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Published: 2022-06-23 16:23:04 ET
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11-K 1 kwr202111k.htm FORM 11-K kwr202111k
 
 
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 
FORM 11-K
 
 
[X]
ANNUAL REPORT PURSUANT TO SECTION
 
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
 
[
 
]
TRANSITION REPORT PURSUANT TO
 
SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
 
to
 
Commission file number 001-12019
 
 
A. Full title of the plan and the address of the plan, if different from that
 
of the issuer named below:
Quaker Houghton
 
Retirement Savings Plan
B. Name of issuer of the securities held pursuant to the
 
plan and the address of its principal executive office:
Quaker Chemical Corporation
One Quaker Park
901 E. Hector Street
Conshohocken, PA 19428-2380
 
 
QUAKER HOUGHTON
 
Retirement Savings Plan
Table
 
of Contents
 
 
Page
Number
1
2
3
4-8
Additional Information*
9
 
*
 
Other supplemental schedules required by Section 2520.103-10 of the Department
 
of Labor Rules and
 
 
Regulations for Reporting and Disclosure under ERISA have been omitted because they
 
are not applicable.
10
Exhibits
 
1
Report of Independent Registered Public Accounting Firm
To the Plan Administrator
 
and Plan Participants of
 
Quaker Houghton Retirement Savings Plan:
Opinion on the Financial Statements
We have audited
 
the accompanying statements of net assets available for benefits of the Quaker Houghton
 
Retirement Savings Plan
(the Plan) as of December 31, 2021 and 2020, and the related statements of
 
changes in net assets available for benefits for the years
then ended, and the related notes (collectively referred to as the financial
 
statements). In our opinion, the financial statements present
fairly, in all material
 
respects, the net assets available for benefits of the Plan as of December 31, 2021 and
 
2020, and the changes in
net assets available for benefits for the years then ended, in conformity with
 
accounting principles generally accepted in the United
States of America.
Basis for Opinion
These financial statements are the responsibility of the Plan's management.
 
Our responsibility is to express an opinion on the Plan's
financial statements based on our 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 Plan in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities
 
and Exchange Commission and the PCAOB.
We conducted
 
our audits in accordance with the standards of the PCAOB. Those standards require
 
that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
 
are free of material misstatement, whether due to error or fraud.
 
Our audits included performing procedures to assess the risks of material misstatement
 
of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such
 
procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits
 
also included evaluating the accounting principles used
and significant estimates made by management, as well as evaluating the overall
 
presentation of the financial statements. We
 
believe
that our audits provide a reasonable basis for our opinion.
Supplemental Information
The supplemental Schedule H, Line 4(i)- Schedule of assets (Held at End
 
of Year)
 
has been subjected to audit procedures performed
in conjunction with the audit of the Plan's financial statements. The supplemental
 
information is the responsibility of the Plan's
management. Our audit procedures included determining whether the
 
supplemental information reconciles to the financial statements
or the underlying accounting and other records, as applicable, and performing
 
procedures to test the completeness and accuracy of the
information presented in the supplemental information. In forming our
 
opinion on the supplemental information, we evaluated
whether the supplemental information, including its forms and content, is presented
 
in conformity with the Department of Labor's
Rules and Regulations for Reporting and Disclosure under the Employee
 
Retirement Income Security Act of 1974. In our opinion, the
supplemental information is fairly stated, in all material respects, in relation
 
to the financial statements as a whole.
We have served
 
as the Plan’s auditor since 2020.
/s/ Baker Tilly US, LLP
Philadelphia, Pennsylvania
June 23, 2022
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
QUAKER HOUGHTON
RETIREMENT SAVINGS
 
