment. 7




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##### Table of Contents



EAF
    Dust Recycling
        CZO
    and Calcine Sales
    Zinc
    Powder and Copper-Based Powders
      
    Special Zinc Powders.  These are used in
    general chemical and metallurgical applications, and in friction
    applications, such as brake linings for automobiles.
    Battery Grade Zinc Powders.  These are used in
    most types of alkaline batteries, as well as mercuric oxide,
    silver oxide and zinc-air batteries.
    Copper-Based Powders.  These include brass,
    bronze and nickel-silver powders. These products are used in a
    variety of applications, including brazing and infiltrating and
    for powdered metallurgical hardware, such as lock bodies, valves
    and gears.  Sales
    and Marketing
    
    a sales and marketing group comprised of sales professionals
    whose goal is to develop and maintain excellent customer
    relationships and provide key market analysis;
    a customer service department responsible for processing zinc
    orders, scheduling product shipments and answering customer
    inquiries; and
    a technical service staff highly trained to assist zinc
    customers with specification development, new applications,
    process improvements and
    on-site
    troubleshooting assistance when needed.   8




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Customers
          Raw
    Material
    Power
    Plant and Fuels
  on-site
  Intellectual
    Property
   9




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Competition
          INMETCO
  Recycling
    Operations for Nickel-Bearing Waste
       10




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Cadmium
    Recovery
      
  Products
    and Services
    Tolling
    Services
  and/or
 11




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Environmental
    Services
    Remelt
    Alloy
      Cadmium
    Sales and
    Marketing
    Customers
    Intellectual
    Property
    Competition
   12




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Governmental
    Regulation and Environmental Issues
           13




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Employees
    UnionSalaried


Hourly


ContractLocation

Personnel


Personnel


ExpirationMonaca


124



521



10/31/11
*Pittsburgh


19







N/ABartlesville


1







N/ABeaumont


2







N/ACalumet


13



48



08/02/11Palmerton


24



122



04/26/11Palmerton (Chestnut Ridge Railroad)






3



12/15/11Rockwood


11



48



07/01/11Barnwell


10



41



N/AEllwood City


29



73



10/31/13Total


233



856     *
    
    33 of the hourly employees are covered by a separate union
    contract that expires on March 15, 2011.   14




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Executive
    Officers and Key Employees of the Registrant
    Name

Age

PositionJames M. Hensler


55


Chairman of the Board of Directors, Class I Director, President
    and Chief Executive OfficerRobert D. Scherich


50


Vice President and Chief Financial OfficerLee Burkett


54


Vice President  ManufacturingJames A. Totera


54


Vice President  Sales and MarketingTimothy R. Basilone


51


Vice President  Environmental AffairsAli Alavi


49


Vice President  Corporate Administration, General
    Counsel and SecretaryBruce Morgan


39


Vice President  Human ResourcesMark Tomaszewski


54


President  INMETCO   James M. Hensler,
  Robert D. Scherich,
  Lee Burkett,
  James A. Totera,
  Timothy R. Basilone
  Ali Alavi,
 15




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Bruce Morgan, start-up
  Mark Tomaszewski
  Available
    Information
  http://www.sec.gov. 1-800-SEC-0330
  Form 10-K, Form 10-Q, Form 8-K,
  ITEM 1A.
    RISK
    FACTORS  In addition to the other information in this Annual Report on
    Form 10-K,
    the following risk factors should be read carefully in
    connection with evaluating our business and the forward-looking
    information contained in this Annual Report on
    Form 10-K.
    Any of the following risks could materially adversely affect our
    business, operating results, financial condition and the actual
    outcome of matters as to which we have made forward-looking
    statements in this Annual Report on
    Form 10-K.
    There may be additional risks and uncertainties that are not
    presently known or that we do not currently consider to be
    significant that may adversely affect our business, performance
    or financial condition in the future.
  The
    metals industry is highly cyclical. Fluctuations in the
    availability of zinc and nickel and in levels of customer demand
    have historically been severe, and future changes and/or
    fluctuations could cause us to experience lower sales volumes,
    which would negatively impact our profit margins.
   16




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Current
    or future credit and financial market conditions could
    materially and adversely affect our business and results of
    operations in several ways.
        Changes
    in the prices of zinc and nickel will have a significant impact
    on our operating results and financial condition.
    
    U.S. and world economic conditions;
    availability and relative pricing of metal substitutes;
    labor costs;
    energy prices;
    environmental laws and regulations;
    weather; and
    import and export restrictions.   17




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and/or
  Some
    of our products and services are vulnerable to long-term
    declines in demand due to competing technologies, materials or
    imports, which would significantly reduce our
    sales.
          We may
    be unable to compete effectively against manufacturers of zinc
    and nickel products in one or more of our markets, which would
    limit our market share and/or reduce our sales and our operating
    profit margins.
  and/or
   18




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If we
    fail to implement our business strategy, our financial condition
    and results of operations could be materially and adversely
    affected.
      Our
    business could be harmed if we do not successfully manage the
    integration of businesses that we acquire in the future or we
    may not realize all or any of the anticipated benefits from
    acquisitions we make in the future.
    
    the potential loss of key customers and employees of the
    acquired business;
    the in-ability to achieve the operating and financial synergies
    anticipated from an acquisition;
    disruptions that can arise from the integration of the acquired
    business; and
    potential unknown liabilities or other difficulties associated
    with the acquired businesses.   19




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Work
    stoppages and other labor matters could interrupt our production
    or increase our costs, either of which would negatively impact
    our operating results.
    Equipment
    or power failures, delays in deliveries or catastrophic loss at
    any of our facilities, such as experienced in the explosion at
    our Monaca, Pennsylvania facility that occurred on July 22,
    2010, could prevent us from meeting customer demand, reduce our
    sales, increase our costs and/or negatively impact our results
    of operations.
  and/or
      Fluctuations
    in the cost or availability of electricity, coke, coal and/or
    natural gas would lead to higher manufacturing costs, thereby
    reducing our margins and limiting our cash flows from
    operations.
   20




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If we
    were to lose order volumes from any of our major customers, our
    sales could decline significantly and our cash flows may be
    reduced.
      Our
    operations are subject to numerous federal and state statutes
    that regulate the protection of the health and safety of our
    employees, and changes in health and safety regulation could
    result in significant costs, which would reduce our margins and
    adversely affect our cash flow from operations.
    Litigation
    related to worker safety may result in significant liabilities
    and limit our profitability.
    We are
    subject to stringent environmental regulation, which may cause
    us to incur significant costs and liabilities that could
    materially harm our operating results.
   21




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Potential
    federal climate change legislation or greenhouse gas regulation
    could result in increased operating costs and reduced demand for
    our products.
  cap-and-trade
  Massachusetts v. EPA
     22




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Our
    hedging strategies may fail to protect us from changes in the
    prices for natural gas, coal and zinc, which could reduce our
    gross margin and cash flow.
    
