##### 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, 2008ORo

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

(724) 774-1020Pittsburgh, Pennsylvania 15205

(Registrants Telephone
    Number,(Address of Principal Executive
    Offices,
    including Zip Code)

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
  Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer þ

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

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




---



##### Table of Contents





TABLE OF
    CONTENTS
  Part I


1Item 1.


Business


1Item 1A.


Risk Factors


13Item 1B.


Unresolved Staff Comments


20Item 2.


Properties


20Item 3.


Legal Proceedings


20Item 4.


Submission of Matters to a Vote of Security
    Holders


21Part II


21Item 5.


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


21Item 6.


Selected Financial Data


23Item 7.


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


24Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


37Item 8.


Consolidated Financial Statements and
    Supplementary Data


39Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


39Item 9A.


Controls and Procedures


39Item 9B.


Other Information


41Part III


41Item 10.


Directors, Executive Officers and Corporate
    Governance


41Item 11.


Executive Compensation


41Item 12.


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


41Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


41Item 14.


Principal Accountant Fees and Services


41Part IV


42Item 15.


Exhibits and Financial Statement Schedules


42EXHIBIT INDEX


E-1   i




---



##### Table of Contents



Form 10-K
 ii




---



##### 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
    Low-Cost
    Feedstock Sources




---



##### Table of Contents



Proven,
    Proprietary Technology with Flexible Processes
    Strong,
    Experienced Management Team
    Business
    Strategy
  Continue
    to Focus on Production Efficiencies and Operating Cost
    Reductions
    Expand
    EAF Dust Recycling Capacity
   2




---



##### Table of Contents



Expand
    Production Capacity for Existing Zinc Products
    Continue
    to Reduce Exposure to Commodity Price Fluctuations
    Pursue
    New Markets, Applications and Acquisition
    Opportunities
    Our
    History
   3




---



##### Table of Contents



Operations
    
  Recycling
     4




---



##### Table of Contents



state-of-the-art
    Production
  tons-per-year
    24-hours-per-day, 365-days-per-year
       5




---



##### Table of Contents



Products
    and Services
    Zinc
    Metal
  55-pound
  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. 6




---



##### Table of Contents




    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.  EAF
    Dust Recycling
      CZO
    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; 7




---



##### Table of Contents




    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.    Customers
          Raw
    Material
    Power
    Plant and Fuels
  on-site
 8




---



##### Table of Contents



Intellectual
    Property
    Competition
          Governmental
    Regulation and Environmental Issues
   9




---



##### Table of Contents



on-site
         10




---



##### Table of Contents



Employees
    UnionSalaried


Hourly


ContractLocation

Personnel


Personnel


ExpirationMonaca


127



530



10/31/11
*Pittsburgh


18







N/ABartlesville


4



31



11/16/09Beaumont


1



11



09/30/09Calumet


14



49



08/02/11Palmerton


27



135



04/26/11Palmerton (Chestnut Ridge Railroad)






4



12/15/11Rockwood


14



45



07/01/11Total


205



805     *
    
    24 employees are covered by a separate union contract that
    expires on March 15, 2011.    Executive
    Officers of the Registrant
    Name

Age

PositionJames M. Hensler


53


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


48


Vice President and Chief Financial OfficerRobert Elwell


55


Vice President  OperationsJames A. Totera


52


Vice President  Sales and MarketingThomas E. Janeck


64


Vice President  Environment, Health and SafetyAli Alavi


47


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


59


Vice President  Human Resources   James M. Hensler
  Robert D. Scherich
 11




---



##### Table of Contents



Robert Elwell
  James A. Totera
  Thomas E. Janeck
  Ali Alavi
  Daryl K. Fox
  Available
    Information
  http://www.sec.gov. 1-800-SEC-0330
  Form 10-K, Form 10-Q, Form 8-K,
 12




---



##### Table of Contents



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 metal 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.
    Current
    or future credit and financial market conditions could
    materially and adversely affect our business and results of
    operations in several ways.
       13