PLAN
STATEMENTS
 
OF NET ASSETS AVAILABLE
 
FOR BENEFITS
As of December 31,
 
2021
2020
Assets
Investments, at fair value:
Registered investment companies
$
200,220,832
$
184,684,138
Collective trust fund
22,756,870
23,218,127
Quaker Chemical Corporation Stock Fund
41,418,668
47,182,901
Participant-directed brokerage accounts
3,626,110
2,690,706
Total investments
268,022,480
257,775,872
Receivables:
Employer's contributions
200,094
199,643
Plan merger receivable (Note 1)
10,063,135
—
Participant notes receivable
2,605,854
2,756,563
Total receivables
12,869,083
2,956,206
Net assets available for benefits
$
280,891,563
$
260,732,078
The accompanying notes are an integral part
 
of the financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
3
QUAKER HOUGHTON
RETIREMENT SAVINGS
 
PLAN
STATEMENTS
 
OF CHANGES IN NET ASSETS AVAILABLE
 
FOR BENEFITS
For the Year
 
Ended
December 31,
 
2021
2020
Additions
Investment income:
Interest and dividend income
$
9,403,551
$
6,300,895
Net appreciation in fair value of investments
10,895,096
45,215,330
Total investment
 
income
20,298,647
51,516,225
Interest income, participant notes receivable
137,765
167,073
Contributions:
Employer
5,014,894
6,025,004
Participant
8,043,628
7,803,242
Rollover
1,207,625
3,578,178
Total contributions
14,266,147
17,406,424
Other additions:
Plan merger assets transferred in
10,149,772
64,902,583
Total additions
44,852,331
133,992,305
Deductions
Payment of benefits
24,692,846
22,064,196
Total deductions
24,692,846
22,064,196
Net increase
 
20,159,485
111,928,109
Net assets available for benefits:
Beginning of year
260,732,078
148,803,969
End of year
$
280,891,563
$
260,732,078
The accompanying notes are an integral part
 
of the financial statements.
Quaker Houghton
Retirement Savings Plan
Notes to Financial Statements
 
4
NOTE 1 – DESCRIPTION OF PLAN
The following description of the Quaker Houghton Retirement Savings
 
Plan (the “Plan”) provides only general information.
 
The Plan
document provides a complete description of the Plan’s
 
provisions.
General
The Plan is a defined contribution plan for certain U.S. employees of Quaker
 
Chemical Corporation (doing business as Quaker
Houghton) (the “Company”) and participating employers (AC Products,
 
Inc. (“AC”), Epmar Corporation (“Epmar”), Summit
Lubricants, Inc. (“Summit”), ECLI Products, LLC (“ECLI”), Houghton
 
International Inc. (“Houghton”), and Wallover
 
Oil Company,
Inc. (“Wallover”)).
 
Effective as of January 1, 2022, Coral Chemical Company (“Coral”),
 
Ultraseal America, Inc. (“Ultraseal”) and
SIFCO Applied Surface Concepts, LLC (“SIFCO”) became participating
 
employers in the Plan.
 
Additionally, effective
 
January 1,
2022, the Plan was migrated to a volume submitter plan format with Vanguard.
 
The Plan is administered by the Retirement Savings
Plan Committee, which is appointed by the Company’s
 
Board of Directors, and is subject to the Employee Retirement Income
Security Act of 1974 (“ERISA”).
 
Employees of the Company and adopting affiliates are eligible
 
to participate in the Plan on their first day of employment or as soon as
administratively practicable thereafter,
 
unless specified differently in any bargaining unit
 
agreement.
 
During the year ended December 31, 2021, Vanguard
 
revised the share class for a majority of the Plan's investment options in order to
reduce participant plan expenses. Underlying investment holdings
 
for each fund remain materially unchanged.
Plan Amendments
Effective January 1, 2021, the Plan was amended
 
and restated (the “2021 Restatement”).
 
The Plan was previously most recently
amended and restated effective January 1, 2020 (the “2020
 
Restatement”).
 
Effective January 1, 2022, the Coral Chemical Company
401(k) Plan (the “Coral Plan”) and the SIFCO Applied Surface Concepts,
 
LLC 401(k) Plan (the “SIFCO Plan”) were merged into the
Plan.
 
The 2021 Restatement changed the Plan to: (i) incorporate the amendments adopted
 
in 2020 after the effective date of the 2020
Restatement, and (ii) effective January 1, 2022, add
 
Coral and SIFCO as participating employers in the Plan.
 
