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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission File Number: 001-33658
 Horsehead Holding Corp.
  
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    20-0447377
(I.R.S. Employer
Identification No.)4955 Steubenville Pike, Suite 405
Pittsburgh, Pennsylvania 15205
(Address of Principal Executive Offices, including Zip Code)
    
    (724) 774-1020
(Registrants Telephone Number, Including Area Code)
 
  þ o
  o o
  Large accelerated Filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
  o þ




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##### 



TABLE OF CONTENTS
 PART I  Financial InformationItem 1. Financial StatementsConsolidated Balance Sheets as of March 31, 2010 (Unaudited) and December 31, 2009
    
    
    1Consolidated Statements of Operations (Unaudited) for the three months ended March
31, 2010 and 2009
    
    
    2Consolidated Statement of Stockholders Equity (Unaudited) for the three months
ended March 31, 2010
    
    
    3Consolidated Statements of Cash Flows (Unaudited) for the three months ended
March 31, 2010 and March 31, 2009
    
    
    4Notes to Consolidated Financial Statements (Unaudited) March 31, 2010
    
    
    5Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    13Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    21Item 4. Controls and Procedures
    
    
    22PART II  Other InformationItem 1. Legal Proceedings
    
    
    23Item 1A Risk Factors
    
    
    23Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    23Item 3 Defaults Upon Senior Securities
    
    
    23Item 4 (Removed and Reserved)
    
    
    23Item 5. Other Information
    
    
    23Item 6. Exhibits
    
    
    23
  CAUTIONARY STATEMENT FOR PURPOSES OF THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES
LITIGATION REFORM ACT OF 1995
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PART IFINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
  
 CONSOLIDATED BALANCE SHEETS   (Amounts in thousands, except per share amounts)
 March 31, 2010
    
    
    December 31, 2009(Unaudited)ASSETSCurrent assetsCash and cash equivalents
    
    $
    93,279
    
    
    $
    95,480Accounts receivable, net of allowance of $1,960 and $2,032, respectively
    
    
    50,906
    
    
    
    40,652Inventories
    
    
    39,329
    
    
    
    39,908Prepaid expenses and other current assets
    
    
    24,081
    
    
    
    25,195Deferred income taxes
    
    
    417
    
    
    
    175Total current assets
    
    
    208,012
    
    
    
    201,410Property, plant and equipment, net
    
    
    199,503
    
    
    
    191,307Other assetsIntangible assets
    
    
    13,576
    
    
    
    13,758Restricted cash
    
    
    31,472
    
    
    
    31,536Deposits and other
    
    
    275
    
    
    
    251Total other assets
    
    
    45,323
    
    
    
    45,545Total assets
    
    $
    452,838
    
    
    $
    438,262LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent maturities of long-term debt
    
    $
    42
    
    
    $
    58Accounts payable
    
    
    39,009
    
    
    
    33,486Accrued expenses
    
    
    25,581
    
    
    
    24,411Total current liabilities
    
    
    64,632
    
    
    
    57,955Long-term debt, less current maturities
    
    
    255
    
    
    
    255Other long-term liabilities
    
    
    19,410
    
    
    
    18,865Deferred income taxes
    
    
    15,802
    
    
    
    15,770Commitments and contingenciesStockholders equityCommon stock, par value $0.01 per share; 100,000 shares authorized; 43,334 shares
issued and outstanding in 2010 and 2009, respectively
    
    
    433
    
    
    
    433Preferred stock, par value $0.01 per share; 10,000 shares authorized; no shares
issued or outstanding
    
    
    
    
    
    
    Additional paid-in capital
    
    
    212,123
    
    
    
    211,517Retained earnings
    
    
    135,777
    
    
    
    128,995Total stockholders equity before noncontrolling interest
    
    
    348,333
    
    
    
    340,945Noncontrolling interest
    
    
    4,406
    
    
    
    4,472Total stockholders equity
    
    
    352,739
    
    
    