    hedging can be expensive, particularly during periods of
    volatile prices;
    available hedges may not correspond directly with the risks that
    we are seeking to protect ourselves against;
    the duration of the hedge may not match the duration of the risk
    that we are seeking to protect ourselves against; and
    the counterparty to a hedging transaction may default on its
    obligation to pay or deliver under the forward contract.  We
    depend on the service of key individuals, the loss of whom could
    materially harm our business.
    We may
    not be able to protect our intellectual property, particularly
    our proprietary technology related to the recycling of EAF dust,
    the smelting of recycled zinc and the processing of
    nickel-bearing materials. Our market share and results of
    operations could be harmed.
    We
    depend on third parties for transportation services, and their
    failure to deliver raw material to us or finished products to
    our customers could increase our costs and harm our reputation
    and operating results.
   23




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The
    market price for shares of our common stock has been and may
    continue to be highly volatile and subject to wide
    fluctuations.
      
    actual or expected fluctuations in our operating results;
    actual or expected changes in our growth rates or our
    competitors growth rates;
    changes in general economic conditions or conditions in our
    industry generally;
    changes in conditions in the financial markets;
    our inability to raise additional capital;
    increases in our cost of capital;
    changes in applicable laws or regulations, court rulings and
    enforcement and legal actions;
    adverse market reaction to any increased indebtedness we incur
    in the future;
    additions or departures of key management personnel;
    actions by our stockholders;
    changes in market prices for our products or for our raw
    materials; and
    changes in stock market analyst research and recommendations
    regarding the shares of our common stock, other comparable
    companies or our industry generally.    We do
    not have any current plan to pay dividends on our common stock,
    and as a result, your only opportunity to achieve a return on
    your investment in our common stock is if the price of our
    common stock increases.
    Provisions
    of our amended certificate of incorporation and by-laws could
    delay or prevent a takeover of us by a third party and may
    prevent attempts by stockholders to replace or remove our
    current management.
   24




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ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES      Own/





AnnualLocation

Lease

Process

Product

Capacity(Tons)Monaca, PA

Own

Finished Product

PW Metal


88,000Zinc Oxide


90,000SSHG Metal


15,000Zinc Dust


5,900Barnwell, SC

Own

Recycling

CZO(2)


180,000
*Calumet, IL

Own

Recycling

CZO


169,000
*Palmerton, PA

Own

Recycling

Calcine


130,000
(3)CZO


273,000
*Zinc Powder


5,000 to 14,000
(4)Finished Products

Zinc Copper Base


3,000Rockwood, TN

Own

Recycling

CZO


148,000
*Nickel-chromium-ironEllwood City, PA

Own

Recycling

alloy


70,000
*Cadmium


5,000Total carbon steel EAF dust Recycling Capacity








770,000Total Smelting Capacity








175,000     *
    
    EAF dust and other metal-bearing wastes recycling and processing
    capacity(1)
    
    Facility is owned, property is leased; lease expires July 2011.(2)
    
    CZO, with approximately 55%  65% zinc content, is
    produced by our recycling operations and is used as a feedstock
    for our zinc facility in Monaca or further processed in
    Palmerton into zinc calcine (up to 65%  70% zinc
    content) before being used as a feedstock in Monaca.(3)
    
    Assumes that one of four kilns is operated to produce calcine
    and the other three kilns are operated to produce CZO.(4)
    
    Depending upon grade.   25




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ITEM 3.
    LEGAL
    PROCEEDINGS    follow-up;
  ITEM 4.
    (REMOVED
    AND RESERVED) PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
    Quarter

High


Low201010/01/10  12/31/10

$
13.81


$
9.4507/01/10  09/30/10


10.09



7.1104/01/10  06/30/10


12.81



7.3301/01/10  03/31/10


13.92



8.31200910/01/09  12/31/09

$
13.36


$
9.3507/01/09  9/30/09


12.90



7.1104/01/09  6/30/09


9.34



5.1501/01/09  3/31/09


5.90



3.15   02940-3078, 800-622-6757 781-575-4735
 26




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Unregistered
    Sales of Equity Securities
    Dividends
      Securities
    Authorized for Issuance under Equity Compensation
    Plans
   27




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Performance
    Graph
    COMPARISON
    OF 40 MONTH CUMULATIVE TOTAL RETURN* Among
    Horsehead Holding Corp., The Russell 2000 Index
    And A Peer Group
  
  8/10/07
  2007


20088/10


8


9


10


11


12


1


2


3


4


5


6


7


8


9


10


11


12All amounts rounded to the nearest dollarHorsehead Holding Corp.


$
100



$
101



$
121



$
123



$
89



$
91



$
81



$
84



$
62



$
75



$
76



$
65



$
66



$
44



$
32



$
19



$
17



$
25Russell 2000



100




101




102




105




98




98




91




88




88




92




96




88




92




95




88




69




61




65Peer Group



100




107




116




119




108




112




101




113




111




117




124




114




101




95




67




36




36




40   20091


2


3


4


5


6


7


8


9


10


11


12All amounts rounded to the nearest dollarHorsehead Holding Corp.


$
21



$
20



$
30



$
38



$
39



$
40



$
57



$
60



$
63



$
51



$
60



$
69Russell 2000



57




50




55




63




65




66




73




75




79




74




76




82Peer Group



38




32




39




46




55




54




60




61




68




68




73




73   20101


2


3


4


5


6


7


8


9


10


11


12All amounts rounded to the nearest dollarHorsehead Holding Corp.


$
53



$
55



$
64



$
64



$
56



$
41



$
41



$
42



$
53



$
59



$
63



$
70Russell 2000



79




83




89




95




87




81




86




80




90




93




97




104Peer Group



71




71




78




78




69




63




69




69




79




82




85




97   Issuer
    Purchases of Equity Securities
   28




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ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K.
  Form 10-K.
  Year Ended December 31,2010


2009


2008


2007


2006(In thousands, except for LME price and per share data)Statement of income (loss) data:Net sales

$
382,362


$
216,530


$
445,921


$
545,579


$
496,413Cost of sales (excluding depreciation)


305,522



226,171



353,248



373,359



360,181Depreciation


18,612



15,982



12,797



10,150



8,536Selling, general and administrative expenses


18,672



17,080



18,184



15,688



31,294Total costs and expenses


342,806



259,233



384,229



399,197



400,011Income (loss) from operations


39,556



(42,703
)


61,692



146,382



96,402Interest expense


(1,226
)


(2,340
)


(1,474
)


(7,589
)


(9,555
)Interest and other income


849



883



1,871



3,037



327Income (loss) before income taxes


39,179



(44,160
)


62,089



141,830



87,174Income tax provision (benefit)


14,409



(16,689
)


22,647



51,147



32,717Net income (loss)

$
24,770


$
(27,471
)

$
39,442


$
90,683


$
54,457Net income (loss) per share:Basic

$
0.57


$
(0.73
)

$
1.12


$
3.13


$
2.70Diluted

$
0.57


$
(0.73
)

$
1.12


$
2.85


$
2.01Balance sheet data (at end of period):Cash and cash equivalents

$
109,557


$
95,480


$
122,768


$
76,169


$
958Working capital


170,120



143,455



160,912



150,018



58,863Property, plant and equipment, net


218,652



191,307



136,141



98,932



63,794Total assets


496,136



438,262



358,478



314,804



205,706Total long-term obligations, less current maturities


255



255



58



121



58,225Stockholders equity


373,010



345,417



286,559



242,054



49,994Cash flow statement data:Operating cash flow

$
57,306


$
(6,733
)

