UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant’s definitive Proxy Statement relating to the 2022 Annual Meeting of Shareholders are incorporated by reference into Part III.
1
QUAKER CHEMICAL CORPORATION
Table of Contents
Page
Part I
Item 1.
Business.
2
Item 1A.
Risk Factors.
7
Item 1B.
Unresolved Staff Comments.
18
Item 2.
Properties.
18
Item 3.
Legal Proceedings.
18
Item 4.
Mine Safety Disclosures.
18
Item 4(a).
Information about our Executive Officers.
19
Part II
Item 5.
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
21
Item 6.
Selected Financial Data.
22
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
23
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
40
Item 8.
Financial Statements and Supplementary Data.
42
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
93
Item 9A.
Controls and Procedures.
93
Item 9B.
Other Information.
94
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
94
Part III
Item 10.
Directors, Executive Officers and Corporate Governance.
95
Item 11.
Executive Compensation.
95
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
95
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
95
Item 14.
Principal Accountant Fees and Services.
95
Part IV
Item 15.
Exhibits and Financial Statement Schedules.
96
Item 16.
Form 10-K Summary.
99
2
PART I
As used in this Annual Report on Form 10-K (the “Report”), the terms “Quaker Houghton,” the “Company,” “we,” and “our”
refer to Quaker Chemical Corporation (doing business as Quaker Houghton), its subsidiaries, and associated companies, unless the
context otherwise requires. The term Legacy Quaker refers to the Company prior to the closing of its combination with Houghton
International, Inc. (“Houghton”) (herein referred to as the “Combination”) on August 1, 2019. Throughout the Report, all figures
presented, unless otherwise stated, reflect the results of operations of the combined company for the years ended December 31, 2020
and 2021; and for the year ended December 31, 2019, the results of Legacy Quaker plus five months of Houghton’s operations post-
closing of the Combination on August 1, 2019.
Item 1.
Business.
General Description
The Company was organized in 1918, incorporated as a Pennsylvania business corporation in 1930, and in August 2019
completed the Combination with Houghton to form Quaker Houghton. Quaker Houghton is the global leader in industrial process
fluids. With a presence around the world, includi ng operations in over 25 countries, the Company’s customers include thousands of
the world’s most advanced and specialized steel, aluminum, automotive, aerospace, offshore, can, mining, and metalworking
companies. Quaker Houghton develops, produces, and markets a broad range of formulated chemical specialty products and offers
chemical management services (which we refer to as “Fluidcare
TM
”) for various heavy industrial and manufacturing applications
throughout its four segments: Americas; Europe, Middle East and Africa (“EMEA”); Asia/Pacific; and Global Specialty Businesses.
The major product lines of Quaker Houghton include metal removal fluids, cleaning fluids, corrosion inhibitors, metal drawing
and forming fluids, die cast mold releases, heat treatment and quenchants, metal forging fluids, hydraulic fluids, specialty greases,
offshore sub-sea energy control fluids, rolling lubricants, rod and wire drawing fluids and surface treatment chemicals. The following
are the respective contributions to consolidated net sales of each of our principal product lines representing more than 10% of
consolidated net sales for any of the past three years based on the Company’s current product line segmentation:
2021
2020
2019
Metal removal fluids
23.4
%
23.9
%
19.9
%
Rolling lubricants
22.2
%
21.8
%
21.9
%
Hydraulic fluids
13.6
%
13.3
%
13.0
%
Sales Revenue
A substantial portion of the Company’s sales worldwide are made directly through its own employees and its Fluidcare
TM
programs, with the balance sold through distributors and agents. The Company’s employees typically visit the plants of customers
regularly, work on site, and through training and experience, identify production needs which can be resolved or otherwise addressed
either by utilizing the Company’s existing products or by applying new formulations developed in its laboratories.
As part of the Company’s Fluidcare
TM
Where the Company acts as principal, revenues are recognized on a gross reporting basis at the selling price negotiated with its
customers. Where the Company acts as an agent for its customers, revenue is recognized on a net reporting basis at the amount of the
administrative fee earned by the Company for ordering the goods. See Note 5 of Notes to Consolidated Financial Statements in Item 8
of this Report.
Competition
The specialty chemical industry comprises a number of companies similar in size to the Company, as well as companies larger
and smaller than Quaker Houghton. The Company cannot readily determine its precise competitive position in every industry it
serves. However, the Company estimates it holds a leading global position in the market for industrial process fluids including
significant global positions in the markets for process fluids in portions of the automotive and industrial markets, and a leading
position in the market for process fluids to produce sheet steel and aluminum. The offerings of many of the Company’s competitors
differ from those of Quaker Houghton; some offer a broad portfolio of fluids, including general lubricants, while others have more
specialized product ranges. All competitors provide different levels of technical services to individual customers. Competition in the
industry is based primarily on the ability to supply products that meet the needs of the customer and provide technical services and
laboratory assistance to the customer, and to a lesser extent, on price.
Major Customers and Markets
In 2021, Quaker Houghton’s five largest customers (each composed of multiple subsidiaries or divisions with semi-autonomous
purchasing authority) accounted for approximately 10% of consolidated net sales, with its largest customer accounting for
approximately 3% of consolidated net sales. A significant portion of the Company’s revenues are realized from the sale of process
fluids and services to manufacturers of steel, aluminum, automobiles, aircraft, industrial equipment, and durable goods and, therefore,
Quaker Houghton is subject to the same business cycles as those experienced by these manufacturers and their customers.
3
The Company’s financial performance is generally correlated to the volume of global production within the industries it serves, rather
than directly related to the financial performance of its customers. Furthermore, steel and aluminum customers typically have limited
manufacturing locations compared to metalworking customers and generally use higher volumes of products at a single location.
Raw Materials
Quaker Houghton uses approximately 3,000 raw materials, including animal fats, vegetable oils, mineral oils, oleochemicals,
ethylene, solvents, surfactant agents, various chemical compounds that act as additives to our base formulations, and a wide variety of
other organic and inorganic compounds and various derivatives of the foregoing. The price of mineral oil and its derivatives can be
affected by the price of crude oil and industry refining capacity. Animal fat and vegetable oil prices, as well as the prices of other raw
materials, are impacted by their own unique supply and demand factors, and by biodiesel consumption which is affected by the price
of crude oil. Accordingly, significant fluctuations in the price of crude oil can have a material impact on the cost of these raw
materials. In addition, many of the raw materials used by Quaker Houghton are commodity chemicals which can experience
significant price volatility. As experienced during 2021, the Company’s earnings have been and could continue to be affected by
market changes in raw material prices. Reference is made to the disclosure contained in Item 7A of this Report.
Patents and Trademarks
Quaker Houghton has a limited number of patents and patent applications including patents issued, applied for, or acquired in the
U.S. and in various foreign countries, some of which may prove to be material to its business, with the earliest patent expiry in 2024.
The Company principally relies on its proprietary formulae and its applications know-how and experience to meet customer needs.
Quaker Houghton products are identified by numerous trademarks that are registered throughout its marketing area.
Research and Development—Laboratories
The Company maintains approximately thirty separate laboratory facilities worldwide that are primarily devoted to applied
research and development. In addition, the Company maintains quality control labs at each of its manufacturing facilities. Quaker
Houghton research and development is directed primarily toward applied technology since the nature of the Company’s business
requires continual modification and improvement of formulations to provide specialty chemicals to satisfy customer requirements. If
problems are encountered which cannot be resolved by local laboratories, the problem is referred to one of our ten principal
laboratories, located in Conshohocken, Pennsylvania; Valley Forge, Pennsylvania; Aurora, Illinois; Santa Fe Springs, California;
Uithoorn, the Netherlands; Coventry, United Kingdom; Dortmund, Germany; Barcelona, Spain; Turin, Italy or Qingpu, China.
Research and development costs are expensed as incurred. Research and development expenses during the years ended
December 31, 2021, 2020 and 2019 were $44.9 million, $40.0 million and $32.1 million, respectively.
Recent Acquisition Activity
The Company has completed several recent acquisitions that expand its strategic product offerings and increase the Company's
presence in its core industries. The Company's 2021 and 2022 acquisitions consist of:
●
In January 2022, the Company acquired a business related to the sealing and impregnation of metal castings for the
automotive sector, as well as impregnation resin and impregnation systems for metal parts for approximately $1.4 million.
This business expands the Company's geographic presence in Germany as well as broadens its product offerings and service
capabilities within its existing impregnation business that was initially entered into as part of its past acquisition of Norman
Hay.
●
In January 2022, the Company acquired a business that provides pickling inhibitor technologies for the steel industry,
drawing lubricants and stamping oil for metalworking, and various other lubrication, rust preventative, and cleaner
applications, for approximately $8.0 million. This business broadens the Company’s product offerings within its existing
metals and metalworking business in the Americas region.
●
In November 2021, the Company acquired a business that provides hydraulic fluids, coolants, cleaners, and rust preventative
oils for approximately $3.7 million. This business expands the Company’s geographic presence in Turkey as well as
broadens its product offerings within its existing metalworking business.
●
In November 2021, the Company acquired Baron Industries ("Baron"), a U.S. based privately held company that provides
vacuum impregnation services of castings, powder metal and electrical components for an initial payment of approximately
$7.1 million. Baron expands the Company's geographic presence as well as broadens its product offerings and service
capabilities within its existing impregnation business.
●
In September 2021, the Company acquired the remaining interest in Grindaix-GmbH (“Grindaix”), a Germany-based, high-
tech provider of coolant control and delivery systems for approximately $2.9 million. Previously, in February 2021, the
Company acquired a 38% ownership interest in Grindaix for approximately $1.7 million. Grindaix expands the Company's
geographic presence in Germany and broadens its product offerings and service capabilities within its equipment solutions
and fluid intelligence business.
4
●
In June 2021, the Company acquired certain assets for the Company’s chemical milling maskants product line for
approximately $2.8 million.
●
In February 2021, the Company acquired a tin-plating solutions business for the steel end market for approximately $25.0
million. This business broadens the Company’s product offerings within its existing metals business globally.
Impact of COVID-19
The global outbreak of COVID-19, and its variants, has negatively impacted all locations where the Company does business.
Although the Company has now operated in this COVID-19 environment for almost two years, the full extent of the outbreak and
related business impacts continue to remain uncertain and volatile. This outbreak has significantly disrupted the operations of the
Company and those of its suppliers and customers. Management continues to monitor the impact that the COVID-19 pandemic is
having on the Company, the overall specialty chemical industry, and the economies and markets in which the Company operates.
Regulatory Matters
In order to facilitate compliance with applicable federal, state, and local statutes and regulations relating to occupational health
and safety and protection of the environment, the Company has an ongoing program of site assessment for the purpose of identifying
capital expenditures or other actions that may be necessary to comply with such requirements. The program includes periodic
inspections of each facility by the Company and/or independent experts, as well as ongoing inspections and training by on-site
personnel. Such inspections address operational matters, record keeping, reporting requirements and capital improvements. Capital
expenditures directed solely or primarily to regulatory compliance amounted to approximately $4.2
million, $3.7 million and $4.4
million during the years ended December 31, 2021, 2020 and 2019, respectively.
Company Segmentation
The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s
internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating
decision maker assesses the Company’s performance. The Company has four reportable segments: (i) Americas; (ii) EMEA; (iii)
Asia/Pacific; and (iv) Global Specialty Businesses. See Note 4 of Notes to Consolidated Financial Statements in Item 8 of this Report.
Non-U.S. Activities
Since significant revenues and earnings are generated by non-U.S. operations, the Company’s financial results are affected by
currency fluctuations, particularly between the U.S. dollar and the euro, the British pound sterling, the Brazilian real, the Mexican
peso, the Chinese renminbi and the Indian rupee, and the impact of those currency fluctuations on the underlying economies.
Reference is made to (i) the foreign exchange risk information contained in Item 7A of this Report, (ii) the geographic information in
Note 4 of Notes to Consolidated Financial Statements included in Item 8 of this Report, and (iii) information regarding risks attendant
to foreign operations included in Item 1A of this Report.
Number of Employees
On December 31, 2021, Quaker Houghton had approximately 4,700 full-time employees globally of whom approximately 1,200
were employed by the parent company and its U.S. subsidiaries, and approximately 3,500 were employed by its non-U.S. subsidiaries.
Associated companies of Quaker Houghton (in which it owns 50% or less and has significant influence) employed approximately 600
people on December 31, 2021.
Core Values
Quaker Houghton considers its employees as its greatest strength in differentiating our business and strengthening our market
positions. We have established core values that are inclusive of embracing diversity and creating a culture where we learn from and
are inspired by the many cultures, backgrounds and knowledge of our team members. The Company’s goal is to have an organization
that is inclusive of all its people and is representative of the communities in which we operate.
The Company’s core values are (i) live safe; (ii) act with integrity; (iii) drive results; (iv) exceed customer expectations; (v)
embrace diversity; and (vi) do great things together. Our core values embody who we are as a company, guide our decisions and
inspire us. Our commitment to these values, in words and actions, builds a safer, stronger Quaker Houghton, and these values guide
the Company’s internal conduct and its relationship with the outside world. By fostering a culture and environment that exemplifies
our core values, we gain, as a company, unique perspectives, backgrounds and varying experiences to ensure continued long-term
success. The Company respects and values all of its employees and believes inclusion, diversity and equality are essential pillars to
drive the Company’s success.
Sustainability Report
We report our progress on Environmental, Social, and Governance (“ESG”) milestones in our sustainability report, which is
published annually and is available free of charge on our corporate website at home.quakerhoughton.com/sustainability. The
Company’s 2020 Sustainability Report reflects the most recent available data on a variety of topics, including specific information
5
relating to the Company’s: (i) environmental footprint and climate change commitments; (ii) diversity initiatives; (iii) safety initiatives
and performance; and (iv) training courses our employees have completed. Information in these sustainability reports and on our
website are not incorporated by reference in this Report and, accordingly, should not be considered part of this Report.
Environmental Strategy
In 2020, we established the Board Sustainability Committee, which has specific responsibility to assist the Board of Directors (the
“Board”) in its assessment, evaluation, and oversight of the Company’s sustainability programs and initiatives pertaining to the
Company’s business, operations, and employees. In formulating our environmental strategy, our Executive Leadership Team (“ELT”)
and Board consider certain risks and uncertainties that may materially impact our financial condition and results of operations. These
risks and uncertainties are further described in Item 1A of this Report.
In 2021, we set a target to achieve carbon neutrality in our global operations by 2030 and net zero emissions across our entire
value chain by 2050. The Company established 15 long-term goals, based on the results of the Company's 2020 materiality
assessment, which was completed with input from customers, investors, suppliers, and internal stakeholders. Our 15 long-term goals
are closely aligned with the United Nations Sustainable Development Goals. We also identified short - and medium-term milestones
that may help support the achievement of our 2030 targets.
Talent Management and Retention
Maintaining a robust pipeline of talent is crucial to our continued success and is a key aspect of succession planning efforts across
the organization. Our ELT and human resources teams are responsible for attracting and retaining top talent by facilitating an
environment where employees want to show up to work and do great things together. To achieve sustained high performance,
management invests in the development, safety, and wellbeing of our employees. Among other metrics, we measure training hours,
turnover, time to hire, and diversity hiring to assess our progress in these areas.
Additionally, we regularly evaluate our compensation and benefits packages for our employees, including health and wellness
benefits, paid-time off policies, monetary compensation, and educational reimbursements, to ensure that our total compensation and
benefits packages are aligned with our business strategy, organizational culture, and diversity and inclusion philosophy while ensuring
that we remain competitive in the markets we serve while following local and statutory wage and benefits laws and guidelines.
Diversity, Equity, and Inclusion
As a global company, we want to build an organization that is inclusive of all people and representative of the communities in
which we operate. Quaker Houghton provides equal employment opportunities and does not discriminate based on age, ethnicity,
gender identity, disability / medical, race, religion, or sexual orientation. We believe that diversity and inclusion are embodied by
having working norms and cultural familiarities whereby employees feel included, engaged, and rewarded, regardless of their
background or where they sit in the organization.
Inclusion and diversity begin with the Board and ELT. The Board is comprised of twelve individuals with diverse experience and
credentials, selected for their business acumen and ability to challenge and add value to management. Our current Board composition
includes two female and four racially diverse directors out of a total of twelve directors. For additional information on the Company’s
leadership, refer to Item 4(a) Information about our Executive Officers and Item 10. Directors, Executive Officers and Corporate
Governance.
We published our workforce demographics in our Sustainability Report. By publicly disclosing our workforce demographics, we
increase transparency in the composition of our workforce as well as facilitate accountability in achieving progress in our diversity
goals, including ensuring that diverse candidates are actively considered for roles throughout the organization.
Workplac e Safety
We are committed to maintaining a strong safety culture and to emphasizing the importance of our employees’ role in identifying,
mitigating and communicating safety risks. We maintain policies and operational practices that communicate a culture where all
levels of employees are responsible for safety. We believe that the achievement of superior safety performance is both an important
short-term and long-term strategic goal in managing our operations. We emphasize ten “lifesaving” rules which make a significant
difference in preventing serious injuries and fatalities. We also require all employees to regularly complete safety training.
Additionally, our ELT is closely involved in our safety programs and conducts regular reviews of safety performance metrics and
reviews the Company’s safety performance during Company-wide meetings.
Quaker Houghton on the Internet
Financial results, news and other information about Quaker Houghton can be accessed from the Company’s website at
https://www.quakerhoughton.com . This site includes important information on the Company’s locations, products and services,
financial reports, news releases and career opportunities. The Company’s periodic and current reports on Forms 10-K, 10-Q, 8-K, and
other filings, including exhibits and supplemental schedules filed therewith, and amendments to those reports, filed with the Securities
and Exchange Commission (“SEC”) are available on the Company’s website, free of charge, as soon as reasonably practicable after
they are electronically filed with or furnished to the SEC. Information contained on, or that may be accessed through, the Company’s
website is not incorporated by reference in this Report and, accordingly, you should not consider that information part of this Report.
6
Factors that May Affect Our Future Results
(Cautionary Statements under the Private Securities Litigation Reform Act of 1995)
Certain information included in this Report and other materials filed or to be filed by Quaker Chemical Corporation with the SEC,
as well as information included in oral statements or other written statements made or to be made by us, contain or may contain
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. These statements can be identified by the fact that they do not relate strictly to
historical or current facts. We have based these forward-looking statements, including statements regarding the potential effects of the
COVID-19 pandemic and global supply chain constraints on the Company’s business, results of operations, and financial condition,
our expectation that we will maintain sufficient liquidity and remediate any of our material weaknesses in internal control over
financial reporting, and statements regarding the impact of increased raw material costs and pricing initiatives on our current
expectations about future events.
These forward-looking statements include statements with respect to our beliefs, plans, objectives, goals, expectations,
anticipations, intentions, financial condition, results of operations, future performance, and business, including:
•
the potential benefits of the Combination and other acquisitions;
•
the impacts on our business as a result of the COVID-19 pandemic and any projected global economic rebound or
anticipated positive results due to Company actions taken in response;
•
cost increases in prices of raw materials and the impacts of constraints and disruptions in the global supply chain;
•
our current and future results and plans including our sustainability goals ; and
•
statements that include the words “may,” “could,” “should,” “would,” “believe,” “expect,” “anticipate,” “estimate,”
“intend,” “plan” or similar expressions.
Such statements include information relating to current and future business activities, operational matters, capital spending, and
financing sources. From time to time, forward-looking statements are also included in the Company’s other periodic reports on Forms
10-K, 10-Q and 8-K, press releases, and other materials released to, or statements made to, the public.
Any or all of the forward-looking statements in this Report, in the Company’s Annual Report to Shareholders for 2021 and in any
other public statements we make may turn out to be wrong. This can occur as a result of inaccurate assumptions or as a consequence
of known or unknown risks and uncertainties. Many factors discussed in this Report will be important in determining our future
performance. Consequently, actual results may differ materially from those that might be anticipated from our forward-looking
statements.
We undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future
events or otherwise. However, any further disclosures made on related subjects in the Company’s subsequent reports on Forms 10-K,
10-Q, 8-K and other related filings should be consulted. A major risk is that demand for the Company’s products and services is
largely derived from the demand for our customers’ products, which subjects the Company to uncertainties related to downturns in a
customer’s business and unanticipated customer production slowdowns and shutdowns, including as is currently being experienced by
many automotive industry companies as a result of supply chain disruption. Other major risks and uncertainties include, but are not
limited to, the primary and secondary impacts of the COVID-19 pandemic, including actions taken in response to the pandemic by
various governments, which could exacerbate some or all of the other risks and uncertainties faced by the Company, as well as the
potential for significant increases in raw material costs, supply chain disruptions, customer financial instability, worldwide economic
and political disruptions such as the current conflict between Russia and Ukraine , foreign currency fluctuations, significant changes in
applicable tax rates and regulations, future terrorist attacks and other acts of violence. Furthermore, the Company is subject to the
same business cycles as those experienced by our customers in the steel, automobile, aircraft, industrial equipment, and durable goods
industries. The ultimate impact of COVID-19 on our business will depend on, among other things, the extent and duration of the
pandemic, the severity of the disease and the number of people infected with the virus including new variants, the continued
uncertainty regarding global availability, administration, acceptance and long-term efficacy of vaccines, or other treatments for
COVID-19 or its variants, the longer-term effects on the economy of the pandemic, including the resulting market volatility, and by
the measures taken by governmental authorities and other third parties restricting day-to-day life and business operations and the
length of time that such measures remain in place, as well as laws and other governmental programs implemented to address the
pandemic or assist impacted businesses, such as fiscal stimulus and other legislation designed to deliver monetary aid and other relief.
Other factors could also adversely affect us, including those related to the Combination and other acquisitions and the integration of
acquired businesses. Our forward-looking statements are subject to risks, uncertainties and assumptions about the Company and its
operations that are subject to change based on various important factors, some of which are beyond our control. These risks,
uncertainties, and possible inaccurate assumptions relevant to our business could cause our actual results to differ materially from
expected and historical results.
Therefore, we caution you not to place undue reliance on our forward-looking statements. For more information regarding these
risks and uncertainties as well as certain additional risks that we face, refer to the Risk Factors section, which appears in Item 1A of
this Report and in our quarterly and other reports filed from time to time with the SEC. This discussion is provided as permitted by
the Private Securities Litigation Reform Act of 1995.
7
Item 1A.
Risk Factors.
There are many factors that may affect our business and results of operations, including the following risks relating to: (1) the
demand for our products and services and our ability to grow our customer base; (2) our business operations, including internal and
external factors that may impact our operational continuity; (3) our international operations; (4) our supply chain; (5) domestic and
foreign taxation and government regulation and oversight; and (6) more general risk factors that may impact our business.
Risks Related to the Demand for our Products and Services and our Customer Base
Changes to the industries and markets that we serve could have a material adverse effect on our liquidity, financial position and
results of operations.
As the leader in industrial process fluids, the Company is subject to the same business cycles as those experienced by our
customers that participate in the steel, automobile, aircraft, industrial equipment, aerospace, aluminum and durable goods industries.
Because demand for our products and services is largely derived from the global demand for their products, we are subject to
uncertainties related to downturns in our customers’ businesses and unanticipated shutdowns or curtailments of our customers’
production, including as a result of adverse changes affecting national, regional and global economies or increased competitive
pressure within our customers’ industries. Our customers may experience deterioration of their businesses, cash flow shortages and
difficulty obtaining financing, leading them to delay or cancel plans to purchase products, and they may not be able to fulfill their
obligations in a timely fashion. We have limited ability to adjust our costs contemporaneously with changes in sales; thus, a
significant sudden downturn in sales due to reductions in global production within the industries we serve and/or weak end-user
markets could have a material adverse effect on our liquidity, financial position and results of operations. Further, our suppliers and
other business partners may experience similar conditions, which could impact their ability to fulfill their obligations to us and also
result in material adverse effects on our liquidity, financial position and results of operations.
Changes in competition in the industries and markets we serve could have a material adverse effect on our liquidity, financial
position and results of operations.
The specialty chemical industry is highly competitive and there are many companies with significant financial resources and/or
customer relationships that compete with us to provide similar products and services. Some competitors may be able to offer more
favorable or flexible pricing and service terms or, due to their larger size or greater access to resources, may be better able to adapt to
changes in conditions in our industries, fluctuations in the costs of raw materials or changes in global economic conditions, potentially
resulting in reduced profitability and/or a loss of market share for us. The pricing decisions of our competitors could lead us to
decrease our prices which could negatively affect our margins and profitability. In addition, our competitors could potentially
consolidate their businesses and gain scale or better position their product offerings, which could have a negative impact on our
profitability and market share. Competition in our industry historically has also been based on the ability to provide products that
meet the needs of the customer and render technical services and laboratory assistance, which our competitors may be able to
accomplish more effectively than we are able to do. Further, in connection with obtaining regulatory approval of the Combination, we
divested certain of Houghton’s products and related assets to a competitor which they may use to compete with us in certain areas
where we continue to sell those products. If we are unsuccessful with differentiating ourselves, it could have a material adverse effect
on our liquidity, financial position and results of operations and we could lose market share to our compe titors.
Loss of a significant customer, bankruptcy of a major customer, or the closure of or significant reduction in production at a
customer site could have a material adverse effect on our liquidity, financial position and results of operations.
During 2021, the Company’s top five largest customers (each composed of multiple subsidiaries or divisions with semi-
autonomous purchasing authority) together accounted for approximately 10% of our consolidated net sales, with the largest customer
accounting for approximately 3% of our consolidated net sales. The loss of a significant customer could have a material adverse effect
on our liquidity, financial position and results of operations. Also, a significant portion of our revenues is derived from sales to
customers in the cyclical steel, aerospace, aluminum and automotive industries, where bankruptcies have occurred in the past and
where companies have periodically experienced financial difficulties. If a significant customer experiences financial difficulties or
files for bankruptcy protection, we may be unable to collect on our receivables, and customer manufacturing sites may be closed, or
contracts voided. The bankruptcy of a major customer could therefore have a material adverse effect on our liquidity, financial
position and results of operations. Also, some of our customers, primarily in the steel, aluminum and aerospace industries, often have
fewer manufacturing locations compared to other metalworking customers and generally use higher volumes of products at a single
location. The loss, closure, or significant reduction in production at one or more of these locations or other major sites of a significant
customer could have a material adverse effect on our business.
We may not be able to timely develop, manufacture and gain market acceptance of new and enhanced products required to
maintain or expand our business, which could adversely affect our competitive position and our liquidity, financial position and
results of operations.
We believe that our continued success depends on our ability to continuously develop and manufacture new products and product
enhancements on a timely and cost-effective basis in response to customer demands for higher performance process chemicals and
other product offerings. Our competitors may develop new products or enhancements to their products that offer performance,
features and lower prices that may render our products less competitive or obsolete, and we may lose business and/or significant
8
market share. The development and commercialization of new products requires significant expenditures over an extended period of
time, and some products that we seek to develop may fail to gain traction or never become profitable. In any event, ongoing
investments in research and development for the future do not yield an immediate beneficial impact on our operating results and
therefore could result in higher costs without a proportional increase in revenues.
In addition, our customers use our specialty chemicals for a broad range of applications. Changes in our customers’ products or
processes or changes in regulatory, legislative or industry requirements may lead our customers to reduce consumption of the specialty
chemicals that we produce or make them unnecessary or less attractive. Customers may also adopt alternative materials or processes
that do not require our products. An example of such evolving customer demands and industry trends is the movement towards light
weighting of materials and electric vehicles. Should a customer decide to use a different material due to price, performance or other
considerations, we may not be able to supply a product that meets the customer’s new requirements. Consequently, it is important that
we develop new products to replace the products that mature and decline in use. Despite our efforts, we may not be able to develop
and introduce products incorporating new technologies in a timely manner that will satisfy our customers’ future needs or achieve
market acceptance. Moreover, new products may have lower margins than the products they replace. Our business, results of
operations, cash flows and margins could be materially adversely affected if we are unable to manage successfully the maturation or
obsolescence of our existing products and the introduction of new products.
Risks Related to Business Operations, Including Internal and External Factors that May Impact Our Operational Continuity
Our ability to profitably operate our consolidated company as anticipated requires us to effectively identify and consummate the
strategic acquisitions we identify and to successfully integrate these acquisitions into our consolidated operations. An inability to
appropriately capitalize on growth, including organic growth and future acquisitions, could adversely affect our liquidity, financial
position and results of operations.
We have completed several acquisitions over the past several years as discussed in Note 2 of the Notes to the Consolidated
Financial Statements included in Item 8 of this Report. Acquired companies may have significant latent liabilities that may not be
discovered before they are acquired and may not be reflected in the price we pay. Acquisitions also could have a dilutive effect on our
financial results and while they generally result in goodwill, goodwill could be impaired in the future resulting in a charge to earnings.
Our ability to implement our growth strategy may be limited by our ability to identify appropriate acquisition or joint venture
candidates, our financial resources, including available cash and borrowing capacity, and our ability to negotiate and complete suitable
arrangements. Further, the success of our growth depends on our ability to navigate risks such as those listed above and successfully
integrate acquisitions, including, but not limited to, our ability to:
●
successfully execute the integration or consolidation of the acquired or additional business into our existing processes and
operations;
●
develop or modify financial reporting, information systems and other related financial tools to ensure overall financial
integrity and adequacy of internal control procedures;
●
identify and take advantage of potential synergies, including cost reduction opportunities, while retaining legacy business and
other related attributes;
●
adequately address challenges arising from the increased scope, geographic diversity and complexity of our operations; and
●
further penetrate existing, and expand into new, markets with the product capabilities acquired in acquisitions.
If we fail to successfully integrate acquisitions into our existing business, our financial condition and results of operations could
be adversely affected. We may fail to obtain the benefits we anticipate from our recently completed or future acquisitions or joint
ventures and we may not create the appropriate infrastructure to support such additional growth from organic or acquired businesses,
which could also have a material adverse effect on our liquidity, financial position and results of operations.
Gulf and its wholly-owned subsidiary, QH Hungary Holdings Limited, have a significant minority stake in the Company and the
contractual ability to nominate certain directors of the Company, which may enable them to influence the direction of our business
and significant corporate decisions.
As a result of the Combination, Gulf and its wholly-owned subsidiary, QH Hungary Holdings Limited (together, the “Gulf
Affiliates”), have become our largest shareholders. If they were to make available for sale a portion of their shares, that portion could
represent a significant amount of common stock of the Company being sold which could have an adverse impact on the Company’s
stock price.
In addition, the Gulf Affiliates currently have the right to designate three individuals for election to the Board and this right,
together with their share ownership, gives them substantial influence over our business, including over matters submitted to a vote of
our shareholders, including the election of directors, amendment of our organizational documents, acquisitions or other business
combinations involving the Company, and potentially the ability to prevent extraordinary transactions such as a takeover attempt or
business combination. The concentration of ownership of our shares held by the Gulf Affiliates may make some future actions more
difficult without their support. The Gulf Affiliates, however, among other provisions in the shareholders agreement, have agreed that
9
for so long as any of their designees are on the Board, and for six months thereafter, they will vote all Quaker Houghton shares
consistent with the recommendations of the Board for each director nominee as reflected in each proxy statement of the Company,
including in support of any Quaker Houghton directors nominated for election or re-election to the Board (except as would conflict
with their rights to designees on the Board). Nevertheless, the interests of Gulf may conflict with our interests or the interests of our
other shareholders, though we are not aware of any such existing conflicts of interest at this time.
Failure to comply with any material provision of our principal credit facility or other debt agreements could have a material
adverse effect on our liquidity, financial position and results of operations.
We significantly increased our level of indebtedness in connection with the closing of the Combination. Our principal credit
facility requires the Company to comply with certain provisions and covenants, and, while we do not currently consider these
provisions and covenants to be overly restrictive, they could become more difficult to comply with as business or financial conditions
change. We are also subject to interest rate risk due to the variable interest rates within the credit facility and if interest rates rise
significantly, these interest costs would increase as well.
Our principal credit facility contains provisions that are customary for facilities of its type, including affirmative and negative
covenants, financial covenants and events of default, including restrictions on (a) the incurrence of additional indebtedness, (b)
investments in and acquisitions of other businesses, lines of business and divisions, (c) the making of dividends or capital stock
purchases and (d) dispositions of assets. We may declare dividends and make share repurchases in annual amounts not exceeding the
greater of $50 million annually and 20% of consolidated EBITDA (earnings before interest, taxes, depreciation and amortization) if
we are otherwise in compliance with the credit facility and we may also distribute certain other amounts to our shareholders if we
satisfy a consolidated net leverage ratio. Other financial covenants contained in our principal credit facility include a consolidated
interest coverage test and a consolidated net leverage test. Customary events of default in the credit facility include, among others,
defaults for non-payment, breach of representations and warranties, non -performance of covenants, cross-defaults, insolvency, and a
change of control of the Company in certain circumstances. If we are unable to comply with the financial and other provisions of our
principal facility, we could become in default. The occurrence of an event of default under the credit facility could result in all loans
and other obligations becoming immediately due and payable and the facility being terminated. In addition, deterioration in the
Company’s results of operations or financial position could significantly increase borrowing costs.
Changes to the LIBOR calculation method or the replacement of LIBOR may have adverse consequences for the Company that
cannot yet reasonably be predicted.
The Company’s principal credit facility permits interest on certain borrowings to be calculated based on the London Interbank
Offered Rate (“LIBOR”). The LIBOR benchmark has been subject of national, international, and other regulatory guidance and
proposals for reform and will cease to be provided with certain rates as of December 31, 2021 through June 30, 2023. In December
2021, the Company entered into the Second Amendment to Credit Agreement (“Second Amendment”) with Bank of America N.A., to
provide an update for the use of a non-U.S. dollar (“non-USD”) currency LIBOR successor rate. The transition away from LIBOR
presents various risks and challenges, including with respect to our borrowings and hedging arrangements that rely on the LIBOR
benchmark. Further, the overall financial market may be disrupted as a result of the phase-out or replacement of LIBOR. Various
parties are working on industry wide and company specific transition plans related to derivatives and cash markets exposed to LIBOR.
The U.S. Federal Reserve, in conjunction with the Alternative Reference Rates Committee, a steering committee comprised of large
U.S. financial institutions, is considering replacing LIBOR with the Secured Overnight Financing Rate (“SOFR”), a new index
calculated using short-term repurchase agreements, backed by Treasury securities. At this time, it remains uncertain what rate will
succeed LIBOR. It is not possible to predict whether SOFR will attain market traction as a LIBOR replacement or to predict any other
reforms to LIBOR that may be enacted. The potential effect of the phase-out or replacement of LIBOR on the Company’s financial
position or results of operations cannot yet be predicted but may affect the level of interest payments on our portion of indebtedness
that bear interest at variable rates.
Risks Related to our International Operations
Our global presence subjects us to political and economic risks that could adversely affect our business, liquidity, financial
position and results of operations.
A significant portion of our revenues and earnings are generated by our non -U.S. operations. Our success as a global business
depends, in part, upon our ability to succeed across different legal, regulatory, economic, social and political conditions by developing,
implementing and maintaining policies and strategies that are effective in all of the locations where we do business. Risks inherent in
our global operations include:
●
increased transportation and logistics costs, or restrictions on transportation of materials;
●
increased cost or decreased availability of raw materials;
●
trade protection measures including import and export controls, trade embargoes, and trade sanctions between countries or
regions we serve that could result in our losing access to customers and suppliers in those countries or regions;
●
unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining export licenses;
10
●
termination or substantial modification of international trade agreements that may adversely affect our access to raw
materials and to markets for our products;
●
our agreements with counterparties in countries outside the U.S. may be difficult for us to enforce and related receivables
may take longer or be difficult for us to collect;
●
difficulties of staffing and managing dispersed international operations;
●
less protective foreign intellectual property laws, and more generally, legal systems that may be less developed and
predictable than those in the U.S.;
●
limitations on ownership or participation in local enterprises as well as the potential for expropriation or nationalization of
enterprises;
●
the impact of widespread public health crises, such as the COVID-19 pandemic;
●
instability in or adverse changes to the economic, political, social, legal or regulatory conditions in a country or region where
we do business, including hyperinflationary conditions or as a result of terrorist activities, or as a result of political and/or
military conflict; and
●
complex and dynamic local tax regulations, including changes in foreign laws and tax rates or U.S. laws and tax rates with
respect to foreign income that may unexpectedly increase the rate at which our income is taxed, impose new and additional
taxes on remittances, repatriation or other payments by subsidiaries, or cause the loss of previously recorded tax benefits.
The current global geopolitical and trade environment creates the potential for increased escalation of domestic and international
tariffs and retaliatory trade policies. Further changes in U.S. trade policy and additional retaliatory actions by U.S. trade partners
could result in a worsening of economic conditions. If we are unable to successfully manage these and other risks associated with our
international businesses, the risks could have a material adverse effect on our business, results of operations and financial condition.
Additionally, on January 31, 2020, the United Kingdom’s (“U.K.”) ended its membership in the European Union (“EU”)
(commonly referred to as “Brexit”). The U.K. and the EU entered into a trade and cooperation agreement effective January 1, 2021,
but uncertainty remains regarding its implications and implementation , and whether any new trade agreements with other countries or
territories will be agreed upon and implemented and how any such agreements may impact our business. The long-term economic,
legal, political and social implications of Brexit, including regarding data protection in the U.K. and the free movement of goods,
services, and people between the U.K., the EU, and elsewhere, also remains unclear, and the precise impact of the Brexit decision will
only become clearer as Brexit progresses. Brexit has caused and could cause further disruptions to, and create unce rtainty
surrounding, our business in the U.K. and EU, including affecting our relationships with our existing and future customers, suppliers
and employees. Brexit could lead to legal uncertainty and potentially divergent national laws and regulations as the U.K. determines
which EU laws to replace or replicate. Brexit could also lead to calls for similar referendums in other European jurisdictions which
could cause increased economic volatility in the European and global markets. Uncertainty around these and related issues could lead
to adverse effects on the economy of the U.K. or in the other economies in which we operate. There can be no assurance that any or
all of these events will not have a material adverse effect on our business operations, results of operations and financial condition.
The scope of our international operations subjects us to risks from currency fluctuations that could adversely affect our liquidity,
financial position and results of operations.
Our non-U.S. operations generate significant revenues and earnings. Fluctuations in foreign currency exchange rates may affect
product demand and may adversely affect the profitability in U.S. dollars of the products and services we provide in international
markets where payment for our products and services is made in the local currency. Our financial results are affected by currency
fluctuations, particularly between the U.S. dollar and the euro, the Brazilian real, the Mexican peso, the Chinese renminbi, and the
Indian rupee, and the impact of those currency fluctuations on the underlying economies. During the past three years, sales by our
non-U.S. subsidiaries, which use their local currencies as their functional currency, accounted for approximately 60% to 70% of our
consolidated net sales. We generally do not use financial instruments that expose us to significant risk involving foreign curren cy
transactions; however, the relative size of our non-U.S. activities has a significant impact on reported operating results and our net
assets. Therefore, as exchange rates change, our results can be materially affected. Incorporated by reference is the foreign exchange
risk information contained in Item 7A of this Report and the geographic information in Note 4 of Notes to Consolidated Financial
Statements included in Item 8 of this Report.
Also, we occasionally source inventory in a different country than that of the intended sale. This practice can give rise to foreign
exchange risk. We seek to mitigate this risk through local sourcing of raw materials in the majority of our locations.
11
Risks Relating to Our Supply Chain
If we are unable to obtain price increases or contract concessions sufficient to offset increases in the costs of raw materials, this
can continue to result in a loss of sales, gross profit, and/or market share and can have a material adverse effect on our liquidity,
financial position and results of operations. Conversely, if we fail to adjust prices in a declining raw material cost environment, we
could lose sales, gross profit, and/or market share which could have a material adverse effect on our liquidity, financial position
and results of operations.
Quaker Houghton uses approximately 3,000 different raw materials, including animal fats, vegetable oils, mineral oils,
oleochemicals, ethylene, solvents, surfactant agents, various chemical compounds that act as additives to our base formulations, and a
wide variety of other organic and inorganic compounds, and various derivatives of the foregoing. The price of mineral oils and their
derivatives can be affected by the price of crude oil and industry refining capacity. Animal fat and vegetable oil prices, as well as the
prices of other raw materials, are impacted by their own specific supply and demand factors, as well as by biodiesel consumption
which is also affected by the price of crude oil. Accordingly, significant fluctuations in the price of crude oil in the past have had and
are expected to continue to have a material impact on the cost of our raw materials. In addition, many of the raw materials we use are
commodity chemicals, which can experience significant price volatility.
We generally attempt to pass through changes in the prices of raw materials to our customers, but we may be unable to do so (or
may be delayed in doing so). In addition, raising prices we charge to our customers in order to offset increases in the prices we pay
for raw materials could cause us to suffer a loss of sales volumes. Although we have been successful in recovering a substantial
amount of raw material cost increases while retaining our customers as experienced in 2021, there can be no assurance that we will be
able to continue to offset higher raw material costs or retain customers in the future. A significant change in margin or the loss of
customers due to pricing actions could result in a material adverse effect on our liquidity, financial position and results of operations
as described within Item 7 of this Report.
Lack of availability of raw materials and issues associated with sourcing from single suppliers and suppliers in volatile economic
environments could have a material adverse effect on our liquidity, financial position and results of operations.
The specialty chemical industry periodically experiences supply shortages for certain raw materials. In addition, we source some
materials from a single supplier or from suppliers in jurisdictions that have experienced political or economic instability. Even if we
have multiple suppliers of a particular raw material, there are occasionally shortages. Any significant disruption in supply could affect
our ability to obtain raw materials or satisfactory substitutes or could increase the cost of such raw materials or substitutes, which
could have a material adverse effect on our liquidity, financial position and results of operations. In addition, certain raw materials
that we use are subject to various regulatory laws, and a change in our ability to legally use such raw materials may impact the
products or services we are able to offer which could negatively affect our ability to compete and could adversely affect our liquidity,
financial position and results of operations.
Loss of a significant manufacturing facility or disruptions within our supply chain or in transportation could have a material
adverse effect on our liquidity, financial position and results of operations.
Our manufacturing facilities are located throughout the world. While we have some redundant capabilities, if one of our facilities
is forced to shut down or curtail operations because of damage or other factors, including natural disasters, labor difficulties or
widespread public health crises, such as the ongoing COVID-19 pandemic, we may not be able to timely supply our customers. This
could result in a loss of sales over an extended period or permanently. While the Company seeks to mitigate this risk through business
continuity and contingency planning and other measures, the loss of production in any one region over an extended period of time
could have a material adverse effect on our liquidity, financial position and results of operations. In addition, the coronavirus
pandemic has caused, and may in the future cause, significant travel disruptions, quarantines and/or closures, which could result in
disruptions to our manufacturing and production operations at our facilities, as well as those of our suppliers and customers. Any
losses due to these events may not be covered by our existing insurance policies or may be subject to certain deductibles.
We could be similarly adversely affected by other disruptions to our supply chain and transportation network. The Company
relies heavily on railroads, ships, and over-the-road shipping methods to transport raw materials to its manufacturing facilities and to
transport finished products to customers. The costs of transporting our products could be negatively affected by factors outside of our
control, including shipping container shortages or global imbalances in shipping capabilities, transportation disruptions or rate
increases, increased border controls or closures, extreme weather events, tariffs, rising fuel costs and capacity constraints. Significant
delays or increased costs affecting our supply chain, such as we experienced in 2021 could materially affect our financial condition
and results of operations. Disruptions at our suppliers have recently and could in the future lead to short term or longer term increases
in raw material or energy costs and/or reduced availability of materials or energy, potentially affecting our financial condition and
results of operations.
12
Risks Relating to Domestic and Foreign Taxation and Government Regulation and Oversight
Changes in tax laws could result in fluctuations in our effective tax rate and have a material effect on our liquidity, financial
position and results of operation.
We pay income taxes in the U.S. and various foreign jurisdictions. Our effective tax rate is derived from a combination of local
tax rates and tax attributes applicable to our operations in the various countries, states and other jurisdictions in which we operate.
Our effective tax rate and respective tax liabilities could therefore be materially affected by changes in the mix of earnings in countries
with differing statutory tax rates, changes in tax rates, expiration or lapses of tax credits or incentives, changes in uncertain tax
positions, changes in the valuation of deferred tax assets and liabilities, or changes in tax laws or in how they are interpreted or
enforced, including matters such as transfer pricing. In addition, we are regularly under audit by tax authorities, and the final
decisions of such audits could materially affect our current tax estimates and tax positions. See Note 10 and Note 26 of Notes to
Consolidated Financial Statements in Item 8 of this Report for a discussion of certain income and non-income tax audits and
inspections. Any of these factors or similar tax-related risks could cause our effective tax rate and tax-related payments, including any
such payments related to tax liabilities of businesses we have acquired, to significantly differ from previous periods and current or
future expectations which could have a material effect on our liquidity, financial position and results of operations.
Pending and future legal proceedings including environmental matters could have a material adverse effect on our liquidity,
financial position and results of operations, as well as our reputation in the markets it serves.
The Company and its subsidiaries are routinely party to proceedings, cases, and requests for information from, and negotiations
with, various claimants and federal and state agencies relating to various legal matters, including tax and environmental matters. See
Note 10 and Note 26 of Notes to Consolidated Financial Statements in Item 8 of this Report, which describes uncertain tax positions
and tax audits and inspections, as well as certain information concerning pending asbestos-related litigation against an inactive
subsidiary, amounts accrued associated with certain environmental, non-capital remediation costs and other potential commitments or
contingencies. An adverse result in one or more pending or ongoing matters or any potential future matter of a similar nature could
materially and adversely affect our liquidity, financial position, and results of operations, as well as our reputation in the markets we
serve.
Failure to comply with the complex global regulatory environment in which we operate could have an adverse impact on our
reputation and/or a material adverse effect on our liquidity, financial position and results of operations.
environments in which we operate, particularly, but not limited to, the U.S., Mexico, Brazil, China, India, Thailand, Australia, the
U.K. and the EU, could lead to heightened regulatory compliance costs and scrutiny, could adversely impact our ability to continue
selling certain products in the U.S. or foreign markets, and/or could otherwise increase the cost of doing business. While we seek to
mitigate these risks through a variety of actions, including receiving Responsible Care Certification, ongoing employee training, and
employing a comprehensive environmental, health and safety program, there is no guarantee these actions will prevent all potential
regulatory compliance issues. For instance, failure to comply with the EU’s Registration, Evaluation, Authorization and Restriction of
Chemicals (“REACH”) regulations or other similar laws and regulations could result in our inability to sell certain products or we
could incur fines, ongoing monitoring obligations or other future business consequences, which could have a material adverse effect
on our liquidity, financial position and results of operations. In addition, the U.S. Toxic Substances Control Act (“TSCA”) requires
chemicals to be assessed against a risk-based safety standard and that unreasonable risks identified during risk evaluation be
eliminated. This regulation and other pending initiatives at the U.S. state level, as well as initiatives in Canada, Asia and other
regions, could potentially require toxicological testing and risk assessments of a wide variety of chemicals, including chemicals used
or produced by us. These assessments may result in heightened concerns about the chemicals involved and additional requirements
being placed on their production, handling, labeling or use. These concerns and additional requirements could also increase the cost
incurred by our customers to use our chemical products and otherwise limit their use which could lead to a decrease in demand for
these products. A decrease in demand due to these issues could have an adverse impact on our business and results of operation.
corruption and anti-money laundering laws in jurisdictions around the world. These and similar laws generally prohibit companies
and their officers, directors, employees and third-party intermediaries, business partners and agents, from making improper payments
or providing other improper items of value to government officials or other persons. While we have policies and procedures and
internal controls designed to address compliance with such laws, including employee training programs, we cannot guarantee that our
employees and third-party intermediaries, business partners and agents will not take, or be alleged to have taken, actions in violation
of such policies and laws for which we may be ultimately held responsible. Detecting, investigating and resolving actual or alleged
violations can be extensive and require a significant diversion of time, resources and attention from senior management. Any
violation of these or other applicable anti-bribery, anti-corruption and anti-money laundering laws could result in whistleblower
complaints, adverse media coverage, investigations, loss of export privileges, and criminal or civil sanctions, penalties and fines, any
of which could adversely affect our business and financial condition.
Our import activities are governed by the unique customs laws and regulations in each of the countries where we operate. Moreover,
many countries, including the U.S., control the export and re-export of certain goods, services and technology and impose related
13
export record-keeping and reporting obligations. Governments may also impose economic sanctions against certain countries, persons
and entities that may restrict or prohibit transactions involving such countries, persons and entities, which may limit or prevent our
conduct of business in certain jurisdictions.
are complex and constantly changing. These laws and regulations can cause delays in shipments and unscheduled operational
downtime. Moreover, any failure to comply with applicable legal and regulatory trading obligations could result in criminal and civil
penalties and sanctions such as fines, imprisonment, debarment from governmental contracts, seizure of shipments and loss of import
and export privileges. In addition, investigations by governmental authorities as well as legal, social, economic and political issues in
these countries could have a material adverse effect on our business, results of operations and financial condition. We are also subject
to the risks that our employees, joint venture partners and agents outside of the U.S. may fail to comply with other applicable laws.
Uncertainty related to environmental regulation and industry standards relating to, as well as physical risks of, climate change and
biodiversity loss, could impact our results of operations and financial position .
Increased public and stakeholder awareness and concern regarding global climate change, biodiversity loss, and other
environmental risks may result in more extensive international, regional and/or federal requirements or industry standards to reduce or
mitigate the effects of these changes. These regulations could mandate even more restrictive standards or industry standards than the
voluntary goals that we have established or require changes to be adopted on a more accelerated time frame. There continues to be a
lack of consistent climate legislation, which creates economic and regulatory uncertainty. Though we are closely following
developments in this area and changes in the regulatory landscape in the U.S., we cannot predict how or when those challenges may
ultimately impact our business. While certain climate change initiatives may result in new business opportunities for us in the area of
alternative fuel technologies and emissions control, compliance with these initiatives may also result in additional costs to us
including, among other things, increased production costs, additional taxes, reduced emission allowances or additional restrictions on
production or operations.
In addition, the potential physical impacts of climate change and biodiversity loss are highly uncertain and will be particular to the
circumstances developing in various geographical regions. These may include extreme weather events and long-term changes in
temperature levels and water availability as well as damaged ecosystems. The physical risks of climate change and biodiversity loss
may impact our facilities, our customers and suppliers, and the availability and costs of materials and natural resources, sources and
supply of energy, product demand and manufacturing. In particular, climate change serves as a risk multiplier increasing both the
frequency and severity of natural disasters that may affect our business operations.
If environmental laws or regulations or industry standards are either changed or adopted and impose significant operational
restrictions and compliance requirements upon us or our products, or our operations are disrupted due to physical impacts of climate
change or biodiversity loss, our business, capital expenditures, results of operations, financial condition and competitive position could
be negatively impacted.
We are subject to stringent labor and employment laws in many jurisdictions in which we operate, and our relationship with our
employees could deteriorate which could adversely impact our operations.
A majority of our full-time employees are employed outside the U.S. In many jurisdictions where we operate, labor and
employment laws grant significant job protection to certain employees including rights on termination of employment. In addition, in
certain countries our employees are represented by works councils or are governed by collective bargaining agreements and we are
often required to consult with and seek the consent or advice of such representatives . These regulations and laws, together with our
obligations to seek consent or consult with the relevant unions or works councils, could have a significant impact on our flexibility in
managing costs and responding to market changes. While the Company believes it has generally positive relations with its labor
unions and employees, there is no guarantee the Company will be able to successfully negotiate new or renew labor agreements
without work stoppages, labor difficulties or unfavorable terms. If we were to experience any extended interruption of operations at
any of our facilities because of strikes or other work stoppages, our results of operations and financial condition could be materially
and adversely affected.
We may be unable to adequately protect our proprietary rights and trade brands, which may limit our ability to compete in our
markets and could adversely affect our liquidity, financial position and results of operations.
various foreign countries, some of which are material to our business. However, we rely principally on our proprietary formulae and
the applications know-how and experience to meet customer needs. Also, our products are identified by trademarks that are registered
throughout our marketing area. Despite our efforts to protect our proprietary information through patent and trademark filings, and
the use of appropriate trade secret protections, it is possible that competitors or other unauthorized third parties may obtain, copy, use,
disclose or replicate our formulae, products, and processes. Similarly, third parties may assert claims against us and our customers
and distributors alleging our products infringe upon third-party intellectual property rights. In addition, the laws and/or judicial
systems of foreign countries in which we design, manufacture, market and sell our products may afford little or no effective protection
of our proprietary technology or trade brands. Also, security over our global information technology structure is subject to increasing
risks associated with cyber-crime and other related cyber-security threats. These potential risks to our proprietary information, trade
brands and other intellectual property could subject us to increased competition and a failure to protect, defend or enforce our
intellectual property rights could negatively impact our liquidity, financial position and results of operations.
14
General Risk Factors
Our business could be adversely affected by environmental, health and safety laws and regulations or by potential product, service
or other related liability claims.
The development, manufacture and sale of specialty chemical products and other related services involve inherent exposure to
potential product liability claims, service level claims, product recalls and related adverse publicity. Some customers have and may in
the future require us to represent that our products conform to certain product specifications provided by them. Any failure to comply
with such specifications could result in claims or legal action against us. Any of the foregoing potential product or service risks could
also result in substantial and unexpected expenditures and affect customer confidence in our products and services, which could have a
material adverse effect on our liquidity, financial position and results of operations.
In addition, our business is subject to hazards associated with the manufacturing, handling, use, storage, and transportation of
chemical materials and products, including historical operations at our current and former facilities. These potential hazards could
cause personal injury and loss of life, severe damage to, or destruction of, property or equipment and environmental contamination or
other environmental damage, which could have an adverse effect on our business, financial condition or results of operations. In the
jurisdictions in which we operate, we are subject to numerous U.S. and non-U.S. national, federal, state and local environmental,
health and safety laws and regulations, including those governing the discharge of pollutants into the air and water, the management
and disposal of hazardous substances and wastes and the cleanup of contaminated properties. We currently use, and in the past have
used, hazardous substances at many of our facilities, and we have in the past been, and may in the future be, subject to claims relating
to exposure to hazardous materials. We also have generated, and continue to generate, hazardous wastes at a number of our facilities.
Liabilities associated with the investigation and cleanup of hazardous substances, as well as personal injury, property damages or
natural resource damages arising from the release of, or exposure to, such hazardous substances, may be imposed in many situations
without regard to violations of laws or regulations or other fault, and may also be imposed jointly and severally (so that a responsible
party may be held liable for more than its share of the losses involved, or even the entire loss). These liabilities may also be imposed
on many different entities, including, for example, current and prior property owners or operators, as well as entities that arranged for
the disposal of the hazardous substances. The liabilities may be material and can be difficult to identify or quantify. In addition, the
occurrence of disruptions, shutdowns or other material operating problems at our facilities or those of our customers due to any of
these risks could adversely affect our reputation and have a material adverse effect on our operations as a whole, including our results
of operations and cash flows, both during and after the period of operational difficulties.
Further, some of the raw materials we handle are subject to government regulation that affect the manufacturing processes,
handling, uses and applications of our products. In addition, our production facilities and a number of our distribution centers require
numerous operating permits. Due to the nature of these requirements and changes in our operations, our operations may exceed limits
under permits or we may not have the proper permits to conduct our operations.
Ongoing compliance with environmental laws, regulations and permits that impact registration/approval requirements,
transportation and storage of raw materials and finished products, and storage and disposal of wastes could require us to make changes
in manufacturing processes or product formulations and could have a material adverse effect on our results of operations. We may
incur substantial costs, including fines, damages, criminal or civil sanctions and remediation costs, or experience interruptions in our
operations, including as a result of revocation, non-renewal or modification of the Company’s operating permits and revocation of the
Company’s product registrations, for violations arising under these laws or permit requirements. Any such revocation, modification or
non-renewal may require the Company to cease or limit the manufacture and sale of its products at one or more of its facilities, which
may limit or prevent the Company’s ability to meet product demand or build new facilities and may have a material adverse effect on
the Company’s business, financial position, results of operations and cash flows. Additional information may arise in the future
concerning the nature or extent of our liability with respect to identified sites, and additional sites may be identified for which we are
alleged to be liable, that could cause us to materially increase our environmental accrual or the upper range of the costs we believe we
could reasonably incur for such matters. Increased compliance costs may not affect competitors in the same way that they affect us
due to differences in product formulations, manufacturing locations or other factors, and we could be at a competitive disadvantage,
which might adversely affect our financial performance.
We could be subject to indemnity claims and liable for other payments relating to properties or businesses we have divested.
In connection with the sale of certain properties and businesses, we agreed to indemnify the purchasers for certain types of
matters, including certain breaches of representations and warranties, taxes and certain environmental matters. With respect to
environmental matters, the discovery of contamination arising from properties that we have divested may expose us to indemnity
obligations under the sale agreements with the buyers of such properties or cleanup obligations and other damages under applicable
environmental laws, even if we were not aware of the contamination. We may not have insurance coverage for such indemnity
obligations. Further, we cannot predict the nature or amount of any indemnity or other obligations we may have to pay the applicable
purchaser. These payments may be costly and may adversely affect our financial condition and results of operations.
Our insurance may not fully cover all potential exposures.
We maintain product, property, business interruption, casualty, and other general liability insurance, but this may not cover all
risks associated with the hazards of our business and these coverages are subject to limitations, including deductibles and coverage
limits. We may incur losses beyond the limits, or outside the coverage, of our insurance policies, including liabilities for
15
environmental remediation. In addition, from time to time, various types of insurance for companies in the specialty chemical
industry have not been available on commercially acceptable terms and, in some cases, have not been available at all. We are
potentially at additional risk if one or more of our insurance carriers fail. Additionally, severe disruptions in the domestic and global
financial markets could adversely impact the ratings and survival of some of our insurers. Future downgrades in the ratings of enough
insurers could adversely impact both the availability of appropriate insurance coverage and its cost. In the future, we may not be able
to obtain coverage at current levels, if at all, and our premiums may increase significantly on coverage that we maintain.
Impairment evaluations of goodwill, intangible assets, investments or other long-lived assets could result in a reduction in our
recorded asset values which could have a material adverse effect on our financial position and results of operation.
We perform reviews of goodwill and indefinite-lived intangible assets on an annual basis, or more frequently if triggering events
indicate a possible impairment. We test goodwill at the reporting unit level by comparing the carrying value of the net assets of the
reporting unit, including goodwill, to the reporting unit's fair value. Similarly, we test indefinite-lived intangible assets by comparing
the fair value of the assets to their carrying values. If the carrying values of goodwill or indefinite-lived intangible assets exceed their
fair value, the goodwill or indefinite-lived intangible assets would be considered impaired. In addition, we perform a review of a
definite-lived intangible asset or other long-lived asset when changes in circumstances or events indicate a possible impairment. If
any impairment or related charge is warranted, then our financial position and results of operations could be materially affected. See
Note 16 of Notes to Consolidated Financial Statements included in Item 8 of this Report.
Disruption of critical information systems or material breaches in the security of our systems could adversely affect our business
and our customer relationships and subject us to fines or other regulatory actions.
We rely on information technology systems to obtain, process, analyze, manage, transmit, and store electronic information in our
day-to-day operations. We also rely on our technology infrastructure in all aspects of our business, including to interact with
customers and suppliers, fulfill orders and bill, collect and make payments, ship products, provide support to customers, and fulfill
contractual obligations. Our information technology systems are subject to potential disruptions, including significant network or
power outages, cyberattacks, computer viruses, other malicious codes, and/or unauthorized access attempts, any of which, if
successful, could result in data leaks or otherwise compromise our confidential or proprietary information and disrupt our operations.
Security breaches could result in unauthorized disclosure of confidential information or personal data belonging to our employees,
partners, customers or suppliers for which we may incur liability. Cybersecurity threats, attempted intrusions and other incidents, such
as these, are becoming more sophisticated and frequent. Security breaches and cyber incidents have, from time to time, occurred and
may occur in the future. Although the breaches and cyber incidents experienced to date have not had a material impact, there can be
no assurance that our protective measures will prevent security breaches that could have a significant impact on our business,
reputation and financial results.
We are subject to the data privacy and protection laws and regulations adopted by federal, state and foreign legislatures and
governmental agencies in various countries in which we operate, including the EU General Data Protection Regulation. Implementing
and complying with these laws and regulations may be more costly or take longer than we anticipate or could otherwise affect our
business operations.
privacy could result in legal claims or proceedings against us by governmental entities or individuals, significant fines, penalties or
judgements, disruption of our operations, remediation requirements, changes to our business practices, and damage to our reputation.
Therefore, a failure to monitor, maintain or protect our information technology systems and data integrity effectively or to anticipate,
plan for and recover from significant disruptions to these systems could have a material adverse effect on our business, results of
operations or financial condition.
Our business depends on attracting and retaining qualified management and other key personnel.
Due to the specialized and technical nature of our business, our future performance is dependent on our ability to attract, develop
and retain qualified management, commercial, technical, and other key personnel. Competition for such personnel is intense, and we
may be unable to continue to attract or retain such personnel. In an effort to mitigate such risks, the Company utilizes retention
bonuses, offers competitive pay and maintains continuous succession planning, including for our senior executive officers. However,
there can be no assurance that these mitigating factors will be adequate to attract or retain qualified management or other key
personnel. Failure to retain key employees, failure to successfully transition key roles, or the inability to hire, train, retain and manage
qualified personnel could also adversely affect our business .
Increasing scrutiny and changing expectations from stakeholders with respect to our ESG practices may impose additional costs
on us or expose us to new or additional risks.
Companies across all industries are facing increasing scrutiny from stakeholders related to their ESG practices. Investor
advocacy groups, institutional investors, investment funds, and other influential investors are also increasingly focused on ESG
practices and in recent years have placed increasing importance on the implications and social cost of their investments. Regardless of
the industry, investors’ increased focus and activism related to ESG and similar matters may impact access to capital, as investors may
decide to reallocate capital or to not commit capital as a result of their assessment of a company’s ESG practices.
16
We face pressures from certain stakeholders to prioritize and promote sustainable practices and reduce our carbon footprint. Our
stakeholders may pressure us to implement ESG procedures or standards beyond those we have in place in order to continue engaging
with us, to remain invested in us, or before they will make further investments in us. Additionally, we may face reputational
challenges in the event our ESG procedures or standards do not meet the standards set by certain constituencies. We have adopted
certain practices as highlighted in the Company’s Sustainability Report, including with respect to environmental stewardship.
Further, as we work to align with the recommendations of the Financial Stability Board’s Task Force on Climate-related Financial
Disclosures and the Sustainability Accounting Standards Board, we continue to expand our disclosures in these areas. This is
consistent with our commitment to executing on a strategy that reflects the economic, social, and environmental impact we have on
the world while advancing and complementing our business strategy. Our disclosures on these matters and standards we set for
ourselves or a failure to meet these standards, may influence our reputation and the value of our brand. It is possible that our
stakeholders might not be satisfied with our ESG efforts or the speed of their adoption. If we do not meet our stakeholders’
expectations, our business and/or our ability to access capital could be harmed. Any harm to our reputation resulting from setting
these standards or our failure or perceived failure to meet such standards could adversely affect our business, financial performance,
and growth.
Additionally, adverse effects upon our customers’ industries related to the worldwide social and political environment, including
uncertainty or instability resulting from climate change or biodiversity loss, changes in political leadership and environmental policies,
changes in geopolitical-social views toward fossil fuels and renewable energy, concern about the environmental impact of climate
change or biodiversity loss, and investors’ expectations regarding ESG matters, may also adversely affect demand for our services.
Any long-term material adverse effect on our customers or their industries could have a significant financial and operational adverse
impact on our business.
Terrorist attacks, other acts of violence or war, natural disasters, widespread public health crises or other uncommon global events
may affect the markets in which we operate and our profitability which could adversely affect our liquidity, financial position and
results of operations.
Terrorist attacks, other acts of violence or war, natural disasters, widespread public health crises, including the ongoing COVID-
19 pandemic, or other uncommon global events such as the current conflict between Russia and Ukraine, may negatively affect our
operations. There can be no assurance that there will not be terrorist attacks against the U.S. or other locations where we do business.
Also, other uncommon global events such as earthquakes, hurricanes, fires and tsunamis cannot be predicted.
Terrorist attacks, other acts of violence or armed conflicts, and natural disasters, which may be amplified by ongoing global
climate change and biodiversity loss, may directly impact our physical facilities and/or those of our suppliers or customers. In
addition, terrorist attacks or natural disasters may disrupt the global insurance and reinsurance industries with the result that we may
not be able to obtain insurance at historical terms and levels, if at all, for all of our facilities. In addition, available insurance coverage
may not be sufficient to cover all of the damage incurred or, if available, may be prohibitively expensive. Widespread public health
crises could also disrupt operations of the Company, its suppliers and customers which could have a material adverse impact on our
results of operations.
The consequences of terrorist attacks, other acts of violence or armed conflicts, natural disasters, widespread public health crises
or other uncommon global events can be unpredictable, and we may not be able to foresee or effectively plan for these events,
resulting in a material adverse effect on our business, results of operations or financial condition.
The COVID-19 pandemic and its impact on business and economic conditions have negatively affected our business, results of
operations and financial condition and the extent and duration of those effects is uncertain.
The COVID-19 pandemic that began in the first quarter of 2020 and the resulting impacts significantly disrupted the global
economy and financial markets and adversely affected the Company’s operations as well as those of its suppliers and customers. The
Company experienced material disruptions as a result of COVID-19 globally which negatively impacted all locations where the
Company does business.