    345,417Total liabilities and stockholders equity
    
    $
    452,838
    
    
    $
    438,262
 The accompanying notes to financial statements are an integral part of these statements.
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##### Table of Contents



CONSOLIDATED STATEMENTS OF OPERATIONS    (Amounts in thousands except per share amounts)
 2010
    
    
    2009Net sales of zinc material and other goods
    
    $
    73,057
    
    
    $
    32,062Net sales of nickel based material and other services
    
    
    14,447
    
    
    
    EAF dust service fees
    
    
    9,472
    
    
    
    7,746Net sales
    
    
    96,976
    
    
    
    39,808Cost of sales of zinc material and other goods
    
    
    62,327
    
    
    
    52,908Cost of sales of nickel based material and other services
    
    
    8,954
    
    
    
    Cost of EAF dust services
    
    
    5,851
    
    
    
    2,487Cost of sales (excluding depreciation and amortization)
    
    
    77,132
    
    
    
    55,395Depreciation and amortization
    
    
    4,541
    
    
    
    3,560Selling, general and administrative expenses
    
    
    4,729
    
    
    
    3,703Total costs and expenses
    
    
    86,402
    
    
    
    62,658Income (loss) from operations
    
    
    10,574
    
    
    
    (22,850
    )Other income (expense)Interest expense
    
    
    (309
    )
    
    
    (347
    )Interest and other income
    
    
    317
    
    
    
    1668
    
    
    
    (181
    )Income (loss) before income taxes
    
    
    10,582
    
    
    
    (23,031
    )Income tax provision (benefit)
    
    
    3,800
    
    
    
    (8,222
    )NET INCOME (LOSS)
    
    $
    6,782
    
    
    $
    (14,809
    )Earnings (losses) per common share:Basic
    
    $
    0.16
    
    
    $
    (0.42
    )Diluted
    
    $
    0.16
    
    
    $
    (0.42
    )Weighted average shares outstanding:Basic
    
    
    43,334
    
    
    
    35,254Diluted
    
    
    43,602
    
    
    
    35,254
 The accompanying notes to financial statements are an integral part of these statements.
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CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY    (Amounts in thousands)
 AdditionalCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    NoncontrollingShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Interest
    
    
    TotalBalance at January
1, 2010
    
    
    43,334
    
    
    $
    433
    
    
    $
    211,517
    
    
    $
    128,995
    
    
    $
    4,472
    
    
    $
    345,417Stock compensation
expense
    
    
    
    
    
    
    
    
    
    
    606
    
    
    
    
    
    
    
    
    
    
    
    606Distribution to
Noncontrolling
interests
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (66
    )
    
    
    (66
    )Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,782
    
    
    
    
    
    
    
    6,782Balance at March
31, 2010
    
    
    43,334
    
    
    $
    433
    
    
    $
    212,123
    
    
    $
    135,777
    
    
    $
    4,406
    
    
    $
    352,739
 The accompanying notes to financial statements are an integral part of these statements
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CONSOLIDATED STATEMENTS OF CASH FLOWS    (Amounts in thousands)
 2010
    
    
    2009Cash Flows from Operating Activities:Net income (loss)
    
    $
    6,782
    
    
    $
    (14,809
    )Adjustments to reconcile net income (loss) to net cash (used in) provided by operating
activities:Depreciation and amortization
    
    
    4,541
    
    
    
    3,726Deferred income tax provision (benefit)
    
    
    (250
    )
    
    
    (227
    )Accretion on ESOI liabilities
    
    
    226
    
    
    
    Losses on derivative financial instruments
    
    
    511
    
    
    
    4,263Non-cash compensation expense
    
    
    606
    
    
    
    566Changes in operating assets and liabilities:(Increase) decrease in accounts receivable
    
    
    (10,447
    )
    
    
    10,218(Increase) decrease in inventories
    
    
    (25
    )
    
    
    6,604Decrease (Increase) in prepaid expenses and other current assets
    
    
    595
    
    
    
    (6,216
    )(Increase) decrease in other assets
    
    
    (27
    )
    
    
    1Increase (decrease) in accounts payable
    
    
    5,481
    
    
    
