##### 





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, 2007ORo

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.)300 Frankfort Road

(724) 774-1020Monaca, Pennsylvania 15061

(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 o

Non-accelerated
    filer þ
    (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




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##### 





TABLE OF
    CONTENTS
  PART I


1Item 1.


Business


1Item 1A.


Risk Factors


13Item 1B.


Unresolved Staff Comments


19Item 2.


Properties


19Item 3.


Legal Proceedings


20Item 4.


Submission of Matters to a Vote of Security Holders


21PART II


21Item 5.


Market for Common Stock, 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


25Item 7A.


Quantitative and Qualitative Disclosures about Market Risk


36Item 8.


Consolidated Financial Statements and Supplementary Data


37Item 9.


Changes in and Disagreements with Accountants on Accounting and
    Financial Disclosure


37Item 9A(T).


Controls and Procedures


37Item 9B.


Other Information


37PART III


38Item 10.


Directors, Executive Officers and Corporate Governance


38Item 11.


Executive Compensation


38Item 12.


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


38Item 13.


Certain Relationships and Related Transactions, and Director
    Independence


38Item 14.


Principal Accounting Fees and Services


38PART IV


39Item 15.


Exhibits and Financial Statement Schedules


39EXHIBIT INDEX


E-1  i




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##### 



Form 10-K
 ii




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##### 



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




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##### 



Proven,
    Proprietary Technology with Flexible Processes
    Favorable
    Market Trends
  2003-2005 ,
  Strong,
    Experienced Management Team
    Business
    Strategy
  Continue
    to Focus on Production Efficiencies and Operating Cost
    Reductions
    Expand
    EAF Dust Recycling Capacity
   2




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##### 



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




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##### 



Operations
    
  Recycling
     4




---



##### 



2003-2004
    Production
  tons-per-year
    24-hours-per-day, 365-days-per-year
 5




---



##### 



Products
    and Services
    Zinc
    Metal
   6




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##### 



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.
    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. 7




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##### 




    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.    Customers
          Raw
    Material
   8




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##### 



Power
    Plant and Fuels
  on-site
  Intellectual
    Property
    Competition
         9




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##### 



Governmental
    Regulation and Environmental Issues
      on-site
         10




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##### 



Employees
    UnionSalaried


Hourly


ContractLocation

Personnel


Personnel


ExpirationMonaca


160



548



10/31/11
*Bartlesville


9



38



11/16/09Beaumont


2



14



09/30/09Calumet


15



54



08/02/11Palmerton


28



140



04/26/11Palmerton (Chestnut Ridge Railroad)






4



12/15/11Rockwood


11



37



07/01/11Total


225



835     *
    
    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


52


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


47


Vice President and Chief Financial OfficerRobert Elwell


54


Vice President  OperationsJames A. Totera


51


Vice President  Sales and MarketingThomas E. Janeck


63


Vice President  Environment, Health and SafetyAli Alavi


46


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


58


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




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##### 



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




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##### 



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.
    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
 13




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##### 



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.
        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.
   14




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##### 



Work
    stoppages and other labor matters could interrupt our production
    or increase our costs, either of which would negatively impact
    our operating results.
    Equipment
    or power failures, delays in deliveries or catastrophic loss at
    any of our facilities could prevent us from meeting customer
    demand, reduce our sales and/or negatively impact our net
    income.
  and/or
   15




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##### 



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.
      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.
   16




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##### 



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.
    
    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.
   17




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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
    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 may be highly
    volatile and be 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; 18




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##### 




    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.
      ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS    ITEM 2.
    PROPERTIES   19




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##### 



Own/





AnnualLocation

Lease

Process

Product

Capacity(Tons)Monaca, PA

Own

Finished Product

PW Metal


93,000Zinc Oxide


84,000SSHG Metal


15,000Zinc Dust


5,900Bartlesville, OK

Own

Recycling

Lead Carbonate


28,000
*Beaumont, TX

Own(1)

Recycling

CZO(2)


28,000
**Calumet, IL

Own

Recycling

CZO


169,000
**Palmerton, PA

Own

Recycling

Calcine


130,000
(3)CZO


273,000
**Zinc Powder


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

Zinc Copper Base


3,000Rockwood, TN

Own

Recycling

CZO


148,000
**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.    ITEM 3.
    LEGAL
    PROCEEDINGS    follow-up;
 20




