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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 11-K
[X]
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2019
OR
[ ]
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 001-12019
A. Full title of the plan and the address of the plan, if different from that of the issuer named below:
Quaker Chemical Corporation
Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:
Quaker Chemical Corporation
One Quaker Park
901 E. Hector Street
Conshohocken, PA 19428-2380
QUAKER CHEMICAL CORPORATION
Retirement Savings Plan
Table of Contents
Page
Number
1-2
3
4
5-9
Additional Information*
10
11
Exhibits
1
Report of Independent Registered Public Accounting Firm
To the Plan Administrator and Plan Participants of
Quaker Chemical Corporation Retirement Savings Plan:
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Quaker Chemical Corporation Retirement
Savings Plan (the "Plan") as of December 31, 2019, the related statement of changes in net assets available for benefits for the year
then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the 2019 finan cial statements
present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2019, and the changes in net
assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States
of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) ("PCAOB") and are required to be independent with respect to the Plan in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe
that our audit provides a reasonable basis for our opinion.
Other Matter – 2018 Financial Statements
The financial statements of the Plan as of December 31, 2018 were audited by another auditor who expressed an unqualified opinion
on those statements on June 20, 2019.
Supplemental Information
The supplemental Schedule H, Line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2019 has been subjected to
audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the
responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles
to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental
information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the
Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a
whole.
We have served as the Plan’s auditor since 2020.
/s/ Baker Tilly Virchow Krause, LLP
Philadelphia, Pennsylvania
June 18, 2020
2
Report of Independent Registered Public Accounting Firm
Plan Administrator and Plan Participants
Quaker Chemical Corporation Retirement Savings Plan
Conshohocken, Pennsylvania
Opinion on the Financial Statements
We have audited the accompanying statement of net assets available for benefits of the Quaker Chemical Corporation Retirement
Savings Plan (the “Plan”) as of December 31, 2018, the related statement of changes in net assets available for benefits for the year
then ended, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all
material respects, the net assets available for benefits of the Plan as of December 31, 2018, and the changes in net assets available for
benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s
financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (“PCAOB”) and are required to be independent with respect to the Plan in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of
our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing
an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statement s. Our audit also included evaluating the accounting principles used
and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.
We have served as the Plan’s auditor from 2012 to 2019.
/s/ BDO USA, LLP
Philadelphia, Pennsylvania
June 20, 2019
3
QUAKER CHEMICAL CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
As of December 31,
2019
2018
Assets
Investments, at fair value:
Registered investment companies
$
96,372,576
$
82,967,513
Collective trust fund
14,053,213
13,976,759
Quaker Chemical Corporation Stock Fund
34,363,906
43,622,392
Participant-directed brokerage account
1,765,176
1,331,432
Total investments
146,554,871
141,898,096
Receivables:
Employer's contributions
172,704
163,476
Participant notes receivable
2,076,394
1,838,851
Total receivables
2,249,098
2,002,327
Net assets available for benefits
$
148,803,969
$
143,900,423
The accompanying notes are an integral part of the financial statements.
4
QUAKER CHEMICAL CORPORATION
RETIREMENT SAVINGS PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
For the Year Ended
December 31,
2019
2018
Additions
Investment income:
Interest and dividend income
$
3,576,259
$
4,286,197
Net appreciation (depreciation) in fair value of investments
14,683,064
(1,655,390)
Total investment income
18,259,323
2,630,807
Interest income, participant notes receivable
103,644
83,678
Contributions:
Employer
3,230,980
3,162,787
Participant
5,090,433
5,344,961
Total contributions
8,321,413
8,507,748
Total additions
26,684,380
11,222,233
Deductions
Payment of benefits
21,780,834
9,207,245
Total deductions
21,780,834
9,207,245
Net increase
4,903,546
2,014,988
Net assets available for benefits:
Beginning of year
143,900,423
141,885,435
End of year
$
148,803,969
$
143,900,423
The accompanying notes are an integral part of the financial statements.
Quaker Chemical Corporation
Retirement Savings Plan
Notes to Financial Statements
5
NOTE 1 – DESCRIPTION OF PLAN
The following description of the Quaker Chemical Corporation Retirement Savings Plan (the “Plan”) provides only general
information. The Plan document provides a complete description of the Plan’s provisions.