Although the Company has now operated in this COVID-19 environment for almost two years, the full extent of the outbreak and
related business impacts continue to remain uncertain and volatile. This outbreak has significantly disrupted the operations of the
Company and those of its suppliers and customers. During the pandemic, the Company initially experienced volume declines and
lower net sales as compared to pre-COVID-19 levels. In addition, the COVID-19 pandemic and responses to the pandemic have at
times significantly disrupted the global supply chain and have had a significant impact on raw material prices. These impacts may
continue to occur and may become more significant and could continue to result in disruptions in our supply chain and our difficulty
in procuring or inability to procure raw materials necessary for the manufacturing of our products. The impact of the COVID-19
pandemic and responses to it has increased and could continue to increase the costs of making and distributing our products or result
in delays in delivering, or an inability to deliver, them to our customers.
Given the continuously evolving developments with respect to this pandemic, the Company cannot, as of the date of this Report,
reasonably estimate the magnitude or the full extent of the impact to its future results of operations or to the ability of it or its
customers to resume more normal operations, even as certain restrictions are lifted. The prolonged pandemic and resurgences of the
17
outbreak including as new variants continue to emerge, and continued restrictions on day-to-day life and business operations as well as
increased border controls or closures and transportation disruptions, may result in volume declines and lower net sales in future
periods.
To the extent that the Company’s customers and suppliers continue to be significantly and adversely impacted by COVID-19, this
could reduce the availability, or result in delays, of materials or supplies to or from the Company, which in turn could significantly
interrupt the Company’s business operations. Given this ongoing uncertainty, the Company cautions that its future results of
operations could be significantly adversely impacted by COVID-19. Further, management continued to evaluate how COVID-19
related circumstances, such as remote work arrangements, illness or staffing shortages and travel restrictions have affected financial
reporting processes and systems, internal control over financial reporting, and disclosure controls and procedures. While the
circumstances have presented and are expected to continue to present challenges, and have necessitated additional time and resources
to be deployed to sufficiently address the challenges brought on by the pandemic, at this time, management does not believe that
COVID-19 has had a material impact on financial reporting processes, internal controls over financial reporting, or disclosure controls
and procedures.
Although we have implemented business continuity and emergency response plans as well as health and safety measures to
permit us to continue to provide services and products to customers and support our operations, there can be no assurance that the
continued spread of COVID-19 and its variants and efforts to contain the virus (including, but not limited to, vaccines and treatments,
voluntary and mandatory quarantines, restrictions on travel, limiting gatherings of people, reduced operations and extended closures of
many businesses and institutions) will not further impact our business, results of operations and financial condition. However, given
the unprecedented and continually evolving developments with respect to this pandemic, the Company cannot, as of the date of this
Report, reasonably estimate with certainty the full extent of the impact to its future results of operations or to the ability of it or its
customers to resume more normal operations. A further prolonged outbreak or resurgence and period of continued restrictions on day-
to-day life and business operations would likely result in volume declines and lower net sales in future periods as well.
The ultimate significance of COVID-19 impacts on our business will depend on, among other things, the extent and duration of
the pandemic, the severity of the disease and the number of people infected with the virus, the development and continued uncertainty
regarding availability, continued administration and long-term efficacy of vaccines or other treatments, including on new strains or
mutations of the virus, the longer-term effects on the economy, including market volatility, and the measures taken by governmental
authorities and other third parties restricting day-to-day life and the length of time that such measures remain in place, as well as laws
and other governmental programs implemented to address the pandemic or assist impacted businesses, such as fiscal stimulus and
other legislation designed to deliver monetary aid and other relief.
Epidemic diseases could negatively affect various aspects of our business, make it more difficult to meet our obligations to our
customers, and could result in reduced demand from our customers. These could have a material adverse effect on our business,
financial condition, results of operations, or cash flows.
Our business could be adversely affected by the effects of a widespread outbreak of contagious disease, similar to the COVID-19
pandemic. A significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could
adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could affect demand
for our products and likely impact our operating results. To the extent that the Company’s customers and suppliers are materially and
adversely impacted by a widespread outbreak of contagious disease, this could reduce the availability, or result in delays, of materials
or supplies to or from the Company, which in turn could materially interrupt the Company’s business operations.
The ultimate impact on our business of a widespread outbreak of a contagious disease will depend on, among other things, the
extent and duration of the outbreak, the severity of the disease and the number of people infected, the development and continued
uncertainty regarding availability, administration and long-term efficacy of a vaccine or other treatments, the longer-term effects on
the economy, including market volatility, and the measures taken by governmental authorities and other third parties restricting day-
to-day life and the length of time that such measures remain in place, as well as laws and other governmental programs implemented
to address the outbreak or assist impacted businesses, such as fiscal stimulus and other legislation designed to deliver monetary aid
and other relief.
We have previously identified material weaknesses in our internal control over financial reporting that could have resulted in
material misstatements in our financial statements and in the inability of our independent registered public accounting firm to
provide an unqualified audit opinion which could have a material adverse effect on us.
As a public company, we are required to comply with the SEC’s rules implementing Sections 302 and 404 of the Sarbanes-Oxley
Act of 2002, or the Sarbanes-Oxley Act, which require management to certify financial and other information in our quarterly and
annual reports and provide an annual management report on the effectiveness of controls over financial reporting.
As disclosed under “Item 9A. Controls and Procedures” of this Report, during the course of preparing our audited financial
statements for the Company’s annual report on Form 10-K for 2019 and 2020, we, in conjunction with our independent registered
public accounting firm, identified certain material weaknesses. A material weakness is a deficiency, or combination of deficiencies, in
internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of annual or interim
financial statements will not be prevented or detected on a timely basis.
18
During 2020 and 2021, the Company dedicated multiple internal resources and supplemented those internal resources with
various third-party specialists to assist with the formalization of a robust and detailed remediation plan. In undertaking remediation
activities, the Company has established a global network of personnel to assist local management in understanding control
performance and documentation requirements. In order to sustain this network, the Company conducts periodic trainings and hosts
discussions to address questions on a current basis. As of December 31, 2021, the Company has remediated all of the previously
identified material weaknesses and concluded that the Company’s internal control over financial reporting is effective.
Our Management, including our chief executive officer and chief financial officer, does not expect that our internal control over
financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only
reasonable, not absolute, assurance that the control system’s objectives will be met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Controls can
be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the
controls. Over time, controls may become inadequate because of changes in circumstances or deterioration in the degree of
compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and may not be detected.
Item 1B.
Unresolved Staff Comments.
None.
Item 2.
Properties.
Quaker Houghton’s corporate headquarters and a laboratory facility are located in its Americas segment’s Conshohocken,
Pennsylvania location. The Company’s other principal facilities in its America’s segment are located in Carrollton, Georgia; Zion,
Illinois; Detroit, Michigan; Dayton, Ohio; Middletown, Ohio; Strongsville, Ohio; Waterloo, Ontario; Monterrey, N.L., Mexico; Rio
de Janeiro, Brazil and Sao Paulo, Brazil. The Company’s EMEA segment has principal facilities in Uithoorn, The Netherlands;
Dortmund, Germany; Barcelona, Spain; Navarra, Spain; Karlshamn, Sweden; Tradate, Italy; and Turin, Italy. The Company’s
Asia/Pacific segment operates out of its principal facilities located in Qingpu, China; Songjiang, China; Kolkata, India; Rayong,
Thailand; and Moorabbin, Australia. The Company’s Global Specialty Businesses segment operates out of its principal facilities in
Aurora, Illinois; Santa Fe Springs, California; Batavia, New York; Waukegan, Illinois; Zion, Illinois; Madison Heights, Michigan;
Lewisburg, Tennessee; and Coventry, U.K. With the exception of the Conshohocken, Santa Fe Springs, Madison Heights, Lewisburg,
Aurora, Karlshamn, Rayong, Coventry, and Sydney sites, which are leased, the remaining principal facilities are owned by the
Company and, as of December 31, 2021, were mortgage free. Quaker Houghton also leases sales, laboratory, manufacturing, and
warehouse facilities in other locations.
Quaker Houghton’s principal facilities consist of various manufacturing, administrative, warehouse, and laboratory buildings.
Most of the buildings are of fire-resistant construction and are equipped with sprinkler systems. The Company has a program to
identify needed capital improvements that are implemented as management considers necessary or desirable. Most locations have raw
material storage tanks, ranging from 1 to 155 at each location with capacities ranging from 1,000 to 82,000 gallons, and processing or
manufacturing vessels ranging in capacity from 2 to 29,000 gallons.
Each of Quaker Houghton’s non-U.S. associated companies (in which it owns a 50% or less interest and has significant influence)
owns or leases a plant and/or sales facilities in various locations, with the exception of Primex, Ltd.
Item 3.
Legal Proceedings.
The Company is a party to proceedings, cases, and requests for information from, and negotiations with, various claimants and
Federal and state agencies relating to various matters, including environmental matters. For information concerning pending asbestos-
related litigation against an inactive subsidiary, certain environmental non-capital remediation costs and other legal-related matters,
reference is made to Note 26 of Notes to Consolidated Financial Statements, included in Item 8 of this Report, which is incorporated
herein by this reference. The Company is a party to other litigation which management currently believes will not have a material
adverse effect on the Company’s results of operations, cash flow or financial condition.
Item 4.
Mine Safety Disclosures.
Not applicable.
19
Item 4(a).
Information about our
Executive Officers.
Set forth below is information regarding the executive officers of the Company, each of whom (with the exception of Andrew E.
Tometich) have been employed by the Company or by Houghton for at least five years, including the respective positions and offices
with the Company (or Houghton) held by each over the respective periods indicated. Each of the executive officers, with the
exception of David A. Will, is appointed annually to a one year term. Mr. Will is considered an executive officer in his capacity as
principal accounting officer for purposes of this Item 4(a).
Name, Age, and Present
Position with the Company
Business Experience During the Past Five
Years and Period Served as an Officer
Andrew E. Tometich, 55
Mr. Tometich, who has been employed by the Company since October 13, 2021, has
served as Chief Executive Officer and President since December 1, 2021. Prior to
joining the Company, Mr. Tometich served as Executive Vice President, Hygiene,
Health and Consumable Adhesives at H.B. Fuller from August 2019 until
September 17, 2021. Before that, Mr. Tometich was Senior Vice President,
Specialty Materials Business at Corning Incorporated from September 2017 until
August 2019 and President, Performance Silicones Business Unit at The Dow
Chemical Company from June 2016 until February 2017 after having positions of
increasing responsibility at Dow Corning Corporation and its subsidiaries from 1989
through 2016.
Joseph A. Berquist, 50
Officer, and Managing Director, Global
Specialty Businesses
Mr. Berquist, who has been employed by the Company since 1997, has served as
Executive Vice President, Chief Strategy Officer, and Managing Director, Global
Specialty Businesses since September 9, 2021. Prior to that role, he served as
Senior Vice President, Global Specialty Businesses and Chief Strategy Officer from
August 2019 to September 8, 2021. Mr. Berquist served as Vice President and
Managing Director – North America from April 2010 until July 2019.
Jeewat Bijlani, 45
Senior Vice President,
Managing Director - Americas
Mr. Bijlani has served as Senior Vice President, Managing Director - Americas
since he joined the Company in August 2019. Prior to joining the Company, Mr.
Bijlani served as President, Americas and Global Strategic Businesses of Houghton
from March 2015 until July 2019.
Shane W. Hostetter, 40
Senior Vice President, Chief Financial
Officer
Mr. Hostetter, who has been employed by the Company since July 2011, has served
as Senior Vice President, Chief Financial Officer since April 19, 2021. Prior to that
role, he served as Vice President, Finance and Chief Accounting Officer from
August 2019 until April 18, 2021. He served as Global Controller and Principal
Accounting Officer from September 2014 until July 2019.
Dieter Laininger, 58
Senior Vice President, Managing
Mr. Laininger, who has been employed by the Company since 1991, has served as
Senior Vice President, Managing Director – Asia / Pacific since August 2019. He
served as Vice President and Managing Director – Asia / Pacific from April 2018
until July 2019, in addition to his role as Vice President and Managing Director -
South America, a position he assumed in January 2013 and held until July 2019.
Mr. Laininger also served as Vice President and Global Leader – Primary Metals, a
position which he assumed in June 2011 and held until July 2019.
Wilbert Platzer, 60
Senior Vice President, Global Operations,
Environmental Health & Safety (“EHS”) and
Mr. Platzer, who has been employed by the Company since 1995, has served as
Senior Vice President, Global Operations, EHS and Procurement since August
2019. He previously served as Vice President, Global Operations, EHS and
Procurement from April 2018 until July 2019. Prior to that role, Mr. Platzer served
as Vice President and Managing Director – EMEA from January 2006 through
March 2018.
20
Name, Age, and Present
Position with the Company
Business Experience During the Past Five
Years and Period Served as an Officer
Dr. David Slinkman, 57
Senior Vice President, Chief Technology
Officer
Dr. Slinkman has served as Senior Vice President, Chief Technology Officer since
he joined the Company in August 2019. Prior to joining the Company,
Dr. Slinkman served as Vice President of Technology of Houghton from March
2012 until July 2019.
Adrian Steeples, 61
Senior Vice President, Managing
Director – EMEA
Mr. Steeples, who has been employed by the Company since 2010, has served as
Senior Vice President, Managing Director – EMEA since August 2019. He
previously served as Vice President and Managing Director – EMEA from April
2018 until July 2019. Prior to that role, he served as Vice President and Managing
Director - Asia/Pacific from July 2013 through March 2018.
Robert T. Traub, 57
Senior Vice President, General Counsel and
Corporate Secretary
Mr. Traub, who has been employed by the Company since 2000, has served as
Senior Vice President, General Counsel and Corporate Secretary since August 2019.
He previously served as Vice President, General Counsel and Corporate Secretary
from April 2015 until July 2019.
David A. Will, 37
Vice President, Global Controller and
Principal Accounting Officer
Mr. Will, who has been employed by the Company since 2014, has served as Vice
President, Global Controller, and Principal Accounting Officer since April 19, 2021.
Prior to that role, Mr. Will served as the Corporate Controller from August 2019
until April 18, 2021. Before that, he served as the Global Assistant Controller from
December 2014 to August 2019.
21
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company’s common stock is listed on the New York Stock Exchange (“NYSE”) under the trading symbol KWR. Our Board
declared cash dividends that totaled $1.62 per share of outstanding common stock or $29.0 million during the year ended December
31, 2021 and $1.56 per share of outstanding common stock or $27.8 million during the year ended December 31, 2020. In February
and May 2021, our Board declared quarterly cash dividends of $0.395 per share of outstanding common stock, payable to shareholders
of record in April 2021 and July 2021, respectively. Subsequently, our Board declared quarterly dividends of $0.415 per share of
outstanding common stock in August and November 2021, respectively, payable to shareholders of record in October 2021 and
January 2022, respectively. We currently expect to continue to pay comparable cash dividends on a quarterly basis in the future.
Future declaration of dividends and the establishment of future record dates and payment dates are subject to the final determination of
our Board, and will be based on our future financial condition, results of operations, capital requirements, capital expenditure
requirements, contractual restrictions, anticipated cash needs, business prospects, provisions of applicable law and other factors our
Board may deem relevant.
There are no restrictions that the Company believes are likely to materially limit the payment of future dividends. However,
under the Credit Facility there are certain restrictions, including a limit on dividends paid not to exceed the greater of $50.0 million
annually and 20% of consolidated EBITDA so long as there is no default under the Credit Facility. Reference is made to the
“Liquidity and Capital Resources” disclosure contained in Item 7 of this Report.
As of January 17, 2022, 17,899,286 shares of Quaker common stock were issued and outstanding and were held by 649
shareholders of record. Each share of common stock is entitled to one vote per share.
Reference is made to the information in Item 12 of this Report under the caption “Equity Compensation Plans,” which is
incorporated herein by this reference.
The following table sets forth information concerning shares of the Company’s common stock acquired by the Company during
the fourth quarter of 2021 for the period covered by this report:
Issuer Purchases of Equity Securities
(c)
(d)
Total Number of
Approximate Dollar
(a)
(b)
Shares Purchased
Value of Shares that
Total Number
Average
as part of Publicly
May Yet be
of Shares
Price Paid
Announced Plans
Purchased Under the
Period
Purchased (1)
Per Share (2)
or Programs
Plans or Programs (3)
October 1 - October 31, 2021
-
$
-
-
$
86,865,026
November 1 - November 30, 2021
-
$
-
-
$
86,865,026
December 1 - December 31, 2021
-
$
-
-
$
86,865,026
Total
-
$
-
-
$
86,865,026
(1)
The Company did not acquire any shares of the Company’s common stock from employees during the fourth quarter of 2021.
All shares that would be acquired from employees are related to the surrender of Quaker Chemical Corporation shares in
payment of the exercise price of employee stock options exercised or for the payment of taxes upon exercise of employee
stock options or the vesting of restricted stock.
(2)
The Company did not acquire any shares of the Company’s common stock from employees during the fourth quarter of 2021.
The price that would be paid for shares acquired from employees pursuant to employee benefit and share-based compensation
plans is based on the closing price of the Company’s common stock on the date of exercise or vesting as specified by the plan
pursuant to which the applicable option, restricted stock award, or restricted stock unit was granted.
(3)
On May 6, 2015, the Board of Directors of the Company approved, and the Company announced, a share repurchase
program, pursuant to which the Company is authorized to repurchase up to $100,000,000 of Quaker Chemical Corporation
common stock (the “2015 Share Repurchase Program”), and it has no expiration date. There were no shares acquired by the
Company pursuant to the 2015 Share Repurchase Program during the quarter ended December 31, 2021.
22
Stock Performance Graph: The following graph compares the cumulative total return (assuming reinvestment of dividends) from
December 31, 2016 to December 31, 2021 for (i) Quaker’s common stock, (ii) the S&P MidCap 400 Index (the “MidCap Index”), and
(iii) the S&P 400 Materials Group Index (the “Materials Group Index”). The graph assumes the investment of $100 on December 31,
2016 in each of Quaker’s common stock, the stocks comprising the MidCap Index and the Materials Group Index, respectively.
12/31/2017
12/31/2018
12/31/2019
12/31/2020
12/31/2021
Quaker
$
100.00
$
119.03
$
141.53
$
132.11
$
205.30
$
188.21
MidCap Index
100.00
116.24
103.36
130.44
148.26
184.97
Materials Group Index
100.00
121.55
96.79
116.99
129.45
171.17
Item 6.
Selected Financial Data.
Reserved.
23
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
As used in this Annual Report on Form 10-K (the “Report”), the terms “Quaker Houghton,” the “Company,” “we,” and “our”
refer to Quaker Chemical Corporation (doing business as Quaker Houghton), its subsidiaries, and associated companies, unless the
context otherwise requires. The term Legacy Quaker refers to the Company prior to the closing of its combination with Houghton
International, Inc. (“Houghton”) (herein referred to as the “Combination”) on August 1, 2019. Throughout the Report, all figures
presented, unless otherwise stated, reflect the results of operations of the combined company for the years ended December 31, 2020
and 2021; and for the year ended December 31, 2019, the results of Legacy Quaker plus five months of Houghton’s operations post-
closing of the Combination on August 1, 2019.
Executive Summary
Quaker Houghton is the global leader in industrial process fluids. With a presence around the world, including operations in over
25 countries, our customers include thousands of the world’s most advanced and specialized steel, aluminum, automotive, aerospace,
offshore, can, mining, and metalworking companies. Our high-performing, innovative and sustainable solutions are backed by best-
in-class technology, deep process knowledge, and customized services. Quaker Houghton is headquartered in Conshohocken,
Pennsylvania, located near Philadelphia in the U.S.
Overall, the Company’s 2021 performance was highlighted by the continued recovery from the impacts of COVID-19 in 2020 as
well as the ongoing execution of integration activities and synergy realization, which led to record net sales and adjusted EBITDA in
2021 despite the continued escalation in raw material cost headwinds and global supply chain pressures. Specifically, net sales of
$1,761.2 million in 2021 increased 24% compared to $1,417.7 million in 2020, primarily due to higher volumes of approximately
13%, including additional net sales from acquisitions of 4%, increases from selling price and product mix of approximately 8% and
the positive impact from foreign currency translation of 3%. The increase in sales volumes compared to 2020 was primarily a result
of continued new business wins and the year-over-year improvement in end market conditions since the beginning of the COVID-19
pandemic in early 2020, partially offset by lower automotive sales due to semiconductor shortages and delayed shipments due to
supply chain challenges that occurred towards the end of 2021. The increase in selling price and product mix is primarily the result of
the Company’s broad price increases implemented during 2021 to help offset the unprecedented increases in raw material costs as well
as global supply chain and logistics cost pressures the Company has experienced throughout 2021.
The Company’s net income and earnings per diluted share of $121.4 million and $6.77 in 2021, respectively, increased compared
to $39.7 million and $2.22 per diluted share, respectively, in 2020. Excluding non-recurring items, including costs associated with the
Combination and other non-core items in each period, the Company’s current year non-GAAP net income and non-GAAP earnings
per diluted share were $122.8 million and $6.85, respectively, compared to $85.2 million and $4.78, respectively, in 2020. The
increase in the Company’s current year earnings drove a 23% higher adjusted EBITDA to a full year record of $274.1 million
compared to $222.0 million in 2020, primarily due to the significant increase in net sales year-over-year as well as higher realized cost
synergies from the Combination, partially offset by lower gross margins driven by higher raw material and input costs and the impacts
of disruptions in the global supply chain experienced in 2021 as well as higher selling, general and administrative expenses (“SG&A”)
including the impact of higher sales on direct selling expenses and additional SG&A from recent acquisitions.
The Company’s 2021 operating performance in each of its four reportable segments: (i) Americas; (ii) EMEA; (iii) Asia/Pacific;
and (iv) Global Specialty Businesses, reflect similar drivers to that of its consolidated performance. All four segments had higher net
sales compared to 2020 reflecting the continued rebound in 2021 from the negative impacts of COVID-19 on the Company’s end
markets as well as continued success of winning new business in each of the Company’s segments during 2021. Each of the
Company’s geographic segments benefited from higher organic sales volumes in 2021 while all of the Company’s segments also
benefitted from additional net sales from acquisitions, the positive impact from foreign currency translation due to the strengthening of
most major currencies against the U.S. dollar, and from increases in selling price and product mix. As reported, each of the
Company’s reportable segment operating earnings were higher compared to 2020 reflecting the increase in net sales including the
benefits of acquisitions and other factors mentioned; however, all of the Company’s segment’s operating earnings were negatively
impacted by persistent raw material inflation, higher logistics, labor and manufacturing costs, impacts of disruptions to the global
supply chain as well as higher SG&A which were a result of an increase in direct selling expenses associated with year-over-year
inflation increases and increases due to the increase in net sales as well as the lower levels of prior year SG&A as a result of
temporary cost saving measures implemented in response to COVID-19. Additional details of each segment’s operating performance
are further discussed in the Company’s reportable segments review, in the Operations section of this Item 7, below.
The Company generated net operating cash flow of $48.9 million in 2021 compared to $178.4 million in 2020. The decrease in
net operating cash flow year-over-year was primarily driven by a significant change in working capital compared to the prior year,
mainly increases in accounts receivable, due to higher net sales and in inventory, due to higher costs as well as building inventories in
response to global supply chain and logistics pressures. The key drivers of the Company’s operating cash flow and overall liquidity
are further discussed in the Company’s Liquidity and Capital Resources section of this Item 7, below.
Overall, the Company’s 2021 results were good and reflected the Company’s ability to navigate through persistent raw material
cost pressures, supply chain challenges and automotive semiconductor shortages. Increases in net sales in all segments were driven by
the continued year-over-year improvement in the Company’s end-markets and increased customer demand from lower levels
experienced during 2020 as a result of COVID-19; however, each segment was negatively impacted by the significant escalation of
24
raw material costs as well as higher levels of SG&A compared to the prior year which included certain temporary cost saving
measures adopted during the onset of COVID-19. Continued strong customer demand in 2021 coupled with ongoing new business
wins and the execution of integration activities and synergy realization helped to partially offset the negative impacts from the
continued escalation of raw material costs and continued supply chain pressures.
As the Company looks toward 2022, the business is well positioned to continue to outpace market growth rates and deliver value-
added solutions and services to its customers. Demand remains healthy across most of our end markets; however, the Company
expects raw material cost pressures and supply chain disruptions to persist throughout 2022. To mitigate these headwinds, the
Company continues to implement further price actions and is actively managing its cost structure. The Company believes these
actions will begin to drive a recovery in margins as it progresses through 2022. The Company remains committed to advancing its
customer intimate strategy and sustainability program and delivering earnings growth in 2022 and beyond.
On-going impact of COVID-19
The global outbreak of COVID-19 has negatively impacted all locations where the Company does business. Although the
Company has now operated in this COVID-19 environment for almost two years, the full extent of the outbreak and related business
impacts continue to remain uncertain and volatile, and therefore the full extent to which COVID-19 may impact the Company’s future
results of operations or financial condition is uncertain. This outbreak has significantly disrupted the operations of the Company and
those of its suppliers and customers. During the pandemic, the Company initially experienced volume declines and lower net sales as
compared to pre-COVID-19 levels, as further described in this section. Management continues to monitor the impact that the
COVID-19 pandemic is having on the Company, the overall specialty chemical industry and the economies and markets in which the
Company operates. The prolonged pandemic and resurgences of the outbreak including as new variants continue to emerge, and
continued restrictions on day-to-day life and business operations as well as increased border controls or closures and transportation
disruptions may result in volume declines and lower net sales in future periods. To the extent that the Company’s customers and
suppliers continue to be significantly and adversely impacted by COVID-19, this could reduce the availability, or result in delays, of
materials or supplies to or from the Company, which in turn could significantly interrupt the Company’s business operations. Given
this ongoing uncertainty, the Company cautions that its future results of operations could be significantly adversely impacted by
COVID-19. Further, management continues to evaluate how COVID-19-related circumstances, such as remote work arrangements,
illness or staffing shortages and travel restrictions have affected financial reporting processes and systems, internal control over
financial reporting, and disclosure controls and procedures. While the circumstances have presented and are expected to continue to
present challenges, and have necessitated additional time and resources to be deployed to sufficiently address the challenges brought
on by the pandemic, at this time, management does not believe that COVID-19 has had a material impact on financial reporting
processes, internal controls over financial reporting, or disclosure controls and procedures.
The Company’s top priority, especially during this pandemic, is to protect the health and safety of its employees and customers,
while working to ensure business continuity to meet customers’ needs. The Company continues to take steps to protect the health and
wellbeing of its people in affected areas through various actions, including enabling work at home where needed and practicable, and
employing social distancing standards, implementing travel restrictions where applicable, enhancing onsite hygiene practices, and
instituting visitation restrictions at the Company’s facilities. The Company has not and does not expect that it will incur material
expenses implementing these health and safety policies. All of the Company’s more than 30 production facilities worldwide are open
and operating and are deemed as essential businesses in the jurisdictions where they are operating. The Company believes that to date
it has been able to meet the needs of all its customers across the globe despite the current economic challenges. The Company’s fiscal
year 2021 showed year-over-year improvement from the prior fiscal year and continued a trend of gradual volume improvement which
began in the second half of 2020. The Company continues to expect that the impacts from COVID-19 will gradually decline subject
to the effective containment of the virus and its variants and successful distribution and acceptance of the available vaccines and
treatments. However, the incidence of reported cases of COVID-19 or a variant in several geographies where the Company has
significant operations remains high and continues to evolve and it remains highly uncertain as to how long the global pandemic and
related economic challenges will last and when our customers’ businesses will recover to pre-COVID-19 levels. The Company took
various actions to temporarily conserve cash and reduce costs since the onset of the pandemic and these temporary initiatives were
designed and implemented so that the Company could successfully manage through the challenging COVID-19 situation while
continuing to protect the health of its employees, meet customers’ needs, maintain the Company’s long-term competitive advantages
and above-market growth, and enable it to continue to effectively integrate Houghton. While the actions taken to date to protect our
workforce, to continue to serve our customers with excellence and to conserve cash and reduce costs, have been effective thus far,
further actions to respond to the pandemic and its effects may be necessary as conditions continue to evolve.
Critical Accounting Policies and Estimates
Quaker Houghton’s discussion and analysis of its financial condition and results of operations are based upon its consolidated
financial statements which have been prepared in accordance with accounting principles generally accepted in the United States (“U.S.
GAAP”). The preparation of these financial statements requires the Company to make estimates and judgments that affect the
reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, the Company evaluates its estimates, including those related to customer sales incentives, product returns, bad debts,
inventories, property, plant and equipment (“PP&E”), investments, goodwill, intangible assets, income taxes, business combinations,
restructuring, incentive compensation plans (including equity-based compensation), pensions and other postretirement benefits,
25
contingencies and litigation. Quaker Houghton bases its estimates on historical experience and on various other assumptions that are
believed to be reasonable under such circumstances, the results of which form the basis for making judgments about the carrying
values of assets and liabilities that are not readily apparent from other sources. However, actual results may differ from these
estimates under different assumptions or conditions.
Quaker Houghton believes the following critical accounting policies describe the more significant judgments and estimates used
in the preparation of its consolidated financial statements:
Accounts receivable and inventory exposures:
losses resulting from the inability of its customers to make required payments. If the financial condition of the Company’s customers
were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required. As part of
our terms of trade, we may custom manufacture products for certain large customers and/or may ship products on a consignment basis.
Further, a significant portion of our revenue is derived from sales to customers in industries where companies have experienced past
financial difficulties. If a significant customer bankruptcy occurs, then we must judge the amount of proceeds, if any, that may
ultimately be received through the bankruptcy or liquidation process. These matters may increase the Company’s exposure should a
bankruptcy occur, and may require a write down or a disposal of certain inventory as well as the failure to collect receivables.
Reserves for customers filing for bankruptcy protection are established based on a percentage of the amount of receivables outstanding
at the bankruptcy filing date. However, initially establishing this reserve and the amount thereof is dependent on the Company’s
evaluation of likely proceeds to be received from the bankruptcy process, which could result in the Company recognizing minimal or
no reserve at the date of bankruptcy. We generally reserve for large and/or financially distressed customers on a specific review basis,
while a general reserve is maintained for other customers based on historical experience. The Company’s consolidated allowance for
doubtful accounts was $12.3 million and $13.1 million as of December 31, 2021 and 2020, respectively. The Company recorded
expense to increase its provision for doubtful accounts by $0.7 million, $3.6 million and $1.9 million for the years ended December
31, 2021, 2020 and 2019, respectively. Changing the amount of expense recorded to the Company’s provisions by 10% would have
increased or decreased the Company’s pre-tax earnings by $0.1 million, $0.4 million and $0.2 million for the years ended December
31, 2021, 2020 and 2019, respectively. See Note 13 of Notes to Consolidated Financial Statements in Item 8 of this Report.
Environmental and litigation reserves:
liability has been incurred and the amount of the liability can be reasonably estimated. Environmental costs and remediation costs are
capitalized if the costs extend the life, increase the capacity or improve the safety or efficiency of the property from the date acquired
or constructed, and/or mitigate or prevent contamination in the future. Estimates for accruals for environmental matters are based on a
variety of potential technical solutions, governmental regulations and other factors, and are subject to a wide range of potential costs
for remediation and other actions. A considerable amount of judgment is required in determining the most likely estimate within the
range of total costs, and the factors determining this judgment may vary over time. Similarly, reserves for litigation and similar
matters are based on a range of potential outcomes and require considerable judgment in determining the most probable outcome. If
no amount within the range is considered more probable than any other amount, the Company accrues the lowest amount in that range
in accordance with generally accepted accounting principles. See Note 26 of Notes to Consolidated Financial Statements in Item 8 of
this Report.
Realizability of equity investments:
ability to influence, but not control, the operations of the entity and its future results. The Company would record an impairment
charge to an investment if it concluded that a decline in value that was other than temporary occurred. Adverse changes in market
conditions, poor operating results of underlying investments, devaluation of foreign currencies or other events or circumstances could
result in losses or an inability to recover the carrying value of the investments, potentially leading to an impairment charge in the
future. The carrying amount of the Company’s equity investments as of December 31, 2021 was $95.3 million, which included four
investments: $21.5 million for a 32% interest in Primex, Ltd. (Barbados); $7.1 million for a 50% interest in Nippon Quaker Chemical,
Ltd. (Japan); $0.3 million for a 50% interest in Kelko Quaker Chemical, S.A. (Panama); and $66.4 million for a 50% interest in Korea
Houghton Corporation (Korea). The Company also has a 50% interest in a Venezuelan affiliate, Kelko Quaker Chemical, S.A
(Venezuela). Due to heightened foreign exchange controls, deteriorating economic circumstances and other restrictions in Venezuela,
during 2018 the Company concluded that it no longer had significant influence over this affiliate. Prior to this determination, the
Company historically accounted for this affiliate under the equity method. As of December 31, 2021 and 2020, the Company had no
remaining carrying value for its investment in Venezuela. See Note 17 of Notes to Consolidated Financial Statements in Item 8 of this
Report.
Tax exposures, uncertain tax positions and valuation allowances:
based on estimates of amounts that will be determined as deductible in tax returns filed in various jurisdictions. The filed tax returns
are subject to audit, which often occur several years subsequent to the date of the financial statements. Disputes or disagreements may
arise during audits over the timing or validity of certain items or deductions, which may not be resolved for extended periods of time.
The Company also evaluates uncertain tax positions on all income tax positions taken on previously filed tax returns or expected to be
taken on a future tax return in accordance with FIN 48, which prescribes the recognition threshold and measurement attributes for
financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return and, also, whether the
benefits of tax positions are probable or if they will be more likely than not to be sustained upon audit based upon the technical merits
of the tax position. For tax positions that are determined to be more likely than not to be sustained upon audit, the Company
26
recognizes the largest amount of benefit that is greater than 50% likely of being realized upon ultimate settlement in the financial
statements. For tax positions that are not determined to be more likely than not sustained upon audit, the Company does not recognize
any portion of the benefit in its financial statements. In addition, the Company’s continuing practice is to recognize interest and/or
penalties related to income tax matters in income tax expense. Also, the Company nets its liability for unrecognized tax benefits
against deferred tax assets related to net operating losses or other tax credit carryforward on the basis that the uncertain tax position is
settled for the presumed amount at the balance sheet date.
Quaker Houghton also records valuation allowances when necessary to reduce its deferred tax assets to the amount that is more
likely than not to be realized. While the Company has considered future taxable income and assesses the need for a valuation
allowance, in the event Quaker Houghton were to determine that it would be able to realize its deferred tax assets in the future in
excess of its net recorded amount, an adjustment to the deferred tax asset would increase income in the period such determination was
made. Likewise, should the Company determine that it would not be able to realize all or part of its net deferred tax assets in the
future, an adjustment to the deferred tax asset would be charged to income in the period such determination was made. Both
determinations could have a material impact on the Company’s financial statements.
Pursuant to the Tax Cuts and Jobs Act (“U.S. Tax Reform”), the Company recorded a $15.5 million transition tax liability for
U.S. income taxes on the undistributed earnings of non-U.S. subsidiaries. As of December 31, 2021, $7.0 million in installment have
been paid with the remaining $8.5 million to be paid through installments in future years. However, the Company may also be subject
to other taxes, such as withholding taxes and dividend distribution taxes, if these undistributed earnings are ultimately remitted to the
U.S. As of December 31, 2021, the Company has a deferred tax liability of $8.4 million, which primarily represents the estimate of
the non-U.S. taxes the Company will incur to remit certain previously taxed earnings to the U.S. It is the Company’s current intention
to reinvest its future undistributed earnings of non-U.S. subsidiaries to support working capital needs and certain other growth
initiatives outside of the U.S. The amount of such undistributed earnings at December 31, 2021 was approximately $377.4
million. Any tax liability which might result from ultimate remittance of these earnings is expected to be substantially offset by
foreign tax credits (subject to certain limitations). It is currently impractical to estimate any such incremental tax expense. See Note
10 of Notes to Consolidated Financial Statements in Item 8 of this Report.
Goodwill and other intangible assets:
accounting. This method requires the recording of acquired assets, including separately identifiable intangible assets, at their
acquisition date fair values. Any excess of the purchase price over the estimated fair value of the identifiable net assets acquired is
recorded as goodwill. The determination of the estimated fair value of assets acquired requires management’s judgment and often
involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows,
discount rates, royalty rates, asset lives and market multiples, among other items. When necessary, the Company consults with
external advisors to help determine fair value. For non-observable market values, the Company may determine fair value using
acceptable valuation principles, including the excess earnings, relief from royalty, lost profit or cost methods.
The Company amortizes definite-lived intangible assets on a straight-line basis over their useful lives. Goodwill and intangible
assets that have indefinite lives are not amortized and are required to be assessed at least annually for impairment. The Company
completes its annual goodwill and indefinite-lived intangible asset impairment test during the fourth quarter of each year, or more
frequently if triggering events indicate a possible impairment. The Company’s consolidated goodwill at both December 31, 2021 and
2020 was $631.2 million. The Company completed its annual impairment assessment over goodwill during the fourth quarter of 2021
by performing a qualitative assessment. Based on the assessment performed, the Company concluded that there was no evidence of
events or circumstances that would indicate a material change from the Company’s prior year quantitative assessment by reporting
unit and, therefore, no impairment charges were warranted. The Company’s consolidated indefinite -lived intangible assets at
December 31, 2021 and 2020 were $196.9 million and $205.1 million, respectively, which primarily consists of Houghton and
Fluidcare
TM
during the fourth quarter of 2021, and determined that no impairment charge was warranted. The determination of estimated fair
value of these indefinite-lived intangible assets is based on a relief from royalty valuation method, which requires management’s
judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to royalty rates, as
well as revenue growth rates and terminal growth rates. The Company’s impairment assessment concluded that the carrying value of
acquired Houghton and Fluidcare
TM
16 of Notes to Consolidated Financial Statements in Item 8 of this Report.
As previously disclosed, as of March 31, 2020, the Company concluded that the impact of COVID-19 did not represent a
triggering event with regards to any of the Company’s indefinite-lived and long-lived assets, except for the Company’s Houghton and
Fluidcare
TM
COVID-19 driving a decrease in projected legacy Houghton net sales during that year and the impact of the sales decline on projected
future legacy Houghton net sales as well as an increase in the weighted average cost of capital assumption utilized in the quantitative
impairment assessment, the Company concluded that the estimated fair values of the Houghton and Fluidcare
TM
tradename intangible assets were less than their carrying values. As a result, an impairment charge of $38.0 million was recorded
during the first quarter of 2020 to write down the carrying values of these intangible assets to their estimated fair values.
27
Pension and Postretirement benefits:
to current employees, former employees and retirees. Independent actuaries, in accordance with U.S. GAAP, perform the required
valuations to determine benefit expense and, if necessary, non-cash charges to equity for additional minimum pension liabilities.
Critical assumptions used in the actuarial valuation include the weighted average discount rate, which is based on applicable yield
curve data, including the use of a split discount rate (spot-rate approach) for the U.S. plans and certain foreign plans, rates of increase
in compensation levels, and expected long-term rates of return on assets. If different assumptions were used, additional pension
expense or charges to equity might be required.
The following table highlights the potential impact on the Company’s pre-tax earnings due to changes in assumptions with respect
to the Company’s defined benefit pension and postretirement benefit plans, based on assets and liabilities as of December 31, 2021:
1/2 Percentage Point Increase
1/2 Percentage Point Decrease
(dollars in millions)
Foreign
U.S.
Total
Foreign
U.S.
Total
Discount rate (1)
$
(0.2)
$
0.2
$
0.0
$
0.3
$
(0.2)
$
0.1
Expected rate of return on plan
assets (2)
0.5
0.2
0.7
(0.5)
(0.2)
(0.7)
(1)
The weighted-average discount rate used to determine net periodic benefit costs for the year ended December 31, 2021 was
1.4% for Foreign plans and 2.7% for U.S. plans.
(2)
The weighted average expected rate of return on plan assets used to determine net periodic benefit costs for the year ended
December 31, 2021 was 2.1% for Foreign plans and 5.8% for U.S. plans.
Restructuring and other related liabilities:
rationalization of manufacturing facilities and other related expenses. To account for such, the Company applies the Financial
Accounting Standards Board’s guidance regarding exit or disposal cost obligations. This guidance requires that a liability for a cost
associated with an exit or disposal activity be recognized when the liability is incurred, is estimable, and payment is probable. See
Note 7 of Notes to Consolidated Financial Statements in Item 8 of this Report.
Recently Issued Accounting Standards
See Note 3 of Notes to the Consolidated Financial Statements in Item 8 of this Report for a discussion regarding recently issued
accounting standards.
Liquidity and Capital Resources
At December 31, 2021, the Company had cash, cash equivalents and restricted cash of $165.2 million. Total cash, cash
equivalents and restricted cash was $181.9 million at December 31, 2020. The $16.7 million decrease in cash, cash equivalents and
restricted cash was the net result $49.1 million of cash used in investing activities, $13.5 million of cash used in financing activities
and approximately $3.1 million of negative impacts due to the effect of foreign currency translation on cash, partially offset by $48.9
million of cash provided by operating activities.
Net cash flows provided by operating activities were $48.9 million in 2021 compared to $178.4 million in 2020. The Company’s
current year net operating cash flow decrease was primarily driven by a significant change in working capital which more than offset
the Company’s higher earnings in 2021 . The significant increase in current year net sales resulted in a large increase in accounts
receivable in 2021 as compared to a significant decrease during 2020 as net sales and the associated accounts receivables significantly
declined in 2020 due to the negative impact from COVID-19. In addition, the Company has experienced an increase in inventory in
2021 as a result of continued rising raw material costs as well as a build in inventory to ensure the Company has appropriate stock to
meet customer demands in response to ongoing stress on the global supply chain.
Net cash flows used in investing activities were $49.1 million in 2021 compared to $71.4 million in 2020. This $22.3 million
decrease in cash outflows used in investing activities was due to lower cash payments related to acquisitions during 2021 as a result of
the level of acquisition activity in each year and higher cash proceeds from the disposition of assets, which includes the sale of certain
held-for-sale real property assets related to the Combination. Capital expenditures also increased to $21.5 million in 2021 compared
to $17.9 million in 2020 due to the continued strategic and integration related capital investments the Company has and continues to
make.
Net cash flows used in financing activities were $13.5 million in 2021 compared to $75.3 million in 2020. The $61.8 million
decrease in net cash outflows from financing activities was primarily driven by an increase in borrowings in the current year under the
Company’s revolving credit facility compared to repayments in the prior year which was driven by significant working capital
investment in the current year described above. In addition, the Company paid $28.6 million of cash dividend during 2021, a $1.0
million or 4% increase in cash dividends compared to the prior year due to cash dividend per share increases. Finally, during 2020,
the Company used $1.0 million to purchase the remaining noncontrolling interest in one of its South African affiliates. Prior to this
buyout, this South African affiliate made a distribution to the prior noncontrolling affiliate shareholder of approximately $0.8 million
in 2020. There were no similar noncontrolling interest activities in 2021.
28
The Company’s primary credit facility (the “Credit Facility”) is comprised of a $400.0 million multicurrency revolver (the
“Revolver”), a $600.0 million term loan (the “U.S. Term Loan”), each with the Company as borrower, and a $150.0 million (as of
August 1, 2019) Euro equivalent term loan (the “Euro Term Loan” and together with the “U.S. Term Loan”, the “Term Loans”) with
Quaker Chemical B.V., a Dutch subsidiary of the Company as borrower, each with a five year term maturing in August 2024. Subject
to the consent of the administrative agent and certain other conditions, the Company may designate additional borrowers. The
maximum amount available under the Credit Facility can be increased by up to $300.0 million at the Company’s request if there are
lenders who agree to accept additional commitments and the Company has satisfied certain other conditions. Borrowings under the
Credit Facility bear interest at a base rate or LIBOR plus an applicable margin based upon the Company’s consolidated net leverage
ratio. On December 10, 2021, the Company amended the Credit Facility to include an update to provide for the use of a non-USD
currency LIBOR successor rate. The weighted average interest rate incurred on the outstanding borrowings under the Credit Facility
during the year ended and as of December 31, 2021 was approximately 1.6%. In addition to paying interest on outstanding principal
under the Credit Facility, the Company is required to pay a commitment fee ranging from 0.2% to 0.3% depending on the Company’s
consolidated net leverage ratio to the lenders under the Revolver in respect of the unutilized commitments thereunder.
The Credit Facility is subject to certain financial and other covenants. The Company’s initial consolidated net debt to
consolidated adjusted EBITDA ratio could not exceed 4.25 to 1, with step downs in the permitted ratio over the term of the Credit
Facility. As of December 31, 2021, the consolidated net debt to consolidated adjusted EBITDA ratio may not exceed 3.75 to 1. The
Company’s consolidated adjusted EBITDA to interest expense ratio may not be less than 3.0 to 1 over the term of the agreement. The
Credit Facility also prohibits the payment of cash dividends if the Company is in default or if the amount of the dividends paid
annually exceeds the greater of $50.0 million and 20% of consolidated adjusted EBITDA unless the ratio of consolidated net debt to
consolidated adjusted EBITDA is less than 2.0 to 1, in which case there is no such limitation on amount. As of December 31, 2021
and 2020, the Company was in compliance with all of the Credit Facility covenants. The Term Loans have quarterly principal
amortization during their five year terms, with 5.0% amortization of the principal balance due in years 1 and 2, 7.5% in year 3, and
10.0% in years 4 and 5, with the remaining principal amount due at maturity. The Credit Facility is guaranteed by certain of the
Company’s domestic subsidiaries and is secured by first-priority liens on substantially all of the assets of the Company and the
domestic subsidiary guarantors, subject to certain customary exclusions. The obligations of the Dutch borrower are guaranteed only
by certain foreign subsidiaries on an unsecured basis.
The Credit Facility required the Company to fix its variable interest rates on at least 20% of its total Term Loans. In order to
satisfy this requirement as well as to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility,
in November 2019, the Company entered into $170.0 million notional amounts of three year interest rate swaps at a base rate of 1.64%
plus an applicable margin as provided in the Credit Facility, based on the Company’s consolidated net leverage ratio. At the time the
Company entered into the swaps, and as of December 31, 2021, the aggregate interest rate on the swaps, including the fixed base rate
plus an applicable margin, was 3.1%.
The Company capitalized $23.7 million of certain third-party debt issuance costs in connection with executing the Credit Facility.
Approximately $15.5 million of the capitalized costs were attributed to the Term Loans and recorded as a direct reduction of long-
term debt on the Company’s Consolidated Balance Sheet. Approximately $8.3 million of the capitalized costs were attributed to the
Revolver and recorded within other assets on the Company’s Consolidated Balance Sheet. These capitalized costs are being
amortized into interest expense over the five year term of the Credit Facility.
As of December 31, 2021, the Company had Credit Facility borrowings outstanding of $889.6 million. As of December 31, 2020,
the Company had Credit Facility borrowings outstanding of $887.1 million. The Company has unused capacity under the Revolver of
approximately $184 million, net of bank letters of credit of approximately $4 million, as of December 31, 2021. The Company’s other
debt obligations are primarily industrial development bonds , bank lines of credit and municipality-related loans, which totaled $11.8
million and $12.1 million as of December 31, 2021 and 2020, respectively. Total unused capacity under these arrangements as of
December 31, 2021 was approximately $26 million. The Company’s total net debt as of December 31, 2021 was $736.2 million.
The Company estimates that it realized full year cost synergies related to the Combination in 2021 of approximately $75 million
compared to $58 million in 2020. The Company has fully achieved its annual target Combination cost synergies of approximately $80
million going forward. The Company incurred $18.6 million of total Combination, integration and other acquisition-related expenses
in 2021, which includes $0.7 million of accelerated depreciation and is net of a $5.4 million gain on the sale of certain held-for-sale
real property assets and $0.6 million of other income related to an indemnification asset, described in the Non-GAAP Measures
section of this Item below. The Company had aggregate net cash outflows of approximately $20.6 million related to the Combination,
integration and other acquisition-related expenses during 2021. Comparatively, in 2020, the Company incurred $30.3 million of total
Combination, integration and other acquisition-related expenses, including $0.8 million of accelerated depreciation, a $0.6 million loss
on the sale of held-for-sale assets, an $0.8 million of other income related to an indemnification asset, and aggregate net cash outflows
related to these costs were approximately $29.4 million.
While the Company has incurred significant integration costs in 2019, 2020
and 2021, the Company expects to incur additional integration and operating costs as well as higher capital expenditures to further
optimize its footprint, processes and other functions over the next several years.
29
Quaker Houghton’s management approved, and the Company initiated, a global restructuring plan (the “QH Program”) in the
third quarter of 2019 as part of its planned cost synergies associated with the Combination and recorded $26.7 million in restructuring
and related charges in 2019. The Company recognized an additional $1.4 million and $5.5 million of restructuring and related charges
in 2021 and 2020, respectively, as a result of the QH Program. The QH Program includes restructuring and associated severance costs
to reduce total headcount by approximately 400 people globally and plans for the closure of certain manufacturing and non-
manufacturing facilities. In connection with the plans for closure of certain manufacturing and non-manufacturing facilities, the
Company made a decision to make available for sale certain facilities during the second quarter of 2020. During the first quarter of
2021 and fourth quarter of 2020, certain of these facilities were sold and the Company recognized a gain on disposal of $5.4 million
and a loss on disposal of $0.6 million, respectively, included within other income (expense), net on the Consolidated Statement of
Income. The exact timing and total costs associated with the QH Program will depend on a number of factors and is subject to
change; however, reductions in headcount and site closures have continued, and the Company currently expects additional headcount
reductions and site closures to occur into 2022 and estimates that the anticipated cost synergies realized under the QH Program will
approximate one-times restructuring costs incurred. The Company made cash payments related to the settlement of restructuring
liabilities under the QH Program during 2021 of approximately $5.3 million compared to $15.7 million in 2020.
During the first quarter of 2020, the Company completed the termination of the Legacy Quaker U.S. Pension Plan and funded the
plan on a termination basis with approximately $1.8 million, subject to final true up adjustments. In the third quarter of 2020, the
Company finalized the amount of liability and related annuity payments and received a refund in premium of $1.6 million. In
addition, the Company recorded a non-cash pension settlement charge at plan termination of approximately $22.7 million in the first
quarter of 2020.
As of December 31, 2021, the Company’s gross liability for uncertain tax positions, including interest and penalties, was $28.7
million. The Company cannot determine a reliable estimate of the timing of cash flows by period related to its uncertain tax position
liability. However, should the entire liability be paid, the amount of the payment may be reduced by up to $7.3 million as a result of
offsetting benefits in other tax jurisdictions. During the year ended 2021, the Company recorded $13.1 million of non-income tax
credits for certain of its Brazilian subsidiaries. The Company expects to utilize these credits to offset certain Brazilian federal tax
payments over approximately two years, which began in the fourth quarter of 2021. See Note 26 of Notes to Consolidated Financial
Statements in Item 8 of this Report.
During the third quarter of 2021, two of the Company’s locations suffered property damage as a result of flooding and fire. The
Company maintains property insurance for all of its facilities globally. The Company, its insurance adjuster and insurance carrier are
actively managing the remediation and restoration activities associated with both of these events and at this time the Company has
concluded, based on all available information and discussions with its insurance adjuster and insurance carrier, that the losses incurred
during 2021 will be covered under the Company’s property insurance coverage, net of an aggregate deductible of $2.0 million. The
Company has received payments from its insurers of $2.1 million and has recorded an insurance receivable associated with these
events of $0.7 million as of December 31, 2021. The Company and its insurance carrier continue to review the impact on operations
as it relates to a potential business interruption insurance claim; however, as of the date of this report, the Company cannot reasonably
estimate any probable amount of business interruption insurance claim recoverable, therefore the Company has not recorded a gain
contingency for a possible business interruption insurance claim as of December 31, 2021. See Note 26 of Notes to Consolidated
Financial Statements in Item 8 of this Report.
The Company believes that its existing cash, anticipated cash flows from operations and available additional liquidity will be
sufficient to support its operating requirements and fund its business objectives for at least the next twelve months and beyond,
including but not limited to, payments of dividends to shareholders, costs related to the Combination and other acquisitions and as
well as ongoing integration and optimization, pension plan contributions, capital expenditures, other business opportunities (including
potential acquisitions), implementing actions to achieve the Company’s sustainability goals and other potential contingencies. The
Company’s liquidity is affected by many factors, some based on normal operations of our business and others related to the impact of
the pandemic on our business and on global economic conditions as well as industry uncertainties, which we cannot predict. We also
cannot predict economic conditions and industry downturns or the timing, strength or duration of recoveries. We may seek, as we
believe appropriate, additional debt or equity financing which would provide capital for corporate purposes, working capital funding,
additional liquidity needs or to fund future growth opportunities, including possible acquisitions and investments. The timing and
amount of potential capital requirements cannot be determined at this time and will depend on a number of factors, including the
actual and projected demand for our products, specialty chemical industry conditions, competitive factors, and the condition of
financial markets, among others.
30
The following table summarizes the Company’s contractual obligations as of December 31, 2021, and the effect such obligations
are expected to have on its liquidity and cash flows in future periods. Pension and postretirement plan contributions beyond 2021 are
not determinable since the amount of any contribution is heavily dependent on the future economic environment and investment
returns on pension trust assets. The timing of payments related to other long-term liabilities which consists primarily of deferred
compensation agreements and environmental reserves, also cannot be readily determined due to their uncertainty. Interest obligations
on the Company’s long-term debt and capital leases assume the current debt levels will be outstanding for the entire respective period
and apply the interest rates in effect as of December 31, 2021.
Payments due by period
(dollars in thousands)
2027 and
Contractual Obligations
Total
2022
2023
2024
2025
2026
Beyond
Long-term debt
$
900,633
$
56,759
$
75,553
$
758,045
$
122
$
80
$
10,074
Interest obligations
39,975
14,287
13,184
10,751
526
526
701
Capital lease obligations
868
219
212
196
176
65
-
Operating leases
41,395
11,346
9,041
7,017
5,292
4,197
4,502
Purchase obligations
3,652
3,197
416
39
-
-
-
Transition tax
8,500
-
1,529
3,099
3,872
-
-
Pension and other postretirement plan
contributions
13,347
13,347
-
-
-
-
-
Other long-term liabilities (See Note 22 of
Notes to Consolidated Financial Statements)
12,040
-
-
-
-
-
12,040
Total contractual cash obligations
$
1,020,410
$
99,155
$
99,935
$
779,147
$
9,988
$
4,868
$
27,317
Non-GAAP Measures
The information in this Form 10-K filing includes non-GAAP (unaudited) financial information that includes EBITDA, adjusted
EBITDA, adjusted EBITDA margin, non-GAAP operating income, non-GAAP operating margin, non-GAAP net income and non-
GAAP earnings per diluted share. The Company believes these non-GAAP financial measures provide meaningful supplemental
information as they enhance a reader’s understanding of the financial performance of the Company, are indicative of future operating
performance of the Company, and facilitate a comparison among fiscal periods, as the non-GAAP financial measures exclude items
that are not indicative of future operating performance or not considered core to the Company’s operations. Non-GAAP results are
presented for supplemental informational purposes only and should not be considered a substitute for the financial information
presented in accordance with GAAP.
The Company presents EBITDA which is calculated as net income attributable to the Company before depreciation and
amortization, interest expense, net, and taxes on income before equity in net income of associated companies. The Company also
presents adjusted EBITDA which is calculated as EBITDA plus or minus certain items that are not indicative of future operating
performance or not considered core to the Company’s operations. In addition, the Company presents non-GAAP operating income
which is calculated as operating income plus or minus certain items that are not indicative of future operating performance or not
considered core to the Company’s operations. Adjusted EBITDA margin and non-GAAP operating margin are calculated as the
percentage of adjusted EBITDA and non-GAAP operating income to consolidated net sales, respectively. The Company believes
these non-GAAP measures provide transparent and useful information and are widely used by analysts, investors, and competitors in
our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
Additionally, the Company presents non-GAAP net income and non-GAAP earnings per diluted share as additional performance
measures. Non-GAAP net income is calculated as adjusted EBITDA, defined above, less depreciation and amortization, interest
expense, net, and taxes on income before equity in net income of associated companies, in each case adjusted, as applicable, for any
depreciation, amortization, interest or tax impacts resulting from the non-core items identified in the reconciliation of net income
attributable to the Company to adjusted EBITDA. Non-GAAP earnings per diluted share is calculated as non-GAAP net income per
diluted share as accounted for under the “two-class share method.” The Company believes that non-GAAP net income and non-
GAAP earnings per diluted share provide transparent and useful information and are widely used by analysts, investors, and
competitors in our industry as well as by management in assessing the operating performance of the Company on a consistent basis.
31
The following tables reconcile the Company’s non-GAAP financial measures (unaudited) to their most directly comparable
GAAP financial measures (dollars in thousands, unless otherwise noted, except per share amounts):
Non-GAAP Operating Income and Margin Reconciliations
For the years ended December 31,
2021
2020
2019
Operating income
$
150,466
$
59,360
$
46,134
Houghton combination, integration and other
acquisition-related expenses (a)
24,611
30,446
35,945
Restructuring and related charges (b)
1,433
5,541
26,678
Fair value step up of acquired inventory sold (c)
801
226
11,714
Executive transition costs (d)
2,986
-
-
Inactive subsidiary's non-operating litigation costs (e)
819
-
-
Customer bankruptcy costs (f)
-
463
1,073
Facility remediation costs, net (g)
1,509
-
-
Charges related to the settlement of a non-core equipment sale (h)
-
-
384
Indefinite-lived intangible asset impairment (i)
-
38,000
-
Non-GAAP operating income
$
182,625
$
134,036
$
121,928
Non-GAAP operating margin (%) (r)
10.4%
9.5%
10.8%
EBITDA, Adjusted EBITDA, Adjusted EBITDA Margin and
Non-GAAP Net Income Reconciliations
For the years ended December 31,
2021
2020
2019
Net income attributable to Quaker Chemical Corporation
$
121,369
$
39,658
$
31,622
Depreciation and amortization (a)(p)
87,728
84,494
45,264
Interest expense, net (a)
22,326
26,603
16,976
Taxes on income before equity in net income of associated companies (q)
34,939
(5,296)
2,084
EBITDA
266,362
145,459
95,946
Equity income in a captive insurance company (j)
(4,993)
(1,151)
(1,822)
Houghton combination, integration and other
acquisition-related expenses (a)
17,917
29,538
35,361
Restructuring and related charges (b)
1,433
5,541
26,678
Fair value step up of acquired inventory sold (c)
801
226
11,714
Executive transition costs (d)
2,986
-
-
Inactive subsidiary’s non -operating litigation cost (e)
819
-
-
Customer bankruptcy costs (f)
-
463
1,073
Facility remediation costs, net (g)
2,066
-
-
Charges related to the settlement of a non-core equipment sale (h)
-
-
384
Indefinite-lived intangible asset impairment (i)
-
38,000
-
Pension and postretirement benefit (income) costs,
non-service components (k)
(759)
21,592
2,805
Gain on changes in insurance settlement restrictions of an inactive
subsidiary and related insurance insolvency recovery (l)
-
(18,144)
(60)
Brazilian non-income tax credits (m)
(13,087)
-
-
Currency conversion impacts of hyper-inflationary economies (n)
564
450
1,033
Adjusted EBITDA
$
274,109
$
221,974
$
173,112
Adjusted EBITDA margin (%) (r)
15.6%
15.7%
15.3%
Adjusted EBITDA
$
274,109
$
221,974
$
173,112
Less: Depreciation and amortization - adjusted (a)
87,002
83,732
44,680
Less: Interest expense, net - adjusted (a)
22,326
26,603
14,896
Less: Taxes on income before equity in net income
41,976
26,488
24,825
Non-GAAP net income
$
122,805
$
85,151
$
88,711
32
Non-GAAP Earnings per Diluted Share Reconciliations
For the years ending December 31,
2021
2020
2019
GAAP earnings per diluted share attributable to
Quaker Chemical Corporation common shareholders
$
6.77
$
2.22
$
2.08
Equity income in a captive insurance company per diluted share (j)
(0.28)
(0.07)
(0.12)
Houghton combination, integration and other
0.79
1.31
2.05
Restructuring and related charges per diluted share (b)
0.07
0.23
1.34
Fair value step up of acquired inventory sold per diluted share (c)
0.03
0.01
0.58
Executive transition costs per diluted share (d)
0.13
-
-
Inactive subsidiary’s non -operating litigation costs per diluted share (e)
0.04
-
-
Customer bankruptcy costs per diluted share (f)
-
0.02
0.05
Facility remediation costs, net per diluted share (g)
0.09
-
-
Charges related to the settlement of a non-core equipment
-
-
0.02
Indefinite-lived intangible asset impairment per diluted share (i)
-
1.65
-
Pension and postretirement benefit costs, non-service
(0.04)
0.79
0.14
Gain on changes in insurance settlement restrictions of an inactive
-
(0.78)
0.00
Brazilian non-income tax credits per diluted share (m)
(0.46)
-
-
Currency conversion impacts of hyper-inflationary economies
0.03
0.02
0.07
Impact of certain discrete tax items per diluted share (o)
(0.32)
(0.62)
(0.38)
Non-GAAP earnings per diluted share (s)
$
6.85
$
4.78
$
5.83
(a)
Houghton combination, integration and other acquisition-related expenses include certain legal, financial, and other advisory and
consultant costs incurred in connection with post-closing integration activities including internal control readiness and
remediation, as well as due diligence, regulatory approvals and closing the Combination. These costs are not indicative of the
future operating performance of the Company. Approximately $0.6 million, $1.5 million and $9.4 million for the years ended
December 31, 2021, 2020 and 2019, respectively, of these pre-tax costs were considered non-deductible for the purpose of
determining the Company’s effective tax rate, and, therefore, taxes on income before equity in net income of associated
companies - adjusted reflects the impact of these items. During 2021, 2020 and 2019, the Company recorded $0.7 million, $0.8
million, and $0.6 million, respectively, of accelerated depreciation related to certain of the Company’s facilities, which is
included in the caption “Houghton combination, integration and other acquisition-related expenses” in the reconciliation of
operating income to non-GAAP operating income and included in the caption “Depreciation and amortization” in the
reconciliation of net income attributable to the Company to EBITDA, but excluded from the caption “Depreciation and
amortization – adjusted” in the reconciliation of adjusted EBITDA to non-GAAP net income attributable to the Company. During
2019, the Company incurred $2.1 million of ticking fees to maintain the bank commitment related to the Combination. These
interest costs are included in the caption “Interest expense, net” in the reconciliation of net income attributable to the Company to
EBITDA, but are excluded from the caption “Interest expense, net – adjusted” in the reconciliation of adjusted EBITDA to non-
GAAP net income. During 2021 and 2020, the Company recorded $0.6 million and $0.8 million, respectively, of other income
related to an indemnification asset. During 2021 and 2020, the Company recorded a gain of $5.4 million and a loss of $0.6
million, respectively, on the sale of certain held-for-sale real property assets related to the Combination. Each of these items are
included in the caption “Houghton combination, integration and other acquisition expenses” in the reconciliation of GAAP
earnings per diluted share attributable to Quaker Chemical Corporation common shareholders to Non-GAAP earnings per diluted
share as well as the reconciliation of Net Income attributable to Quaker Chemical Corporation to Adjusted EBITDA and Non-
GAAP net income See Note 2 and Note 9 of Notes to Consolidated Financial Statements, which appears in Item 8 of this Report.
(b)
Restructuring and related charges represent the costs incurred by the Company associated with the QH restructuring program
which was initiated in the third quarter of 2019 as part of the Company’s plan to realize cost synergies associated with the
Combination. These costs are not indicative of the future operating performance of the Company. See Note 7 of Notes to
Consolidated Financial Statements, which appears in Item 8 of this Report.
(c)
Fair value step up of inventory sold relates to expense associated with selling inventory of acquired businesses which was
adjusted to fair value as part of purchase accounting. This increases to costs of goods sold (“COGS”) are not indicative of the
future operating performance of the Company.
33
(d)
Executive transition costs represent the costs related to the Company’s search, hiring and transition to a new CEO in connection
with the executive transition that look place in 2021. These expenses are not indicative of the future operating performance of the
Company.
(e)
Inactive subsidiary’s non -operating litigation costs represents the charges incurred by an inactive subsidiary of the Company and
are a result of the termination of restrictions on insurance settlement reserves. These charges are not indicative of the future
operating performance of the Company. See Note 26 of Notes to Consolidated Financial Statements, which appears in Item 8 of
this Report.
(f)
Customer bankruptcy costs represent the cost associated with a specific reserve for trade accounts receivable related to a customer
who filed for bankruptcy protection. These expenses are not indicative of the future operating performance of the Company. See
Note 13 of Notes to Consolidated Financial Statements, which appears in Item 8 of this Report.
(g)
Facility remediation costs, net, presents the gross costs associated with remediation, cleaning and subsequent restoration costs
associated with the property damage to certain of the Company’s facilities, net of insurance recoveries received. These charges
are non-recurring and are not indicative of the future operating performance of the Company. See Note 26 of Notes to
Consolidated Financial Statements, which appears in Item 8 of this Report.
(h)
Charges related to the settlement of a non-core equipment sale represent the pre-tax charge related to a one-time, uncommon,
customer settlement associated with a prior sale of non-core equipment. These charges are not indicative of the future operating
performance of the Company.
(i)
Indefinite-lived intangible asset impairment represents the non-cash charge taken to write down the value of certain indefinite-
lived intangible assets associated with the Combination. The Company has no prior history of goodwill or intangible asset
impairments and this charge is not indicative of the future operating performance of the Company. See Note 16 of Notes to
Consolidated Financial Statements, which appears in Item 8 of this Report.
(j)
Equity income in a captive insurance company represents the after-tax income attributable to the Company’s interest in Primex,
Ltd. (“Primex”), a captive insurance company. The Company holds a 32% investment in and has significant influence over
Primex, and therefore accounts for this investment under the equity method of accounting. The income attributable to Primex is
not indicative of the future operating performance of the Company and is not considered core to the Company’s operations.