$
94,007


$
102,575


$
15,627Investing cash flow


(44,134
)


(104,924
)


(50,671
)


(45,288
)


(14,249
)Financing cash flow


905



84,369



3,263



17,924



(973
)Other data:Tons of zinc product shipped


137



118



154



153



158Average LME zinc price(1)

$
0.98


$
0.75


$
0.85


$
1.47


$
1.48Capital expenditures


44,704



37,151



50,671



45,288



14,249Depreciation and amortization


18,612



16,981



13,463



12,656



9,504     (1)
    
    Average LME zinc price equals the average of each closing LME
    price for zinc on a dollars per pound basis during the measured
    period. 29




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ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  You should read the following discussion and analysis in
    conjunction with the other sections of this Annual Report on
    Form 10-K,
    including Business and Selected Financial
    Data, as well as our consolidated financial statements,
    including the notes thereto. The statements in this discussion
    and analysis regarding industry outlook, our expectations
    regarding our future performance and our liquidity and capital
    resources and other non-historical statements in this discussion
    are forward-looking statements. See the Cautionary
    Statement Regarding Forward-Looking Statements. Our actual
    results may differ materially from those contained in or implied
    in any forward-looking statements due to numerous risks and
    uncertainties, including, but not limited to, the risks and
    uncertainties described in Risk Factors.
  Overview
  Our
    History
      Strategic
    acquisitions and investments
      state-of-the-art
 30




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Economic
    Conditions and Outlook
    Factors
    Affecting Our Operating Results
  Market Price for Zinc and Nickel.
       31




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Demand for Zinc and Nickel-Based Products.
        Shipments/EAF Dust Receipts


Revenue/TonYear Ended December 31,


Year Ended December 31,2010


2009


2008


2010


2009


2008(Tons, in thousands)


(In U.S. dollars)Product:Zinc Products


137



118



154


$
1,976


$
1,529


$
1,932EAF Dust


532



409



507


$
74


$
80


$
97Nickel-based products


27



25



27


$
1,768


$
1,453


$
2,102   Cost of Sales (excluding depreciation and
    amortization).
 32




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lower-of-cost-or-market
  Selling, General and Administrative
    Expenses.
  Explosion
    at our Monaca, Pennsylvania facility
          Trends
    Affecting Our Business
    
    LME price of zinc and nickel;
    changes in cost of energy and fuels;
    gain and loss of customers;
    pricing pressures from competitors, including new entrants into
    the EAF dust or nickel-bearing waste recycling markets;
    increases and decreases in the use of zinc and nickel-based
    products;
    expansions into new products and expansion of our capacity,
    which requires us to incur costs prior to generating revenues; 33




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
    expenditures required to comply with environmental and other
    operational regulations;
    access to credit by customers; and
    our operational efficiency improvement programs.          and/or
  Summary
    of Critical Accounting Policies and Estimates
  Form 10-K
 34




---



##### Table of Contents



Inventories
  Work-in-process
    Financial
    Instruments
    
    Cash and cash equivalents, accounts receivable, notes payable
    due within one year, accounts payable and accrued expenses
    approximate their fair value due to the short-term nature of
    these instruments.
    Our financial swap and financial option instruments are carried
    at fair value. We recognize changes in fair value within the
    consolidated statements of operations as they occur (see
    Note S to our audited consolidated financial statements).      Impairment
     35




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2010


2009


2008Net sales


100.0
%


100.0
%


100.0
%Cost of sales (excluding depreciation)


79.9



104.4



79.2Depreciation


4.8



7.4



2.9Selling, general and administrative expenses


4.9



7.9



4.1Income (loss) from operations


10.4



(19.7
)


13.8Interest expense


.3



1.1



0.3Other income


.2



.4



0.4Income (loss) before income taxes


10.3



(20.4
)


13.9Income tax provision (benefit)


3.8



(7.7
)


5.1Net income (loss)


6.5
%


(12.7
)%


8.8
%Net income (loss) per shareBasic

$
0.57


$
(0.73
)

$
1.12Diluted

$
0.57


$
(0.73
)

$
1.12     Put Options2008


2009


2010


2011


Swaps


TotalFair value December 31, 2007

$
9,871














$
(757
)

$
9,114Purchases






7,008















7,008Settlements of closed positions


















566



566Gain (loss) on settlements of closed positions


(3,322
)














(182
)


(3,504
)Mark to market adjustment on open positions


2,612



932











(1,441
)


2,103Fair value March 31, 2008


9,161



7,940











(1,814
)


15,287Purchases






7,208















7,208Settlements of closed positions


(2,267
)














827



(1,440
)Gain (loss) on settlements of closed positions


736















(60
)


676Mark to market adjustment on open positions


5,730



7,233











4,522



17,485Fair value June 30, 2008


13,360



22,381











3,475



39,216Purchases






















Settlements of closed positions


(8,866
)














175



(8,691
)Gain (loss) on settlements of closed positions


2,601















(358
)


2,243Mark to market adjustment on open positions


3,926



11,553











(655
)


14,824Fair value September 30, 2008


11,021



33,934











2,637



47,592Sales






(33,934
)














(33,934
)Purchases






10,472















10,472Settlements of closed positions


(20,806
)














907



(19,899
)Gain (loss) on settlements of closed positions


9,785















(1,086
)


8,699Mark to market adjustment on open positions






(3,626
)










(690
)


(4,316
) 36




---



##### Table of Contents



Put Options2008


2009


2010


2011


Swaps


TotalFair value December 31, 2008






6,846











1,768



8,614Settlements of closed positions


















356



356Gain (loss) on settlements of closed positions






(744
)










(256
)


(1,000
)Mark to market adjustment on open positions






(3,903
)










284



(3,619
)Fair value March 31, 2009






2,199











2,152



4,351Settlements of closed positions


















(916
)


(916
)Gain (loss) on settlements of closed positions






(217
)










411



194Mark to market adjustment on open positions






(1,566
)










446



(1,120
)Fair value June 30, 2009






416











2,093



2,509Purchases










2,374











2,374Settlements of closed positions


















(1,260
)


(1,260
)Gain (loss) on settlements of closed positions






(51
)










398



347Mark to market adjustment on open positions






(364
)


(870
)






778



(456
)Fair value September 30, 2009






1



1,504







2,009



3,514Purchases










2,902











2,902Settlements of closed positions


















(1,965
)


(1,965
)Gain (loss) on settlements of closed positions






(1
)










616



615Mark to market adjustment on open positions










(3,669
)






497



(3,172
)Fair value December 31, 2009










737







1,157



1,894Purchases






















Settlements of closed positions


















(228
)


(228
)Gain (loss) on settlements of closed positions


















(34
)


(34
)Mark to market adjustment on open positions










(368
)






119



(249
)Fair value March 31, 2010










369







1,014



1,383Purchases














882







882Settlements of closed positions


















(74
)


(74
)Gain (loss) on settlements of closed positions










(1
)






(209
)


(210
)Mark to market adjustment on open positions










813



1,441



(616
)


1,638Fair value June 30, 2010










1,181



2,323



115



3,619Purchases














1,307







1,307Settlements of closed positions


















(439
)


(439
)Gain (loss) on settlements of closed positions










(214
)






