##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, DC
    20549
 Form 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, 2009ORo

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
  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


24Item 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
    Business
    Strategy
  Continue
    to Focus on Production Efficiencies and Operating Cost
    Reductions
   2




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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
  tons-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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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, infiltrating and
    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


116



508



10/31/11
*Pittsburgh


18







N/ABartlesville


1







N/ABeaumont


2







N/ACalumet


14



48



08/02/11Palmerton


22



121



04/26/11Palmerton (Chestnut Ridge Railroad)






3



12/15/11Rockwood


12



46



07/01/11Barnwell


4







N/ATotal


189



726     *
    
    24 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


54


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


49


Vice President and Chief Financial OfficerRobert Elwell


56


Vice President  OperationsJames A. Totera


53


Vice President  Sales and MarketingThomas E. Janeck


65


Vice President  Environment, Health and SafetyAli Alavi


48


Vice President  Corporate Administration, General
    Counsel and SecretaryDaryl K. Fox


60


Vice President  Human ResourcesMark Tomaszewski


53


President  INMETCO   James M. Hensler,
  Robert D. Scherich,
  Robert Elwell,
  James A. Totera,
  Thomas E. Janeck,
  Ali Alavi,
 15




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Daryl K. Fox,
  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 INMETCO or businesses that we acquire in the
    future or we may not realize all or any of the anticipated
    benefits from the INMETCO acquisition or 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.    Work
    stoppages and other labor matters could interrupt our production
    or increase our costs, either of which would negatively impact
    our operating results.
   19




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Equipment
    or power failures, delays in deliveries or catastrophic loss at
    any of our facilities could prevent us from meeting customer
    demand, reduce our sales and/or negatively impact our net
    income.
  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.
    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.
     20




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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.
    Potential
    climate change legislation could result in increased operating
    costs and reduced demand for our products.
   21




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cap-and-trade
    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.
   22




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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.
    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. 23




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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.
      ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   24




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##### Table of Contents



ITEM 2.
    PROPERTIES      Own/





AnnualLocation

Lease

Process

Product

Capacity(Tons)Monaca, PA

Own

Finished Product

PW Metal


88,000
(5)Zinc Oxide


90,000
(5)SSHG Metal


15,000
(5)Zinc Dust


5,900
(5)Bartlesville, OK

Own

Recycling

Lead Carbonate


28,000
* (6)Beaumont, TX

Own(1)

Recycling

CZO(2)


28,000
**(6)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
**(7)Ellwood City, PA

Own

Recycling

Nickel-chromium-iron alloy


70,000
**Cadmium


5,000Total EAF Recycling Capacity








618,000Total Smelting Capacity








175,000     *
    
    Lead concentrate processed**
    
    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 three kilns is operated to produce calcine
    and the other two kilns are operated to produce CZO.(4)
    
    Depending upon grade.(5)
    
    Operating at 70% of annual capacity.(6)
    
    Operations suspended in the first quarter of 2009.(7)
    
    Operating two kilns beginning in November 2009.   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

Low200910/01/09  12/31/09

$
13.36


$
9.3507/01/09  09/30/09


12.90



7.1104/01/09  06/30/09


9.34



5.1501/01/09  03/31/09


5.90



3.15200810/01/08  12/31/08

$
5.91


$
2.2607/01/08  09/30/08


12.83



5.4304/01/08  06/30/08


15.45



11.2501/01/08  03/31/08


18.31



11.20   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 28 MONTH CUMULATIVE TOTAL RETURN*
  
  8/10/07
   2007


2008

















20098/10


8


9


10


11


12


1


2


3


4


5


6


7


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



$
25



$
21



$
20



$
30



$
38



$
39



$
40



$
57



$
60



$
63



$
51



$
60



$
69Russell 2000



100




101




102




105




98




98




91




88




88




92




96




88




92




95




88




69




61




65




57




50




55




63




65




66




73




75




79




74




76




82Peer Group



100




107




116




119




108




112




101




113




111




117




124




114




101




95




67




36




36




40




38




32




39




46




55




54




60




61




68




68




73




73   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 31,2009


2008


2007


2006


2005(In thousands, except for LME price and per share data)Statement of income (loss) data:Net sales