On December 31, 2021
(the “Coral Plan Transfer Date”), net assets, including
 
notes receivable from participants,
 
totaling $10,149,772 were transferred from
the Coral Plan to the Plan.
 
Similarly, on January 4, 2022 and February
 
24, 2022 (the “SIFCO Plan Transfer Dates”), net
 
assets,
including notes receivable from participants,
 
totaling $8,485,318 were transferred from the SIFCO Plan to the Plan.
Contributions
Participants may elect to contribute on a before-tax and/or after-tax
 
basis any whole percentage of their compensation as defined, up to
75%, during the year, not to exceed
 
the annual Internal Revenue Code (“IRC”) limits.
 
At the discretion of the Retirement Savings
Plan Committee, the Plan matches 50% of the first 6% of compensation as defined
 
that is contributed to the Plan, with a maximum
matching contribution of 3% of compensation.
 
No changes were made to the discretionary matching provision during 2021.
 
In
addition, the Plan provides for non-elective nondiscretionary contributions
 
on behalf of participants who have completed one year of
service equal to 3% of the eligible participant's compensation,
 
as defined.
 
The Company’s Board of Directors (and
 
AC’s Board of Directors with respect to AC participants)
 
reserves the right to make future
discretionary non-elective contributions, which are allocated on the basis of
 
eligible participants’ compensation, as defined.
 
Upon
completing one year of service, an eligible participant is eligible to receive discretionary
 
non-elective contributions on the first day of
the month coinciding with or following the date on which the participant
 
meets the one year of service requirement.
 
Epmar, Summit,
ECLI, Houghton, Wallover,
 
Ultraseal, Coral and SIFCO participants are not eligible for discretionary non
 
-elective contributions.
 
Participants who are eligible to make contributions and who have or will attain age
 
50 before the end of the Plan year are eligible to
make catch-up contributions in accordance with, and subject to, the limitations
 
of IRC Section 414(v).
 
No Company matching
contributions are made with respect to catch-up contributions.
Beginning with the first pay date on or after April 17, 2020 and continuing
 
until the first pay date on or after April 1, 2021, the
Company made both non-elective contributions and matching contributions
 
in shares of the Company’s common stock
 
rather than
cash.
 
The Company made non-cash contributions of approximately $1,551,043
 
and $3,111,977 for the years ended
 
December 31,
2021 and 2020, respectively.
Participant Accounts
Each participant’s account
 
is credited or deducted with the participant’s contribution
 
and any applicable direct expenses and allocation
of the Company’s contributions
 
and any Plan earnings and losses.
 
Allocations are based on participant earnings, account balances, or
specific participation transactions, as defined.
 
The benefit to which a participant is entitled is the benefit that can be provided
 
from the
participant’s vested account
 
balance.
Quaker Houghton
Retirement Savings Plan
Notes to Financial Statements - Continued
5
Participant Notes Receivable
Participants may borrow from their fund accounts (other than amounts
 
invested in the Company Stock Fund) an amount limited to the
lesser of $50,000 or 50% of the participant’s
 
vested account balance.
 
The loans bear interest at a rate equal to the prevailing rate of
interest charged for similar loans by lending institutions
 
in the community (generally the prime rate), plus 1%.
 
The term of each
participant loan generally may not exceed five years except for the
 
purchase of principal residence loans.
 
Interest rates on outstanding
participant notes receivable at December 31, 2021 ranged from 4.25%
 
to 6.50%.
 
Principal and interest are paid ratably through
periodic payroll deductions.
 
Loan application fees and annual maintenance fees on all outstanding
 
loans are paid by the participant.
Payment of Benefits
Generally, upon
 
separation of service, for any reason, a participant may receive a lump sum amount equal
 
to the value of the
participant’s account.
 
In addition, a participant may elect to take an in-service distribution from
 
their rollover account prior to
reaching age 59 ½, and from all accounts upon reaching age 59 ½.
 
If a participant’s vested account balance
 
exceeds $1,000, the
participant may defer payment until April 1 following the year the participant
 
reaches age 70 ½ or following the year in which the
participant terminates employment, if later.
 