    (9,150
    )Increase (decrease) in accrued expenses net of tax benefit of stock option exercise
    
    
    5,918
    
    
    
    (6,192
    )Increase in other non-current liabilities
    
    
    319
    
    
    
    1,106Net cash (used in) provided by operating activities
    
    
    14,230
    
    
    
    (10,110
    )Cash Flows from Investing Activities:Purchase of property, plant and equipment
    
    
    (11,846
    )
    
    
    (16,429
    )Purchase of INMETCO
    
    
    (4,567
    )
    
    
    Decrease in restricted cash
    
    
    64
    
    
    
    Net cash used in investing activities
    
    
    (16,349
    )
    
    
    (16,429
    )Cash Flows from Financing Activities:Distribution to noncontrolling interests
    
    
    (66
    )
    
    
    Payments on notes payable and long-term debt
    
    
    (16
    )
    
    
    (15
    )Net cash used in financing activities
    
    
    (82
    )
    
    
    (15
    )Net Decrease In Cash And Cash Equivalents
    
    
    (2,201
    )
    
    
    (26,554
    )Cash and cash equivalents at beginning of period
    
    
    95,480
    
    
    
    122,768Cash and cash equivalents at end of period
    
    $
    93,279
    
    
    $
    96,214
 The accompanying notes to financial statements are an integral part of these statements.
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NOTE ABASIS OF PRESENTATION
   NOTE B  RECENTLY ISSUED ACCOUNTING STANDARDS
  NOTE C  ACQUISITION OF BUSINESS
   Cash
    
    $
    763Accounts receivable
    
    
    8,970Inventories
    
    
    6,190Prepaid expenses and other current assets
    
    
    500Deferred income tax asset
    
    
    672Property, plant and equipment
    
    
    35,175Intangible assets
    
    
    2,400Other assets
    
    
    54Total identifiable assets purchased
    
    
    54,724Accounts payable
    
    
    3,487Accrued expenses and other current liabilities
    
    
    722Deferred income tax liability
    
    
    10,421
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Other long-term liabilities
    
    
    1,527Total liabilities assumed
    
    
    16,157Net assets purchased
    
    
    38,567Purchase price
    
    $
    38,567
 NOTE DCASH AND CASH EQUIVALENTS
  March 31,                2010
    
    
    December 31,    2009Cash in bank
    
    $
    43,016
    
    
    $
    10,358Government money market funds
    
    
    
    
    
    
    35,000Money market demand account
    
    
    50,263
    
    
    
    30,075Certificates of deposit
    
    
    
    
    
    
    20,047$
    93,279
    
    
    $
    95,480
   NOTE EINVENTORIES
  March 31,
    
    
    December 31,2010
    
    
    2009Raw materials
    
    $
    6,986
    
    
    $
    10,413Work-in-process
    
    
    3,207
    
    
    
    1,471Finished goods
    
    
    14,929
    
    
    
    13,939Supplies and spare parts
    
    
    14,207
    
    
    
    14,085$
    39,329
    
    
    $
    39,908
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NOTE F  PREPAID EXPENSES AND OTHER CURRENT ASSETS
  March 31,
    
    
    December 31,2010
    
    

2009Refundable income taxes
    
    $
    20,391
    
    
    $
    20,786Prepaid hedge contracts
    
    
    1,383
    
    
    
    1,914Other
    
    
    2,307
    
    
    
    2,495$
    24,081
    
    
    $
    25,195
 NOTE GPROPERTY, PLANT AND EQUIPMENT
  March 31,
    
    
    December 31,2010
    
    
    2009Land and land improvements
    
    $
    11,474
    
    
    $
    11,110Buildings and building improvements
    
    
    27,733
    
    
    
    27,734Machinery and equipment
    
    
    170,328
    
    
    
    169,296Construction in progress
    
    
    53,061
    
    
    
    41,906262,596
    
    
    
    250,046Less accumulated depreciation
    
    
    (63,093
    )
    