$
216,530


$
445,921


$
545,579


$
496,413


$
273,807Cost of sales (excluding depreciation)


226,171



353,248



373,359



360,181



243,358Depreciation


15,982



12,797



10,150



8,536



7,179Selling, general and administrative expenses


17,080



18,184



15,688



31,294



9,630Total costs and expenses


259,233



384,229



399,197



400,011



260,167Income (loss) from operations


(42,703
)


61,692



146,382



96,402



13,640Interest expense


(2,340
)


(1,474
)


(7,589
)


(9,555
)


(9,134
)Interest and other income


883



1,871



3,037



327



665Income (loss) before income taxes


(44,160
)


62,089



141,830



87,174



5,171Income tax provision (benefit)


(16,689
)


22,647



51,147



32,717



2,024Net income (loss)

$
(27,471
)

$
39,442


$
90,683


$
54,457


$
3,147Net income (loss) per share:Basic

$
(0.73
)

$
1.12


$
3.13


$
2.70


$
0.16Diluted

$
(0.73
)

$
1.12


$
2.85


$
2.01


$
0.12Balance sheet data (at end of period):Cash and cash equivalents

$
95,480


$
122,768


$
76,169


$
958


$
553Working capital


143,455



160,912



150,018



58,863



3,746Property, plant and equipment, net


191,307



136,141



98,932



63,794



58,081Total assets


438,262



358,478



314,804



205,706



132,623Total long-term obligations, less current maturities


255



58



121



58,225



44,741Stockholders equity


345,417



286,559



242,054



49,994



3,791Cash flow statement data:Operating cash flow

$
(6,733
)

$
94,007


$
102,575


$
15,627


$
854Investing cash flow


(104,924
)


(50,671
)


(45,288
)


(14,249
)


(6,000
)Financing cash flow


84,369



3,263



17,924



(973
)


3,377Other data:Tons of zinc product shipped


118



154



153



158



165Average LME zinc price(1)

$
0.75


$
0.85


$
1.47


$
1.48


$
0.63Capital expenditures


37,151



50,671



45,288



14,249



9,123Depreciation and amortization


16,981



13,463



12,656



9,504



8,380     (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
      Economic
    Conditions and Outlook
   30




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Factors
    Affecting Our Operating Results
  Market Price for Zinc.
        Demand for Zinc-Based Products.
   31




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##### Table of Contents



Production/EAF Dust Processed

Shipments/EAF Dust Receipts

Revenue/TonYear Ended December 31

Year Ended December 31,

Year Ended December 31,2009

2008

2007

2009

2008

2007

2009

2008

2007(Tons, in thousands)

(Tons, in thousands)

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


106



137



140



118



154



153


$
1,529


$
1,932


$
3,104EAF Dust


411



519



492



409



507



458


$
80


$
97


$
99   Cost of Sales (excluding depreciation).
  lower-of-cost-or-market
  Selling, General and Administrative
    Expenses.
 32




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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;
    expenditures required to comply with environmental and other
    operational regulations;
    access to credit by customers; and
    our operational efficiency improvement programs.         33




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and/or
  Summary
    of Critical Accounting Policies and Estimates
  Form 10-K
  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.       34




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Impairment
      Recently
    Issued Accounting Pronouncements
           35




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Results
    of Operations
    Year Ended December 31,2009


2008


2007Net sales


100.0
%


100.0
%


100.0
%Cost of sales (excluding depreciation)


104.4



79.2



68.4Depreciation


7.4



2.9



1.9Selling, general and administrative expenses


7.9



4.1



2.9Income (loss) from operations


(19.7
)


13.8



26.8Interest expense


1.1



0.3



1.4Other income


.4



0.4



0.6Income (loss) before income taxes


(20.4
)