---



##### Table of Contents



Changes
    in the prices of zinc metal and zinc-related products 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.  and/or
  Some
    of our products and services are vulnerable to long-term
    declines in demand due to competing technologies or materials,
    which would significantly reduce our sales.
       14




---



##### Table of Contents



We may
    be unable to compete effectively against manufacturers of zinc
    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
    If we
    fail to implement our business strategy, our financial condition
    and results of operations could be materially and adversely
    affected.
      Work
    stoppages and other labor matters could interrupt our production
    or increase our costs, either of which would negatively impact
    our operating results.
   15




---



##### Table of Contents



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.
   16




---



##### Table of Contents



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.
    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.
   17




---



##### Table of Contents




    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
    and the smelting of recycled zinc, and 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 declined
    substantially in recent months and may continue to be highly
    volatile and subject to wide fluctuations.
   18




---



##### Table of Contents




    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, and are restricted in our
    ability to pay, any 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.
     19




---



##### Table of Contents



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    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)Total EAF Recycling Capacity








618,000Total Smelting Capacity








175,000     *
    
    Lead concentrate processed**
    
    EAF dust recycling and processing capacity(1)
    
    Facility is owned, property is leased; lease expires July 2011.(2)
    
    CZO, with approximately 55% 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% 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 one kiln with an annual capacity of 80,000 tons
    beginning in December 2008.    ITEM 3.
    LEGAL
    PROCEEDINGS     20




---



##### Table of Contents



follow-up;
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS    PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
    Quarter

High


Low200810/01/08  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



11.20200710/01/07  12/31/07


25.50



14.9708/10/07  09/30/07


26.14



17.50   1-800-622-6757.
  Unregistered
    Sales of Equity Securities
    Dividends
      Securities
    Authorized for Issuance under Equity Compensation
    Plans
   21




---



##### Table of Contents



Performance
    Graph
     COMPARISON OF 16 MONTH CUMULATIVE TOTAL RETURN*
  
     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




106




116




119




100




100




89




96




99




108




113




107




92




89




65




32




25




25   Use of
    Proceeds from Registered Securities
    Issuer
    Purchases of Equity Securities
   22




---



##### Table of Contents



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K. Form 10-K.
  Form 10-K.
  Year Ended December 31,2008


2007


2006


2005


2004(In thousands, except for LME price data)Statement of income (loss) data:Net sales

$
445,921


$
545,579


$
496,413


$
273,807


$
215,993Cost of sales (excluding depreciation)


353,248



373,359



360,181



243,358



199,453Depreciation


12,797



10,150



8,536



7,179



6,269Selling, general and administrative expenses


18,184



15,688



31,294



9,630



9,689Total costs and expenses


384,229



399,197



400,011



260,167



215,411Income (loss) from operations


61,692



146,382



96,402



13,640



582Interest expense


(1,474
)


(7,589
)


(9,555
)


(9,134
)


(4,399
)Interest and other income


1,871



3,037



327



665



526Income (loss) before income taxes


62,089



141,830



87,174



5,171



(3,291
)Income tax provision (benefit)


22,647



51,147



32,717



2,024



(1,311
)Net income (loss)

$
39,442


$
90,683


$
54,457


$
3,147


$
(1,980
)Net income (loss) per share:Basic

$
1.12


$
3.13


$
2.70


$
0.16


$
(0.10
)Diluted

$
1.12


$
2.85


$
2.01


$
0.12


$
(0.10
)Balance sheet data (at end of period):Cash and cash equivalents

$
122,768


$
76,169


$
958


$
553


$
2,322Working capital


160,912



150,018



58,863



3,746



2,063Property, plant and equipment, net


136,141



98,932



63,794



58,081



55,137Total assets


358,478



314,804



205,706



132,623



108,287Total long-term debt, less current maturities


58



121



58,225



44,741



42,360Stockholders equity (deficiency)


286,559



242,054



49,994



3,791



(5
)Cash flow statement data:Operating cash flow

$
94,007


$
102,575


$
15,627


$
854


$
(8,045
)Investing cash flow


(50,671
)