General
The Plan is a defined contribution plan for certain U.S. employees of Quaker Chemical Corporation (the “Company”) and
participating employers (AC Products, Inc. (“AC”), Epmar Corporation (“Epmar”), Summit Lubricants, Inc. (“Summit”) and ECLI
Products, LLC (“ECLI”)). The Plan is administered by the Retirement Savings Plan Committee , which is appointed by the
Company’s Board of Directors, and is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”).
Employees of the Company and adopting affiliates are eligible to participate in the Plan on their first day of employment or as soon as
administratively practicable thereafter, unless specified differently in any bargaining unit agreement.
Plan Amendments
Effective January 1, 2019 pursuant to Ame ndment No. 4 to the amendment and restatement of the Plan dated January 1, 2016 (the
“2016 Restatement”), the Plan was amended to: (i) comply with the final Department of Labor regulations regarding disability claims
and appeals procedures; (ii) clarify certain provisions relating to the merger between the Company and G.W. Smith & Sons and to
clarify that employees of ECLI are not eligible for certain contributions under the Plan; and (iii) modify the definition of compensation
to exclude moving expenses.
Effective January 1, 2020, the Plan was amended and restated as the “Quaker Houghton Retirement Savings Plan” (the “2020
Restatement”), merging the Houghton International Inc. Tax Advantaged Capital Accumulation Plan (the “Houghton Plan”) and the
Wallover Enterprises Inc. Profit Sharing Plan and Trust (the “Wallover Plan”) into the Plan. The 2020 Restatement changed the Plan
to: (i) incorporate amendments adopted after the 2016 Restatement; (ii) add Houghton International Inc. and Wallover Oil Company,
Inc. as participating employers in the Plan; (iii) clarify the definition of compensation; (iv) increase the deferral limitation from 50%
to 75% of compensation; (v) increase the automatic enrollment percentage to 6% of compensation with automatic increases up to 10%
of compensation; (vi) permit hardship withdrawals for all vested amounts; (vii) permit qualified reservist distributions and deemed
severance distributions; and (viii) increase involuntary cash-outs to $5,000 or less (with automatic rollovers above $1,000).
Effective March 1, 2020 pursuant to Amendment No. 1 to the 2020 Restatement, the Plan was amended to automatically enroll
eligible employees hired on or after March 1, 2020 as of the first pay date on or after the 30th day after their hire date.
Effective February 10, 2020 pursuant to Amendment No. 2 to the 2020 Restatement, the Plan was amended to clarify eligibility for
nonelective contributions for certain collectively bargained employees.
Effective April 17, 2020 pursuant to Amendment No. 3 to the 2020 Restatement, the Plan was amended to permit matching
contributions and nonelective contributions to be made in cash or in Company common stock, in the sole discretion of the Retirement
Savings Plan Committee.
Contributions
Participants may elect to contribute on a before-tax and/or after-tax basis any whole percentage of their compensation as defined, up to
50% (increased to 75% effective as of January 1, 2020), during the year, not to exceed the annual Internal Revenue Code (“IRC”)
limits. At the discretion of the Retirement Savings Plan Committee , the Plan matches 50% of the first 6% of compensation as defined
that is contributed to the Plan, with a maximum matching contribution of 3% of compensation. No changes were made to the
discretionary matching provision during 2019 or 2018. In addition, the Plan provides for non-elective nondiscretionary contributions
on behalf of participants who have completed one year of service equal to 3% of the eligible participant's compensation , as defined.
The Company’s Board of Directors (and AC’s Board of Directors with respect to AC participants) reserves the right to make future
discretionary non-elective contributions, which are allocated on the basis of eligible participants’ compensation, as defined. Upon
completing one year of service, an eligible participant is eligible to receive discretionary non-elective contributions on the first day of
the month coinciding with or following the date on which the participant meets the one year of service requirement . Epmar, Summit
and ECLI participants are not eligible for discretionary non-elective contributions.
Participants who are eligible to make contributions and who have or will attain age 50 before the end of the Plan year are eligible to
make catch-up contributions in accordance with, and subject to, the limitations of IRC Section 414(v). No Company matching
contributions are made with respect to catch-up contributions.
There were no non-cash contributions made by the Company during the years ended December 31, 2019 and 2018.