Effective January 1, 2020, pursuant to the Setting Every Community
 
Up for Retirement
Enhancement Act of 2019 (“SECURE Act”), the required minimum
 
distribution age was raised to 72 from 70 ½.
 
Hardship Withdrawals
Participants who are actively employed and who meet certain requirements
 
may take a hardship withdrawal from their elective
contributions.
 
Vesting
Upon entering the Plan, participants are fully vested in Company matching
 
contributions, Company discretionary non-elective
contributions, Company nondiscretionary non-elective contributions
 
and employee deferrals plus actual earnings.
Plan Termination
Although it has not expressed any intent to do so, the Company has the
 
right to terminate the Plan subject to the provisions of ERISA.
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES
Basis of Accounting
The Plan’s financial statements are prepared
 
on the accrual basis of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting
 
principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect
 
the reported amounts of assets, liabilities, and changes therein,
and disclosure of contingent assets and liabilities.
 
The most significant estimate is the determination of the fair values of
 
the Plan’s
investments.
 
Actual results could differ from those estimates.
Administration of Plan Assets
The Plan’s assets are held by a collective
 
trust managed by an affiliate of Vanguard
 
Fiduciary Trust Company (“VFTC”), which acts
as the Trustee for Plan investments.
 
Certain administrative functions are performed by officers or employees
 
of the Company.
 
No
such officer or employee receives compensation from the Plan.
 
Substantially all administrative expenses, including the Trustee’s
 
and
audit fees, are paid directly by the Company and are therefore excluded from
 
these financial statements.
 
Investment Valuation
 
and Income Recognition
The Plan’s investments are recorded
 
at fair value.
 
Fair value is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement
 
date.
 
Plan management determines the Plan’s
valuation policies utilizing information provided by the Trustee.
 
Refer to Note 4 – Fair Value
 
Measures for further information.
Purchases and sales of investments are recorded on a trade-date basis.
 
Net appreciation in fair value of investments includes gains and
losses on investments bought and sold during the year as well as unrealized
 
gains and losses on those held at year end.
 
Interest
income is accrued when earned.
 
Dividend income is recorded on the ex-dividend date.
 
Capital gain distributions are included in
dividend income.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quaker Houghton
Retirement Savings Plan
Notes to Financial Statements - Continued
6
Net investment returns reflect certain fees paid by the investment funds,
 
which include costs for portfolio management, administrative
and other services as described in each fund’s
 
prospectus.
 
These fees are deducted by the investment funds prior to allocation of the
Plan’s investment earnings
 
activity and are therefore not separately identified as Plan expenses.
Participant Notes Receivable
Notes receivable from participants are measured at their unpaid principal balance
 
plus any accrued but unpaid interest.
 
Interest
income is recorded on the accrual basis.
 
No allowance for credit losses were recorded as of December 31, 2021 or
 
2020.
 
Delinquent
notes receivable from participants are recorded as a benefit payment when the
 
Plan Administrator deems the participant note
receivable to be in default based on the terms of the Plan document.
 
Payment of Benefits
Benefits are recorded when paid.
NOTE 3 – RISKS AND UNCERTAINTIES
Investment securities are exposed to various risks such as interest rate, credit
 
and overall market volatility.
 
Due to the risks associated
with investment securities, it is possible that changes in the values of investment
 
securities will occur in the near term and that such
changes could materially affect participants’ account balances and
 
the amounts reported in the Statements of Net Assets Available
 
for
Benefits.
 