(45,288
)


(14,249
)


(6,000
)


(1,604
)Financing cash flow


3,263



17,924



(973
)


3,377



2,059Other data:Tons of zinc product shipped


154



153



158



165



155Average LME zinc price(1)

$
0.85


$
1.47


$
1.48


$
0.63


$
0.48Capital expenditures


50,671



45,288



14,249



9,123



3,481Depreciation and amortization


13,463



12,656



9,504



8,380



6,478     (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. 23




---



##### Table of Contents



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 Historical
    Consolidated Financial and Other Information, 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
      Economic
    Conditions and Outlook
    Factors
    Affecting Our Operating Results
  Market Price for Zinc.
   24




---



##### Table of Contents



Demand for Zinc-Based Products.
      Volumes


Revenue/Ton2008


2007


2006


2008


2007


2006(Tons, in thousands)


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


154



153



158


$
1,932


$
3,104


$
2,750EAF Dust


507



458



504


$
97


$
99


$
101   Cost of Sales (excluding depreciation).
 25




---



##### Table of Contents



Selling, General and Administrative
    Expenses.
  Trends
    Affecting Our Business
    
    LME price of zinc;
    changes in cost of energy and fuels;
    gain and loss of customers;
    pricing pressures from competitors, including new entrants into
    the EAF dust recycling market;
    decline in use of zinc products;
    expansion into new products and expansion of our capacity, each
    of 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.       26




---



##### Table of Contents



and/or
  Summary
    of Critical Accounting Policies and Estimates
  Form 10-K
  Inventories
  Work-in-process
   27




---



##### Table of Contents



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.  Accounting for Derivative Instruments
    and Hedging Activities
      Impairment
    Recently
    Issued Accounting Pronouncements
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
 28




---



##### Table of Contents



Results
    of Operations
    Year Ended December 31,2008


2007


2006Net sales


100.0
%


100.0
%


100.0
%Cost of sales (excluding depreciation)


79.2



68.4



72.6Depreciation


2.9



1.9



1.7Selling, general and administrative expenses


4.1



2.9



6.3Income from operations


13.8



26.8



19.4Interest expense


0.3



1.4



1.9Other income


0.4



0.6



.1Income before income taxes


13.9



26.0



17.6Income tax provision


5.1



9.4



6.6Net income


8.8
%


16.6
%


11.0
%Net income per shareBasic

$
1.12


$
3.13


$
2.70Diluted

$
1.12


$
2.85


$
2.01     Put Options2008


2009


Swaps


TotalFair value June 30, 2007

$



$



$
(784
)

$
(784
)Purchases














Settlements of closed positions










545



545Gain (loss) on settlements of closed positions










(772
)


(772
)Mark to market adjustment on open positions










(1,924
)


(1,924
)Fair value September 30, 2007










(2,935
)


(2,935
)Purchases


13,290











13,290Settlements of closed positions










1,192



1,192Gain (loss) on settlements of closed positions










(306
)


(306
)Mark to market adjustment on open positions


(3,419
)






1,292



(2,127
)Fair 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
)


2,103 29




---



##### Table of Contents



Put Options2008


2009


Swaps


TotalFair 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
)Fair value December 31, 2008

$



$
6,846


$
1,768


$
8,614     2007

2008Average LME zinc

Fiscal Quarter Ended

Fiscal Quarter Endedprice

March 31

June 30

September 30

December 31

March 31

June 30

September 30

December 31Quarter

$
1.57


$
1.66


$
1.46


$
1.19


$
1.10


$
0.96


$
0.80


$
0.54Year-to-date

$
1.57


$
1.61


$
1.56


$
1.47


$
1.10


$
1.03


$
0.95


$
0.85   Year
    Ended December 31, 2008 Compared with Year Ended
    December 31, 2007
  Net sales.
   30




---



##### Table of Contents



Cost of sales (excluding depreciation).
   31




---



##### Table of Contents



start-up
    Depreciation.
  Selling, general and administrative
    expenses.
  Interest expense.
    Income tax provision.
  Net income.
  Year
    Ended December 31, 2007 Compared with Year Ended
    December 31, 2006
  Net sales.
   32