Quaker Chemical Corporation
Retirement Savings Plan
Notes to Financial Statements - Continued
6
Participant Accounts
Each participant’s account is credited or deducted with the participant’s contribution and any applicable direct expenses and allocation
of the Company’s contributions and any Plan earnings and losses. Allocations are based on participant earnings, accoun t balances, or
specific participation transactions, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the
participant’s vested account balance.
Participant Notes Receivable
Participants may borrow from their fund accounts (other than amounts invested in the Company Stock Fund) an amount limited to the
lesser of $50,000 or 50% of the participant’s vested account balance. The loans bear interest at a rate equal to the prevailing rate of
interest charged for similar loans by lending institutions in the community (generally the prime rate), plus 1%. The term of each
participant loan generally may not exceed five years except for the purchase of principal residence loans. Interest rates on outstanding
participant notes receivable at December 31, 2019 ranged from 4.25% to 6.50%. Principal and interest is paid ratably through periodic
payroll deductions. Loan application fees and annual maintenance fees on all outstanding loans are paid by the participant.
Additionally, pursuant to the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), participants that have an existing
loan from the Plan or take a new loan that has a first repayment date on or before December 31, 2020 may extend the period for loan
repayments up to one year.
Payment of Benefits
Generally, upon separation of service, for any reason, a participant may receive a lump sum amount equal to the value of the
participant’s account. In addition, a participant may elect to take an in-service distribution from their rollover account prior to
reaching age 59 ½, and from all accounts upon reaching age 59 ½. If a participant’s vested account balance exceeds $1,000, the
participant may defer payment until April 1 following the year the participant reaches age 70 ½ or following the year in which the
participant terminates employment, if later. Effective January 1, 2020, pursuant to the Setting Every Community Up for Retirement
Enhancement Act of 2019 (“SECURE Act”), the required minimum distribution age was raised to 72 from 70 ½.
Additionally, pursuant to the CARES Act, the Plan allows coronavirus-related penalty -free distributions made to qualified individuals,
as defined in the CARES Act. The maximum distribution is the lesser of the vested portion of the participant's account balance in the
Plan or $100,000.
Hardship Withdrawals
Participants who are actively employed and who meet certain requirements may take a hardship withdrawal from their elective
contributions. Participants who receive a hardship withdrawal will not be eligible to make contributions for six months following the
receipt of the hardship withdrawal.
Effective January 1, 2020, pursuant to the SECURE Act, participants who receive a hardship
withdrawal are eligible to immediately make contributions following the receipt of the hardship withdrawal.
Vesting
Upon entering the Plan, participants are fully vested in Company matching contributions, Company discretionary non -elective
contributions, Company nondiscretionary non-elective contributions and employee deferrals plus actual earnings.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA.
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The Plan’s financial statements are prepared on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein,
and disclosure of contingent assets and liabilities. The most significant estimate is the determination of the fair values of the Plan’s
investments. Actual results could differ from those estimates.
Quaker Chemical Corporation
Retirement Savings Plan
Notes to Financial Statements - Continued
7
Administration of Plan Assets
The Plan’s assets are held by a collective trust managed by an affiliate of Vanguard Fiduciary Trust Company (“VFTC”), which acts
as the Trustee for Plan investments. Certain administrative functions are performed by officers or employees of the Company. No
such officer or employee receives compensation from the Plan. Substantially all administrative expenses, including the Trustee’s and
audit fees, are paid directly by the Company and are therefore excluded from these financial statements.
Investment Valuation and Income Recognition
The Plan’s investments are recorded at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date. Plan management determines the Plan’s
valuation policies utilizing information provided by the Trustee. Refer to Note 4 – Fair Value Measures for further information.
Purchases and sales of investments are recorded on a trade-date basis. Net appreciation (depreciation) in fair value of investments
includes gains and losses on investments bought and sold during the year as well as unrealized gains and losses on those held at year
end. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are
included in dividend income.
Net investment returns reflect certain fees paid by the investment funds, which include costs for portfolio management, administrative
and other services as described in each fund’s prospectus. These fees are deducted by the investment funds prior to allocation of the
Plan’s investment earnings activity and are therefore not separately identified as Plan expenses.