(k)
Pension and postretirement benefit (income) costs, non-service components represent the pre-tax, non-service components of the
Company’s pension and postretirement net periodic benefit cost in each period. These costs are not indicative of the future
operating performance of the Company. The year ended December 31, 2020 includes a $22.7 million settlement charge for the
Company’s termination of the Legacy Quaker U.S. Pension Plan. See Note 21 of Notes to Consolidated Financial Statements,
which appears in Item 8 of this Report.
(l)
Gain on changes in insurance settlement restrictions of an inactive subsidiary and related insurance insolvency recovery
represents income associated with the gain on the termination of restrictions on insurance settlement reserves and the cash
receipts from an insolvent insurance carrier for previously submitted claims by an inactive subsidiary of the Company. This other
income is not indicative of the future operating performance of the Company. See Notes 9 and 26 of Notes to Consolidated
Financial Statements, which appears in Item 8 of this Report.
(m)
Brazilian non-income tax credits represent indirect tax credits related to certain of the Company’s Brazilian subsidiaries
prevailing in a legal claim as well as the Brazil Supreme Court ruling on these non -income tax matters. The non-income tax
credit is non-recurring and not indicative of the future operating performance of the Company. See Note 26 of Note to
Consolidated Financial Statements, which appears in Item 8 of this Report.
(n)
Currency conversion impacts of hyper-inflationary economies represents the foreign currency remeasurement impacts associated
with the Company’s affiliates whose local economies are designated as hyper-inflationary under U.S. GAAP. An entity which
operates within an economy deemed to be hyper-inflationary under U.S. GAAP is required to remeasure its monetary assets and
liabilities to the applicable published exchange rates and record the associated gains or losses resulting from the remeasurement
directly to the Consolidated Statements of Income. Venezuela’s economy has been considered hyper-inflationary under U.S.
GAAP since 2010, while Argentina’s economy has been considered hyper-inflationary beginning July 1, 2018. In addition, the
Company’s Argentine Houghton subsidiary also applies hyper-inflationary accounting. During 2021, 2020 and 2019, the
Company incurred non-deductible, pre-tax charges related to the Company’s Argentine affiliates. The charges incurred related to
the immediate recognition of foreign currency remeasurement in the Consolidated Statements of Income associated with these
entities are not indicative of the future operating performance of the Company. See Notes 1, 9 and 17 of Notes to Consolidated
Financial Statements, which appears in Item 8 of this Report.
(o)
The impacts of certain discrete tax items includes the impact of changes in certain valuation allowances recorded on certain of the
Company’s foreign tax credits, tax law changes in foreign jurisdictions, changes in withholding tax rates, the tax impacts of non-
income tax credits associated with certain of the Company’s Brazilian subsidiaries and the associated impact on previously
accrued for distributions at certain of the Company’s Asia/Pacific subsidiaries, the one-time deferred tax benefit recorded on the
transfer of intangible assets between the Company’s subsidiaries as well as the offsetting impact and amortization of a deferred
34
tax benefit the Company recorded during 2020 and 2019 related to similar intercompany intangible asset transfers. Additionally,
the 2019 amounts include certain transition tax adjustments related to adjustments to adopt U.S. Tax Reform. See Note 10 of
Notes to Consolidated Financial Statements, which appears in Item 8 of this Report.
(p)
Depreciation and amortization for the years ended December 31, 2021, 2020 and 2019 includes $1.2 million, $1.2 million and
$0.4 million, respectively, of amortization expense recorded within equity in net income of associated companies in the
Company’s Consolidated Statements of Income, which is attributable to the amortization of the fair value step up for the
Company’s 50% interest Korea Houghton Corporation as a result of required purchase accounting.
(q)
Taxes on income before equity in net income of associated companies – adjusted presents the impact of any current and deferred
income tax expense (benefit), as applicable, of the reconciling items presented in the reconciliation of net income attributable to
Quaker Chemical Corporation to adjusted EBITDA, and was determined utilizing the applicable rates in the taxing jurisdictions in
which these adjustments occurred, subject to deductibility. Houghton combination, integration and other acquisition-related
expenses described in (a) resulted in incremental taxes of $4.2 million for 2021, $6.9 million for 2020, and $6.7 million for 2019.
Restructuring and related charges described in (b) resulted in incremental taxes of $0.3 million for 2021, $1.4 million for 2020
and $6.2 million for 2019. Fair value step up of inventory sold described in (c) resulted in incremental taxes of $0.2 million, less
than $0.1 million and $2.9 million for 2021, 2020 and 2019, respectively. Executive transition expenses described in (d) resulted
in incremental taxes of $0.7 million for 2021. Inactive subsidiary non-operating litigation costs described in (e) resulted in
incremental taxes of $0.2 million for 2021. Customer bankruptcy costs described in (f) resulted in incremental taxes of $0.1
million in 2020 and $0.3 million in 2019. Facility remediation costs, net described in (g) results in incremental taxes of $0.5
million for 2021. Charges related to the settlement of a non-core equipment sale described in (h) resulted in incremental taxes of
$0.1 million for 2019. Indefinite-lived intangible asset impairment described in (i) resulted in incremental taxes of $8.7 million
for 2020. Pension and postretirement benefit (income) costs, non-service components described in (k) resulted in a reduction of
taxes of $0.1 million for 2021 and incremental taxes of $7.5 million for 2020, and $0.7 million for 2019. Gain on changes in
insurance settlement restrictions of an inactive subsidiary and related insurance insolvency recovery described in (l) resulted in a
reduction of taxes of $4.2 million in 2020 and less than $0.1 million in 2019. Brazilian non-income tax credits described in (m)
resulted in a reduction of taxes of $4.8 million for 2021. The impact of certain discrete items described in (o) resulted in a tax
benefit of $5.8 million for 2021, incremental taxes of $11.2 million for 2020, and a reduction of taxes of $5.7 million in 2019.
(r)
The Company calculates adjusted EBITDA margin and non-GAAP operating margin as the percentage of adjusted EBITDA and
non-GAAP operating income to consolidated net sales.
(s)
The Company calculates non-GAAP earnings per diluted share as non -GAAP net income attributable to the Company per
weighted average diluted shares outstanding using the “two-class share method” to calculate such in each given period.
Off-Balance Sheet Arrangements
The Company had no material off-balance sheet commitments or obligations as of December 31, 2021. The Company’s only off-
balance sheet commitments or obligations outstanding as of December 31, 2021 represented approximately $6 million of total bank
letters of credit and guarantees. The bank letters of credit and guarantees are not significant to the Company’s liquidity or capital
resources. See Note 20 of Notes to Consolidated Financial Statements in Item 8 of this Report.
Operations
Consolidated Operations Review – Comparison of 2021 with 2020
Net sales were $1,761.2 million in 2021 compared to $1,417.7 million in 2020. The net sales increase of approximately $343.5
million or 24% year-over-year was primarily due to higher sales volumes of 13%, which includes additional net sales from recent
acquisitions of 4%, increases from selling price and product mix of 8% and the positive impact of foreign currency translation of 3%.
The increase in organic sales volumes compared to 2020 was primarily the result of the continued year-over-year improvement in end
market conditions from the prior year impacts of COVID-19 and continued market share gains. Sales from acquisitions is primarily
driven by the Company’s acquisition of Coral Chemical Company (“Coral”) in December 2020 and the tin-plating solutions business
acquired in February 2021. The increase from selling price and product mix includes the impact of current year selling price increases
implemented in response to the increases in raw material costs experienced in 2021. The positive impact from foreign currency
translation is primarily the result of the strengthening of the Chinese renminbi, euro, Mexican peso, the Canadian dollar and the
British pound against the U.S. dollar year-over-year.
COGS were $1,166.5 million in 2021 compared to $904.2 million in 2020. The increase in COGS of 29% was driven by the
associated COGS on the increase in net sales described above, and continued increases in the Company’s global raw material costs
compared to the prior year and the impacts of supply constraints in the current year.
Gross profit in 2021 of $594.6 million increased $81.2 million or approximately 16% from 2020, due primarily to the increase in
net sales noted above. The Company’s reported gross margin in 2021 was 33.8% compared to 36.2% in 2020. The lower current year
gross margin is primarily attributable to increased raw materials and other costs that began in the fourth quarter of 2020 and have
continued throughout 2021 and the impacts of constraints on the world’s global supply chain partially offset by the Company’s
ongoing pricing initiatives.
35
SG&A in 2021 increased $38.1 million compared to 2020 due primarily to the impact of sales increases on direct selling costs,
year-over-year inflation increases, additional SG&A from recent acquisitions and higher SG&A due to foreign currency translation,
partially offset by lower incentive compensation year-over -year as well as the benefits of additional realized cost synergies associated
with the Combination year-over-year. In addition, SG&A was lower in the prior year period as a result of temporary cost saving
measures the Company implemented in response to COVID-19. While the Company continues to manage costs during the on-going
pandemic, it has incurred higher SG&A year-over-year as the global economy continues to gradually rebound.
During 2021 and 2020, the Company incurred $23.9 million and $29.8 million, respectively, of Combination, integration and
other acquisition-related expenses primarily for professional fees related to Houghton integration and other acquisition-related
activities. See the Non-GAAP Measures section of this Item, above.
The Company initiated a restructuring program during 2019 as part of its global plan to realize cost synergies associated with the
Combination. The Company incurred restructuring and related charges for reductions in headcount and site closures under this
program, net of adjustments to initial estimates for severance, of an expense of $1.4 million and $5.5 million during 2021 and 2020,
respectively. See the Non-GAAP Measures section of this Item, above.
Operating income in 2021 was $150.5 million compared to $59.4 million in 2020. Excluding Combination, integration and other
acquisition-related expenses, restructuring and related charges and other non-core items, the Company’s current year non-GAAP
operating income of $182.6 million increased compared to $134.0 million in the prior year, primarily due to the increase in net sales
described above and the benefits from cost savings related to the Combination offset by an increase in SG&A as well as the significant
increases in raw material costs year-over-year. The Company estimates that it realized cost synergies associated with the Combination
of approximately $75 million during 2021 compared to approximately $58 million during 2020.
The Company had other income, net, of $18.9 million in 2021 compared to other expense, net, of $5.6 million in 2020. The year-
over-year change was primarily a result of other income related to certain non-income tax credits recorded by the Company’s
Brazilian subsidiaries, the gain on the sale of certain held-for-sale real property assets and lower foreign currency transaction losses in
2021 as compared to the prior year. The Company had non-service components of pension and postretirement benefit income in the
current year compared to an expense in the prior year as a result of the $22.7 million pension settlement charge directly related to the
termination of the Legacy Quaker U.S. pension plan partially offset by a $18.1 million gain related to the lapse of restrictions over
certain cash that was previously designated solely for the settlement of asbestos claims at an inactive subsidiary, all of which are
described in the Non-GAAP Measures section of this Item, above.
Interest expense, net, decreased $4.3 million compared to 2020 driven by lower current year average borrowings outstanding as a
result of the additional revolver borrowings drawn during part of 2020 at the onset of the pandemic to add additional liquidity, coupled
with a decline in overall interest rates year-over-year, as the weighted average interest rate incurred on borrowings under the
Company’s credit facility was approximately 1.6% during 2021 compared to approximately 2.2% during 2020.
The Company’s effective tax rates for 2021 and 2020 were an expense of 23.8% and benefit of 19.5%, respectively. The
Company’s higher current year effective tax rate is driven by a higher level of pre-tax earnings and mix of earnings, as well as
deferred tax expense related to the planned repatriation of non-U.S. earnings. In addition, the rate was impacted by certain one-time
charges and benefits related to an intercompany intangible asset transfer and related royalty income recognition offset by changes in
the valuation allowance for foreign tax credits. Comparatively, the prior year effective tax rate was impacted by the tax effect of
certain one-time tax charges and benefits related to a 2020 intercompany intangible asset transfer, additional charges for uncertain tax
positions relating to certain foreign tax audits, and the tax impact of the Company’s termination of its Legacy Quaker U.S. pension
plan. Excluding the impact of these items as well as all other non-core items in each year, described in the Non-GAAP Measures
section of this Item, above, the Company estimates that the 2021 and 2020 effective tax rates would have been approximately 26%
and 25%, respectively. The higher estimated current year tax rate was primarily driven by a higher level of pre -tax earnings and the
impact of changes in mix of earnings, deferred taxes related to the planned repatriation of non-U.S. earnings, and provision to return
adjustments in the prior period. The Company may experience continued volatility in its effective tax rates due to several factors,
including the timing of tax audits and the expiration of applicable statutes of limitations as they relate to uncertain tax positions, the
unpredictability of the timing and amount of certain incentives in various tax jurisdictions, the treatment of certain acquisition-related
costs and the timing and amount of certain share-based compensation-related tax benefits, among other factors. In addition, the
foreign tax credit valuation allowance, or absence thereof, is based on a number of variables, including forecasted earnings, which
may vary.
Equity in net income of associated companies increased $2.0 million in 2021 compared to 2020, primarily due to higher current
year income from the Company’s interest in a captive insurance company partially offset by lower earnings from the Company’s 50%
interest in a joint venture in Korea compared to the prior year. See the Non-GAAP Measures section of this Item, above.
Net income attributable to noncontrolling interest was less than $0.1 million in 2021 compared to $0.1 million in 2020
primarily a
result of the first quarter of 2020 acquisition of the remaining ownership interest in one of the Company’s South African affiliates
.
Foreign exchange positively impacted the Company’s yearly results by approximately 6% driven by the positive impact from
foreign currency translation on earnings as well as lower foreign exchange transaction losses in the current year as compared to the
prior year.
36
Consolidated Operations Review – Comparison of 2020 with 2019
Net sales were $1,417.7 million in 2020 compared to $1,133.5 million in 2019. The net sales increase of 25% year-over-year
includes additional net sales from acquisitions, primarily Houghton and Norman Hay, of $408.6 million. Excluding net sales related
to acquisitions, the Company’s prior year net sales would have declined approximately 11% which reflects a decrease in sales volumes
of 9%, a negative impact from foreign currency translation of 1% and a decrease from selling price and product mix of 1%. The
primary driver of the volume decline in the prior year was the negative impact of COVID-19 on global production levels.
COGS were $904.2 million in 2020 compared to $741.4 million in 2019. The increase in COGS of 22% was primarily due to the
inclusion of a full year of Houghton and Norman Hay COGS and $0.8 million of accelerated depreciation charges in 2020, partially
offset by lower prior year COGS on the decline in net sales due to COVID-19 and 2019 charges of $11.7 million to increase acquired
inventory to its fair value, described in the Non-GAAP Measures section of this Item above.
Gross profit in 2020 increased $121.3 million or 31% from 2019 due primarily to additional gross profit from Houghton and
Norman Hay. The Company’s reported gross margin in 2020 was 36.2% compared to 34.6% in 2019, which included the inventory
fair value step up described above. Excluding one-time increases to COGS in both periods, the Company estimates that its gross
margins for 2020 and 2019 would have been 36.3% and 35.7%, respectively. The estimated increase in gross margin year-over-year
was primarily due to lower COGS as a result of the Company’s progress on Combination-related logistics, procurement and
manufacturing cost savings initiatives, partially offset by the lower sales volumes on certain fixed manufacturing costs.
SG&A in 2020 increased $96.9 million compared to 2019 due primarily to additional SG&A from Houghton and Norman Hay,
partially offset by the impact of COVID-19 cost savings actions, including lower travel expenses, and the benefits of realized costs
savings associated with the Combination.
During 2020, the Company incurred $29.8 million of Combination, integration and other acquisition-related expenses, primarily
for professional fees related to Houghton integration and other acquisition -related activities. Comparatively, the Company incurred
$35.5 million of similar expenses in 2019, primarily due to various professional fees related to integration planning and regulatory
approval as well as professional fees associated with closing the Combination. See the Non-GAAP Measures section of this Item,
above.
The Company initiated a restructuring program during the third quarter of 2019 as part of its global plan to realize cost synergies
associated with the Combination. The Company recorded additional restructuring and related charges of $5.5 million during 2020
compared to $26.7 million during 2019 under this program. See the Non-GAAP Measures section of this Item, above.
During the first quarter of 2020, the Company recorded a $38.0 million non-cash impairment charge to write down the value of
certain indefinite-lived intangible assets associated with the Combination. This non-cash impairment charge is related to certain
acquired Houghton trademarks and tradenames and is primarily the result of the negative impacts of COVID-19 on their estimated fair
values. There were no additional impairment charges in the remainder of 2020 or in 2019. See the Critical Accounting Policies and
Estimates section as well as the Non-GAAP Measures section, of this Item, above.
Operating income in 2020 was $59.4 million compared to $46.1 million in 2019. Excluding Combination, integration and other
acquisition-related expenses, restructuring and related charges, the non-cash indefinite-lived intangible asset impairment charge, and
other expenses that are not indicative of the Company’s future operating performance, the Company’s non-GAAP operating income
during 2020 of $134.0 million increased compared to $121.9 million in 2019, primarily due to additional operating income from
Houghton and Norman Hay and the benefits from costs savings initiatives related to the Combination, partially offset by the current
year negative impact due to COVID-19.
The Company’s other expense, net, was $5.6 million in 2020 compared to $0.3 million in 2019. The year-over-year increase in
other expense, net was primarily due to the first quarter of 2020 non-cash settlement charge of $22.7 million associated with the
termination of the Legacy Quaker U.S. Pension Plan, partially offset by a fourth quarter of 2020 gain of $18.1 million related to the
lapsing of restrictions over certain cash that was previously designated solely for the settlement of asbestos claims at an inactive
subsidiary of the Company, which are both described in the Non-GAAP Measures section of this Item, above. Additionally, the
increase year-over-year in other expense, net, includes higher foreign currency transaction losses in 2020.
Interest expense, net, increased $9.6 million in 2020 compared to 2019 primarily due to a full year of borrowings under the
Company’s Credit Facility to finance the closing of the Combination on August 1, 2019, partially offset by lower overall interest rates
in the 2020.
The Company’s effective tax rates for 2020 and 2019 were a benefit of 19.5% and an expense of 7.2%, respectively. The
Company’s 2020 effective tax rate was impacted by the tax effect of certain one-time tax charges and benefits, including deferred tax
benefits related to an intercompany intangible asset transfer, as well as changes in the valuation allowance for foreign tax credits,
additional charges for uncertain tax positions relating to certain foreign tax audits, and the tax impact of the Company’s termination of
its Legacy Quaker U.S. pension plan. Comparatively, the 2019 effectiv e tax rate was primarily impacted by certain non-deductible
costs associated with the Combination as well as a deferred tax benefit related to a separate intercompany intangible asset transfer.
Excluding the impact of all non-core items in each year, described in the Non-GAAP measures section of this Item, above, the
Company estimates that its effective tax rates for 2020 and 2019 were approximately 25% and 22%, respectively. The year-over-year
increase is driven primarily by higher U.S. income taxes resulting from a change in certain deductions and the taxability of foreign
earnings in the U.S., partially offset by a change in the mix of earnings.
37
Equity in net income of associated companies increased $2.3 million in 2020 compared to 2019, primarily due to additional
earnings from our 50% interest in a joint venture in Korea partially offset by lower earnings from the Company’s interest in a captive
insurance company. See the Non-GAAP Measures section of this Item, above.
Net income attributable to noncontrolling interest was $0.1 million in 2020 compared to $0.3 million in 2019 primarily a result of
the first quarter of 2020 acquisition of the remaining ownership interest in one of the Company’s South African affiliates.
Foreign exchange negatively impacted the Company’s 2020 results by approximately $0.38 per diluted share, primarily due to
higher foreign exchange transaction losses year-over-year and, to a lesser extent, an aggregate negative impact from foreign currency
translation on earnings.
Reportable Segments Review - Comparison of 2021 with 2020
The Company’s reportable segments reflect the structure of the Company’s internal organization, the method by which the
Company’s resources are allocated and the manner by which the chief operating decision maker of the Company assesses its
performance. The Company has four reportable segments: (i) Americas; (ii) EMEA; (iii) Asia/Pacific; and (iv) Global Specialty
Businesses. The three geographic segments are composed of the net sales and operations in each respective region, excluding net
sales and operations managed globally by the Global Specialty Businesses segment, which includes the Company’s container, metal
finishing, mining, offshore, specialty coatings, specialty grease and Norman Hay businesses.
Segment operating earnings for the Company’s reportable segments are comprised of net sales less COGS and SG&A directly
related to the respective segment’s product sales. Operating expenses not directly attributable to the net sales of each respective
segment, such as certain corporate and administrative costs, Combination, integration and other acquisition-related expenses,
Restructuring and related charges, and COGS related to acquired inventory sold, which is adjusted to fair value as part of purchase
accounting, are not included in segment operating earnings. Other items not specifically identified with the Company’s reportable
segments include interest expense, net, and other income (expense), net.
Americas
Americas represented approximately 33% of the Company’s consolidated net sales in 2021. The segment’s net sales were $572.6
million, an increase of $122.5 million or 27% compared to 2020. The increase in net sales was driven by a benefit in selling price and
product mix of 11%, increases in organic volumes of approximately 10%, additional net sales from acquisitions of 5%, and the
positive impact of foreign currency translation of 1%. The current year organic volume increase was driven by the continued
improvement in end market conditions compared to the prior year which was impacted by COVID-19. The increase in selling price
and product mix is primarily driven by price increases implemented to help offset the significant increases in raw material and other
input costs incurred during 2021. The foreign exchange impact was primarily driven by the strengthening of the Mexican peso against
the U.S. dollar, as this exchange rate averaged 20.27 in 2021 compared to 21.34 during 2020. This segment’s operating earnings were
$124.9 million, an increase of $28.5 million or 30% compared to 2020. The increase in segment operating earnings reflects the higher
net sales, described above, partially offset by lower gross margins driven by the continued raw material cost increases and global
supply chain and logistics pressures coupled with higher SG&A including an increase in direct selling costs associated with higher net
sales, SG&A from acquisitions and an increase in SG&A as the prior year included temporary cost savings measures implemented in
response to the onset of the COVID-19 pandemic.
EMEA
EMEA represented approximately 27% of the Company’s consolidated net sales in 2021. The segment’s net sales were $480.1
million, an increase of $96.9 million or 25% compared to 2020. The increase in net sales was driven by a benefit from selling price
and product mix of 10%, increases in organic volumes of approximately 9%, the positive impact of foreign currency translation of 4%,
and additional net sales from acquisitions of 2%. The increase in selling price and product mix is primarily driven by price increases
implemented to offset the significant increase in raw material and other input costs incurred during 2021. The current year volume
increase was driven by the continued improvement in end market conditions compared to the prior year which was heavily impacted
by COVID-19. The foreign exchange impact was primarily driven by the strengthening of the euro against the U.S. dollar as this
exchange rate averaged 1.18 in 2021 compared to 1.14 in 2020. This segment’s operating earnings were $85.2 million, an increase of
$16.0 million or 23% compared to 2020. The increase in segment operating earnings reflects the higher net sales described above,
partially offset by lower current year gross margins driven by the continued raw material cost increases and global supply chain and
logistics pressures as well as higher SG&A including increases in direct selling costs associated with higher net sales as well as
increases as the prior year included temporary cost savings measures implemented in response to the onset of the COVID-19
pandemic.
Asia/Pacific
Asia/Pacific represented approximately 22% of the Company’s consolidated net sales in 2021. The segment’s net sales were
$388.2 million, an increase of approximately $72.9 million or 23% compared to 2020. The increase in net sales year-over-year was
driven by increases in volumes of approximately 15%, the positive impact of foreign currency translation of 5%, increases from
selling price and product mix of 2% and additional net sales from acquisitions of 1%. The current year volume increase was driven by
the continued improvement in end market conditions compared to the prior year which was impacted by COVID-19. The foreign
38
exchange impact was primarily due to the strengthening of the Chinese renminbi against the U.S. dollar as this exchange rate averaged
6.45 in 2021 compared to 6.90 in 2020. This segment’s operating earnings were $96.3 million, an increase of $8.0 million or 9%
compared to 2020. The increase in segment operating earnings was driven by the higher net sales described above, partially offset by
lower gross margins driven by the continued raw material cost increases and global supply chain and logistics pressures as well as
higher direct selling costs associated with higher net sales and an increase in SG&A as the prior year included temporary cost savings
measures implemented in response to the onset of the COVID-19 pandemic .
Global Specialty Businesses
Global Specialty Businesses represented approximately 18% of the Company’s consolidated net sales in 2021. The segment’s net
sales were $320.2 million, an increase of $51.2 million or 19% compared to 2020. The increase in net sales was driven by increases in
selling price and product mix, including Norman Hay, of 14%, additional net sales from acquisitions of 8%, and the positive impact of
foreign currency translation of 2% partially offset by volume declines of approximately 5%. Both the changes in selling price and
product mix and sales volumes were primarily driven by higher amounts of shipments of a lower priced product in the Company’s
mining business in the prior year. The foreign exchange impact was a result of similar strengthening of certain currencies in EMEA
and Americas as described above. This segment’s operating earnings were $90.6 million, an increase of $10.9 million or 14%
compared to 2020. The increase in segment operating earnings reflects the higher net sales, described above, partially offset by lower
gross margins in the current year coupled with higher SG&A, including an increase in direct selling costs associated with higher net
sales, SG&A from acquisitions and an increase in SG&A as the prior year included temporary cost savings measures implemented in
response to the onset of the COVID-19 pandemic.
Reportable Segments Review – Comparison of 2020 with 2019
Americas
Americas represented approximately 32% of the Company’s consolidated net sales in 2020. The segment’s net sales were $450.2
million, an increase of $58.0 million or 15% compared to 2019. The increase in net sales reflects additional net sales from
acquisitions of $120.4 million, primarily a result of the inclusion of seven additional months of Houghton net sales, as the
Combination closed on August 1, 2019. Excluding net sales from acquisitions, the segment’s net sales decreased by approximately
16% due to lower volumes of 12% and a negative impact of foreign currency translation of 4%. The volume decline was driven by
the economic slowdown that began in late March and continued throughout 2020 due to the impacts of COVID-19. The foreign
exchange impact was primarily due to the weakening of the Brazilian real and the Mexican peso against the U.S. dollar, as these
exchange rates averaged 5.10 and 21.34, respectively, in 2020 compared to 3.94 and 19.24, respectively in 2019. This segment’s
operating earnings were $96.4 million, an increase of $18.1 million or 23% compared to 2019. The increase in segment operating
earnings reflects the inclusion of a full year of Houghton net sales, noted, above, and the impacts on gross margins and SG&A due to
the Combination’s cost synergies and costs savings actions related to COVID-19 year-over-year, partially offset by the impact of
COVID-19 on sales volumes and higher COGS and SG&A due to seven additional months of Houghton in 2020.
EMEA
EMEA represented approximately 27% of the Company’s consolidated net sales in 2020. The segment’s net sales were $383.2
million, an increase of $97.6 million or 34% compared to 2019. The increase in net sales reflects additional net sales from
acquisitions of $117.9 million, primarily a result of the inclusion of seven additional months of Houghton net sales, as the
Combination closed on August 1, 2019. Excluding net sales from acquisitions, the segment’s net sales decreased year-over-year by
approximately 7% due to lower volumes of 10%, partially offset by a positive impact of foreign currency translation of 2% and
increases in selling price and product mix of 1%. The current year volume decline was driven by the economic slowdown that began
in late March and continued throughout 2020 due to the impacts of COVID-19. The foreign exchange impact was primarily due to the
strengthening of the euro against the U.S. dollar as this exchange rate averaged 1.14 in 2020 compared to 1.12 in 2019. This
segment’s operating earnings were $69.2 million, an increase of $22.1 million or 47% compared to 2019. The increase in segment
operating earnings reflects the inclusion of a full year of Houghton net sales, noted, above, and the impacts on gross margins and
SG&A due to the Combination’s cost synergies and costs savings actions related to COVID-19 year-over-year, partially offset by the
impact of COVID-19 on sales volumes and higher COGS and SG&A due to seven additional months of Houghton in 2020.
Asia/Pacific
Asia/Pacific represented approximately 22% of the Company’s consolidated net sales in 2020. The segment’s net sales were
$315.3 million, an increase of $67.5 million or 27% compared to 2019. The increase in net sales reflects the inclusion of seven
additional months of Houghton net sales of $79.7 million, as the Combination closed on August 1, 2019. Excluding Houghton net
sales, the segment’s net sales decreased by approximately 5% year-over-year was due to lower volumes of 3% and decreases in selling
price and product mix of 3% partially offset by the positive impact of foreign currency translation of 1%. The current year volume
decline was driven by the economic slowdown that began in the first quarter of 2020 in China and in late March throughout the rest of
the region due to the impacts of COVID-19. The foreign exchange impact was primarily due to the strengthening of the Chinese
renminbi against the U.S. dollar. While this exchange rate averaged 6.90 in each of 2020 and 2019, respectively, post the closing of
the Combination, this exchange rate strengthened in the last 5 months of 2020 to average 6.72 compared to 7.06 in the last 5 months of
2019, partially offset by the weakening of the Indian rupee against the U.S. dollar as this exchange rate averaged 73.95 in 2020
compared to 70.35 in 2019. This segment’s operating earnings were $88.4 million, an increase of $20.8 million or 31% compared to
39
2019. The increase in segment operating earnings reflects the inclusion of incremental Houghton net sales, noted, above, and the
impacts on gross margins and SG&A due to the Combination’s cost synergies and costs savings actions related to COVID-19 year-
over-year, partially offset by the impact of COVID-19 on sales volumes and higher COGS and SG&A due to seven additional months
of Houghton in 2020.
Global Specialty Businesses
Global Specialty Businesses represented approximately 19% of the Company’s consolidated net sales in 2020. The segment’s net
sales were $269.0 million, an increase of $61.1 million or 29% compared to 2019. The increase in net sales reflects the inclusion of
seven additional months of Houghton net sales and nine additional months of Norman Hay net sales, totaling $90.6 million, as the
Combination closed on August 1, 2019 and the Norman Hay acquisition closed on October 1, 2019. Excluding Houghton and
Norman Hay net sales, the segment’s net sales decreased by approximately 14% year-over-year due to lower volumes of 7%,
decreases in selling price and product mix of 5% and a negative impact from foreign currency translation of 2%. The current year
volume decline was primarily due to a decrease in the Company’s specialty coatings business driven by Boeing’s decision to
temporarily stop production of the 737 Max aircraft and volume declines due to the economic slowdown resulting from COVID-19.
Partially offsetting these volume declines, and contributing to the decrease in selling price and product mix, were higher shipments of
a lower priced product in the Company’s mining business compared to 2019. The foreign exchange impact was primarily due to the
weakening of the Brazilian real against the U.S. dollar described in the Americas section, above. This segment’s operating earnings
were $79.7 million, an increase of $20.8 million or 35% compared to 2019. The increase in segment operating earnings reflects the
inclusion of incremental Houghton and Norman Hay net sales, noted above, coupled with an increase in gross margin due to the
Company’s progress on Combination -related logistics, procurement and manufacturing cost savings initiatives, partially offset by
higher SG&A, including seven additional months of Houghton and nine additional months of Norman Hay SG&A in 2020.
Environmental Clean-up Activities
The Company is involved in environmental clean-up activities in connection with an existing plant location and former waste
disposal sites. This includes certain soil and groundwater contamination the Company identified in 1992 at AC Products, Inc.
(“ACP”), a wholly owned subsidiary. In voluntary coordination with the Santa Ana California Regional Water Quality Board, ACP
has been remediating the contamination. In 2007, ACP agreed to operate two groundwater treatment systems, so as to hydraulically
contain groundwater contamination emanating from ACP’s site until such time as the concentrations of contaminants are below the
current Federal maximum contaminant level for four consecutive quarterly sampling events. In 2014, ACP ceased operation at one of
its two groundwater treatment systems, as it had met the above condition for closure. In 2020, the Santa Ana Regional Water Quality
Control Board asked that ACP conduct some additional indoor and outdoor soil vapor testing on and near the ACP site to confirm that
ACP continues to meet the applicable local standards and ACP has begun the testing program. Such testing began in 2020 and
continued into 2021. As of December 31, 2021, ACP believes it is close to meeting the conditions for closure of the remaining
groundwater treatment system but continues to operate this system while in discussions with the relevant authorities. As of December
31, 2021, the Company believes that the range of potential-known liabilities associated with the balance of the ACP water remediation
program is approximately $0.1 million to $1.0 million. The low and high ends of the range are based on the length of operation of the
treatment system as determined by groundwater modeling.
The Company is party to environmental matters related to certain domestic and foreign properties. The Company’s Sao Paulo,
Brazil site was required under Brazilian environmental, health and safety regulations to perform an environmental assessment as part
of a permit renewal process. Initial investigations identified soil and ground water contamination in select areas of the site. The site
has conducted a multi-year soil and groundwater investigation and corresponding risk assessments based on the result of the
investigations. In 2017, the site had to submit a new 5-year permit renewal request and was asked to complete additional
investigations to further delineate the site based on review of the technical data by the local regulatory agency, Companhia Ambiental
do Estado de São Paulo (“CETESB”). Based on review of the updated investigation data, CETESB issued a Technical Opinion
regarding the investigation and remedial actions taken to date. The site developed an action plan and submitted it to CETESB in 2018
based on CETESB requirements. The site intervention plan primarily requires the site, among other actions, to conduct periodic
monitoring for methane in soil vapors, source zone delineation, groundwater plume delineation, bedrock aquifer assessment, update
the human health risk assessment, develop a current site conceptual model and conduct a remedial feasibility study and provide a
revised intervention plan. In 2019, the site submitted a report on the activities completed including the revised site conceptual model
and results of the remedial feasibility study and recommended remedial strategy for the site. Other environmental matters include
participation in certain payments in connection with four currently active environmental consent orders related to certain hazardous
waste cleanup activities under the U.S. Federal Superfund statute. The Company has been designated a potentially responsible party
(“PRP”) by the Environmental Protection Agency along with other PRPs depending on the site, and has other obligations to perform
cleanup activities at certain other foreign subsidiaries. These environmental matters primarily require the Company to perform long-
term monitoring as well as operating and maintenance at each of the applicable sites.
The Company continually evaluates its obligations related to such matters, and based on historical costs incurred and projected
costs to be incurred over the next 27 years, has estimated the present value range of costs for these environmental matters, on a
discounted basis, to be between approximately $5.0 million and $6.0 million as of December 31, 2021, for which $5.6 million is
accrued within other accrued liabilities and other non-current liabilities on the Company’s Consolidated Balance Sheet as of
December 31, 2021. Comparatively, as of December 31, 2020, the Company had $6.0 million accrued with respect to these matters.
40
The Company believes, although there can be no assurance regarding the outcome of other unrelated environmental matters, that
it has made adequate accruals for costs associated with other environmental problems of which it is aware. Approximately $0.4
million and $0.1 million were accrued as of December 31, 2021 and 2020, respectively, to provide for such anticipated future
environmental assessments and remediation costs.
Notwithstanding the foregoing, the Company cannot be certain that future liabilities in the form of remediation expenses and
damages will not exceed amounts reserved. See Note 26 of Notes to Consolidated Financial Statements in Item 8 of this Report
General
See Item 7A of this Report, below, for further discussion of certain quantitative and qualitative disclosures about market risk.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
Quaker Houghton is exposed to the impact of interest rates, foreign currency fluctuations, changes in commodity prices, and
credit risk. The current economic environment associated with COVID-19 has led to significant volatility and uncertainty with each
of these market risks. See Item 1A. “Risk Factors.” of this Report for additional discussions of the current and potential risks
associated with the COVID-19 pandemic. Except as otherwise disclosed below, the market risks discussed below did not change
materially from December 31, 2020.
Interest Rate Risk.
The Company’s exposure to changes in interest rates relates primarily to its borrowings under the Credit
Facility. Borrowings under the Credit Facility bear interest at a specified benchmark plus an applicable margin based upon the
Company’s consolidated net leverage ratio and the currency of the borrowing. In December 2021, the Company entered into the
Second Amendment to provide an update for the use of a non-USD currency LIBOR successor rate. At this time, it remains uncertain
what rate will succeed LIBOR for loans denominated in U.S. dollars. As a result of the variable interest rates applicable under the
Credit Facility, including with respect to any future successor rate if interest rates rise significantly, the cost of debt to the Company
could increase as well. This could have an adverse effect on the Company, depending on the extent of the Company’s borrowings
outstanding throughout a given year. As of December 31, 2021, the Company had outstanding borrowings under the Credit Facility of
approximately $889.6 million. The variable interest rate incurred on the outstanding borrowings under the Credit Facility during the
year ended December 31, 2021 was approximately 1.6%. If interest rates had changed by 10% during 2021, the Company’s interest
expense for the period ended December 31, 2021 on its credit facilities, including the Credit Facility borrowings outstanding post-
closing of the Combination, would have correspondingly increased or decreased by approximately $0.8 million.
The Credit Facility required the Company to fix its variable interest rates on at least 20% of its total Term Loans. In order to
satisfy this requirement as well as to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility,
in November 2019, the Company entered into $170.0 million notional amounts of three year interest rate swaps at a base rate of 1.64%
plus an applicable margin as provided in the Credit Facility, based on the Company’s consolidated net leverage ratio. At the time the
Company entered into the swaps and as of December 31, 2021, the aggregate interest rate on the swaps, including the fixed base rate
plus an applicable margin, was 3.1%. These interest rate swaps are designated and qualify as cash flow hedges. The Company has
previously used derivative financial instruments primarily for the purpose of hedging exposures to fluctuations in interest rates.
Foreign Exchange Risk
. A significant portion of the Company’s revenues and earnings are generated by its foreign operations.
These foreign operations also represent a significant portion of Quake r Houghton’s assets and liabilities. Generally, all of these
foreign operations use the local currency as their functional currency. Accordingly, Quaker Houghton’s financial results are affected
by foreign currency fluctuations, particularly between the U.S. dollar and the euro, the British pound sterling, the Brazilian real, the
Mexican peso, the Chinese renminbi and the Indian rupee. Quaker Houghton’s results can be materially affected depending on the
volatility and magnitude of foreign exchange rate changes. If the euro, the British pound sterling, the Brazilian real, the Mexican
peso, the Chinese renminbi and the Indian rupee had all weakened or strengthened by 10% against the U.S. dollar, the Company’s
2021 revenues and pre-tax earnings would have correspondingly decreased or increased by approximately $98.8 million and $11.7
million, respectively.
The Company generally does not use financial instruments that expose it to significant risk involving foreign currency
transactions. However, the size of its non-U.S. activities has a significant impact on reported operating results and the attendant net
assets. During the past three years, sales by its non-U.S. subsidiaries accounted for approximately 60% to 70% of its consolidated net
sales. In addition, the Company occasionally sources inventory among its worldwide operations. This practice can give rise to
foreign exchange risk resulting from the varying cost of inventory to the receiving location, as well as from the revaluation of
intercompany balances. The Company primarily mitigates this risk through local sourcing efforts.
Commodity Price Risk
. Many of the raw materials used by Quaker Houghton are derivatives of commodity chemicals, which can
experience significant price volatility, and therefore Quaker Houghton’s earnings can be materially affected by market changes in raw
material prices. At times, the Company has entered into fixed-price purchase contracts to manage this risk. These contracts provide
protection to Quaker Houghton if the prices for the contracted raw materials rise; however, in certain circumstances, the Company
may not realize the benefit if such prices decline. A gross margin change of one percentage point, would correspondingly have
increased or decreased the Company’s pre-tax earnings by approximately $17.6 million.
41
Credit Risk
. Quaker Houghton establishes allowances for doubtful accounts for estimated losses resulting from the inability of its
customers to make required payments. If the financial condition of Quaker Houghton’s customers were to deteriorate, resulting in an
impairment of their ability to make payments, additional allowances might be required. Downturns in the overall economic climate
may also exacerbate specific customer financial issues. A significant portion of the Company’s revenues are derived from sales to
customers in the steel and automotive industries, including some of our larger customers, where bankruptcies have occurred in the past
and where companies have experienced past financial difficulties. Though infrequent, when a bankruptcy occurs, Quaker Houghton
must judge the amount of proceeds, if any, that may ultimately be received through the bankruptcy or liquidation process.
In addition, as part of its terms of trade, Quaker Houghton may custom manufacture products for certain large customers and/or
may ship product on a consignment basis. These practices may increase the Company’s exposure should a bankruptcy occur and may
require a write-down or disposal of certain inventory due to its estimated obsolescence or limited marketability as well as of accounts
receivable. Customer returns of products or disputes may also result in similar issues related to the realizability of recorded accounts
receivable or returned inventory. The Company recorded expense to its provision for doubtful accounts by $0.7 million, $3.6 million
and $1.9 million for the years ended December 31, 2021, 2020 and 2019, respectively. A change of 10% to the expense recorded to
the Company’s provision would have increased or decreased the Company’s pre-tax earnings by $0.1 million, $0.4 million and $0.2
million for the years ended December 31, 2021, 2020 and 2019, respectively.
42
Item 8.
Financial Statements and Supplementary Data.
QUAKER CHEMICAL CORPORATION
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
Financial Statements:
)
43
45
46
47
48
49
50
43
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Shareholders of Quaker Chemical Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Quaker Chemical Corporation and its subsidiaries (the
“Company”) as of December 31, 2021 and 2020, and the related consolidated statements of income, of comprehensive income, of
changes in equity and of cash flows for each of the three years in the period ended December 31, 2021, including the related notes
(collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over
financial reporting as of December 31, 2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of
the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2021 in conformity with accounting principles generally accepted in the United States of America. Also
in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31,
2021, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over
financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management's
Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the
Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. 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 Company 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 audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether
due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the
consolidated 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 consolidated financial
statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well
as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting
included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and
testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable
basis for our opinions.
As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Baron Industries and
Grindaix GmbH from its assessment of internal control over financial reporting as of December 31, 2021 because they were acquired
by the Company in purchase business combinations during 2021. We have also excluded Baron Industries and Grindaix from our
audit of internal control over financial reporting. Baron Industries and Grindaix are wholly-owned subsidiaries whose total assets and
total revenues excluded from management’s assessment and our audit of internal control over financial reporting for each entity
represent less than 1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting
principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in
accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect
on the financial statements.
44
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements
that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are
material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The
communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a
whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or
on the accounts or disclosures to which it relates.
Houghton Trademarks and Tradename – Annual Impairment Assessment
As described in Note 16 to the consolidated financial statements, the Company’s consolidated other intangible assets, net balance was
$1,027.8 million as of December 31, 2021, and the indefinite-lived intangible asset was $196.9 million, which substantially relates to
the Houghton trademarks and tradename. Management completes its annual indefinite-lived intangible asset impairment test during
the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment. Management completed its
annual impairment assessment during the fourth quarter of 2021 for the Houghton trademarks and tradename and concluded no
impairment charge was warranted. The determination of estimated fair value of the Houghton trademarks and tradename is based on a
relief from royalty valuation method, which requires management’s judgment and often involves the use of significant estimates and
assumptions with respect to the weighted average cost of capital and royalty rates, as well as revenue growth rates and terminal growth
rates.
The principal considerations for our determination that performing procedures relating to the Houghton trademarks and tradename
annual impairment assessment is a critical audit matter are (i) the significant judgment by management when determining the fair
value of the Houghton trademarks and tradename; (ii) a high degree of auditor judgment, subjectivity, and effort in performing
procedures and evaluating management’s significant assumptions related to the royalty rate, revenue growth rates, and terminal
growth rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion
on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s
indefinite-lived intangible assets annual impairment assessment, including controls over the valuation of the Houghton trademarks and
tradename. These procedures also included, among others (i) testing management’s process for determining the fair value estimate;
(ii) evaluating the appropriateness of the relief from royalty valuation method; (iii) testing the completeness and accuracy of
underlying data used in the method; and (iv) evaluating the reasonableness of significant assumptions related to the royalty rate,
revenue growth rates and terminal growth rates. Evaluating management’s assumptions related to the royalty rate, revenue growth
rates, and terminal growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the
current and past performance of the legacy Houghton business; (ii) the consistency with external market and industry data; and (iii)
whether these assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and
knowledge were used to assist in the evaluation of the relief from royalty valuation method and the royalty rate assumption.
/s/
March 1, 2022
We have served as the Company’s auditor since at least 1972. We have not been able to determine the specific year we began serving
as auditor of the Company.
45
QUAKER CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(
Dollars in thousands, except per share data
)
Year Ended December 31,
2021
2020
2019
Net sales
$
$
$
Cost of goods sold (excluding amortization expense - See Note 16)
Gross profit
Selling, general and administrative expenses
Indefinite-lived intangible asset impairment
Restructuring and related charges
Combination, integration and other acquisition-related expenses
Operating income
Other income (expense), net
(5,618 )
(254 )
Interest expense, net
(22,326
(26,603
(16,976
Income before taxes and equity in net income of associated companies
Taxes on income before equity in net income of associated companies
(5,296 )
Income before equity in net income of associated companies
Equity in net income of associated companies
Net income
Less: Net income attributable to noncontrolling interest
Net income attributable to Quaker Chemical Corporation
$
$
$
Per share data:
Net income attributable to Quaker Chemical Corporation common
shareholders – basic
$
$
$
Net income attributable to Quaker Chemical Corporation common
shareholders – diluted
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
46
QUAKER CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(
Dollars in thousands
)
Year Ended December 31,
2021
2020
2019
Net income
$
$
$
Other comprehensive (loss) income, net of tax
Currency translation adjustments
(46,952 )
Defined benefit retirement plans
Net gain (loss) arising during the period, other
(6,289 )
Amortization of actuarial loss
Amortization of prior service gain
(69 )
(151 )
Current period change in fair value of derivatives
(3,278 )
(320 )
Unrealized (loss) gain on available-for-sale securities
(2,945 )
Other comprehensive (loss) income
(37,376 )
Comprehensive income
Less: Comprehensive income attributable to noncontrolling interest
(78 )
(37 )
(287 )
Comprehensive income attributable to Quaker Chemical Corporation
$
$
$
The accompanying notes are an integral part of these consolidated financial statements.
47
QUAKER CHEMICAL CORPORATION
CONSOLIDATED BALANCE SHEETS
(
Dollars in thousands, except par value
)
December 31,
2021
2020
ASSETS
Current assets
Cash and cash equivalents
$
$
Accounts receivable, net
Inventories, net
Prepaid expenses and other current assets
Total current assets
Property, plant and equipment, net
Right of use lease assets
Goodwill
Other intangible assets, net
Investments in associated companies
Deferred tax assets
Other non-current assets
Total assets
$
$
LIABILITIES AND EQUITY
Current liabilities
Short-term borrowings and current portion of long-term debt
$
$
Accounts payable
Dividends payable
Accrued compensation
Accrued restructuring
Accrued pension and postretirement benefits
Other accrued liabilities
Total current liabilities
Long-term debt
Long-term lease liabilities
Deferred tax liabilities
Non-current accrued pension and postretirement benefits
Other non-current liabilities
Total liabilities
Commitments and contingencies (Note 26)
-
-
Equity
Common stock, $
2021 –
Capital in excess of par value
Retained earnings
Accumulated other comprehensive loss
(63,990 )
(26,598 )
Total Quaker shareholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
$
$
The accompanying notes are an integral part of these consolidated financial statements.
48
QUAKER CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(
Dollars in thousands
)
Year Ended December 31,
2021
2020
2019
Cash flows from operating activities
Net income
$
$
$
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization of debt issuance costs
Depreciation and amortization
Equity in undistributed earnings of associated companies, net of dividends
(8,971 )
(2,115 )
Acquisition-related fair value adjustments related to inventory
Deferred income taxes
(12,506 )
(38,281 )
(24,242 )
Uncertain tax positions (non-deferred portion)
(922 )
Non-current income taxes payable
Deferred compensation and other, net
(5,325 )
(471 )
(6,789 )
Share-based compensation
(Gain) loss on disposal of property, plant, equipment and other assets
(4,695 )
(58 )
Insurance settlement realized
(1,035 )
(822 )
Indefinite-lived intangible asset impairment
Gain on inactive subsidiary litigation and settlement reserve
(18,144 )
Combination and other acquisition-related expenses, net of payments
(1,974 )
(14,414 )
Restructuring and related charges
Pension and other postretirement benefits
(6,330 )
(Decrease) increase in cash from changes in current assets and current
liabilities, net of acquisitions:
Accounts receivable
(67,473 )
Inventories
(84,428 )
(3,854 )
Prepaid expenses and other current assets
(21,174 )
(4,640 )
Change in restructuring liabilities
(5,266 )
(15,745 )
(8,899 )
Accounts payable and accrued liabilities
(8,915 )
Estimated taxes on income
(1,373 )
Net cash provided by operating activities
Cash flows from investing activities
Investments in property, plant and equipment
(21,457 )
(17,901 )
(15,545 )
Payments related to acquisitions, net of cash acquired
(42,417 )
(56,230 )
(893,412 )
Proceeds from disposition of assets
Insurance settlement interest earned
Net cash used in investing activities
(49,130 )
(71,385 )
(908,632 )
Cash flows from financing activities
Payments of long-term debt
(38,011 )
(37,615 )
Proceeds from term loan debt
Borrowings (repayments) on revolving credit facilities, net
(11,485 )
Repayments on other debt, net
(776 )
(661 )
(8,798 )
Financing-related debt issuance costs
(23,747 )
Dividends paid
(28,599 )
(27,563 )
(21,830 )
Stock options exercised, other
Purchase of noncontrolling interest in affiliates
(1,047 )
Distributions to noncontrolling affiliate shareholders
(751 )
Net cash (used in) provided by financing activities
(13,465 )
(75,255 )
Effect of foreign exchange rate changes on cash
(3,057 )
Net (decrease) increase in cash, cash equivalents and restricted cash
(16,719 )
Cash, cash equivalents and restricted cash at the beginning of the period
Cash, cash equivalents and restricted cash at the end of the period
$
$
$
Supplemental cash flow disclosures:
Cash paid during the year for:
Income taxes, net of refunds
$
$
$
Interest
Non-cash activities:
Change in accrued purchases of property, plant and equipment, net
$
$
(1,376 )
$
The accompanying notes are an integral part of these consolidated financial statements.
49
QUAKER CHEMICAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(
Dollars in thousands, except per share amounts
)
Accumulated
Capital in
other
Common
excess of
Retained
comprehensive
Noncontrollin
stock
par value
earnings
loss
interest
Total
Balance as of December 31, 2018
$
$
$
$
(80,715 )
$
$
Cumulative effect of an accounting change
(44 )
(44 )
Balance as of January 1, 2019
(80,715 )
Net income
Amounts reported in other comprehensive
income
Dividends declared ($
(23,724 )
(23,724 )
Shares issued related to the Combination
Shares issued upon exercise of stock options
and other
Shares issued for employee stock purchase plan
Share-based compensation plans
Balance as of December 31, 2019
(78,170 )
Cumulative effect of an accounting change
(911 )
(911 )
Balance as of January 1, 2020
(78,170 )
Net income
Amounts reported in other comprehensive
income (loss)
(92 )
Dividends declared ($
(27,786 )
(27,786 )
Acquisition of noncontrolling interest
(707 )
(340 )
(1,047 )
Distributions to noncontrolling affiliate
shareholders
(751 )
(751 )
Shares issued upon exercise of stock options
and other
Share-based compensation plans
Balance as of December 31, 2020
(26,598 )
Net income
Amounts reported in other comprehensive
(loss) income
(37,392 )
(37,376 )
Dividends declared ($
(28,975 )
(28,975 )
Shares issued upon exercise of stock options
and other
Share-based compensation plans
Balance as of December 31, 2021
$
$
$
$
(63,990 )
$
$
The accompanying notes are an integral part of these consolidated financial statements.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
50
Note 1 – Significant Accounting Policies
As used in these Notes to Consolidated Financial Statements, the terms “Quaker,” “Quaker Houghton,” the “Company,” “we,”
and “our” refer to Quaker Chemical Corporation (doing business as Quaker Houghton), its subsidiaries, and associated companies,
unless the context otherwise requires. As used in these Notes to Consolidated Financial Statements, the term Legacy Quaker refers to
the Company prior to the closing of its combination with Houghton International, Inc. (“Houghton”) (herein referred to as the
“Combination”).
Principles of consolidation:
All majority-owned subsidiaries are included in the Company’s consolidated financial statements,
with appropriate elimination of intercompany balances and transactions.
Investments in associated companies (less than majority-
owned and in which the Company has significant influence) are accounted for under the equity method. The Company’s share of net
income or losses in these investments in associated companies is included in the Consolidated Statements of Income.
periodically reviews these investments for impairments and, if necessary, would adjust these investments to their fair value when a
decline in market value or other impairment indicators are deemed to be other than temporary.
Financial Statements.
The Company is not the primary beneficiary of any variable interest entities (“VIEs”) and therefore the
Company’s consolidated financial statements do not include the accounts of any VIEs.
Translation of foreign currency:
Assets and liabilities of non-U.S. subsidiaries and associated companies are translated into
U.S. dollars at the respective rates of exchange prevailing at the end of the year. Income and expense accounts are translated at
average exchange rates prevailing during the year. Translation adjustments resulting from this process are recorded directly in equity
as accumulated other comprehensive (loss) income (“AOCI”) and will be included as income or expense only upon sale or liquidation
of the underlying entity or asset. Generally, all of the Company’s non-U.S. subsidiaries use their local currency as their functional
currency.
Cash and cash equivalents:
Accounts receivable and allowance for doubtful accounts:
Trade accounts receivable subject the Company to credit risk.
Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. The allowance for doubtful
accounts is the Company’s best estimate of the amount of expected credit losses with its existing accounts receivable. The Company
adopted ASU 2016-13,
Financial Instruments - Credit Losses (Topic
326): Measurement of Credit
Losses on Financial Instruments
on
a modified retrospective basis, effective January 1, 2020.
The Company recognizes an allowance for credit losses, which represents the portion of the receivable that the Company does not
expect to collect over its contractual life, considering past events and reasonable and supportable forecasts of future economic
conditions. The Company’s allowance for credit losses on its trade accounts receivable is based on specific collectability facts and
circumstances for each outstanding receivable and customer, the aging of outstanding receivables, and the associated collection risk
the Company estimates for certain past due aging categories, and also, the general risk to all outstanding accounts receivable based on
historical amounts determined to be uncollectible. The Company does not have any off-balance-sheet credit exposure related to its
customers.
Inventories:
Inventories are valued at the lower of cost or net realizable value, and are valued using the first-in, first-out method.
See Note 14 of Notes to Consolidated Financial Statements.
Right of use lease assets and lease liabilities:
The Company determines if an arrangement is a lease at its inception. This
determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly
or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains
the rights to direct the use of, and obtains substantially all of the economic benefits from the use of, the underlying asset. Lease
expense for variable leases and short-term leases is recognized when the obligation is incurred.
The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods
covered by an option to extend the lease that the Company is reasonably certain it will exercise. Operating leases are included in right
of use lease assets, other accrued liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right of use lease assets
and liabilities are recognized at each lease’s commencement date based on the present value of its lease payments over its respective
lease term.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
51
The Company uses the stated borrowing rate for a lease when readily determinable. When a stated borrowing rate is not available
in a lease agreement, the Company uses its incremental borrowing rate based on information available at the lease’s commencement
date to determine the present value of its lease payments. In determining the incremental borrowing rate used to present value each of
its leases, the Company considers certain information including fully secured borrowing rates readily available to the Company and its
subsidiaries. The Company has immaterial finance leases, which are included in Property, plant and equipment (“PP&E”) , current
portion of long-term debt and long-term debt on the Consolidated Balance Sheet.
Long-lived assets:
PP&E is stated at gross cost, less accumulated depreciation. Depreciation is computed using the straight-
line method on an individual asset basis over the following estimated useful lives: buildings and improvements,
machinery and equipment,
current events indicate the carrying amount of such assets may not be recoverable. An estimate of undiscounted cash flows produced
by the asset, or the appropriate group of assets, is compared with the carrying value to determine whether an impairment exists. If
necessary, the Company recognizes an impairment loss for the difference between the carrying amount of the assets and their
estimated fair value. Fair value is based on current and anticipated future cash flows. Upon sale or other dispositions of long-lived
assets, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount, less
proceeds from disposals, is recorded in the Consolidated Statements of Income. Expenditures for renewals or improvements that
increase the estimated useful life or capacity of the assets are capitalized, whereas expenditures for repairs and maintenance are
expensed when incurred.
Capitalized software:
The Company capitalizes certain costs in connection with developing or obtaining software for internal
use, depending on the associated project. These costs are amortized over a period of
intended use.
related systems, approximately $
Balance Sheets at December 31, 2021 and 2020, respectively.
Goodwill and other intangible assets:
The Company records goodwill, definite-lived intangible assets and indefinite-lived
intangible assets at fair value at the date of acquisition. Goodwill and indefinite-lived intangible assets are not amortized but tested for
impairment at least annually. These tests will be performed more frequently if triggering events indicate potential impairment.
Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, generally for periods ranging
from
discussion of long-lived assets, above.
Revenue recognition:
The Company applies the Financial Accounting Standards Board’s (“FASB’s”) guidance on revenue
recognition which requires the Company to recognize revenue in an amount that reflects the consideration to which the Company
expects to be entitled in exchange for goods or services transferred to its customers. To do this, the Company applies the five-step
model in the FASB’s guidance, which requires the Company to: (i) identify the contract with a customer; (ii) identify the performance
obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the
contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation.
The Company identifies a contract with a customer when a sales agreement indicates approval and commitment of the parties;
identifies the rights of the parties; identifies the payment terms; has commercial substance; and it is probable that the Company will
collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer.
The Company identifies a performance obligation in a contract for each promised good or service that is separately identifiable
from other obligations in the contract and for which the customer can benefit from the good or service either on its own or together
with other resources that are readily available to the customer. The Company determines the transaction price as the amount of
consideration it expects to be entitled to in exchange for fulfilling the performance obligations, including the effects of any variable
consideration, significant financing elements, amounts payable to the customer or noncash consideration. For any contracts that have
more than one performance obligation, the Company allocates the transaction price to each performance obligation in an amount that
depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance
obligation.
In accordance with the last step of the FASB’s guidance, the Company recognizes revenue when, or as, it satisfies the
performance obligation in a contract by transferring control of a promised good or providing the service to the customer. The
Company typically satisfies its performance obligations and recognizes revenue at a point in time for product sales, generally when
products are shipped or delivered to the customer, depending on the terms underlying each arrangement. In circumstances where the
Company’s products are on consignment, revenue is generally recognized upon usage or consumption by the customer. For any
Fluidcare
TM
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
52
and recognizes revenue over time, as the promised services are performed. The Company uses input methods to recognize revenue
over time related to these services, including labor costs and time incurred. The Company believes that these input methods represent
the most indicative measure of the Fluidcare
TM
The Company does not have standard payment terms for all customers, however the Company’s general payment terms require
customers to pay for products or services provided after the performance obligation is satisfied. The Company does not have
significant financing arrangements with its customers. Therefore, the Company does not adjust the promised amount of consideration
for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the
Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or
less.
In addition, the Company expenses costs to obtain a contract as incurred when the expected period of benefit, and therefore the
amortization period, is one year or less. In addition, the Company excludes from the measurement of the transaction price all taxes
assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and
collected by the entity from a customer, including sales, use, value added, excise and various other taxes. Lastly, the Company has
elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfilment cost,
rather than an additional promised service. The Company does not have significant amounts of variable consideration in its contracts
with customers and where applicable, the Company’s estimates of variable consideration are not constrained.
The Company records certain third-party license fees in other income (expense), net, in its Consolidated Statement of Income,
which generally include sales-based royalties in exchange for the license of intellectual property. These license fees are recognized in
accordance with their agreed-upon terms and when performance obligations are satisfied, which is generally when the third party has a
subsequent sale.
The Company recognizes a contract asset or receivable on its Consolidated Balance Sheet when the Company performs a service
or transfers a good in advance of receiving consideration. A receivable is the Company’s right to consideration that is unconditional
and only the passage of time is required before payment of that consideration is due. A contract asset is the Company’s right to
consideration in exchange for goods or services that the Company has transferred to a customer.
A contract liability is recognized when the Company receives consideration, or if it has the unconditional right to receive
consideration, in advance of performance. A contract liability is the Company’s obligation to transfer goods or services to a customer
for which the Company has received consideration, or a specified amount of consideration is due, from the customer.
See Note 5 of Notes to Consolidated Financial Statements.
Research and development costs:
Research and development costs are expensed as incurred and are included in selling, general
and administrative expenses (“SG&A”).
the years ended December 31, 2021, 2020 and 2019, respectively.
Environmental liabilities and expenditures:
Accruals for environmental matters are recorded when it is probable that a liability
has been incurred and the amount of the liability can be reasonably estimated. If there is a range of estimated liability and no amount
in that range is considered more probable than another, then the Company records the lowest amount in the range in accordance with
generally accepted accounting principles in the United States (“U.S. GAAP”). Environmental costs and remediation costs are
capitalized if the costs extend the life, increase the capacity or improve safety or efficiency of the property from the date acquired or
constructed, and/or mitigate or prevent contamination in the future.
Asset retirement obligations:
The Company follows the FASB’s guidance regarding asset retirement obligations, which
addresses the accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated
retirement costs. Also, the Company follows the FASB’s guidance for conditional asset retirement obligations (“CARO”), which
relates to legal obligations to perform an asset retirement activity in which the timing and (or) method of settlement are conditional on
a future event that may or may not be within the control of the entity. In accordance with this guidance, the Company records a
liability when there is enough information regarding the timing of the CARO to perform a probability-weighted discounted cash flow
analysis. As of December 31, 2021 and 2020, the Company had limited exposure to such obligations and had immaterial liabilities
recorded for such on its Consolidated Balance Sheets.
Pension and other postretirement benefits:
The Company maintains various noncontributory retirement plans, covering a
portion of its employees in the U.S. and certain other countries, including the Netherlands, the United Kingdom (“U.K.”), Mexico,
Sweden, Germany and France. These retirement plans are subject to the provisions of FASB’s guidance regarding employers’
accounting for defined benefit pension plans. The plans of the remaining non-U.S. subsidiaries are, for the most part, either fully
insured or integrated with the local governments’ plans and are not subject to the provisions of the guidance. The guidance requires
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
53
that employers recognize on a prospective basis the funded status of their defined benefit pension and other postretirement plans on
their consolidated balance sheet and, also, recognize as a component of AOCI, net of tax, the gains or losses and prior service costs or
credits that arise during the period but are not recognized as components of net periodic benefit cost. In addition, the guidance
requires that an employer recognize a settlement charge in their consolidated statement of income when certain events occur,
including plan termination or the settlement of certain plan liabilities. A settlement charge represents the immediate recognition into
expense of a portion of the unrecognized loss within AOCI on the balance sheet in proportion to the share of the projected benefit
obligation that was settled. The measurement date for the Company’s postretirement benefits plan is December 31.
The Company’s global pension investment policies are designed to ensure that pension assets are invested in a manner consistent
with meeting the future benefit obligations of the pension plans and maintaining compliance with various laws and regulations
including the Employee Retirement Income Security Act of 1974. The Company establishes strategic asset allocation percentage
targets and benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. The
Company’s investment horizon is generally long term, and, accordingly, the target asset allocations encompass a long-term
perspective of capital markets, expected risk and return and perceived future economic conditions while also considering the profile of
plan liabilities. To the extent feasible, the short-term investment portfolio is managed to match the short -term obligations, the
intermediate portfolio duration is matched to reduce the risk of volatility in intermediate plan distributions, and the total return
portfolio is managed to maximize the long-term real growth of plan assets. The critical investment principles of diversification,
assessment of risk and targeting the optimal expected returns for given levels of risk are applied. The Company’s investment
guidelines prohibit the use of securities such as letter stock and other unregistered securities, commodities or commodity contracts,
short sales, margin transactions, private placements (unless specifically addressed by addendum), or any derivatives, options or futures
for the purpose of portfolio leveraging.
The target asset allocation is reviewed periodically and is determined based on a long-term projection of capital market outcomes,
inflation rates, fixed income yields, returns, volatilities and correlation relationships. The interaction between plan assets and benefit
obligations is periodically studied to assist in establishing such strategic asset allocation targets. Asset performance is monitored with
an overall expectation that plan assets will meet or exceed benchmark performance over rolling five year periods. The Company’s
pension committee, as authorized by the Company’s Board of Directors (the “Board”), has discretion to manage the assets within
established asset allocation ranges approved by senior management of the Company.
Statements.
Comprehensive income (loss):
The Company presents other comprehensive income (loss) in its Statements of Comprehensive
Income. The Company follows the FASB’s guidance regarding the disclosure of reclassifications from AOCI which requires the
disclosure of significant amounts reclassified from each component of AOCI, the related tax amounts and the income statement line
items affected by such reclassifications.
Income taxes and uncertain tax positions:
The provision for income taxes is determined using the asset and liability approach
of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the
reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or
payable for the current year and the change in deferred taxes during the year. Deferred taxes result from differences between the
financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are
enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be
realized. The FASB’s guidance regarding accounting for uncertainty in income taxes prescribes the recognition threshold and
measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax
return. The guidance further requires the determination of whether the benefits of tax positions are probable or more likely than not
sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than
not sustained upon audit, a company recognizes the largest amount of benefit that is greater than
% likely of being realized upon
ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon
audit, a company does not recognize any portion of the benefit in the financial statements. Additionally, the Company monitors and
adjusts for derecognition, classification, and penalties and interest in interim periods, with appropriate disclosure and transition
thereto. Also, the amount of interest expense and income related to uncertain tax positions is computed by applying the applicable
statutory rate of interest to the difference between the tax position recognized, including timing differences, and the amount previously
taken or expected to be taken in a tax return. The Company recognizes interest and/or penalties related to income tax matters in
income tax expense. Finally, when applicable, the Company nets its liability for unrecognized tax benefits against deferred tax assets
related to net operating losses or other tax credit carryforwards that would apply if the uncertain tax position were settled for the
presumed amount at the balance sheet date.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
54
Pursuant to the Tax Cuts and Jobs Act (“U.S. Tax Reform”), specifically the one-time tax on deemed repatriation (the “Transition
Tax”), the Company has provided for U.S. income tax on its undistributed earnings of non-U.S. subsidiaries, however, the Company is
subject to and will incur other taxes, such as withholding taxes and dividend distribution taxes, if these undistributed earnings were
ultimately remitted to the U.S. The Company currently intends to reinvest its future undistributed earnings of non-U.S. subsidiaries to
support working capital needs and certain other growth initiatives of those subsidiaries. However, in certain cases the Company has
and may in the future change its indefinite reinvestment assertion for any or all of these undistributed earnings. In this case, the
Company would estimate and record a tax liability and corresponding tax expense for the amount of non-U.S. income taxes it would
incur to ultimately remit these earnings to the U.S. See Note 10 of Notes to Consolidated Financial Statements.