---



##### Table of Contents



Cost of sales (excluding depreciation).
      Depreciation.
 33




---



##### Table of Contents



Selling, general and administrative
    expenses.
  Interest expense.
    Income tax provision.
  Net income.
  Liquidity
    and Capital Resources
    Year
    Ended December 31, 2008
     34




---



##### Table of Contents



Cash
    Flows from Operating Activities
          Cash
    Flows from Investing Activities
   35




---



##### Table of Contents



Cash
    Flows from Financing Activities
    Year
    Ended December 31, 2007
  Cash
    Flows from Operating Activities
      Cash
    Flows from Investing Activities
    Cash
    Flows from Financing Activities
     36




---



##### Table of Contents



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)

$
0.1


$
0.1


$



$



$
Purchase obligations


37.6



18.6



19.0







Operating lease obligations


12.5



3.4



5.4



2.3



1.4Executive compensation


4.0



1.3



1.3



1.4



Total

$
54.2


$
23.4


$
25.7


$
3.7


$
1.4   Off-Balance
    Sheet Arrangements
    Inflation
    Seasonality
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   37




---



##### Table of Contents



Interest
    Rate Risk
    Commodity
    Price Risk
         38




---



##### 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
   39




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Fram
        Internal Control 
    Integrated Framework
    
    40




---



##### 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   41




---



##### 



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, 2008 and 2007


F-2Consolidated Statements of Income for the years
    ended December 31, 2008, 2007 and 2006


F-3Consolidated Statements of Stockholders
    Equity for the years ended December 31, 2008, 2007 and
    2006


F-4Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


F-5Notes to Consolidated Financial Statements


F-6(a)(2) Financial Statement ScheduleSchedule I:Condensed
    Financial Information of Registrant


F-23    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.
 42




---



##### 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  43




---



##### 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, 2008 and 2007
    (Amounts in thousands, except per share amounts)
  2008


2007ASSETSCurrent assetsCash and cash equivalents

$
122,768


$
76,169Accounts receivable, net of allowance of $750 and $459,
    respectively


30,446



51,473Inventories


47,209



69,918Prepaid expenses and other current assets


15,842



12,047Deferred income taxes


4,925



464Total current assets


221,190



210,071Property, plant and equipment, net


136,141



98,932Other assetsDeferred financing costs, net of accumulated amortization of
    $1,200 and $534 respectively


999



1,665Deferred income taxes






3,905Deposits and other


148



231Total other assets


1,147



5,801Total assets

$
358,478


$
314,804LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesRevolver

$



$
Current maturities of long-term debt


62



60Accounts payable


35,285



37,458Accrued expenses


24,931



22,535Total current liabilities


60,278



60,053Long-term debt, less current maturities


58



121Other long-term liabilities


10,257



12,576Deferred income taxes


1,326



Commitments and contingenciesStockholders equityCommon stock, par value $.01 per share; 100,000 shares with
    voting rights authorized; 35,253 and 34,775 shares issued
    and outstanding in 2008 and 2007, respectively


352



348Preferred stock, par value $.01 per share; 10,000 shares
    authorized; no shares issued or outstanding






Additional paid-in capital


129,741



124,682Retained earnings


156,466



117,024Total stockholders equity


286,559



242,054Total liabilities and stockholders equity

$
358,478


$
314,804    F-2




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME
    For the Years Ended December 31, 2008, 2007 and 2006
    (Amounts in thousands, except per share amounts)
  2008


2007


2006Net sales of zinc material and other goods

$
396,810


$
500,362


$
445,733EAF dust service fees


49,111



45,217



50,680Net sales


445,921



545,579



496,413Cost of sales of zinc material and other goods (excluding
    depreciation)


339,726



366,973



352,360Cost of EAF dust services


13,522



6,386



7,821Cost of sales (excluding depreciation)