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##### 



ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER
    PURCHASES OF EQUITY SECURITIES  Market
    Information
  1-800-622-6757.
  Unregistered
    Sales of Equity Securities
  and/or non-U.S. persons
  Dividends
      Securities
    Authorized for Issuance under Equity Compensation
    Plans
   21




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##### 



Performance
    Graph
    COMPARISON
    OF 4 MONTH CUMULATIVE TOTAL RETURN* Among
    Horsehead Holding Corp., The Russell 2000 Index
    And A Peer Group
  
   *
    
    $100 invested on 8/10/07 in stock or index-including
    reinvestment of dividends.    8/10/07


8/07


9/07


10/07


11/07


12/07Horsehead Holding Corp.


$
100.00



$
101.45



$
120.54



$
122.58



$
89.41



$
91.24Russell 2000



100.00




100.59




102.32




105.26




97.70




97.64Peer Group



100.00




103.41




116.12




118.23




103.04




103.60   Use of
    Proceeds from Registered Securities
  No. 333-144295)
  Issuer
    Purchases of Equity Securities
   22




---



##### 



ITEM 6.
    SELECTED
    FINANCIAL DATA  Form 10-K.
   23




---



##### 



Predecessor(1)December 24,


January 1to


toYear Ended December 31,


December 31,


December 23,2007


2006


2005


2004


2003


2003(Unaudited)


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

$
545,579


$
496,413


$
273,807


$
215,993


$
5,292


$
179,270Cost of sales (excluding depreciation)


373,359



360,181



243,358



199,453



5,548



188,896Depreciation


10,150



8,536



7,179



6,269



118



14,326Asset impairment charge(3)






















54,895Selling, general and administrative expenses


15,688



31,294



9,630



9,689



99



11,818Total costs and expenses


399,197



400,011



260,167



215,411



5,765



269,935Income (loss) from operations


146,382



96,402



13,640



582



(473
)


(90,665
)Interest expense


(7,589
)


(9,555
)


(9,134
)


(4,399
)


(76
)


(4,438
)Interest and other income


3,037



327



665



526



259



6,449Income (loss) before income taxes


141,830



87,174



5,171



(3,291
)


(290
)


(88,654
)Income tax provision (benefit)


51,147



32,717



2,024



(1,311
)


(8
)


160Net income (loss)

$
90,683


$
54,457


$
3,147


$
(1,980
)

$
(282
)

$
(88,814
)Net income (loss) per share:Basic

$
3.13


$
2.70


$
0.16


$
(0.10
)Diluted

$
2.85


$
2.01


$
0.12


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

$
76,169


$
958


$
553


$
2,322


$
9,912


$
1,232Working capital


150,018



58,863



3,746



2,063



9,958



6,978Property, plant and equipment, net


98,932



63,794



58,081



55,137



56,525



52,771Total assets


314,804



205,706



132,623



108,287



108,582



97,374Total long-term debt, less current maturities


121



58,225



44,741



42,360



48,038



Stockholders equity (deficiency)


242,054



49,994



3,791



(5
)


1,648



(151,078
)Cash flow statement data:Operating cash flow

$
102,575


$
15,627


$
854


$
(8,045
)Investing cash flow


(45,288
)


(14,249
)


(6,000
)


(1,604
)Financing cash flow


17,924



(973
)


3,377



2,059Other data:Tons of zinc product shipped


153



158



165



155Average LME zinc price(2)

$
1.47


$
1.48


$
0.63


$
0.48Capital expenditures


45,288



14,249



9,123



3,481Depreciation and amortization


12,656



9,504



8,380



6,478     (1)
    
    See qualifying language on previous page regarding our
    predecessors results.(2)
    
    Average LME zinc price equals the average of each closing LME
    price for zinc on a dollars per pound basis during the measured
    period, as compiled by CRU.(3)
    
    Represents a loss to reduce the carrying value of long-lived
    assets to their estimated fair value as of December 23,
    2003. 24




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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 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
        Factors
    Affecting Our Operating Results
  Market Price for Zinc.
 25