452



238Mark to market adjustment on open positions










(962
)


(2,668
)


461



(3,169
)Fair value September 30, 2010










5



962



589



1,556Purchases














585







585Settlements of closed positions


















233



233Gain (loss) on settlements of closed positions










(5
)






(532
)


(537
)Mark to market adjustment on open positions














(968
)


115



(853
)Fair value December 31, 2010

$



$



$



$
579


$
405


$
984    37




---



##### Table of Contents



2009


2010Average LME zinc

Quarter Ended


Quarter Endedprice

March 31


June 30


September 30


December 31


March 31


June 30


September 30


December 31Quarter

$
0.53


$
0.67


$
0.80


$
1.00


$
1.04


$
0.92


$
0.91


$
1.05Year-to-date

$
0.53


$
0.60


$
0.67


$
0.75


$
1.04


$
0.98


$
0.96


$
0.98   Year
    Ended December 31, 2010 Compared with Year Ended
    December 31, 2009
  Net sales.
           38




---



##### Table of Contents



Cost of sales (excluding depreciation and
    amortization). clean-up
          Depreciation and amortization.
  Selling, general and administrative
    expenses.
 39




---



##### Table of Contents



Interest expense.
  Income tax provision (benefit).
  Net income.
  Year
    Ended December 31, 2009 Compared with Year Ended
    December 31, 2008 (excluding INMETCO)
  Net sales.
       40




---



##### Table of Contents



Cost of sales (excluding depreciation).
       41




---



##### Table of Contents



Depreciation.
  Selling, general and administrative
    expenses.
  Interest expense.
  Interest and other income.
  Income tax (benefit) provision.
  Net income (loss).
  Liquidity
    and Capital Resources
    Year
    Ended December 31, 2010
   42




---



##### Table of Contents



Cash
    Flows from Operating Activities
        Cash
    Flows from Investing Activities
      Cash
    Flows from Financing Activities
    Year
    Ended December 31, 2009
   43




---



##### Table of Contents



44




---



##### Table of Contents



Cash
    Flows from Operating Activities
          Cash
    Flows from Investing Activities
     45




---



##### Table of Contents



Cash
    Flows from Financing Activities
      Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodTotal


Less Than 1 Year


1-3 Years


3-5 Years


More Than 5 Years(Dollars in millions)Long-term debt obligations (excluding interest)

$
0.3


$



$



$



$
0.3Purchase obligations


17.0



17.0











Operating lease obligations


16.7



4.7



6.2



4.0



1.8Executive compensation


1.3



1.3











Other long-term liabilities


15.6



1.0



2.2



2.2



10.2Total

$
50.9


$
24.0


$
8.4


$
6.2


$
12.3   Off-Balance
    Sheet Arrangements
    Inflation
    Seasonality
   46




---



##### Table of Contents



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      Commodity
    Price Risk
             47




---



##### Table of Contents



ITEM 8.
    CONSOLIDATED
    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA  Form 10-K.
  ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
    Form 10-K
  Changes
    in Internal Control over Financial Reporting
   48




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Fram
        Internal Control 
    Integrated Framework
    
    49




---



##### Table of Contents



ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE      ITEM 11.
    EXECUTIVE
    COMPENSATION    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   50




---



##### 



PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES     
 PageReport of Independent Registered Public
    Accounting Firm

F-1Consolidated Balance Sheets as of
    December 31, 2010 and 2009

F-2Consolidated Statements of Operations for the
    years ended December 31, 2010, 2009 and 2008

F-3Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2010, 2009 and
    2008

F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2010, 2009 and 2008

F-5Notes to Consolidated Financial Statements

F-6      None
  All remaining schedules have been omitted because they are
    not required or applicable or the information is included in the
    consolidated financial statements or notes thereto.
  page E-1 Form 10-K.
 51




---



##### Table of Contents



SIGNATURES
      By:
    /s/  James
    M. Hensler     POWER OF
    ATTORNEY
  Form 10-K,
    Signature

Title/s/  James
    M. HenslerJames
    M. Hensler

Chairman of the Board of Directors,
    President and Chief Executive Officer
    (Principal Executive Officer)/s/  Robert
    D. ScherichRobert
    D. Scherich

Vice President and Chief Financial Officer
    (Principal Financial and Accounting Officer)/s/  John
    Van RodenJohn
    Van Roden

Director/s/  T.
    Grant JohnT.
    Grant John

Director/s/  Bryan
    D. RosenbergerBryan
    D. Rosenberger

Director/s/  Jack
    ShillingJack
    Shilling

Director  52




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           Internal Control  Integrated
    Framework )
  
    F-1




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETS
    
    December 31, 2010 and 2009
    (Amounts in thousands, except per share amounts)
  2010


2009ASSETSCurrent assetsCash and cash equivalents

$
109,557


$
95,480Accounts receivable, net of allowance of $1,741 and $2,032 in
    2010 and 2009, respectively


53,075



40,652Inventories, net


50,855



39,908Prepaid expenses and other current assets


16,178



25,195Deferred income taxes


6,090



175Total current assets


235,755



201,410Property, plant and equipment, net


218,652



191,307Other assetsIntangible assets


13,026



13,758Restricted cash


26,399



31,536Deferred income taxes


1,984



Deposits and other


320



251Total other assets


41,729



45,545Total assets

$
496,136


$
438,262LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent maturities of long-term debt

$



$
58Accounts payable


39,374



32,313Accrued expenses


26,261



25,584Total current liabilities


65,635



57,955Long-term debt, less current maturities


255



255Other long-term liabilities


17,501



18,865Deferred income taxes


39,735



15,770Commitments and contingenciesStockholders equityCommon stock, par value $.01 per share; 100,000 shares with
    voting rights authorized; 43,468 and 43,334 shares issued
    and outstanding in 2010 and 2009, respectively


434



433Preferred stock, par value $.01 per share; 10,000 shares
    authorized; no shares issued or outstanding






Additional paid-in capital


214,406



211,517Retained earnings


153,765



128,995Total stockholders equity before noncontrolling interest


368,605



340,945Noncontrolling interest


4,405



4,472Total stockholders equity


373,010



345,417Total liabilities and stockholders equity

$
496,136


$
438,262    F-2




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF
    OPERATIONS 
    For the Years Ended December 31, 2010, 2009 and 2008
    (Amounts in thousands, except per share amounts)
  2010


2009


2008Net sales of zinc material and other goods

$
288,796


$
183,949


$
396,810Net sales of nickel-based material and other services


54,162







EAF dust service fees


39,404



32,581



49,111Net sales


382,362



216,530



445,921Cost of sales of zinc material and other goods


267,283



210,642



339,726Cost of sales of nickel-based material and other services


33,466







Cost of EAF dust services


24,040



15,529



13,522Insurance claim income


(19,267
)






Cost of sales (excluding depreciation and amortization)


305,522



226,171



353,248Depreciation and amortization


18,612



15,982



12,797Selling, general and administrative expenses


18,672



17,080



18,184Total costs and expenses


342,806



259,233



384,229Income (loss) from operations


39,556



(42,703
)


61,692Other income (expense)Interest expense


(1,226
)


(2,340
)


(1,474
)Interest and other income


849



883



1,871(377
)