Derivatives:
The Company is exposed to the impact of changes in interest rates, foreign currency fluctuations, changes in
commodity prices and credit risk. The Company utilizes interest rate swap agreements to enhance its ability to manage risk, including
exposure to variability in interest payments associated with its variable rate debt. Derivative instruments are entered into for periods
consistent with the related underlying exposures and do not constitute positions independent of those exposures. As of December 31,
2021 and 2020, the Company had certain interest rate swap agreements that were designated as cash flow hedges. Interest rate swaps
are entered into with a limited number of counterparties, each of which allows for net settlement of all contracts through a single
payment in a single currency in the event of a default on or termination of any one contract. The Company records these instruments
on a net basis within the Consolidated Balance Sheets. The effective portion of the change in fair value of the agreement is recorded
in AOCI and will be recognized in the Consolidated Statements of Income when the hedge item affects earnings or losses or it
becomes probable that the forecasted transaction will not occur.
Fair value measurements:
The Company utilizes the FASB’s guidance regarding fair value measurements, which establishes a
common definition for fair value to be applied to guidance requiring use of fair value, establishes a framework for measuring fair
value and expands disclosure about such fair value measurements. Specifically, the guidance utilizes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value into three broad levels.
Consolidated Financial Statements. 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.
Share-based compensation:
The Company applies the FASB’s guidance regarding share-based payments, which requires the
recognition of the fair value of share-based compensation as a component of expense. The Company has a long-term incentive
program (“LTIP”) for key employees which provides for the granting of options to purchase stock at prices not less than its market
value on the date of the grant. Most options become exercisable within
three years
determined by the Company, but not to exceed
seven years
issued under the LTIP program are subject to time vesting generally over a
one
three year
Company’s Annual Incentive Plan, nonvested shares may be issued to key employees, which generally would vest over a
two
five
year period.
In addition, while the FASB’s guidance permits the Company to make an accounting policy election to account for forfeitures as
they occur for service condition aspects of certain share-based awards, the Company has decided not to elect this accounting policy
and instead has elected to continue utilizing a forfeiture rate assumption. Based on historical experience, the Company has assumed a
forfeiture rate of
% on certain of its nonvested stock awards. The Company will record additional expense if the actual forfeiture
rate is lower than estimated and will record a recovery of prior expense if the actual forfeiture is higher than estimated.
The Company also issues performance-dependent stock awards as a component of its LTIP. The fair value of the performance-
dependent stock awards is based on their grant-date market value adjusted for the likelihood of attaining certain pre-determined
performance goals and is calculated by utilizing a Monte Carlo simulation model. Compensation expense is recognized on a straight-
line basis over the vesting period, generally
three years
.
See Note 8 of the Notes to Consolidated Financial Statements.
Earnings per share:
The Company follows the FASB’s guidance regarding the calculation of earnings per share for nonvested
stock awards with rights to non-forfeitable dividends. The guidance requires nonvested stock awards with rights to non-forfeitable
dividends to be included as part of the basic weighted average share calculation under the two-class method.
Consolidated Financial Statements.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
55
Segments:
The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the
Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the chief
operating decision maker assesses the Company’s performance
. See Note 4 of Notes to Consolidated Financial Statements.
Hyper-inflationary accounting:
Economies that have a cumulative three year rate of inflation exceeding
% are considered
hyper-inflationary in accordance with U.S. GAAP. A legal entity that operates within an economy deemed to be hyper-inflationary is
required to remeasure its monetary assets and liabilities to the applicable published exchange rates and record the associated gains or
losses resulting from the remeasurement directly to the Consolidated Statements of Income.
Based on various indices or index compilations being used to monitor inflation in Argentina as well as recent economic
instability, effective July 1, 2018, Argentina’s economy was considered hyper-inflationary under U.S. GAAP. As of, and for the year
ended December 31, 2021, the Company's Argentine subsidiaries represented less than
% of the Company’s consolidated total assets
and net sales, respectively. During the years ended December 31, 2021, 2020 and 2019, the Company recorded $
million, and $
Argentina.
Business combinations:
The Company accounts for business combinations under the acquisition method of accounting. This
method requires the recording of acquired assets, including separately identifiable intangible assets, and assumed liabilities at their
respective acquisition date estimated fair values. Any excess of the purchase price over the estimated fair value of the identifiable net
assets acquired is recorded as goodwill. The determination of the estimated fair value of assets acquired and liabilities assumed
requires significant estimates and assumptions. Based on the assessment of additional information during the measurement period,
which may be up to one year from the acquisition date, the Company may record adjustments to the estimated fair value of assets
acquired and liabilities assumed.
Restructuring activities:
Restructuring programs consist of employee severance, rationalization of manufacturing or other
facilities and other related items. To account for such programs, the Company applies FASB’s guidance regarding exit or disposal
cost obligations. This guidance requires that a liability for a cost associated with an exit or disposal activity be recognized when the
liability is incurred, is estimable, and payment is probable.
Reclassifications:
Certain information has been reclassified to conform to the current year presentation.
Accounting estimates:
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and disclosure of
contingencies at the date of the financial statements and the reported amounts of net sales and expenses during the reporting period.
Actual results could differ from such estimates.
Note 2 – Business Combinations
2021 Acquisitions
impregnation services of castings, powder metals and electrical components for its Global Specialty Businesses reportable segment for
$
provisions currently estimated at $
could total a maximum of $
property, plant and equipment and $
acquired. In addition, the Company recorded $
assets comprised $
; and $
to be amortized over
.
in Turkey for its EMEA reportable segment for
provider of coolant control and delivery systems for its Global Specialty Businesses reportable segment for
approximately $
Company acquired a
% ownership interest in Grindaix for
its initial investment as an equity method investment within the Condensed Consolidated Financial Statements and accounted for the
purchase of the remaining interest as a step acquisition whereby the Company remeasured the previously held equity method
investment to its fair value.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
56
Businesses reportable segment for
acquisition is part of each of the Company’s geographic reportable segments. The Company allocated $
price to intangible assets, comprised of $
; $
product technology to be amortized over
; and $
. In addition,
the Company recorded $
operate. Factors contributing to the purchase price that resulted in goodwill included the acquisition of business processes and
personnel that will allow Quaker Houghton to better serve its customers.
measurement period has not ended for any of these acquisitions. Further adjustments may be necessary as a result of the Company’s
on-going assessment of additional information related to the fair value of assets acquired and liabilities assumed.
the Consolidated Statements of Income for the year ended December 31, 2021. Applicable transaction expenses associated with these
acquisitions are included in Combination, integration and other acquisition -related expenses in the Company’s Consolidated
Statements of Income. Certain pro forma and other information is not presented, as the operations of the acquired assets and
businesses are not considered material to the overall operations of the Company for the periods presented.
2022 Acquisitions
sector, as well as impregnation resin and impregnation systems for metal parts, for its Global Specialty Business reporting segment for
approximately
Germany as well as broadens its product offerings and service capabilities within its existing impregnation business that was initially
entered into as part of its past acquisition of Norman Hay. Also in in January 2022, the Company acquired a business that provides
pickling inhibitor technologies for the steel industry, drawing lubricants and stamping oil for metalworking, and various other
lubrication, rust preventative, and cleaner applications, for its Americas reportable segment for approximately $
business broadens the Company’s product offerings within its existing metals and metalworking business in the Americas region.
because the date of closing for each was subsequent to December 31, 2021. Preliminary purchase price allocation of assets acquired
and liabilities assumed have not been presented as that information is not available as of the date of these Consolidated Financial
Statements.
Houghton
In August 2019, the Company completed the Combination, whereby the Company acquired all of the issued and outstanding
shares of Houghton from Gulf Houghton Lubricants, Ltd. and certain other selling shareholders in exchange for a combination of cash
and shares of the Company’s common stock in accordance with the Share Purchase Agreement dated April 4, 2017.
Commencing August 1, 2019, the Company’s Consolidated Statements of Income included the results of Houghton. Net sales of
Houghton subsequent to closing of the Combination and included in the Company’s Consolidated Statements of Income for the year
ended December 31, 2019 were $
prepared as if the Combination had taken place on January 1, 2018. The unaudited pro forma results include certain adjustments to
each company’s historical actual results, including: (i) additional depreciation and amortization expense based on the initial estimates
of fair value step up and estimated useful lives of depreciable fixed assets, definite-lived intangible assets and investment in associated
companies acquired; (ii) adoption of required accounting guidance and alignment of related accounting policies, (iii) elimination of
transactions between Legacy Quaker and Houghton; (iv) elimination of results associated with the divested product lines; (v)
adjustment to interest expense, net, to reflect the impact of the financing and capital structure of the combined Company; and (vi)
adjustment for certain Combination, integration and other acquisition-related costs to reflect such costs as if they were incurred in the
period immediately following the pro-forma closing of the Combination on January 1, 2018. The adjustments described in (vi)
include an expense recorded in costs of goods sold (“COGS”) associated with selling inventory acquired in the Combination which
was adjusted to fair value as part of purchase accounting, restructuring expense incurred associated with the Company’s global
restructuring program initiated post-closing of the Combination and certain other integration costs incurred post-closing included in
combination and other acquisition-related expenses. These costs have been presented in the unaudited pro forma table below as these
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
57
costs on a pro forma basis were incurred during the year ended December 31, 2018. Unaudited pro forma results are not necessarily
indicative of the results that would have occurred if the acquisition had occurred on the date indicated, or that may result in the future
for various reasons, including the potential impact of revenue and cost synergies on the business.
For the
year ending
Unaudited Pro Forma
(as if the Combination occurred on January 1, 2018)
2019
Net sales
$
Net income attributable to Quaker Chemical Corporation
Combination, integration and other acquisition-related expenses have been and are expected to continue to be significant. The
Company incurred total costs of $
2019, respectively, related to the Combination, integration and other acquisition-related activities. These costs included certain legal,
financial and other advisory and consultant costs incurred in connection with post-closing integration activities including internal
control readiness and remediation, as well as due diligence, regulatory approvals and closing the Combination. These costs also
included interest costs to maintain the bank commitment (“ticking fees”) for the Combination during the year ended December 31,
2019, accelerated depreciation charges during the years ended December 31, 2021, 2020 and 2019, a gain on the sale of a held-for-sale
real property during the year ended December 31, 2021, a loss on the sale of a held-for-sale asset during the year ended December 31,
2020, and recorded income related to indemnification rights during the years ended December 31, 2021 and 2020. As of December
31, 2021 and 2020, the Company had current liabilities related to the Combination and other acquisition-related activities of $
million and $
Other Previous Acquisitions
In December 2020, the Company completed its acquisition of Coral Chemical Company (“Coral”), a privately held, U.S.-based
provider of metal finishing fluid solutions. The acquisition provides technical expertise and product solutions for pre-treatment,
metalworking and wastewater treatment applications to the beverage cans and general industrial end markets. The acquired Coral
assets and liabilities were assigned to the Americas and Global Specialty Businesses reportable segments. The original purchase price
was approximately $
indebtedness levels.
The following table presents the final estimated fair values of Coral net assets acquired:
Measurement
December 22,
December 22,
Period
2020
2020 (1)
Adjustments
(as adjusted)
Cash and cash equivalents
$
$
$
Accounts receivable
Inventories
Prepaid expenses and other assets
Property, plant and equipment
Intangible assets
(500 )
Goodwill
Total assets purchased
Long-term debt including current portions and finance leases
Accounts payable, accrued expenses and other accrued liabilities
Total liabilities assumed
Total consideration paid for Coral
Less: estimated purchase price settlement
Less: cash acquired
Net cash paid for Coral
$
$
$
(1) As previously disclosed in the Company’s 2020 Form 10-K.
Measurement period adjustments recorded during the year ended December 31, 2021 include certain adjustments related to
refining original estimates for assets and liabilities for certain acquired finance leases, as well as an adjustment to reflect the expected
settlement of post-closing working capital and net indebtedness true ups to the initial purchase price. The Company continues to work
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
58
with the seller to finalize certain post-closing adjustments and the above table includes the Company’s best estimate as of December
31, 2021. As of December 31, 2021, the allocation of the purchase price for Coral has been finalized and the
period has ended.
In May 2020, the Company acquired Tel Nordic ApS (“TEL”), a company that specializes in lubricants and engineering primaril y
in high pressure aluminum die casting for its EMEA reportable segment. Consideration paid was in the form of a convertible
promissory note in the amount of
the Company’s common stock. An adjustment to the purchase price of approximately
made as a result of finalizing a post-closing settlement in the second quarter of 2020. The Company allocated approximately $
million of the purchase price to intangible assets to be amortized over
. In addition, the Company recorded approximately
$
December 31, 2021, the allocation of the purchase price of TEL was finalized and the one year measurement period ended.
In March 2020, the Company acquired the remaining
% ownership interest in one of its South African affiliates, Quaker
Chemical South Africa Limited (“QSA”) for
Holdings South Africa. QSA is a part of the Company’s EMEA reportable segment. As this acquisition was a change in an existing
controlling ownership, the Company recorded $
interest in Capital in excess of par value.
In October 2019, the Company completed its acquisition of the operating divisions of Norman Hay plc (“Norman Hay”), a private
U.K. company that provides specialty chemicals, operating equipment, and services to industrial end markets. The original purchase
price was
working capital and net indebtedness levels. The Company finalized its post-closing adjustments for the Norman Hay acquisition and
paid approximately
Note 3 – Recently Issued Accounting Standards
Recently Issued Accounting Standards Adopted
The Financial Accounting Standards Board (“FASB”) issued Account Standards Update (“ASU”)
ASU 2019-12
, Income Taxes
(Topic 740): Simplifying the Accounting for Income Taxes
guidance within this accounting standard update removes certain exceptions, including the exception to the incremental approach for
certain intra-period tax allocations, to the requirement to recognize or not recognize certain deferred tax liabilities for equity method
investments and foreign subsidiaries, and to the general methodology for calculating income taxes in an interim period when a year-to-
date loss exceeds the anticipated loss for the year. Further, the guidance simplifies the accounting related to franchise taxes, the step
up in tax basis for goodwill, current and deferred tax expense, and codification improvements for income taxes related to employee
stock ownership plans. The guidance is effective for annual and interim periods beginning after December 15, 2020. The Company
adopted this standard, as required, effective January 1, 2021. There was no cumulative effect of adoption recorded within retained
earnings on January 1, 2021.
The FASB issued ASU 2020 -04
, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on
Financial Reporting
, Reference Rate Reform (Topic 848): Scope
January 2021 which clarified the guidance but did not materially change the guidance or its applicability to the Company. The
amendments provide temporary optional expedients and exceptions for applying U.S. GAAP to contract modifications, hedging
relationships and other transactions to ease the potential accounting and financial reporting burden associated with transitioning away
from reference rates that are expected to be discontinued, including the London Interbank Offered Rate (“LIBOR”). ASU 2020-04 is
effective for the Company as of March 12, 2020 and generally can be applied through December 31, 2022. On December 10, 2021,
the Company entered into a Second Amendment to Credit Agreement (“Second Amendment”) with Bank of America N.A., an update
to provide for the use of a non-USD currency LIBOR successor rate. The Company elected to apply the expedients provided in ASU
2020-04 with respect to the Second Amendment. The Company will continue to monitor for potential impacts related to its USD-
based LIBOR rates. See Note 20 of Notes to Consolidated Financial Statements..
Note 4 – Business Segments
The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s
internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating
decision maker assesses the Company’s performance. The Company has
Asia/Pacific; and (iv) Global Specialty Businesses. The three geographic segments are composed of the net sales and operations in
each respective region, excluding net sales and operations managed globally by the Global Specialty Businesses segment, which
includes the Company’s container, metal finishing, mining, offshore, specialty coatings, specialty grease and Norman Hay businesses.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
59
Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly
related COGS and SG&A. Operating expenses not directly attributable to the net sales of each respective segment, such as certain
corporate and administrative costs, Combination, integration and other acquisition-related expenses, and Restructuring and related
charges, are not included in segment operating earnings. Other items not specifically identified with the Company’s reportable
segments include interest expense, net and other income (expense), net.
The following tables present information about the performance of the Company’s reportable segments for the years ended
December 31, 2021, 2020 and 2019.
2021
2020
2019
Net sales
Americas
$
$
$
EMEA
Asia/Pacific
Global Specialty Businesses
Total net sales
$
$
$
2021
2020
2019
Segment operating earnings
Americas
$
$
$
EMEA
Asia/Pacific
Global Specialty Businesses
Total segment operating earnings
Combination, integration and other acquisition-related expenses
(23,885 )
(29,790 )
(35,477 )
Restructuring and related charges
(1,433 )
(5,541 )
(26,678 )
Fair value step up of acquired inventory sold
(801 )
(226 )
(11,714 )
Indefinite-lived intangible asset impairment
(38,000 )
Non-operating and administrative expenses
(157,864 )
(143,202 )
(104,572 )
Depreciation of corporate assets and amortization
(62,573 )
(57,469 )
(27,129 )
Operating income
Other income (expense), net
(5,618 )
(254 )
Interest expense, net
(22,326 )
(26,603 )
(16,976 )
Income before taxes and equity in net income of
associated companies
$
$
$
The following tables present information regarding the Company’s reportable segments’ assets and long-lived assets, including
certain identifiable assets as well as an allocation of shared assets, as of December 31, 2021, 2020 and 2019:
2021
2020
2019
Segment assets
Americas
$
$
$
EMEA
Asia/Pacific
Global Specialty Businesses
Total segment assets
$
$
$
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
60
2021
2020
2019
Segment long-lived assets
Americas
$
$
$
EMEA
Asia/Pacific
Global Specialty Businesses
Total segment long-lived assets
$
$
$
The following tables present information regarding the Company’s reportable segments’ capital expenditures and depreciation for
identifiable assets for the years ended December 31, 2021, 2020 and 2019:
2021
2020
2019
Capital expenditures
Americas
$
$
$
EMEA
Asia/Pacific
Global Specialty Businesses
Total segment capital expenditures
$
$
$
2021
2020
2019
Depreciation
Americas
$
$
$
EMEA
Asia/Pacific
Global Specialty Businesses
Total segment depreciation
$
$
$
During the years ended December 31, 2021, 2020 and 2019, the Company had approximately $
and $
Company had approximately $
U.S. operations.
Inter-segment revenue for the years ended December 31, 2021, 2020 and 2019 was $
for Americas, $
and $
have been eliminated from each reportable operating segment’s net sales and earnings for all periods presented in the above tables.
Note 5 – Net Sales and Revenue Recognition
Arrangements Resulting in Net Reporting
As part of the Company’s Fluidcare
TM
Company transferred third-party products under arrangements resulting in net reporting of $
million for the years ended December 31, 2021, 2020 and 2019, respectively.
Customer Concentration
A significant portion of the Company’s revenues are realized from the sale of process fluids and services to manufacturers of
steel, aluminum, automobiles, aircraft, industrial equipment, and durable goods. During the year ended December 31, 2021, the
Company’s five largest customers (each composed of multiple subsidiaries or divisions with semiautonomous purchasing authority)
accounted for approximately
% of consolidated net sales, with its largest customer accounting for approximately
% of consolidated
net sales.
Contract Assets and Liabilities
The Company had no material contract assets recorded on its Consolidated Balance Sheets as of December 31, 2021 and 2020.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
61
The Company had approximately $
respectively. During the years ended December 31, 2021 and 2020, respectively, the Company satisfied all of the associated
performance obligations and recognized into revenue the advance payments received and recorded as of December 31, 2020 and 2019,
respectively.
Disaggregated Revenue
The Company sells its various industrial process fluids, its specialty chemicals and its technical expertise as a global product
portfolio. The Company generally manages and evaluates its performance by segment first, and then by customer industry, rather than
by individual product lines. Also, net sales of each of the Company’s major product lines are generally spread throughout all three of
the Company’s geographic regions, and in most cases, approximately proportionate to the level of total sales in each region.
The following tables present disaggregated information regarding the Company’s net sales, first by major product lines that
represent more than
% of the Company’s consolidated net sales for any of the years ended December 31, 2021, 2020 and 2019, and
followed then by a disaggregation of the Company’s net sales by segment, geographic region, customer industry, and timing of
revenue recognized for the years ended December 31, 2021, 2020 and 2019.
2021
2020
2019
Metal removal fluids
%
%
%
Rolling lubricants
%
%
%
Hydraulic fluids
%
%
%
Net sales for the year ending December 31, 2021
Consolidated
Americas
EMEA
Asia/Pacific
Total
Customer Industries
Metals
$
$
$
$
Metalworking and other
Global Specialty Businesses
$
$
$
$
Timing of Revenue Recognized
Product sales at a point in time
$
$
$
$
Services transferred over time
$
$
$
$
Net sales for the year ending December 31, 2020
Consolidated
Americas
EMEA
Asia/Pacific
Total
Customer Industries
Metals
$
$
$
$
Metalworking and other
Global Specialty Businesses
$
$
$
$
Timing of Revenue Recognized
Product sales at a point in time
$
$
$
$
Services transferred over time
$
$
$
$
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
62
Net sales for the year ending December 31, 2019
Consolidated
Americas
EMEA
Asia/Pacific
Total
Customer Industries
Metals
$
$
$
$
Metalworking and other
Global Specialty Businesses
$
$
$
$
Timing of Revenue Recognized
Product sales at a point in time
$
$
$
$
Services transferred over time
$
$
$
$
Note 6 – Leases
The Company has operating leases for certain facilities, vehicles and machinery and equipment with remaining lease terms up to
Operating lease expense is recognized on a straight-line basis over the lease term. Operating lease expense for the years ended
December 31, 2021, 2020 and 2019 was $
years ended December 31, 2021, 2020 and 2019 was $
material variable lease costs or sublease income for the years ended December 31, 2021, 2020 and 2019.
Cash paid for operating leases during the years ended December 31, 2021, 2020 and 2019 was $
$
the year ended December 31, 2021.
Supplemental balance sheet information related to the Company’s leases is as follows:
December 31,
December 31,
2021
2020
Right of use lease assets
$
$
Other accrued liabilities
Long-term lease liabilities
Total operating lease liabilities
$
$
Weighted average remaining lease term (years)
Weighted average discount rate
Maturities of operating lease liabilities as of December 31, 2021 were as follows:
December 31,
2021
For the year ended December 31, 2022
$
For the year ended December 31, 2023
For the year ended December 31, 2024
For the year ended December 31, 2025
For the year ended December 31, 2026
For the year ended December 31, 2027 and beyond
Total lease payments
Less: imputed interest
(5,084 )
Present value of lease liabilities
$
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
63
Note 7 – Restructuring and Related Activities
The Company’s management approved a global restructuring plan (the “QH Program”) as part of its plan to realize certain cost
synergies associated with the Combination in the third quarter of 2019. The QH Program includes restructuring and associated
severance costs to reduce total headcount by approximately
manufacturing and non-manufacturing facilities. The exact timing and total costs associated with the QH Program will depend on a
number of factors and is subject to change; however, the Company currently expects reduction in headcount and site closures to
continue to occur into 2022 under the QH Program. Employee separation benefits will vary depending on local regulations within
certain foreign countries and will include severance and other benefits.
All costs incurred to date relate to severance costs to reduce headcount, including customary and routine adjustments to initial
estimates for employee separation costs, as well as costs to close certain facilities and are recorded in Restructuring and related
charges in the Company’s Consolidated Statements of Income. As described in Note 4 of Notes to Consolidated Financial Statements,
Restructuring and related charges are not included in the Company’s calculation of reportable segments’ measure of operating
earnings and therefore these costs are not reviewed by or recorded to reportable segments.
Activity in the Company’s accrual for restructuring under the QH Program for the years ended December 31, 2021 and 2020 is as
follows:
QH Program
Accrued restructuring as of December 31, 2019
$
Restructuring and related charges
Cash payments
(15,745 )
Currency translation adjustments
Accrued restructuring as of December 31, 2020
Restructuring and related charges
Cash payments
(5,266 )
Currency translation adjustments
(328 )
Accrued restructuring as of December 31, 2021
$
In connection with the plans for closure of certain manufacturing and non-manufacturing facilities, the Company has made a
decision to make available for sale certain facilities. During the years ended December 31, 2021 and 2020, certain of these facilities
were sold and the Company recognized a gain of $
included within other income (expense), net on the Consolidated Statement of Income. Additionally, certain buildings and land with
an aggregate book value of approximately $
prepaid expenses and other current assets on the Company’s Consolidated Balance Sheet. The Company will continue to evaluate for
future decisions about making certain other facilities available for sale.
Note 8 – Share-Based Compensation
The Company recognized the following share-based compensation expense in its Consolidated Statements of Income for the years
ended December 31, 2021, 2020 and 2019:
2021
2020
2019
Stock options
$
$
$
Non-vested stock awards and restricted stock units
Non-elective and elective 401(k) matching contribution in stock
Employee stock purchase plan
Director stock ownership plan
Performance stock units
Total share-based compensation expense
$
$
$
Share-based compensation expense is recorded in SG&A, except for $
ended December 31, 2021, 2020 and 2019, respectively, recorded within Combination, integration and other acquisition-related
expenses.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
64
Stock Options
Stock option activity under all plans is as follows:
Weighted
Weighted
Average
Average
Exercise
Remaining
Aggregate
Number of
Price
Contractual
Intrinsic
Options
(per option)
Term (years)
Value
Options outstanding as of January 1, 2021
$
Options granted
Options exercised
(22,540 )
Options forfeited
(3,362 )
Options outstanding as of December 31, 2021
$
$
Options expected to vest after December 31, 2021
$
$
Options exercisable as of December 31, 2021
$
$
The total intrinsic value of options exercised during the years ended December 31, 2021, 2020 and 2019 was approximately $
million, $
the underlying security and the strike price of a related option.
A summary of the Company’s outstanding stock options as of December 31, 2021 is as follows:
Weighted
Average
Weighted
Weighted
Number
Remaining
Average
Number
Average
Range of
of Options
Contractual
Exercise Price
of Options
Exercise Price
Exercise Prices
Outstanding
Term (years)
(per option)
Exercisable
(per option)
$
-
$
-
$
$
$
-
$
-
$
-
$
$
-
$
$
-
$
As of December 31, 2021, unrecognized compensation expense related to options granted in 2021, 2020 and 2019 was $
million, $
The Company granted stock options under its LTIP plan that are subject only to time vesting generally over a
during 2021, 2020, 2019 and 2018.
For the purposes of determining the fair value of stock option awards, the Company used a Black-
Scholes option pricing model
2021
2020
2019
2018
Number of stock options granted
Dividend yield
%
%
%
%
Expected volatility
%
%
%
%
Risk-free interest rate
%
%
%
%
Expected term (years)
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
65
The fair value of these options is being amortized on a straight-line basis over the respective vesting period of each award. The
compensation expense recorded on each award during the years ended December 31, 2021, 2020 and 2019, respectively, is as follows:
2021
2020
2019
2021 Stock option awards
$
$
$
2020 Stock option awards
2019 Stock option awards
2018 Stock option awards
2017 Stock option awards
Restricted Stock Awards
Activity of non-vested restricted stock awards granted under the Company’s LTIP plan is shown below:
Number of
Weighted Average Grant
Shares
Date Fair Value (per share)
Nonvested awards, December 31, 2020
$
Granted
Vested
(23,638 )
Forfeited
(2,973 )
Nonvested awards, December 31, 2021
$
The fair value of the non-vested stock is based on the trading price of the Company’s common stock on the date of grant. The
Company adjusts the grant date fair value for expected forfeitures based on historical experience for similar awards. As of December
31, 2021, unrecognized compensation expense related to these awards was $
remaining period of
Restricted Stock Units
Activity of non-vested restricted stock units granted under the Company’s LTIP plan is shown below:
Number of
Weighted Average Grant
Units
Date Fair Value (per unit)
Nonvested awards, December 31, 2020
$
Granted
Vested
(2,570 )
Forfeited
(89 )
Nonvested awards, December 31, 2021
$
The fair value of the non-vested restricted stock units is based on the trading price of the Company’s common stock on the date of
grant. The Company adjusts the grant date fair value for expected forfeitures based on historical experience for similar awards. As of
December 31, 2021, unrecognized compensation expense related to these awards was $
average remaining period of
Performance Stock Units
The Company grants performance-dependent stock awards (“PSUs”) as a component of its LTIP, which will be settled in a
certain number of shares subject to market-based and time-based vesting conditions. The number of fully vested shares that may
ultimately be issued as settlement for each award may range from
% up to
% of the target award, subject to the achievement of
the Company’s total shareholder return (“TSR”) relative to the performance of the Company’s peer group, the S&P Midcap 400
Materials group. The service period required for the PSUs is
from January 1 of the year of grant through December 31 of the year prior to issuances of the shares upon settlement.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
66
Compensation expense for PSUs is measured based on their grant date fair value and is recognized on a straight-line basis over
the
The grant-date fair value of the PSUs was estimated using a Monte Carlo simulation on the grant date
and using the following assumptions
CEO Grant
2021 (1)
2021
2020
Fully vested shares
Risk-free interest rate
%
%
%
Dividend yield
%
%
%
Expected term (years)
(1) On September 2, 2021, the Board appointed Andrew Tometich to serve as CEO and entered into an Employment Agreement,
and granted an equity award consisting of a mix of time-based restricted stock and PSUs.
As of December 31, 2021, there was approximately $
the Company expects to recognize over a weighted-average period of
Defined Contribution Plan
The Company has a 401(k) plan with an employer match covering a majority of its U.S. employees. The Company matches
%
of the first
% of compensation that is contributed to the plan, with a maximum matching contribution of
% of compensation.
Additionally, the plan provides for non-elective nondiscretionary contributions on behalf of participants who have completed one year
of service equal to
% of the eligible participant's compensation. Beginning in April 2020 and continuing through March 2021, the
Company matched both non-elective and elective 401(k) contributions in fully vested shares of the Company’s common stock rather
than cash. For the years ended December 31, 2021, and 2020, total contributions were $
Employee Stock Purchase Plan
In 2000, the Board adopted an Employee Stock Purchase Plan (“ESPP”) whereby employees may purchase Company stock
through a payroll deduction plan. Purchases were made from the plan and credited to each participant’s account on the last day of
each calendar month in which the organized securities trading markets in the U.S. were open for business (the “Investment Date”).
The purchase price of the stock was
% of the fair market value on the Investment Date. The plan was compensatory, and the
%
discount was expensed on the Investment Date. All employees, including officers, were eligible to participate in this plan. A
participant could withdraw all uninvested payment balances credited to a participant’s account at any time. An employee whose stock
ownership of the Company exceeds
five percent
Effective January 1, 2020, the Company discontinued the ESPP.
2013 Director Stock Ownership Plan
In 2013, the Company adopted the 2013 Director Stock Ownership Plan (the “Plan”), to encourage the Directors to increase their
investment in the Company, which was approved at the Company’s May 2013 shareholders’ meeting. The Plan authorizes the
issuance of up to
annual cash retainer payable to each of the Company’s non-employee directors in 2013 and subsequent years during the term of the
Plan. Under the Plan, each director who, on May 1
of the applicable calendar year, owns less than
% of the annual cash retainer
for the applicable calendar year, divided by the average of the closing price of a share of Quaker Common Stock as reported by the
composite tape of the New York Stock Exchange for the previous calendar year (the “Threshold Amount”), is required to receive
%
of the annual cash retainer in Quaker common stock and
% of the retainer in cash, unless the director elects to receive a greater
percentage of Quaker common stock, up to
% of the annual cash retainer for the applicable year. Each director who owns more
than the Threshold Amount may elect to receive common stock in payment of a percentage (up to
%) of the annual cash retainer.
The annual retainer is $
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
67
Note 9 – Other Income (Expense), net
Other income (expense), net, for the years ended December 31, 2021, 2020 and 2019 are as follows:
2021
2020
2019
Income from third party license fees
$
$
$
Foreign exchange (losses) gains, net
(3,821 )
(6,082 )
Gain (loss) on disposals of property, plant, equipment and other
(871 )
Non-income tax refunds and other related credits
Pension and postretirement benefit income (costs), non-service
(21,592 )
(2,805 )
Gain on changes in insurance settlement restrictions of an inactive
Other non-operating income, net
Total other income (expense), net
$
$
(5,618 )
$
(254 )
Gain (loss) on disposals of property, plant, equipment and other assets, net, includes losses related to certain fixed assets disposals
resulting from the property damage caused by flooding of the Company’s Conshohocken, Pennsylvania headquarters in 2021,
described in Note 26 of Notes to Consolidated Financial Statements, as well as a gain in 2021 and a loss in 2020 on the sale of certain
held-for-sale real property assets related to the Combination, described in Note 7 of Notes to Consolidated Financial Statements. Non-
income tax refunds and other related credits during the year ended December 31, 2021 includes certain non-income tax credits for the
Company’s Brazilian subsidiaries described in Note 26 of Notes to Consolidated Financial Statements. Pension and postretirement
benefit income (costs), non-service components during the year ended December 31, 2020 include a $
and a $
Consolidated Financial Statements. Gain on changes in insurance settlement restrictions of an inactive subsidiary and related
insurance insolvency recovery relate to the termination of restrictions over certain cash that was previously designated solely to be
used for settlement of asbestos claims at an inactive subsidiary of the Company and cash proceeds from an insolvent insurance carrier
with respect to previously filed recovery claims. See Note 12, Note 19 and Note 26 of Notes to Consolidated Financial Statements.
Foreign exchange (losses) gains, net, during the years ended December 31, 2021, 2020 and 2019, include foreign currency transaction
losses of approximately $
Company’s Argentine subsidiaries. See Note 1 of Notes to Consolidated Financial Statements.
Note 10 – Taxes on Income
On December 22, 2017, the U.S. government enacted comprehensive tax legislation commonly referred to as U.S. Tax Reform.
U.S. Tax Reform implemented a new system of taxation for non-U.S. earnings which eliminated U.S. federal income taxes on
dividends from certain foreign subsidiaries and imposed a one-time transition tax on the deemed repatriation of undistributed earnings
of certain foreign subsidiaries that is payable over eight years.
Following numerous regulations, notices, and other formal guidance published by the Internal Revenue Service (“I.R.S.”), U.S.
Department of Treasury, and various state taxing authorities, the Company completed its accounting for the transition tax and has
elected to pay its $
31, 2021, $
As of December 31, 2021, the Company has a deferred tax liability of $
which primarily represents the Company’s estimate of the non-U.S. income taxes the Company will incur to ultimately remit certain
earnings to the U.S. The Company’s reinvestment assertions are further explained below.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
68
Taxes on income before equity in net income of associated companies for the years ended December 31, 2021, 2020 and 2019 are
as follows:
2021
2020
2019
Current:
Federal
$
$
(1,359 )
$
(239 )
State
Foreign
Deferred:
Federal
(3,863 )
(28,437 )
(9,267 )
State
(3,117 )
(3,087 )
(396 )
Foreign
(5,526 )
(6,757 )
(14,579 )
Total
$
$
(5,296 )
$
The components of earnings before income taxes for the years ended December 31, 2021, 2020 and 2019 are as follows:
2021
2020
2019
U.S.
$
$
(66,585 )
$
(46,697 )
Foreign
Total
$
$
$
Total deferred tax assets and liabilities are composed of the following as of December 31, 2021 and 2020:
2021
2020
Retirement benefits
$
$
Allowance for doubtful accounts
Insurance and litigation reserves
Performance incentives
Equity-based compensation
Prepaid expense
Operating loss carryforward
Foreign tax credit and other credits
Interest
Restructuring reserves
Right of use lease assets
Inventory reserves
Research and development
Other
Valuation allowance
(17,400 )
(21,511 )
Total deferred tax assets, net
$
$
Depreciation
Foreign pension and other
Intangibles
Lease liabilities
Outside basis in equity investment
Unremitted Earnings
Total deferred tax liabilities
$
$
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
69
The Company has $
million has been established against this amount resulting in a net $
expected impact of the reversal of existing taxable temporary differences, considered expiration dates, analyzed current state tax laws,
and determined that $
liabilities. These state net operating losses are subject to various carryforward periods of
carryforward period. An additional $
The Company has $
allowance of $
able to be utilized. These foreign net operating losses are subject to various carryforward periods with the majority having an
indefinite carryforward period. An additional partial valuation allowance of $
foreign deferred tax assets.
In conjunction with the Combination, the Company acquired foreign tax credit deferred tax assets of $
between 2019 and 2028. Foreign tax credits may be carried forward for
utilization of foreign tax credits based on certain assumptions such as projected U.S. taxable income, overall domestic loss recapture,
and annual limitations due to the ownership change under the Internal Revenue Code. The Company had a foreign tax credit carry
forward of $15.9 million and $
valuation allowance as of December 31, 2021 and 2020, respectively, reflecting the amount of credits that are not expected to be
utilized before expiration.
The Company also acquired disallowed interest deferred tax assets of $
interest may be carried forward indefinitely. Management analyzed the expected impact of the utilization of disallowed interest
carryforwards based on projected US taxable income and determined that the Company will utilize all expected future benefits by
2022. As of December 31, 2021, the Company had a net realizable disallowed interest carryforward of $
sheet.
As of December 31, 2021, the Company had deferred tax liabilities of $
intangibles resulting from the Combination and Norman Hay acquisition.
As part of the Combination, the Company acquired a
% interest in the Korea Houghton Corporation joint venture and has
recorded a $
The following are the changes in the Company’s deferred tax asset valuation allowance for the years ended December 31, 2021,
2020 and 2019:
Effect of
Balance at
Purchase
Additional
Allowance
Exchange
Balance
Beginning
Accounting
Valuation
Utilization
Rate
at End
of Period
Adjustments
Allowance
and Other
Changes
of Period
Valuation Allowance
Year ended December 31, 2021
$
$
$
$
(4,470 )
$
$
Year ended December 31, 2020
$
$
$
$
(2,153 )
$
(56 )
$
Year ended December 31, 2019
$
$
$
$
(8,227 )
$
(43 )
$
The Company’s net deferred tax assets and liabilities are classified in the Consolidated Balance Sheets as of December 31, 2021
and 2020 as follows:
2021
2020
Non-current deferred tax assets
$
$
Non-current deferred tax liabilities
Net deferred tax liability
$
(162,887 )
$
(176,197 )
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
70
The following is a reconciliation of income taxes at the Federal statutory rate with income taxes recorded by the Company for the
years ended December 31, 2021, 2020 and 2019. Certain immaterial reclassifications within the presentation of the reconciliation of
income taxes have been made to the years ended December 31, 2020 and 2019:
2021
2020
2019
Income tax provision at the Federal statutory tax rate
$
$
$
Unremitted earnings
(2,308 )
(4,383 )
Tax law changes / reform
(1,059 )
(416 )
U.S. tax on foreign operations
Pension settlement
(2,247 )
Foreign derived intangible income
(8,698 )
(7,339 )
(1,699 )
Non-deductible acquisition expenses
Withholding taxes
Foreign tax credits
(14,725 )
(4,699 )
(3,787 )
Share-based compensation
(540 )
Foreign tax rate differential
Research and development credit
(1,685 )
(1,018 )
(830 )
Uncertain tax positions
State income tax provisions, net
(1,446 )
(2,245 )
(117 )
Non-deductible meals and entertainment
Intercompany transfer of intangible assets
(4,384 )
(5,318 )
Miscellaneous items, net
(2,530 )
(495 )
Taxes on income before equity in net income of associated companies
$
$
(5,296 )
$
Pursuant to U.S. Tax Reform, the Company recorded a $
undistributed earnings of non-U.S. subsidiaries. However, the Company may also be subject to other taxes, such as withholding taxes
and dividend distribution taxes, if these undistributed earnings are ultimately remitted to the U.S. As a result of the Combination,
additional third-party debt was incurred resulting in the Company re-evaluating its global cash strategy in order to meet its goal of
reducing leverage in upcoming years. As of December 31, 2021, the Company has a deferred tax liability $
primarily represents the estimate of the non-U.S. taxes the Company will incur to ultimately remit these earnings to the U.S. It is the
Company’s current intention to reinvest its additional undistributed earnings of non-U.S. subsidiaries to support working capital needs
and certain other growth initiatives outside of the U.S. The amount of such undistributed earnings at December 31, 2021 was
approximately $
substantially offset by foreign tax credits (subject to certain limitations). It is currently impractical to estimate any such incremental
tax expense.
As of December 31, 2021, the Company’s cumulative liability for gross unrecognized tax benefits was $
Company had accrued approximately $
31, 2021. As of December 31, 2020, the Company’s cumulative liability for gross unrecognized tax benefits was $
Company had accrued approximately $
31, 2020.
The Company continues to recognize interest and penalties associated with uncertain tax positions as a component of tax expense
on income before equity in net income of associated companies in its Consolidated Statements of Income. The Company recognized a
benefit of $
Statement of Income for the year ended December 31, 2021, an expense of less than $
interest (net of expirations and settlements) in its Consolidated Statement of Income for the year ended December 31, 2020, and a
credit of $
Statement of Income for the year ended December 31, 201 9.
The Company estimates that during the year ending December 31, 2022, it will reduce its cumulative liability for gross
unrecognized tax benefits by approximately $
positions. This estimated reduction in the cumulative liability for unrecognized tax benefits does not consider any increase in liability
for unrecognized tax benefits with regard to existing tax positions or any increase in cumulative liability for unrecognized tax benefits
with regard to new tax positions for the year ending December 31, 2022.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
71
A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2021, 2020
and 2019, respectively, is as follows:
2021
2020
2019
Unrecognized tax benefits as of January 1
$
$
$
Increase (decrease) in unrecognized tax benefits taken in prior periods
(28 )
Increase in unrecognized tax benefits taken in current period
Decrease in unrecognized tax benefits due to lapse of statute of limitations
(2,631 )
(3,659 )
(1,029 )
Increase in unrecognized tax benefits due to acquisition
(Decrease) increase due to foreign exchange rates
(974 )
(132 )
Unrecognized tax benefits as of December 31
$
$
$
The amount of net unrecognized tax benefits above that, if recognized, would impact the Company’s tax expense and effective tax
rate is $
The Company and its subsidiaries are subject to U.S. Federal income tax, as well as the income tax of various state and foreign
tax jurisdictions. Tax years that remain subject to examination by major tax jurisdictions include Italy from 2007, Brazil from
,
the Netherlands, Mexico and China from
, Mexico, Canada, Germany, Spain, U.S. and the United Kingdom from
, India
from fiscal year beginning April 1,
.
As previously reported, the Italian tax authorities have assessed additional tax due from the Company’s subsidiary, Quaker Italia
S.r.l., relating to the tax years 2007 through 2015. The Company has filed for competent authority relief from these assessments under
the Mutual Agreement Procedures (“MAP”) of the Organization for Economic Co-Operation and Development for all years except
2007. In 2020, the respective tax authorities in Italy, Spain, and Netherland reached agreement with respect to the MAP proceedings,
which the Company has accepted. As of December 31, 2021, the Company has received $
and Spain and has an accrual for $
Italian taxing authorities confirming the amount due of $
operating losses to partially offset the liability. This amendment to the tax assessment is expected to result in the Company
recognizing tax expense of $
Houghton Italia, S.r.l is also involved in a corporate income tax audit with the Italian tax authorities covering tax years 2014
through 2018. As of December 31, 2021, the Company has a $
related to this audit. Because the reserve relates to the tax periods prior to August 1, 2019, the tax liability was established through
purchase accounting related to the Combination. The Company has also submitted an indemnification claim against funds held in
escrow by Houghton’s former owners and as a result, a corresponding $
established through purchase accounting.
During the fourth quarter of 2021, the Company settled a portion of the Houghton Italia,
S.r.l. corporate income tax audit with the Italian tax authorities for the tax years 2014 and 2015. The Company remains under audit
for tax years 2016 through 2018 and believes it has adequate reverses for the remaining uncertain tax positions.
Houghton Deutschland GmbH is also under audit by the German tax authorities for tax years 2015 through 2017. Based on
preliminary audit findings, primarily related to transfer pricing, the Company has recorded a reserve for $
31, 2021. Of this amount, $
indemnification claim with Houghton’s former owners for any tax liabilities arising pre-Combination. As a result, a corresponding
indemnification receivable has also been established.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
72
Note 11 – Earnings Per Share
The following table summarizes earnings per share calculations for the years ended December 31, 2021, 2020 and 2019:
2021
2020
2019
Basic earnings per common share
Net income attributable to Quaker Chemical Corporation
$
$
$
Less: income allocated to participating securities
(480 )
(148 )
(90 )
Net income available to common shareholders
$
$
$
Basic weighted average common shares outstanding
Basic earnings per common share
$
$
$
Diluted earnings per common share
Net income attributable to Quaker Chemical Corporation
$
$
$
Less: income allocated to participating securities
(479 )
(148 )
(90 )
Net income available to common shareholders
$
$
$
Basic weighted average common shares outstanding
Effect of dilutive securities
Diluted weighted average common shares outstanding
Diluted earnings per common share
$
$
$
The Company’s calculation of earnings per diluted share attributable to Quaker Chemical Corporation common shareholders for
the year ended December 31, 2019 was impacted by the variability of its reported earnings during the year and the approximately
million shares issued as a component of the consideration transferred in the Combination, comprising
% of the common stock of
the Company immediately after the closing. Certain stock options, restricted stock units and PSUs are not included in the diluted
earnings per share calculation when the effect would have been anti-dilutive. The calculated amount of anti-diluted shares not
included were
Note 12 – Restricted Cash
of defense associated with the subsidiary’s asbestos litigation.
The proceeds of the settlement and release agreements were deposited
into interest bearing accounts which earned less then $
respectively, offset by $
of the proceeds, a corresponding deferred credit was established in other non-current liabilities for an equal and offsetting amount that
continued until the restrictions lapsed.
During December 2020, the restrictions ended on these previously received insurance settlements and the Company transferred
the cash into an operating account. In connection with the termination in restrictions, the Company recognized an $
on its Consolidated Statement of Income in Other income (expense ), net, for the amount of previously restricted cash, net of the
estimated liability to pay claims and associated with the inactive subsidiary’s asbestos litigation as of December 31, 2020. Therefore,
due to these restrictions ending, there is
Consolidated Financial Statements.
The following table provides a reconciliation of cash, cash equivalents and restricted cash as December 31, 2021, 2020, 2019 and
2018:
2021
2020
2019
2018
Cash and cash equivalents
$
$
$
$
Restricted cash included in other current assets
Restricted cash included in other assets
Cash, cash equivalents and restricted cash
$
$
$
$
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
73
Note 13 – Accounts Receivable and Allowance for Doubtful Accounts
As of December 31, 2021 and 2020, the Company had gross trade accounts receivable totaling $
respectively.
The following are changes in the allowance for doubtful accounts during the years ended December 31, 2021, 2020 and 2019:
Exchange Rate
Balance at
Changes
Write-Offs
Changes
Balance
Beginning
to Costs and
Charged to
and Other
at End
of Period
Expenses
Allowance
Adjustments
of Period
Allowance for Doubtful Accounts
Year ended December 31, 2021
$
$
$
(946 )
$
(518 )
$
Year ended December 31, 2020
$
$
$
(2,187 )
$
$
Year ended December 31, 2019
$
$
$
(322 )
$
$
Included in exchange rate changes and other adjustments for the year ended December 31, 2019 are the allowance for doubtful
accounts of $
Note 14 – Inventories
Inventories, net, as of December 31, 2021 and 2020 were as follows:
2021
2020
Raw materials and supplies
$
$
Work in process, finished goods and reserves
Total inventories, net
$
$
Note 15 – Property, Plant and Equipment
Property, plant and equipment as of December 31, 2021 and 2020 were as follows:
2021
2020
Land
$
$
Building and improvements
Machinery and equipment
Construction in progress
Property, plant and equipment, at cost
Less: accumulated depreciation
(236,824 )
(219,370 )
Total property, plant and equipment, net
$
$
As of December 31, 2021, PP&E includes $
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
74
Note 16 – Goodwill and Other Intangible Assets
Changes in the carrying amount of goodwill for the years ended December 31, 2021 and 2020 were as follows:
Global
Specialty
Americas
EMEA
Asia/Pacific
Businesses
Total
Balance as of December 31, 2019
$
$
$
$
$
Goodwill additions
Currency translation and other
(4,628 )
Balance as of December 31, 2020
Goodwill additions
Currency translation and other
(709 )
(8,022 )
(3,149 )
(8,820 )
Balance as of December 31, 2021
$
$
$
$
$
Other adjustments in the table above includes updates to the Company’s allocation of the Houghton purchase price and associated
goodwill to each of the Company’s reportable segments during the year ended December 31, 2020, including a $
in the Americas, a $
Specialty Businesses.
Gross carrying amounts and accumulated amortization for definite-lived intangible assets as of December 31, 2021 and 2020 were
as follows:
Gross Carrying
Accumulated
Amount
Amortization
2021
2020
2021
2020
Customer lists and rights to sell
$
$
$
$
Trademarks, formulations and product technology
Other
Total definite-lived intangible assets
$
$
$
$
The Company recorded $
31, 2021, 2020 and 2019, respectively. Amortization is recorded within SG&A in the Company’s Consolidated Statements of Income.
Estimated annual aggregate amortization expense for the subsequent five years is as follows:
For the year ended December 31, 2022
$
For the year ended December 31, 2023
For the year ended December 31, 2024
For the year ended December 31, 2025
For the year ended December 31, 2026
The Company has four indefinite-lived intangible assets totaling $
million of indefinite-lived intangible assets for trademarks and tradename associated with the Combination. Comparatively, the
Company had four indefinite-lived intangible assets for trademarks and tradename totaling $
The Company completes its annual goodwill and indefinite-lived intangible asset impairment test during the fourth quarter of
each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units. The Company
completed its annual impairment assessment during the fourth quarter of 2021 and concluded
The Company continually evaluates financial performance, economic conditions and other relevant developments in assessing if an
interim period impairment test for one or more of its reporting units is necessary.
As of March 31, 2020, the Company evaluated the initial impact of COVID-19 on the Company’s operations, and the volatility
and uncertainty in the economic outlook as a result of COVID-19 to determine if they indicated it was more likely than not that the
carrying value of any of the Company’s reporting units or indefinite-lived or long-lived assets was not recoverable. The Company
concluded that the impact of COVID-19 did not represent a triggering event as of March 31, 2020 with regards to the Company’s
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
75
reporting units or indefinite-lived and long-lived assets, except for the Company’s Houghton and Fluidcare
TM
tradename indefinite-lived intangible assets.
The determination of estimated fair value of the Houghton and Fluidcare
TM
based on a relief from royalty valuation method which requires management’s judgment and often involves the use of significant
estimates and assumptions, including assumptions with respect to the weighted average cost of capital (“WACC”) and royalty rates, as
well as revenue growth rates and terminal growth rates. In the first quarter of 2020, as a result of the impact of COVID-19 driving a
decrease in projected legacy Houghton net sales in the current year and the impact of the current year decline on projected future
legacy Houghton net sales as well as an increase in the WACC assumption utilized in the quantitative impairment assessment, the
Company concluded that the estimated fair values of the Houghton and Fluidcare
TM
less than their carrying values. As a result, an impairment charge of $
tradename, to write down the carrying values of these intangible assets to their estimated fair values was recorded in the first quarter
of 2020.
Note 17 – Investments in Associated Companies
As of December 31, 2021, the Company held a
% investment in and had significant influence over Nippon Quaker Chemical,
Ltd. (“Nippon Japan”), Kelko Quaker Chemical, S.A. (“Kelko Panama”) and Houghton Korea acquired in 2019 in connection with the
Combination, and held a
% investment in and had significant influence over Primex, Ltd. (“Primex”).
The carrying amount of the Company’s equity investments as of December 31, 2021 was $
investments of $
Panama.
The Company also has a
% equity interest in Kelko Venezuela. Due to heightened foreign exchange controls, deteriorating
economic circumstances and other restrictions in Venezuela, during 2018 the Company concluded that it no longer had significant
influence over this affiliate. Prior to this determination, the Company historically accounted for this affiliate under the equity method.
As of December 31, 2021 and 2020, the Company had
The following table is a summary of equity income in associated companies by investment for the years ending December 31,
2021, 2020 and 2019:
Year Ended December 31,
2021
2020
2019
Houghton Korea
$
$
$
Nippon Japan
Kelko Panama
Grindaix (1)
(37 )
Primex
Total equity in net income of associated companies
$
$
$
(1) In February 2021, the Company acquired a
% ownership interest in Grindaix. From that date through September 2021
when the Company purchased the remaining interest of Grindaix, the Company accounted for its
% interest under the
equity method of accounting and recorded equity in net income of associated companies. See Note 2 of Notes to
Consolidated Financial Statements.
As the Combination closed on August 1, 2019, the Company included five months of equity income from Houghton Korea in its
December 31, 2019 Consolidated Statement of Income.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
76
Note 18 – Other Non-Current Assets
Other non-current assets as of December 31, 2021 and 2020 were as follows:
2021
2020
Pension assets
$
$
Uncertain tax positions
Indemnification assets
Debt issuance costs
Supplemental retirement income program
Other
Total other non -current assets
$
$
As of December 31, 2021 and 2020, indemnification assets relates to certain Houghton foreign subsidiaries for which the
Company expects it will incur additional tax amounts which are subject to indemnification under the terms of the Combination share
and purchase agreement. These indemnification assets have a corresponding uncertain tax position recorded in other non-current
liabilities. As of December 31, 2021 and 2020, one of the Company’s foreign pension plan’s fair value of plan assets exceeded its
gross benefit obligation and was therefore over-funded, which is represented by the line Pension assets in the table above. See Notes
10, 12, 21 and 22 of Notes to Consolidated Financial Statements.
Note 19 – Other Accrued Liabilities
Other accrued liabilities as of December 31, 2021 and 2020 were as follows:
2021
2020
Non-income taxes
$
$
Current income taxes payable
Professional fees, legal, and acquisition-related accruals
Selling expenses and freight accruals
Short-term lease liabilities
Customer advances and sales return reserves
Interest rate swap
Other
Total other accrued liabilities
$
$
Note 20 – Debt
Debt as of December 31, 2021 and 2020 includes the following:
As of December 31, 2021
As of December 31, 2020
Interest
Outstanding
Interest
Outstanding
Rate
Balance
Rate
Balance
Credit Facilities:
Revolver
$
$
U.S. Term Loan
EURO Term Loan
Industrial development bonds
Bank lines of credit and other debt obligations
Various
Various
Total debt
$
$
Less: debt issuance costs
(8,001 )
(11,099 )
Less: short-term and current portion of long-term debts
(56,935 )
(38,967 )
Total long-term debt
$
$
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
77
Credit facilities
The Company’s primary credit facility (as amended, the “Credit Facility”) is comprised of a $
revolver (the “Revolver”), a $
million (as of August 1, 2019) Euro equivalent term loan (the “EURO Term Loan” and together with the “U.S. Term Loan”, the
“Term Loans”) with Quaker Chemical B.V., a Dutch subsidiary of the Company as borrower, each with a
August 2024
. Subject to the consent of the administrative agent and certain other conditions, the Company may designate additional
borrowers. The maximum amount available under the Credit Facility can be increased by up to $
request if there are lenders who agree to accept additional commitments and the Company has satisfied certain other conditions.
Borrowings under the Credit Facility bear interest at a base rate or LIBOR plus an applicable margin based upon the Company’s
consolidated net leverage ratio. On December 10, 2021, the Company entered into the Second Amendment with Bank of America
N.A., to include among other things, an update to provide for use of a non-USD currency LIBOR successor rate. The variable interest
rate incurred on the outstanding borrowings under the Credit Facility as of and during the year ended December 31, 2021 was
approximately
%. In addition to paying interest on outstanding principal under the Credit Facility, the Company is required to pay
a commitment fee ranging from
% to
% depending on the Company’s consolidated net leverage ratio to the lenders under the
Revolver in respect of the unutilized commitments thereunder. The Company has unused capacity under the Revolver of
approximately $
The Credit Facility is subject to certain financial and other covenants . The Company’s initial consolidated net debt to
consolidated adjusted EBITDA ratio could not exceed
Facility. As of December 31, 2021, the consolidated net debt to adjusted EBITDA may not exceed
consolidated adjusted EBITDA to interest expense ratio cannot be less than
Facility also prohibits the payment of cash dividends if the Company is in default or if the amount of the dividend paid annually
exceeds the greater of $
% of consolidated adjusted EBITDA unless the ratio of consolidated net debt to
consolidated adjusted EBITDA is less than
principal amortization during their five year terms, with
% amortization of the principal balance due in years 1 and 2,
% in year
3, and
% in years 4 and 5, with the remaining principal amount due at maturity. During the year ended December 31, 2021, the
Company made four quarterly amortization payments related to the Term Loans totaling $
guaranteed by certain of the Company’s domestic subsidiaries and is secured by first priority liens on substantially all of the assets of
the Company and the domestic subsidiary guarantors, subject to certain customary exclusions. The obligations of the Dutch borrower
are guaranteed only by certain foreign subsidiaries on an unsecured basis.
The Credit Facility required the Company to fix its variable interest rates on at least
% of its total Term Loans. In order to
satisfy this requirement as well as to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility,
in November 2019, the Company entered into $
%
plus an applicable margin as provided in the Credit Facility, based on the Company’s consolidated net leverage ratio. At the time the
Company entered into the swaps, and as of December 31, 2021, the aggregate interest rate on the swaps, including the fixed base rate
plus an applicable margin, was
%. See Note 25 of Notes to Consolidated Financial Statements.
The Company capitalized $
Approximately $
term debt on the Company’s Consolidated Balance Sheet. Approximately $
Revolver and recorded within other assets on the Company’s Consolidated Balance Sheet. These capitalized costs are being
amortized into interest expense over the
$
2021 and 2020, the Company had $
assets.
Industrial development bonds
As of December 31, 2021 and 2020, the Company had fixed rate, industrial development authority bonds totaling $
principal amount due in
2028
. These bonds have similar covenants to the Credit Facility noted above.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
78
Bank lines of credit and other debt obligations
The Company has certain unsecured bank lines of credit and discounting facilities in certain foreign subsidiaries, which are not
collateralized. The Company’s other debt obligations primarily consist of certain domestic and foreign low interest rate or interest-
free municipality-related loans, local credit facilities of certain foreign subsidiaries and capital lease obligations. Total unused
capacity under these arrangements as of December 31, 2021, was approximately $
In addition to the bank letters of credit described in the “Credit facilities” subsection above, the Company’s only other off-balance
sheet arrangements include certain financial and other guarantees. The Company’s total bank letters of credit and guarantees
outstanding as of December 31, 2021 were approximately $
The Company incurred the following debt related expenses included within Interest expense, net, in the Consolidated Statements
of Income:
Year Ended December 31,
2021
2020
2019
Interest expense
$
$
$
Amortization of debt issuance costs
Total
$
$
$
Based on the variable interest rates associated with the Credit Facility, as of December 31, 2021 and 2020, the amounts at which
the Company’s total debt were recorded are not materially different from their fair market value.
At December 31, 2021, annual maturities on long-term borrowings maturing in the next five fiscal years (excluding the reduction
to long-term debt attributed to capitalized and unamortized debt issuance costs) are as follows:
2022
$
2023
2024
2025
2026
Note 21 – Pension and Other Postretirement Benefits
The following table shows the funded status of the Company’s plans’ reconciled with amounts reported in the Consolidated
Balance Sheets as of December 31, 2021 and 2020:
Other Post-
Pension Benefits
Retirement Benefits
2021
2020
2021
2020
Foreign
U.S.
Total
Foreign
U.S.
Total
U.S.
U.S.
Change in benefit obligation
Gross benefit obligation at beginning
of year
$
$
$
$
$
$
$
$
Service cost
Interest cost
Employee contributions
Effect of plan amendments
(78 )
Curtailment gain
(2,324 )
(2,324 )
Plan settlements
(541 )
(541 )
(2,316 )
(53,494 )
(55,810 )
Benefits paid
(6,869 )
(5,064 )
(11,933 )
(5,087 )
(6,138 )
(11,225 )
(182 )
(250 )
Plan expenses and premiums paid
(74 )
(74 )
(135 )
(135 )
Transfer in of business acquisition
Actuarial (gain) loss
(4,160 )
(3,769 )
(7,929 )
(992 )
(864 )
Translation differences and other
(10,873 )
(10,873 )
Gross benefit obligation at end of year
$
$
$
$
$
$
$
$
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
79
Other Post-
Pension Benefits
Retirement Benefits
2021
2020
2021
2020
Foreign
U.S.
Total
Foreign
U.S.
Total
U.S.
U.S.
Change in plan assets
Fair value of plan assets at
$
$
$
$
$
$
$
$
Actual return on plan assets
Employer contributions
Employee contributions
Plan settlements
(541 )
(541 )
(2,316 )
(53,494 )
(55,810 )
Benefits paid
(6,869 )
(5,065 )
(11,934 )
(5,087 )
(6,138 )
(11,225 )
(182 )
(250 )
Plan expenses and premiums paid
(74 )
(74 )
(135 )
(498 )
(633 )
Translation differences
(9,694 )
(9,694 )
Fair value of plan assets at end of year
$
$
$
$
$
$
$
$
Net benefit obligation recognized
$
(11,866 )
$
(25,740 )
$
(37,606 )
$
(18,886 )
$
(36,488 )
$
(55,374 )
$
(2,010 )
$
(3,234 )
Amounts recognized in the balance
$
$
$
$
$
$
$
$
(191 )
(1,137 )
(1,328 )
(568 )
(612 )
(1,180 )
(220 )
(286 )
(19,591 )
(24,603 )
(44,194 )
(25,066 )
(35,876 )
(60,942 )
(1,790 )
(2,948 )
Net benefit obligation recognized
$
(11,866 )
$
(25,740 )
$
(37,606 )
$
(18,886 )
$
(36,488 )
$
(55,374 )
$
(2,010 )
$
(3,234 )
Amounts not yet reflected in net
(22 )
(26 )
(19,163 )
(9,763 )
(28,926 )
(21,976 )
(5,532 )
(27,508 )
(19,185 )
(9,720 )
(28,905 )
(22,002 )
(5,482 )
(27,484 )
(16,020 )
(8,701 )
(31,006 )
(27,890 )
(3,090 )
(3,358 )
Net benefit obligation recognized
$
(11,866 )
$
(25,740 )
$
(37,606 )
$
(18,886 )
$
(36,488 )
$
(55,374 )
$
(2,010 )
$
(3,234 )
The accumulated benefit obligation for all defined benefit pension plans was $
million Foreign) and $
2020, respectively.
Information for pension plans with an accumulated benefit obligation in excess of plan assets:
2021
2020
Foreign
U.S.
Total
Foreign
U.S.
Total
Projected benefit obligation
$
$
$
$
$
$
Accumulated benefit obligation
Fair value of plan assets
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
80
Information for pension plans with a projected benefit obligation in excess of plan assets:
2021
2020
Foreign
U.S.
Total
Foreign
U.S.
Total
Projected benefit obligation
$
$
$
$
$
$
Fair value of plan assets
Components of net periodic benefit costs – pension plans:
2021
2020
Foreign
U.S.
Total
Foreign
U.S.
Total
Service cost
$
$
$
$
$
$
Interest cost
Expected return on plan assets
(4,686 )
(3,611 )
(8,297 )
(4,262 )
(4,810 )
(9,072 )
Settlement loss (gain)
(88 )
Curtailment charge
(1,155 )
(1,155 )
Actuarial loss amortization
Prior service cost (credit)
amortization
(167 )
(167 )
Net periodic benefit (income) cost
$
(360 )
$
$
$
$
$
2019
Foreign
U.S.
Total
Service cost
$
$
$
Interest cost
Expected return on plan assets
(3,668 )
(3,227 )
(6,895 )
Settlement loss
Actuarial loss amortization
Prior service credit amortization
(165 )
(165 )
Net periodic benefit cost
$
$
$
Other changes recognized in other comprehensive income – pension plans:
2021
2020
Foreign
U.S.
Total
Foreign
U.S.
Total
Net (gain) loss arising during
the period
$
(388 )
$
(448 )
$
(836 )
$
(1,594 )
$
$
(58 )
Effect of plan amendment
Recognition of amortization in net
periodic benefit cost
Settlement loss
(83 )
(2,252 )
(2,335 )
(39 )
(22,667 )
(22,706 )
Prior service (cost) credit
(7 )
(7 )
Actuarial (loss) gain
(954 )
(6,925 )
(7,879 )
(758 )
Curtailment Recognition
(3 )
(3 )
(3 )
(3 )
Effect of exchange rates on amounts
included in AOCI
(1,390 )
(1,390 )
Total recognized in other
comprehensive (income) loss
(2,818 )
(9,632 )
(12,450 )
(17,114 )
(16,648 )
Total recognized in net periodic
benefit cost and other
comprehensive (income) loss
$
(3,178 )
$
(8,700 )
$
(11,878 )
$
$
$
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
81
2019
Foreign
U.S.