13.9



26.0Income tax provision (benefit)


(7.7
)


5.1



9.4Net income (loss)


(12.7
)%


8.8
%


16.6
%Net income (loss) per shareBasic

$
(0.73
)

$
1.12


$
3.13Diluted

$
(0.73
)

$
1.12


$
2.85     Put Options2008


2009


2010


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
)


14,824 36




---



##### Table of Contents



Put Options2008


2009


2010


Swaps


TotalFair 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
)Fair 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


$
1,894     2008

2009Average LME zinc

Quarter Ended

Quarter Endedprice

March 31

June 30

September 30

December 31

March 31

June 30

September 30

December 31Quarter

$
1.10


$
0.96


$
0.80


$
0.54


$
0.53


$
0.67


$
0.80


$
1.00Year-to-date

$
1.10


$
1.03


$
0.95


$
0.85


$
0.53


$
0.60


$
0.67


$
0.75   Year
    Ended December 31, 2009 Compared with Year Ended
    December 31, 2008 (excluding INMETCO)
  Net sales.
 37




---



##### Table of Contents



Cost of sales (excluding depreciation).
 38




---



##### Table of Contents



Depreciation.
  Selling, general and administrative
    expenses.
  Interest expense.
  Interest and other income.
  Income tax (benefit) provision.
 39




---



##### Table of Contents



Net income (loss).
  Year
    Ended December 31, 2008 Compared with Year Ended
    December 31, 2007
  Net sales.
             40




---



##### Table of Contents



Cost of sales (excluding depreciation).
    start-up
    Depreciation.
  Selling, general and administrative
    expenses.
  Interest expense.
   41




---



##### Table of Contents



Income tax provision.
  Net income.
  Liquidity
    and Capital Resources
    Year
    Ended December 31, 2009
         42




---



##### Table of Contents



Cash
    Flows from Operating Activities
       43




---



##### Table of Contents



Cash
    Flows from Investing Activities
        Cash
    Flows from Financing Activities
      Year
    Ended December 31, 2008
   44




---



##### Table of Contents



Cash
    Flows from Operating Activities
         45




---



##### Table of Contents



Cash
    Flows from Investing Activities
    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


$



$



$



$
.3Purchase obligations


19.0



19.0











Operating lease obligations


16.0



4.2



6.1



3.9



1.8Executive compensation


3.2



1.6



1.6







Other long-term liabilities


17.4



1.7



2.3



2.2



11.2Total

$
55.9


$
26.5


$
10.0


$
6.1


$
13.3   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




---



##### Table of Contents



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


F-1Consolidated Balance Sheets as of
    December 31, 2009 and 2008


F-2Consolidated Statements of Operations for the
    years ended December 31, 2009, 2008 and 2007


F-3Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2009, 2008 and
    2007


F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2009, 2008 and 2007


F-5Notes to Consolidated Financial Statements


F-6(a)(2) Financial Statement Schedule.   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.
  Exhibits. 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, 2009 and 2008
    (Amounts in thousands, except per share amounts)
  2009


2008ASSETSCurrent assetsCash and cash equivalents

$
95,480


$
122,768Accounts receivable, net of allowance of $2,032 and $750 in 2009
    and 2008, respectively


40,652



30,446Inventories


39,908



47,209Prepaid expenses and other current assets


25,195



15,842Deferred income taxes


175



4,925Total current assets


201,410



221,190Property, plant and equipment, net


191,307



136,141Other assetsIntangible assets


13,758



Restricted cash


31,536



Deferred financing costs, net of accumulated amortization of
    $1,200 in 2008






999Deposits and other


251



148Total other assets


45,545



1,147Total assets

$
438,262


$
358,478LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent maturities of long-term debt

$
58


$
62Accounts payable


33,486



35,285Accrued expenses


24,411



24,931Total current liabilities


57,955



60,278Long-term debt, less current maturities


255



58Other long-term liabilities


18,865



10,257Deferred income taxes


15,770



1,326Commitments and contingenciesStockholders equityCommon stock, par value $.01 per share; 100,000 shares with
    voting rights authorized; 43,334 and 35,253 shares issued
    and outstanding in 2009 and 2008, respectively