353,248



373,359



360,181Depreciation


12,797



10,150



8,536Selling, general and administrative expenses


18,184



15,688



31,294Total costs and expenses


384,229



399,197



400,011Income from operations


61,692



146,382



96,402Other income (expense)Interest expense


(1,474
)


(7,589
)


(9,555
)Interest and other income


1,871



3,037



327397



(4,552
)


(9,228
)Income before income taxes


62,089



141,830



87,174Income tax provision


22,647



51,147



32,717NET INCOME

$
39,442


$
90,683


$
54,457Earnings per common share:Basic

$
1.12


$
3.13


$
2.70Diluted

$
1.12


$
2.85


$
2.01Weighted average shares outstanding:Basic


35,089



28,985



20,138Diluted


35,287



31,848



27,138    F-3




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF STOCKHOLDERS
    EQUITY
    For the Years Ended December 31, 2008, 2007 and 2006
    (Amounts in thousands)
  RetainedAdditional


EarningsCommon Stock


Paid-In


(AccumulatedShares


Amount


Capital


Deficit)


TotalBalance at January 1, 2006


19,963


$
199


$
2,707


$
885


$
3,791Dividends paid














(29,001
)


(29,001
)Equity offering


15,813



158



188,005







188,163Common stock repurchase


(13,750
)


(137
)


(166,100
)






(166,237
)Stock compensation expense










422







422Repurchase and cancellation of stock options net of tax benefit
    of $1,054










(1,601
)






(1,601
)Net income














54,457



54,457Balance at December 31, 2006


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







1,300Tax liability reduction relating to 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


$
286,559    F-4




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
    For the Years Ended December 31, 2008, 2007 and 2006
    (Amounts in thousands)
  2008


2007


2006Cash Flows from Operating Activities:Net income

$
39,442


$
90,683


$
54,457Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


13,463



12,656



9,504Deferred income tax (benefit) provision


770



(4,865
)


736Deferred interest payable






269



333Losses on disposal of assets


665







(Gains) Losses on derivative financial instruments


(8,746
)


5,153



13,155Lower of cost or market adjustment to inventories


8,994







Non-cash compensation expense


1,739



1,423



422Changes in operating assets and liabilities:Decrease (increase) in accounts receivable


21,027



19,962



(36,409
)Decrease (increase) in inventories


13,715



(12,330
)


(34,316
)Decrease (increase) in prepaid expenses and other current assets


8,180



(9,181
)


(8,743
)Decrease (increase) in other assets


83



(84
)


1,456(Decrease) increase in accounts payable


(2,173
)


(1,317
)


16,869(Decrease) increase in accrued expenses


(833
)


5,539



(1,416
)(Decrease) in other non-current liabilities


(2,319
)


(5,333
)


(421
)Net cash provided by operating activities


94,007



102,575



15,627Cash Flows from Investing Activities:Purchase of property, plant and equipment


(50,671
)


(45,288
)


(14,249
)Net cash used in investing activities


(50,671
)


(45,288
)


(14,249
)Cash Flows from Financing Activities:Dividends paid










(29,001
)Proceeds from equity offering, net of expenses






249,473



188,163Common stock repurchase






(152,558
)


(166,237
)Proceeds from exercise of warrants and options


1,004



778



Repurchase and cancellation of stock options










(2,655
)Tax benefit of share based compensation


2,320







Net (payments on) proceeds from revolving credit facility






(14,398
)


(2,199
)Proceeds from issuance of notes payable










49,000Payments on notes payable and long-term debt


(61
)


(65,371
)


(36,133
)Deferred financing costs










(1,911
)Net cash provided by (used in) financing activities


3,263



17,924



(973
)Net increase in cash and cash equivalents


46,599



75,211



405Cash and cash equivalents at beginning of year


76,169



958



553Cash and cash equivalents at end of year

$
122,768


$
76,169


$
958    F-5




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2008 and 2007
 and for the Years Ended December 31, 2008,  2007 and
    2006
 (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)
    2008