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##### 



Demand for Zinc-Based Products.
  Volumes


U.S. Sales/Unit2007


2006


2005


2007


2006


2005(Tons, in thousands)


(In whole dollars)Product:Zinc Products


153



158



165


$
3,104


$
2,750


$
1,284EAF Dust


458



504



498


$
99


$
101


$
94   Cost of Sales (excluding depreciation).
  Selling, General and Administrative
    Expenses.
  Trends
    Affecting Our Business
    
    LME price of zinc;
    gain and loss of customers;
    pricing pressures from competitors;
    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;
    ability to operate as a public company; and
    our operational efficiency improvement programs. 26




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##### 



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




---



##### 



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.
    The revolver approximates its fair value as it bears interest at
    variable rates indexed to market rates of interest.  Accounting for Derivative Instruments
    and Hedging Activities
      Recently
    Issued Accounting Pronouncements
  Fair Value Measurements
  The
    Fair Value Option for Financial Assets and Financial Liabilities
 28




---



##### 



Results
    of Operations
    Year Ended December 31,2007


2006


2005Net sales


100.0
%


100.0
%


100.0
%Cost of sales (excluding depreciation)


68.4



72.6



88.9Depreciation


1.9



1.7



2.6Selling, general and administrative expenses


2.9



6.3



3.5Income from operations


26.8



19.4



5.0Interest expense


1.4



1.9



3.3Other income


0.6



.1



0.2Income before income taxes


26.0



17.6



1.9Income tax provision


9.4



6.6



0.7Net income


16.6
%


11.0
%


1.2
%Net income per shareBasic

$
3.13


$
2.70


$
0.16Diluted

$
2.85


$
2.01


$
0.12     2007


2006Fiscal Quarter Ended


Fiscal Quarter EndedAverage LME Zinc Price

March 31


June 30


September 30


December 31


March 31


June 30


September 30


December 31Quarter

$
1.57


$
1.66


$
1.46


$
1.19


$
1.02


$
1.49


$
1.53


$
1.91Year-to-date

$
1.57


$
1.61


$
1.56


$
1.47


$
1.02


$
1.25


$
1.35


$
1.49   Year
    Ended December 31, 2007 Compared with Year Ended
    December 31, 2006
  Net sales.
     29




---



##### 



Cost of sales (excluding depreciation).
      Depreciation.
  Selling, general and administrative
    expenses.
 30




---



##### 



Interest expense.
    Income tax provision.
  Net income.
  Year
    Ended December 31, 2006 Compared with Year Ended
    December 31, 2005
  Net sales.
          Cost of sales (excluding depreciation
   31




---



##### 



Depreciation.
  Selling, general and administrative
    expenses.
  Interest expense.
  Income tax provision.
  Net income.
  Liquidity
    and Capital Resources
    Year
    Ended December 31, 2007
  Cash
    Flows from Operating Activities
     32




---



##### 



Cash
    Flows from Investing Activities
    Cash
    Flows from Financing Activities
    Form S-1
     33




---



##### 



Year
    Ended December 31, 2006
  Cash
    Flows from Operating Activities
        Cash
    Flows from Investing Activities
    Cash
    Flows from Financing Activities
         34




---



##### 



Contractual
    Obligations and Commercial Commitments
    Payments Due by PeriodLess Than








More ThanTotal


1 Year


1-3 Years


3-5 Years


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

$
0.2


$
0.1


$
0.1


$



$
Purchase obligations


17.1



17.1











Operating lease obligations


13.6



3.2



4.9



2.9



2.6Executive compensation


6.4



2.4



2.7



1.3



Total

$
37.3


$
22.8


$
7.7


$
4.2


$
2.6   Off-Balance
    Sheet Arrangements
    Inflation
   35




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##### 



Seasonality
    ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK      Interest
    Rate Risk
    Commodity
    Price Risk
       36




---



##### 



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(T).
    CONTROLS
    AND PROCEDURES  Evaluation
    of Disclosure Controls and Procedures
  Rule 13a-15
  Rule 13a-15(b)
  Changes
    in Internal Control over Financial Reporting
    ITEM 9B.
    OTHER
    INFORMATION   37




---



##### 



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
    ACCOUNTING FEES AND SERVICES   38