The Plan therefore provides for investment options in various investment
 
securities, which allows participants to diversify
their securities portfolios and mitigate these risks.
The following table shows details on investments that represent a concentration
 
of greater than 10% of the Plan’s net assets:
December 31, 2021
December 31, 2020
Investments
Balance
% of Net assets
Balance
% of Net assets
Quaker Chemical Corporation Stock Fund
$
41,418,668
15%
$
47,182,901
18%
Vanguard
 
Institutional Index Fund Inst'l Shares
34,505,785
12%
26,932,268
10%
Due the concentration of investments denoted above, in addition
 
to the level of risk associated with certain investments, it is at least
reasonably possible that changes in the value of investments will occur
 
in the near term and that such changes could materially affect
participants’ account balances and the amounts reported in the Statements of
 
Net Assets Available for
 
Benefits.
NOTE 4 – FAIR VALUE
 
MEASURES
The Plan applies the guidance of the Financial Accounting Standards
 
Board regarding fair value measurements, which establishes a
common definition for fair value.
 
Specifically, the guidance utilizes a fair
 
value hierarchy that prioritizes the inputs to valuation
techniques used to measure fair value into three broad levels.
 
The following is a brief description of those three levels:
●
Level 1: Observable inputs such as quoted prices (unadjusted) in active markets
 
for identical assets or liabilities.
●
Level 2: Inputs other than quoted prices that are observable for the asset or liability,
 
either directly or indirectly.
 
These
include quoted prices for similar assets or liabilities in active markets and quoted
 
prices for identical or similar assets or
liabilities in markets that are not active.
●
Level 3: Unobservable inputs that reflect the reporting entity’s
 
own assumptions.
The following is a description of the valuation methodologies used for
 
the investments measured at fair value, including the general
classification of such instruments pursuant to the valuation hierarchy:
Registered Investment Companies
The shares of registered investment companies, which represent the Net Asset Value
 
(“NAV”)
 
of shares held by the Plan, are
valued based on quoted market prices on an exchange in an active market
 
and are classified as Level 1 investments.
 
Common Stock Fund
The common stock fund is comprised of investments in the Quaker Chemical
 
Corporation Stock Fund, which is composed of
shares of the Company and uninvested cash.
 
The shares of the Company are traded on an exchange in an active market and are
classified as a Level 1 investment.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quaker Houghton
Retirement Savings Plan
Notes to Financial Statements - Continued
7
Participant-Directed Broker
 
age Accounts
The participant-directed brokerage accounts are mainly composed of
 
investments in common stock, registered investment
companies and warrants, which are valued based on quoted market prices
 
on an exchange in an active market and are classified as
Level 1 investments.
Common/Collective
 
Trust
The Plan also invests in a common/collective trust, the Vanguard
 
Retirement Savings Trust (the “Trust”),
 
a stable value fund that
invests in the Vanguard
 
Retirement Savings Master Trust (“VRSMT”).
 
The VRSMT is composed of an investment in fully
benefit-responsive contracts that are issued by insurance companies
 
and commercial banks and in contracts that are backed by
bond funds and trusts that are selected by Vanguard
 
Fiduciary Trust Employer,
 
the Trustee.
 
Contract value, as reported by
VRSMT, is the amount
 
participants would receive if they were to initiate a permitted transaction under the terms of the Plan, and
also, represents contributions made under the contract, plus earnings,
 
less participant withdrawals.
 
Participants may ordinarily
direct the withdrawal or transfer of all or a portion of their investment at contract
 
value.
 
Certain events limit the Plan’s ability to
transact at contract value, including: 1) premature termination of the
 
contracts by the Plan; 2) Plan termination; and 3) bankruptcy
of the Plan sponsor.
 
The Plan administrator does not believe that any events that would limit the Plan’s
 
ability to transact at
contract value with Plan participants are probable of occurring.
 
Contract issuers may terminate and settle the contracts at other
than contract value if there is a change in qualification status of a participant,
 
sponsor or plan, a breach of material obligations
under the contract and misrepresentation by the contract holder or
 
failure of the underlying portfolio to conform to pre-established
investment guidelines.
 
The Trust is valued at the NAV
 
of units held at year end.
 
The
NAV,
as provided by the Trustee, is used as
a practical expedient to estimate fair value.
 
The NAV
 
($1 at each December 31, 2021 and 2020) is based on the fair value of the
underlying investments less any liabilities.
 
The practical expedient would not be used when it is determined
 
to be probable that
the Trust will sell the investment for an amount
 
different than the reported
NAV.
 