2007


2006Zinc material goods

$
380,685


$
480,993


$
432,344Service fee revenue


49,111



45,217



50,680Other


16,125



19,369



13,389$
445,921


$
545,579


$
496,413     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)
  Prepaid
    Expenses and Other Current Assets
    Property,
    Plant and Equipment
    Buildings, land and building improvements

3 - 25 yearsMachinery and equipment

3 - 30 years   Accounting for the Impairment or
    Disposal of Long-Lived Assets Fair Value Measurements
    Environmental
    Obligations
    Insurance
    Claim Liabilities
    Asset
    Retirement Obligations
  Accounting for
    Asset Retirement Obligations Accounting for
    Conditional Asset Retirement Obligations  an
    Interpretation of FASB Statement No. 143
  Income
    Taxes
  Accounting for Income Taxes Accounting for Uncertainty
    in Income Taxes  an Interpretation of FASB Statement
    No. 109
 F-8




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock-Based
    Compensation
  Accounting
    for Stock-Based Compensation,
  Financial
    Instruments
      Accounting for Derivative
    Instruments and Hedging Activities
      Supplemental
    Disclosure of Cash Flow Information
    Recently
    Issues Accounting Standards
  Disclosures about Derivative Instruments and Hedging
    Activities  an amendment of FASB Statement
    No. 133
 F-9




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE C 
    EQUITY
    OFFERING AND STOCK REPURCHASE  Form S-1
    
    The management services agreement with an affiliated company was
    terminated and a $4,500 termination payment was made (See
    Note M).
    Stock options representing 20% of the options outstanding under
    the companys 2004 stock option plan were cancelled and
    payments totaling $2,657 were made to the option holders (see
    Note N).
    Bonus payments totaling $2,530 were made to certain officers of
    the company.    Form S-1 No. 333-142113)
  No. 333-144295)
 F-10




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE D 
    CASH AND
    CASH EQUIVALENTS    2008


2007Cash in bank

$
82,789


$
76,169Commercial paper


39,979



$
122,768


$
76,169     NOTE E 
    INVENTORIES    2008


2007Raw materials

$
15,885


$
28,095Work-in-process


4,394



1,258Finished goods


13,969



30,866Supplies and spare parts


12,961



9,699$
47,209


$
69,918     NOTE F 
    PROPERTY,
    PLANT AND EQUIPMENT    2008


2007Land and land improvements

$
8,494


$
7,598Buildings and building improvements


23,228



21,357Machinery and equipment


113,444



62,326Construction in progress


34,878



39,905180,044



131,186Less accumulated depreciation


(43,903
)


(32,254
)$
136,141


$
98,932  F-11




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE G 
    DEFERRED
    FINANCING COSTS      NOTE H 
    NOTES PAYABLE
    AND LONG-TERM DEBT    2008


2007Note payable to Beaver County Corporation for Economic
    Development

$
120


$
181120



181Less portion currently payable


(62
)


(60
)$
58


$
121   sub-line
       F-12




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            Years Ending December 31,2009

$
622010


58$
120   NOTE I 
    ACCRUED
    EXPENSES    2008


2007Employee related costs

$
9,915


$
8,900Accrued hedge contracts


3,986



757Insurance claim liabilities (see Note K)


2,800



2,800Other


8,230



10,078$
24,931


$
22,535   NOTE J 
    INCOME
    TAXES    2008


2007


2006Current provision:Federal

$
18,994


$
48,076


$
27,699State and local


2,883



7,936



4,28221,877



56,012



31,981Deferred provision (benefit):Federal


892



(4,180
)


732State and local


(122
)


( 685
)


4770



(4,865
)


736$
22,647


$
51,147


$
32,717  F-13




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007


2006Income taxes at statutory rate

$
21,731


$
49,683


$
30,511State and local income taxes, net of federal tax benefit


1,794



4,713



2,787Domestic production activity deduction


(1,002
)


(3,078
)


(628
)Other


124



(171
)