Participant Notes Receivable
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Interest
income is recorded on the accrual basis. No allowance for credit losses was recorded as of December 31, 2019 or 2018. Delinquent
notes receivable from participants are recorded as a benefit payment when the Plan Administrator deems the participant note
receivable to be in default based on the terms of the Plan document.
Payment of Benefits
Benefits are recorded when paid.
Recently Issued Accounting Standards
In February 2017, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2017- 06,
Plan Accounting: Defined Benefit
Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965):
Employee Benefit Plan Master Trust Reporting.
a master trust and the change in the value of the interest as separate line items on the statement of net assets available for benefits and
the statement of changes in net assets available for benefits, respectively. The update requires a plan to disclose the master trust’s
other assets and liabilities, as well as the dollar amount of its interest in these balances. In addition, the amendments in this update
remove the requirement to disclose the percentage interest in the master trust for plans with divided interest and requires that a plan
disclose the dollar amount of its interest in the general types of investments held by the master trust. The amendments in this update
are effective for fiscal years beginning after December 15, 2018, and should be applied on a retrospective basis for the periods
presented. The Plan adopted the guidance in 2019 with no impact to its financial statements.
NOTE 3 – RISKS AND UNCERTAINTIES
Investment securities are exposed to various risks such as interest rate, credit and overall market volatility. Due to the risks associated
with investment securities, it is possible that changes in the values of investment securities will occur in the near term and that such
changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for
benefits. The Plan therefore provides for investment options in various investment securities, which allows participants to diversify
their securities portfolios and mitigate these risks.
The following table shows details on investments that represent a concentration of greater than 10% of the Plan’s net assets:
December 31, 2019
December 31, 2018
Investments
Balance
% of Net assets
Balance
% of Net assets
Vanguard 500 Index Fund
$
19,709,441
13%
$
17,432,090
12%
Quaker Chemical Corporation Common Stock Fund
34,363,906
23%
43,622,392
30%
Due the concentration of investments denoted above, in addition to the level of risk associated with certain investments, it is at least
reasonably possible that changes in the value of investments will occur in the near term and that such changes could materially affect
participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits.
Quaker Chemical Corporation
Retirement Savings Plan
Notes to Financial Statements - Continued
8
NOTE 4 – FAIR VALUE MEASURES
The Plan applies the guidance of the FASB regarding fair value measurements, which establishes a common definition for fair value.
Specifically, the guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into
three broad levels. The following is a brief description of those three levels:
●
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
●
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include
quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in
markets that are not active.
●
Level 3: Unobservable inputs that reflect the reporting entity’s own assumptions.
The following is a description of the valuation methodologies used for the investments measured at fair value, including the general
classification of such instruments pursuant to the valuation hierarchy:
Registered Investment Companies
The shares of registered investment companies, which represent the Net Asset Value (“NAV”) of shares held by the Plan, are valued
based on quoted market prices on an exchange in an active market and are classified as Level 1 investments.
Common Stock Fund
The common stock fund is comprised of investments in the Quaker Chemical Corporation Stock Fund, which is composed of shares of
the Company and uninvested cash. The shares of the Company are traded on an exchange in an active market and are classified as a
Level 1 investment.
Participant-Directed Brokerage Account
The participant-directed brokerage account is mainly composed of investments in common stock and registered investment companies,
which are valued based on quoted market prices on an exchange in an active market and are classified as Level 1 investments.
Common/Collective Trust
The Plan also invests in a common/collective trust, the Vanguard Retirement Savings Trust (the “Trust”), a stable value fund that
invests in the Va nguard Retirement Savings Master Trust (“VRSMT”). The VRSMT is composed of an investment in fully
benefit-responsive contracts that are issued by insurance companies and commercial banks and in contracts that are backed by
bond funds and trusts that are selected by Vanguard Fiduciary Trust Employer, the Trustee. Contract value, as reported by
VRSMT, is the amount participants would receive if they were to initiate a permitted transaction under the terms of the Plan, and
also, represents contributions made under the contract, plus earnings, less participant withdrawals. Participants may ordinarily
direct the withdrawal or transfer of all or a portion of their investment at contract value. Certain events limit the Plan’s ability to
transact at contract value, including: 1) premature termination of the contracts by the Plan; 2) Plan termination; and 3) bankruptcy
of the Plan sponsor. The Plan administrator does not believe that any events that would limit the Plan’s ability to transact at
contract value with Plan participants are probable of occurring. Contract issuers may terminate and settle the contracts at other
than contract value if there is a change in qualification status of a participant, sponsor or plan, a breach of material obligations
under the contract and misrepresentation by the contract holder or failure of the underlying portfolio to conform to pre-established
investment guidelines. The Trust is valued at the NAV of units held at year end. The NAV, as provided by the Trustee, is used as
a practical expedient to estimate fair value. The NAV ($1 at each December 31, 2019 and 2018) is based on the fair value of the
underlying investments less any liabilities. The practical expedient would not be used when it is determined to be probable that
the Trust will sell the investment for an amount different than the reported NAV. The Trust has a fair value of $14,053,213 and
$13,976,759 as of December 31, 2019 and 2018, respectively, with no unfunded commitments, daily pricing frequency, and daily
redemption notice periods.