(1,457
)


397Income (loss) before income taxes


39,179



(44,160
)


62,089Income tax provision (benefit)


14,409



(16,689
)


22,647NET INCOME(LOSS)

$
24,770


$
(27,471
)

$
39,442Earnings (loss) per common share:Basic

$
0.57


$
(0.73
)

$
1.12Diluted

$
0.57


$
(0.73
)

$
1.12Weighted average shares outstanding:Basic


43,353



37,604



35,089Diluted


43,668



37,604



35,287    F-3




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF
    STOCKHOLDERS EQUITY 
    For the Years Ended December 31, 2010, 2009 and 2008
    (Amounts in thousands)
  RetainedAdditional


EarningsCommon Stock


Paid-In


(Accumulated


NoncontrollingShares


Amount


Capital


Deficit)


Interest


TotalBalance at January 1, 2008


34,775


$
348


$
124,682


$
117,024






$
242,054Stock option exercise


478



4



1,000











1,004Stock compensation expense










1,739











1,739Excess tax benefit of stock option exercise










2,320











2,320Net income














39,442







39,442Balance at December 31, 2008


35,253



352



129,741



156,466







286,559Restricted stock vesting


19



1



(1
)










Stock option exercise


12







12











12Equity offering


8,050



80



79,705











79,785Stock compensation expense










2,153











2,153Contribution by noncontrolling interest


















4,472



4,472Reduction of tax benefit of equity award exercise










(93
)










(93
)Net loss














(27,471
)






(27,471
)Balance at December 31, 2009


43,334



433



211,517



128,995



4,472



345,417Restricted stock vesting


31



1



(1
)










Stock option exercise


103







1,183











1,183Stock compensation expense










1,860











1,860Distribution by noncontrolling interest


















(67
)


(67
)Reduction of tax benefit of equity award exercise










(153
)










(153
)Net income














24,770







24,770Balance at December 31, 2010


43,468


$
434


$
214,406


$
153,765


$
4,405


$
373,010    F-4




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH
    FLOWS 
    For the Years Ended December 31, 2010, 2009 and 2008
    (Amounts in thousands)
  2010


2009


2008Cash Flows from Operating Activities:Net income (loss)

$
24,770


$
(27,471
)

$
39,442Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Depreciation and amortization


18,612



16,981



13,463Deferred income tax provision


16,026



9,486



770Accretion on ESOI liabilities


905



366



Losses on write down or disposal of assets


203



1,153



665Losses (gains) on derivative financial instruments


3,686



11,997



(8,746
)Lower of cost or market adjustment to inventories










8,994Non-cash compensation expense


1,860



2,153



1,739Changes in operating assets and liabilities:(Increase) decrease in accounts receivable, net


(12,616
)


(1,152
)


21,027(Increase) decrease in inventories, net


(11,551
)


13,760



13,715Decrease (increase) in prepaid expenses and other current assets


5,322



(24,827
)


8,180(Increase) decrease in other assets


(87
)


(49
)


83Increase (decrease) in accounts payable


7,019



(6,308
)


(2,173
)Increase (decrease) increase in accrued expenses


5,427



(2,634
)


(833
)(Decrease) in other non-current liabilities


(2,270
)


(188
)


(2,319
)Net cash provided by (used in) operating activities


57,306



(6,733
)


94,007Cash Flows from Investing Activities:Purchase of property, plant and equipment


(44,704
)


(37,151
)


(50,671
)Purchase of INMETCO, net of cash


(4,567
)


(33,237
)


Purchase of intangibles






(3,000
)


Decrease (increase) in restricted cash


5,137



(31,536
)


Net cash used in investing activities


(44,134
)


(104,924
)


(50,671
)Cash Flows from Financing Activities:Proceeds from equity offering, net of expenses






79,785



Proceeds from exercise of warrants and options


1,183



12



1,004(Distributions to) proceeds from noncontrolling interest equity
    holders


(67
)


4,472



Tax effect of share based compensation award exercise and vesting


(153
)


(93
)


2,320Proceeds from issuance of notes payable






255



Payments on notes payable and long-term debt


(58
)


(62
)


(61
)Net cash provided by financing activities


905



84,369



3,263Net increase (decrease) in cash and cash equivalents


14,077



(27,288
)


46,599Cash and cash equivalents at beginning of year


95,480



122,768



76,169Cash and cash equivalents at end of year

$
109,557


$
95,480


$
122,768    F-5




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
    December 31, 2010 and 2009
    and for the Years Ended December 31, 2010, 2009 and 2008
    (Amounts in thousands, except per share data)
  NOTE A 
    ORGANIZATION      NOTE B 
    SUMMARY
    OF SIGNIFICANT ACCOUNTING POLICIES    Principles
    of Consolidation
    Use of
    Estimates
    Revenue
    Recognition
   F-6




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009


2008Zinc and nickel material goods

$
305,371


$
176,628


$
380,685Service fee revenue


65,113



32,581



49,111Other


11,878



7,321



16,125$
382,362


$
216,530


$
445,921     Shipping
    and Handling Fees and Costs
    Cash
    and Cash Equivalents
    Accounts
    Receivable
    Inventories
  lower-of-cost-or-market Work-in-process
   F-7




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Property,
    Plant and Equipment
    Buildings, land and building improvements

3 - 40 yearsMachinery and equipment

3 - 30 years     Environmental
    Obligations
    Insurance
    Claim Liabilities
    Asset
    Retirement Obligations
    Income
    Taxes
    Stock-Based
    Compensation
   F-8




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Financial
    Instruments
            Impairment
    Supplemental
    Disclosure of Cash Flow Information
    Reclassifications
    NOTE C 
    EQUITY
    OFFERINGS AND STOCK REPURCHASE  Form S-3
 F-9




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE D 
    ACQUISITION
    OF BUSINESS      Final at


Estimated atDecember 31, 2010


December 31, 2009Cash

$
763


$
763Accounts receivable


8,970



9,164Inventories


6,190



6,794Prepaid expenses and other current assets


500



489Deferred income tax asset


672



672Property, plant and equipment


35,175



34,469Intangible assets


2,400



2,400Other assets


54



54Total identifiable assets purchased


54,724



54,805Accounts payable


2,314



3,446Accrued expenses and other current liabilities


1,895



650Deferred income tax liability


10,421



10,380Other long-term liabilities


1,527



1,527Total liabilities assumed


16,157



16,003Net assets purchased


38,567



38,802Purchase price

$
38,567


$
38,802   NOTE E 
    NEW
    MARKETS TAX CREDIT PROGRAM FINANCING   F-10




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE F 
    ASSET
    WRITE-DOWNS AND DISPOSALS      NOTE G 
    CASH AND
    CASH EQUIVALENTS    2010


2009Cash in bank

$
84,549


$
10,358Government money market funds






35,000Money market demand account


25,008



30,075Certificates of deposit






20,047$
109,557


$
95,480        F-11




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE H 
    INVENTORIES    2010