    
    (58,739
    )$
    199,503
    
    
    $
    191,307
 NOTE HNOTES PAYABLE AND DEBT
    NOTE IACCRUED EXPENSES
  March 31,
    
    
    December 31,2010
    
    
    2009Employee related costs
    
    $
    7,294
    
    
    $
    6,722EAF dust processing reserve
    
    
    4,679
    
    
    
    3,564Accrued INMETCO purchase price
    
    
    
    
    
    
    4,802Income taxes payable
    
    
    3,689
    
    
    
    Insurance claim liabilities
    
    
    2,400
    
    
    
    2,400Other
    
    
    7,519
    
    
    
    6,923$
    25,581
    
    
    $
    24,411
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NOTE J  OTHER LONG-TERM LIABILITIES
  March 31,
    
    
    December 31,2010
    
    
    2009Environmental obligations
    
    $
    2,013
    
    
    $
    2,013Insurance claim liabilities
    
    
    8,036
    
    
    
    7,747Asset retirement obligations
    
    
    2,723
    
    
    
    2,678Deferred purchase price obligation
    
    
    6,095
    
    
    
    5,869Other
    
    
    543
    
    
    
    558$
    19,410
    
    
    $
    18,865
 NOTE KINCOME TAXES
   NOTE LSTOCK-BASED COMPENSATION
      8




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NOTE MACCOUNTING FOR DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES
        Three months ended March 31,2010
    
    
    2009Gains (losses) included in net sales:Put options
    
    
    $(368
    )
    
    
    $(4,647
    )Swaps
    
    
    (177
    )
    
    
    28$(545
    )
    
    
    $(4,619
    )Gains (losses) included in cost of sales:Swaps
    
    
    262
    
    
    
    Total losses resulting from hedging activities
    
    
    $(283
    )
    
    
    $(4,619
    )
  9




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Fair Value Measurements Using Significant Other Observable Inputs (Level 2)
 March 31, 2010
    
    
    December 31, 2009Put options and swaps included in Prepaid expenses and other assets
    
    $
    1,383
    
    
    $
    1,914Swaps included in Accrued expenses
    
    $
    
    
    
    $
    20
   NOTE NCONTINGENCIES
   NOTE OEARNINGS PER SHARE
  10




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Three months ended March 31,2010
    
    
    2009Basic earnings (loss) per share:Net income (loss)
    
    $
    6,782
    
    
    $
    (14,809
    )Weighted average shares outstandingbasic
    
    
    43,334
    
    
    
    35,254Basic earnings (loss) per share
    
    $
    0.16
    
    
    $
    (0.42
    )Diluted earnings (loss) per share:Net income (loss)
    
    $
    6,782
    
    
    $
    (14,809
    )Weighted average shares outstandingdiluted
    
    
    43,602
    
    
    
    35,254Diluted earnings (loss) per share
    
    $
    0.16
    
    
    $
    (0.42
    )Reconciliation of average shares
outstanding  basic to average shares
outstandingdiluted:Weighted average shares outstandingbasic
    
    
    43,334
    
    
    
    35,254Effect of dilutive securities:Options
    
    
    89
    
    
    
    Restricted stock units
    
    
    179
    
    
    
    Weighted average shares outstandingdiluted
    
    
    43,602
    
    
    
    35,254
  NOTE P  PRO FORMA INFORMATION
  Pro forma consolidated results
 Three Months EndedMarch 31, 2009Net sales
    
    $
    46,048Net loss
    
    
    (16,318
    )Basic earnings (loss) per share
    
    $
    (0.46
    )Diluted earnings (loss) per share
    
    $
    (0.46
    )
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NOTE Q  SEGMENT INFORMATION
  HorseheadCorporation
    
    
    INMETCO
    
    
    Other
    
    
    TotalNet sales
    
    $
    82,746
    
    
    $
    14,447
    
    
    $
    (217
    )
    
    $
    96,976Income before tax
    
    
    6,442
    
    
    
    4,140
    
    
    
    
    
    
    