Total
Net loss arising during period
$
$
$
Recognition of amortization in net periodic benefit
Prior service credit
Actuarial loss
(1,015 )
(2,347 )
(3,362 )
Effect of exchange rates on amounts included
(61 )
(61 )
Total recognized in other comprehensive loss
Total recognized in net periodic benefit cost and
other comprehensive loss
$
$
$
Components of net periodic benefit costs – other postretirement plan:
2021
2020
2019
Service cost
$
$
$
Interest cost
Actuarial loss amortization
(82 )
(5 )
Prior service credit amortization
(31 )
Net periodic benefit costs
$
(85 )
$
$
Other changes recognized in other comprehensive income – other postretirement benefit plans:
2021
2020
2019
Net (gain) loss arising during period
$
(992 )
$
(864 )
$
Recognition of amortizations in net periodic
benefit cost
(78 )
Prior service credit
Actuarial gain amortization
Total recognized in other comprehensive (income)
loss
(957 )
(859 )
Total recognized in net periodic benefit cost and
other comprehensive (income) loss
$
(1,042 )
$
(782 )
$
Weighted-average assumptions used to determine benefit obligations as of December 31, 2021 and 2020:
Other Postretirement
Pension Benefits
Benefits
2021
2020
2021
2020
U.S. Plans:
Discount rate
%
%
%
%
Rate of compensation increase
N/A
%
N/A
N/A
Foreign Plans:
Discount rate
%
%
N/A
N/A
Rate of compensation increase
%
%
N/A
N/A
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
82
Weighted-average assumptions used to determine net periodic benefit costs for the years ended December 31, 2021 and
2020:
Other Postretirement
Pension Benefits
Benefits
2021
2020
2021
2020
U.S. Plans:
Discount rate
%
%
%
%
Expected long-term return on
plan assets
%
%
N/A
N/A
Rate of compensation increase
%
%
N/A
N/A
Foreign Plans:
Discount rate
%
%
N/A
N/A
Expected long-term return on
plan assets
%
%
N/A
N/A
Rate of compensation increase
%
%
N/A
N/A
The long-term rates of return on assets were selected from within the reasonable range of rates determined by (a) historical real
returns for the asset classes covered by the investment policy and (b) projections of inflation over the long-term period during which
benefits are payable to plan participants. See Note 1 of Notes to Consolidated Financial Statements for further information.
Assumed health care cost trend rates as of December 31, 2021 and 2020:
2021
2020
Health care cost trend rate for next year
%
%
Rate to which the cost trend rate is assumed to decline (the
ultimate trend rate)
%
%
Year that the rate reaches the ultimate trend rate
Plan Assets and Fair Value
The Company’s pension plan target asset allocation and the weighted-average asset allocations as of December 31, 2021 and 2020
by asset category were as follows:
Asset Category
Target
2021
2020
U.S. Plans
Equity securities
%
%
%
Debt securities
%
%
%
Other
%
%
%
Total
%
%
%
Foreign Plans
Equity securities
%
%
%
Debt securities
%
%
%
Other
%
%
%
Total
%
%
%
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
83
As of December 31, 2021 and 2020, “Other” consisted principally of cash and cash equivalents, and investments in real estate
funds.
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, where applicable:
Cash and Cash Equivalents
Cash and cash equivalents consist of cash and money market funds and are classified as Level 1 investments.
Commingled Funds
Investments in the U.S. pension plan and foreign pension plan commingled funds represent pooled institutional investments,
including primarily collective investment trusts. These commingled funds are not available on an exchange or in an active market
and these investments are valued using their net asset value (“NAV”), which is generally based on the underlying asset values of the
investments held in the trusts.
As of December 31, 2021, the foreign pension plan commingled funds included approximately
equity securities,
real estate.
Pooled Separate Accounts
Investments in the U.S. pension plan pooled separate accounts consist of annuity contracts and are valued based on the reported
unit value at year end. Units of the pooled separate account are not traded on an exchange or in an active market; however, valuation is
based on the underlying investments of each pooled separate account and are classified as Level 2 investments.
Fixed Income Government Securities
Investments in foreign pension plans fixed income government securities were valued using third party pricing services
which are based on a combination of quoted market prices on an exchange in an active market as well as proprietary pricing
models and inputs using observable market data and are classified as Level 2 investments.
Insurance Contract
Investments in the foreign pension plan insurance contract are valued at the highest value available for the Company at year
end, either the reported cash surrender value of the contract or the vested benefit obligation. Both the cash surrender value and
the vested benefit obligation are determined based on unobservable inputs, which are contractually or actuarially determined,
regarding returns, fees, the present value of the future cash flows of the contract and benefit obligations. The contract is classified
as a Level 3 investment.
Diversified Equity Securities - Registered Investment Companies
Investments in the foreign pension plans diversified equity securities of registered investment companies are based upon the
quoted redemption value of shares in the fund owned by the plan at year end. The shares of the fund are not available on an exchange
or in an active market; however, the fair value is determined based on the underlying investments in the fund as traded on an exchange
in an active market and are classified as Level 2 investments.
Fixed Income – Foreign Registered Investment Companies
Investments in the foreign pension plans fixed income securities of foreign registered investment companies are based upon the
quoted redemption value of shares in the fund owned by the plan at year end. The shares of the fund are not available on an exchange
or in an active market; however, the fair value is determined based on the underlying investments in the fund as traded on an exchange
in an active market and are classified as Level 2 investments.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
84
Diversified Investment Fund - Registered Investment Companies
Investments in the foreign pension plan diversified investment fund of registered investment companies are based upon the quoted
redemption value of shares in the fund owned by the plan at year end. This fund is not available on an exchange or in an active market
and this investment is valued using its NAV, which is generally based on the underlying asset values of the investments held. As of
December 31, 2021, the diversified investment funds included approximately
of investments in fixed income securities, and
Other – Alternative Investments
Investments in the foreign pension plans include certain other alternative investments such as inflation and interest rate swaps.
These investments are valued based on unobservable inputs, which are contractually or actuarially determined, regarding returns, fees,
the present value of future cash flows of the contract and benefit obligations. These alternative investments are classified as Level 3
investments.
Real Estate
The U.S. and foreign pension plans’ investment in real estate consists of investments in property funds. The funds’
underlying investments consist of real property which are valued using unobservable inputs. These property funds are classified
as a Level 3 investment.
As of December 31, 2021 and 2020, the U.S. and foreign plans’ investments measured at fair value on a recurring basis were as
follows:
Fair Value Measurements at December 31, 2021
Total
Using Fair Value Hierarchy
U.S. Pension Assets
Fair Value
Level 1
Level 2
Level 3
Pooled separate accounts
$
$
$
$
Real estate
Subtotal U.S. pension plan assets in fair value hierarchy
$
$
$
$
Total U.S. pension plan assets
$
Foreign Pension Assets
Cash and cash equivalents
$
$
$
$
Insurance contract
Diversified equity securities - registered investment companies
Fixed income – foreign registered investment companies
Fixed income government securities
Real estate
Other - alternative investments
Sub-total of foreign pension assets in fair value hierarchy
$
$
$
$
Commingled funds measured at NAV
Diversified investment fund - registered investment
companies measured at NAV
Total foreign pension assets
$
Total pension assets in fair value hierarchy
$
$
$
$
Total pension assets measured at NAV
Total pension assets
$
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
85
Fair Value Measurements at December 31, 2020
Total
Using Fair Value Hierarchy
U.S. Pension Assets
Fair Value
Level 1
Level 2
Level 3
Pooled separate accounts
$
$
$
$
Real estate
Subtotal U.S. pension plan assets in fair value hierarchy
$
$
$
$
Total U.S. pension plan assets
$
Foreign Pension Assets
Cash and cash equivalents
$
$
$
$
Insurance contract
Diversified equity securities - registered investment companies
Fixed income – foreign registered investment companies
Fixed income government securities
Real estate
Other - alternative investments
Sub-total of foreign pension assets in fair value hierarchy
$
$
$
$
Commingled funds measured at NAV
Diversified investment fund - registered investment
companies measured at NAV
Total foreign pension assets
$
Total pension assets in fair value hierarchy
$
$
$
$
Total pension assets measured at NAV
Total pension assets
$
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 for these investments in the preceding 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.
Changes in the fair value of the plans’ Level 3 investments during the years ended December 31, 2021 and 2020 were as follows:
Insurance
Alternative
Contract
Real Estate
Investments
Total
Balance as of December 31, 2019
$
$
$
$
Purchases
Settlements
(2,027 )
(2,027 )
Unrealized gains (losses)
(16 )
(171 )
Currency translation adjustment
Balance as of December 31, 2020
Purchases
(78 )
(334 )
Settlements
(1,812 )
(1,812 )
Unrealized (losses) gains
(5,031 )
(3,282 )
(6,387 )
Currency translation adjustment
(8,272 )
(76 )
(43 )
(8,391 )
Balance as of December 31, 2021
$
$
$
$
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
86
In the fourth quarter of 2018, the Company began the process of terminating its Legacy Quaker noncontributory U.S. pension
plan (“Legacy Quaker U.S. Pension Plan”). During the third quarter of 2019, the Company received a favorable termination
determination letter from the I.R.S. and completed the Legacy Quaker U.S. Pension Plan termination during the first quarter of 2020.
In order to terminate the Legacy Quaker U.S. Pension Plan in accordance with I.R.S. and Pension Benefit Guaranty Corporation
requirements, the Company was required to fully fund the Legacy Quaker U.S. Pension Plan on a termination basis and the amount
necessary to do so was approximately $
finalized the amount of the liability and related annuity payments and received a refund in premium of approximately $
addition, the Company recorded a non-cash pension settlement charge at plan termination of approximately $
settlement charge included the immediate recognition into expense of the related unrecognized losses within AOCI on the balance
sheet as of the plan termination date.
In connection with the Combination, the Company indirectly acquired all of Houghton’s defined benefit pension plans, which are
included in the tables set forth above. The pension plans cover certain U.S. salaried and hourly employees as well as certain
employees in the U.K., France and Germany. The Houghton U.S. plans provide benefits based on an employee’s years of service and
compensation received for the highest five consecutive years of earnings. The foreign plans provide benefits based on a formula of
years and service and a percentage of compensation which varies among the various countries.
The Company contributes to a multiemployer defined benefit pension plan under terms of a collective bargaining union contract
(the Cleveland Bakers and Teamsters Pension Fund, Employer Identification Number: 34-0904419-001). The expiration date of the
collective bargaining contract is
. As of January 1, 2020, the last valuation date available for the multiemployer plan,
total plan liabilities were approximately $
of approximately $
bargaining union contract and contributions are made to the plan based on its union employee payroll. The Company contributed $
million during the year ended December 31, 2021. The Employee Retirement Income Security Act of 1974, as amended by the Multi-
Employer Pension Plan Amendments Act of 1980, imposes certain contingent liabilities upon an employer who is a contributor to a
multiemployer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal.
While the Company may also have additional liabilities imposed by law as a result of its participation in the multiemployer defined
benefit pension plan, there is
The Pension Protection Act of 2006 (the “PPA”) also added special funding and operational rules generally applicable to plan
years beginning after 2007 for multiemployer plans with certain classifications based on a multitude of factors (including, for
example, the plan’s funded percentage, cash flow position and whether the plan is projected to experience a minimum funding
deficiency). The plan to which the Company contributes is in “critical” status. Plans in the “critical” status classification must adopt
measures to improve their funded status through a funding improvement or rehabilitation plan which may require additional
contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree
benefits. The amount of additional funds that the Company may be obligated to contribute to the plan in the future cannot be
estimated as such amounts will be likely based on future levels of work that require the specific use of those union employees covered
by the plan, and the amount of that future work and the number of affected employees that may be needed is not reasonably estimable.
Cash Flows
Contributions
The Company expects to make minimum cash contributions of approximately$
$
Estimated Future Benefit Payments
Excluding any impact related to the PPA noted above, the following benefit payments, which reflect expected future service, as
appropriate, are expected to be paid:
Other Post-
Pension Benefits
Retirement
Foreign
U.S.
Total
Benefits
2022
$
$
$
$
2023
2024
2025
2026
2027 to 2031
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
87
The Company maintains a plan under which supplemental retirement benefits are provided to certain officers. Benefits payable
under the plan are based on a combination of years of service and existing postretirement benefits. Included in total pension costs are
charges of $
representing the annual accrued benefits under this plan.
Defined Contribution Plan
The Company has a 401(k) plan with an employer match covering a majority of its U.S. employees. The plan allows for and the
Company previously paid a nonelective contribution on behalf of participants who have completed one year of service equal to 3% of
the eligible participants’ compensation in the form of Company common stock. During 2019 and 2018, the Company made both non-
elective and elective 401(k) matching contributions in cash, rather than stock. Beginning in April 2020 and continuing through March
2021, the Company matched both non-elective and elective 401(k) contributions in fully vested shared of the Company’s common
stock rather than cash. See Note 8 of Notes to Consolidated Financial Statements. Total Company contributions were $
$
Note 22 – Other Non-Current Liabilities
Other non-current liabilities as of December 31, 2021 and 2020 were as follows:
2021
2020
Uncertain tax positions (includes interest and penalties)
$
$
Non-current income taxes payable
Deferred and other long-term compensation
Environmental reserves
Inactive subsidiary litigation and settlement reserve
Fair value of interest rate swaps
Other
Total other non -current liabilities
$
$
The Fair value of interest rate swaps as of December 31, 2021 has been reclassified to other accrued liabilities in connection with
the expiration of the swap contract in November 2022. See Notes 19 and 25 of Notes to Consolidated Financial Statements.
Note 23 – Equity and Accumulated Other Comprehensive Loss
The Company has
, and
issued and outstanding as of December 31, 2021 and 2020, respectively. The change in shares issued and outstanding during 2021
was primarily related to
options and other share activity.
The Company is authorized to issue
The Board may designate one or more series of preferred stock and the number of shares, rights, preferences, and limitations of each
series. As of December 31, 2021,
The Company has a share repurchase program that was approved by its Board in 2015 for the repurchase of up to $
of Quaker Chemical Corporation common stock. The Company has
t repurchased any shares under the program for the years ended
December 31, 2021, 2020 and 2019. As of December 31, 2021, there was approximately $
be purchased under this share repurchase program.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
88
The following table shows the reclassifications from and resulting balances of AOCI for the years ended December 31, 2021,
2020 and 2019:
Defined
Unrealized
Gain (Loss) in
Currency
Benefit
Translation
Pension
Available-for-
Derivative
Adjustments
Plans
Sale Securities
Instruments
Total
Balance as of December 31, 2018
$
(49,322 )
$
(30,551 )
$
(842 )
$
$
(80,715 )
Other comprehensive income (loss) before
(8,088 )
(415 )
(798 )
Amounts reclassified from AOCI
(301 )
Related tax amounts
(557 )
Balance as of December 31, 2019
(44,568 )
(34,533 )
(320 )
(78,170 )
Other comprehensive income (loss) before
(6,617 )
(4,257 )
Amounts reclassified from AOCI
(202 )
Related tax amounts
(6,458 )
(555 )
(6,034 )
Balance as of December 31, 2020
(2,875 )
(23,467 )
(3,598 )
(26,598 )
Other comprehensive (loss) income before
(46,968 )
(531 )
(32,661 )
Amounts reclassified from AOCI
(3,197 )
(1,738 )
Related tax amounts
(3,112 )
(664 )
(2,993 )
Balance as of December 31, 2021
$
(49,843 )
$
(13,172 )
$
$
(1,372 )
$
(63,990 )
All reclassifications related to unrealized gain (loss) in available-for-sale securities relate to the Company’s equity interest in a
captive insurance company and are recorded in equity in net income of associated companies. The amounts reported in other
comprehensive income for non-controlling interest are related to currency translation adjustments.
Note 24 – Fair Value Measures
The Company has valued its company-owned life insurance policies at fair value. These assets are subject to fair value
measurement as follows:
Fair Value Measurements at December 31, 2021
Total
Using Fair Value Hierarchy
Assets
Fair Value
Level 1
Level 2
Level 3
Company-owned life insurance
$
$
$
$
Total
$
$
$
$
Fair Value Measurements at December 31, 2020
Total
Using Fair Value Hierarchy
Assets
Fair Value
Level 1
Level 2
Level 3
Company-owned life insurance
$
$
$
$
Total
$
$
$
$
The fair values of Company-owned life insurance assets are based on quotes for like instruments with similar credit ratings and
terms. The Company did not hold any Level 3 investments as of December 31, 2021 or 2020, respectively, so related disclosures have
not been included.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
89
Note 25 – Hedging Activities
In order to satisfy certain requirements of the Credit Facility as well as to manage the Company’s exposure to variable interest
rate risk associated with the Credit Facility, in November 2019, the Company entered into $
year interest rate swaps. See Note 20 of Notes to Consolidated Financial Statements. These interest rate swaps are designated as cash
flow hedges and, as such, the contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in
AOCI to the extent effective and reclassified to interest expense in the period during which the transaction effects earnings or it
becomes probable that the forecasted transaction will not occur.
The balance sheet classification and fair values of the Company’s derivative instruments, which are Level 2 measurements, are as
follows:
Fair Value
Consolidated Balance Sheet
December 31,
Location
2021
2020
Derivatives designated as cash flow hedges:
Interest rate swaps
Other accrued liabilities
$
$
Other non-current liabilities
$
$
The following table presents the net unrealized loss deferred to AOCI:
December 31,
2021
2020
Derivatives designated as cash flow hedges:
Interest rate swaps
AOCI
$
$
$
$
The following table presents the net loss reclassified from AOCI to earnings:
For the Years Ended
December 31,
2021
2020
2019
Amount and location of (expense) income reclassified
from AOCI into (expense) income (Effective Portion)
Interest expense, net
$
(2,649 )
$
(1,754 )
$
Interest rate swaps are entered into with a limited number of counterparties, each of which allows for net settlement of all
contracts through a single payment in a single currency in the event of a default on or termination of any one contract. As such, in
accordance with the Company’s accounting policy, these derivative instruments are recorded on a net basis within the Consolidated
Balance Sheets.
Note 26 – Commitments and Contingencies
In 1992, the Company identified certain soil and groundwater contamination at AC Products, Inc. (“ACP”), a wholly owned
subsidiary. In voluntary coordination with the Santa Ana California Regional Water Quality Board, ACP has been remediating the
contamination, the principal contaminant of which is perchloroethylene (“PERC”). In 2004, the Orange County Water District
(“OCWD”) filed a civil complaint against ACP and other parties seeking to recover compensatory and other damages related to the
investigation and remediation of the contamination in the groundwater. Pursuant to a settlement agreement with OCWD, ACP agreed,
among other things, to operate the two groundwater treatment systems to hydraulically contain groundwater contamination emanating
from ACP’s site until the concentrations of PERC released by ACP fell below the current Federal maximum contaminant level for
four consecutive quarterly sampling events. In 2014, ACP ceased operation at one of its two groundwater treatment systems, as it had
met the above condition for closure. In 2020, the Santa Ana Regional Water Quality Control Board asked that ACP conduct some
additional indoor and outdoor soil vapor testing on and near the ACP site to confirm that ACP continues to meet the applicable local
standards and ACP performed such testing program work in 2021 and will continue into 2022. As of December 31, 2021, ACP
believes it is close to meeting the conditions for closure of the remaining groundwater treatment system but continues to operate this
system while in discussions with the relevant authorities.
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
90
As of December 31, 2021, the Company believes that the range of potential -known liabilities associated with the balance of ACP
water remediation program is approximately $
of operation of the treatment system as determined by groundwater modeling. Costs of operation include the operation and
maintenance of the extraction well, groundwater monitoring and program management.
An inactive subsidiary of the Company that was acquired in 1978 sold certain products containing asbestos, primarily on an
installed basis, and is among the defendants in numerous lawsuits alleging injury due to exposure to asbestos. The subsidiary
discontinued operations in 1991 and has no remaining assets other than proceeds received from insurance settlements. To date, the
overwhelming majority of these claims have been disposed of without payment and there have been no adverse judgments against the
subsidiary. Based on a continued analysis of the existing and anticipated future claims against this subsidiary, it is currently projected
that the subsidiary’s total liability over the next 50 years for these claims is approximately $
Although the Company has also been named as a defendant in certain of these cases, no claims have been actively pursued against the
Company, and the Company has not contributed to the defense or settlement of any of these cases pursued against the subsidiary.
These cases were originally handled by the subsidiary’s primary and excess insurers who had agreed in 1997 to pay all defense
costs and be responsible for all damages assessed against the subsidiary arising out of existing and future asbestos claims up to the
aggregate limits of their policies. A significant portion of this primary insurance coverage was provided by an insurer that is
insolvent, and the other primary insurers asserted that the aggregate limits of their policies had been exhausted. The subsidiary
challenged the applicability of these limits to the claims being brought against the subsidiary. In response, two of the three carriers
entered into separate settlement and release agreements with the subsidiary in 2005 and 2007 for $
respectively.
In 2007, the subsidiary and the remaining primary insurance carrier entered into a Claim Handling and Funding Agreement, under
which the carrier is paying
% of defense and indemnity costs incurred by or on behalf of the subsidiary in connection with asbestos
bodily injury claims. The agreement continues until terminated and can only be terminated by either party by providing a minimum of
two years prior written notice. As of December 31, 2021, no notice of termination has been given under this agreement.
At the end of the term of the agreement, the subsidiary may choose to again pursue its claim against this insurer regarding the
application of the policy limits. The Company believes that, if the coverage issues under the primary policies with the remaining
carrier are resolved adversely to the subsidiary and all settlement proceeds were used, the subsidiary may have limited additional
coverage from a state guarantee fund established following the insolvency of one of the subsidiary’s primary insurers. Nevertheless,
liabilities in respect of claims may exceed the assets and coverage available to the subsidiary.
If the subsidiary’s assets and insurance coverage were to be exhausted, claimants of the subsidiary may actively pursue claims
against the Company because of the parent-subsidiary relationship. The Company does not believe that such claims would have merit
or that the Company would be held to have liability for any unsatisfied obligations of the subsidiary as a result of such claims. After
evaluating the nature of the claims filed against the subsidiary and the small number of such claims that have resulted in any payment,
the potential availability of additional insurance coverage at the subsidiary level, the additional availability of the Company’s own
insurance and the Company’s strong defenses to claims that it should be held responsible for the subsidiary’s obligations because of
the parent-subsidiary relationship, the Company believes it is not probable that the Company will incur losses. The Company has
been successful to date having claims naming it dismissed during initial proceedings. Since the Company may be in this stage of
litigation for some time, it is not possible to estimate additional losses or range of loss, if any.
The Company is party to environmental matters related to certain domestic and foreign properties. These environmental matters
primarily require the Company to perform long-term monitoring as well as operating and maintenance at each of the applicable sites.
During the year ended December 31, 2021, there have been no significant changes to the facts or circumstances of these matters, aside
from ongoing monitoring and maintenance activities and routine payments associated with each of these sites. The Company
continually evaluates its obligations related to such matters, and based on historical costs incurred and projected costs to be incurred
over the next 27 years, has estimated the present value range of costs for all of these environmental matters, on a discounted basis, to
be between approximately $
accrued liabilities and other non-current liabilities on the Company’s Consolidated Balance Sheet as of December 31, 2021.
Comparatively, as of December 31, 2020, the Company had $
The Company’s Sao Paulo, Brazil site was required under Brazilian environmental, health and safety regulations to perform an
environmental assessment as part of a permit renewal process. Initial investigations identified soil and ground water contamination in
select areas of the site. The site has conducted a multi-year soil and groundwater investigation and corresponding risk assessments
based on the result of the investigations. In 2017, the site had to submit a new 5-year permit renewal request and was asked to
complete additional investigations to further delineate the site based on review of the technical data by the local regulatory agency,
Companhia Ambiental do Estado de São Paulo (“CETESB”). Based on review of the updated investigation data, CETESB issued a
Technical Opinion regarding the investigation and remedial actions taken to date. The site developed an action plan and submitted it
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
91
to CETESB in 2018 based on CETESB requirements. The site intervention plan primarily requires the site, amongst other actions, to
conduct periodic monitoring for methane in soil vapors, source zone delineation, groundwater plume delineation, bedrock aquifer
assessment, update the human health risk assessment, develop a current site conceptual model and conduct a remedial feasibility study
and provide a revised intervention plan. In 2019, the site submitted a report on the activities completed including the revised site
conceptual model and results of the remedial feasibility study and recommended remedial strategy for the site.
Other environmental matters include participation in certain payments in connection with four currently active environmental
consent orders related to certain hazardous waste cleanup activities under the U.S. Federal Superfund statute. The Company has been
designated a potentially responsible party (“PRP”) by the Environmental Protection Agency along with other PRPs depending on the
site, and has other obligations to perform cleanup activities at certain other foreign subsidiaries. These environmental matters
primarily require the Company to perform long-term monitoring as well as operating and maintenance at each of the applicable sites.
The Company believes, although there can be no assurance regarding the outcome of other unrelated environmental matters, that
it has made adequate accruals for costs associated with other environmental problems of which it is aware. Approximately $
million and $
environmental assessments and remediation costs.
During the fourth quarter of 2020, one of the Company’s subsidiaries received a notice of inspection from a taxing authority in a
country where certain of its subsidiaries operate which related to a non-income (indirect) tax that may be applicable to certain products
the subsidiary sells. During the third quarter of 2021, the Company’s subsidiary received notice from the taxing authority that the
inspection was closed, with no tax assessment issued. Based on this development, during the third quarter of 2021, the Company
reversed its previously recorded $
indemnification receivable, as the asserted tax liability in part related to a Houghton entity acquired in the Combination and for the
periods prior to the Combination, for which the Company would have rights to indemnification from Houghton’s former owners.
Based on all available information as of the date of this report, the Company does not anticipate further tax liabilities related to this
matter to be asserted by the taxing authority.
During 2021, one of the Company’s Brazilian subsidiaries received a notice that it had prevailed on an existing legal claim in
regard to certain non-income (indirect) taxes that had been previously charged and paid. The matter specifically relates to companies’
rights to exclude the state tax on goods circulation (a valued-added-tax or
VAT
equivalent, known in Brazil as “ICMS”) from the
calculation of certain additional indirect taxes (specifically the program of social integration (“PIS”) and contribution for the financing
of social security (“COFINS”)) levied by the Brazilian States on the sale of goods. In May 2021, the Brazilian Supreme Court
concluded that ICMS should not be included in the tax base of PIS and COFINS, and confirmed the methodology for calculating the
PIS and COFINS tax credit claims to which taxpayers are entitled. The Company’s Brazilian entities had previously filed legal or
administrative disputes on this matter and are entitled to receive tax credits and interest dating back to five years preceding the date of
their legal claims. As a result of these court rulings, during the second quarter of 2021, the Company recognized non-income tax
credits of
credits as well as interest on these tax credits of $
Company’s Consolidated Balance Sheet. The tax credits to which the Company’s Brazilian subsidiaries are entitled are claimable
once registered with the Brazilian tax authorities. The Company submitted its formal claim for tax credits in October 2021. These tax
credits can be used to offset future Brazilian federal taxes and the Company currently anticipates using the full amount of credits
during the five year period of time permitted. During the third quarter of 2021, the Brazilian Supreme Court ruled that interest income
to which companies are entitled for matters such as this claim should not be taxable, which resulted in a reduction to the estimated
income tax expense associated with the tax credits recorded.
In connection with obtaining regulatory approvals for the Combination, certain steel and aluminum related product lines of
Houghton were divested in August 2019. In July 2021, the entity that acquired these divested product lines submitted an
indemnification claim for certain alleged breaches of representation made by Houghton in the agreement pursuant to which such assets
had been divested. The Company and the acquirer have agreed to extend the period for a possible negotiated resolution of this claim
through March 31, 2022 so that both parties can evaluate the other’s positions with respect to the subject matters of the claim. The
Company is evaluating the merits of the alleged losses in the indemnification claim received. As of the date of this Report, the
Company does not believe it is reasonably possible to determine or quantify any possible exposure.
During the third quarter of 2021, two of the Company’s locations suffered property damages as a result of flooding and fire,
respectively. The Company maintains property insurance for all of its facilities globally. In Conshohocken, Pennsylvania, the
Company’s global headquarters as well as its laboratory experienced property damages as a result of flooding from Hurricane Ida.
Also, one of the Company’s North American production facilities in its Global Specialty Businesses segment experienced an electrical
fire that resulted in damage and the temporary shutdown of production, and also required remediation, cleaning and subsequent
restoration. The Company, its insurance adjuster and insurance carrier are actively managing the remediation and restoration activities
associated with these events and at this time the Company has concluded, based on all available information and discussions with its
QUAKER CHEMICAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued
(
Dollars in thousands, except per share amounts, unless otherwise stated
)
92
insurance adjuster and insurance carrier, that the losses incurred during the third quarter of 2021 will be covered under the Company’s
property insurance coverage, net of an aggregate deductible of $
$
incurred) of $
of the electrical fire on the production facility’s operations as it relates to a potential business interruption insurance claim; however,
as of the date of this Report, the Company cannot reasonably estimate any probable amount of business interruption insurance claim
recoverable, therefore the Company has not recorded a gain contingency for a possible business interruption insurance claim as of
December 31, 2021.
The Company is party to other litigation which management currently believes will not have a material adverse effect on the
Company’s results of operations, cash flows or financial condition. In addition, the Company has an immaterial amount of contractual
purchase obligations.
93
Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
Not Applicable.
Item 9A.
Controls and Procedures.
Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures
As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), our management,
including our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and
procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based on that
evaluation, our principal executive officer and our principal financial officer have concluded that, as of December 31, 2021, the end of
the period covered by this Report, our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were
effective.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is
defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of
changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
Our management, with the participation of our principal executive officer and principal financial officer, assessed the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2021. In making this assessment, our
management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in
Internal
Control—Integrated Framework
December 31, 2021, the Company’s internal control over financial reporting is effective based on those criteria.
Management has excluded the internal controls of Grindaix GmbH and Baron Industries from our assessment of internal control
over financial reporting as of December 31, 2021, because these entities were acquired by the Company in purchase business
combinations in September and November 2021, respectively. Grindaix GmbH and Baron Industries are wholly owned subsidiaries
whose total assets and total revenues excluded from our assessment of internal control over financial reporting each represent less than
1% of the related consolidated financial statement amounts as of and for the year ended December 31, 2021.
The effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in its report which is included in “Item 8.
Financial Statements and Supplementary Data.”
Remediation of the Previously Identified Material Weaknesses
As disclosed in “Item 9A. Controls and Procedures.” in the Company’s 2020 Form 10-K, we previously identified certain
deficiencies in our application of the principles associated with the COSO framework that management concluded constituted material
weaknesses. We did not design and maintain effective controls in response to the risks of material misstatement. Specifically,
changes to existing controls or the implementation of new controls were not sufficient to respond to changes to the risks of material
misstatement in financial reporting as a result of becoming a larger, more complex global organization due to the Combination. This
material weakness also contributed to an additional material weakness as we did not design and maintain effective controls over the
review of pricing, quantity and customer data to verify that revenue recognized was complete and accurate.
The Company and its Board of Directors are committed to maintaining a strong internal control environment. Since identifying
the material weaknesses, the Company has dedicated a significant amount of time and resources to remediate all of the previously
identified material weaknesses as quickly and effectively as possible. During 2020 and 2021, the Company dedicated multiple
internal resources and supplemented those internal resources with various third-party specialists to assist with the formalization of a
robust and detailed remediation plan. In undertaking remediation activities, the Company has hired additional personnel dedicated to
financial and information technology compliance to further supplement its internal resources. In addition, the Company has
established a global network of personnel to assist local management in understanding control performance and documentation
requirements. In order to sustain this network, the Company conducts periodic trainings and hosts discussions to address questions on
a current basis.
Risk Assessment –
Specific to the material weakness in our risk assessment process that was previously disclosed in
“Item 9A.
Controls and Procedures.”
in the Company’s 2020 Form 10-K, we previously determined that our risk assessment process was not
designed adequately to respond to changes to the risks of material misstatement to financial reporting. In order to remediate this
material weakness, we have designed and implemented an improved risk assessment process, including identifying and assessing
those risks attendant to the significant changes within the Company as a result of becoming a larger, more complex global
94
organization due to the Combination. During 2020 and in 2021, a full review was performed of our processes and controls across
significant and other locations in order to identify and address potential design gaps. In addition to individual transactional-level
control enhancements, this review resulted in (i) an enhanced financial statement risk assessment, (ii) the standardization of existing
legal entity and newly implemented segment quarterly analytics and quarterly closing packages completed by key financial reporting
personnel, (iii) a global account reconciliation review program and (iv) enhancements to our quarterly identification and reassessment
of new and existing business and information technology risks that could affect our financial reporting. Monitoring is also performed
through our enhanced quarterly controls certification process, whereby changes in business or information technology processes or
control owners are identified and addressed timely. As previously disclosed in the 2020 Form 10-K, this material weakness
remediation was also dependent on the remediation of the Revenue – Price and Quantity material weakness. During the fourth quarter
of 2021, we completed testing of the operating effectiveness of the controls (including Revenue- Price and Quantity) and have
concluded that the material weakness has been remediated as of December 31, 2021.
Revenue – Price and Quantity –
Specific to the material weakness in our revenue process that was previously disclosed in
“Item 9A.
Controls and Procedures.”
in the Company’s 2020 Form 10-K, we did not design and maintain effective controls over the review of
pricing, quantity and customer data to verify that revenue recognized was complete and accurate. In order to remediate this material
weakness, the Company redesigned certain aspects of its revenue process and related controls. The design included enhancements to
entity-level and transactional-level manual controls as well as IT general and application controls, which were substantially
implemented during the third quarter of 2021. During the fourth quarter of 2021, we completed testing of the operating effectiveness
of the controls and have concluded that the material weakness has been remediated as of December 31, 2021.
Changes in Internal Control Over Financial Reporting
As required by Rule 13a-15(d) under the Exchange Act, our management, including our principal executive officer and principal
financial officer, has evaluated our internal control over financial reporting to determine whether any changes to our internal control
over financial reporting occurred during the fourth quarter of the year ended December 31, 2021, that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there were no changes
that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting during the
fourth quarter of the year ended December 31, 2021.
Item 9B.
Other Information.
Not applicable.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.
95
PART III
Item 10.
Directors, Executive Officers and Corporate Governance.
Incorporated by reference is (i) the information beginning with and including the caption “Proposal 1—Election of Directors and
Nominee Biographies” in Quaker Houghton’s definitive Proxy Statement relating to the 2022 Annual Meeting of Shareholders, to be
filed with the Securities and Exchange Commission no later than 120 days after the close of its fiscal year ended December 31, 2021
(the “2022 Proxy Statement”) to, but not including, the sub-caption “Governance Committee Procedures for Selecting Director
Nominees,” (ii) the information appearing in Item 4(a) of this Report, (iii) the information in the 2022 Proxy Statement beginning with
and including the sub-caption “Code of Conduct” to, but not including, the caption “Compensation Committee Interlocks and Insider
Participation,” and (iv) the information in the 2022 Proxy Statement beginning with and including the sub-caption “Shareholder
Nominations and Recommendations” to, but not including, the sub-caption “Board Oversight of Risk.” Information about our
Executive Officers is included in Item 4(a) of this Report.
Item 11.
Executive Compensation.
Incorporated by reference is (i) the information in the 2022 Proxy Statement beginning with and including the caption
“Compensation Committee Interlocks and Insider Participation” to, but not including the caption “Stock Ownership of Certain
Beneficial Owners and Management.”
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Incorporated by reference is the information in the 2022 Proxy Statement beginning with and including the caption “Stock
Ownership of Certain Beneficial Owners and Management” to, but not including, the caption “Certain Relationships and Related
Transactions.”
Equity Compensation Plans
The following table sets forth certain information relating to the Company’s equity compensation plans as of December 31, 2021.
Each number of securities reflected in the table is a reference to shares of Quaker common stock.
Equity Compensation Plan Information
Number of securities
Number of securities
remaining available for
to be issued upon
Weighted-average
future issuance under
exercise of
exercise price of
equity compensation plans
outstanding options,
outstanding options,
(excluding securities
Plan Category
warrants and rights
warrants and rights
reflected in column (a))
(a)
(b)
(c)
Equity compensation plans approved
by security holders
109,684
$
165.47
606,155
(1)
Equity compensation plans not approved
by security holders
-
-
-
Total
109,684
$
165.47
606,155
(1)
(1)
As of December 31, 2021, 304,900 of these shares were available for issuance as restricted stock awards under the Company’s
2001 Global Annual Incentive Plan, 240,004 shares were available for issuance upon the exercise of stock options and/or as
restricted stock awards and/or restricted stock unit awards under the Company’s 2016 Long-Term Performance Incentive Plan, and
61,251 shares were available for issuance under the 2013 Director Stock Ownership Plan.
Item 13.
Certain Relationships and Related Transactions, and Director Independence.
Incorporated by reference is (i) the information in the 2022 Proxy Statement beginning with and including the caption “Certain
Relationships and Related Party Transactions” to, but not including, the caption “Proposal 2 — Ratification of Appointment of
Independent Registered Public Accounting Firm,” (ii) the information in the 2022 Proxy Statement beginning with and including the
sub-caption “Director Independence” to, but not including, the sub-caption “Governance Committee Procedures for Selecting Director
Nominees,” and (iii) the information in the 2022 Proxy Statement beginning with and including the caption “Meetings and
Committees of the Board” to, but not including, the caption “Compensation Committee Interlocks and Insider Participation.”
Item 14.
Principal Accountant Fees and Services.
Incorporated by reference is the information in the 2022 Proxy Statement beginning with and including the sub-caption “Audit
Fees” to, but not including, the statement recommending a vote for ratification of the appointment of PricewaterhouseCoopers LLP as
the Company’s independent registered public accounting firm for the year ending December 31, 2022.
96
PART IV
Item 15.
(a)
Exhibits and Financial Statement Schedules
1.
Financial Statements and Supplementary Data
Page
Financial Statements:
43
45
46
47
48
49
50
2.
Financial Statement Schedules
All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes
thereto. Financial statements of 50% or less owned companies have been omitted because none of the companies meets the criteria
requiring inclusion of such statements.
3. Exhibits - filed pursuant to, and numbered in accordance with Item 601 of Regulation S-K (all of which are under
Commission File number 001-12019, except as otherwise noted):
2.1 —
3.1 —
3.2 —
4.1 —
4.2 —
10.1 —
10.2 —
10.3 —
10.4 —
10.5 —
97
10.6 —
10.7 —
10.8 —
10.9 —
10.10 —
. †
10.11 —
. †
10.12 —
. †
10.13 —
C
.
†
10.14 —
10.15 —
.†
10.16 —
.†
10.17 —
.†
10.18 —
.†
10.19 —
10.20 —
†
10.21 —
†
10.22 —
10.23 —
98
10.24 —
10.25 —
10.26 —
10.27 —
10.28 —
10.29 —
10.30 —
10.31 —
10.32 —
10.33 —
10.34 —
. †
10.35 —
. †
10.36 —
10.37 —
. †
10.38 —
10.39 —
†
10.40 —
†
10.41 —
10.42 —
10.43 —
99
10.44 —
10.45 —
10.46 —
10.47 —
10.48 —
10.49 —
10.50 —
10.51 —
10.52 —
21 —
23 —
31.1 —
31.2 —
32.1 —
32.2 —
101.INS —
Inline XBRL Instance Document*
101.SCH —
Inline XBRL Taxonomy Extension Schema Document*
101.CAL —
Inline XBRL Taxonomy Calculation Linkbase Document*
101.DEF —
Inline XBRL Taxonomy Definition Linkbase Document*
101.LAB —
Inline XBRL Taxonomy Label Linkbase Document*
101.PRE —
Inline XBRL Taxonomy Presentation Linkbase Document*
104 —
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101.INS) *
* Filed herewith.
** Furnished herewith.
*** Certain exhibits and schedules have been omitted, and the Company agrees to furnish supplementally to the Securities and
Exchange commission a copy of any omitted exhibits and schedules upon request.
† Management contract or compensatory plan
Item 16.
Form 10-K Summary.
The Company has elected not to include a Form 10-K summary under this Item 16.
100
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly
caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
QUAKER CHEMICAL CORPORATION
Registrant
By:
/s/ ANDREW E. TOMETICH
Andrew E. Tometich
Director, Chief Executive Officer and President
Date: March 1, 2022
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following
persons on behalf of the Registrant and in the capacities and on the dates indicated.
Signatures
Capacity
Date
/s/ ANDREW E. TOMETICH
Principal Executive Officer and
March 1, 2022
Andrew E. Tometich
Director
Chief Executive Officer and President
/s/ SHANE W. HOSTETTER
Principal Financial Officer
March 1, 2022
Shane W. Hostetter
Senior Vice President, Chief Financial
Officer and Chief Accounting Officer
/s/ DAVID A. WILL
Principal Accounting Officer
March 1, 2022
David A. Will
Vice President, Global Controller
/s/ MICHAEL F. BARRY
Director
March 1, 2022
Michael F. Barry
Chairman of the Board
/s/ DONALD R. CALDWELL
Director
March 1, 2022
Donald R. Caldwell
/s/ CHARLOTTE C. DECKER
Director
March 1, 2022
Charlotte C. Decker
/s/ MARK A. DOUGLAS
Director
March 1, 2022
Mark A. Douglas
/s/ JEFFRY D. FRISBY
Director
March 1, 2022
Jeffry D. Frisby
/s/ WILLIAM H. OSBORNE
Director
March 1, 2022
William H. Osborne
/s/ ROBERT H. ROCK
Director
March 1, 2022
Robert H. Rock
/s/ FAY WEST
Director
March 1, 2022
Fay West
/s/ SANJAY HINDUJA
Director
March 1, 2022
Sanjay Hinduja
/s/ RAMASWAMI SESHASAYEE
Director
March 1, 2022
Ramaswami Seshasayee
/s/ MICHAEL SHANNON
Director
March 1, 2022
Michael Shannon
1
EXHIBIT 21
SUBSIDIARIES AND AFFILIATES OF THE REGISTRANT
Jurisdiction of
Percentage of Voting Securities Owned
Name
Incorporation
Directly or Indirectly by Quaker
*
Quaker Chemical, S.A.
Argentina
100%
*
Houghton Argentina S.A.
Argentina
100%
+*
Quaker Australia Holdings Pty. Limited
Australia
100%
*
Quaker Chemical (Australasia) Pty. Ltd.
Australia
100%
+*
Quaker Houghton Australia Pty. Ltd. (formerly Houghton
Australia Party Ltd)
Australia
100%
*
Surface Technology Australia
Australia
100%
**
Primex, Ltd.
Barbados
32%
+*
Quaker Chemical Participacoes, Ltda.
Brazil
100%
*
Quaker Chemical Industria e Comercio Ltda.
Brazil
100%
*
Quaker Chemical Operacoes, Ltda.
Brazil
100%
*
Ultraseal Asia Limited
British Virgin Islands
100%
*
Quaker Chemical Canada Limited
Canada
100%
+*
Quaker Chemical Canada Holdings, Inc.
Canada
100%
*
Quaker Houghton Canada Inc. (formerly Lubricor, Inc.)
Canada
100%
*
Houghton Canada Inc.
Canada
100%
+*
Global Houghton Ltd.
Cayman Islands
100%
*
Quaker Chemical (China) Co. Ltd.
China
100%
*
Quaker Shanghai Trading Company Limited
China
100%
+*
Quaker Houghton Chemical Investment Management
(Shanghai) Co., Ltd. (Formerly Quaker Chemical
Investment Management (Shanghai) Co Ltd)
China
100%
*
Quaker Houghton Material Science & Technology
(Suzhou) Co Ltd
China
100%
*
Wuhan Quaker Technology Co., Ltd
China
60%
*
Houghton (Shanghai) Specialty Industrial Fluids Co., Ltd
China
100%
*
Ultraseal Chongqing Limited
China
100%
*
Ultraseal Machinery Dongguan Ltd
China
100%
*
Ultraseal Shanghai Limited
China
100%
*
Houghton CZ s.r.o
Czech Republic
100%
+*
Quaker Denmark ApS
Denmark
100%
*
Houghton Denmark AS
Denmark
100%
*
Tel Nordic ApS
Denmark
100%
*
SIFCO Concepts Sarl
France
100%
*
Quaker Houghton Support France EURL (Formerly
Quaker Chemical Services EURL)
France
100%
*
ECL Engineered Custom Lubricants GmbH
Germany
100%
*
Houghton Deutschland GmbH
Germany
100%
*
Grindaix GmbH
Germany
100%
*
Quaker Houghton Support Deutschland
Germany
100%
*
Ultraseal Germany GmbH
Germany
100%
2
EXHIBIT 21
SUBSIDIARIES AND AFFILIATES OF THE REGISTRANT,
continued
Jurisdiction of
Percentage of Voting Securities Owned
Name
Incorporation
Directly or Indirectly by Quaker
*
Internationale Metall Impragnier GmbH
Germany
100%
*
Maldaner GmbH
Germany
100%
*
Sterr & Eder Industrieservice GmbH
Germany
100%
*
Quaker Chemical Limited
Hong Kong
100%
*
Houghton Magyarország Kft
Hungary
100%
*
Quaker Chemical India Private Limited
India
100%
*
Houghton Hardcastle India Ltd
India
9%
*
DA Stuart India Private Limited
India
100%
*
Ultraseal India Private Ltd
India
30%
*
Quaker Italia S.r.l.
Italy
100%
*
Quaker Houghton Support Italia S.r.l. (formerly: Quaker
Chemical S.r.l.)
Italy
100%
*
Houghton Italia S.p.A.
Italy
100%
*
Houghton Japan Co., Ltd.
Japan
100%
**
Nippon Quaker Chemical, Ltd.
Japan
50%
*
Ultraseal Japan
Japan
100%
*
Houghton Oil (Malaysia) Sdn, Bhd.
Malaysia
100%
+*
Quaker Houghton (Finco) Ltd.
Malta
100%
+*
Quaker Houghton Ltd.
Malta
100%
+*
Quaker Houghton Holdings Ltd.
Malta
100%
+*
Quaker Houghton Investments Limited
Malta
100%
*
Tecniquimia Mexicana S.A. de C.V.
Mexico
100%
*
Unitek Servicios De Asesoria Especializad S.A de C.V.
Mexico
100%
*
Lubricor Mexicana S.A. de C.V.
Mexico
100%
+*
Quaker Chemical Europe B.V.
Netherlands
100%
*
Quaker Houghton B.V. (formerly Quaker Chemical BV)
Netherlands
100%
+*
Quaker Houghton Russia B.V. (formerly Quaker
Chemical Russia B.V.; KWR Holdings B.V.)
Netherlands
100%
+*
Quaker China Holdings B.V.
Netherlands
100%
+*
Houghton Europe BV
Netherlands
100%
+*
QH Europe BV
Netherlands
100%
*
Quaker Houghton Sales BV (formerly Quaker Sales
Europe BV)
Netherlands
100%
*
Kelko Quaker Chemical, S.A.
Panama
50%
*
Houghton Polska Sp. Zo.o.
Poland
100%
+*
Quaker Chemical Holdings South Africa (Pty) Limited
Republic of South Africa
100%
*
Quaker Chemical South Africa (Pty.) Limited
Republic of South Africa
100%
*
Houghton Romania S.R.L.
Romania
100%
+*
GHI Asia Pacific Pte. Ltd.
Singapore
100%
*
Quaker Houghton Singapore (formerly Houghton
Singapore)
Singapore
100%
**
Korea Houghton Corporation
South Korea
50%
*
Quaker Chemical, S.A.
Spain
100%
*
Verkol S.A.U.
Spain
100%
3
EXHIBIT 21
SUBSIDIARIES AND AFFILIATES OF THE REGISTRANT,
continued
Jurisdiction of
Percentage of Voting Securities Owned
Name
Incorporation
Directly or Indirectly by Quaker
+*
Quaker Spain Holding, SLU
Spain
100%
*
Houghton Iberica S.A.
Spain
100%
*
Binol AB
Sweden
100%
*
Houghton Sverige AB
Sweden
100%
*
SIFCO Concepts Sweden
Sweden
100%
*
Houghton Taiwan Co. Limited
Taiwan
100%
*
Quaker (Thailand) Ltd.
Thailand
100%
*
Quaker Houghton Thailand (formerly Thai Houghton
1993 Co., Ltd)
Thailand
100%
*
Houghton Kimya Sanayi AS
Turkey
100%
*
Houghton Ukraine ToV
Ukraine
100%
*
Quaker Chemical Limited
United Kingdom
100%
+*
GHGL London Ltd.
United Kingdom
100%
+*
GHG Lubricants Holdings Limited
United Kingdom
100%
+*
Houghton Holdings Limited
United Kingdom
100%
*
Houghton Limited (formerly Houghton plc)
United Kingdom
100%
+*
Applied Surface Concepts Holdings Ltd.
United Kingdom
100%
*
Norman Hay Engineering Ltd.
United Kingdom
100%
*
SIFCO Applied Surface Concepts (UK) Ltd
United Kingdom
100%
*
Surface Technology Holdings Ltd.
United Kingdom
100%
*
Surface Technology (Leeds) Ltd
United Kingdom
100%
*
Surface Technology Aberdeen Ltd
United Kingdom
100%
*
Surface Technology (East Kilbride) Ltd.
United Kingdom
100%
*
Ultraseal International Group Ltd
United Kingdom
100%
*
MX Systems International Ltd
United Kingdom
100%
+*
Quaker Houghton International LP
United Kingdom
100%
+*
Quaker Houghton Holdings Limited
United Kingdom
100%
+*
QH Holdings Limited
United Kingdom
100%
+*
QH Chemical Limited
United Kingdom
100%
+*
QH International Limited
United Kingdom
100%
+*
Quaker Specialty Chemicals (UK) Limited
United Kingdom
100%
+*
SB Decking, Inc. (formerly Selby, Battersby & Co.)
United States
100%
*
AC Products, Inc.
United States
100%
*
Epmar Corporation
United States
100%
*
Summit Lubricants, Inc.
United States
100%
*
ECLI Products, LLC
United States
100%
+*
GH Holdings Inc.
United States
100%
+*
Houghton Technical Corp.
United States
100%
*
SIFCO Applied Surface Concepts, LLC
United States
100%
*
Quaker Houghton PA, Inc. (formerly Houghton
International, Inc.)
United States
100%
*
Ultraseal USA Inc.
United States
100%
4
EXHIBIT 21
SUBSIDIARIES AND AFFILIATES OF THE REGISTRANT,
continued
Jurisdiction of
Percentage of Voting Securities Owned
Name
Incorporation
Directly or Indirectly by Quaker
+*
Wallover Enterprises, Inc.
United States
100%
*
Wallover Oil Company Incorporated
United States
100%
*
Wallover Oil Hamilton Inc.
United States
100%
+*
Quaker International Holdings, LLC
United States
100%
+*
MIH Acquisition Company, LLC
United States
100%
*
Coral Chemical Company, LLC
United States
100%
*
Baron Acquisition LLC (d/b/a Baron Industries LLC)
United States
100%
*
Baron of Tennessee LLC
United States
100%
*
Quaker Chemical Corporation (PA)
United States
100%
*
Quaker Chemical Corporation (DE)
United States
100%
+*
EFHCO, LLC
United States
100%
*
Kelko Quaker Chemical, S.A.
Venezuela
50%
+
A non-operating company
*
Included in the consolidated financial statements
**
Accounted for in the consolidated financial statements under the equity method
1
EXHIBIT 23
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (Registration Nos. 333-155607, 333-
233530, 333-233956 and 333-238508) and on Forms S-8 (Registration Nos. 033-54158, 333-58676, 333-115713, 333-159513, 333-
174145, 333-208188, 333-188594 and 333-211238) of Quaker Chemical Corporation of our report dated March 1, 2022 relating to the
financial statements and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
March 1, 2022
1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF THE COMPANY PURSUANT TO RULE 13a-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
I, Andrew E. Tometich, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Quaker Chemical Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 1, 2022
/s/ ANDREW E. TOMETICH
Andrew E. Tometich
Chief Executive Officer
1
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER OF THE COMPANY PURSUANT TO RULE 13a-14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
I, Shane W. Hostetter, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Quaker Chemical Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in
all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods
presented in this report;
4.
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed
under our supervision, to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is
being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our
conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by
this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the
registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has
materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons
performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and
report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the
registrant’s internal control over financial reporting.
Date: March 1, 2022
/s/ Shane W. Hostetter
Shane W. Hostetter
Chief Financial Officer
1
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned hereby certifies that the Form 10-K Annual Report of Quaker Chemical Corporation (the “Company”) for the
annual period ended December 31, 2021 filed with the Securities and Exchange Commission (the “Report”) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 1, 2022
/s/ ANDREW E. TOMETICH
Andrew E. Tometich
Chief Executive Officer of Quaker Chemical Corporation
1
EXHIBIT 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned hereby certifies that the Form 10-K Annual Report of Quaker Chemical Corporation (the “Company”) for the
annual period ended December 31, 2021 filed with the Securities and Exchange Commission (the “Report”) fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in the Report fairly
presents, in all material respects, the financial condition and results of operations of the Company.
Dated: March 1, 2022
/s/ SHANE W. HOSTETTER
Shane W. Hostetter
Chief Financial Officer of Quaker Chemical Corporation
1
EXHIBIT 10.26
QUAKER HOUGHTON
RETIREMENT SAVINGS PLAN
(As Amended and Restated Effective January 1, 2021)
1
2
3
4
EXHIBIT A PARTICIPATING EMPLOYERS................................................................. 69
1
QUAKER HOUGHTON RETIREMENT SAVINGS PLAN
(As Amended and Restated Effective January 1, 2021)
Quaker Houghton Retirement Savings Plan (the “Plan”) for the benefit of eligible employees of the Company
and participating affiliates;
on three occasions thereafter;
Accumulation Plan (the “Houghton Plan”) and the Wallover Enterprises Inc. Profit Sharing Plan and Trust (the
“Wallover Plan”) merged with and into the Plan;
Plan”) and the SIFCO Applied Surface Concepts, LLC 401(k) Plan (the “SIFCO Plan”) shall be merged with
and into the Plan; and
adopted after the Plan’s last amendment and restatement and reflect the merger of the SIFCO Plan and Coral
Plan into the Plan;
2021, except as otherwise provided herein. Prior to January 1, 2021, the terms of the Plan as in effect prior to
January 1, 2021 shall apply as applicable.
ARTICLE I
DEFINITIONS
the context clearly indicates otherwise:
1.1
“AC Participant” means a Participant who is employed by AC Products, Inc., other than the
individual who was the President of AC Products, Inc. on January 1, 2006.
1.2
“AC Products Discretionary Contributions” means the discretionary contributions, if any, made
by AC Products, Inc. pursuant to Section 4.4(c) and allocated pursuant to Section 4.7(b)(iv).
1.3
“Administrator” means the committee designated by the Company to administer the Plan on
behalf of the Employer.
1.4
“Affiliated Employer” means any corporation which is a member of a controlled group of
corporations (as defined in Code section 414(b)) which includes the Company; any trade or business (whether
or not incorporated) which is under common control (as defined in Code section 414(c)) with the Company; any
organization (whether or not incorporated) which is a member of an affiliated service group (as defined in Code
section 414(m)) which includes the Company; and any other entity required to be aggregated with the Company
pursuant to Regulations under Code section 414(o).
1.5
“Aggregate Account” means, with respect to each Participant, the value of all accounts
maintained on behalf of the Participant, whether attributable to Employer or Employee contributions.
2
1.6
“Bargaining Component Plan” means the component of the Plan that covers Employees who are
members of a collective bargaining unit.
1.7
“Base Compensation” means, with respect to any Employee, the Compensation of the
Employee, excluding overtime payments, shift differential, commissions, all nonsalary and nonwage direct or
indirect compensation, Employer contributions to Social Security, contributions to this or any other retirement
plan or program, the value of any other fringe benefit provided by or at the expense of the Employer, and any
income realized upon the receipt, exercise, or vesting of a grant of a stock option, performance incentive unit,
restricted stock, or other equity award pursuant to the Company’s long-term performance incentive plan.
1.8
“Beneficiary” means the person to whom the share of a deceased Participant's total account is
payable, subject to the restrictions of Sections 6.3 and 6.6.
1.9
“Catch-Up Contributions” means additional contributions that a Catch-Up Eligible Employee
may elect to make, including Roth Catch-Up Contributions, in accordance with Section 4.3 and Code section
414(v).
1.10
“Catch-Up Eligible Employee” means, with respect to a Plan Year, an Eligible Employee who is
eligible to make Elective Contributions under Section 4.2 and who has attained or will attain age 50 before the
end of such Plan Year.
1.11
“Code” means the Internal Revenue Code of 1986, as amended or replaced from time to time,
and any Regulations in effect thereunder.
1.12
“Company” means Quaker Chemical Corporation, a Pennsylvania corporation, and any
successor thereto.
1.13
“Company Securities” means the common stock of the Company.
1.14
“Compensation”
means, with respect to any Employee, (a) the total remuneration earned or
accrued on behalf of the Employee during the time period to which reference is made, exclusive of: (i)
remuneration paid to any Participant after the date on which such Participant ceased to be employed in a
classification eligible for participation in this Plan, other than remuneration with respect to services
performed while the Participant was an Eligible Employee that is paid prior to the later of the end of the
Plan Year in which the Participant’s Severance from Employment occurs or two and one-half months after
his or her Severance from Employment; (ii) amounts realized from the exercise of a stock option, when
restricted stock (or property) held by an Employee is includible in the Employee’s gross income, or when a
stock grant is made; (iii) restricted stock dividends; (iv) disqualifying disposition of incentive stock option; (v) pay
in lieu of 30 days’ notice; (vi) certain fringe benefits (such as payments for relocation expenses and any gross-
up payments made with respect to such amounts, taxable mileage, car allowance, adoption assistance, tax
and financial planning, tax equalization payments for expatriates, taxable education subsidy, California
vacation pay out, unused vacation pay out after Severance from Employment, meal premiums);
miscellaneous income (such as associate referral, perfect attendance award, sign on bonus, final bonus,
Presidents Award, ESPP gains,
gift cards and other remuneration not received in cash (and any gross-up
payments made with respect to such amounts)); and (b) differential wage payments (within the meaning of
Code section 414(u)(12)). For purposes of allocating AC Products Discretionary Contributions and Quaker
Discretionary Contributions pursuant to Section 4.7(b), only Compensation earned by an Employee while
he or she is eligible to receive such a Contribution shall be taken into account. The determination of
Compensation shall be made by including Deferred Compensation and salary reduction contributions made
on behalf of an Employee to a plan maintained under Code section 125 or to a qualified transportation
fringe benefit program described under Code section 132(f), but shall be
exclusive of any distributions
3
attributable to unused “flex dollars” accumulated by the Employer pursuant to the Quaker Chemical
Corporation Flexible Benefits Program. For purposes of determining Compensation, amounts under Code
section 125 include any amounts not available to a Participant in cash in lieu of group health coverage
because the Participant is unable to certify that he or she has other health coverage. An amount shall be
treated as an amount under Code section 125 only if the Employer does not request or collect information
regarding the Participant’s other health coverage as part of the enrollment process for the health plan.
allocations
under the Plan for any Plan Year shall not exceed $290,000, as adjusted by the Commissioner of Internal
Revenue for increases in the cost-of-living in accordance with Code section 401(a)(17)(B) for Plan Years
after 2021. Annual Compensation means Compensation during the Plan Year or such other 12-consecutive-
month period over which Compensation is otherwise determined under the Plan (the determination period).
The cost-of-living adjustment in effect for a calendar year applies to annual Compensation for the
determination period that begins with or within such calendar year. For purposes of determining a
Participant’s Elective Contributions and Matching Contributions, the limit set forth in this paragraph shall
be applied to a Participant’s Compensation on a Plan Year basis (or on a determination period basis, if the
determination period is other than a Plan Year) and shall not be applied on a first-dollar basis.
from the Employer during a period of Qualified Military Service (or, if the amount of such Compensation is not
reasonably certain, the Employee’s average earnings from the Employer or an Affiliated Employer for the 12-
month period immediately preceding the Employee’s period of Qualified Military Service or, if shorter, the
period of employment immediately preceding the Qualified Military Service); provided, however, that the
Employee returns to work within the period during which his or her right to reemployment is protected by law.
1.15
“Contract” means a life insurance policy or annuity contract (group or individual) issued by the
insurer as elected.
1.16
“Coral Participant”
means a Participant who is employed by the Coral Chemical Company
.
1.17
“Deferred Compensation” means, with respect to any Participant, that portion of the
Participant’s total Compensation which has been contributed to the Plan in accordance with the Participant’s
salary deferral election pursuant to Section 4.2. The term “Deferred Compensation” shall include Catch-Up
Contributions except to the extent provided in Section 4.3, Code section 414(v), or final Regulations or other
guidance issued by the Internal Revenue Service.
1.18
“ECLI Participant”
means a Participant who is employed by ECLI Products, LLC
.
1.19
“Effective Date” means January 1, 2021, the effective date of this amended and restated Plan,
except as otherwise provided herein or as otherwise required by applicable law. Except where an earlier
effective date is specified herein, the provisions of this amendment and restatement shall apply only to
Employees who complete an Hour of Service on or after the Effective Date. The rights of individuals who
terminated employment prior to the Effective Date shall otherwise be governed by the Plan as in effect on the
date of their termination from employment. The original effective date of the Plan was December 31, 1953.
1.20
“Elective Contributions” means the Employer’s contributions to the Plan that are made pursuant
to the Participant’s salary deferral election provided in Section 4.2. In addition, any Qualified Nonelective
Contribution shall be considered an Elective Contribution for purposes of the Plan; provided, however, that
Qualified Nonelective Contributions used to satisfy the Actual Contribution Percentage Test of Section 4.8(b)
shall not be used to satisfy the Actual Deferral Percentage Test of Section 4.8(a). The term “Elective
Contributions” shall include (i) Roth Elective Contributions, and (ii) Catch-Up Contributions, including Roth
4
Catch-Up Contributions, except to the extent provided in Section 4.3, Code section 414(v), or final Regulations
or other guidance issued by the Internal Revenue Service.
1.21
“Eligible Employee” means any Employee, except as follows:
(a)
An Employee who is a member of UAW Local 174 shall be deemed an “Eligible
Employee” for purposes of being permitted to make Elective Contributions, receiving Matching Contributions,
and receiving an allocation of Quaker Discretionary Contributions (if any) and Nonelective Contributions.
(b)
Any other Employee whose employment is governed by the terms of a collective
bargaining agreement between employee representatives (within the meaning of Code section 7701(a)(46)) and
the Employer under which retirement benefits were the subject of good faith bargaining between the parties
shall not be eligible to participate in this Plan (unless such collective bargaining agreement provides for
participation in the Plan, including not limited to an Employee of the Coral Chemical Company whose
employment is governed by the terms of a collective bargaining agreement between Chauffeurs, Teamsters and
Helpers Local Union 301, Cartage Division or the Plant Workers Agreement and Coral Chemical Company
(Local 301”) who otherwise meets the eligibility requirements of Section 1.21).
(c)
An Employee of an Affiliated Employer shall not be eligible to participate in this Plan
unless such Affiliated Employer has specifically adopted this Plan in writing.
(d)
A Leased Employee shall not be eligible to participate in this Plan.
(e)
A nonresident alien who receives no earned income (within the meaning of Code section
911(d)(2)) which constitutes United States source income (within the meaning of Code section 861(a)(3)) shall
not be eligible to participate in this Plan.
(f)
A person shall not be eligible to participate in this Plan if he or she provides services to
an Employer or Affiliated Employer pursuant to an agreement with a leasing organization (including, but not
limited to, a Leased Employee), or if he or she is classified by an Employer or Affiliated Employer (i) as an
independent contractor, or (ii) in any other category which is not a common law employee, as reflected in the
official payroll and personnel records of the Employer or Affiliated Employer. The exclusion set forth in this
subsection shall be based solely on the classification by the Employer or Affiliated Employer regardless of how
such individual is classified by any government or regulatory authority or by any court. If an Employer or an
Affiliated Employer reclassifies an individual as an Employee, such reclassification shall apply prospectively
from the date of such reclassification (and not retroactively to the date on which he or she was found to have
first become an employee for any other purpose), unless the Employer or Affiliated Employer specifically
provides otherwise.
(g)
Effective with respect to an Employee hired after 2010, an Employee shall not be eligible
to participate in this Plan if he or she is (i) employed by an Employer for a temporary or periodic basis or
without a regular work schedule pursuant to which the Employee accepts a job assignment having a fixed and
limited duration, and (ii) classified by the Employer as a temporary employee.
1.22
“Employee” means any person who is employed by the Employer or an Affiliated Employer,
and shall also include a Leased Employee.
1.23
“Employer” means the Company and any Affiliated Employer that has adopted this Plan in
writing and joins in the corresponding trust agreement. The Affiliated Employers participating in the Plan as of
January 1, 2021, are listed in Exhibit A.
5
1.24
“Entry Date” means the date as of which an Eligible Employee is eligible to become a
Participant in the Plan, as provided in Section 3.1(a).
1.25
“Epmar Participant” means a Participant who is employed by Epmar Corporation.
1.26
“ERISA” means the Employee Retirement Income Security Act of 1974, as it may be amended
from time to time.
1.27
“Excess Aggregate Contributions” means, with respect to any Plan Year, the excess of the
aggregate amount of the Matching Contributions made on behalf of Highly Compensated Employees for such
Plan Year, over the maximum amount of such contributions permitted under the limitations of Section 4.8(b).
Excess Aggregate Contributions shall be treated as an “annual addition” pursuant to Section 4.10.
1.28
“Excess Contributions” means, with respect to any Plan Year, the excess of Elective
Contributions made on behalf of Highly Compensated Employees for such Plan Year over the maximum
amount of such contributions permitted under Section 4.8(a). Excess Contributions shall be treated as an
“annual addition” pursuant to Section 4.10.