433



352Preferred stock, par value $.01 per share; 10,000 shares
    authorized; no shares issued or outstanding






Additional paid-in capital


211,517



129,741Retained earnings


128,995



156,466Total stockholders equity before noncontrolling interest


340,945



286,559Noncontrolling interest


4,472



Total stockholders equity


345,417



286,559Total liabilities and stockholders equity

$
438,262


$
358,478    F-2




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONS
    For the Years Ended December 31, 2009, 2008 and 2007
    (Amounts in thousands, except per share amounts)
  2009


2008


2007Net sales of zinc material and other goods

$
183,949


$
396,810


$
500,362EAF dust service fees


32,581



49,111



45,217Net sales


216,530



445,921



545,579Cost of sales of zinc material and other goods (excluding
    depreciation)


210,642



339,726



366,973Cost of EAF dust services


15,529



13,522



6,386Cost of sales (excluding depreciation)


226,171



353,248



373,359Depreciation


15,982



12,797



10,150Selling, general and administrative expenses


17,080



18,184



15,688Total costs and expenses


259,233



384,229



399,197Income (loss) from operations


(42,703
)


61,692



146,382Other income (expense)Interest expense


(2,340
)


(1,474
)


(7,589
)Interest and other income


883



1,871



3,037(1,457
)


397



(4,552
)Income (loss) before income taxes


(44,160
)


62,089



141,830Income tax provision (benefit)


(16,689
)


22,647



51,147NET INCOME(LOSS)

$
(27,471
)

$
39,442


$
90,683Earnings (loss) per common share:Basic

$
(0.73
)

$
1.12


$
3.13Diluted

$
(0.73
)

$
1.12


$
2.85Weighted average shares outstanding:Basic


37,604



35,089



28,985Diluted


37,604



35,287



31,848    F-3




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
    For the Years Ended December 31, 2009, 2008 and 2007
    (Amounts in thousands)
  RetainedAdditional


EarningsCommon Stock


Paid-In


(Accumulated


NoncontrollingShares


Amount


Capital


Deficit)


Interest


TotalBalance at January 1, 2007


22,026



220



23,433



26,341







49,994Equity offering


18,554



186



249,287











249,473Stock warrant redemption


5,938



59















59Stock option exercise


394



4



715











719Common stock repurchase


(12,151
)


(121
)


(152,437
)










(152,558
)Restricted stock grant


14







123











123Stock compensation expense










1,300











1,300Excess tax benefit of stock option exercise










2,261











2,261Net income














90,683







90,683Balance at December 31, 2007


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


$
345,417    F-4




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Years Ended December 31, 2009, 2008 and 2007
    (Amounts in thousands)
  2009


2008


2007Cash Flows from Operating Activities:Net income (loss)

$
(27,471
)

$
39,442


$
90,683Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


16,981



13,463



12,656Deferred income tax provision (benefit)


9,486



770



(4,865
)Accretion on ESOI liabilities


366







Deferred interest payable










269Losses on write down or disposal of assets


1,153



665



Losses (gains) on derivative financial instruments


11,997



(8,746
)


5,153Lower of cost or market adjustment to inventories






8,994



Non-cash compensation expense


2,153



1,739



1,423Changes in operating assets and liabilities:(Increase) decrease in accounts receivable


(1,152
)


21,027



19,962Decrease (increase) in inventories


13,760



13,715



(12,330
)(Increase) decrease in prepaid expenses and other current assets


(24,827
)


8,180



(9,181
)(Increase) decrease in other assets


(49
)


83



(84
)(Decrease) in accounts payable


(5,135
)


(2,173
)


(1,317
)(Decrease) increase in accrued expenses


(3,807
)


(833
)


5,539(Decrease) in other non-current liabilities


(188
)