The valuation methodologies described above may produce fair value calculations that may not be indicative of net realizable value or
reflective of future fair values. Furthermore, while the Plan believes its valuation methodologies are appropriate and consistent with
other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement at the reporting date. There have been no significant changes in
methodologies used or transfers between levels during the years ended December 31, 2019 and 2018.
Quaker Chemical Corporation
Retirement Savings Plan
Notes to Financial Statements - Continued
9
As of December 31, 2019 and 2018, the Plan’s investments measured at fair value on a recurring basis were as follows:
Fair Value Measurements at December 31, 2019
Total
Using Fair Value Hierarchy
Investments
Fair Value
Level 1
Level 2
Level 3
Registered investment companies
$
96,372,576
$
96,372,576
$
—
$
—
Common stock fund
34,363,906
34,363,906
—
—
Participant-directed brokerage accounts
1,765,176
1,765,176
—
—
Total investments in fair value hierarchy
$
132,501,658
$
132,501,658
$
—
$
—
Common/collective trust measured at NAV *
14,053,213
Total investments
$
146,554,871
$
132,501,658
$
—
$
—
Fair Value Measurements at December 31, 2018
Total
Using Fair Value Hierarchy
Investments
Fair Value
Level 1
Level 2
Level 3
Registered investment companies
$
82,967,513
$
82,967,513
$
—
$
—
Common stock fund
43,622,392
43,622,392
—
—
Participant-directed brokerage accounts
1,331,432
1,331,432
—
—
Total investments in fair value hierarchy
$
127,921,337
$
127,921,337
$
—
$
—
Common/collective trust measured at NAV *
13,976,759
Total investments
$
141,898,096
$
127,921,337
$
—
$
—
* Certain investments that are measured at fair value using the NAV per share (or its equivalent) have not been classified in the fair value hierarchy. The fair value
amounts presented in these tables are intended to permit reconciliation of the fair value hierarchies to the line items presented in the statements of net assets available
for benefits.
NOTE 5 – RELATED PARTY AND PARTY -IN-INTEREST TRANSACTIONS
The Plan invests in shares of mutual funds and a collective trust managed by an affiliate of VFTC, which acts as the Trustee for Plan
investments.
In addition, shares of Company common stock included in the Quaker Chemical Corporation Stock Fund are offered as an investment
to Plan participants. As of December 31, 2019 and 2018, the Plan held 208,874 and 245,470 shares of common stock of Quaker
Chemical Corporation, respectively, with a fair value of $34,363,906 and $43,622 ,392. Total sales at market value related to the
Quaker Chemical Corporation Stock Fund for the year ended December 31, 2019 was $14,730,685. Total contributions into the
Quaker Chemical Corporation Stock Fund for the year ended December 31, 2019 was $611,288. Transactions in such investments
qualify as party-in-interest transactions and are exempt from the prohibited transaction rules.
Participant notes receivable qualify as party-in-interest transactions and are exempt from the prohibited transaction rules.
NOTE 6 – TAX STATUS
The IRS informed the Company by letter dated November 15, 2017 that the Plan is qualified under IRC Section 401(a). The Plan has
since been amended, however, the Plan administrator continues to believe the Plan is currently designed and being operated in
compliance with the applicable requirements of the IRC. The Plan administrator has not identified any uncertain tax positions which
would require adjustment to or disclosure in the Plan’s financial statements. The IRS has the ability to examine the Plan’s tax return
filings for all open tax years, which generally relate to the three prior years; however, there are currently no audits for any tax periods
in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2016.