1.29
“Excess Deferred Compensation” means, with respect to any taxable year of a Participant, the
aggregate amount of the Participant’s Deferred Compensation claimed by the Participant (pursuant to Section
4.2(d)(i)) or deemed to be claimed by the Participant (pursuant to Section 4.2(d)(ii)) as exceeding the dollar
limitation provided for in Code section 402(g), which is incorporated herein by reference. Excess Deferred
Compensation distributed pursuant to Section 4.2(d)(iv) shall not be treated as an “annual addition” pursuant to
Section 4.10.
1.30
“Fiduciary” means any person or entity who (a) exercises any discretionary authority or
discretionary control respecting management of the Plan or exercises any authority or control respecting
management or disposition of its assets, (b) renders investment advice for a fee or other compensation, direct or
indirect, with respect to any monies or other property of the Plan or has any authority or responsibility to do so,
or (c) has any discretionary authority or discretionary responsibility in the administration of the Plan, including,
but not limited to, the Trustee, the Company and its representative body, and the Administrator.
1.31
“Forfeiture” means removing that portion of the Participant’s Account that is not Vested from
the Participant’s Account. Forfeiture shall occur on the earlier of (a) the date on which distribution is made to
the Participant of the Participant’s Vested Aggregate Account, or (b) the last day of the Plan Year in which the
Participant incurs five consecutive 1-Year Breaks in Service. In addition, the term Forfeiture shall also include
amounts deemed to be Forfeitures pursuant to any other provision of this Plan. If a Participant’s Vested
Aggregate Account is $0, the Participant shall be deemed to receive a distribution of his or her Vested
Aggregate Account on his or her Severance from Employment.
1.32
“415 Compensation” means,
effective with respect to limitation years (as defined in Section
4.10(c)) beginning on or after January 1, 2009, “compensation” as such word is defined in Regulation
sections 1.415(c)-2(b) and (c) (including differential wage payments within the meaning of Code section
414(u)(12)). 415 Compensation shall not include compensation paid following a Participant’s Severance
from Employment with the Company and any Affiliated Employers, except as otherwise required by
Regulation section 1.415(c)-2(e)(3)(i). In no event shall a Participant’s 415 Compensation for any
limitation year (as defined in Section 4.10(c)) exceed the annual compensation limit of Code section
401(a)(17) for such year.
1.33
“414(s) Compensation” means Compensation.
6
1.34
“Highly Compensated Employee” means, with respect to a Plan Year, an Employee who:
(a)
was a 5% owner (as defined in Code section 416(i)(1)) of the Employer or an Affiliated
Employer at any time during the current or the preceding Plan Year ; or
(b)
for the immediately preceding Plan Year had 415 Compensation from the Employer and
Affiliated Employers in excess of $130,000 (as adjusted by the Secretary of Treasury pursuant to Code section
414(q) for Plan Years after 2021) and was in the top-paid group of Employees for such preceding year.
consisting of the top 20% of employees when ranked on the basis of 415 Compensation paid during such year.
The determination of who is a Highly Compensated Employee, including the determination of 415
Compensation and of the number and identity of Employees in the top-paid group, shall be made in accordance
with Code section 414(q) and the Regulations thereunder.
and who received no earned income (within the meaning of Code section 911(d)(2)) from the Employer
constituting United States source income within the meaning of Code section 861(a)(3) shall not be treated as
Employees. All Affiliated Employers, however, shall be taken into account as a single employer.
1.35
“Houghton Participant”
means a Participant who is employed by Houghton International Inc
.
1.36
“Hour of Service” means (a) each hour for which an Employee is directly or indirectly
compensated or entitled to compensation by the Employer for the performance of duties during the applicable
computation period; (b) each hour for which an Employee is directly or indirectly compensated or entitled to
compensation by the Employer (irrespective of whether the employment relationship has terminated) for
reasons other than performance of duties (such as vacation, holidays, sickness, jury duty, disability, layoff,
military duty, or leave of absence) during the applicable computation period; (c) each hour for which back pay
is awarded or agreed to by the Employer without regard to mitigation of damages; and (d) each hour that
constitutes part of the Employee’s customary work week during any period of Qualified Military Service,
provided the Employee returns to service while his or her reemployment rights are protected by law. For
purposes of subsection (c), these hours shall be credited to the Employee for the computation period or periods
to which the award or agreement pertains rather than the computation period in which the award, agreement, or
payment is made. The same Hours of Service shall not be credited both under subsection (a) or (b), as the case
may be, and under subsection (c) or (d), as the case may be.
Service shall be credited to an Employee on account of any single continuous period during which the
Employee performs no duties (whether or not such period occurs in a single computation period); (ii) an hour
for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during
which no duties are performed shall not be credited to the Employee if such payment is made or due under a
plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment
compensation, or disability insurance laws; and (iii) Hours of Service shall not be credited for a payment which
solely reimburses an Employee for medical or medically related expenses incurred by the Employee.
Employer regardless of whether such payment is made by or due from the Employer directly, or indirectly
through, among others, a trust fund or insurer, to which the Employer contributes or pays premiums, and
regardless of whether contributions made or due to the trust fund, insurer, or other entity are for the benefit of
particular Employees or are on behalf of a group of Employees in the aggregate.
7
Break in Service, and employment commencement date (or reemployment commencement date). In addition,
Hours of Service shall be credited for employment with other Affiliated Employers for all purposes under the
Plan other than Section 4.7(b)(iii) and (iv) (regarding eligibility to receive a Quaker Discretionary Contribution
or an AC Products Discretionary Contribution). The provisions of 29 CFR §2530.200b-2(b) and (c) are
incorporated herein by reference.
1.37
“Investment Manager” means an entity that (a) has the power to manage, acquire, or dispose of
Plan assets and (b) acknowledges fiduciary responsibility to the Plan in writing. Such entity must be a person,
firm, or corporation registered as an investment adviser under the Investment Advisers Act of 1940, a bank, or
an insurance company or other person or entity described in ERISA section 3(38).
1.38
“Key Employee” means any Employee or former Employee (and the beneficiaries of such
Employee) who at any time during the Plan Year that includes the Determination Date (as defined in Section
2.2(d)) was:
(a) an officer of an Employer or any Affiliated Employer having annual 415 Compensation
from the Employer and the Affiliated Employer greater than $185,000 (as adjusted under Code section 416(i)(1)
for Plan Years beginning after December 31, 2021);
(b) a 5% owner of an Employer or any Affiliated Employer; or
(c) a 1% owner of an Employer or any Affiliated Employer who has annual 415
Compensation from an Employer and the Affiliated Employer for a Plan Year of more than $150,000.
The determination of who is a Key Employee shall be made in accordance with Code section 416(i) and
applicable Regulations and other guidance of general applicability issued thereunder.
1.39
“Leased Employee” means any person (other than a common law employee of the recipient)
who, pursuant to an agreement between the recipient and any other person (“leasing organization”), has
performed services for the recipient (or for the recipient and related persons determined in accordance with
Code section 414(n)(6)) on a substantially full-time basis for a period of at least one year, if such services are
performed under the primary direction or control by the recipient. Contributions or benefits provided to a
Leased Employee by the leasing organization which are attributable to services performed for the recipient
employer shall be treated as provided by the recipient employer.
1.40
“Matching Contribution” means the amount authorized by the Administrator as described in
Section 4.4(a) and contributed in cash or Company Securities by the Employer.
1.41
“Nonelective Contributions” means the amount described in Section 4.5 and contributed in cash
or Company Securities by the Employer.
1.42
“Nonhighly Compensated Employee” means an Employee who is not a Highly Compensated
Employee.
1.43
“Non-Safe Harbor Component Plan” means the component of the Plan that covers Employees
who (a) are not members of a collective bargaining unit, and (b) have either not completed a Year of Service
(for purposes of Section 3.1) or not attained age 21.
1.44
“Normal Retirement Age” means the Participant’s 65th birthday.
8
1.45
“1-Year Break in Service” means the applicable computation period during which an Employee
has not completed more than 500 Hours of Service with the Employer or an Affiliated Employer. Further,
solely for the purpose of determining whether a Participant has incurred a 1-Year Break in Service, Hours of
Service shall be recognized for authorized leaves of absence and maternity and paternity leaves of absence.
Years of Service and 1-Year Breaks in Service shall be measured using the same computation period. In
addition, an Employee on Qualified Military Service shall not incur a 1-Year Break in Service, provided he or
she returns to service while his or her employment rights are protected by law.
with the Employer pursuant to an established nondiscriminatory policy, whether occasioned by illness, military
service, or any other reason.
reason of the Employee’s pregnancy, birth of the Employee’s child, placement of a child with the Employee in
connection with the adoption of such child, or any absence for the purpose of caring for such child for a period
immediately following such birth or placement. For an individual who is absent from work for maternity or
paternity reasons, the 12-consecutive-month period beginning on the date of such absence or the first
anniversary of such absence shall not constitute a 1-Year Break in Service.
1.46
“Participant” means an Eligible Employee who is included in the Plan as provided in Article III.
1.47
“Participant’s Account” means the account established and maintained by the Administrator for
each Participant with respect to his or her total interest in the Plan and Trust resulting from AC Products
Discretionary Contributions, Quaker Discretionary Contributions, Matching Contributions, and Nonelective
Contributions. A separate accounting shall be maintained with respect to that portion of the Participant’s
Account attributable to Nonelective Contributions for Plan Ye ars prior to 2008, Nonelective Contributions for
Plan Years after 2007, Matching Contributions, AC Products Discretionary Contributions, and Quaker
Discretionary Contributions.
1.48
“Participant’s Elective Account” means the account established and maintained by the
Administrator for each Participant with respect to his or her total interest in the Plan and Trust resulting from
Elective Contributions which are not directed by the Participant to the Quaker Stock Fund. A separate
accounting shall be maintained with respect to that portion of the Participant’s Elective Account attributable to
(i) pre-tax Elective Contributions pursuant to Section 4.2 or 4.3, (ii) Roth Elective Contributions (including
Roth Catch-Up Contributions) pursuant to Section 4.2 or 4.3, (iii) any Qualified Nonelective Contributions
made pursuant to Section 4.9(f) and (iv) After-Tax Coral Plan Contributions described in Section 11.2(a)(i)
transferred to the Participant’s Elective Account pursuant to Article XI.
1.49
“Plan” means the Quaker Houghton Retirement Savings Plan as set forth herein, including all
amendments thereto. Prior to January 1, 2020, the Plan was the “Quaker Chemical Corporation Retirement
Savings Plan”. Prior to that, the Plan was known as the “Quaker Chemical Corporation Profit Sharing and
Retirement Plan”. With the exception of the Stock Bonus Plan portion of the Plan, the Plan is intended to be a
profit-sharing plan under Code section 401(a)(27).
1.50
“Plan Year ” means the Plan’s accounting year of 12 months commencing on January 1 of each
year and ending the following December 31.
1.51
“Quaker Discretionary Contributions” means the discretionary contributions, if any, made by the
Employer pursuant to Section 4.4(b) and allocated pursuant to Section 4.7(b)(iii).
1.52
“Quaker Stock Fund” means a fund that invests in Company Securities.
9
1.53
“Qualified Military Service” means any service in the uniformed services (as defined in chapter
43 of title 38, United States Code) where the Employee’s right to reemployment is protected by law.
1.54
“Qualified Nonelective Contributions” means the Employer’s contributions to the Plan that are
made pursuant to Section 4.9(f) and as described in Code section 401(m)(4)(C). Such contributions shall be
subject to the provisions of Section 4.2(b) and (c), and either (a) considered Elective Contributions for the
purposes of the Plan and used to satisfy the Actual Deferral Percentage Test of Section 4.8(a), or (b) used to
satisfy the Actual Contribution Percentage Test of Section 4.8(b).
1.55
“Regulations” means the regulations promulgated by the Secretary of the Treasury from time to
time.
1.56
“Rollover Account” means the accounts or subaccounts established and maintained by the
Administrator for each Participant with respect to his or her Rollover Contributions and Roth Rollover
Contributions. The term Rollover Account shall include Roth Rollover Contributions unless expressly
distinguished or otherwise required under the Code, Regulations, or other guidance. To the extent necessary for
applicable tax and recordkeeping purposes, a separate Roth Rollover subaccount shall be established.
1.57
“Rollover Contribution” means a contribution or direct rollover made pursuant to Section 4.12.
1.58
“Roth Catch-Up Contributions” means Catch-Up Contributions that are includible in a
Participant’s gross income at the time deferred and have been irrevocably designated as Roth Catch-Up
Contributions by the Participant, as described in Section 4.3.
1.59
“Roth Elective Contributions” means Elective Contributions that are includible in a Participant’s
gross income at the time deferred and have been irrevocably designated as Roth Elective Contributions by the
Participant, as described in Section 4.2. The term Roth Elective Contributions shall include Roth Catch-Up
Contributions except to the extent provided in Section 4.3, Code section 414(v), or final Regulations or other
guidance issued by the Internal Revenue Service.
1.60
“Safe Harbor Component Plan” means the component of the Plan that covers employees who (a)
are not members of a collective bargaining unit, (b) have completed a Year of Service (for purposes of Section
3.1), and (c) have attained age 21.
1.61
“Severance from Employment” means a severance from employment within the meaning of
Code section 401(k)(2)(B)(i)(I), applicable Regulations thereunder, and other guidance of general applicability
issued thereunder.
1.62
“SIFCO Participant”
means a Participant who is employed by
SIFCO Applied Surface
Concepts, LLC.“Spouse” or “Surviving Spouse” shall mean the person to whom the Participant is legally
married for purposes of Federal law, provided that a former spouse shall be treated as the Spouse or Surviving
Spouse to the extent provided under a qualified domestic relations order, as defined in Code section
414(p).“Stock Bonus Plan” means the portion of the Plan meant to qualify as a stock bonus plan under Code
section 401(a) that invests primarily in Company Securities.
1.65
“Stock Bonus Plan Account” means the account established and maintained by the
Administrator for each Participant with respect to his or her Elective Contributions, Matching Contributions,
AC Products Discretionary Contributions, Quaker Discretionary Contributions, and Nonelective Contributions
invested in the Quaker Stock Fund. A separate accounting shall be maintained with respect to that portion of a
Participant’s Stock Bonus Plan Account attributable to (a) pre-tax Elective Contributions, (b) Roth Elective
10
Contributions (including Roth Catch-Up Contributions), (c) Matching Contributions, (d) AC Products
Discretionary Contributions, (e) Quaker Discretionary Contributions, and (f) Nonelective Contributions.
1.66
“Summit Participant” means a Participant who is employed by Summit Lubricants Inc.
1.67
“Top-Heavy Plan” means a plan described in Section 2.2(a).
1.68
“Top-Heavy Plan Year ” means a Plan Year during which the Plan is a Top-Heavy Plan.
1.69
“Total and Permanent Disability” means, (a) with respect to an Epmar Participant who had
amounts transferred to the Plan from the Epmar Corporation 401(k) Profit Sharing Plan, a physical or mental
condition of the Participant resulting from bodily injury, disease, or mental disorder which renders such
Participant incapable of continuing any gainful occupation and which condition constitutes total disability under
the Federal Social Security Acts, and (b) with respect to a Participant not described in subsection (a), a physical
or mental condition of the Participant resulting from bodily injury, disease, or mental disorder that continues for
a period of at least 24 consecutive months and that renders him or her eligible for disability benefits under Title
II of the Social Security Act.
1.70
“Trustee” means the person(s) or entity named as trustee herein or in any separate trust forming
a part of this Plan, and any successors.
1.71
“Trust Fund” or “Fund” means the assets of the Plan and Trust as the same shall exist from time
to time.
1.72
“Valuation Date” means any business day that the New York Stock Exchange is open for
trading.
1.73
“Vested ” means the nonforfeitable portion of any account maintained on behalf of a Participant.
1.74
“Wallover Participant”
means a Participant who is employed by
Wallover Oil Company, Inc.
1.75
“Year of Service” means:
(a)
For all purposes of this Plan except for purposes of Section 3.1, a Plan Year during which
an Employee completes 1,000 or more Hours of Service; and
(b)
For purposes of Section 3.1, the 12-consecutive-month period beginning with the date the
Employee’s employment with the Employer or any Affiliated Employer commenced (such date being the first
day for which the Employee is credited with an Hour of Service) if, during such consecutive 12-month period,
the Employee completes 1,000 Hours of Service; provided, however, that if, during such 12-consecutive-month
period, the Employee does not complete 1,000 Hours of Service, then “Year of Service” shall mean any Plan
Year beginning after the Employee’s date of employment during which the Employee completes 1,000 or more
Hours of Service.
(c)
For purposes of Section 3.1, a Year of Service is not completed until the end of the 12-
consecutive-month period or the Plan Year, as the case may be, without regard to when during that period the
1,000 Hours of Service are completed, and in determining a Participant’s Years of Service the Employee shall
receive credit for his or her Hours of Service for the Employer or any Affiliated Employer whether or not he or
she was an Eligible Employee at the time such Hours of Service were completed.
(d)
For purposes of this Plan, service with AC Products, Inc. shall be deemed to constitute
service with the Employer.
11
(e)
For purposes of this Plan, service with United Lubricants Corporation prior to March 1,
2002, shall be deemed to constitute service with the Employer.
(f)
For purposes of this Plan, service with D.A. Stuart prior to July 16, 2010, shall be
deemed to constitute service with the Employer.
(g)
For purposes of this Plan, all service credited under the G.W. Smith Plan or the Summit
Plan shall also be credited as service under this Plan.
(h)
For purposes of this Plan, service with Lubricor Inc. (“Lubricor”) prior to November
30, 2016 shall be deemed to constitute service with the Employer, effective January 1, 2017.
Notwithstanding anything herein to the contrary, Eligible Employees who receive credit for service
pursuant to this subsection shall not be eligible for Nonelective Contributions for the 2016 Plan Year.
(i)
For purposes of this Plan, service with Houghton International Inc. (“Houghton”) shall be
deemed to constitute service with the Employer.
(j)
For purposes of this Plan, service with Wallover Oil Company, Inc. (“Wallover”) shall be
deemed to constitute service with the Employer.
(k)
For purposes of this Plan, service with SIFCO Applied Surface Concepts, LLC shall be
deemed to constitute service with the Employer.
(l)
For purposes of this Plan, service with Coral Chemical Company shall be deemed to
constitute service with the Employer.
ARTICLE II
TOP-HEAVY RULES AND ADMINISTRATION
2.1
Top-Heavy Plan Requirements
416(c) set forth in Section 4.7(d) of the Plan shall apply.
2.2
Determination of Top-Heavy Status
(a)
Top-Heavy Plan. This Plan shall be a Top-Heavy Plan for any Plan Year in which, as of
the Determination Date, the present value of accrued benefits of Key Employees and the sum of the Aggregate
Accounts of Key Employees under this Plan and all plans of an Aggregation Group exceeds 60% of the present
value of accrued benefits and the sum of the Aggregate Accounts of all Key Employees and non-Key
Employees under this Plan and all plans of an Aggregation Group.
Employee for any prior Plan Year, the present value of such Participant’s accrued benefit and such Participant’s
Aggregate Account balance shall not be taken into account for purposes of determining whether this Plan is a
Top-Heavy Plan (or whether any Aggregation Group which includes this Plan is a Top -Heavy Group). In
addition, the accrued benefits and accounts of any individual who has not performed services for an Employer
during the one-year period ending on the Determination Date shall not be taken into account.
(b)
Aggregate Account. A Participant’s Aggregate Account for purposes of this Article II
only shall be defined as the sum of the following as of the Determination Date:
12
(i)
The balance of his or her Aggregate Account as of the most recent valuation
occurring within a 12-month period ending on the Determination Date.
(ii)
An adjustment for any contributions due as of the Determination Date, which
adjustment shall be the amount of any contributions actually made after the most recent Valuation Date but due
on or before the Determination Date, except for the first Plan Year of the Plan when such adjustment shall also
reflect the amount of any contributions made after the Determination Date that are allocated as of a date in that
first Plan Year.
(iii)
Any Plan distributions made with respect to the Employee under the Plan and any
Plan aggregated with the Plan under Code section 416(g)(2) during the one-year period ending on the
Determination Date. The preceding sentence shall also apply to distributions under a terminated plan which,
had it not been terminated, would have been aggregated with the Plan under Code section 416(g)(2)(A)(i). In
the case of a distribution made for a reason other than separation from service, death, or disability, this
provision shall be applied by substituting “five-year period” for “one-year period.”
(iv)
Any Employee contributions, whether voluntary or mandatory. However,
amounts attributable to tax-deductible, qualified voluntary Employee contributions shall not be considered to be
a part of the Participant’s Aggregate Account balance.
(v)
With respect to unrelated rollovers (ones which are both initiated by the
Employee and made from a plan maintained by one employer to a plan maintained by another employer), if this
Plan permits the rollovers, it shall always consider such rollovers as a distribution for the purposes of this
Section.
(vi)
With respect to related rollovers and ones either not initiated by the Employee or
made to a plan maintained by the same employer, if this Plan permits the rollovers, they shall not be counted as
distributions for purposes of this Section. If this Plan is the plan accepting such rollovers, it shall consider such
rollovers as part of the Participant’s Aggregate Account balance, irrespective of the date on which such
rollovers are accepted.
(vii)
For the purposes of determining whether two employers are to be treated as the
same employer in paragraphs (v) and (vi) above, all employers aggregated under Code section 414(b), (c), (m),
and (o) shall be treated as the same employer.
(c)
“Aggregation Group” means either a Required Aggregation Group or a Permissive
Aggregation Group as hereinafter determined.
(i)
Required Aggregation Group: In determining a Required Aggregation Group
hereunder, each plan of the Employer in which a Key Employee is a Participant in the Plan Year containing the
Determination Date or any of the four preceding Plan Years , and each other plan of the Employer which enables
any plan in which a Key Employee participates to meet the requirements of Code sections 401(a)(4) or 410,
shall be required to be aggregated. Such group shall be known as a “Required Aggregation Group.”
a Top-Heavy Plan if the Required Aggregation Group is a Top -Heavy Group. No plan in the Required
Aggregation Group shall be considered a Top-Heavy Plan if the Required Aggregation Group is not a Top-
Heavy Group.
(ii)
Permissive Aggregation Group: The Employer may also include any other plan
not required to be included in the Required Aggregation Group, provided the resulting group, taken as a whole,
13
would continue to satisfy the provisions of Code sections 401(a)(4) and 410. Such group shall be known as a
“Permissive Aggregation Group.”
Aggregation Group shall be considered a Top-Heavy Plan if the Permissive Aggregation Group is a Top -Heavy
Group. No plan in the Permissive Aggregation Group shall be considered a Top-Heavy Plan if the Permissive
Aggregation Group is not a Top-Heavy Group.
(iii)
Only those plans of the Employer in which the Determination Dates fall within
the same calendar year shall be aggregated in order to determine whether such plans are Top-Heavy Plans.
(iv)
An Aggregation Group shall include any terminated plan of the Employer if it
was maintained within the last five years ending on the Determination Date.
(d)
“Determination Date” means (i) the last day of the preceding Plan Year , or (ii) in the case
of the first Plan Year, the last day of such Plan Year.
(e)
“Present Value of Accrued Benefit” means, in the case of a defined benefit plan, the
present value of the accrued benefit for a Participant other than a Key Employee, determined using the single
accrual method used for all plans of the Employer and Affiliated Employers, or, if no such single method exists,
using a method which results in benefits accruing not more rapidly than the slowest accrual rate permitted under
Code section 411(b)(1)(C). The present value of the accrued benefit shall be determined as of the most recent
Valuation Date that falls within or ends with the 12-month period ending on the Determination Date, except as
provided in Code section 416 and the Regulations thereunder for the first and second plan years of a defined
benefit plan.
(f)
“Top-Heavy Group” means an Aggregation Group in which, as of the Determination
Date, the sum of:
(i)
the present value of accrued benefits of Key Employees under all defined benefit
plans included in the group; and
(ii)
the Aggregate Accounts of Key Employees under all defined contribution plans
included in the group,
exceeds 60% of a similar sum determined for all Key Employees and non-Key Employees under this Plan and
all plans of the Aggregation Group.
ARTICLE III
ELIGIBILITY
3.1
Conditions of Eligibility
(a)
Elective Contributions and Matching Contributions. An Eligible Employee who was a
Participant in the Plan on December 31, 2020, shall continue to be eligible to participate in the Plan, and to
make Elective Contributions to the Plan and receive Matching Contributions, on January 1, 2021. Any other
Eligible Employee shall be eligible to become a Participant in the Plan and to make Elective Contributions to
the Plan and receive Matching Contributions on the date on which the Eligible Employee’s employment with
the Employer commences or as soon as administratively practicable thereafter.
(b)
Discretionary Contributions and Nonelective Contributions. An Eligible Employee who
was a Participant in the Plan and was eligible to receive an allocation of AC Products Discretionary
14
Contributions, Quaker Discretionary Contributions, or Nonelective Contributions on December 31, 2020, shall
continue to be eligible to receive such contributions on January 1, 2021. Any other Eligible Employee shall be
eligible to receive an allocation of AC Products Discretionary Contributions, Quaker Discretionary
Contributions, or Nonelective Contributions only upon completing one Year of Service. Upon completing one
Year of Service, an Eligible Employee shall begin to participate in the Plan for purposes of Nonelective
Contributions as of the first day of the month coincident with or next following the date on which the Eligible
Employee meets the one Year of Service requirement.
3.2
Procedure to Become Active Participant
be a Participant on the Effective Date. Any other Eligible Employee shall become an active Participant
effective as of his or her Entry Date by completing such forms and providing such data as are reasonably
required by the Administrator at such time in advance as the Administrator may prescribe. If the Eligible
Employee declines to make an Elective Contribution pursuant to Section 4.2 effective as of his or her Entry
Date, he or she may thereafter elect to make Elective Contributions on the first day of any subsequent pay
period on which he or she is an Eligible Employee.
3.3
Determination of Eligibility
based upon information furnished by the Employer. Such determination shall be conclusive and binding upon
all persons, as long as the same is made pursuant to the Plan and ERISA.
3.4
Change in Eligibility Status
(a)
Return to Eligible Status. In the event a Participant is no longer an Eligible Employee
and becomes ineligible to participate, such Employee shall become eligible to participate immediately upon
again becoming an Eligible Employee.
(b)
Change to Eligible Status. In the event an Employee who is not an Eligible Employee
becomes an Eligible Employee, such Employee shall (i) be eligible to make Elective Contributions to the Plan
and receive Matching Contributions immediately, and (ii) be eligible to receive an AC Products Discretionary
Contribution (as described in Section 4.4(c)), Quaker Discretionary Contribution (as described in Section
4.4(b)), or a Nonelective Contribution (as described in Section 4.5) if he or she has satisfied the one Year of
Service requirement. Otherwise, such an Eligible Employee shall participate on the date determined under
Section 3.1.
3.5
Omission of Eligible Employee
erroneously omitted and discovery of such omission is not made until after a contribution by his or her
Employer for the year has been made, the Employer shall make a subsequent contribution with respect to the
omitted Employee in the amount which the Employer would have contributed with respect to him or her had he
or she not been omitted. Such contribution shall be made regardless of whether it is deductible in whole or in
part in any taxable year under applicable provisions of the Code.
ARTICLE IV
CONTRIBUTION AND ALLOCAT ION
4.1
Formula for Determining Employer’s Contribution
15
(a)
Contributions. For each Plan Year, the Employer shall contribute to the Plan as follows:
(i)
The amount of the total salary deferral elections of all Participants made pursuant
to Section 4.2(a), which amount shall be deemed the Employer’s Elective Contribution.
(ii)
Matching Contributions made pursuant to Section 4.4(a).
(iii)
Such discretionary amounts, if any, made pursuant to Section 4.4(b) and Section
4.4(c), which amount shall be deemed a Quaker Discretionary Contribution or an AC Products Discretionary
Contribution, respectively.
(iv)
Qualified Nonelective Contributions made pursuant to Section 4.9(f).
(v)
Catch-Up Contributions made pursuant to Section 4.3.
(vi)
Nonelective Contributions made pursuant to Section 4.5.
(b)
Limit on Contributions. Notwithstanding the foregoing, the Employer’s contributions for
any Plan Year shall not exceed the maximum amount allowable as a deduction to the Employer under the
provisions of Code section 404, except as provided in Section 3.5 and to the extent necessary to provide the
Top-Heavy minimum allocations.
(c)
Form of Contributions. All contributions by the Employer shall be made in cash or
newly issued or treasury stock, or in such property as is acceptable to the Trustee.
4.2
Participant’s Salary Deferral Election
(a)
Deferral Election.
Participant Deferral Election
.
Each Participant may elect to defer his or her
Compensation which would have been received in the Plan Year, but for this deferral election, by any
whole percentage up to 75%. A deferral election (or modification of an earlier election) may not be made
with respect to Compensation which is available on or before the date the Participant executed such
election. A deferral election shall specify the portion of the Participant’s Elective Contribution that is
made on a pre-tax basis and the portion of such contribution that is made on a Roth basis. Elective
Contributions contributed to the Plan as made on a pre-tax basis may not later be reclassified as made on
Roth basis and vice versa
.
Deferred Compensation and shall be treated as an Elective Contribution and allocated to the Participant’s
Elective Account, unless the Participant directs all or part of his or her Elective Contributions to the Quaker
Stock Fund. If the Participant directs all or part of his or her Elective Contributions to the Quaker Stock Fund
,
such Elective Contributions shall be allocated to the Stock Bonus Plan Account.
(A)
Automatic Election. Notwithstanding the foregoing, effective
January 1, 2020, an Eligible Employee shall be deemed to have elected under this Section 4.2 to have pre-
tax Elective Contributions made on his behalf in an amount equal to six percent (6%) of Compensation
increasing annually by one percent (1%) of Compensation up to ten percent (10%) of Compensation if he
(1)
has met the eligibility requirements of Article III, (2) has not elected otherwise in accordance with
16
Section 4.2(a)(i), and (3) is hired on or after January 1, 2020. For Eligible Employees hired on or after
March 1, 2020, such deemed election shall become effective starting with the paycheck for the first pay
date on or after the 30th day following the Eligible Employee’s employment commencement date.
A deemed election that was in effect with respect to a Houghton Participant under the Houghton Plan shall
continue to be effect under this Plan, and shall continue to increase annually by one percent (1%) of
Compensation up to ten percent (10%) of Compensation under the Plan. A deemed election that was in
effect under the Plan with respect to an Eligible Employee hired or rehired on or after January 1, 2017 but
prior to January 1, 2020 shall continue to be in effect under the Plan and shall continue to increase
annually by one percent (1%) of Compensation up to six percent (6%) of Compensation under the Plan.
Wallover Participants who were participating in the Wallover Plan as of December 31, 2019 and began to
participate in the Plan effective January 1, 2020 are not subject to the automatic pre-tax Elective
Contributions provisions of this Section 4.2(a)(ii).
A deemed election that was in effect with respect to a SIFCO Participant under the SIFCO Plan shall
continue to be effect under this Plan on and after January 1, 2022 (subject to any changes made by the
Participant after that date permitted under the Plan) as a deemed election under an automatic contribution
arrangement and not as a qualified automatic contribution arrangement, and shall continue to increase
annually by one percent (1%) of Compensation up to ten percent (10%) of Compensation under the Plan.
Coral Participants who were participating in the Coral Plan as of December 31, 2021 and began to
participate in the Plan effective January 1, 2022 are not subject to the automatic pre-tax Elective
Contributions provisions of this Section 4.2(a)(ii).
(B)
Notice. The notice requirements of this Section 4.2(a)(ii)(B) shall
apply to each Eligible Employee described in Section 4.2(a)(ii)(A) who has not made an affirmative
election under Section 4.2(a)(i) to make (or not to make) Elective Contributions. At least 30 days, but not
more than 90 days, before the beginning of the Plan Year, the Employer shall provide each such Eligible
Employee notice of the Eligible Employee’s rights and obligations under the automatic contribution
arrangement described in this subparagraph (B), written in a manner calculated to be understood by the
average Eligible Employee. If such an Eligible Employee becomes subject to the automatic contribution
arrangement described in this subparagraph (B) after the 90
th
day before the beginning of the Plan Year
and does not receive the notice for that reason, the notice will be provided no more than 90 days before the
Eligible Employee becomes subject to the automatic contribution arrangement described in this
subparagraph (B), but not later than the date the Eligible Employee becomes subject to the automatic
contribution arrangement. The notice shall describe (i) the amount of automatic pre-tax Election
Contribution that will be made on the Eligible Employee’s behalf in the absence of an affirmative election,
(ii) the Eligible Employee’s right to elect to have no pre-tax Elective Contributions made on his behalf or
to have a different amount of Elective Contributions made (on a pre-tax or Roth basis), and (iii) how
automatic pre-tax Elective Contributions will be invested in the absence of the Eligible Employee's
investment instructions.
(C)
Election. In accordance with the procedures established by the
Administrator, an Eligible Employee shall have a reasonable opportunity after receipt of the notice
described in Section 4.2(a)(ii)(B) to make an affirmative election regarding Elective Contributions (either
to have no Elective Contributions made or, subject to the limitations set forth in Section 4.2(a)(i), to have a
different amount of Elective Contributions made) prior to the date pre-tax Elective Contributions are
automatically made on his behalf pursuant to Section 4.2(a)(ii). Automatic pre-tax Elective Contributions
being made on behalf of an Eligible Employee pursuant to Section 4.2(a)(ii) shall cease as soon as
17
administratively feasible after the Eligible Employee makes an affirmative election under this Section
4.2(a)(ii)(C). An
Eligible
Employee may also make an affirmative election pursuant to subsection 4.2(a)(i)
before receipt of the notice described in Section 4.2(a)(ii)(B), or change the amount of his pre-tax Elective
Contributions pursuant to Section 4.2(e).
(D)
Continuing Election. A Participant’s deemed election regarding pre-
tax Elective Contributions shall continue in effect until the date that is as soon as administratively feasible
following the earliest of (i) the date the Participant elects otherwise in accordance with Section 4.2(a)(i),
(ii) the date the Administrator determines that all or part of the amount elected (or deemed to be elected)
by the Participant as pre-tax Elective Contributions may not be contributed to the Trust as such because of
the limitations set forth in this Article IV, or (iii) the date the Participant ceases to be an Eligible
Employee.
(b)
Full Vesting . The balance in each Participant’s Elective Account and Stock Bonus Plan
Account attributable to Elective Contributions shall be fully vested at all times and shall not be subject to
forfeiture for any reason.
(c)
Limits on Distributions. Elective Contribution amounts held in the Participant’s Elective
Account and Stock Bonus Plan Account may not be distributable earlier than:
(i)
the Participant’s
Severance from Employment, Total and Permanent Disability , or
death;
(ii)
the Participant’s attainment of age 59½ (only if permitted under any other Section
of the Plan);
(iii)
upon hardship with respect to the Participant (pursuant to Section 6.11); or
(iv)
the termination of the Plan without establishment or maintenance of another
defined contribution plan (other than an employee stock ownership plan as defined in Code section 4975(e)(7))
as described in Code section 401(k)(10).
(d)
Maximum Amount. No Participant shall be permitted to have elective deferrals made
under this Plan or any other qualified plan maintained by the Employer during any taxable year in excess of the
dollar limitation contained in Code section 402(g) in effect for such taxable year, except to the extent permitted
under Section 4.3 and Code section 414(v), if applicable (the “402(g) limit”).
(i)
If the Participant’s Deferred Compensation made under this Plan (reduced by
Deferred Compensation previously distributed or returned to the Participant) and the Participant’s other elective
deferrals to a plan or arrangement described in Code section 402(g)(3) (whether or not maintained by the
Employer or an Affiliated Employer) exceed the maximum amount described in this subsection, the Participant
shall allocate to the Plan or to such other plan or arrangement described in Code section 402(g)(3) the Excess
Deferred Compensation.
The Participant shall notify the Administrator of such allocation in writing no later
than the March 1 following the Participant’s taxable year in which the Excess Deferred Compensation was
made.
(ii)
A Participant shall be deemed to have made a claim for distribution of Excess
Deferred Compensation from the Plan to the extent that the Participant’s Deferred Compensation together with
the Participant’s elective deferrals under any other plan or arrangement maintained by the Employer or an
Affiliated Employer exceeds the Code section 402(g) limit.
18
(iii)
A Participant’s Excess Deferred Compensation shall be reduced, but not below
zero, by any distribution of Excess Contributions pursuant to Section 4.9 for the Plan Year beginning with or
within the taxable year of the Participant.
(iv)
Notwithstanding any other provisions of the Plan, not later than the April 15
following the close of the taxable year, the Administrator shall cause the Trustee to distribute to the Participant
the Excess Deferred Compensation allocated (or deemed to be allocated) to the Plan by the Participant pursuant
to this Section. Any Excess Deferred Compensation shall be distributed as follows: (i) Deferred Compensation
to which Matching Contributions do not relate shall be distributed before Deferred Compensation to which
Matching Contributions relate and (ii) for any year in which a Participant makes Elective Contributions on a
pre-tax and on a Roth basis, the distribution of any Excess Deferred Compensation shall be made first from the
portion of the Participant’s Elective Contributions that is attributable to pre-tax contributions and second from
the portion of the Participant’s Elective Contributions that is attributable to Roth contributions. The amount so
returned shall include the income and loss allocable thereto for the calendar year during which such elective
deferrals were made as determined pursuant to Regulations, using a uniformly applicable written determination
by the Administrator.
(v)
Any Matching Contributions, with earnings thereon, attributable to such Excess
Deferred Compensation shall be forfeited and, in the discretion of the Administrator, (A) used to pay any
reasonable administrative expenses of the Plan or (B) used to reduce the Employer’s obligation to making
Matching Contributions under Section 4.4.
(e)
Deferral Elections; Changes in Deferral Elections. The Employer and the Administrator
shall implement the Participant’s salary deferral elections provided for herein in accordance with the following:
(i)
A Participant may commence making Deferred Compensation contributions to the
Plan as of the Participant’s Entry Date. If the Participant fails to make an initial salary deferral election prior to
such time, then such Participant may thereafter make a salary deferral election effective as of any subsequent
payroll period. The Participant shall make such an election by filing a salary deferral election in accordance
with procedures established by the Administrator.
(ii)
A Participant may increase or decrease the percentage of his or her Compensation
to be deferred and make a new election by providing the Administrator with notice of such modification in the
manner prescribed by the Administrator. Such new election shall initially be effective beginning with the pay
period following the acceptance of the notice by the Administrator or as soon as practicable thereafter. Any
modification shall not have retroactive effect and shall remain in force until revoked.
(iii)
A Participant may elect to revoke his or her salary reduction agreement
prospectively in its entirety at any time during the Plan Year by providing the Administrator with notice of such
revocation in the manner prescribed by the Administrator. Such revocation shall become effective as of the
beginning of the first pay period coincident with or next following the date of notice or as soon as practicable
thereafter. Furthermore, the Participant’s Severance from Employment, change in status to other than Eligible
Employee, or the cessation of participation for any reason, shall be deemed to revoke any salary reduction
agreement then in effect, effective immediately following the close of the pay period within which such
termination or cessation occurs.
(iv)
The Administrator may, in its sole discretion, from time to time prohibit or limit
the amount of Elective Contributions made to the Plan on behalf of Highly Compensated Employees to the
extent necessary to satisfy either the Actual Deferral Percentage Test set forth in Section 4.8(a) or the Actual
Contribution Percentage Test set forth in Section 4.8(b). Any such limit on the amount of Elective
Contributions made to the Plan on behalf of Highly Compensated Employees, as determined by the
19
Administrator, shall be deemed an amendment to the Plan for purposes of Regulation 1.401-1, but the adoption
of such limit shall not be subject to Section 8.1.
(f)
Qualified Military Service. Notwithstanding any provisions of this Plan to the contrary,
all contributions with respect to periods of Qualified Military Service shall be provided in a manner consistent
with Code section 414(u) as follows:
(i)
The Employer shall permit a reemployed Participant to make additional Deferred
Compensation contributions during the period which begins on the date of the reemployment of such Participant
and has the same length as the lesser of the product of three and the period of Qualified Military Service which
resulted in such rights, or five years.
(ii)
The amount of additional Deferred Compensation contributions permitted under
this subsection is the maximum amount of the Deferred Compensation contributions that the Participant would
have been permitted to make under the Plan during the period of Qualified Military Service if the Participant
had continued to be employed by the Employer during such period and received Compensation. Proper
adjustment shall be made to the amount determined under the preceding sentence for any Deferred
Compensation contributions actually made during the period of such Qualified Military Service.
4.3
Catch-Up Contributions
(a)
In General. A Catch-Up Eligible Employee shall be eligible to make Catch-Up
Contributions in accordance with, and subject to the limitations of, Code section 414(v). Such Catch-Up
Contributions shall not be taken into account for purposes of the provisions of the Plan implementing the
required limitations of Code sections 402(g) and 415. Furthermore, the Plan shall not be treated as failing to
satisfy the provisions of the Plan implementing the requirements of Code sections 401(k)(3), 401(k)(11),
401(k)(12), 410(b), or 416, as applicable, by reason of the making of such Catch-Up Contributions.
(b)
Rules Regarding Catch-Up Contributions. The Plan shall be administered in accordance
with final Regulations and other guidance issued by the Internal Revenue Service under Code section 414(v).
Subject to such Regulations and other guidance, the following provisions shall apply with respect to Catch-Up
Contributions:
(i)
A Catch-Up Eligible Employee shall be given an opportunity to elect to make
Catch-Up Contributions for a Plan Year. Such election shall be made at such time and in such manner as
prescribed by the Administrator and shall specify the portion of the Participant’s Catch-Up Contribution that is
made on a pre-tax basis and the portion of such contribution that is made on a Roth basis. Catch-Up
Contributions contributed to the Plan as made on a pre-tax basis may not later be reclassified as made on Roth
basis and vice versa.
(ii)
No Employer Matching Contributions shall be made with respect to Catch-Up
Contributions.
(iii)
Except as otherwise provided in this Section, Catch-Up Contributions and
earnings thereon shall be treated in the same manner as Elective Contributions made pursuant to Section 4.2
(and earnings thereon) and Deferred Compensation.
4.4
Employer Matching and Discretionary Contributions
(a)
Matching Contributions. For each Participant who makes Elective Contributions with
respect to one or more payroll periods for which a Matching Contribution has been authorized by the
20
Administrator pursuant to this subsection (the “Match Period”), the Employer shall make a Matching
Contribution to the Plan on behalf of such Participant in the amount (if any) authorized by the Administrator, in
its sole discretion; provided, however, that:
(i)
The amount of Matching Contribution authorized by the Administrator shall not
exceed 50% of such Participant’s Deferred Compensation (other than Catch-Up Contributions) during the
Match Period up to the first 6% of such Participant’s Compensation during such period, plus a “true-up”
Matching Contribution equal to the excess (if any) of (A) 50% of the Participant’s Deferred Compensation
(other than Catch-Up Contributions) for the Match Period (or, if less, 3% of the Participant’s Compensation for
the period he or she is eligible to participate in the Plan during such Match Period), over (B) the Matching
Contribution already contributed to the Plan on behalf of the Participant for such Match Period;
(ii)
With respect to a Participant who is a member of a unit of Employees covered by
a collective bargaining unit, the Administrator shall not have the authority to decrease the Matching
Contribution to less than the amount (if any) required by such collective bargaining agreement; and
(iii)
With respect to a period of Qualified Military Service, the Administrator shall not
have the authority to decrease the Matching Contribution to less than the amount (if any) required by Code
section 414(u).
Effective with the Elective Contributions taken from the paycheck for the first pay date on or after April
17, 2020, the Matching Contribution may be made in cash or in Company Securities in the sole discretion
of the Administrator. Matching Contributions made in cash will be invested according to the direction of
the Participant, Beneficiary, or alternate payee under Section 4.13(a). To the extent a Matching
Contribution is made in Company Securities, the contribution shall be invested in the Quaker Stock Fund,
subject to any subsequent reapportionment direction of the Participant, Beneficiary, or alternate payee
under Section 4.13(e).
(b)
Quaker Discretionary Contributions. The Employer shall make such contributions to the
Fund in respect of each calendar year during which this Plan is in effect as are determined in accordance with
such formula as may from time to time be approved by the Board of Directors, in its absolute discretion.
Such
contributions shall be referred to as Quaker Discretionary Contributions. This subsection shall not be construed
as requiring the Employer to make contributions in any specific calendar year, whether or not there exists net
income out of which such contributions could be made. Notwithstanding the foregoing, no Quaker
Discretionary Contributions shall be made on behalf of or allocated to the account of any AC Participant, Epmar
Participant, Summit Participant, ECLI Participant, Houghton Participant, Wallover Participant, Coral
Participant or SIFCO Participant.
(c)
AC Products Discretionary Contributions. AC Products, Inc. shall make such
contributions to the Fund in respect of each calendar year during which this Plan is in effect as are determined
in accordance with such formula as may from time to time be approved by the Board of Directors of AC
Products, Inc., in its absolute discretion. This provision shall not be construed as requiring AC Products, Inc. to
make contributions in any specific calendar year, whether or not there exists Net Income out of which such
contributions could be made. For purposes of this subsection, “Net Income” shall mean the profit from
operations of AC Products, Inc., as determined by the Board of Directors of AC Products, Inc., from the internal
financial statements of AC Products, Inc. for the calendar year.
4.5
Employer Nonelective Contributions
(a)
Eligibility Requirements. Nonelective Contributions shall be made on behalf of each
Participant who (i) is not included in a unit of Employees covered by a collective bargaining agreement, except
21
to the extent that the applicable collective bargaining agreement so provides (including not limited to an
Eligible Employee of the Coral Chemical Company whose employment is governed by the terms of a collective
bargaining agreement between Local 301, Cartage Division or the Plant Workers Agreement and Coral
Chemical Company), and (ii) has met the conditions of eligibility set forth in Section 3.1(b). Notwithstanding
the foregoing, Employees hired on or after February 10, 2020 who are covered by a collective bargaining
agreement between the Employer and the International Chemical Workers Union Council of the United Food
and Commercial Workers Union and its Local No. 125C, shall be eligible to receive Nonelective Contributions
provided they have met the conditions of eligibility set forth in Section 3.1(b).
(b)
Amount of Contribution. Subject to the limitations of Section 4.10, the Employer shall
make Nonelective Contributions to the Fund for a Plan Year in an amount equal to 3% of the Compensation of
each Participant who satisfied the eligibility requirements of subsection (a) at any time during such Plan Year;
provided, however, that Compensation with respect to any period in which the Participant does not meet the
eligibility requirements of subsection (a) shall be disregarded for purposes of determining the amount of the
Nonelective Contribution.
(c)
Investment.
Effective with the first pay date on or after April 17, 2020, the
Nonelective Contribution may be made in cash or in Company Securities in the sole discretion of the
Administrator. Nonelective Contributions made in cash will be invested according to the direction of the
Participant, Beneficiary, or alternate payee under Section 4.13(a). To the extent Nonelective Contributions
are made in Company Securities, the contribution shall be invested in the Quaker Stock Fund, subject to
any subsequent reapportionment direction of the Participant, Beneficiary, or alternate payee under Section
4.13(e).
4.6
Time Of Payment of Employer’s Contribution
deductions as of the earliest date on which such contributions can be reasonably segregated from the general
assets, and such amounts shall be segregated no later than the 15th business day of the month following the
month in which Elective Contributions were deducted from the Participant’s Compensation. The Employer
shall pay to the Trustee Matching Contributions, AC Products Discretionary Contributions, Quaker
Discretionary Contributions, and Nonelective Contributions for any Plan Year under this Article IV no later
than the last day on which amounts so paid may be deducted for Federal income tax purposes for the taxable
year of the Employer in which the Plan Year ends. Any additional contributions made by the Employer that are
allocable to a Participant’s Elective Account for a Plan Year shall be paid to the Plan no later than the end of the
12- month period immediately following the close of the Plan Year in which the contributions were made.
4.7
Allocation of Contribution And Earnings
(a)
Accounts. The Administrator shall establish and maintain an account in the name of each
Participant to which the Administrator shall credit all amounts allocated to each such Participant as set forth
herein.
(b)
Allocation of Contributions. The Employer shall provide the Administrator with all
information required by the Administrator to make a proper allocation of the Employer’s contributions for each
Plan Year. Within a reasonable period of time after the date of receipt by the Administrator of such information
and sufficient funding, the Administrator shall allocate such contributions as follows:
(i)
Elective Contributions. With respect to the Elective Contributions made pursuant
to Section 4.2(a) or Section 4.3,
to each Participant’s Elective Account and Stock Bonus Plan Account, as
applicable, in an amount equal to each such Participant’s Deferred Compensation for the year.
22
(ii)
Matching Contributions. With respect to Matching Contributions made pursuant
to Section 4.4(a), to each Participant’s Account and Stock Bonus Plan Account, as applicable, in an amount
equal to the Matching Contribution made by the Employer to the applicable account on behalf of the Participant
as set forth in Section 4.4(a).
(iii)
Quaker Discretionary Contributions. Quaker Discretionary Contributions, if any,
made pursuant to Section 4.4(b) for a Plan Year shall be allocated to each eligible Participant’s account in the
same proportion that each eligible Participant’s Base Compensation for such Plan Year bears to the total Base
Compensation of all Participants who are eligible to receive the Quaker Discretionary Contribution for such
Plan Year, such amount to be allocated to the Participant’s Account and Stock Bonus Plan Account, as
applicable. Except as provided in Section 4.7(b)(vi), only those Participants who (A) have completed a Year of
Service during the Plan Year; (B) are actively employed on the last day of the Plan Year; and (C)
are not AC
Participants, Epmar Participants, Summit Participants, ECLI Participants, Houghton Participants, Wallover
Participants, Coral Participants or SIFCO Participant shall be eligible to share in the allocation of the Quaker
Discretionary Contributions for the Plan Year.
(iv)
AC Products Discretionary Contributions. The AC Products Discretionary
Contributions, if any, made pursuant to Section 4.4(c) for a Plan Year shall be allocated to each eligible AC
Participant’s account in the same proportion that each eligible AC Participant’s Compensation for such Plan
Year bears to the total Compensation of all Participants who are eligible to receive the AC Products
Discretionary Contribution for such Plan Year , such amount to be allocated to the Participant’s Account and
Stock Bonus Plan Account, as applicable. Except as provided in Section 4.7(b)(vi), only AC Participants who:
(A) have completed a Year of Service during the Plan Year; and (B) are actively employed on the last day of
the Plan Year, shall be eligible to receive an allocation of the AC Products Discretionary Contributions for the
Plan Year.
(v)
Nonelective Contributions. Nonelective Contributions made pursuant to Section
4.5 shall be allocated to each eligible Participant’s Account in an amount equal to the Nonelective Contribution
made by the Employer on behalf of the Participant as set forth in Section 4.5.
(vi)
Exception to Last Day of Year Requirement. Notwithstanding the foregoing,
Participants who are not actively employed on the last day of the Plan Year due to Retirement (Normal or Late),
Total and Permanent Disability, or death shall share in the allocation of Quaker Discretionary Contributions or
AC Products Discretionary Contributions for that Plan Year.
(c)
Allocation of Earnings and Losses. As of the last day of each Plan Year or other
Valuation Date, before allocation of Employer contributions, any earnings or losses (net appreciation or net
depreciation) of the Fund shall be allocated in the same proportion that each Participant’s nonsegregated
accounts bear to the total of all Participants’ nonsegregated accounts as of such date. Each segregated account
maintained on behalf of a Participant shall be credited or charged with its separate earnings and losses.
(d)
Top-Heavy Plan Year .
(i)
Notwithstanding the foregoing, for any Top-Heavy Plan Year, the sum of the
Employer’s contributions and forfeitures allocated to the Aggregate Account of each non-Key Employee shall
be equal to at least 3% of such non-Key Employee’s 415 Compensation (reduced by contributions and
forfeitures, if any, allocated to each non-Key Employee in any defined contribution plan included with this Plan
in a Required Aggregation Group). However, if (i) the sum of the Employer’s contributions and forfeitures
allocated to the Aggregate Account of each Key Employee for such Top-Heavy Plan Year is less than 3% of
each Key Employee’s 415 Compensation and (ii) this Plan is not required to be included in an Aggregation
Group to enable a defined benefit plan to meet the requirements of Code section 401(a)(4) or 410, the sum of
23
the Employer’s contributions and Forfeitures allocated to the Aggregate Account of each non-Key Employee
shall be equal to the largest percentage allocated to the Aggregate Account of any Key Employee. Employer
Matching Contributions shall be taken into account for purposes of satisfying the minimum contribution
requirements of Code section 416(c)(2) and this subsection. Employer Matching Contributions that are used to
satisfy the minimum contribution requirements shall be treated as Matching Contributions for purposes of the
actual contribution percentage test set forth in Section 4.8(b) and other requirements of Code section 401(m).
However, no such minimum allocation shall be required in this Plan for any non-Key Employee who
participates in another defined contribution plan subject to Code section 412 that is included with this Plan in a
Required Aggregation Group.
(ii)
For purposes of the minimum allocations set forth above, the percentage allocated
to the Aggregate Account of any Key Employee shall be equal to the ratio of the sum of the Employer’s
contributions and Forfeitures allocated on behalf of such Key Employee divided by the 415 Compensation for
such Key Employee.
(iii)
For any Top-Heavy Plan Year, the minimum allocations set forth above shall be
allocated to the Aggregate Accounts of all non-Key Employees who are Participants and who are employed by
the Employer on the last day of the Plan Year, including non-Key Employees who have (A) failed to complete a
Year of Service; and (B) declined to make mandatory contributions (if required) or, in the case of a cash or
deferred arrangement, Elective Contributions to the Plan.
(iv)
For the purposes of this Section, 415 Compensation shall be limited by and
adjusted in such manner as permitted under Code section 415(d).
(e)
Matching Contributions – No Hour of Service Requirement. Notwithstanding anything
herein to the contrary, a Participant who terminates employment for any reason during the Plan Year, has made
Elective Contributions for the Plan Year , and is otherwise eligible to receive an allocation of Matching
Contributions, shall share in an allocation of the Matching Contribution made by the Employer for the year of
termination without regard to the Hours of Service credited.
(f)
Forfeitures. As of the last day of each Plan Year, any amounts which become a
Forfeiture during such Plan Year shall, in the discretion of the Administrator, be used to (i) reduce the
Employer’s obligation to make Matching Contributions, AC Products Discretionary Contributions, Quaker
Discretionary Contributions, and/or Nonelective Contributions, or (ii) pay any administrative expenses of the
Plan.
(g)
Reemployment after Break in Service. If a Participant is reemployed after five
consecutive 1-Year Breaks in Service, then separate accounts shall be maintained as follows:
(i)
one account for nonforfeitable benefits attributable to pre-break service; and
(ii)
one account representing his or her status in the Plan attributable to post-break
service.
(h)
Restoration of Forfeitures. If a Participant is reemployed as an Eligible Employee, any
Forfeiture of his or her Participant’s Account that has occurred under Section 1.31(a) shall be restored to his or
her Participant’s Account by the Employer if the Participant repays to the Plan in full the amount of the
distribution he or she received; provided such repayment is made not later than the earlier of (i) the close of the
first period of five consecutive 1-Year Breaks in Service commencing after the distribution, or (ii) five years
after the date on which the Participant again becomes an Eligible Employee.
24
4.8
Actual Deferral Percentage Test and Actual Contribution Percentage Test
(a)
Actual Deferral Percentage Test. This subsection shall be applied separately with respect
to the Non-Safe Harbor Component Plan and the Bargaining Component Plan, and the term “Plan” as used in
this subsection shall refer to the component plan being tested. The safe harbor set forth in Code section
401(k)(12) shall apply to the Safe Harbor Component Plan.
the Plan’s eligibility requirements shall not be less than or equal two at least one of the following:
(A) The actual deferral percentage for such Plan Year for all Nonhighly
Compensated Employees who have met the Plan’s eligibility requirements,
multiplied by 1.25; or
(B) The actual deferral percentage for such Plan Year for all Nonhighly
Compensated Employees who have met the Plan’s eligibility requirements,
multiplied by 2.0, provided that the actual deferral percentage for Highly
Compensated Employees who have met the Plan’s eligibility requirements does
not exceed the actual deferral percentage for Nonhighly Compensated Employees
who have met the Plan’s eligibility requirements by more than two percentage
points.
specified group of Employees who have met the Plan’s eligibility requirements shall mean the average of the
ratios, calculated separately for each such Employee in such group, of:
(A) The amount of Deferred Compensation paid to the Plan on behalf of each
such Employee for such Plan Year (excluding (A) any amount of Deferred
Compensation paid to the Plan by a Nonhighly Compensated Employee in excess
of the Code section 402(g) limit for such Plan Ye ar, and (B) Deferred
Compensation made pursuant to Code section 414(u) by reason of a Participant’s
qualified military service (provided, however, that the portion of Deferred
Compensation contributed from differential wage payments (within the meaning
of Code section 414(u)(12)) shall be disregarded only if the nondiscrimination
requirement set forth in Code section 414(u)(12)(C) is satisfied); to
(B) The Participant’s 414(s) Compensation for such Plan Year; provided,
however, that the Administrator may determine, for any Plan Year, to consider
only that Compensation paid to an Employee while he or she is eligible to
participate in the Plan.
(b)
Actual Contribution Percentage Test. The Plan shall satisfy the “actual contribution
percentage test,” which shall mean the numerical test set forth in subsection (a), revised by disregarding any
reference to component plans and substituting for the term “actual deferral percentage” the term “actual
contribution percentage”; provided, however, that pursuant to Regulation section 1.401(m)-1(b)(2), the Actual
Contribution Test shall not apply to the Bargaining Component Plan. The term “actual contribution percentage”
as applied to a specified group of Employees shall mean the average of the ratios, calculated separately for each
Employee in such group who, if he or she made Elective Deferrals, would have Matching Contributions
allocated to his or her account for the year, of:
25
(i)
the amount of Matching Contributions (excluding (A) Matching Contributions
forfeited pursuant to Section 4.2(d) or Section 4.9(c), and (B) Matching Contributions made pursuant to
Code section 414(u) by reason of a Participant’s qualified military service (provided, however, that the
portion of the Matching Contribution that is made with respect to any Deferred Compensation contributed
from differential wage payments (within the meaning of Code section 414(u)(12)) shall be disregarded
only if the nondiscrimination requirement set forth in Code section 414(u)(12)(C) is satisfied) paid to the
Plan on behalf of such Employee for such Plan year; to
(ii)
the Participant’s 414(s) Compensation for such Plan Year; provided, however,
that the Administrator may determine, for any Plan Year, to consider only that Compensation paid to an
Employee while he or she is eligible to participate in the Plan.
(c)
Nonaggregation. Pursuant to Regulation sections 1.401(k)-1(b)(4)(iii)(B) and 1.401(m)-
1(b)(4)(iii)(B), the Plan cannot be tested on an aggregate basis with any other cash or deferred arrangement that
uses a methodology to satisfy the actual deferral percentage test or the actual contribution percentage test that is
inconsistent with the Plan’s methodology to satisfy these tests.
4.9
Return of Excess Contributions, Return of Excess Aggregate Contributions, And Special Rules
covered by the Non-Safe Harbor Component Plan and Highly Compensated Employees who are covered by the
Bargaining Component Plan, and such subsections shall apply only to the extent of the Highly Compensated
Employee’s contributions under such Component Plan. Subsections (a) and (c) shall not apply to the Safe
Harbor Component Plan.
(a)
Determination of Aggregate Amount of Excess Contributions. Excess Contributions
shall be returned to Highly Compensated Employees in the manner set forth in subsection (c) if the limitations
under Section 4.8(a) are exceeded. Excess Contributions to be returned to Highly Compensated Employees
shall be determined by:
(i)
reducing the actual deferral percentage of the Highly Compensated Employee
with the highest actual deferral percentage until the applicable nondiscrimination test of Section 4.8(a) has been
satisfied or until the actual deferral percentage of such Highly Compensated Employee is equal to the actual
deferral percentage of the Highly Compensated Employee with the next highest actual deferral percentage;
(ii)
repeating the process in paragraph (i) above until the applicable nondiscrimination
test of Section 4.8(a) is satisfied;
(iii)
converting into a dollar amount any reduction in the actual deferral percentage of
each affected Highly Compensated Employee; and
(iv)
adding together the dollar amounts of the excess Deferred Compensation
determined under paragraph (iii) above for each affected Highly Compensated Employee.
(b)
Determination of Aggregate Amount of Excess Aggregate Contributions. The amount of
excess Matching Contributions (“Excess Aggregate Contributions”) to be returned to Highly Compensated
Employees shall be determined in the manner set forth in subsection (a). Excess Aggregate Contributions, if
any, shall be returned to Highly Compensated Employees in the manner set forth in subsection (d).
(c)
Determination of Individual Amount of Excess Contributions. Should the actual deferral
percentage of Highly Compensated Employees for a Plan Year exceed the restrictions described in Section
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4.8(a), the Excess Contribution shall be distributed to Highly Compensated Employees from the Elective
Account (and Stock Bonus Plan Account), starting with the Highly Compensated Employee with the greatest
dollar amount of Deferred Compensation for the Plan Year or until the Deferred Compensation made by such
Highly Compensated Employee equals the Deferred Compensation made by the Highly Compensated
Employee with the next greatest dollar amount of Deferred Compensation for the Plan Year. For purposes of
the preceding sentence, any Excess Contributions shall be distributed as follows: (i) Distributions to any Highly
Compensated Employee shall first be made with respect to Deferred Compensation that is not taken into
account in determining Matching Contributions pursuant to Section 4.4(a); and (ii) for any year in which a
Participant makes Elective Contributions on a pre-tax and on a Roth basis, the distribution of any Excess
Contribution shall be made first from the portion of the Participant’s Elective Contributions that is attributable
to pre-tax contributions and second from the portion of the Participant’s Elective Contributions that is
attributable to Roth contributions. This process shall be repeated until all the excess Deferred Compensation
attributable to the applicable test has been distributed. Any Matching Contributions attributable to such Excess
Contributions (regardless of whether such Excess Contributions are attributable to Elective Contributions made
on a pre-tax or on a Roth basis) distributed to Highly Compensated Employees shall be forfeited in accordance
with subsection (e).
(d)
Determination of Individual Amount of Excess Aggregate Contributions. Should the
actual contribution percentage of Highly Compensated Employees for a Plan Year exceed the restrictions
described in Section 4.8(b) the Excess Aggregate Contributions shall be forfeited, if forfeitable, or, if not
forfeitable, distributed, starting with the account of the Highly Compensated Employee with the greatest dollar
amount of Matching Contributions in the manner described in subsection (c).
(e)
Timing of Distribution/Forfeiture. The distribution or forfeiture made pursuant to
subsections (c) and (d) above shall be made within two and one-half months following the close of such Plan
Year, if administratively practicable, but in no event later than the last day of the 12-month period following the
close of such Plan Year. Any distribution or forfeiture for purposes of the preceding sentence shall be
determined after taking into account income or loss for the applicable Plan Year. Any Matching Contributions,
with earnings thereon, that have been allocated to a Participant on account of Excess Contributions shall be
forfeited. Amounts forfeited shall, at the discretion of the Administrator, be (i) used to pay any administrative
expenses of the Plan, or (ii) used to reduce the Employer’s obligation to make Matching Contributions allocated
under Section 4.4(a).
(f)
Special Rules.
(i)
Qualified Nonelective Contribution. Notwithstanding anything to the contrary
herein, within 12 months after the end of the applicable Plan Year, the Employer may make a special Qualified
Nonelective Contribution in an amount that does not exceed the minimum amount necessary to satisfy the
test(s) set forth in Section 4.8(a) and/or 4.8(b). Such Qualified Nonelective Contribution shall be allocated to
the Elective Accounts of the minimum necessary number of Nonhighly Compensated Employees who met the
Plan’s eligibility requirements for the applicable Plan Year, starting with the Nonhighly Compensated
Employee with the lowest Compensation for such Year , and shall be such percentage of the Nonhighly
Compensated Employee’s Compensation for the year that (i) results in the lowest aggregate amount of
Qualified Nonelective Contributions, and (ii) satisfies the rule against disproportionate contributions set forth in
Regulation section 1.401(k)-2(a)(6)(iv). For purposes of applying this subsection to Section 4.8(a), the term
“Plan” shall refer to the Non-Safe Harbor Component Plan or the Bargaining Component Plan, as applicable.
(ii)
Other Contributions Taken Into Account for ACP Test . For purposes of
determining the actual contribution percentage and the amount of Excess Aggregate Contributions pursuant to
Section 4.8(b), only Matching Contributions credited on behalf of an eligible Employee in accordance with
27
Regulation section 1.401(m)-2(a) for the applicable Plan Year shall be counted. In addition, the Administrator
may elect to take into account elective contributions and qualified nonelective contributions (as defined in
Regulation section 1.401(m)-2(a)) contributed to any plan maintained by the Employer in determining the
actual contribution percentage for each applicable Employee for the applicable Plan Year, provided such
amounts comply with the provisions of Regulation section 1.401(m)-2(a). Elective contributions under the Plan
shall not be taken into account for purposes of Section 4.8(b).
(iii)
Ratios. All ratios and averages of ratios calculated hereunder shall be calculated
to the nearest 1/100 of 1%.
(iv)
Highly Compensated Employee Participating in Multiple Plans. For purposes of
Section 4.8(a), the actual deferral percentage of a Highly Compensated Employee who is eligible to have
elective deferrals (or contributions treated as elective deferrals) allocated to his or her accounts under two or
more arrangements described in Code section 401(k), that are maintained by the Employer or an Affiliated
Employer, shall be determined as if such elective deferrals (or contributions treated as elective deferrals) were
made under a single arrangement. If a Highly Compensated Employee participates in two or more cash or
deferred arrangements of the Employer or an Affiliated Employer that have different plan years, all elective
deferrals made during the Plan Year under all such arrangements shall be aggregated. For purposes of Section
4.8(b), the actual contribution percentage of a Highly Compensated Employee who is eligible to have matching
contributions or employee contributions (or contributions treated as matching or employee contributions)
allocated to his or her accounts under two or more plans described in Code section 401(a), or arrangements
described in Code section 401(k) that are maintained by the Employer or an Affiliated Employer, shall be
determined as if the total of such matching contributions or employee contributions (or contributions treated as
matching or employee contributions) were made to each plan and arrangement. If a Highly Compensated
Employee participates in two or more such plans or arrangements that have different plan years, all matching
contributions or employee contributions (or contributions treated as matching or employee contributions) made
during the Plan Year under all such plans and arrangements shall be aggregated. Notwithstanding the
foregoing, certain plans shall be treated as separate if mandatorily disaggregated under Regulations under Code
section 401(k) or Code section 401(m).