---



##### 



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, 2007 and 2006


F-2Consolidated Statements of Income for the years ended
    December 31, 2007, 2006 and 2005


F-3Consolidated Statements of Stockholders Equity for the
    years ended December 31, 2007, 2006 and 2005


F-4Consolidated Statements of Cash Flows for the years ended
    December 31, 2007, 2006 and 2005


F-5Notes to Consolidated Financial Statements


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


F-24   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.
 39




---



##### 



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  40




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM           
    F-1




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
 December 31,
    2007 and 2006
 (Amounts in thousands, except per share amounts)
  2007


2006ASSETSCurrent assetsCash and cash equivalents

$
76,169


$
958Accounts receivable, net of allowance of $459 and $904,
    respectively


51,473



71,435Inventories


69,918



57,588Prepaid expenses and other current assets


12,047



7,262Deferred income taxes


464



351Total current assets


210,071



137,594Property, plant and equipment, net


98,932



63,794Other assetsDeferred financing costs, net of accumulated amortization of
    $534 and $1,257 respectively


1,665



4,171Deferred income taxes


3,905



Deposits and other


231



147Total other assets


5,801



4,318Total assets

$
314,804


$
205,706LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesRevolver

$



$
14,398Current maturities of long-term debt


60



7,058Accounts payable


37,458



38,775Accrued expenses


22,535



18,500Total current liabilities


60,053



78,731Long-term debt, less current maturities


121



58,225Other long-term liabilities


12,576



17,909Deferred income taxes






847Commitments and contingenciesStockholders equityCommon stock, par value $.01 per share; 100,000 shares with
    voting rights authorized; 34,775 and 22,026 shares issued
    and outstanding in 2007 and 2006, respectively


348



220Preferred stock, par value $.01 per share; 10,000 shares
    authorized; no shares issued or outstanding






Additional paid-in capital


124,682



23,433Retained earnings


117,024



26,341Total stockholders equity


242,054



49,994Total liabilities and stockholders equity

$
314,804


$
205,706    F-2




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
 For the
    Years Ended December 31, 2007, 2006 and 2005
 (Amounts in thousands, except per share amounts)
  2007


2006


2005Net sales of zinc material and other goods

$
500,362


$
445,733


$
226,973EAF dust service fees


45,217



50,680



46,834Net sales


545,579



496,413



273,807Cost of sales of zinc material and other goods (excluding
    depreciation)


366,973



352,360



239,220Cost of EAF dust services


6,386



7,821



4,138Cost of sales (excluding depreciation)


373,359



360,181



243,358Depreciation


10,150



8,536



7,179Selling, general and administrative expenses


15,688



31,294



9,630Total costs and expenses


399,197



400,011



260,167Income from operations


146,382



96,402



13,640Other income (expense)Interest expense


(7,589
)


(9,555
)


(9,134
)Interest and other income


3,037



327



665(4,552
)


(9,228
)


(8,469
)Income before income taxes


141,830



87,174



5,171Income tax provision


51,147



32,717



2,024NET INCOME

$
90,683


$
54,457


$
3,147Earnings per common share:Basic

$
3.13


$
2.70


$
0.16Diluted

$
2.85


$
2.01


$
0.12Weighted average shares outstanding:Basic


28,985



20,138



19,963Diluted


31,848



27,138



25,988    F-3




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY
 For the
    Years Ended December 31, 2007, 2006 and 2005
 (Amounts in thousands)
  RetainedAdditional


EarningsCommon Stock


Paid-In


(AccumulatedShares


Amount


Capital


Deficit)


TotalBalance at January 1, 2005


19,963


$
199


$
2,058


$
(2,262
)

$
(5
)Warrants issued










649







649Net income














3,147



3,147Balance at December 31, 2005


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


$
242,054    F-4




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
 For the
    Years Ended December 31, 2007, 2006 and 2005
 (Amounts in thousands)
  2007


2006


2005Cash Flows from Operating Activities:Net income

$
90,683


$
54,457


$
3,147Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


12,656



9,504



8,380Deferred income tax (benefit) provision


(4,865
)


736



1,071Deferred interest payable


269



333



128Losses on derivative financial instruments


5,153



13,155



Non-cash compensation expense


1,423



422



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


19,962



(36,409
)