2009Raw materials

$
13,202


$
10,413Work-in-process


7,289



1,471Finished goods


17,486



13,939Supplies and spare parts


12,878



14,085$
50,855


$
39,908     NOTE I 
    PREPAID
    EXPENSES AND OTHER CURRENT ASSETS    2010


2009Refundable income taxes

$
11,762


$
20,786Prepaid hedge contracts


984



1,914Other


3,432



2,495$
16,178


$
25,195   NOTE J 
    PROPERTY,
    PLANT AND EQUIPMENT    2010


2009Land and land improvements

$
18,412


$
11,110Buildings and building improvements


38,614



27,734Machinery and equipment


229,768



169,296Construction in progress


8,326



41,906295,120



250,046Less accumulated depreciation


(76,468
)


(58,739
)$
218,652


$
191,307    F-12




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE K 
    INTANGIBLE
    ASSETS    2010


2009Customer contracts

$
10,915


$
10,915Customer relationships


1,400



1,400Non-compete agreement


789



789Trademark


600



600Technology


400



40014,104



14,104Less accumulated amortization


(1,078
)


(346
)$
13,026


$
13,758     NOTE L 
    RESTRICTED
    CASH    2010


2009Letters of credit

$
21,379


$
21,602ESOI deferred purchase price obligation


3,997



4,000NMTC


1,023



5,934$
26,399


$
31,536     NOTE M 
    NOTES PAYABLE
    AND LONG-TERM DEBT    2010


2009Loan payable

$
255


$
255Note payable to Beaver County Corporation for Economic
    Development






58255



313Less portion currently payable






(58
)$
255


$
255      F-13




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    sub-line
          Year Ending December 31,2016

$
255$
255  F-14




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE N 
    ACCRUED
    EXPENSES    2010


2009Employee related costs

$
8,877


$
6,722EAF dust processing reserve


4,826



3,564Accrued INMETCO purchase price (see Note D)






4,802Workers Compensation insurance claim liabilities (see
    Note P)


2,400



2,400Unearned tolling revenue


1,872



1,173Other


8,286



6,923$
26,261


$
25,584   NOTE O 
    INCOME
    TAXES    2010


2009


2008Current provision (benefit):Federal

$
(2,815
)

$
(25,189
)

$
18,994State and local


1,369



(986
)


2,883(1,446
)


(26,175
)


21,877Deferred provision (benefit):Federal


17,907



10,584



892State and local


(2,052
)


(1,098
)


(122
)15,855



9,486



770Income tax provision (benefit)

$
14,409


$
(16,689
)

$
22,647     2010


2009


2008Income taxes at statutory rate

$
13,713


$
(15,456
)

$
21,731State and local income taxes, net of federal tax effect


(444
)


(1,354
)


1,794Domestic production activity deduction


197



571



(1,002
)Other


943



(450
)


124Income tax provision (benefit)

$
14,409


$
(16,689
)

$
22,647  F-15




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2010


2009Deferred tax assets:Accrued fringe benefits

$
677


$
564Prepaid hedge contracts


667



1,240Stock compensation


2,243



1,878State tax credits


2,180



State net operating loss carryforward


859



1,293Inventory


3,505



1,241Accrued workers compensation






1,038Other


4,656



4,192Total deferred tax assets


14,787



11,446Deferred tax liabilities:Property, plant and equipment


(44,174
)


(21,122
)INMETCO purchase price adjustment






(5,001
)Intangible assets


(889
)


Other


(1,189
)


(918
)Total deferred tax liabilities


(46,252
)


(27,041
)Gross deferred tax liability


(31,465
)


(15,595
)Valuation reserve


(196
)


Net deferred tax liability

$
(31,661
)

$
(15,595
)     2010


2009Current deferred tax asset

$
6,090


$
672Current deferred tax (liability)






(497
)Net current deferred tax asset


6,090



175Non-current deferred tax asset


1,984



Non-current deferred tax (liability)


(39,735
)


(15,770
)Net non-current deferred tax (liability)


(37,751
)


(15,770
)Net deferred tax asset (liability)

$
(31,661
)

$
(15,595
)        F-16




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE P 
    OTHER
    LONG-TERM LIABILITIES    2010


2009Environmental obligations

$
2,141


$
2,013Insurance claim liabilities


6,628



7,747Asset retirement obligations


2,861



2,678Deferred purchase price obligation


5,374



5,869Other


497



558$
17,501


$
18,865   Environmental
    obligations
      Insurance
    claim liabilities
   F-17




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Asset
    retirement obligations
      Deferred
    asset purchase price obligations
    NOTE Q 
    EMPLOYEE
    BENEFIT PLANS        NOTE R 
    STOCK-BASED
    COMPENSATION   F-18




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      WeightedRange of


AverageNumber of


Exercise


ExerciseShares


Price


PriceOptions outstanding at January 1, 2007


1,035


$
1.01-$7.39


$
1.82Exercised in 2007


394


$
1.01-$7.39


$
1.82Options outstanding at December 31, 2007


641


$
1.01-$7.39


$
1.82Exercised in 2008


478


$
1.01-$7.39


$
2.10Options outstanding at December 31, 2008


163


$
1.01


$
1.01Exercised in 2009


12


$
1.01


$
1.01Options outstanding at December 31, 2009


151


$
1.01


$
1.01Exercised in 2010


13


$
1.01


$
1.01Options outstanding at December 31, 2010


138


$
1.01


$
1.01             Eligibility
 F-19




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock Options
      Stock Appreciation Rights
  Termination of Options and SARs
  Restricted Stock
  Restricted Stock Units; Deferred Stock Units
  Performance Awards and/or and/or
  Vesting
  Amendment and Termination of the Equity Incentive
    Plan
   F-20




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        WeightedRange of


AverageNumber of


Exercise


ExerciseShares


Price


PriceOptions granted on January 16, 2007


1,085


$
13.00


$
13.00Cancelled in 2007


5



13.00



13.00Options outstanding at December 31, 2007


1,080



13.00



13.00Cancelled in 2008


10



13.00



13.00Options outstanding at December 31, 2008


1,070


$
13.00


$
13.00Cancelled in 2009


25



13.00



13.00Options outstanding at December 31, 2009


1,045


$
13.00


$
13.00Cancelled in 2010


116



13.00



13.00Exercised in 2010


90



13.00



13.00Options outstanding at December 31, 2010


839


$
13.00


$
13.00        F-21




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE S 
    ACCOUNTING
    FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES    fixed-to-variable
  variable-to-fixed variable-to-fixed
  variable-to-fixed fixed-to-variable
       F-22




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended December 31,2010


2009


2008Gains (losses) included in net sales:Put options

$
(2,932
)

$
(11,385
)

$
68,772Swaps


(530
)


3,194



50(3,462
)


(8,191
)


68,822Gains (losses) included in cost of sales:Swaps


286



(20
)


$
(3,176
)

$
(8,211
)

$
68,822       December 31,Description

2010


2009Put options and swaps included in Prepaid expenses and other
    assets

$
984


$
1,914Swaps included in Accrued expenses

$



$
20       NOTE T 
    CONTINGENCIES     F-23




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE U 
    EARNINGS
    PER SHARE      2010


2009


2008Basic earnings (loss) per share:Net income (loss)

$
24,770


$
(27,471
)

$
39,442Weighted average shares outstanding  basic


43,353



37,604



35,089Basic earnings (loss) per share

$
0.57


$
(0.73
)

$
1.12Diluted earnings (loss) per share:Net income (loss)