(v)
Aggregation of Plans. For purposes of Sections 4.8 and 4.9, the Plan shall be
aggregated and treated as a single plan with other plans maintained by the Employer and an Affiliated Employer
to the extent that the Plan is aggregated with any such other plan for purposes of satisfying Code sections
401(a)(4) and 410(b) (other than Code section 410(b)(2)(A)(ii)). In addition, if this Plan is permissively
aggregated with any other plan of the Company or an Affiliated Employer for purposes of satisfying Code
section 401(k) or 401(m), this Plan and such other plan or plans shall satisfy Code section 401(a)(4) and 410(b)
as if this Plan and such other plan or plans were a single plan.
(vi)
Prior Year Testing. Notwithstanding anything herein to the contrary, in
accordance with applicable Regulations and applicable guidance, the Employer may elect to apply the tests set
forth in Sections 4.8(a) and (b) using the actual deferral percentage and the actual contribution percentage, as
applicable, for the preceding Plan Year for Nonhighly Compensated Employees who have met the Plan’s
eligibility requirements in lieu of such percentages for the current Year.
(vii)
Early Participation Rule. For purposes of Sections 4.8(a) and 4.8(b), with respect
to any Plan Year for which the Employer elects to apply Code section 410(b)(4)(B) in determining whether the
requirements of Code section 401(k)(3)(A)(i) (for purposes of Section 4.8(a)) or Code section 410(b) (for
purposes of Section 4.8(b)) are met, the Employer may elect to exclude from consideration all Eligible
Employees who are Nonhighly Compensated Employees and who have not attained age 21 and completed at
least one year of eligibility service. In no event, however, shall the early participation rule described in this
28
subsection apply to the Safe Harbor Component Plan or the Non-Safe Harbor Component Plan for purposes of
Section 4.8(a).
4.10
Maximum Annual Additions
(a)
Limit on Allocations. Except to the extent permitted under Section 4.3 and Code section
414(v), if applicable, the maximum annual addition that may be contributed or allocated to a Participant’s
accounts under the Plan for any limitation year shall not exceed the lesser of:
(i)
$58,000, as adjusted for increases in the cost-of-living under Code section 415(d)
for limitation years after 2021; or
(ii)
100% of the Participant’s 415 Compensation for such limitation year.
The compensation limit referred to in paragraph (ii) shall not apply to any contribution for medical benefits
after separation from service (within the meaning of Code section 401(h) or 419(A)(f)(2)) which is otherwise
treated as an annual addition.
(b)
Annual Additions. For purposes of applying the limitations of Code section 415, “annual
additions” means the sum of all contributions by the Participant, other than rollover contributions, or by the
Employer or an Affiliated Employer hereunder or under any defined contribution plan maintained by either, all
forfeitures allocated to the Participant’s accounts under such plans, and amounts treated as part of an annual
addition under the limitations of Code sections 415(l) and 419A(d)(2).
annual addition. In addition, the following are not Employee contributions for purposes of this subsection: (i)
rollover contributions (as defined in Code sections 402(c), 403(a)(4), 403(b)(8), and 408(d)(3)); (ii) repayments
of loans made to a Participant from the Plan; (iii) repayments of distributions received by an Employee pursuant
to Code section 411(a)(7)(B) (cashouts); (iv) repayments of distributions received by an Employee pursuant to
Code section 411(a)(3)(D) (mandatory contributions); and (v) Employee contributions to a simplified employee
pension excludable from gross income under Code section 408(k)(6).
(c)
Limitation Year. For purposes of applying the limitations of Code section 415, the
“limitation year” shall be the Plan Year.
(d)
Aggregation Rules.
(i)
For the purpose of this Section, all qualified defined contribution plans (whether
terminated or not) ever maintained by the Employer shall be treated as one defined contribution plan.
(ii)
For the purpose of this Section, if the Employer is a member of a controlled group
of corporations, trades or businesses under common control (as defined by Code section 1563(a) or Code
sections 414(b) and (c) as modified by Code section 415(h)), is a member of an affiliated service group (as
defined by Code section 414(m)), or is a member of a group of entities required to be aggregated pursuant to
Regulations under Code section 414(o), all Employees of such Employers shall be considered to be employed
by a single Employer.
(iii)
If a Participant participates in more than one defined contribution plan maintained
by the Employer and such plans have different Plan Years, the maximum annual additions under this Plan shall
equal the maximum annual additions for the limitation year minus any annual additions previously credited to
such Participant’s accounts during the limitation year.
29
(iv)
If a Participant participates in both a defined contribution plan subject to Code
section 412 and a defined contribution plan not subject to Code section 412 maintained by the Employer which
have the same Plan Year, annual additions shall be credited to the Participant’s accounts under the defined
contribution plan subject to Code section 412 prior to crediting annual additions to the Participant’s accounts
under the defined contribution plan not subject to Code section 412.
(v)
If a Participant participates in more than one defined contribution plan not subject
to Code section 412 maintained by the Employer and such plans have the same Plan Year, the maximum annual
additions under this Plan shall equal the product of (A) the maximum annual additions for the limitation year
minus any annual additions previously credited above, multiplied by (B) a fraction (I) the numerator of which is
the annual additions which would be credited to such Participant’s Account under this Plan without regard to
the limitations of Code section 415 and (II) the denominator of which is such annual additions for all plans
described in this subsection.
4.11
Correction of Excess Annual Additions
excess annual addition shall be corrected in accordance with the Internal Revenue Service Employee Plans
Compliance Resolution System or as otherwise permitted by applicable law and Regulations.
4.12
Rollovers From Other Plans
(a)
Rollover Contributions Accepted. With the consent of the Administrator, the Plan shall
accept an eligible rollover distribution by a Participant from the following:
(i)
a qualified plan described in Code section 401(a) or 403(a), excluding after-tax
employee contributions;
(ii)
an annuity contract described in Code section 403(b), excluding after-tax
contributions;
(iii)
an eligible plan under Code section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state;
(iv)
the portion of a distribution from an individual retirement account or annuity
described in Code section 408(a) or 408(b) that would otherwise be includable in gross income; and
(v)
the portion of a distribution from a designated Roth account under an applicable
retirement plan described in Code section 402A, but only to the extent that (i) it is a direct rollover and (ii) is
not includible in income when determined without regard to the rollover;
provided, however that (A) the rollover will not jeopardize the tax-exempt status of the Plan or Trust or create
adverse tax consequences for the Employer, and (B) a distribution to which the Participant is entitled as a
Surviving Spouse shall not be rolled over to the Plan. If the Administrator determines the rollover amount
contains an invalid rollover amount, such amount plus any earnings shall be distributed within a reasonable time
after such determination. The amounts transferred shall be set up in a separate account herein referred to as a
Participant’s Rollover Account. Such account shall be fully vested at all times and shall not be subject to
forfeiture for any reason.
30
(b)
Withdrawals and Distributions Limited. Amounts in a Participant’s Rollover Account
shall be held by the Trustee pursuant to the provisions of this Plan and may not be withdrawn by or distributed
to the Participant, in whole or in part, except as provided in subsection (c).
(c)
Distributions. On such date as the Participant or his or her Beneficiary shall be entitled to
receive benefits, the fair market value of the Participant’s Rollover Account shall be used to provide additional
benefits to the Participant or his or her Beneficiary. Any distributions of amounts held in a Participant’s
Rollover Account shall be made in a manner which is consistent with and satisfies the provisions of Section 6.5,
including, but not limited to, all notice and consent requirements of Code section 411(a)(11) and the
Regulations thereunder. Furthermore, such amounts shall be considered as part of a Participant’s benefit in
determining whether an involuntary cash-out of benefits without the Participant’s consent may be made.
(d)
Evidence of Rollover Eligibility. Prior to accepting any rollovers to which this Section
applies, the Administrator may require the Employee to establish that the amounts to be transferred to this Plan
meet the requirements of this Section and may also require the Employee to provide an opinion of counsel
satisfactory to the Employer that the amounts to be transferred meet the requirements of this Section.
4.13
Investment of Aggregate Accounts
(a)
Participant Directed.
Every Participant, Beneficiary, and alternate payee shall have
the right to designate the investment category or categories in which the Trustee is to invest his or her
Aggregate Account including, pursuant to Section 4.13(e), any contributions that are initially invested in
the Quaker Stock Fund at the time of contribution pursuant to Section 4.4(a) or Section 4.5(c).
(b)
ERISA Section 404(c) Plan. This Plan is intended to constitute a plan described in
section 404(c) of ERISA, and regulations thereunder. Neither the Employer, nor the Administrator, nor the
Trustee nor any other Fiduciary shall be liable for any losses which are the result of investment instructions
provided by any Participant, Beneficiary, or alternate payee. The Administrator shall designate the available
investment categories to which a Participant, Beneficiary, or alternate payee may direct the investment of
amounts credited to his or her Aggregate Account. The Administrator, in its discretion, may from time to time
designate additional investment categories of the same or different types or modify, cease to offer, or eliminate
any existing investment categories, subject to the requirements of section 404(c) of ERISA and the regulations
thereunder.
(c)
Investment Direction – Future Contributions.
Each Participant may, subject to the
Company’s insider trading policy or other restriction(s) imposed by the Company pursuant to Sections
4.13(m) or 4.13(n), designate the percentage of future contributions to be invested in any investment
category, and change such designation, on any business day by giving notice, in the manner prescribed by
the Trustee. Any designation or change in designation of investment categories shall be in increments of at
least 1%.
(d)
Default Fund.
In the absence of any current written (or electronic) designation of
investment category(ies) from a Participant, the Trustee shall automatically invest such funds in the default
investment fund(s) designated by the Administrator.
(e)
Investment Direction – Reapportionment of Aggregate Account.
A Participant,
Beneficiary, or alternate payee may, subject to the Company’s insider trading policy or other restriction(s)
imposed by the Company pursuant to Sections 4.13(m) or 4.13(n), on any business day, by giving notice in
the manner prescribed by the Trustee, transfer all or any portion of the assets held on his or her behalf in
any investment category or categories to any other category or categories then provided, including any
31
contributions that are initially invested in the Quaker Stock Fund at the time of contribution pursuant to
Section 4.4(a) or Section 4.5(c).
(f)
Reinvestment of Income, Etc. All interest, dividends, capital gains, distributions, and
other income received with respect to any shares of an investment category credited to the separate accounts of
a Participant, Beneficiary, or alternate payee under the Plan shall be reinvested by the Trustee in additional
shares of the same investment fund and credited to the Participant’s, Beneficiary’s, or alternate payee’s separate
accounts.
(g)
Company Securities – Rights and Equity Restructuring. Each Participant, Beneficiary, or
alternate payee shall have the right to direct the Trustee as to the exercise or sale of any rights to purchase
Company Securities allocated to his or her Stock Bonus Plan Account, and his or her Aggregate Account (or
Stock Bonus Plan Account) shall be appropriately credited. Company Securities received by the Trustee by
reason of a stock split, stock dividend, or other distribution shall be appropriately allocated to accounts holding
interests in the Quaker Stock Fund.
(h)
Company Securities – Voting Rights. Each Participant, Beneficiary, or alternate payee
shall have the right to direct the Trustee as to the exercise of voting rights with respect to Company Securities
allocated to his or her Stock Bonus Plan Account. As soon as practicable prior to the occasion for the exercise
of such voting rights, the Employer shall deliver or cause to be delivered to each Participant, Beneficiary, or
alternate payee all notices, prospectuses, financial statements, proxies, and proxy soliciting material relating to
shares of Company Securities allocated to his or her Stock Bonus Plan Account. Instructions by Participants,
Beneficiaries, or alternate payees to the Trustee shall be on such form or in such other manner and pursuant to
such regulations as the Administrator shall prescribe. Any such instructions shall remain in the strict
confidence of the Trustee. Any shares of Company Securities for which no instructions are received by the
Trustee within such time specified in the notice shall not be voted, except to the extent that the Trustee
determines otherwise consistent with the Trustee’s duties under ERISA. Any shares of Company Securities
which are not allocated to Participants’, Beneficiaries’, or alternate payees’ Stock Bonus Plan Accounts shall be
voted in the same proportions as the shares of Company Securities for which timely instructions were received
from Participants, Beneficiaries, and alternate payees except to the extent that the Trustee determines otherwise
consistent with the Trustee’s duties under ERISA.
(i)
Company Securities – Confidentiality. The Administrator is responsible for ensuring
that:
(i)
procedures are maintained by the Plan to safeguard the confidentiality of
information relating to the purchase, holding, and sale of the Company Securities and the exercise of voting,
tender, and similar rights with respect to the Company Securities by Participants, Beneficiaries, and alternate
payees;
(ii)
the procedures described in paragraph (i) are sufficient to maintain
confidentiality, except to the extent necessary to comply with Federal law or state laws not preempted by
ERISA;
(iii)
an independent fiduciary is appointed to carry out activities relating to any
situations involving a potential for Employer influence upon Participants, Beneficiaries, or alternate payees with
regard to the direct or indirect exercise of shareholder rights; and
(iv)
each Participant, Beneficiary, and alternate payee is afforded the appropriate
number of votes with respect to the Company Securities allocated to his or her Stock Bonus Plan Accounts.
32
(j)
Company Securities – Tender Offer. In the event of a tender offer or a self tender by the
Employer for any Company Securities held in the Plan, the Employer shall as promptly as practicable request or
cause to be requested of each Participant, Beneficiary, and alternate payee instructions as to the tender offer
response desired by him or her in connection with the shares of Company Securities allocated to his or her
Stock Bonus Plan Account and the Trustee shall be bound by the instructions received. Any such instructions
shall remain in the strict confidence of the Trustee. Any shares of Company Securities for which no
instructions are received by the Trustee within such time specified in the notice shall not be tendered, except to
the extent that the Trustee determines otherwise consistent with the Trustee’s duties under ERISA. Any shares
of Company Securities which are not allocated to Participants’, Beneficiary’s, or alternate payee’s Stock Bonus
Plan Accounts shall be tendered by the Trustee in the same proportion as the shares for which timely
instructions were received by the Trustee, except to the extent that the Trustee determines otherwise consistent
with the Trustee’s duties under ERISA.
(k)
Form and Manner of Distribution. At the time of distribution or withdrawal of assets
held in an Aggregate Account by a Participant, he or she shall be entitled to receive one lump-sum payment;
provided, however, that the portion of a Participant’s Stock Bonus Plan Account invested in the Quaker Stock
Fund shall be distributed in full shares of Company Securities unless the Participant elects to take such
distribution in cash in an amount realized from converting such full shares of Company Securities in the
Participant’s Stock Bonus Plan Account to cash. Any fractional shares of common stock of the Company shall
be distributed in cash. The Employer does not guarantee that the fair market value of Company Securities will
be equal to the purchase price of such stock or that the total amount withdrawable in cash with respect to any
period will be equal to or greater than the amount of the Participant’s contributions for such period.
(l)
Change in Market Value. Each Participant assumes all risk in connection with any
decrease in the market price of the Company Securities, other investments or cash allocated to his or her Stock
Bonus Plan Account in accordance with the Plan.
(m)
Company Securities – Securities Laws.
Any transaction involving Company Securities
held in the account of a Participant who is subject to Section 16(b) of the Securities Exchange Act of 1934
shall be subject to all applicable laws, rules, and regulations and to Company policies intended to assure
compliance with such laws, rules or regulations as well as to such approvals by stock exchanges or
governmental agencies as may be deemed necessary or appropriate by the Administrator. Each Participant
may be required to give the Employer a written representation that he or she will not violate any state or
Federal securities laws, including the Securities Act of 1933 and the Securities Exchange Act of 1934, as
amended; the form of such written representation shall be prescribed by the Administrator.
(n)
Inappropriate Trading Practices. In the event of extraordinary transactions or excessive
trading, the Administrator reserves the right to adjust the Aggregate Accounts of Participants who initiated the
extraordinary transactions or excessive trading to reflect the actual trades executed to fund the activity. Such
adjustment may include, but shall not be limited to, adjustment to the unit price, the number of shares or units,
or both. If such practices continue, the Administrator reserves the right to take further action to limit the ability
of a Participant to engage in extraordinary transactions or excessive trading. The Administrator, in its sole
discretion, shall determine which activities constitute extraordinary transactions or excessive trading. In
addition, all designations of investment categories by a Participant, Beneficiary, or alternate payee under this
Section shall be subject to procedures established by the Administrator. Such procedures may include
limitations of frequency of trading (including limitations that cause otherwise available daily elections to be
unavailable), circumstances under which investment instructions will not be implemented, redemption fees, and
other mechanisms intended to inhibit excessive or inappropriate trading practices, whether instituted by the
Administrator or the investment fund.
33
ARTICLE V
VALUATIONS
5.1
Valuation of The Trust Fund
of the assets comprising the Trust Fund as it exists on the Valuation Date prior to taking into consideration any
contribution not yet allocated. In determining such net worth, the Trustee shall value the assets comprising the
Trust Fund at their fair market value as of the Valuation Date and shall deduct all expenses for which the
Trustee has not yet obtained reimbursement from the Employer or the Trust Fund.
5.2
Method of Valuation
registered stock exchange, the Administrator shall direct the Trustee to value the same at the prices they were
last traded on such exchange preceding the close of business on the Valuation Date. If such securities were not
traded on the Valuation Date, or if the exchange on which they are traded was not open for business on the
Valuation Date, then the securities shall be valued at the prices at which they were last traded prior to the
Valuation Date. Any unlisted security held in the Trust Fund shall be valued at its bid price next preceding the
close of business on the Valuation Date, which bid price shall be obtained from a registered broker or an
investment banker. In determining the fair market value of assets other than securities for which trading or bid
prices can be obtained, the Trustee may appraise such assets itself, or in its discretion employ one or more
appraisers for that purpose and rely on the value established by such appraiser or appraisers.
ARTICLE VI
DETERMINATION AND DISTRIBUTION OF BENEFITS
6.1
Vesting
(a)
Vesting .
(i)
Full Vesting . A Participant’s Elective Account and Rollover Account shall be
fully vested at all times. The portion of a Participant’s Stock Bonus Plan Account attributable to Elective
Contributions shall be fully vested at all times. Except as provided in paragraph (iii), the portion of a
Participant’s Account attributable to AC Products Discretionary Contributions, Quaker Discretionary
Contributions, and Matching Contributions shall be fully vested at all times.
(ii)
Nonelective Contributions. Nonelective Contributions for Plan Years beginning
before 2008 that had not become a Forfeiture before January 1, 2008, became fully vested on January 1, 2008.
Nonelective Contributions for Plan Years beginning on and after January 1, 2008, shall be fully vested at all
times. (Before January 1, 2008, a Participant’s Nonelective Contributions were 0% vested if the Participant had
completed fewer than three Years of Service and 100% vested if the Participant had completed at least three
Years of Service.)
(iii)
Complete Ve sting. A Participant shall be 100% vested in his or her Participant’s
Account in the event of his or her attainment of Normal Retirement Age prior to Severance from Employment,
Total and Permanent Disability prior to Severance from Employment, or death prior to Severance from
Employment.
(b)
Effect of Amendment on Nonforfeitable Percentage. The computation of a Participant’s
nonforfeitable percentage of his or her interest in the Plan shall not be reduced as the result of any direct or
34
indirect amendment to this Plan. For this purpose, the Plan shall be treated as having been amended if the Plan
provides for an automatic change in vesting due to a change in Top-Heavy status. In the event that the Plan is
amended to change or modify any vesting schedule, a Participant with at least three Years of Service as of the
expiration date of the election period may elect to have his or her nonforfeitable percentage computed under the
Plan without regard to such amendment. If a Participant fails to make such election, then such Participant shall
be subject to the new vesting schedule. The Participant’s election period shall commence on the adoption date
of the amendment and shall end 60 days after the latest of:
(i)
the adoption date of the amendment;
(ii)
the effective date of the amendment; or
(iii)
the date the Participant receives written notice of the amendment from the
Employer or Administrator.
(c)
Effect of Break in Service. If a Participant is reemployed after a 1-Year Break in Service
has occurred, Years of Service shall include Years of Service prior to his or her 1-Year Break in Service subject
to the following rules:
(i)
If a Participant has a 1-Year Break in Service, his or her pre-break and post-break
service shall be used for computing Years of Service for vesting purposes only after he or she has been
employed for one Year of Service following the date of his or her reemployment with the Employer;
(ii)
A Participant who under the Plan does not have a nonforfeitable right to any
interest in the Plan resulting from Employer contributions shall lose credits otherwise allowable under (i) above
if his or her consecutive 1-Year Breaks in Service equal or exceed the greater of (A) five or (B) the aggregate
number of his or her pre-break Years of Service; and
(iii)
After five consecutive 1-Year Breaks in Service, a Participant’s Vested Account
balance attributable to pre-break service shall not be increased as a result of post-break service.
(d)
Years of Service Excluded. In determining Years of Service for purposes of vesting
under the Plan, Years of Service prior to the vesting computation period in which an Employee attained his or
her 18th birthday shall be excluded.
(e)
Distribution Before Fully Vested. If a distribution is made at a time when a Participant is
not fully Vested in his or her Participant’s Account and the Participant may increase the Vested percentage in
such account:
(i)
A separate account shall be established for the Participant’s interest in the Plan as
of the time of the distribution;
(ii)
At any relevant time, the Participant’s Vested portion of the separate account shall
be equal to an amount (“X”) determined by the formula:
For purposes of applying the formula: P is the Vested percentage at the relevant time, AB is the account balance
at the relevant time, D is the amount of distribution, and R is the ratio of the account balance at the relevant time
to the account balance after distribution.
6.2
Determination of Benefits Upon Termination
35
Upon a Participant’s Severance from Employment, the Participant’s Aggregate Account shall be
subject to the Participant’s investment directions in accordance with Section 4.13 and shall share in allocations
of earnings and losses pursuant to Section 4.7(c) until such time as a distribution is made to the Participant.
Distribution of the Participant’s Vested Aggregate Account shall be made as soon as practicable following the
Participant’s Severance from Employment; provided, however, that in the case of a Participant whose Vested
Aggregate Account balance exceeds $5,000, no distribution shall be made without the written consent of the
Participant, subject to Section 6.6 (regarding Required Minimum Distributions).
satisfies the provisions of Section 6.5, including, but not limited to, all notice and consent requirements of Code
section 411(a)(11) and the Regulations thereunder.
Administrator shall direct the Trustee to cause the entire benefit to be paid to such Participant in a single lump
sum. If the value of a Participant’s Vested Aggregate Account exceeds $1,000 but does not exceed $5,000, the
entire benefit shall be automatically rolled over to an IRA unless the Participant elects otherwise.
6.3
Determination of Benefits Upon Death
(a)
Distribution. Upon the death of a Participant all Vested amounts credited to such
Participant’s Aggregate Account shall be distributed, in accordance with the provisions of Section 6.5(e), to the
deceased Participant’s Beneficiary.
(b)
Loans. Any security interest held by the Plan by reason of an outstanding loan to a
deceased Participant shall be taken into account in determining the amount of the death benefit.
(c)
Proof of Death. The Administrator may require such proper proof of death and such
evidence of the right of any person to receive payment of the value of the account of a deceased Participant as
the Administrator may deem desirable. The Administrator’s determination of death and of the right of any
person to receive payment shall be conclusive.
(d)
Beneficiary. The Beneficiary of the death benefit payable pursuant to this Section shall
be the Participant’s Spouse, except, however, the Participant may designate a Beneficiary other than his or her
Spouse if:
(i)
the Spouse has waived the right to be the Participant’s Beneficiary;
(ii)
the Participant is legally separated or has been abandoned (within the meaning of
local law) and the Participant has a court order to such effect (and there is no qualified domestic relations order,
as defined in Code section 414(p), which provides otherwise);
(iii)
the Participant has no Spouse; or
(iv)
the Spouse cannot be located.
Administrator. A Participant may at any time revoke his or her designation of a Beneficiary or change his or
her Beneficiary by filing written notice of such revocation or change with the Administrator. However, the
Participant’s Spouse must again consent in writing to any change in Beneficiary unless the original consent
acknowledged that the Spouse had the right to limit consent only to a specific Beneficiary and that the Spouse
36
voluntarily elected to relinquish such right. In the event no valid designation of a Beneficiary exists at the time
of the Participant’s death, the death benefit shall be payable to his or her estate.
(e)
Spousal Consent. Any consent by the Participant’s Spouse to waive any rights to the
death benefit must be in writing, must acknowledge the effect of such waiver, and must be witnessed by a Plan
representative or a notary public. Further, the Spouse’s consent must be irrevocable and must acknowledge the
specific nonspouse Beneficiary.
(f)
Death While Performing Qualified Military Service. Notwithstanding any provision of
the Plan to the contrary, and in accordance with Code section 401(a)(37), in the case of a Participant who dies
while performing qualified military service (as defined in Code section 414(u)), the Participant’s survivors shall
be entitled to any additional benefits (other than contributions relating to the period of qualified military
service) provided under the Plan had the Participant resumed and then terminated employment on account of
death.
6.4
Determination of Benefits In Event of Disability
Employment, all amounts credited to such Participant’s Aggregate Account shall become fully Vested, and
the
Trustee, in accordance with the provisions of Sections 6.5 and 6.7, shall, at the election of the Participant,
distribute to such Participant all amounts credited to such Participant’s Aggregate Account as though he or she
had retired.
6.5
Distribution of Benefits
(a)
Distribution. Subject to subsections (b) and (f), the Administrator shall direct the Trustee
to distribute to the Participant or his or her Beneficiary any amount to which he or she is entitled under the Plan
in one lump-sum payment in cash.
(b)
Participant Consent Required. Except as provided in Section 6.6, any distribution to a
Participant who has a Vested Aggregate Account balance which exceeds $5,000 shall require such Participant’s
consent.
(c)
Required Distributions. Notwithstanding any provision in the Plan to the contrary, the
distribution of a Participant’s benefits shall comply with Section 6.6.
(d)
Direct Rollovers. Notwithstanding any provision of the Plan to the contrary that would
otherwise limit a distributee’s election under this Article VI, a distributee may elect, at the time and in the
manner prescribed by the Administrator, to have all or a portion of an eligible rollover distribution paid directly
to an eligible retirement plan specified by the distributee in a direct rollover.
(i)
For purposes of this subsection, “eligible rollover distribution” shall mean any
distribution of all or any portion of the balance to the credit of the distributee, except that an eligible rollover
distribution shall not include: (i) any distribution that is one of a series of substantially equal periodic payments
made (not less frequently than annually) for the life (or life expectancy) of the distributee or the joint lives (or
joint life expectancy) of the distributee and the distributee’s designated Beneficiary, or for a specified period of
ten years or more; (ii) any distribution to the extent such distribution is required under Code section 401(a)(9);
and (iii) any amount that is distributed on account of hardship. A portion of a distribution shall not fail to be an
eligible rollover distribution merely because the portion consists of after-tax employee contributions which are
not includible in gross income. However, such portion may be transferred only to an individual retirement
account or annuity described in Code sections 408(a) or (b), or to a qualified defined contribution plan
37
described in Code section 401(a) or Code section 403(a) or an annuity contract described in Code section
403(b), that agrees to separately account for amounts so transferred, including separately accounting for the
portion of such distribution which is includible in gross income and the portion of such distribution which is not
so includible.
(ii)
For purposes of this subsection, “eligible retirement plan” means any of the
following that accepts the distributee’s eligible rollover distribution: an individual retirement account described
in Code section 408(a), a Roth IRA described in Code section 408A provided the applicable conversion
requirements are met, an individual retirement annuity described in Code section 408(b), an annuity plan
described in Code section 403(a), a qualified trust described in Code section 401(a), an annuity contract
described in Code section 403(b), or an eligible plan under Code section 457(b) which is maintained by a state,
political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state
which agrees to separately account for amounts transferred into such plan from this Plan. If any portion of an
“eligible rollover distribution” is attributable to payments or distributions from a designated Roth account, an
eligible retirement plan with respect to such portion shall include only another designated Roth account of the
individual from whose account the payments or distributions were made, or a Roth IRA of such individual, his
or her Surviving Spouse or his or her Beneficiary.
(iii)
For purposes of this subsection, “distributee” shall include an Employee or former
Employee. In addition, the Employee’s or former Employee’s Surviving Spouse and the Employee’s or former
Employee’s Spouse or former Spouse who is the alternate payee under a qualified domestic relations order (as
defined in Code section 414(p)) are distributees with regard to the interest of the Spouse or former spouse. The
Beneficiary of a deceased Participant who is not the Surviving Spouse of the Participant is a distributee with
respect to (A) a direct rollover to an individual retirement account or annuity under Code section 408(a) or Code
section 408(b) established for the purpose of receiving such distribution and which will be treated as an
inherited IRA pursuant to Code section 402(c)(11) and (B) a direct rollover to a Roth IRA described in Code
section 408A, subject to the rules and provisions set forth in Code section 408A(e) and any related guidance
issued by the Treasury Department thereunder, if such distribution otherwise meets the requirements set forth in
(i) above.
(iv)
For purposes of this subsection, “direct rollover” shall mean a payment by the
Plan to the eligible retirement plan specified by the distributee.
(e)
Death Benefit. Except as provided in subsection (f), the death benefit payable pursuant to
Section 6.3 shall be paid to the Participant’s Beneficiary in one lump-sum payment in cash as soon as
practicable after the Participant’s death, subject to the rules of Section 6.6.
(f)
Distribution of Company Securities. Notwithstanding anything to the contrary herein, the
portion of a Participant’s Stock Bonus Plan Account invested in the Quaker Stock Fund shall be distributed in
full shares of Company Securities; provided, however, that the Participant or Beneficiary may elect to take such
distribution in cash in an amount realized from converting such full shares of Company Securities in the
Participant’s Stock Bonus Plan Account to cash. Any fractional shares of common stock of the Company shall
be distributed in cash.
(g)
Qualified Reservist Distributions. Effective January 1, 2020, a Participant who is, by
reason of being a member of a reserve component (as defined in section 101 of title 37 of the United States
Code), ordered or called to active duty for a period in excess of 179 days or for an indefinite period after
September 11, 2001 may request a withdrawal of all or any part of his or her Elective Contributions and Catch-
Up Contributions, but not the earnings attributable to such amounts. Such withdrawal may be made no earlier
than the date of such order or call and no later than the close of the active duty period.
38
(h)
Deemed Severance Distributions. Effective January 1, 2020, a Participant who is on
active military duty for more than 30 days as defined in the Heroes Earnings Assistance and Relief Act of 2008
may elect to receive a distribution from his Elective Account; provided, however that such Participants may not
make any Elective Contributions or other employee contributions for six months following such a withdrawal.
6.6
Required Minimum Distributions
(a)
Precedence. The requirements of this Section shall take precedence over any inconsistent
provisions of the Plan to the extent required to satisfy Code section 401(a)(9) and the Regulations thereunder.
The requirements set forth in this Section repeat the requirements set forth in Code section 401(a)(9), including
requirements which may not apply to the Plan because, for example, the Plan does not permit a particular form
of distribution or does not permit deferral beyond a particular date. Any such requirement shall not be read as
giving a Participant or Beneficiary a form of benefit or deferral not otherwise provided under the Plan.
(b)
Requirements of Regulations Incorporated. All distributions required under this Section
shall be determined and made in accordance with the Regulations under Code section 401(a)(9).
(c)
Time and Manner of Distribution.
(i)
Required Beginning Date. The Participant’s entire interest shall be distributed, or
begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.
(ii)
Death of Participant Before Distributions Begin. If the Participant dies before
distributions begin, the Participant’s entire interest shall be distributed, or begin to be distributed, no later than
as follows:
(A)
If the Participant’s Surviving Spouse is the Participant’s sole Designated
Beneficiary, then distributions to the Surviving Spouse shall begin by December 31 of the calendar year
immediately following the calendar year in which the Participant died, or by December 31 of the calendar year
in which the Participant would have attained age 70½, if later.
(B)
If the Participant’s Surviving Spouse is not the Participant’s sole
Designated Beneficiary, then distributions to the Designated Beneficiary shall begin by December 31 of the
calendar year immediately following the calendar year in which the Participant died.
(C)
If there is no Designated Beneficiary as of September 30 of the year
following the year of the Participant’s death, the Participant’s entire interest shall be distributed by December
31 of the calendar year containing the fifth anniversary of the Participant’s death.
(D)
If the Participant’s Surviving Spouse is the Participant’s sole Designated
Beneficiary and the Surviving Spouse dies after the Participant but before distributions to the Surviving Spouse
begin, this paragraph (ii), other than paragraph (ii)(A), shall apply as if the Surviving Spouse were the
Participant.
For purposes of this paragraph (ii) and Section 6.6(e), unless paragraph (ii)(D) applies, distributions are
considered to begin on the Participant’s Required Beginning Date. If paragraph (ii)(D) applies, distributions are
considered to begin on the date distributions are required to begin to the Surviving Spouse under paragraph
(ii)(A). If distributions under an annuity purchased from an insurance company irrevocably commence to the
Participant before the Participant’s Required Beginning Date (or to the Participant’s Surviving Spouse before
the date distributions are required to begin to the Surviving Spouse under paragraph (ii)(A)), the date
distributions are considered to begin is the date distributions actually commence.
39
(iii)
Forms of Distribution. Unless the Participant’s interest is distributed in the form
of an annuity purchased from an insurance company or in a single sum on or before the Required Beginning
Date, as of the first Distribution Calendar Year distributions shall be made in accordance with Section 6.6(d)
and Section 6.6(e). If the Participant’s interest is distributed in the form of an annuity purchased from an
insurance company, distributions thereunder shall be made in accordance with the requirements of Code section
401(a)(9) and the Regulations.
(d)
Required Minimum Distributions During Participant’s Lifetime.
(i)
Amount of Required Minimum Distributions For Each Distribution Calendar
Year . During the Participant’s lifetime, the minimum amount that shall be distributed for each Distribution
Calendar Year is the lesser of:
(A)
The quotient obtained by dividing the Participant’s Account Balance by
the distribution period in the Uniform Lifetime Table set forth in Regulation section 1.401(a)(9)-9, using the
Participant’s age as of the Participant’s birthday in the Distribution Calendar Year; or
(B)
If the Participant’s sole Designated Beneficiary for the Distribution
Calendar Year is the Participant’s Spouse, the quotient obtained by dividing the Participant’s Account Balance
by the number in the Joint and Last Survivor Table set forth in Regulation section 1.401(a)(9)-9, using the
Participant’s and Spouse’s attained ages as of the Participant’s and Spouse’s birthday in the Distribution
Calendar Year.
(ii)
Lifetime Required Minimum Distributions Continue Through Year of
Participant’s Death. Required minimum distributions shall be determined under this subsection beginning with
the first Distribution Calendar Year and up to and including the Distribution Calendar Year that includes the
Participant’s date of death.
(e)
Required Minimum Distributions After Participant’s Death.
(i)
Death On or After Date Distributions Begin.
(A)
Participant Survived by Designated Beneficiary. If the Participant dies on
or after the date distributions begin and there is a Designated Beneficiary, the minimum amount that shall be
distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained
by dividing the Participant’s Account Balance by the longer of the remaining Life Expectancy of the Participant
or the remaining Life Expectancy of the Participant’s Designated Beneficiary, determined as follows:
(I)
The Participant’s remaining Life Expectancy is calculated using
the age of the Participant in the year of death, reduced by one for each subsequent year.
(II)
If the Participant’s Surviving Spouse is the Participant’s sole
Designated Beneficiary, the remaining Life Expectancy of the Surviving Spouse is calculated for each
Distribution Calendar Year after the year of the Participant’s death using the Surviving Spouse’s age as of the
Spouse’s birthday in that year. For Distribution Calendar Years after the year of the Surviving Spouse’s death,
the remaining Life Expectancy of the Surviving Spouse is calculated using the age of the Surviving Spouse as
of the Spouse’s birthday in the calendar year of the Spouse’s death, reduced by one for each subsequent
calendar year.
(III)
If the Participant’s Surviving Spouse is not the Participant’s sole
Designated Beneficiary, the Designated Beneficiary’s remaining Life Expectancy is calculated using the age of
40
the beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent
year.
(B)
No Designated Beneficiary. If the Participant dies on or after the date
distributions begin and there is no Designated Beneficiary as of September 30 of the year after the year of the
Participant’s death, the minimum amount that shall be distributed for each Distribution Calendar Year after the
year of the Participant’s death is the quotient obtained by dividing the Participant’s Account Balance by the
Participant’s remaining Life Expectancy calculated using the age of the Participant in the year of death, reduced
by one for each subsequent year.
(ii)
Death Before Date Distributions Begin.
(A)
Participant Survived by Designated Beneficiary. If the Participant dies
before the date distributions begin and there is a Designated Beneficiary, the minimum amount that shall be
distributed for each Distribution Calendar Year after the year of the Participant’s death is the quotient obtained
by dividing the Participant’s Account Balance by the remaining life expectancy of the Participant’s designated
beneficiary, determined as provided in Section 6.6(e)(i).
(B)
No Designated Beneficiary. If the Participant dies before the date
distributions begin and there is no Designated Beneficiary as of September 30 of the year following the year of
the Participant’s death, distribution of the Participant’s entire interest shall be completed by December 31 of the
calendar year containing the fifth anniversary of the Participant’s death.
(C)
Death of Surviving Spouse Before Distributions to Surviving Spouse are
Required to Begin. If the Participant dies before the date distributions begin, the Participant’s Surviving Spouse
is the Participant’s sole designated beneficiary, and the Surviving Spouse dies before distributions are required
to begin to the Surviving Spouse under Section 6.6(c)(ii)(A), this paragraph (ii) shall apply as if the Surviving
Spouse were the Participant.
(f)
Distribution Forms. This Section shall not entitle the Participant or beneficiary to any
form of distribution not otherwise available under the Plan, or delay the date as of which any benefit is to be
paid under any other provision of the Plan.
(g)
Definitions.
(i)
Designated Beneficiary. The individual who is designated as the Beneficiary
under Section 1.8 and is the designated beneficiary under Code section 401(a)(9) and Regulation section
1.401(a)(9)-1, Q&A-4.
(ii)
Distribution Calendar Year. A calendar year for which a minimum distribution is
required. For distributions beginning before the Participant’s death, the first Distribution Calendar Year is the
calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning
Date. For distributions beginning after the Participant’s death, the first Distribution Calendar Year is the
calendar year in which distributions are required to begin under Section 6.6(c)(ii). The required minimum
distribution for the Participant’s first Distribution Calendar Year shall be made on or before the Participant’s
Required Beginning Date. The required minimum distribution for other Distribution Calendar Years, including
the required minimum distribution for the Distribution Calendar Year in which the Participant’s Required
Beginning Date occurs, shall be made on or before December 31 of that Distribution Calendar Year.
(iii)
Life Expectancy. Life expectancy as computed by use of the Single Life Table in
Regulation section 1.401(a)(9)-9.
41
(iv)
Participant’s Account Balance. The balance in the Participant’s Aggregate
Account as of the last valuation date in the calendar year immediately preceding the Distribution Calendar Year
(“Valuation Calendar Year ”) increased by the amount of any contributions made and allocated or forfeitures
allocated to the Participant’s Aggregate Account as of dates in the Valuation Calendar Year after the valuation
date and decreased by distributions made in the Valuation Calendar Year after the valuation date. The balance
in the Participant’s Aggregate Account for the Valuation Calendar Year includes any amounts rolled over or
transferred to the Plan either in the Valuation Calendar Year or in the Distribution Calendar Year if distributed
or transferred in the Valuation Calendar Year.
(v)
Required Beginning Date. Effective for Participants who attain age 70½ on or
after January 1, 1997, a Participant’s Required Beginning Date shall mean the April 1 following the later of (i)
the calendar year in which the Participant attains age 70½ or (ii) the calendar year in which the Participant
retires; provided, however, that the Required Beginning Date for a Participant who is a 5% owner (as defined in
Code section 416(i)) at any time during the five Plan Year period ending in the calendar year in which he or she
attains age 70½, or in the case of a Participant who becomes a 5% owner during any subsequent Plan Year,
shall be the April 1 following the calendar year in which he or she attains age 70½. Notwithstanding the
foregoing, a Participant (who is not a 5% owner) who attained age 70½ on or after January 1, 1997, but prior to
January 1, 2002, may elect to commence distribution on the April 1 of the calendar year following the calendar
year in which he or she attains age 70½.
6.7
Latest Date of Commencement of Payments
60th day after the close of the Plan Year in which the Participant attains his or her Normal Retirement Age, (b)
the tenth anniversary of the year in which the Participant commenced participation in the Plan, or (c) the date
the Participant terminates his or her service with the Employer. A Participant’s failure to apply for benefits
shall be deemed an election to defer commencement of benefits for purposes of this Section.
6.8
Distribution for Minor Beneficiary
distribution be paid to the legal guardian or, if none, to a parent of such Beneficiary or a responsible adult with
whom the Beneficiary maintains his or her residence, or to the custodian for such Beneficiary under the
Uniform Transfers to Minors Act, if such is permitted by the laws of the state in which such Beneficiary resides.
Such a payment to the legal guardian, custodian or parent of a minor Beneficiary shall fully discharge the
Trustee, Employer, and Plan from further liability on account thereof.
6.9
Location of Participant or Beneficiary Unknown
Beneficiary hereunder shall, at his or her Normal Retirement Age, remain unpaid solely by reason of the
inability of the Administrator, after sending a registered letter, return receipt requested, to the last known
address, and after further diligent effort, to ascertain the whereabouts of such Participant or his or her
Beneficiary, the amount so distributable shall be forfeited and used as provided in Section 4.7(f). In the event a
Participant or Beneficiary is located subsequent to his or her benefit being reallocated, such benefit shall be
restored.
6.10
Limitations on Benefits and Distributions
to the rights afforded to any alternate payee under a qualified domestic relations order. Furthermore, a
42
distribution to an alternate payee shall be permitted if such distribution is authorized by a qualified domestic
relations order, even if the affected Participant has not reached the earliest retirement age under the Plan. For
the purposes of this Section, “alternate payee,” “qualified domestic relations order,” and “earliest retirement
age” shall have the meanings set forth under Code section 414(p).
6.11
Hardship Distributions
(a)
In General. Distributions of any vested amounts (including Qualified Nonelective
Contributions) may be made to a Participant in the event of hardship. For the purposes of this Section, hardship
is defined as an immediate and heavy financial need of the Participant where such Participant lacks other
available resources. Hardship distributions shall be made in the minimum amount of $1,000 or to the extent of
all available vested amounts, if less.
(b)
Immediate and Heavy Financial Need. For purposes of this Section, an “immediate and
heavy financial need,” as such term is defined under Code section 401(k) and the Regulations thereunder, shall
include the following: (i) expenses incurred or necessary for medical care that would be deductible under Code
section 213(d) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income); (ii)
costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;
(iii) payment of tuition, room and board, and related educational fees for up to the next 12 months of post-
secondary education for the Participant, Participant’s Spouse, children, or dependents (as defined in Code
section 152 without regard to Code sections 152(b)(1), (b)(2), and (d)(1)(B)); (iv) payments necessary to
prevent the eviction of the Participant from, or a foreclosure on the mortgage of, the Participant’s principal
residence; (v) payment of burial or funeral expenses for the Participant’s deceased parent, Spouse, children, or
dependents (as defined in Code section 152 without regard to Code section 152(d)(1)(B)); (vi) expenses for the
repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under
Code section 165 (determined without regard to Code section 165(h)(5) and whether the loss exceeds 10% of
adjusted gross income); (vii) expenses and losses (including loss of income) incurred by the Participant on
account of a disaster declared by the Federal Emergency Management Agency (“FEMA”) if the Participant’s
principal residence or principal place of employment at the time of the disaster was located in an area
designated by FEMA for individual assistance; and (viii) any other type of immediate and heavy financial need
permissible under Code section 401(k) and the Regulations thereunder.
(c)
Distribution Necessary to Satisfy Need. A distribution shall be considered as necessary
to satisfy an immediate and heavy financial need of the Participant only if:
(i)
the Participant has obtained all distributions, other than hardship distributions,
under all plans maintained by the Employer;
(ii)
the distribution is not in excess of the amount of an immediate and heavy
financial need (including amounts necessary to pay any Federal, state, or local income taxes or penalties
reasonably anticipated to result from the distribution); and
(iii)
the Participant has provided to the Administrator a written representation that he
or she has insufficient cash or liquid assets reasonably available to satisfy the need, and the Administrator does
not have actual knowledge to the contrary.
(d)
Investment Funds. A distribution pursuant to this Section shall be made from one or
more of the investment categories designated by the Participant for investment of his or her Account pursuant to
Section 4.13.
6.12
Withdrawals of Previously Contributed Amounts
43
only (“Pre-1992 Discretionary Contributions”), each Participant who has received an allocation of such Pre-
1992 Discretionary Contributions shall have the right to elect, in writing on forms provided by the
Administrator, to withdraw (i) 100%, (ii) 50%, or (iii) 0% of the Pre-1992 Discretionary Contributions allocated
to his or her account. Such permitted withdrawals shall be in cash and made as promptly as practicable after the
end of the Plan Year in which the election is made. Such amount shall be adjusted (as of the last day of the
calendar year preceding the date of the withdrawal) to the fair market value of the assets of the Fund attributable
to such deferred, allocated amount. All elections under this Section shall be made on or before the November
30 preceding the date of the withdrawal. Failure to timely file a written election with respect to the withdrawal
privilege for the respective Plan Year shall constitute a binding election to waive the right of withdrawal.
6.13
Loans
(a)
In General. Loans to Participants shall be allowed if such loans comply with this Section.
Subject to such uniform and nondiscriminatory rules as may from time to time be adopted by the Administrator,
the Trustee, upon instructions from the Administrator, may make a loan or loans to a Participant; provided,
however, that a Participant may only have up to two loans outstanding at any time. All loans to Participants
shall be considered investments of the Fund.
(b)
Limits on Loans. A Participant’s loan (when added to the outstanding balance of all
other loans from the Plan) shall be limited to the lesser of (i) $50,000 reduced by the excess, if any, of the
highest outstanding balance of loans during the one-year period ending on the day before the loan is made over
the outstanding balance of loans on the date the loan is made or (ii) 50% of the vested interest in the
Participant’s Aggregate Account as of the date on which the loan is made. For purposes of this limit, all loans
from all other plans maintained by the Employer or by any Affiliated Employer other entity shall be considered
as a loan from the Plan.
(c)
Quaker Stock Fund Not Available for Loans. Amounts invested in the Quaker Stock
Fund shall be taken into account in calculating the amount of the loan, but such amounts may not be borrowed
from the Plan.
(d)
No Offset Until Distributable Event. In the event of default, foreclosure on the note and
attachment of security shall not occur until a distributable event occurs under the terms of the Plan.
(e)
Security. All loans to Participants made by the Trustee shall be secured by the pledge of
no more than 50% of the Participant’s interest in the Fund.
(f)
Interest Rate. Interest shall be charged at a reasonable rate equal to the prevailing rate of
interest charged for similar loans by lending institutions in the community plus 1% on the date of the loan;
provided, however, that in no event shall the interest rate charged be in violation of any applicable state usury
law or 29 CFR §2550.408b-1(E). Notwithstanding the foregoing, in the case of a loan taken by a Participant
prior to commencement of “military service” (as defined for purposes of the Servicemembers Civil Relief Act
or any successor thereto), the interest charged on such loan shall not exceed 6% for the duration of such military
service.
(g)
General Term of Loan. The Administrator shall determine the term of the loan (which,
except as provided in subsection (h), may not be more than five years). To the extent that a Participant becomes
entitled to payments of benefits or withdraws all or a portion of the Participant’s Aggregate Account, the
payments or withdrawals, as the case may be, shall be immediately applied against the balance outstanding,
including interest on the loan, and such amount shall then be deemed immediately due and payable. Loans shall
be nonrenewable and nonextendable.
44
(h)
Term of Principal Residence Loan. To the extent that a loan to a Participant is made for
the express purpose of acquiring or constructing a principal residence of the Participant, the loan shall generally
be for a term the Administrator determines to be appropriate, but in no event shall the term exceed the
maximum period of time prescribed by the Code and the rulings, announcements, and Regulations issued
thereunder.
(i)
Amortization. Loans shall be amortized in level payments not less frequently than
quarterly. The level amortization requirement shall not apply (A) for a period, not longer than one year, that a
Participant is on a bona fide leave of absence either without pay or at a rate of pay (after applicable employment
tax withholdings) that is less than the amount of the installment payments required under the terms of the loan,
and (B) during a period the Participant is performing service in the uniformed services (as defined in Chapter 43
of Title 38 of the United States Code), both as described in Regulation section 1.72(p)-1.
(j)
Offset on Default. Except as described in subsection (d), if a loan is not paid as and when
due, such outstanding loan or loans may be deducted from any benefit which is or becomes payable to the
borrower-Participant, and any other security pledged shall be sold by the Trustee at public or private sale as
soon as is practicable after such default. The proceeds of any sale shall first be applied to pay the expenses of
conducting the sale, including reasonable attorneys’ fees, and then to pay any sums due from the borrower-
Participant to the Fund, with such payment to be applied first to accrued interest and then to principal. The
Participant shall remain liable for any deficiency, and any surplus remaining shall be paid to the Participant.
(k)
Repayments. All loan repayments shall be allocated to the designated investment
categories in accordance with the Participant’s investment designation applicable at the time of the repayment.
The Employer shall be permitted to implement salary withholding as a means of facilitating the repayment of
any loan.
(l)
Loan Under Prior Plans. Notwithstanding the foregoing, any loan under a plan which is
merged with and into the Plan (“Merged Plan”) which is outstanding at the time of such merger shall continue
in accordance with the terms of the loan as made under the Merged Plan.
6.14
Distributions From the Rollover Account
(a)
Timing of Distribution. Amounts credited to a Participant’s Rollover Account may be
distributed at any time upon a request by the Participant in accordance with the procedures established by the
Administrator.
(b)
Investment Funds. A distribution pursuant to this Section shall be made from one or
more of the investment categories designated by the Participant for investment of his or her Account pursuant to
Section 4.13.
6.15
Distributions at or After Age 59½.
(a)
Timing of Distribution. Amounts credited to a Participant’s Aggregate Account may be
distributed at any time upon a request by the Participant after attainment of age 59½ in accordance with the
procedures established by the Administrator.
(b)
Investment Funds. A distribution pursuant to this Section shall be made from one or
more of the investment categories designated by the Participant for investment of his or her Account pursuant to
Section 4.13.
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6.16
Distributions of G.W. Smith Accounts. Notwithstanding any other provision of the Plan to the
contrary, any amounts attributable to employer contributions under the G.W. Smith & Sons, Inc. 401(k) Profit
Sharing Plan (the “G.W. Smith Plan”) which (i) were transferred to this Plan in connection with the merger of
the G.W. Smith Plan with and into this Plan effective January 1, 2014, and (ii) were available under the terms of
the G.W. Smith Plan for withdrawal at age 55 shall remain available for withdrawal at age 55, provided that no
more than two such withdrawals shall be permitted in any 12-month period until attainment of age 59½.
Separate subaccounts shall be maintained under this Plan for such amounts to the extent necessary.
6.17
Disclaimer . An individual who has been designated as a Beneficiary under this Article VI may
disclaim the benefit payable to him or her under the Plan by submitting a qualified disclaimer in accordance
with Code section 2518.
ARTICLE VII
ADMINISTRATION
7.1
Powers and Responsibilities of the Company
(a)
Appointment and Removal of Trustee and Administrator. The Company shall be
empowered to appoint and remove the Trustee and the Administrator from time to time as it deems necessary
for the proper administration of the Plan to assure that the Plan is being operated for the exclusive benefit of the
Participants and their Beneficiaries in accordance with the terms of the Plan, the Code, and ERISA.
(b)
Funding Policy and Method. The Company shall establish a “funding policy and
method,” i.e., it shall determine whether the Plan has a short-run need for liquidity (e.g., to pay benefits) or
whether liquidity is a long-run goal and investment growth (and stability of same) is a more current need, or
shall appoint a qualified person to do so. The Company or its delegate shall communicate such needs and goals
to the Trustee, who shall coordinate such Plan needs with its investment policy. The communication of such a
funding policy and method shall not, however, constitute a directive to the Trustee as to investment of the Trust
Fund. Such funding policy and method shall be consistent with the objectives of this Plan and with the
requirements of Title I of ERISA.
(c)
Periodic Review of Fiduciaries. The Company shall periodically review the performance
of any Fiduciary or other person to whom duties have been delegated or allocated by it under the provisions of
this Plan or pursuant to procedures established hereunder. This requirement may be satisfied by formal periodic
review by the Company or by a qualified person specifically designated by the Company, through day-to-day
conduct and evaluation, or through other appropriate ways.
7.2
Designation of Administrative Authority
Company. Any person, including, but not limited to, an Employee of the Employer, shall be eligible to serve on
the committee. Any person so appointed shall signify his or her acceptance by filing written acceptance with
the Company. A member of the committee may resign by delivering his or her written resignation to the
Company or be removed by the Company by delivery of written notice of removal, to take effect at a date
specified therein, or upon delivery to the committee member if no date is specified. The committee shall act in
accordance with bylaws or procedures adopted by the committee and approved by the Company.
46
designate in writing a successor to this position. If the Company does not appoint a committee, the Company
shall function as the Administrator.
7.3
Allocation and Delegation of Responsibilities
may be specified by the Company and accepted in writing by each Administrator. In the event that no such
delegation is made by the Company, the Administrators may allocate the responsibilities among themselves, in
which event the Administrators shall notify the Company and the Trustee in writing of such action and specify
the responsibilities of each Administrator. The Trustee thereafter shall accept and rely upon any documents
executed by the appropriate Administrator until such time as the Company or the Administrators file with the
Trustee a written revocation of such designation.
7.4
Powers and Duties of the Administrator
of the Participants and their Beneficiaries, subject to the specific terms of the Plan. The Administrator shall
administer the Plan in accordance with its terms and shall have the power and discretion to construe the terms of
the Plan and to determine all questions arising in connection with the administration, interpretation, and
application of the Plan. Any such determination by the Administrator shall be conclusive and binding upon all
persons. The Administrator may establish procedures, supply any information, or reconcile any inconsistency
in such manner and to such extent as shall be deemed necessary or advisable to carry out the purpose of the
Plan; provided, however, that any procedure, discretionary act, interpretation, or construction shall be done in a
nondiscriminatory manner based upon uniform principles consistently applied and shall be consistent with the
intent that the Plan shall continue to be deemed a qualified plan under the terms of Code section 401(a), and
shall comply with the terms of ERISA and all regulations issued pursuant thereto. The Administrator shall have
all powers necessary or appropriate to accomplish his or her duties under its Plan.
including, but not limited to, the following:
(a)
the discretion to determine all questions relating to the eligibility of an Employee to
become a Participant or remain a Participant hereunder and to receive benefits under the Plan;
(b)
to correct any defect, reconcile any inconsistency, resolve any ambiguity, or supply any
omission with respect to the Plan;
(c)
to make all other determinations, factual or otherwise, necessary or advisable for the
discharge of the Administrator’s duties under the Plan;
(d)
to compute, certify, and direct the Trustee with respect to the amount and the kind of
benefits to which any Participant shall be entitled hereunder;
(e)
to authorize and direct the Trustee with respect to all nondiscretionary or otherwise
directed disbursements from the Trust;
(f)
to maintain all necessary records for the administration of the Plan;
(g)
to interpret the provisions of the Plan and to make and publish such rules for regulation of
the Plan as are consistent with the terms hereof;
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(h)
to determine the size and type of any Contract to be purchased from any insurer, and to
designate the insurer from which such Contract shall be purchased;
(i)
to compute and certify to the Employer and to the Trustee from time to time the sums of
money necessary or desirable to be contributed to the Plan;
(j)
to consult with the Company and the Trustee regarding the short- and long-term liquidity
needs of the Plan in order that the Trustee can exercise any investment discretion in a manner designed to
accomplish specific objectives;
(k)
to prepare and implement a procedure to notify Eligible Employees that they may elect to
have a portion of their Compensation deferred or paid to them in cash;
(l)
to assist any Participant regarding his or her rights, benefits, or elections available under
the Plan; and
(m)
to determine whether any domestic relations order constitutes a qualified domestic
relations order, as defined in Code section 414(p), and to take such action as the Administrator deems
appropriate in light of such domestic relation order.
7.5
Records and Reports
account, records, and other data that may be necessary for proper administration of the Plan and shall be
responsible for supplying all information and reports to the Internal Revenue Service, Department of Labor,
Participants, Beneficiaries and others as required by law.
7.6
Appointment of Advisers
specialists, advisers, and other persons as the Administrator or Trustee deems necessary or desirable in
connection with the administration of this Plan.
7.7
Information from Employer
information to the Administrator on all matters relating to the Compensation of all Participants, their Hours of
Service, their Years of Service, their retirement, death, disability, or Severance from Employment and such
other pertinent facts as the Administrator may require; and the Administrator shall advise the Trustee of such of
the foregoing facts as may be pertinent to the Trustee’s duties under the Plan. The Administrator may rely upon
such information as is supplied by the Employer and shall have no duty or responsibility to verify such
information.
7.8
Payment of Expenses
expenses shall include any expenses incident to the functioning of the Administrator, including, but not limited
to, fees of accountants, counsel, and other specialists and their agents, and other costs of administering the Plan.
Until paid, the expenses shall constitute a liability of the Fund. However, the Employer may reimburse the
Fund for any administration expense incurred. Any administration expense paid to the Fund as a
reimbursement shall not be considered an Employer contribution.
48
7.9
Majority Actions
more of them to sign all papers on their behalf.
7.10
Claims Procedure
(a)
Initial Claim. A Participant, Spouse, or Beneficiary (“claimant”) who believes he or she
is entitled to benefits hereunder, may claim those benefits by submitting to the Administrator a written
notification of any claim of right to such benefits. The Administrator shall make all determinations as to the
right of any person to receive benefits under the Plan. If such benefits are wholly or partially denied, the
Administrator shall notify the claimant of the denial of the claim.
(b)
Notice of Denial of Claim. Any notice of denial of a claim shall:
(i)
be in writing and sent to the claimant by registered or certified mail (or by means
of an electronic medium that satisfies the requirements of 29 CFR §2520.104b-1(c)(1)(i), (iii), and (iv));
(ii)
be written in a manner calculated to be understood by the claimant;
(iii)
contain (A) the specific reason or reasons for the denial of the claim, (B) specific
reference to the pertinent provisions of the Plan upon which the denial is based, (C) a description of the required
documentation and procedures necessary to perfect the claim, along with an explanation of why such material
or information is necessary, (D) an explanation of the claims review procedure, including time limits applicable
to the procedure, and (E) a statement of the claimant’s right to bring a civil action under section 502(a) of the
Act following an adverse determination on review; and
(iv)
be given to a claimant within 90 days after receipt of his or her claim by the
Administrator unless special circumstances require an extension of time for processing of the claim. If such
extension of time for processing is required, written notice of the extension shall be furnished to the claimant
prior to the termination of such 90-day period, and such notice shall indicate the special circumstances which
make the postponement appropriate and the date the determination is expected. In no event may the extension
exceed a total of 180 days from the date of the original receipt of the claim.
(c)
Procedure for Appeal. In case of a denial as outlined in Section 7.10(b), the claimant or
his or her representative shall have the opportunity to appeal to the Administrator for review thereof by
requesting such review in writing to the Administrator; provided, however, that such written request must be
received by the Administrator (or his or her delegate to receive such requests) within 60 days after receipt by
the claimant of written notification of the denial or limitation of the claim. The claimant or his or her
representative shall have a right to review all pertinent documents and submit comments in writing. The
claimant or his or her duly authorized representative shall also be provided, upon request and without charge,
reasonable access to and copies of, all documents, records, or other information relevant to the claim. The
claimant or his or her duly authorized representative shall also be permitted to submit to the Administrator
documents, records, and other information relating to the claim.
(d)
Decision on Appeal. No later than 60 days after its receipt of the request for review, the
Administrator shall render a decision in writing (or by means of an electronic medium that satisfies the
requirements of 29 CFR §2520.104b-1(c)(1)(i), (iii), and (iv)) stating specific reasons therefor and citing
specific Plan references. If special circumstances require extension, and upon prior written notice to the
claimant, the Administrator’s decision may be given within 120 days after receipt of the request for review. The
49
extension notice shall indicate the special circumstances requiring an extension and the date that the
determination on review is expected.
scheduled meetings at least quarterly, an individual’s request for review shall be acted upon at the meeting
immediately following the receipt of the individual’s request, unless such request is filed within 30 days
preceding such meeting. In such instance, the decision shall be made no later than the date of the second
meeting following receipt of such request. If special circumstances (such as a need to hold a hearing) require a
further extension of time for processing a request, a decision shall be rendered not later than the third meeting of
the Administrator following the receipt of such request for review and written notice of the extension shall be
furnished to the individual prior to the commencement of the extension. The extension notice shall indicate the
special circumstances requiring an extension and the date that the determination on review will be made. The
Administrator shall notify the claimant or his or her representative of the determination as soon as possible, but
not later than five days after the determination is made.
the claimant shall also specify that the claimant or his or her duly authorized representative has a right to be
provided, upon request and without charge, reasonable access to, and copies of, all documents, records, or other
information relevant to the claim and specify that the claimant has a right to bring a civil action under section
502(a) of the Act. Claims for benefits under the Plan may be filed in writing with the Administrator. Written
notice of the disposition of a claim shall be furnished to the claimant within 90 days after the application is
filed. In the event the claim is denied, the reasons for the denial shall be specifically set forth in the notice in
language calculated to be understood by the claimant, pertinent provisions of the Plan shall be cited, and, where
appropriate, an explanation as to how the claimant can perfect the claim shall be provided. In addition, the
claimant shall be furnished with an explanation of the Plan’s claims review procedure.
shall be subject to the special rules for disability claims set forth in the regulations under Section 503 of ERISA.
7.11
Limitations on Actions
(a)
A claimant (as defined in Section 7.10) shall have no right to bring any action at law or in
equity regarding a claim for benefits, unless and until he or she exhausts his or her rights to review under
Section 7.10 in accordance with the time frames set forth in those procedures.
(b)
No action at law or in equity shall be brought to recover benefits under the Plan later than
two years from the date of the final adverse benefit determination of the claimant’s appeal of the denial of his or
her claim for benefits under Section 7.10. Notwithstanding the foregoing, if the applicable, analogous
Pennsylvania statute of limitations has run or will run before the aforementioned two-year period, the
Pennsylvania statute of limitations is controlling.
(c)
No action at law or in equity shall be brought in connection with the Plan except in
Federal district court in Philadelphia, Pennsylvania.
7.12
Discretionary Authority
to carry out its responsibilities under this Article VII, to construe and interpret the provisions of the Plan and to
determine all questions concerning benefit entitlements, including the power to construe and determine disputed
50
or doubtful terms. To the maximum extent permissible under law, the Administrator’s (or its designee’s)
determinations on all such matters shall be final and binding upon all persons involved.
ARTICLE VIII
AMENDMENT, TERMINATION AND MERGERS
8.1
Right to Amend
(a)
By The Board of Directors. The Board of Directors of the Company shall have the right
to amend the Plan at any time by resolution, subject to the following limitations:
(i)
No such amendment shall cause any part of the Trust assets to be used for or
diverted to any purpose other than the exclusive benefit of the Participants or their Beneficiaries, except as
provided in Section 9.6(b).
(ii)
No such amendment shall cause any reduction in the amount of any Participant’s
accrued benefit. For purposes of this paragraph, an amendment which has the effect of (A) eliminating or
reducing an early retirement benefit or a retirement-type subsidy, or (B) eliminating an optional form of benefit,
with respect to benefits attributable to service before the amendment, shall be treated as reducing accrued
benefits except as provided in Code section 411(d)(6) and the Regulations thereunder.
(iii)
No such amendment shall change any vesting schedule unless, in the case of an
Employee who is a Participant on:
(A)
The date the amendment is adopted; or
(B)
The date the amendment is effective, if later,
the vested percentage of such Participant’s right to his or her Aggregate Account is not less than such
percentage computed under the Plan without regard to such amendment. Furthermore, no such amendment
shall otherwise change any vesting schedule unless each Participant having three or more Years of Service is
permitted to elect, in accordance with the Code and applicable Regulations, to have the vested percentage of his
or her Aggregate Account determined under the Plan without regard to such amendment; provided, however,
that no election shall be given to any Participant whose vested percentage under the Plan as amended cannot at
any time be less than such percentage determined without regard to such amendment.
(b)
By the Administrator. The Administrator shall have the right to amend the Plan at any
time, subject to the limitations set forth in Section 8.1(a), except to the extent the Board of Directors of the
Company has retained amendment authority. The Board has retained amendment authority with respect to (i)
any increase in the rate of Matching Contributions under the Plan (except as provided in Section 4.4(a)), (ii) any
increase in the rate of Nonelective Contributions above 3% of Compensation, (iii) any new type of employer
contribution under the Plan, (iv) any increase in the amount of any benefit payable to a terminated Participant or
Beneficiary, and (v) any amendment authorizing one or more new groups of employees to become Participants
in the Plan if the aggregate number of Participants added is 5% or more of the number of Participants at the
beginning of the Plan Year, except, in the case of clauses (i) and (ii), to the extent such amendment is required
under the terms of a collective bargaining agreement between employee representatives (within the meaning of
Code section 7701(a)(46)) and the Employer under which retirement benefits were the subject of good faith
bargaining between the parties. The Administrator shall supply the Secretary of the Board of Directors of the
Company with copies of all Plan amendments adopted by the Administrator as well as signed resolutions
adopting such amendment.