(2,319
)


(5,333
)Net cash (used in) provided by operating activities


(6,733
)


94,007



102,575Cash Flows from Investing Activities:Purchase of property, plant and equipment


(37,151
)


(50,671
)


(45,288
)Purchase of INMETCO, net of cash


(33,237
)






Purchase of intangibles


(3,000
)






Increase in restricted cash


(31,536
)






Net cash used in investing activities


(104,924
)


(50,671
)


(45,288
)Cash Flows from Financing Activities:Proceeds from equity offering, net of expenses


79,785







249,473Common stock repurchase










(152,558
)Proceeds from exercise of warrants and options


12



1,004



778Proceeds from noncontrolling interest equity holders


4,472







Tax effect of share based compensation award exercise and vesting


(93
)


2,320



Net (payments on) proceeds from revolving credit facility










(14,398
)Proceeds from issuance of notes payable


255







Payments on notes payable and long-term debt


(62
)


(61
)


(65,371
)Net cash provided by financing activities


84,369



3,263



17,924Net (decrease) increase in cash and cash equivalents


(27,288
)


46,599



75,211Cash and cash equivalents at beginning of year


122,768



76,169



958Cash and cash equivalents at end of year

$
95,480


$
122,768


$
76,169    F-5




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESNOTES TO CONSOLIDATED FINANCIAL STATEMENTS
    December 31, 2009 and 2008
    and for the Years Ended December 31, 2009, 2008 and 2007
    (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
      2009


2008


2007Zinc material goods

$
176,628


$
380,685


$
480,993Service fee revenue


32,581



49,111



45,217Other


7,321



16,125



19,369$
216,530


$
445,921


$
545,579  F-6




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Shipping
    and Handling Fees and Costs
    Cash
    and Cash Equivalents
    Accounts
    Receivable
    Inventories
  lower-of-cost-or-market Work-in-process
    Property,
    Plant and Equipment
    Buildings, land and building improvements

3 - 40 yearsMachinery and equipment

3 - 30 years  F-7




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Environmental
    Obligations
    Insurance
    Claim Liabilities
    Asset
    Retirement Obligations
    Income
    Taxes
    Stock-Based
    Compensation
    Financial
    Instruments
       F-8




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Supplemental
    Disclosure of Cash Flow Information
    Recently
    Issued Accounting Standards
           F-9




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE C 
    EQUITY
    OFFERINGS AND STOCK REPURCHASE    Form S-1
    Form S-3
  NOTE D 
    ACQUISITION
    OF BUSINESSES   F-10




---



##### Table of Contents



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

$
10,915Non-compete agreement


789Total assets purchased

$
11,704Purchase price

$
11,704         Cash

$
763Accounts receivable


9,164Inventories


6,794Prepaid expenses and other current assets


489Deferred income tax asset


672Property, plant and equipment


34,469Intangible assets


2,400Other assets


54Total identifiable assets purchased


54,805Accounts payable


3,446Accrued expenses and other current liabilities


650Deferred income tax liability


10,380Other long-term liabilities


1,527Total liabilities assumed


16,003Net assets purchased


38,802Purchase price

$
38,802   NOTE E 
    NEW
    MARKETS TAX CREDIT PROGRAM FINANCING   F-11




---



##### 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    2009


2008Cash in bank

$
10,358


$
82,789Government money market funds


35,000



Money market demand account


30,075



Certificates of deposit


20,047



Commercial paper






39,979$
95,480


$
122,768    F-12




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE H 
    INVENTORIES    2009


2008Raw materials

$
10,413


$
15,885Work-in-process


1,471



4,394Finished goods


13,939



13,969Supplies and spare parts


14,085



12,961$
39,908


$
47,209     NOTE I 
    PREPAID
    EXPENSES AND OTHER CURRENT ASSETS    2009


2008Refundable income taxes

$
20,786


$
Prepaid hedge contracts


1,914



12,601Other


2,495



3,241$
25,195


$
15,842  F-13




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE J 
    PROPERTY,
    PLANT AND EQUIPMENT    2009