    10,582
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Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations.
 General
  Overview
 Our History
   Economic Conditions and Outlook
  Factors Affecting Our Operating Results
 Market Price for Zinc and Nickel
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Demand for Zinc and Nickel-Based Products
   Shipments/EAF Dust Receipts
    
    
    Revenue/TonThree Months Ended
    
    
    Year Ended
    
    
    Three Months
    
    
    Year EndedMarch 31,
    
    
    December 31,
    
    
    Ended March 31,
    
    
    December 31,2010
    
    
    2009
    
    
    2009
    
    
    2008
    
    
    2010
    
    
    2009
    
    
    2009
    
    
    2008(Tons, in thousands)
    
    
    (In U.S. dollars)Product:Zinc Products
    
    
    33
    
    
    
    28
    
    
    
    118
    
    
    
    154
    
    
    $
    2,085
    
    
    $
    1,195
    
    
    $
    1,529
    
    
    $
    1,932EAF Dust
    
    
    137
    
    
    
    80
    
    
    
    409
    
    
    
    507
    
    
    $
    71
    
    
    $
    96
    
    
    $
    80
    
    
    $
    97Nickel-based products
    
    
    7
    
    
    
    4
    
    
    
    25
    
    
    
    27
    
    
    $
    1,789
    
    
    $
    1,329
    
    
    $
    1,453
    
    
    $
    2,102
 Cost of Sales (excluding depreciation and amortization)
  Selling, General and Administrative Expenses
 14




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Trends Affecting Our Business
  
    
    LME price of zinc and nickel;
    
    changes in cost of energy and fuels;
    
    gain and loss of customers;
    
    pricing pressures from competitors, including new entrants into the EAF dust or
nickel-bearing waste recycling markets;
    
    increases and decreases in the use of zinc and nickel-based products;
    
    expansions into new products and expansion of our capacity, which requires us to
incur costs prior to generating revenues;
    
    expenditures required to comply with environmental and other operational
regulations;
    
    access to credit by our customers; and
    
    our operational efficiency improvement programs.
     15




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Summary of Critical Accounting Policies and Estimates
  Inventories
   Financial Instruments
      Impairment
  16




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Recently Issued Accounting Pronouncements
  Results of Operations
  Three months ended March 31,2010
    
    
    2009Net sales
    
    
    100.0
    %
    
    
    100.0
    %Cost of sales (excluding depreciation and amortization)
    
    
    79.5
    
    
    
    139.2Depreciation and amortization
    
    
    4.7
    
    
    
    8.9Selling, general and administrative expenses
    
    
    4.9
    
    
    
    9.3Income (loss) from operations
    
    
    10.9
    
    
    
    (57.4
    )Interest expense
    
    
    0.3
    
    
    
    0.9Interest and other income
    
    
    0.3
    
    
    
    0.4Income (loss) before income taxes
    
    
    10.9
    
    
    
    (57.9
    )Income tax provision (benefit)
    
    
    3.9
    
    
    
    (20.7
    )Net income (loss)
    
    
    7.0
    %
    
    
    (37.2
    )%
  Put Options2009
    
    
    2010
    
    
    Swaps
    
    
    TotalFair value December 31, 2008
    
    
    6,846
    
    
    
    
    
    
    
    1,768
    
    
    
    8,614Settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    356
    
    
    
    356Gain (loss) on settlements of closed positions
    
    
    (744
    )
    
    
    
    
    
    
    (256
    )
    
    
    (1,000
    )Mark to market adjustment on open positions
    
    
    (3,903
    )
    
    
    
    
    
    
    284
    
    
    
    (3,619
    )Fair value March 31, 2009
    
    
    2,199
    
    
    
    
    
    
    
    2,152
    
    
    
    4,351Settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    (916
    )
    
    
    (916
    )Gain (loss) on settlements of closed positions
    
    
    (217
    )
    
    
    
    
    
    
    411
    
    
    
    194Mark to market adjustment on open positions
    
    
    (1,566
    )
    
    
    
    
    
    
    446
    
    
    