51
8.2
Termination
(a)
Right to Terminate. The Company shall have the right to terminate the Plan at any time
and for any reason by delivering to the Trustee and Administrator written notice of such termination. Upon any
full or partial termination or complete discontinuance of the Employer’s contributions to the Plan, all amounts
credited to the affected Participants’ Aggregate Accounts shall be 100% Vested and shall not thereafter be
subject to forfeiture, and any unallocated amounts shall be allocated to the accounts of all Participants in
accordance with the provisions hereof.
(b)
Distribution Upon Termination. Upon the full termination of the Plan, the Company
shall direct the distribution of the assets of the Fund to Participants in a manner which is consistent with and
satisfies the provisions of Section 6.5, except that Participant consent shall not be required if not required under
applicable Regulations. Distributions to a Participant shall be made in cash or through the purchase of
irrevocable nontransferable deferred commitments from an insurer. Except as permitted by Regulations, the
termination of the Plan shall not result in the reduction of section 411(d)(6) protected benefits. Notwithstanding
the foregoing, amounts held by a Participant’s Aggregate Account that are attributable to Nonelective
Contributions for a Plan Year beginning on or after January 1, 2008 or Elective Contributions shall not be
distributed on termination of the Plan unless (i) distribution is permitted under another Section of the Plan (e.g.,
on account of Severance from Employment), or (ii) distribution may be made pursuant to Regulation section
1.401(k)-1(d)(4) (or any successor thereto).
8.3
Merger or Consolidation
transferred to, any other plan and trust only if the benefits which would be received by a Participant of this Plan,
in the event of a termination of the Plan immediately after such transfer, merger or consolidation, are at least
equal to the benefits the Participant would have received if the Plan had terminated immediately before the
transfer, merger or consolidation, and such transfer, merger or consolidation does not otherwise result in the
elimination or reduction of any section 411(d)(6) protected benefits.
ARTICLE IX
MISCELLANEOUS
9.1
Participant’s Rights
or to be a consideration or an inducement for the employment of any Participant or Employee. Nothing
contained in this Plan shall be deemed to give any Participant or Employee the right to be retained in the service
of the Employer or to interfere with the right of the Employer to discharge any Participant or Employee at any
time regardless of the effect which such discharge shall have upon him or her as a Participant of this Plan.
9.2
Alienation
(a)
In General. Subject to the exceptions provided below, no benefit which shall be payable
under the Plan to any person (including a Participant or his or her Beneficiary) shall be subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, or charge, and any attempt to
anticipate, alienate, sell, transfer, assign, pledge, encumber, or charge the same shall be void; and no such
benefit shall in any manner be liable for, or subject to, the debts, contracts, liabilities, engagements, or torts of
any such person, nor shall it be subject to attachment or legal process for or against such person, and the same
shall not be recognized by the Trustee, except to such extent as may be required by law.
52
(b)
Loans. Subsection (a) shall not apply to the extent a Participant or Beneficiary is
indebted to the Plan as a result of a loan from the Plan. At the time a distribution is to be made to or for a
Participant’s or Beneficiary’s benefit, such proportion of the amount distributed as shall equal such loan
indebtedness shall be paid by the Trustee to the Trustee or the Administrator, at the direction of the
Administrator, to apply against or discharge such loan indebtedness. Prior to making a payment, however, the
Participant or Beneficiary must be given written notice by the Administrator that such loan indebtedness is to be
so paid in whole or part from his or her Aggregate Account. If the Participant or Beneficiary does not agree that
the loan indebtedness is a valid claim against his or her Aggregate Account, he or she shall be entitled to a
review of the validity of the claim in accordance with procedures provided in Section 7.10.
(c)
Qualified Domestic Relations Orders. Subsection (a) shall not apply to a qualified
domestic relations order as defined in Code section 414(p), and those other domestic relations orders permitted
to be so treated by the Administrator under the provisions of ERISA. The Administrator shall establish a
written procedure to determine the qualified status of domestic relations orders and to administer distributions
under such qualified orders. Further, to the extent provided under a qualified domestic relations order, a former
spouse of a Participant shall be treated as the Spouse or Surviving Spouse for all purposes under the Plan.
(d)
Other Exceptions to Nonalienation. Subsection (a) shall not apply to an amount
necessary to satisfy a Federal tax levy made pursuant to Code section 6331 or, subject to the provisions of Code
section 401(a)(13), a judgment relating to the Participant’s conviction of a crime involving the Plan, to a
judgment, order, decree, or settlement agreement between the Participant and the Secretary of Labor relating to
a violation (or an alleged violation) of part 4 of subtitle B of title I of ERISA. Notwithstanding anything in the
Plan or this Section to the contrary, this Section is intended to address the requirements of Code section
401(a)(13) and Section 206 of ERISA and Federal rulings and regulations issued thereunder, and to permit
action by Plan fiduciaries (including, but not limited to, the recovery of benefit overpayments by reducing Plan
benefits or the withholding of taxes from Plan benefits) that do not violate the principles of Code section
401(a)(13) or section 206 of ERISA as described in such rulings and regulations.
9.3
Construction of Plan
Commonwealth of Pennsylvania (without reference to principles of conflicts of laws) except to the extent that
such laws have been superseded by ERISA.
9.4
Gender and Number
construed as though they were also used in another gender in all cases where they would so apply, and
whenever any words are used herein in the singular or plural form, they shall be construed as though they were
also used in the other form in all cases where they would so apply.
9.5
Legal Action
hereunder to which the Trustee or the Administrator may be a party, and such claim, suit, or proceeding is
resolved in favor of the Trustee or Administrator, the Trustee or Administrator shall be entitled to be reimbursed
from the Trust Fund for any and all costs, attorneys’ fees, and other expenses pertaining thereto incurred by the
Trustee or Administrator for which the Trustee or Administrator shall have become liable.
53
9.6
Prohibition Against Diversion of Funds
(a)
Exclusive Benefit Rule. Except as provided below and otherwise specifically permitted
by law, it shall be impossible by operation of the Plan or of the Trust, by termination of either, by power of
revocation or amendment, by the happening of any contingency, by collateral arrangement, or by any other
means, for any part of the corpus or income of any trust fund maintained pursuant to the Plan or any funds
contributed thereto to be used for, or diverted to, purposes other than the exclusive benefit of Participants or
their Beneficiaries.
(b)
Exceptions.
(i)
In the event the Employer shall make an excessive contribution under a mistake
of fact pursuant to ERISA section 403(c)(2)(A), the Employer may demand repayment of such excessive
contribution at any time within one year following the time of payment and the Trustee shall return such amount
to the Employer within the one year period. Earnings of the Plan attributable to the excess contributions may
not be returned to the Employer but any losses attributable thereto must reduce the amount so returned.
(ii)
Notwithstanding any provision of the Plan to the contrary, except Section 3.5, any
contribution by the Employer to the Trust Fund is conditioned upon the deductibility of the contribution by the
Employer under the Code and, to the extent any such deduction is disallowed, the Employer may, within one
year following the disallowance of the deduction, demand repayment of such disallowed contribution, and the
Trustee shall return such contribution within one year following the disallowance. Earnings of the Plan
attributable to the excess contribution may not be returned to the Employer, but any losses attributable thereto
must reduce the amount so returned.
9.7
Bonding
regulations thereunder, shall be bonded in an amount required by law and in a form required by law.
Notwithstanding anything in the Plan to the contrary, the cost of such bonds shall be an expense of and may, at
the election of the Administrator, be paid from the Fund or by the Employer. No bonding in excess of the
amount required by law shall be considered required by the Plan.
9.8
Receipt and Release for Payments
or committee appointed for such Participant or Beneficiary in accordance with the provisions of the Plan, shall,
to the extent thereof, be in full satisfaction of all claims hereunder against the Trustee and the Employer, either
of whom may require such Participant, legal representative, Beneficiary, guardian, or committee, as a condition
precedent to such payment, to execute a receipt and release thereof in such form as shall be determined by the
Trustee or Employer.
9.9
Action by the Employer
any act or matter or thing, it shall be done and performed by a person duly authorized by its legally constituted
authority.
9.10
Named Fiduciaries and Allocation of Responsibility
54
Trustee. The Named Fiduciaries shall have only those specific powers, duties, responsibilities, and obligations
as are specifically given them under the Plan. In general, the Company (and any other Employer) shall have the
sole responsibility for making the contributions provided for under Section 4.1. The Company shall have the
sole authority to appoint and remove the Trustee and the Administrator, to formulate the Plan’s funding policy
and method, and to amend or terminate, in whole or in part, the Plan. The Administrator shall have the sole
responsibility for the administration of the Plan, which responsibility is specifically described in the Plan. The
Trustee shall have the sole responsibility for the management of the assets held under the Trust, except those
assets the management of which has been assigned to an Investment Manager, who shall be solely responsible
for the management of the assets assigned to it, all as specifically provided in the Plan. Each Named Fiduciary
warrants that any directions given, information furnished, or action taken by it shall be in accordance with the
provisions of the Plan, authorizing or providing for such direction, information, or action. Furthermore, each
Named Fiduciary may rely upon any such direction, information, or action of another Named Fiduciary as being
proper under the Plan, and is not required under the Plan to inquire into the propriety of any such direction,
information, or action. It is intended under the Plan that each Named Fiduciary shall be responsible for the
proper exercise of its own powers, duties, responsibilities, and obligations under the Plan. No Named Fiduciary
shall guarantee the Trust Fund in any manner against investment loss or depreciation in asset value. Any person
or group may serve in more than one fiduciary capacity.
9.11
Headings
are to be ignored in any construction of the provisions hereof.
9.12
Electronic Media
herein, the Administrator may designate that such elections, notices, consents, or other communications shall be
by other means, including the use of electronic media, if such use is permitted by law; provided, however, that
such elections, notices, consents, or other communications shall be in such form as the Administrator shall
specify and approve.
9.13
Clerical Error
Participant or other payee has been misstated, or in the event of clerical error, the benefits shall be adjusted by
the committee or its delegate on the basis of the correct facts in a manner precluding individual selection.
9.14
Uniformity
manner. In the event of any conflict between the terms of this Plan and any Contract purchased hereunder, the
Plan provisions shall control.
ARTICLE X
MERGER OF HOUGHTON PLAN AND WALLOVER PLAN
10.1
Plan Mergers
(a)
In General. Effective January 1, 2020, the Houghton Plan and the Wallover Plan were
merged with and into the Plan. Upon the merger, the account balance of each participant in the Houghton Plan
55
and the Wallover Plan shall be transferred to this Plan in the manner described in Section 10.2. Accounts
transferred from a Participant’s Houghton Plan accounts and future earnings thereon are referred to as the
Participant’s “Houghton Accounts” for purposes of this Article X. Accounts transferred from a Participant’s
Wallover Plan accounts and future earnings thereon are referred to as the Participant’s “Wallover Accounts” for
purposes of this Article X.
(b)
Full Vesting . Effective December 31, 2019, all amounts under the Houghton Accounts
and Wallover Accounts shall be fully vested.
(c)
Participation. Except as provided in Section 1.21 (relating to the definition of an Eligible
Employee), any Eligible Employee employed by Houghton or Wallover Oil Company, Inc. on December 31,
2019 became a Participant in the Plan as of January 1, 2020.
10.2
Transfer of Accounts
(a)
Transfer of Houghton Accounts. Effective January 1, 2020, amounts in the Houghton
Accounts were transferred to the corresponding Plan accounts as follows:
(i)
Any amounts in the Participant’s Houghton Accounts that correspond to
contributions under the Participant’s Elective Account as defined under Section 1.48 were transferred to his or
her Participant’s Elective Account under the Plan, and a separate accounting shall be maintained with respect to
each applicable classification under Section 1.48.
(ii)
Any amounts in the Participant’s Houghton Accounts that correspond to
contributions under the Participant’s Account as defined under Section 1.47 were transferred to his or her
Participant’s Account under the Plan, and a separate accounting shall be maintained with respect to each
applicable classification under Section 1.47.
(iii)
Any amounts in the Participant’s Houghton Accounts attributable to rollover
contributions were transferred to his or her Rollover Account under the Plan.
(b)
Transfer of Wallover Accounts. Effective January 1, 2020, amounts in the Wallover
Accounts were transferred to the corresponding Plan accounts as follows.
(i)
Any amounts in the Participant’s Wallover Accounts that correspond to
contributions under the Participant’s Elective Account as defined under Section 1.48 were transferred to his or
her Participant’s Elective Account under the Plan, and a separate accounting shall be maintained with respect to
each applicable classification under Section 1.48.
(ii)
Any amounts in the Participant’s Wallover Accounts that correspond to
contributions under the Participant’s Account as defined under Section 1.47 were transferred to his or her
Participant’s Account under the Plan, and a separate accounting shall be maintained with respect to each
applicable classification under Section 1.47.
(iii)
Any amounts in the Participant’s Wallover Accounts attributable to rollover
contributions were transferred to his or her Rollover Account under the Plan.
10.3
Special Rules Relating To Loans
at the time of the merger under Section 10.1 shall continue in accordance with the terms of the loan as made
under the Houghton Plan or Wallover Plan, as applicable.
56
10.4
Distribution Forms
from the Houghton Accounts and Wallover Accounts.
ARTICLE XI
MERGER OF CORAL PLAN AND SIFCO PLAN
11.1
Merger of the Coral Plan and SIFCO Plan
(a)
In General. Effective January 1, 2022, the Coral Plan and the SIFCO Plan shall be
merged with and into the Plan. Upon the merger, the account balance of each participant in the Coral Plan and
the SIFCO Plan shall be transferred to this Plan in the manner described in Section 11.2. Accounts transferred
from a Participant’s Coral Plan accounts and future earnings thereon are referred to as the Participant’s “Coral
Accounts” for purposes of this Article XI. Accounts transferred from a Participant’s SIFCO Plan accounts and
future earnings thereon are referred to as the Participant’s “SIFCO Accounts” for purposes of this Article XI.
(b)
Full Vesting. Effective December 31, 2021, all amounts under the Coral Accounts and
SIFCO Accounts shall be fully vested.
(c)
Participation. Except as provided in Section 1.21 (relating to the definition of an Eligible
Employee), any Eligible Employee employed by Coral or SIFCO on December 31, 2021 shall became a
Participant in the Plan as of January 1, 2022.
11.2
Transfer of Accounts
(a)
Transfer of Coral Accounts. Effective January 1, 2022, amounts in the Coral Accounts
shall be transferred to the corresponding Plan Accounts as follows:
(i)
Any amounts in the Participant’s Accounts that correspond to contributions under
the Participant’s Elective Account as defined under Section 1.48 were transferred to his or her Participant’s
Elective Account under the Plan, and a separate accounting shall be maintained with respect to each applicable
classification under Section 1.48. After-tax contributions (other than Roth contributions) contributed by the
Participant to the Coral Plan “After-Tax Coral Plan Contributions”) shall be transferred to the Participant’s
Elective Account and maintained in a separate accounting.
(ii)
Any amounts in the Participant’s Coral Accounts that correspond to contributions
under the Participant’s Account as defined under Section 1.47 were transferred to his or her Participant’s
Account under the Plan, and a separate accounting shall be maintained with respect to each applicable
classification under Section 1.47.
(iii)
Any amounts in the Participant’s Coral Accounts attributable to rollover
contributions were transferred to his or her Rollover Account under the Plan.
(b)
Transfer of SIFCO Accounts. Effective January 1, 2022, amounts in the SIFCO
Accounts were transferred to the corresponding Plan accounts as follows.
(i)
Any amounts in the Participant’s SIFCO Accounts that correspond to
contributions under the Participant’s Elective Account as defined under Section 1.48 were transferred to his or
her Participant’s Elective Account under the Plan, and a separate accounting shall be maintained with respect to
each applicable classification under Section 1.48.
57
(ii)
Any amounts in the Participant’s SIFCO Accounts that correspond to
contributions under the Participant’s Account as defined under Section 1.47 were transferred to his or her
Participant’s Account under the Plan, and a separate accounting shall be maintained with respect to each
applicable classification under Section 1.47.
(iii)
Any amounts in the Participant’s SIFCO Accounts attributable to rollover
contributions were transferred to his or her Rollover Account under the Plan.
11.3
Special Rules Relating To Loans
time of the merger under Section 11.1 shall continue in accordance with the terms of the loan as made under the
Coral Plan or SIFCO Plan, as applicable.
11.4
Distribution Forms
from the Coral Accounts and SIFCO Accounts.
11.5
In-service Distribution of After-Tax Coral Plan Contributions
Contributions and earnings credited thereto may be distributed at any time upon a request by the Participant in
accordance with the procedures established by the Administrator. A distribution pursuant to this Section shall be
made from one or more of the investment categories designated by the Participant for investment of his or
Account pursuant to Section 4.13.
IN WITNESS WHEREOF, Quaker Chemical Corporation has caused these presents to be duly executed on this
Attest: By: /s/ Shane W. Hostetter
58
EXHIBIT A
PARTICIPATING EMPLOYERS
The following Affiliated Employers were participating in the Plan as of January 1, 2021, unless otherwise
noted:
1
EXHIBIT 10.27
QUAKER HOUGHTON
ANNUAL INCENTIVE PLAN
(As Amended and Restated Effective November 17, 2021)
WHEREAS
, Quaker Chemical Corporation (the “Company”) established the Quaker Chemical
Corporation Global Annual Incentive Plan (the “Prior Plan”); and
WHEREAS
, the Company desires to amend and restate the Prior Plan as the Quaker Houghton Annual
Incentive Plan (the “Plan”) to update the Plan for statutory changes and to make certain other changes;
NOW, THEREFORE
, the Plan is amended and restated, effective as of November 17, 2021, as
follows:
PURPOSE AND APPLICATION
The Plan is designed to reward certain employees of the Company for achieving performance objectives
that are important to the Company and its shareholders. The Plan is intended to provide an incentive for
superior work and to motivate participating employees toward even higher achievement and business results, to
increase shareholder value, to tie their goals and interests to those of the Company and its shareholders, and to
enable the Company to attract and retain highly qualified executive officers.
The Plan, as amended and restated effective November 17, 2021, shall apply to any bonus compensation
payable with respect to Performance Periods beginning on or after such date;
provided however,
of any bonus compensation in Common Stock shall be subject to approval of the Plan by the Company’s
shareholders pursuant to the rules of the New York Stock Exchange.
ARTICLE 1
DEFINITIONS
The following terms, when used herein, shall have the following meanings unless otherwise required by
the context:
1.1
“Annual Base Salary” shall mean the salary of a Participant determined on an annualized basis
by reference to the base rate of pay in effect for such Participant.
1.2
“Board” shall mean the Board of Directors of the Company.
1.3
“Code” shall mean the Internal Revenue Code of 1986, as amended.
1.4
“Committee” shall mean the Compensation/Management Development Committee of the Board
and such other committee or committees as may be designated to act as the administrative committee under the
Plan by the Board, at its discretion, from time to time. Where more than one committee has been designated for
these purposes, each such committee shall act as the Committee under the Plan with respect to different
Participants or groups of Participants (which may be designated individually or by classification) as established
at the time any such committee is established.
1.5
“Common Stock” shall mean shares of the Company’s common stock, $1.00 par value.
2
1.6
otherwise, and, as appropriate, with respect to eligibility to participate in the Plan, the majority-owned
subsidiaries of Quaker Chemical Corporation.
1.7
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.
1.8
“Participant” shall mean, with respect to a Performance Period, an employee of the Company
who has been designated by the Committee as a Participant in the Plan for such Performance Period.
1.9
“Performance Goal” shall mean, with respect to a Performance Period, an objective performance
goal established by the Committee, consistent with the express terms of the Plan, which must be met in order
for a bonus to be payable to a Participant with respect to such Performance Period, except as provided in
Section 5.4.
1.10
“Performance Period” shall mean the Plan Year or such other period or periods as may be
established as a Performance Period by the Committee from time to time. Nothing herein shall prohibit the
creation of multiple Performance Periods which may overlap with other Performance Periods established under
the Plan.
1.11
“Plan” shall mean the Quaker Houghton Global Annual Incentive Plan, as amended and restated
effective November 17, 2021, and as may be amended from time to time.
1.12
“Plan Year” shall mean the calendar year.
1.13
“Short-Term Deferral Date” shall mean, with respect to bonus compensation payable for a
Performance Period, a date within the 2 1/2 month period immediately following the last day of such
Performance Period; provided that such period (measured from the last day of the period) shall be less than 2
1/2 months to the extent necessary to cause such period to be within one calendar year. A Participant shall have
no right to interest as a result of payment on a date after the first day of such period. Notwithstanding the
foregoing, for purposes of determining the date the bonus award “would otherwise be payable” under Section
5.1 and the “payment date” under Section 4.1(c), the date the bonus award is actually paid to similarly situated
Participants with respect to the Performance Period shall be determinative, and not the Short-Term Deferral
Date.
ARTICLE 2
ELIGIBILITY AND PARTICIPATION
2.1
Designation of Participants. Those employees of the Company who are designated as
Participants in the Plan by the Committee shall be eligible to participate in the Plan. Prior to or at the time
Performance Goals are established for a specified Performance Period, the Committee shall identify the
employees of the Company (by name, title, salary grade or similar classification) who are to be Participants in
the Plan with respect to such Performance Period.
2.2
Considerations. In making its determination as to eligibility for participation in the Plan, the
Committee shall take into account an employee’s position in the Company and the extent to which the
employee’s position affords him or her the opportunity to have a significant impact on the attainment of the
Company’s objectives.
3
ARTICLE 3
PERFORMANCE GOALS
3.1
Establishment of Performance Goals. Prior to or within the first ninety (90) days of a
Performance Period, the Committee shall establish in writing with respect to such Performance Period, one or
more objective Performance Goals, stated in terms of an objective formula or formulas or such other
appropriate method, for computing the amount of bonus compensation which may be payable to each
Participant if the specified Performance Goals or levels thereof are attained.
(a)
Notwithstanding the foregoing sentence, the Performance Goals for any
Performance Period may not be established after 25% of the period of service represented by the Performance
Period has elapsed, and the outcome must be substantially uncertain when the Performance Goals are
established.
(b)
Subject to the specific limitations set forth in the Plan, nothing herein shall limit
the authority of the Committee to establish more than one Performance Goal and more than one formula with
respect to bonus compensation of a Participant, nor limit a Participant’s ability to receive more than one bonus
payment with respect to a single Performance Period.
3.2
Business Criteria, Adjustments and Measurement. Performance Goals may be based upon one or
more of the following business criteria (which may be determined for these purposes by reference to (i) the
Company as a whole, (ii) any of the Company’s subsidiaries, operating divisions, regional business units or
other operating units, or (iii) any combination thereof): profit before taxes, profit after taxes, earnings before or
after taxes, interest, depreciation and/or amortization, stock price, market share, gross revenue, net revenue,
pretax income, operating income, cash flow, earnings per share, return on equity, return on invested capital or
assets, cost reductions and savings, return on revenues or productivity, or any variations of the preceding
business criteria, which may be modified at the discretion of the Committee to take into account significant
nonrecurring items or which may be adjusted to reflect such costs or expense as the Committee deems
appropriate.
(a)
Performance Goals may also be based upon a Participant’s attainment of personal
objectives with respect to any of the foregoing business criteria or implementing policies and plans, negotiating
transactions and sales, developing long-term business goals or exercising managerial responsibility.
(b)
The Committee may provide for appropriate adjustments to any business criteria
used in connection with measuring attainment of Performance Goals to take into account fluctuations in
exchange rates, where relevant.
3.3
Changes In Eligibility During the Performance Period. The Committee may, but is not required
to, establish special rules for any employee who first becomes a Participant during a Performance Period, or
whose level of participation the Committee determines should be changed during a Performance Period.
ARTICLE 4
DETERMINATION OF BONUS AWARDS AND LIMITATIONS
4.1
Determination of Bonus Payment. As soon as practicable following the end of a Performance
Period, the Committee shall determine whether and to what extent the Performance Goal or Performance Goals
4
established for a Participant for such Performance Period have been achieved, including the specific target
objective or objectives and the satisfaction of any other material terms of the bonus award, and shall certify
such determination in writing, which certification may take the form of minutes of the Committee documenting
such determination.
(a)
The Committee shall then calculate the amount of each Participant’s bonus or
bonuses for such Performance Period based upon the levels of achievement of the relevant Performance Goals
and the formula(s) established for such purposes with respect to such Performance Period, subject to the
limitations set forth in this Article IV and the employment and proration rules set forth in Article V.
(b)
The Committee may, notwithstanding anything contained herein to the contrary,
reduce the amount of or totally eliminate any Participant’s bonus, if it determines, in its absolute and sole
discretion, that such a reduction or elimination is appropriate in order to reflect the Participant’s individual
performance or to take into account any other factors the Committee deems appropriate.
(c)
At any time before a bonus is payable under the Plan, the Committee in its sole
discretion shall determine whether the medium of payment shall be cash and/or Common Stock. To the extent
an objective formula established under Section 3.1 for a Participant for a Performance Period is stated in terms
of a medium other than the final medium of payment determined by the Committee under this subsection (c),
conversion to the final medium of payment shall be determined by the last sale price for a share of Common
Stock as quoted on the New York Stock Exchange for the payment date (or the trading day immediately
preceding the payment date if the payment date is not a trading day).
4.2
Limitations. No Participant shall be entitled to receive a bonus or bonuses in excess of the
following limitations:
(a)
For bonuses paid in cash, the maximum bonus payable with respect to all
Performance Periods ending in any one Plan Year shall not exceed three hundred percent (300%) of such
Participant’s Annual Base Salary in effect as of September 30th during such Plan Year.
(b)
A Participant’s Annual Base Salary shall be deemed for these purposes to be the
lesser of his or her actual Annual Base Salary or $1,000,000.
4.3
Common Stock Available. Shares of Common Stock transferable under the Plan shall be shares
of authorized, but not issued Common Stock or Common Stock held in treasury. The maximum number of
shares of Common Stock which may be issued under the Plan shall not exceed 500,000 shares. If a bonus award
terminates for any reason or is canceled, forfeited or settled in cash rather than stock, the number of shares of
Common Stock with respect to which such bonus award terminated or was canceled, forfeited or settled in cash,
shall be available for future grants of bonus awards under the Plan. If tax withholding requirements are satisfied
by withholding Common Stock, only the number of shares issued net of Common Stock withheld shall be
deemed delivered for purposes of applying the limits set forth in this Section.
(a)
Bonuses payable in the form of a transfer of shares may be evidenced by written
grant documents in such form as the Committee shall from time to time approve, and shall set forth such terms
and conditions as the Committee shall, from time to time, at its discretion, impose on such transferred shares;
provided, however, that any such terms and conditions may not be inconsistent with any specific terms of the
Plan.
(b)
In the event of changes to the outstanding shares of Common Stock of the
Company through reorganization, merger, consolidation, recapitalization, reclassification, stock splits, stock
dividend, spin-off, stock consolidation or otherwise, or in the event of a sale of all or substantially all of the
5
assets of the Company, an appropriate and proportionate adjustment shall be made in (i) the number and kind of
shares available for use under the Plan, (ii) the annual limitations on awards of Common Stock, and (iii) the
number and kind of shares of Common Stock payable under the formula(s), if any, for the Performance Period
in which such event occurs. Adjustments or changes under this Section shall be made by the Committee, whose
determination as to what adjustments or changes shall be made, and the extent thereof, shall be final, binding,
and conclusive.
ARTICLE 5
PAYMENT OF AWARDS
5.1
Employment Requirement. No bonus shall be payable under the Plan to any Participant who is
not employed by the Company (or an affiliate of the Company) on the date such bonus would otherwise be
payable unless:
(a)
The Participant’s employment terminates prior to such date on account of his or
her death, disability (as determined by the Committee, in its sole discretion), or under such other circumstances
as the Committee shall, in its sole discretion, determine;
(b)
The Participant’s employment terminates prior to such date on or after attainment
of age 60;
(c)
An amount is payable pursuant to Section 5.4; or
(d)
The Committee, in its sole discretion, specifically allows the Participant’s bonus
award to remain payable, in full or in part (as determined by the Committee), if the Participant’s employment
terminates prior to such date.
If a Participant’s employment terminates prior to the date a bonus award would otherwise be payable
under any circumstances other than those described above, no bonus award shall be payable to such Participant.
5.2
Proration of Bonus.
(a)
If a Participant is on a leave of absence during a Performance Period, any bonus
award payable shall be prorated based on active service during the Performance Period, except as provided in
Section 5.4.
(b)
If a Participant’s employment terminates under the circumstances set forth in
Section 5.1(a) or (b), any bonus award payable will be prorated based on active service during the Performance
Period, except as provided in Section 5.4.
5.3
Payment Date. Except as provided in this Section 5.3 or in Section 5.4, no Participant may
receive any payment with respect to a bonus award unless and until the Committee has certified in writing that
the relevant Performance Goals for a Performance Period have been achieved. Notwithstanding anything herein
to the contrary, if a Participant terminates employment under the circumstances set forth in Section 5.1(a), (b),
or (d), the Committee shall have the discretion to provide for payment in respect of a bonus award for a
Performance Period regardless of whether the Performance Goals for such Performance Period have been
achieved. After the Committee has certified in writing that the relevant Performance Goals have been achieved,
bonus awards shall be paid by the Company on the Short-Term Deferral Date, to the Participant or to his or her
estate in the event of death.
6
5.4
Change in Control. Notwithstanding any provision of the Plan to the contrary, in the event of a
Change in Control (as defined in the Quaker Chemical Corporation 2016 Long-Term Performance Incentive
Plan), each Participant who is employed by the Company on the day before such Change in Control shall be
paid (a) any bonus with respect to any Performance Period ending prior to such Change in Control (based on
achievement during such Period) that has not been paid to the Participant, such payment to be made on the
Short-Term Deferral Date for such Performance Period, and (b) with respect to the Performance Period in
which such Change in Control occurs, the amount of the bonus that would have been payable had the target
level of performance been achieved for such Performance Period, such payment to be made on the Short-Term
Deferral Date for such Performance Period.
5.5
Section 409A of the Code. Notwithstanding any provision of this Plan to the contrary, if a
Participant is a specified employee (as defined in Treas. Reg. §1.409A-1(i)), any payment or benefit under this
Plan that constitutes deferred compensation subject to Section 409A of the Code and for which the payment
event is separation from service (as defined in Treas. Reg. §1.409A-1(h)) shall not be made or provided to the
Participant before the date that is six months after the date of the Participant’s separation from service. Any
payment or benefit that is delayed pursuant to this Section 5.5 shall be made or provided on the first business
day of the seventh month following the month in which the Participant’s separation from service occurs. With
respect to any cash payment delayed pursuant to this Section 5.5, the delayed payment shall include interest, at
the Wall Street Journal Prime Rate published in the Wall Street Journal on the date of the Participant’s
separation from service (or the previous business day if such date is not a business day), for the period from the
date the payment would have been made but for this Section 5.5 through the date payment is made. The
provisions of this Section 5.5 shall apply only to the extent required to avoid a Participant’s incurrence of any
additional tax or interest under Section 409A of the Code. To the extent any payment or benefit under the Plan
constitutes deferred compensation subject to Section 409A of the Code, this Plan is intended to comply with
Section 409A of the Code and shall be administered, interpreted and construed in accordance therewith to avoid
the imposition of additional tax under Section 409A of the Code.
ARTICLE 6
OTHER TERMS AND CONDITIONS
6.1
Shareholder Approval. No bonus awards shall be paid in Common Stock unless and until the
material terms of the Plan are disclosed to and approved by the Company’s shareholders pursuant to the rules of
the New York Stock Exchange.
6.2
Nontransferability; Unfunded Plan. Except as may be otherwise required by law, bonus awards
under the Plan shall not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, charge, garnishment, execution, or levy of any kind, either voluntary or involuntary. Bonuses
awarded under the Plan shall be payable from the general assets of the Company and no Participant shall have
any claim with respect to any specific assets of the Company.
6.3
Rights. No person shall have any legal claim to be granted an award under the Plan and the
Committee shall have no obligation to treat Participants uniformly. Neither the Plan nor any action taken under
the Plan shall be construed as giving any employee the right to be retained in the employ of the Company or any
subsidiary or to maintain any Participant’s compensation at any level.
6.4
Withholding. The Company or any of its subsidiaries may deduct from any award any applicable
withholding taxes or any amounts owed by the employee to the Company or any of its subsidiaries, or take any
other actions it deems necessary or appropriate in connection with any applicable withholding requirements.
7
6.5
Common Stock. No Common Stock will be delivered under the Plan except in compliance with
all applicable Federal and state laws and regulations including, without limitation, compliance with all Federal
and state securities laws and with the rules of the New York Stock Exchange and of all domestic stock
exchanges on which the Common Stock may be listed. Any certificate issued to evidence shares of Common
Stock awarded pursuant to the Plan may bear legends and statements the Committee shall deem advisable to
assure compliance with Federal and state laws and regulations. No shares of Common Stock shall be delivered
under the Plan until the Company has obtained consent or approval from regulatory bodies, Federal or state,
having jurisdiction over such matters as the Committee may deem advisable. In the case of a person or estate
acquiring the right to an award of Common Stock made pursuant to the Plan as a result of the death of the
Participant, the Committee may require reasonable evidence as to the ownership of the Common Stock and may
require consents and releases of taxing authorities that it may deem advisable.
6.6
Recoupment Policy. A Participant’s right to receive payment of a bonus under the Plan, to retain
the bonus and, in the case of a non-cash bonus, to retain the profit or gain the Participant realized in connection
with such a bonus shall be subject to any recoupment or “clawback” policy adopted by the Company.
ARTICLE 7
ADMINISTRATION
7.1
The Committee. Until changed by the Board, the Compensation/Management Development
Committee of the Board shall constitute the Committee hereunder. All actions taken under the terms of the Plan
with respect to any employee who is subject to the reporting requirements of Section 16(a) of the Exchange Act
shall be taken by a Committee consisting solely of two or more members of the Board who qualify as “non-
employee directors” (as that term is used for purposes of Section 16 of the Exchange Act).
7.2
Committee’s Authority. The Committee shall have full power and authority to administer and
interpret the provisions of the Plan and to adopt such rules, regulations, agreements, guidelines, and instruments
for the administration of the Plan and for the conduct of its business as the Committee deems necessary or
advisable.
7.3
Delegation of Authority. The Committee shall have full power to delegate to any officer or
employee of the Company the authority to administer and interpret the procedural aspects of the Plan, subject to
the Plan’s terms, including adopting and enforcing rules to decide procedural and administrative issues.
7.4
Reliance. The Committee may rely on opinions, reports or statements of officers or employees of
the Company or any subsidiary thereof and of Company counsel (inside or retained counsel), public
accountants, and other professional or expert persons.
7.5
Liability; Indemnification. No member of the Committee shall be liable for any action taken or
omitted to be taken or for any determination made by him or her in good faith with respect to the Plan, and the
Company shall indemnify and hold harmless each member of the Committee against any cost or expense
(including counsel fees) or liability (including any sum paid in settlement of a claim with the approval of the
Committee) arising out of any act or omission in connection with the administration or interpretation of the
Plan, unless arising out of such person’s own fraud or bad faith.
7.6
Governing Law. The place of administration of the Plan shall be in the Commonwealth of
Pennsylvania, and the validity, construction, interpretation, administration, and effect of the Plan and of its rules
and regulations, and rights relating to the Plan, shall be determined solely in accordance with the laws of the
Commonwealth of Pennsylvania (without reference to principles of conflicts of laws) to the extent Federal law
is not applicable.
8
ARTICLE 8
TERM OF PLAN, AMENDMENT AND TERMINATION
8.1
Further Shareholder Approval. The Plan shall terminate as of the date of the first meeting of the
shareholders of the Company that occurs in 2032, unless the material terms of the Plan are disclosed to and
approved by shareholders on or before the date of such shareholders meeting.
8.2
Amendment, Suspension and Termination. The Plan may be suspended, terminated, or
reinstated, in whole or in part, at any time by the Board. The Board may from time to time make such
amendments to the Plan as it may deem advisable. Notwithstanding the foregoing, no amendment to the Plan
shall be made without the approval of the Company’s shareholders if it (i) increases the number of shares of
Common Stock made available under the Plan, (ii) expands the class of persons eligible for a bonus under the
Plan, (iii) materially extends the term of the Plan, or (iv) otherwise requires shareholder approval under the
rules of the exchange or market on which Common Stock is listed or traded.
8.3
Effect of Termination/Amendment. Termination or amendment of the Plan shall not, without the
consent of the Participant, diminish a Participant’s rights with respect to any bonus program in effect with
respect to the Performance Period in which such amendment or termination occurs except to the extent that such
amendment or termination is determined by the Committee to be necessary or appropriate under applicable law.
1
EXHIBIT 10.46
Execution Version
AMENDMENT NO. 2 TO CREDIT AGREEMENT (LIBOR
TRANSITION)
THIS AMENDMENT NO. 2 TO CREDIT AGREEMENT (LIBOR TRANSITION)
(this
“Agreement”) is made and entered into as of December 10, 2021 by and among
QUAKER CHEMICAL
CORPORATION
, a Pennsylvania corporation (the “Company”) and
BANK OF AMERICA, N.A.
, as Administrative
Agent (in such capacity, the “Administrative Agent”).
RECITALS
WHEREAS, the Company, certain Subsidiaries of the Company party thereto, each guarantor party thereto,
each lender party thereto (collectively, the “Lenders” and individually, a “Lender”), and Bank of America, N.A., as
Administrative Agent, have entered into that certain Credit Agreement dated as of August 1, 2019 (as amended,
modified, extended, restated, replaced, or supplemented from time to time, the “Credit Agreement”);
WHEREAS, certain loans and/or other extensions of credit (the “Loans”) under the Credit Agreement
denominated in Sterling, Yen, and Euros (collectively, the “Impacted Currencies”) incur or are permitted to incur
interest, fees, commissions or other amounts based on the London Interbank Offered Rate as administered by the ICE
Benchmark Administration (“LIBOR”) in accordance with the terms of the Credit Agreement; and
WHEREAS, applicable parties under the Credit Agreement have determined in accordance with the Credit
Agreement that LIBOR for the Impacted Currencies should be replaced with a successor rate in accordance with the
Credit Agreement and, in connection therewith, the Administrative Agent has determined that certain conforming
changes are necessary or advisable.
NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto
agree as follows:
1.
Defined Terms. Capitalized terms used herein but not otherwise defined herein (including on any
Appendix attached hereto) shall have the meanings provided to such terms in the Credit Agreement, as amended by this
Agreement.
2.
Agreement. Notwithstanding any provision of the Credit Agreement or any other document related
thereto (the “Loan Documents”) to the contrary, the parties hereto hereby agree that the terms set forth on Appendix A
shall apply to the Impacted Currencies. For the avoidance of doubt, (a) to the extent provisions in the Credit Agreement
apply to the Impacted Currencies and such provisions are not specifically addressed by Appendix A, the provisions in
the Credit Agreement shall continue to apply to the Impacted Currencies and (b) to the extent provisions in the Credit
Agreement apply to Dollar- denominated extensions of credit, the provisions in the Credit Agreement shall continue to
apply to such Dollar-denominated extensions of credit and shall not be impacted by this Agreement.
3.
Conflict with Loan Documents. In the event of any conflict between the terms of this Agreement and
the terms of the Credit Agreement or the other Loan Documents, the terms hereof shall control.
2
4.
Representations and Warranties. The Company represents and warrants to the Administrative
Agent and the Lenders, as of the date hereof, as follows:
(a)
the execution, delivery and performance by the Company of this Agreement have been
duly authorized by all necessary corporate or other organizational action and do not and will not (i)
require any consent or approval or other action by, or notice to, or filing with, any Governmental
Authority or any other Person in connection with the execution, delivery or performance by, or
enforcement against, the Company of this Agreement except as may have been obtained, or (ii)
contravene the terms of the Company’s Organization Documents; (b) conflict with or result in any
breach or contravention of, or the creation of any Lien under, or require any payment to be made under
(i) any Contractual Obligation to which the Company is a party or affecting the Company or the
properties of the Company or (ii) any order, injunction, writ or decree of any Governmental Authority
or any arbitral award to which the Company or its property is subject; or (c) violate any Law;
(b)
this Agreement has been duly executed and delivered by the Company, and this
Agreement, the Credit Agreement and each other Loan Document (in each case, as amended hereby)
constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in
accordance with its terms, except to the extent that such enforceability may be limited by bankruptcy,
receivership, moratorium, conservationship, or other laws of general application affecting the rights of
creditors generally or by general principles of equity;
(c)
the representations and warranties of the Company contained in Article V of the Credit
Agreement and in each other Loan Document are true and correct in all material respects (or, with
respect to representations and warranties modified by materiality standards or Material Adverse Effect,
in all respects) on and as of the date hereof, except to the extent that such representations and
warranties specifically refer to an earlier date, in which case they shall be true and correct in all
material respects (or, with respect to representations and warranties modified by materiality standards
or Material Adverse Effect, in all respects) as of such earlier date, and the representations and
warranties contained in Sections 5.05(a) and (b) shall be deemed to refer to the most recent statements
furnished pursuant to Sections 6.01(a) and (b), respectively;
(d)
immediately before and after the effectiveness of this Agreement on the Effective
Date, no Default or Event of Default has occurred and is continuing.
5.
Conditions Precedent. This Agreement shall become effective upon receipt by the Administrative
Agent of counterparts of this Agreement, properly executed by the Company and the Administrative Agent.
6.
Payment of Expenses. The Company agrees to pay, in accordance with and subject to the limitations in
Section 10.04 of the Credit Agreement, all reasonable and documented out-of-pocket expenses incurred by the
Administrative Agent and its Affiliates in connection with the preparation, execution, delivery, administration of this
Agreement and the other instruments and documents to be delivered hereunder.
7.
Miscellaneous.
3
(a)
The Loan Documents, and the obligations of the Company under the Loan Documents, are
hereby ratified and confirmed and shall remain in full force and effect according to their terms. This Agreement
is a Loan Document.
(b)
The Company (i) acknowledges and consents to all of the terms and conditions of this
Agreement, (ii) affirms all of its obligations under the Loan Documents, (iii) agrees that this Agreement and all
documents executed in connection herewith do not operate to reduce or discharge its obligations under the Loan
Documents, (iv) agrees that the Collateral Documents continue to be in full force and effect and are not impaired
or adversely affected in any manner whatsoever, (v) confirms its grant of security interests pursuant to the
Collateral Documents to which it is a party as Collateral for the Obligations, and (vi) acknowledges that all Liens
granted (or purported to be granted) pursuant to the Collateral Documents remain and continue in full force and
effect in respect of, and to secure, the Obligations.
(c)
This Agreement may be in the form of an electronic record (in “.pdf” form or otherwise) and
may be executed using electronic signatures, which shall be considered as originals and shall have the same
legal effect, validity and enforceability as a paper record. This Agreement may be executed in as many
counterparts as necessary or convenient, including both paper and electronic counterparts, but all such
counterparts shall be one and the same Agreement. For the avoidance of doubt, the authorization under this
paragraph may include, without limitation, use or acceptance by the Administrative Agent of a manually signed
Agreement which has been converted into electronic form (such as scanned into “.pdf” format), or an
electronically signed Agreement converted into another format, for transmission, delivery and/or retention.
(d)
Any provision of this Agreement held to be illegal, invalid or unenforceable in any
jurisdiction, shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or
unenforceability without affecting the legality, validity or enforceability of the remaining provisions hereof and
the illegality, invalidity or unenforceability of a particular provision in a particular jurisdiction shall not
invalidate or render unenforceable such provision in any other jurisdiction.
(e)
The terms of the Credit Agreement with respect to governing law, submission to jurisdiction,
waiver of venue and waiver of jury trial are incorporated herein by reference,
mutatis mutandis
, and the parties
hereto agree to such terms.
[remainder of page intentionally left blank]
4
Each of the parties hereto has caused a counterpart of this Agreement to be duly executed and delivered as of the
date first above written.
BORROWER:
QUAKER CHEMICAL CORPORATION,
a Pennsylvania corporation
By: /s/ LINGLING STEWART
Name: LingLing Stewart
Title: Global Treasurer
5
ADMINISTRATIVE
AGENT:
BANK
OF
AMERICA,
N.A.,
as Administrative Agent
By: /s/ ELIZABETH URIBE
Name: Elizabeth Uribe
Title: Assistant Vice President
6
Appendix A
TERMS APPLICABLE TO AFFECTED ALTERNATIVE CURRENCY LOANS
1.
Defined Terms. The following terms shall have the meanings set forth below:
“Administrative Agent’s Office” means, with respect to any currency, the Administrative Agent’s
address and, as appropriate, account specified in the Credit Agreement with respect to such currency, or such
other address or account with respect to such currency as the Administrative Agent may from time to time
notify the Company and the Lenders.
“Affected Alternative Currency” means each of the following currencies: Sterling, Yen, and Euros.
“Affected Alternative Currency Daily Rate” means, for any day, with respect to any extension of credit
under the Credit Agreement denominated in Sterling, the rate per annum equal to SONIA determined pursuant
to the definition thereof plus the SONIA Adjustment;
provided, that, if any Affected Alternative Currency Daily Rate shall be less than zero, such rate shall be
deemed zero for purposes of this Agreement. Any change in an Affected Alternative Currency Daily Rate shall
be effective from and including the date of such change without further notice.
“Affected Alternative Currency Daily Rate Loan” means a Loan that bears interest at a rate based on
the definition of “Affected Alternative Currency Daily Rate.” All Affected Alternative Currency Daily Rate
Loans must be denominated in an Affected Alternative Currency.
“Affected Alternative Currency Loan” means an Affected Alternative Currency Daily Rate Loan or an
Affected Alternative Currency Term Rate Loan, as applicable.
“Affected Alternative Currency Term Rate” means, for any Interest Period, with respect to any
extension of credit under the Credit Agreement:
(a)
denominated in Euros, the rate per annum equal to the Euro Interbank Offered Rate
(“EURIBOR”), as published on the applicable Reuters screen page (or such other commercially
available source providing such quotations as may be designated by the Administrative Agent from
time to time) on the day that is two TARGET Days preceding the first day of such Interest Period with
a term equivalent to such Interest Period; and
(b)
denominated in Yen, the rate per annum equal to the Tokyo Interbank Offer Rate
(“TIBOR”), as published on the applicable Reuters screen page (or such other commercially available
source providing such quotations as may be designated by the Administrative Agent from time to time)
on the day that is two Business Days preceding the first day of such Interest Period (or such other day
as is generally treated as the rate fixing day by market practice in such interbank market, as determined
by the Administrative Agent; provided that, to the extent such market practice is not administratively
feasible for the Administrative Agent, then such date shall be such other day as otherwise reasonably
determined by the Administrative Agent) with a term equivalent to such Interest Period;
7
provided, that, if any Affected Alternative Currency Term Rate shall be less than zero, such rate shall be deemed
zero for purposes of this Agreement.
“Affected Alternative Currency Term Rate Loan” means a Loan that bears interest at a rate based on
the definition of “Affected Alternative Currency Term Rate.” All Affected Alternative Currency Term Rate
Loans must be denominated in an Affected Alternative Currency.
“Applicable Rate” means the Applicable Rate, Applicable Margin or any similar or analogous
definition in the Credit Agreement.
“Base Rate” means the Base Rate, Alternative Base Rate, ABR or any similar or analogous definition
in the Credit Agreement.
“Base Rate Loans” means a Loan that bears interest at a rate based on the Base Rate.
“Basic ESTR” means, in relation to any day, ESTR for that day, and if that rate is less than zero, Basic
ESTR shall be deemed to be zero.
“Borrowing” means a Committed Borrowing, Borrowing, or any similar or analogous definition in the
Credit Agreement.
“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks
are authorized to close under the laws of, or are in fact closed in, the state where the Administrative Agent’s
Office is located; provided that
(a)
if such day relates to any interest rate settings as to an Affected Alternative Currency
Loan denominated in Euro, any fundings, disbursements, settlements and payments in Euro in respect
of any such Affected Alternative Currency Loan, or any other dealings in Euro to be carried out
pursuant to this Agreement in respect of any such Affected Alternative Currency Loan, means a
Business Day that is also a TARGET Day;
(b)
if such day relates to any interest rate settings as to an Affected Alternative Currency
Loan denominated in (i) Sterling, means a day other than a day banks are closed for general business in
London because such day is a Saturday, Sunday or a legal holiday under the laws of the United
Kingdom; and (ii) Yen, means a day other than when banks are closed for general business in Japan;
and
(c)
if such day relates to any fundings, disbursements, settlements and payments in a
currency other than Euro in respect of an Affected Alternative Currency Loan denominated in a
currency other than Euro, or any other dealings in any currency other than Euro to be carried out
pursuant to this Agreement in respect of any such Affected Alternative Currency Loan (other than any
interest rate settings), means any such day on which banks are open for foreign exchange business in
the principal financial center of the country of such currency.
“Committed Loan Notice” means a Committed Loan Notice, Loan Notice, Borrowing Notice,
Continuation/Conversion Notice, or any similar or analogous definition in the Credit Agreement, and such term
shall be deemed to include the Committed Loan Notice attached hereto as Exhibit A.
8
“Conforming Changes” means, with respect to the use, administration of or any conventions associated
with SONIA, EURIBOR, TIBOR or any proposed Successor Rate for any currency, any conforming changes to
the definitions of “SONIA”, “EURIBOR”, “TIBOR”, “Interest Period”, timing and frequency of determining
rates and making payments of interest and other technical, administrative or operational matters (including, for
the avoidance of doubt, the definition of “Business Day”, timing of borrowing requests or prepayment,
conversion or continuation notices and length of lookback periods) as may be appropriate, in the discretion of
the Administrative Agent and in consultation with the Company, to reflect the adoption and implementation of
such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner
substantially consistent with market practice for such currency (or, if the Administrative Agent determines that
adoption of any portion of such market practice is not administratively feasible or that no market practice for
the administration of such rate for such currency exists, in such other manner of administration as the
Administrative Agent determines in consultation with the Company is reasonably necessary in connection with
the administration of this Agreement and any other Loan Document).
“Dollar” and “$” mean lawful money of the United States.
“Dollar Equivalent” means the Dollar Equivalent or any similar or analogous definition in the Credit
Agreement.
“Eurocurrency Rate” means Eurocurrency Rate, LIBOR, Adjusted LIBOR Rate, LIBOR Rate or any
similar or analogous definition in the Credit Agreement.
“Eurocurrency Rate Loans” means a Loan that bears interest at a rate based on the Eurocurrency Rate.
“Euro Swing Line Rate” means Basic ESTR
“ESTR” means, in relation to any day:
(a)
the Euro short-term rate administered by the European Central Bank (or any other
person which takes over the administration of that rate) displayed (before any correction, recalculation
or republication by the administrator) on page “EUROSTR=” of the Thomson Reuters screen (or any
replacement Thomson Reuters page which displays that rate); or
(b)
if the rate otherwise to be determined by clause (a) is not available for ESTR for any
day the applicable ESTR shall the equal the rate notified to the Administrative Agent by the Swing
Line Lender as soon as practicable, and in any event before interest is due to be paid in respect of that
Swing Line Loan, to be that which expresses as a percentage rate per annum the cost to the relevant
Swing Line Lender of funding its participation in that Swing Line Loan for that day from whatever
source it may reasonably select;
provided that if any day during an Interest Period for a Euro Swing Line Rate Loan is not a TARGET
Day, ESTR on that day will be ESTR applicable on the immediately preceding TARGET Day.
“Interest Payment Date” means, (a) as to any Affected Alternative Currency Daily Rate Loan, the last
Business Day of each calendar month and the applicable maturity date set forth in
9
the Credit Agreement and (b) as to any Affected Alternative Currency Term Rate Loan, the last day of each
Interest Period applicable to such Loan; provided, however, that if any Interest Period for an Affected
Alternative Currency Term Rate Loan exceeds three months, the respective dates that fall every three months
after the beginning of such Interest Period shall be Interest Payment Dates.
“Interest Period” means as to each Affected Alternative Currency Term Rate Loan, the period
commencing on the date such Affected Alternative Currency Term Rate Loan is disbursed or converted to or
continued as an Affected Alternative Currency Term Rate Loan and ending on the date one, three or six months
thereafter (in each case, subject to availability for the interest rate applicable to the relevant currency), as
selected by the Company in its Committed Loan Notice, or such other period that is twelve months or less
requested by the Company and consented to by all the Lenders; provided that:
(a)
any Interest Period that would otherwise end on a day that is not a Business Day shall
be extended to the next succeeding Business Day unless, in the case of an Affected Alternative
Currency Term Rate Loan, such Business Day falls in another calendar month, in which case such
Interest Period shall end on the next preceding Business Day;
(b)
any Interest Period pertaining to an Affected Alternative Currency Term Rate Loan
that begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such Interest Period; and
(c)
no Interest Period shall extend beyond the applicable maturity date set forth in the
Credit Agreement.
“Required Lenders” means the Required Lenders, Requisite Lenders, Majority Lenders or any similar
or analogous definition in the Credit Agreement.
“Revaluation Date” means, with respect to any Loan, each of the following: (a) each date of a
Borrowing of an Affected Alternative Currency Loan, (b) with respect to an Affected Alternative Currency
Daily Rate Loan, each Interest Payment Date, (c) each date of a continuation of an Affected Alternative
Currency Term Rate Loan pursuant to the terms of the Credit Agreement, and (d) such additional dates as the
Administrative Agent shall determine or the Required Lenders shall require.
“SONIA” means, with respect to any applicable determination date, the Sterling Overnight Index
Average Reference Rate published on the fifth Business Day preceding such date on the applicable Reuters
screen page (or such other commercially available source providing such quotations as may be designated by
the Administrative Agent from time to time); provided however that if such determination date is not a
Business Day, SONIA means such rate that applied on the first Business Day immediately prior thereto.
“SONIA Adjustment” means, with respect to SONIA, 0.0326% per annum.
“Successor Rate” means the Successor Rate, LIBOR Successor Rate or any similar or analogous
definition in the Credit Agreement.
10
“TARGET2” means the Trans-European Automated Real-time Gross Settlement Express Transfer
payment system which utilizes a single shared platform and which was launched on November 19, 2007.
“TARGET Day” means any day on which TARGET2 (or, if such payment system ceases to be
operative, such other payment system, if any, determined by the Administrative Agent to be a suitable
replacement) is open for the settlement of payments in Euro.
“Type” means, with respect to a Loan, its character as a Base Rate Loan, a Eurocurrency Rate Loan, an
Affected Alternative Currency Daily Rate Loan or an Affected Alternative Currency Term Rate Loan.
2.
Terms Applicable to Affected Alternative Currency Loans. From and after the Amendment
Effective Date, the parties hereto agree as follows:
(a)
Alternative Currencies. (i) No Affected Alternative Currency shall be considered a currency
for which there is a published LIBOR rate, and (ii) any request for a new Loan denominated in an Affected
Alternative Currency, or to continue an existing Loan denominated in an Affected Alternative Currency, shall
be deemed to be a request for a new Loan bearing interest at the Affected Alternative Currency Daily Rate or
Affected Alternative Currency Term Rate, as applicable; provided, that, to the extent any Loan bearing interest
at the Eurocurrency Rate is outstanding on the Amendment Effective Date, such Loan shall continue to bear
interest at the Eurocurrency Rate until the end of the current Interest Period or payment period applicable to
such Loan unless, in the case of a Loan that bears interest at a daily floating rate, such daily floating rate is no
longer representative or being made available, in which case such Loan shall bear interest at the applicable
Affected Alternative Currency Rate immediately upon the effectiveness of this Agreement.
(b)
References to Eurocurrency Rate and Eurocurrency Rate Loans in the Credit Agreement and
Loan Documents.
(i)
References to the Eurocurrency Rate and Eurocurrency Rate Loans in provisions of the
Credit Agreement and the other Loan Documents that are not specifically addressed herein (other than
the definitions of Eurocurrency Rate and Eurocurrency Rate Loan) shall be deemed to include Affected
Alternative Currency Daily Rates, Affected Alternative Currency Term Rates, and Affected
Alternative Currency Loans, as applicable.
(ii)
For purposes of any requirement for the Company to compensate Lenders for losses in
the Credit Agreement resulting from any continuation, conversion, payment or prepayment of any
Affected Alternative Currency Loan on a day other than the last day of any Interest Period (as defined
in the Credit Agreement), references to the Interest Period (as defined in the Credit Agreement) shall
be deemed to include any relevant interest payment date or payment period for an Affected Alternative
Currency Loan.
(c)
Interest Rates. The Administrative Agent does not warrant, nor accept responsibility, nor shall
the Administrative Agent have any liability with respect to the administration, submission or any other matter
related to the rates in the definition of “Affected Alternative Currency Daily Rate”, “Affected Alternative
Currency Term Rate”, “ESTR”, “Basic ESTR” or with respect to any rate (including, for the avoidance of
doubt, the selection of such
11
rate and any related spread or other adjustment) that is an alternative or replacement for or successor to any such
rate or the effect of any of the foregoing, or of any Conforming Changes.
(d)
Revaluation Dates. The Administrative Agent shall determine the Dollar Equivalent amounts
of Borrowings and Loans denominated in Alternative Currencies. Such Dollar Equivalent shall become
effective as of such Revaluation Date and shall be the Dollar Equivalent of such amounts until the next
Revaluation Date to occur.
(e)
Borrowings and Continuations of Affected Alternative Currency Loans. In addition to any
other borrowing requirements set forth in the Credit Agreement:
(i)
Affected Alternative Currency Loans. Each Borrowing of Affected Alternative
Currency Loans, and each continuation of an Affected Alternative Currency Term Rate Loan shall be
made upon the Company’s irrevocable notice to the Administrative Agent, which may be given by (A)
telephone or (B) a Committed Loan Notice; provided that any telephonic notice must be confirmed
immediately by delivery to the Administrative Agent of a Committed Loan Notice. Each such
Committed Loan Notice must be received by the Administrative Agent not later than 11:00 a.m.
(Eastern time) three Business Days (or five Business Days in the case of a Special Notice Currency)
prior to the requested date of any Borrowing or, in the case of Affected Alternative Currency Term
Rate Loans, any continuation; provided, however, that if the Company wishes to request Affected
Alternative Currency Term Rate Loans having an Interest Period other than one, three or six months in
duration as provided in the definition of “Interest Period,” the applicable notice must be received by the
Administrative Agent not later than 11:00 a.m. (Eastern time) five Business Days (or six Business
Days in the case of a Special Notice Currency) prior to the requested date of such Borrowing or
continuation of Affected Alternative Currency Term Rate Loans, whereupon the Administrative Agent
shall give prompt notice to the Lenders of such request and determine whether the requested Interest
Period is acceptable to all of them. Not later than 11:00 a.m. (Eastern time), four Business Days (or
five Business Days in the case of a Special Notice Currency) prior to the requested date of such
Borrowing or continuation of Affected Alternative Currency Term Rate Loans, the Administrative
Agent shall notify the Company (which notice may be by telephone) whether or not the requested
Interest Period has been consented to by all the Lenders. Each Borrowing of or continuation of
Affected Alternative Currency Loans shall be in a principal amount of the Dollar Equivalent of
$5,000,000 or a whole multiple of the Dollar Equivalent of
$1,000,000 in excess thereof. Each Committed Loan Notice shall specify (i) whether the Company is
requesting a Borrowing or a continuation of Affected Alternative Currency Term Rate Loans, (ii) the
requested date of the Borrowing or continuation, as the case may be (which shall be a Business Day),
(iii) the currency and principal amount of Loans to be borrowed or continued, (iv) the Type of Loans to
be borrowed, (v) if applicable, the duration of the Interest Period with respect thereto. If the Company
fails to specify a currency in a Loan Notice requesting a Borrowing, then the Loans so requested shall
be made in Dollars. If the Company fails to specify a Type of Loan in a Committed Loan Notice or if
such Company fails to give a timely notice requesting a continuation, then the applicable Loans shall
be made as Base Rate Loans denominated in Dollars; provided, however, that in the case of a failure to
timely request a continuation of Affected Alternative Currency Term Rate Loans, such Loans shall be
continued as Affected Alternative Currency Term Rate Loans in their original currency with an Interest
Period of one (1) month. If the Company requests a Borrowing of or continuation of Affected
Alternative Currency Term Rate Loans in any such Committed
12
Loan Notice, but fails to specify an Interest Period, it will be deemed to have specified an Interest
Period of one month. Except as otherwise specified in the Credit Agreement, no Affected Alternative
Currency Loan may be converted into or continued as a Loan denominated in a different currency, but
instead must be repaid in the original currency of such Affected Alternative Currency Loan and
reborrowed in the other currency.
(ii)
Conforming Changes. With respect to any Affected Alternative Currency Rate the
Administrative Agent will have the right to make Conforming Changes from time to time and,
notwithstanding anything to the contrary herein, in the Credit Agreement or in any other Loan
Document, any amendments implementing such Conforming Changes will become effective without
any further action or consent of any other party to this Agreement, the Credit Agreement or any other
Loan Document; provided, that, with respect to any such amendment effected, the Administrative
Agent shall post each such amendment implementing such Conforming Changes to the Company and
the Lenders reasonably promptly after such amendment becomes effective.
(iii)
Committed Loan Notice. For purposes of a Borrowing of Affected Alternative
Currency Loans, or a continuation of any Affected Alternative Currency Term Rate Loan, the
Company shall use the Committed Loan Notice attached hereto as Exhibit A.
(f)
Interest.
(i)
Subject to the provisions of the Credit Agreement with respect to default interest, (x)
each Affected Alternative Currency Daily Rate Loan shall bear interest on the outstanding principal
amount thereof from the applicable borrowing date at a rate per annum equal to the Affected
Alternative Currency Daily Rate plus the Applicable Rate;
(y) each Affected Alternative Currency Term Rate Loan shall bear interest on the outstanding principal
amount thereof for each Interest Period at a rate per annum equal to the Affected Alternative Currency
Term Rate for such Interest Period plus the Applicable Rate; and (z) each Swing Line Loan
denominated in Euros shall bear interest on the outstanding principal amount thereof from the
applicable borrowing date at a rate per annum equal to the Euro Swing Line Rate plus the Applicable
Rate.
(ii)
Interest on each Affected Alternative Currency Loan and each Swing Line Loan
denominated in Euros shall be due and payable in arrears on each Interest Payment Date applicable
thereto and at such other times as may be specified the Credit Agreement. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any debtor relief law.
(g)
Computations. All computations of interest for Affected Alternative Currency Loans shall be
made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed, or, in the case of
interest in respect of Affected Alternative Currency Loans as to which market practice differs from the
foregoing, in accordance with such market practice. Interest shall accrue on each Affected Alternative
Currency Loans for the day on which the Affected Alternative Currency Loans is made, and shall not accrue on
an Affected Alternative Currency Loans, or any portion thereof, for the day on which the Affected Alternative
Currency Loans or such portion is paid, provided that any Affected Alternative Currency Loan that is repaid on
the same day on which it is made shall, subject to the terms of the Credit Agreement, bear interest for
13
one day. Each determination by the Administrative Agent of an interest rate or fee hereunder shall be
conclusive and binding for all purposes, absent manifest error.
(h)
Successor Rates. The provisions in the Credit Agreement addressing the replacement of a current
Successor Rate for a currency shall be deemed to apply to Affected Alternative Currency Loans and SONIA,
TIBOR and EURIBOR, as applicable, and the related defined terms shall be deemed to include Sterling, Japanese
Yen and Euros and SONIA, TIBOR and EURIBOR, as applicable.
14
Exhibit A
FORM OF COMMITTED LOAN NOTICE
(Affected Alternative Currency Loans)
Date: ,
1
To: Bank of America, N.A., as Administrative Agent Ladies and
Gentlemen:
Reference is made to that certain Credit Agreement, dated as of August 1, 2019 (as amended, restated, extended,
supplemented or otherwise modified in writing from time to time, the “Credit Agreement;” the terms defined therein
being used herein as therein defined), among Quaker Chemical Corporation, a Pennsylvania corporation (the
“Company”), certain Subsidiaries of the Company party thereto as Designated Borrowers, each guarantor party thereto,
each lender party thereto, and Bank of America, N.A., as Administrative Agent.
The undersigned hereby requests (select one)
2
:
[Revolving Credit Facility]
Indicate:
Borrowing,
Conversion or
Continuation
Indicate:
Borrower
Name
Indicate:
Requested
Amount
Indicate:
Currency
Indicate:
Affected
Alternative
Currency Daily
Rate Loan or
Affected
Alternative
Currency Term
Rate Loan
For Affected
Alternative
Currency Term
Rate Loans
Indicate:
Interest Period
(e.g., 1, 3 or 6
month interest
period)
[Euro Term Facility]
1
effective dates are needed, multiple Committed Loan Notices will need to be prepared and signed.
2
multiple borrowings, conversions and/or continuations for a particular facility, fill out a new row for each borrowing/conversion
and/or continuation.
15
Indicate:
Borrowing,
Conversion or
Continuation
Indicate:
Borrower
Name
Indicate:
Requested
Amount
Indicate:
Currency
Indicate:
Affected
Alternative
Currency Daily
Rate Loan or
Affected
Alternative
Currency Term
Rate Loan
For Affected
Alternative
Currency Term
Rate Loans
Indicate:
Interest Period
(e.g., 1, 3 or 6
month interest
period)
The Borrowing, if any, requested herein complies with the requirements set forth in the Credit Agreement.
QUAKER CHEMICAL CORPORATION
By: Name:
[Type Signatory Name]
Title: [Type Signatory Title]