2008Land and land improvements

$
11,110


$
8,494Buildings and building improvements


27,734



23,228Machinery and equipment


169,296



113,444Construction in progress


41,906



34,878250,046



180,044Less accumulated depreciation


(58,739
)


(43,903
)$
191,307


$
136,141   NOTE K 
    INTANGIBLE
    ASSETS    2009Customer contracts

$
10,915Customer relationships


1,400Non-compete agreement


789Trademark


600Technology


40014,104Less accumulated amortization


(346
)$
13,758     NOTE L 
    RESTRICTED
    CASH    2009Letters of credit

$
21,602ESOI deferred purchase price obligation


4,000NMTC


5,934$
31,536    F-14




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE M 
    DEFERRED
    FINANCING COSTS      NOTE N 
    NOTES PAYABLE
    AND LONG-TERM DEBT    2009


2008Loan payable

$
255


$
Note payable to Beaver County Corporation for Economic
    Development


58



120313



120Less portion currently payable


(58
)


(62
)$
255


$
58       sub-line
       F-15




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Years Ending December 31,2010

$
582016


255$
313  F-16




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE O 
    ACCRUED
    EXPENSES    2009


2008Employee related costs

$
6,722


$
9,915EAF dust processing reserve


3,564



1,334Accrued INMETCO purchase price (see Note D)


4,802



Insurance claim liabilities (see Note Q)


2,400



2,800Accrued hedge contracts


20



3,987Other


6,903



6,895$
24,411


$
24,931   NOTE P 
    INCOME
    TAXES    2009


2008


2007Current provision (benefit):Federal

$
(25,189
)

$
18,994


$
48,076State and local


(986
)


2,883



7,936(26,175
)


21,877



56,012Deferred provision (benefit):Federal


10,584



892



(4,180
)State and local


(1,098
)


(122
)


(685
)9,486



770



(4,865
)Income tax provision (benefit)

$
(16,689
)

$
22,647


$
51,147     2009


2008


2007Income taxes at statutory rate

$
(15,456
)

$
21,731


$
49,683State and local income taxes, net of federal tax benefit


(1,354
)


1,794



4,713Domestic production activity deduction


571



(1,002
)


(3,078
)Other


(450
)


124



(171
)Income tax provision (benefit)

$
(16,689
)

$
22,647


$
51,147  F-17




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008Deferred tax assets:Accrued fringe benefits

$
564


$
1,435LCM Reserve






3,440Prepaid hedge contracts


1,240



711Stock compensation


1,878



1,211State net operating loss carryforward


1,293



Inventory Unicap


1,241



Accrued workers compensation


1,038



792Other


4,192



3,88711,446



11,476Deferred tax liabilities:Property, plant and equipment


(21,122
)


(7,877
)INMETCO purchase price adjustment


(5,001
)


Other


(918
)


(27,041
)


(7,877
)Net deferred tax asset (liability)

$
(15,595
)

$
3,599     2009


2008Current deferred tax asset

$
672


$
4,925Current deferred tax (liability)


(497
)


Net current deferred tax asset


175



4,925Non-current deferred tax (liability)


(15,770
)


(1,326
)Net deferred tax asset (liability)

$
(15,595
)

$
3,599        F-18




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##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   NOTE Q 
    OTHER
    LONG-TERM LIABILITIES    2009


2008Environmental obligations

$
2,013


$
2,047Insurance claim liabilities


7,747



6,964Asset retirement obligations


2,678



1,246Deferred purchase price obligation


5,869



Other


558



$
18,865


$
10,257   Environmental
    obligations
      Insurance
    claim liabilities
    Asset
    retirement obligations
     F-19




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Deferred
    asset purchase price obligations
    NOTE R 
    EMPLOYEE
    BENEFIT PLANS        NOTE S 
    STOCK-BASED
    COMPENSATION   F-20