NOTE 7 – SUBSEQUENT EVENTS
The Company and the Plan have evaluated subsequent events through the date that these financial statements were available to be
issued, and there were no subsequent events which would require an adjustment or additional disclosures to the financial statements.
Schedule I
Quaker Chemical Corporation
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
As of December 31, 2019
Quaker Chemical Corporation Retirement Savings Plan, EIN 23 -0993790, PN 112
Attachment to Form 5500, Schedule H, Part IV, Line 4 (i):
10
(a)
(b) Identity of issue, borrower, lessor, or similar party
(c) Description of investment
including maturity date, rate of
interest, collateral, par, or
maturity value
(e) Current
Value
Columbia Small Cap Growth Fund, Inc
Registered Investment Company
$
5,673,213
*
Vanguard 500 Index Fund Investor Shares
Registered Investment Company
19,709,441
*
Vanguard Balanced Index Fund Investor Shares
Registered Investment Company
3,750,774
*
Vanguard Extended Market Index Fund Investor Shares
Registered Investment Company
4,887,719
*
Vanguard Federal Money Market Fund
Registered Investment Company
155,483
*
Vanguard International Growth Fund Investor Shares
Registered Investment Company
4,979,087
*
Vanguard Target Retirement 2015 Fund
Registered Investment Company
1,183,974
*
Vanguard Target Retirement 2020 Fund
Registered Investment Company
5,483,289
*
Vanguard Target Retirement 2025 Fund
Registered Investment Company
8,658,762
*
Vanguard Target Retirement 2030 Fund
Registered Investment Company
6,603,206
*
Vanguard Target Retirement 2035 Fund
Registered Investment Company
4,192,292
*
Vanguard Target Retirement 2040 Fund
Registered Investment Company
3,846,919
*
Vanguard Target Retirement 2045 Fund
Registered Investment Company
2,184,620
*
Vanguard Target Retirement 2050 Fund
Registered Investment Company
1,919,949
*
Vanguard Target Retirement 2055 Fund
Registered Investment Company
1,949,365
*
Vanguard Target Retirement 2060 Fund
Registered Investment Company
399,475
*
Vanguard Target Retirement 2065 Fund
Registered Investment Company
931
*
Vanguard Target Retirement Income
Registered Investment Company
2,304,924
*
Vanguard Total Bond Market Index Fund Investor Shares
Registered Investment Company
7,620,975
*
Vanguard Total International Bond Index Fund Investor Shares
Registered Investment Company
338,844
*
Vanguard U.S. Growth Fund Investor Shares
Registered Investment Company
6,473,126
*
Vanguard Windsor II Fund Investor Shares
Registered Investment Company
4,056,208
*
Vanguard Brokerage Option
Self-Directed Brokerage Accounts
1,765,176
*
Vanguard Retirement Savings Trust
Common/Collective Trust
14,053,213
*#
Quaker Chemical Corporation
Common Stock Fund
34,363,906
*
Participant notes receivable
(4.25% to 6.50%)
2,076,394
$
148,631,265
*
# Related party
(d) Column (d) is omitted as cost is not required for participant directed investments
11
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized.
Quaker Chemical Corporation Retirement Savings Plan
June 18, 2020
By:
/s/ Mary Dean Hall
Mary Dean Hall, Senior Vi ce President, Chief Financial Officer
and Treasurer
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement (No. 333-208188, 333-159513, 333-115713, 033-54158)
on Form S-8 of our report dated June 18, 2020, which appears in this annual report on Form 11 -K of the Quaker Chemical
Corporation Retirement Savings Plan for the year ended December 31, 2019.
/s/ Baker Tilly Virchow Krause, LLP
Philadelphia, Pennsylvania
June 18, 2020
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Quaker Chemical Corporation Retirement Savings Plan
Conshohocken, Pennsylvania
We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (333-208188, 333-159513, 333-
115713, 033-54158) of Quaker Chemical Corporation of our report dated June 20, 2019, relating to the financial statements of the
Quaker Chemical Corporation Retirement Savings Plan which appear in this Form 11-K for the year ended December 31, 2019.
/s/ BDO USA, LLP
Philadelphia, Pennsylvania
June 18, 2020