The Trust has a fair value of $22,756,870 and
$23,218,127 as of December 31, 2021 and 2020, respectively,
 
with no unfunded commitments, daily pricing frequency,
 
and daily
redemption notice periods.
The valuation methodologies described above may produce fair
 
value calculations that may not be indicative of net realizable value or
reflective of future fair values.
 
Furthermore, while the Plan believes its valuation methodologies are appropriate
 
and consistent with
other market participants, the use of different methodologies or
 
assumptions to determine the fair value of certain financial
instruments could result in a different fair value measurement
 
at the reporting date.
 
There have been no significant changes in
methodologies used or transfers between levels during the years ended
 
December 31, 2021 and 2020.
As of December 31, 2021 and 2020, the Plan’s
 
investments measured at fair value on a recurring basis were as follows:
Fair Value
 
Measurements at December 31, 2021
Total
Using Fair Value
 
Hierarchy
Investments
Fair Value
Level 1
Level 2
Level 3
Registered investment companies
$
200,220,832
$
200,220,832
$
—
$
—
Quaker Chemical Corporation stock fund
41,418,668
41,418,668
—
—
Participant-directed brokerage accounts
3,626,110
3,626,110
—
—
Total investments in
 
fair value hierarchy
245,265,610
245,265,610
—
—
Common/collective trust measured at NAV
 
*
22,756,870
Total investments
$
268,022,480
$
245,265,610
$
—
$
—
Fair Value
 
Measurements at December 31, 2020
Total
Using Fair Value
 
Hierarchy
Investments
Fair Value
Level 1
Level 2
Level 3
Registered investment companies
$
184,684,138
$
184,684,138
$
—
$
—
Quaker Chemical Corporation stock fund
47,182,901
47,182,901
—
—
Participant-directed brokerage accounts
2,690,706
2,690,706
—
—
Total investments in
 
fair value hierarchy
234,557,745
234,557,745
—
—
Common/collective trust measured at NAV
 
*
23,218,127
Total investments
$
257,775,872
$
234,557,745
$
—
$
—
* Certain investments that are measured at fair value using
 
the NAV per share (or its equivalent) have not been classified in the fair value hierarchy.
 
The fair value
amounts presented in these tables are intended to permit reconciliation
 
of the fair value hierarchies to the line items presented in the Statements
 
of Net Assets Available
for Benefits.
Quaker Houghton
Retirement Savings Plan
Notes to Financial Statements - Continued
8
NOTE 5 – RELATED PARTY
 
AND PARTY
 
-IN-INTEREST TRANSACTIONS
The Plan invests in shares of mutual funds and a collective trust managed by
 
an affiliate of VFTC, which acts as the Trustee for
 
Plan
investments.
 
In addition, shares of Company common stock included in the Quaker
 
Chemical Corporation Stock Fund are offered as an investment
to Plan participants.
 
As of December 31, 2021 and 2020, the Plan held approximately 179,473 and 186,207
 
shares of common stock
of Quaker Chemical Corporation, respectively,
 
with a fair value of $41,418,668 and $47,182,901.
 
Total sales at market value related
to the Quaker Chemical Corporation Stock Fund for the years ended
 
December 31, 2021 and 2020 were $8,423,544 and $11,508,270,
respectively.
 
Total contributions into
 
the Quaker Chemical Corporation Stock Fund for the years ended December 31,
 
2021 and 2020
were $3,117,113
 
and $3,275,634, respectively.
 
Transactions in such investments qualify as party-in-interest
 
transactions and are
exempt from the prohibited transaction rules.
 
Participant notes receivable qualify as party-in-interest transactions and
 
are exempt from the prohibited transaction rules.
NOTE 6 – TAX STATUS
The Internal Revenue Service (“IRS”) informed the Company by
 
letter dated November 15, 2017 that the Plan is qualified under IRC
Section 401(a).
 
The Plan has since been amended;
 
however, the Plan administrator continues to believe
 
the Plan is currently designed
and being operated in compliance with the applicable requirements of the IRC.
 