(14,373
)(Increase) in inventories


(12,330
)


(34,316
)


(3,135
)(Increase) in prepaid expenses and other current assets


(9,181
)


(8,743
)


(7,611
)(Increase) decrease in other assets


(84
)


1,456



(211
)(Decrease) increase in accounts payable


(1,317
)


16,869



10,022Increase (decrease) in accrued expenses


5,539



(1,416
)


6,782(Decrease) in other non-current liabilities


(5,333
)


(421
)


(3,346
)Net cash provided by operating activities


102,575



15,627



854Cash Flows from Investing Activities:Purchase of property, plant and equipment


(45,288
)


(14,249
)


(9,123
)Acquisition










(1,000
)Decrease in restricted cash










4,123Net cash used in investing activities


(45,288
)


(14,249
)


(6,000
)Cash Flows from Financing Activities:Dividends paid






(29,001
)


Proceeds from equity offering, net of expenses


249,473



188,163



Common stock repurchase


(152,558
)


(166,237
)


Proceeds from exercise of warrants and options


778







Repurchase and cancellation of stock options






(2,655
)


Net (payments on) proceeds from revolving credit facility


(14,398
)


(2,199
)


3,809Proceeds from issuance of notes payable






49,000



7,590Payments on notes payable and long-term debt


(65,371
)


(36,133
)


(4,505
)Deferred financing costs






(1,911
)


(3,517
)Net cash provided by (used in) financing activities


17,924



(973
)


3,377Net increase (decrease) in cash and cash equivalents


75,211



405



(1,769
)Cash and cash equivalents at beginning of year


958



553



2,322Cash and cash equivalents at end of year

$
76,169


$
958


$
553    F-5




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
 December 31, 2007 and 2006
 and for the Years Ended December 31, 2007, 2006 and
    2005
 (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




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005Zinc material goods

$
480,993


$
432,344


$
219,091Service fee revenue


45,217



50,680



46,834Other


19,369



13,389



7,882$
545,579


$
496,413


$
273,807     Shipping
    and Handling Fees and Costs
    Cash
    and Cash Equivalents
    Accounts
    Receivable
    Inventories
  Work-in-process
    Prepaid
    Expenses and Other Current Assets
   F-7




---



##### 



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


5 - 20 yearsMachinery and equipment


3 - 20 years   Accounting for the Impairment or
    Disposal of Long-Lived Assets
  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




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock-Based
    Compensation
  Accounting
    for Stock-Based Compensation, Accounting for
    Stock-Based Compensation
  Accounting for Stock
    Issues to Employees.
  Financial
    Instruments
        Accounting for Derivative
    Instruments and Hedging Activities
      Supplemental
    Disclosure of Cash Flow Information
    Recently
    Issues Accounting Standards
   F-9




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    The Fair Value Option for
    Financial Assets and Financial Liabilities
  Reclassifications
    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 L).
    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 M).
    Bonus payments totaling $2,530 were made to certain officers of
    the company.    Form S-1 No. 333-142113)
  No. 333-144295)
 F-10




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE D 
    INVENTORIES    2007


2006Raw materials

$
28,095


$
26,962Work-in-process


1,258



1,158Finished goods


30,866



20,959Supplies and spare parts


9,699



8,509$
69,918


$
57,588     NOTE E 
    PROPERTY,
    PLANT AND EQUIPMENT    2007


2006Land and land improvements

$
7,598


$
7,265Buildings and building improvements


21,357



21,285Machinery and equipment


62,326



52,890Construction in progress


39,905



4,458131,186



85,898Less accumulated depreciation


(32,254
)


(22,104
)$
98,932


$
63,794   NOTE F 
    DEFERRED
    FINANCING COSTS   F-11




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    NOTE G 
    NOTES PAYABLE
    AND LONG-TERM DEBT    2007


2006Revolving credit facility

$



$
14,398Note payable to Contrarian Service Company L.L.C.