$
24,770


$
(27,471
)

$
39,442Weighted average shares outstanding  diluted


43,668



37,604



35,287Diluted earnings (loss) per share

$
0.57


$
(0.73
)

$
1.12Reconciliation of average shares outstanding  basic
    to average shares outstanding  diluted:Weighted average shares outstanding  basic


43,353



37,604



35,089Effect of dilutive securities:Options


87







196Restricted stock units


228







2Weighted average shares outstanding  diluted


43,668



37,604



35,287   Exerciseprice


2010


2009


2008Anti-dilutive shares excluded from earnings per share
    calculationOptions

$
13.00



839



1,045



1,070Options

$
1.01







151



Restricted stock units










462



57Total






839



1,658



1,127  F-24




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE V 
    COMMITMENTS  Operating
    Leases
    Years Ending December 31,

Amounts2011

$
4,7042012


3,3822013


2,7782014


2,4942015


1,535Thereafter


1,828$
16,721     Long
    Term Purchase Agreements
   F-25




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE W 
    SELECTED
    QUARTERLY FINANCIAL DATA 
    (Unaudited)  Quarter EndedDecember 31,

September 30,

June 30,

March 31,2010Sales

$
96,299


$
90,549


$
98,538


$
96,976Cost of sales (excluding depreciation and amortization)


63,018



85,524



79,848



77,132Depreciation and amortization


5,400



4,430



4,241



4,541Net income (loss)


14,633



(2,353
)


5,708



6,782Earnings (loss) per common share:Basic

$
0.34


$
(0.05
)

$
0.13


$
0.16Diluted

$
0.33


$
(0.05
)

$
0.13


$
0.162009Sales

$
68,800


$
60,310


$
47,612


$
39,808Cost of sales (excluding depreciation)


60,450



56,404



53,922



55,395Depreciation and amortization


5,026



3,743



3,653



3,560Net income


216



(3,580
)


(9,298
)


(14,809
)Earnings per common share:Basic

$
0.00


$
(0.10
)

$
(0.26
)

$
(0.42
)Diluted

$
0.00


$
(0.10
)

$
(0.26
)

$
(0.42
)   December 31,


September 30,


June 30,


March 31,2009 Pro forma including INMETCOSales

$
80,064


$
71,285


$
58,136


$
46,048Cost of sales (excluding depreciation and amortization)


69,521



64,879



62,487



62,921Depreciation and amortization


5,026



3,743



3,653



3,560Net income (loss)

$
799


$
(2,517
)

$
(8,554
)

$
(16,318
)Earnings (loss) per common share:Basic

$
0.02


$
(0.07
)

$
(0.24
)

$
(0.46
)Diluted

$
0.02


$
(0.07
)

$
(0.24
)

$
(0.46
)   NOTE X 
    SEGMENT
    INFORMATION   F-26




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    HorseheadCorporation


INMETCO


Other


Total2010Net sales

$
329,139


$
54,162


$
(939
)

$
382,362Depreciation and amortization


15,903



2,709







18,612Income before tax


24,800



14,379







39,179   HorseheadCorporation


INMETCO


Corporate and other


Total2010Property, plant and equipment

$
184,726


$
33,926


$



$
218,652Capital expenditures


43,397



1,307







44,704Total assets

$
269,299


$
68,138


$
158,699


$
496,1362009Property, plant and equipment

$
156,838


$
34,469


$



$
191,307Total assets

$
224,130


$
54,805


$
159,327


$
438,262   NOTE Y 
    PRO FORMA
    INFORMATION    Pro forma consolidated results

2009


2008Net sales

$
255,533


$
505,960Net income (loss)


(26,590
)


47,086Basic earnings (loss) per share

$
(0.71
)

$
1.34Diluted earnings (loss) per share

$
(0.71
)

$
1.33   NOTE Z 
    MONACA,
    PENNSYLVANIA ACCIDENT INSURANCE RECOVERY  clean-up,
 F-27




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2010Cost of
    clean-up and
    repairs included in cost of sales of zinc material and other
    goods

$
6,778Business interruption insurance recovery


(14,276
)Property damage insurance recovery


(4,991
)Total insurance recovery to date


(19,267
)Income related to insurance recovery included in cost of sales
    (excluding depreciation and amortization)


(12,489
)Selling, general and administrative expenses


234Income related to insurance recovery to date  net

$
(12,255
)Costs included in finished goods inventories


790Costs capitalized


8,597Insurance proceeds receivable included in accounts receivable

$
8,267  F-28




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description of Document2
.1

Stock Purchase Agreement dated as of December 1, 2009 among the
    Registrant, Vale Inco Americas Inc, and Vale Inco Limited
    (incorporated by reference to Exhibit 2.1 of the
    Registrants Current Report on Form 8-K, filed on December
    4, 2009)3
.1

Second Amended and Restated Certificate of Incorporation of the
    Registrant (incorporated by reference to Exhibit 3.1 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)3
.2

Amended and Restated By-laws of the Registrant (incorporated by
    reference to Exhibit 3.2 of the Registrants Registration
    Statement on Form S-1 (File No. 333-142113), filed on April 13,
    2007)4
.1

Specimen Common Stock Certificate (incorporated by reference to
    Exhibit 4.1 of the Registrants Registration Statement on
    Form S-1 (File No. 333-142113), filed on April 13, 2007)10
.1

Horsehead Holding Corp. Amended and Restated 2006 Long-Term
    Equity Incentive Plan (incorporated by reference to Exhibit 10.1
    of the Registrants Amendment No. 2 to Registration
    Statement on Form S-1 (File No. 333-142113), filed on July 2,
    2007)10
.2

Form of Option Agreement issued under 2006 Long-Term Equity
    Incentive Plan (incorporated by reference to Exhibit 10.2 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)10
.3

Second Amended and Restated Horsehead Holding Corp. 2004 Stock
    Option Plan (incorporated by reference to Exhibit 10.3 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)10
.4

Form of Option Agreement issued under 2004 Stock Option Plan
    (incorporated by reference to Exhibit 10.4 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)10
.5

Employment Agreement, dated as of November 30, 2006 by and
    between Horsehead Corporation and James M. Hensler (incorporated
    by reference to Exhibit 10.5 of the Registrants
    Registration Statement on Form S-1 (File No. 333-142113), filed
    on April 13, 2007)10
.6

Employment Agreement, dated as of January 3, 2011 by and between
    Horsehead Corporation and James M. Hensler
    (incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report filed on Form 8-K on January 4,
    2011)10
.7

Employment Agreement, dated as of November 30, 2006 by and
    between Horsehead Corporation and Robert D. Scherich
    (incorporated by reference to Exhibit 10.6 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)10
.8

Employment Agreement, dated as of January 3, 2011 by and between
    Horsehead Corporation and Robert D. Scherich
    (incorporated by reference to Exhibit 10.2 of the
    Registrants Current Report filed on Form 8-K on January 4,
    2011)10
.9

Employment Agreement, dated as of November 30, 2006 by and
    between Horsehead Corporation and Ali Alavi (incorporated
    by reference to Exhibit 10.7 of the Registrants
    Registration Statement on
    Form S-1
    (File No. 333-142113), filed on April 13, 2007)10
.10