47Income tax provision

$
22,647


$
51,147


$
32,717     2008


2007Deferred tax assets:Accrued fringe benefits

$
1,435


$
1,275LCM Reserve


3,440



Prepaid hedge contracts


711



1,689Stock compensation


1,211



697Accrued signing bonus






1,198Other


4,679



3,06811,476



7,927Deferred tax liabilities:Property, plant and equipment


(7,877
)


(3,271
)Other






(287
)(7,877
)


(3,558
)Net deferred tax asset

$
3,599


$
4,369     2008


2007Current deferred tax asset

$
4,925


$
464Non-current deferred tax asset






3,905Non-current deferred tax (liability)


(1,326
)


Net deferred tax asset

$
3,599


$
4,369      F-14




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE K 
    OTHER
    LONG-TERM LIABILITIES    2008


2007Environmental obligations

$
2,047


$
2,271Insurance claim liabilities


6,964



7,778Asset retirement obligations


1,246



1,151Employee related costs






1,376$
10,257


$
12,576   Environmental
    obligations
      Insurance
    claim liabilities
    Asset
    retirement obligations
     F-15




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Employee
    related costs
    NOTE L 
    EMPLOYEE
    BENEFIT PLANS        NOTE M 
    RELATED
    PARTY TRANSACTIONS         F-16




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE N 
    STOCK
    OPTIONS        Range of


WeightedNumber of


Exercise


AverageShares


Price


Exercise PriceOptions outstanding at January 1, 2006


1,173


$
1.01-$2.36


$
1.25Granted in 2006


120


$
7.39


$
7.39Cancelled in 2006


258


$
1.01-$7.39


$
1.82Options outstanding at December 31, 2006


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


$
1.01          F-17




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Eligibility
  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
 F-18




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Amendment and Termination of the Equity Incentive
    Plan
        Range of


WeightedNumber of


Exercise


AverageShares


Price


Exercise 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


$
13.00         NOTE O 
    ACCOUNTING
    FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES     F-19




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  fixed-to-variable
  variable-to-fixed
              December 31,Description

2008

2007Put options and swaps included in Prepaid expenses and other
    assets

$
12,601


$
9,871Swaps included in Accrued expenses

$
3,987


$
757    F-20




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE P 
    CONTINGENCIES        NOTE Q 
    EARNINGS
    PER SHARE      2008


2007


2006Basic earnings per share:Income available to common stockholders

$
39,442


$
90,683


$
54,457Weighted average shares outstanding  basic


35,089



28,985



20,138Basic earnings per share

$
1.12


$
3.13


$
2.70Diluted earnings per share:Income available to common stockholders

$
39,442


$
90,683


$
54,457Weighted average shares outstanding  diluted


35,287



31,848



27,138Diluted earnings per share

$
1.12


$
2.85


$
2.01Reconciliation of average shares outstanding  basic
    to average shares outstanding  diluted:Weighted average shares outstanding  basic


35,089



28,985



20,138Effect of dilutive securities:Options


196



782



1,066Restricted stock units


2







Warrants






2,081



5,934Weighted average shares outstanding  diluted


35,287



31,848



27,138    F-21




---



##### Table of Contents



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

Amounts2009

$
3,4362010


2,9312011


2,4252012


1,2982013


1,040Thereafter


1,434$
12,564     Long
    Term Purchase Agreements
    NOTE S 
    SELECTED
    QUARTERLY FINANCIAL DATA (Unaudited)  Quarter EndedDecember 31,


September 30,


June 30,


March 31,2008Sales

$
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


$
0.282007Sales

$
119,160


$
133,987


$
144,610


$
147,822Cost of sales (excluding depreciation)


85,697



90,739



100,014



96,909Depreciation


2,918



2,288



2,381



2,563Net income


17,237



24,186



22,357



26,903Earnings per common share:Basic

$
0.50


$
0.75


$
0.84


$
1.22Diluted

$
0.49


$
0.73


$
0.75


$
0.93  F-22




---



##### Table of Contents



Schedule I
    : Condensed Financial Information of Registrant  HORSEHEAD
    HOLDING CORP.
    CONDENSED BALANCE SHEETS  PARENT COMPANY ONLY
    December 31, 2008 and 2007
    (Amounts in thousands)
  2008