57,461Note payable to Beaver County Corporation for Economic
    Development


181



239Note payable to CIT Group Business Credit, Inc., due January,
    2007






583Note payable to CIT Group Business Credit, Inc., due January,
    2008






7,000181



79,681Less portion currently payable


(60
)


(21,456
)$
121


$
58,225            F-12




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                Years Ending December 31,2008

$
602009


622010


59$
181   NOTE H 
    ACCRUED
    EXPENSES    2007


2006Employee related costs

$
8,900


$
7,384Insurance claim liabilities (see Note J)


2,800



2,400Other


10,835



8,716$
22,535


$
18,500  F-13




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  NOTE I 
    INCOME
    TAXES    2007


2006


2005Current provision:Federal

$
48,076


$
27,699


$
891State and local


7,936



4,282



6256,012



31,981



953Deferred provision (benefit):Federal


(4,180
)


732



860State and local


( 685
)


4



211(4,865
)


736



1,071$
51,147


$
32,717


$
2,024     2007


2006


2005Income taxes at statutory rate

$
49,683


$
30,511


$
1,758State and local income taxes, net of federal tax benefit


4,713



2,787



180Domestic production activity deduction


(3,078
)


(628
)


Other


(171
)


47



86Income tax provision

$
51,147


$
32,717


$
2,024     2007


2006Deferred tax assets:Accrued fringe benefits

$
1,275


$
1,113Prepaid hedge contracts


1,689



Accrued signing bonus


1,198



Other


3,765



1,8547,927



2,967Deferred tax liabilities:Property, plant and equipment


(3,271
)


(3,364
)Other


(287
)


(99
)(3,558
)


(3,463
)Net deferred tax asset (liability)

$
4,369


$
(496
)  F-14




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Current deferred tax asset

$
464


$
351Non-current deferred tax asset


3,905



Non-current net deferred tax asset (liability)






(847
)Net deferred tax asset (liability)

$
4,369


$
(496
)         NOTE J 
    OTHER
    LONG-TERM LIABILITIES    2007


2006Environmental obligations

$
2,271


$
8,324Insurance claim liabilities


7,778



8,521Asset retirement obligations


1,151



1,064Employee related costs


1,376



$
12,576


$
17,909   Environmental
    obligations
     F-15




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Insurance
    claim liabilities
    Asset
    retirement obligations
      Employee
    related costs
    NOTE K 
    EMPLOYEE
    BENEFIT PLANS          NOTE L 
    RELATED
    PARTY TRANSACTIONS   F-16




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            NOTE M 
    STOCK
    OPTIONS     F-17




---



##### 



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


WeightedNumber of


Exercise


AverageShares


Price


Exercise PriceOptions outstanding at January 1, 2005


1,083


$
1.01


$
1.01Granted in 2005


210


$
2.36


$
2.36Cancelled in 2005


120


$
1.01


$
1.01Options outstanding at December 31, 2005


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


$
1.82       WeightedWeighted Average

Number of


Average RemainingExercise Price

Shares


Contractual Life$1.01


477



6.7$2.36


104



6.7$7.39


60



6.7$1.82


641



6.7         Eligibility
 F-18




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock Options
      Stock Appreciation Rights
  Termination of Options and SARs
  Restricted Stock
  Restricted Stock Units; Deferred Stock Units
  Performance Awards and/or and/or
  Vesting
  Amendment and Termination of the Equity Incentive
    Plan
   F-19




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          NOTE N 
    ACCOUNTING
    FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES             F-20




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      NOTE O 
    CONTINGENCIES        NOTE P 
    EARNINGS
    PER SHARE     F-21




---



##### 



HORSEHEAD
    HOLDING CORP. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006


2005Basic earnings per share:Income available to common stockholders

$
90,683


$
54,457


$
3,147Weighted average shares outstanding  basic


28,985



20,138



19,963Basic earnings per share

$
3.13


$
2.70


$
0.16Diluted earnings per share:Income available to common stockholders

$
90,683


$
54,457


$
3,147Weighted average shares outstanding  diluted


31,848



27,138



25,988Diluted earnings per share

$
2.85


$
2.01


$
0.12Reconciliation of average shares outstanding  basic
    to average shares outstanding  diluted:Weighted average shares outstanding  basic


28,985



20,138



19,963Effect of dilutive securities:Options


782



1,066



516Warrants


2,081



5,934



5,509Weighted average shares outstanding  diluted


31,848



27,138



25,988     NOTE Q 
    COMMITMENTS  Operating
    Leases
    Years Ending December 31,