Employment Agreement, dated as of January 3, 2011 by and between
    Horsehead Corporation and Ali Alavi (incorporated by
    reference to Exhibit 10.3 of the Registrants Current
    Report filed on
    Form 8-K
    on January 4, 2011)10
.11

Financing Agreement dated as of July 15, 2005 by and among
    Horsehead Corporation, Horsehead Intermediary Corp., Chestnut
    Ridge Railroad Corp., The CIT Group/Business Credit, Inc., PNC
    Bank National Association and certain lenders party thereto
    (incorporated by reference to Exhibit 10.9 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)10
.12

Amendment No. 1 to CIT Financing Agreement dated as of October
    21, 2005 (incorporated by reference to Exhibit 10.10 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)10
.13

Amendment No. 2 to CIT Financing Agreement dated as of January
    18, 2006 (incorporated by reference to Exhibit 10.11 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007) E-1




---



##### Table of Contents



ExhibitNumber

Description of Document10
.14

Amendment No. 3 to CIT Financing Agreement dated as of April 28,
    2006 (incorporated by reference to Exhibit 10.12 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)10
.15

Amendment No. 4 to CIT Financing Agreement dated as of October
    25, 2006 (incorporated by reference to Exhibit 10.13 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)10
.16

Amendment No. 5 to CIT Financing Agreement dated as of December
    14, 2007 (incorporated by reference to Exhibit 10.14 of the
    Registrants Annual Report on Form 10-K filed on March 31,
    2008)10
.17

Consent and Amendment, dated as of June 4, 2009, between
    Horsehead Corporation, Chestnut Ridge Railroad Corp., The CIT
    Group/Business Credit, Inc. and PNC Bank, National Association
    (incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on Form 8-K filed on June 10,
    2009)10
.18

Amendment No. 6 to CIT Financing Agreement dated as of June 30,
    2009 (incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on Form 8-K filed on July 6,
    2009)10
.19

Letter agreement, dated as of December 11, 2009, between
    Horsehead Corporation and The CIT Group/Business Credit, Inc.
    (incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on Form 8-K filed on December
    15, 2009)10
.20

Financing Agreement dated as of July 15, 2005 by and among
    Horsehead Corporation, Horsehead Intermediary Corp., Chestnut
    Ridge Railroad Corp., CML I, LLC (as successor by
    assignment to Contrarian Service Company, LLC) and Contrarian
    Financial Services Company, LLC (incorporated by reference to
    Exhibit 10.15 of the Registrants Registration Statement on
    Form S-1 (File No.
    333-142113),
    filed on April 13, 2007)10
.21

Amendment No. 1 to Contrarian Financing Agreement dated as of
    January 18, 2006 (incorporated by reference to Exhibit 10.15 of
    the Registrants Registration Statement on Form S-1 (File
    No. 333-142113), filed on April 13, 2007)10
.22

Amendment No. 2 to Contrarian Financing Agreement dated as of
    April 28, 2006 (incorporated by reference to Exhibit 10.16 of
    the Registrants Registration Statement on Form S-1 (File
    No. 333-142113), filed on April 13, 2007)10
.23

Amendment No. 3 to Contrarian Financing Agreement dated as of
    October 25, 2006 (incorporated by reference to Exhibit 10.17 of
    the Registrants Registration Statement on Form S-1 (File
    No. 333-142113), filed on April 13, 2007)10
.24

Letter Agreement re: Retention Bonus Arrangement, dated October
    31, 2006, between the Registrant and James M. Hensler
    (incorporated by reference to Exhibit 10.19 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)10
.25

Letter Agreement re: Retention Bonus Arrangement, dated October
    31, 2006, between the Registrant and Robert D. Scherich
    (incorporated by reference to Exhibit 10.20 of the
    Registrants Registration Statement on Form S-1 (File No.
    333-142113), filed on April 13, 2007)10
.26

Letter Agreement re: Retention Bonus Arrangement, dated October
    31, 2006, between the Registrant and Ali Alavi (incorporated by
    reference to Exhibit 10.21 of the Registrants Registration
    Statement on
    Form S-1
    (File No. 333-142113), filed on April 13, 2007)10
.27

Form of Restricted Stock Agreement issued under the Horsehead
    Holding Corp. Amended and Restated 2006 Long-Term Equity
    Incentive Plan (incorporated by reference to Exhibit 10.27 of
    the Registrants Amendment No. 2 to Registration Statement
    on Form S-1 (File No. 333-142113), filed on July 2, 2007)10
.28

First Amendment to Employment Agreement, dated as of December
    24, 2008, between Horsehead Corporation and James M. Hensler
    (incorporated by reference to Exhibit 10.22 of the
    Registrants Annual Report on Form 10-K filed on March 16,
    2009)10
.29

Second Amendment to Employment Agreement, dated as of June 22,
    2009, between Horsehead Corporation and James M. Hensler
    (incorporated by reference to Exhibit 10.1 of the
    Registrants Current Report on Form 8-K filed on June 24,
    2009)10
.30

First Amendment to Employment Agreement, dated as of December
    24, 2008, between Horsehead Corporation and Robert D. Scherich
    (incorporated by reference to Exhibit 10.23 of the
    Registrants Annual Report on Form 10-K filed on March 16,
    2009) E-2




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##### Table of Contents



ExhibitNumber

Description of Document10
.31

Second Amendment to Employment Agreement, dated as of June 22,
    2009, between Horsehead Corporation and Robert D. Scherich
    (incorporated by reference to Exhibit 10.2 of the
    Registrants Current Report on Form 8-K filed on June 24,
    2009)10
.32

First Amendment to Employment Agreement, dated as of December
    24, 2008, between Horsehead Corporation and Ali Alavi
    (incorporated by reference to Exhibit 10.24 of the
    Registrants Annual Report on Form 10-K filed on March 16,
    2009)10
.33

Second Amendment to Employment Agreement, dated as of June 22,
    2009, between Horsehead Corporation and Ali Alavi (incorporated
    by reference to Exhibit 10.3 of the Registrants Current
    Report on Form 8-K filed on June 24, 2009)10
.34

Form of Performance Contingent Restricted Stock Unit Award
    Agreement issued under the Amended and Restated 2006 Long-Term
    Equity Incentive Plan (incorporated by reference to Exhibit
    10.25 of the Registrants Annual Report on Form 10-K filed
    on March 16, 2009)10
.35

Form of Restricted Stock Unit Award Agreement issued under the
    Amended and Restated 2006 Long-Term Equity Incentive Plan
    (incorporated by reference to Exhibit 10.26 of the
    Registrants Annual Report on Form 10-K filed on March 16,
    2009)21
.1

List of subsidiaries of the Registrant23
.1

Consent of Grant Thornton LLP, independent registered public
    accounting firm24
.1

Power of Attorney (included in the signature page to this report)31
.1

Certification of Principal Executive Officer pursuant to Section
    302 of the Sarbanes-Oxley Act of 200231
.2

Certification of Principal Financial Officer pursuant to Section
    302 of the Sarbanes-Oxley Act of 200232
.1

Section 1350 Certification of Chief Executive Officer and Chief
    Financial Officer     
    
    Management contract or compensatory plan or arrangement. E-3