---



##### 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


$
1.01             Eligibility
  Stock Options
      Stock Appreciation Rights
 F-21




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    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-22




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##### 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


$
13.00         NOTE T 
    ACCOUNTING
    FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES    fixed-to-variable
  variable-to-fixed
 F-23




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              For the Year Ended December 31,2009


2008


2007Gains (losses) included in net sales:Put options

$
(11,385
)

$
68,772


$
(3,418
)Swaps


3,194



50



(3,033
)(8,191
)


68,822



(6,451
)Gains (losses) included in cost of sales:Swaps


(20
)






$
(8,211
)

$
68,822


$
(6,451
)       December 31,Description

2009


2008Put options and swaps included in Prepaid expenses and other
    assets

$
1,914


$
12,601Swaps included in Accrued expenses

$
20


$
3,987  F-24




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE U 
    CONTINGENCIES        NOTE V 
    EARNINGS
    PER SHARE   F-25




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009


2008


2007Basic earnings (loss) per share:Net income (loss)

$
(27,471
)

$
39,442


$
90,683Weighted average shares outstanding  basic


37,604



35,089



28,985Basic earnings (loss) per share

$
(0.73
)

$
1.12


$
3.13Diluted earnings (loss) per share:Net income (loss)

$
(27,471
)

$
39,442


$
90,683Weighted average shares outstanding  diluted


37,604



35,287



31,848Diluted earnings (loss) per share

$
(0.73
)

$
1.12


$
2.85Reconciliation of average shares outstanding  basic
    to average shares outstanding  diluted:Weighted average shares outstanding  basic


37,604



35,089



28,985Effect of dilutive securities:Options






196



782Restricted stock units






2



Warrants










2,081Weighted average shares outstanding  diluted


37,604



35,287



31,848   Exerciseprice


2009


2008


2007Anti-dilutive shares excluded from earnings per share calculationOptions

$
13.00



1,045



1,070



1,080Options

$
1.01



151







Restricted stock units






462



57



Total






1,658



1,127



1,080   NOTE W 
    COMMITMENTS  Operating
    Leases
    Years Ending December 31,

Amounts2010

$
4,1572011


3,7092012


2,4242013


2,1072014


1,814Thereafter


1,797$
16,008  F-26




---



##### Table of Contents



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

September 30,

June 30,

March 31,2009Sales

$
68,800


$
60,310


$
47,612


$
39,808Cost of sales (excluding depreciation)


60,450



56,404



53,922



55,395Depreciation


5,026



3,743



3,653



3,560Net income (loss)


216



(3,580
)


(9,298
)


(14,809
)Earnings (loss) per common share:Basic

$
0.00


$
(0.10
)

$
(0.26
)

$
(0.42
)Diluted

$
0.00


$
(0.10
)

$
(0.26
)

$
(0.42
)2008Sales

$
91,764


$
109,186


$
130,523


$
114,448Cost of sales (excluding depreciation)


73,042



87,276



100,160



92,770Depreciation


3,952



3,018



2,946



2,881Net income


6,310



9,395



13,867



9,870Earnings per common share:Basic

$
0.18


$
0.27


$
0.40


$
0.28Diluted

$
0.18


$
0.27


$
0.39


$
0.28   NOTE Y 
    SEGMENT
    INFORMATION      HorseheadCorporation


INMETCO


Other


TotalProperty, plant and equipment, net

$
156,838


$
34,459


$



$
191,297Total assets

$
224,130


$
54,805


$
159,327


$
438,262  F-27




---



##### 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 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
.7

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
.8

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
.9

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
.10

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)10
.11

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
.12

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
.13

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) E-1




---



##### Table of Contents



ExhibitNumber

Description of Document10
.14

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
.15

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
.16

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
.17

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
.18

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
.19

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
.20

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
.21

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
.22

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
.23

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
.24

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
.25

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
.26

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
.27

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)10
.28

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
.29

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) E-2




---



##### Table of Contents



ExhibitNumber

Description of Document10
.30

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
.31

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
.32

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