Amounts2008

$
3,1722009


2,6662010


2,2072011


1,8392012


1,114Thereafter


2,592$
13,590     Power
    Station Operation and Maintenance Agreement
   F-22




---



##### 



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


September 30,


June 30,


March 31,2007Sales

$
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


$
0.932006Sales

$
149,683


$
130,759


$
125,196


$
90,775Cost of sales (excluding depreciation)


99,796



95,638



89,942



74,805Depreciation


2,561



1,810



2,296



1,869Net income


16,199



16,477



16,285



5,496Earnings per common share:Basic

$
0.78


$
0.83


$
0.81


$
0.28Diluted

$
0.59


$
0.61


$
0.60


$
0.20  F-23




---



##### 



Schedule I:
    Condensed Financial Information of Registrant  HORSEHEAD HOLDING CORP.
  CONDENSED BALANCE SHEETS  PARENT COMPANY ONLY
 December 31,
    2007 and 2006
 (Amounts in thousands)
  2007


2006ASSETSCash and cash equivalents

$
71,076


$
Prepaid expenses and other current assets


6



Investment in and advances to subsidiary


170,986



49,994Total assets

$
242,068


$
49,994LIABILITIES AND STOCKHOLDERS EQUITYAccounts payable

$
14


$
Stockholders equityCommon stock


348



220Additional
    paid-in-capital


124,682



23,433Retained earnings


117,024



26,341Total stockholders equity


242,054



49,994Total liabilities and stockholders equity

$
242,068


$
49,994   HORSEHEAD
    HOLDING CORP.
  CONDENSED
    STATEMENTS OF OPERATIONS  PARENT COMPANY ONLY
 FOR THE
    YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
 (Amounts in thousands)
  2007


2006


2005Selling, general and administrative

$
296


$



$
Equity in income of subsidiary, net of taxes of $51,147, $32,717
    and $2,797 for 2007, 2006 and 2005, respectively


89,284



55,258



4,303Interest income


1,695







Interest expense






801



1,929Income before taxes


90,683



54,457



2,374Income tax (benefit)










(773
)NET INCOME

$
90,683


$
54,457


$
3,147    F-24




---



##### 



HORSEHEAD
    HOLDING CORP.
  CONDENSED
    STATEMENTS OF CASH FLOWS  PARENT COMPANY ONLY
 FOR THE
    YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
 (Amounts in thousands)
  2007


2006


2005Cash Flows from Operating Activities:Net income

$
90,683


$
54,457


$
3,147Adjustments to reconcile net income to net cash provided by
    (used in) operating activities:Equity in (income) of subsidiary


(89,284
)


(55,258
)


(4,303
)Amortization










837Non-cash compensation expense


123







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


(6
)






Increase in accounts payable


14







Increase (decrease) in accrued expenses






(623
)


72Net cash provided by (used in) operating activities


1,530



(1,424
)


(247
)Cash Flows from Investing Activities:Capital contribution and advances to subsidiary


(28,147
)


(23,154
)


Dividend received from subsidiary






49,023



4,747Net cash (used in) provided by investing activities


(28,147
)


25,869



4,747Cash Flows from Financing Activities:Dividends paid






(29,001
)


Proceeds from equity offering, net of expenses


249,473



188,163



Common stock repurchase


(152,558
)


(166,237
)


Proceeds from exercise of warrants and options


778







Payments on notes payable and long-term debt






(17,370
)


(4,500
)Net cash provided by (used in) financing activities


97,693



(24,445
)


(4,500
)NET INCREASE IN CASH AND CASH EQUIVALENTS


71,076







Cash and cash equivalents at beginning of year










Cash and cash equivalents at end of year

$
71,076


$



$
   HORSEHEAD
    HOLDING CORP.
  NOTES TO
    CONDENSED FINANCIAL STATEMENTS OF REGISTRANT
  NOTE 1.
  NOTE 2.
  NOTE 3.
 F-25




---



##### 



EXHIBIT INDEX ExhibitNumber

Description of Document3
.1*

Second Amended and Restated Certificate of Incorporation of the
    Registrant3
.2*