2007ASSETSCash and cash equivalents

$
59,808


$
71,076Prepaid expenses and other current assets


1



6Investment in and advances to subsidiary


226,767



170,986Total assets

$
286,576


$
242,068LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable

$
17


$
14Stockholders equityCommon stock


352



348Additional
    paid-in-capital


129,741



124,682Retained earnings


156,466



117,024Total stockholders equity

$
286,559



242,054Total liabilities and stockholders equity

$
286,576


$
242,068   HORSEHEAD
    HOLDING CORP.
    CONDENSED STATEMENTS OF OPERATIONS  PARENT COMPANY
    ONLY
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
    (Amounts in thousands)
  2008


2007


2006Selling, general and administrative

$
683


$
296


$
Equity in income of subsidiary, net of taxes of $22,647, $51,147
    and $32,717 for 2008, 2007 and 2006, respectively


38,765



89,284



55,258Interest income


1,360



1,695



Interest expense










801Income before taxes


39,442



90,683



54,457Income tax (benefit)










NET INCOME

$
39,442


$
90,683


$
54,457    F-23




---



##### Table of Contents



HORSEHEAD
    HOLDING CORP.
    CONDENSED STATEMENTS OF CASH FLOWS  PARENT COMPANY
    ONLY
    FOR THE YEARS ENDED DECEMBER 31, 2008, 2007 AND 2006
    (Amounts in thousands)
  2008


2007


2006Cash Flows from Operating Activities:Net income

$
39,442


$
90,683


$
54,457Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Equity in (income) of subsidiary


(38,765
)


(89,284
)


(55,258
)Non-cash compensation expense


297



123



Changes in operating assets and liabilities:Decrease (increase) in prepaid expenses and other current assets


5



(6
)


Increase in accounts payable


3



14



(Decrease) in accrued expenses










(623
)Net cash provided by (used in) operating activities


982



1,530



(1,424
)Cash Flows from Investing Activities:Capital contribution and advances to subsidiary


(15,574
)


(28,147
)


(23,154
)Dividend received from subsidiary










49,023Net cash (used in) provided by investing activities


(15,574
)


(28,147
)


25,869Cash Flows from Financing Activities:Dividends paid










(29,001
)Proceeds from equity offering, net of expenses






249,473



188,163Common stock repurchase






(152,558
)


(166,237
)Proceeds from exercise of warrants and options


1,004



778



Tax benefit of share based compensation


2,320







Payments on notes payable and long-term debt










(17,370
)Net cash provided by (used in) financing activities


3,324



97,693



(24,445
)NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS


(11,268
)


71,076



Cash and cash equivalents at beginning of year


71,076







Cash and cash equivalents at end of year

$
59,808


$
71,076


$
   HORSEHEAD
    HOLDING CORP.
  NOTES TO
    CONDENSED FINANCIAL STATEMENTS OF REGISTRANT
  NOTE 1.
  NOTE 2.
  NOTE 3.
   F-24




---



##### Table of Contents



EXHIBIT INDEX ExhibitNumber

Description of Document3
.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

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
.15

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
.16

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
.17

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
.18

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
.19

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
.20

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
.21

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
.22

First Amendment to Employment Agreement, dated as of
    December 24, 2008, between Horsehead Corporation and James
    M. Hensler10
.23

First Amendment to Employment Agreement, dated as of
    December 24, 2008, between Horsehead Corporation and Robert
    D. Scherich10
.24

First Amendment to Employment Agreement, dated as of
    December 24, 2008, between Horsehead Corporation and Ali
    Alavi10
.25

Form of Performance Contingent Restricted Stock Unit Award
    Agreement issued under the Amended and Restated 2006 Long-Term
    Equity Incentive Plan10
.26

Form of Restricted Stock Unit Award Agreement issued under the
    Amended and Restated 2006 Long-Term Equity Incentive Plan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-2