    (1,120
    )Fair value June 30, 2009
    
    
    416
    
    
    
    
    
    
    
    2,093
    
    
    
    2,509Purchases
    
    
    
    
    
    
    2,374
    
    
    
    
    
    
    
    2,374Settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    (1,260
    )
    
    
    (1,260
    )Gain (loss) on settlements of closed positions
    
    
    (51
    )
    
    
    
    
    
    
    398
    
    
    
    347Mark to market adjustment on open positions
    
    
    (364
    )
    
    
    (870
    )
    
    
    778
    
    
    
    (456
    )Fair value September 30, 2009
    
    
    1
    
    
    
    1,504
    
    
    
    2,009
    
    
    
    3,514Purchases
    
    
    
    
    
    
    2,902
    
    
    
    
    
    
    
    2,902Settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    (1,965
    )
    
    
    (1,965
    )Gain (loss) on settlements of closed positions
    
    
    (1
    )
    
    
    
    
    
    
    616
    
    
    
    615Mark to market adjustment on open positions
    
    
    
    
    
    
    (3,669
    )
    
    
    497
    
    
    
    (3,172
    )Fair value December 31, 2009
    
    
    
    
    
    
    737
    
    
    
    1,157
    
    
    
    1,894Purchases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    (228
    )
    
    
    (228
    )Gain (loss) on settlements of closed positions
    
    
    
    
    
    
    
    
    
    
    (34
    )
    
    
    (34
    )Mark to market adjustment on open positions
    
    
    
    
    
    
    (368
    )
    
    
    119
    
    
    
    (249
    )Fair value March 31, 2010
    
    $
    
    
    
    $
    369
    
    
    $
    1,014
    
    
    $
    1,383
 17




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##### Table of Contents



2008
    
    
    2009
    
    
    2010Average LME zinc price
    
    December 31
    
    
    March 31
    
    
    December 31
    
    
    March 31Three months ended
    
    $
    0.54
    
    
    $
    0.53
    
    
    $
    1.00
    
    
    $
    1.04Year-to-date
    
    $
    0.85
    
    
    $
    0.53
    
    
    $
    0.75
    
    
    $
    1.04
 Three Months Ended March 31, 2010 Compared with Three Months Ended March 31, 2009
 Net sales.
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##### Table of Contents



Cost of sales (excluding depreciation and amortization).
     19




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##### Table of Contents



Depreciation and amortization
 Selling, general and administrative expenses.
 Interest and other income.
 Income tax provision (benefit).
 Net income (loss).
 Liquidity and Capital Resources
 .
 March 31, 2010
  Cash Flows from Operating Activities
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##### Table of Contents



Cash Flows from Investing Activities
  Off-Balance Sheet Arrangements
  Available Information
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
   Commodity Price Risk
  21




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##### Table of Contents



Item 4. Controls and Procedures.
      Changes in Internal Control over Financial Reporting
  22




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##### Table of Contents



PART IIOTHER INFORMATION
 
 Item 1. Legal Proceedings.
  
 Item 1A. Risk Factors.
  
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
  
 Item 3. Defaults Upon Senior Securities.
  
 Item 4. (Removed and Reserved)
 
 Item 5. Other Information.
  
 Item 6. Exhibits.
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##### Table of Contents



Exhibit No.
    
    Description31.1
    
    Certification by James M. Hensler, Chief Executive
Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.31.2
    
    Certification of Robert D. Scherich, Chief Financial
Officer pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.32.1
    
    Certification Pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
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##### Table of Contents



SIGNATURES
  HORSEHEAD HOLDING CORP./s/ James M. HenslerBy:                    James M. HenslerIts:               President and Chief Executive Officer This report has been signed by the following persons in the capacities indicated on May
10, 2010.
 SIGNATURE
    
    TITLE
    
    DATE/s/ James M. HenslerJames M. Hensler
    
    Principal Executive Officer
    
    May 10, 2010/s/ Robert D. Scherich
    
    Principal Financial and
    
    May 10, 2010Robert D. Scherich
    
    Accounting Officer
 25