Amended and Restated By-laws of the Registrant4
.1*

Specimen Common Stock Certificate4
.2*

Amended and Restated Registration Agreement, dated as of
    November 30, 2006, by and among the Registrant, Sun
    Horsehead, LLC and certain of its other stockholders party
    thereto4
.3*

Registration Rights Agreement dated as of November 30, 2006
    by and among the Registrant and Friedman, Billings, Ramsey,
    & Co., Inc.4
.4*

Registration Rights Agreement dated as of April 12, 2007 by
    and among the Registrant and Friedman, Billings, Ramsey and Co.,
    Inc.10
.1*

Horsehead Holding Corp. Amended and Restated 2006 Long-Term
    Equity Incentive Plan10
.2*

Form of Option Agreement issued under 2006 Long-Term Equity
    Incentive Plan10
.3*

Second Amended and Restated Horsehead Holding Corp. 2004 Stock
    Option Plan10
.4*

Form of Option Agreement issued under 2004 Stock Option
    Plan10
.5*

Employment Agreement, dated as of November 30, 2006 by and
    between Horsehead Corporation and James M. Hensler10
.6*

Employment Agreement, dated as of November 30, 2006 by and
    between Horsehead Corporation and Robert D. Scherich10
.7*

Employment Agreement, dated as of November 30, 2006 by and
    between Horsehead Corporation and Ali Alavi10
.8*

Purchase/Placement Agreement dated November 20, 2006 by and
    between Horsehead Holding Corp. and Friedman, Billings,
    Ramsey & Co., Inc.10
.9*

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 thereto10
.10*

Amendment No. 1 to CIT Financing Agreement dated as of
    October 21, 200510
.11*

Amendment No. 2 to CIT Financing Agreement dated as of
    January 18, 200610
.12*

Amendment No. 3 to CIT Financing Agreement dated as of
    April 28, 200610
.13*

Amendment No. 4 to CIT Financing Agreement dated as of
    October 25, 200610
.14

Amendment No. 5 to CIT Financing Agreement dated as of
    December 14, 200710
.15*

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, LLC10
.16*

Amendment No. 1 to Contrarian Financing Agreement dated as
    of January 18, 200610
.17*

Amendment No. 2 to Contrarian Financing Agreement dated as
    of April 28, 200610
.18*

Amendment No. 3 to Contrarian Financing Agreement dated as
    of October 25, 200610
.19*

Securityholders Agreement, dated as of December 23, 2003,
    by and among the Registrant, Sun Horsehead, LLC and certain of
    its other stockholders party thereto10
.20*

Letter Agreement re: Retention Bonus Arrangement, dated
    October 31, 2006, between the Registrant and James M.
    Hensler10
.21*

Letter Agreement re: Retention Bonus Arrangement, dated
    October 31, 2006, between the Registrant and Robert D.
    Scherich10
.22*

Letter Agreement re: Retention Bonus Arrangement, dated
    October 31, 2006, between the Registrant and Ali Alavi10
.23*

Letter Agreement re: SEC Filing Bonus Arrangement, dated
    October 31, 2006, between the Registrant and James M.
    Hensler E-1




---



##### 



ExhibitNumber

Description of Document10
.24*

Letter Agreement re: SEC Filing Bonus Arrangement, dated
    October 31, 2006, between the Registrant and Robert D.
    Scherich10
.25*

Securities Repurchase Agreement, dated as of November 30,
    2006, by and among the Registrant, Sun Horsehead, LLC and
    certain of its other stockholders party thereto10
.26*

Purchase/Placement Agreement dated April 4, 2006 by and
    between the Registrant and Friedman, Billings,
    Ramsey & Co., Inc.10
.27*

Securities Repurchase Agreement, dated as of April 12,
    2007, by and among the Registrant, Sun Horsehead, LLC and
    certain of its other stockholders party thereto10
.28*

Form of Restricted Stock Agreement issued under the Horsehead
    Holding Corp. 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     *
    
    Incorporated by reference to the Registrants Registration
    Statement on
    Form S-1
    (File
    No. 333-142113)
    initially filed on April 13, 2007.
    
    Management contract or compensatory plan or arrangement. E-2