The Plan administrator has not identified any
uncertain tax positions which would require adjustment to or disclosure
 
in the Plan’s financial statements.
 
The IRS has the ability to
examine the Plan’s tax return filings
 
for all open tax years, which generally relate to the three prior years; however,
 
there are currently
no audits for any tax periods in progress.
 
The Plan administrator believes it is no longer subject to income tax examinations for
 
years
prior to 2017.
NOTE 7 – SUBSEQUENT EVENTS
The Company and the Plan have evaluated subsequent events through the date
 
that these financial statements were available to be
issued, and there were no subsequent events, except the plan mergers
 
disclosed in Note 1, which would require an adjustment or
additional disclosures to the financial statements.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Schedule I
Quaker Houghton
Retirement Savings Plan
Schedule of Assets (Held at End of Year)
As of December 31, 2021
Quaker Houghton Retirement Savings Plan, EIN 23-0993790, PN 112
Attachment to Form 5500, Schedule H, Part IV,
 
Line 4 (i):
9
(a)
(b) Identity of issue, borrower,
 
lessor, or
 
similar party
(c) Description of investment
including maturity date, rate of
interest, collateral, par,
 
or
maturity value
(e) Current
Value
 
Columbia Small Cap Growth Fund, Inst'l 3 Class
Registered Investment Company
$
6,688,222
*
Vanguard
 
Institutional Index Fund Inst'l Shares
Registered Investment Company
34,505,785
*
Vanguard
 
Balanced Index Fund Admiral Shares
Registered Investment Company
4,589,668
*
Vanguard
 
Extended Market Index Fund: Inst'l Shares
Registered Investment Company
9,630,049
*
Vanguard
 
Federal Money Market Fund
Registered Investment Company
25,222
*
Vanguard
 
International Growth Fund Admiral Shares
Registered Investment Company
10,628,508
*
Vanguard
 
Institutional Target
 
Retirement 2015 Fund
Registered Investment Company
1,727,469
*
Vanguard
 
Institutional Target
 
Retirement 2020 Fund
Registered Investment Company
11,205,025
*
Vanguard
 
Institutional Target
 
Retirement 2025 Fund
Registered Investment Company
20,050,661
*
Vanguard
 
Institutional Target
 
Retirement 2030 Fund
Registered Investment Company
19,743,826
*
Vanguard
 
Institutional Target
 
Retirement 2035 Fund
Registered Investment Company
11,286,861
*
Vanguard
 
Institutional Target
 
Retirement 2040 Fund
Registered Investment Company
10,975,303
*
Vanguard
 
Institutional Target
 
Retirement 2045 Fund
Registered Investment Company
7,917,377
*
Vanguard
 
Institutional Target
 
Retirement 2050 Fund
Registered Investment Company
7,020,745
*
Vanguard
 
Institutional Target
 
Retirement 2055 Fund
Registered Investment Company
3,861,476
*
Vanguard
 
Institutional Target
 
Retirement 2060 Fund
Registered Investment Company
1,362,923
*
Vanguard
 
Institutional Target
 
Retirement 2065 Fund
Registered Investment Company
643,780
*
Vanguard
 
Institutional Target
 
Retirement Income Fund
Registered Investment Company
1,765,330
*
Vanguard
 
Total Bond Market Index
 
Fund: Inst'l Shr
Registered Investment Company
10,706,525
*
Vanguard
 
Total International Bond
 
Index Fund Admiral Shr
Registered Investment Company
934,603
*
Vanguard
 
U.S. Growth Fund Admiral Shares
Registered Investment Company
16,663,101
*
Vanguard
 
Windsor II Fund Admiral Shares
Registered Investment Company
8,288,373
*
Vanguard
 
Brokerage Fund
Self-Directed Brokerage Accounts
3,626,110
*
Vanguard
 
Retirement Savings Trust III
Common/Collective Trust
22,756,870
*#
Quaker Chemical Corporation Stock Fund
Common Stock Fund
41,418,668
*
Participant notes receivable
(4.25% to 6.50%)
2,605,854
$
270,628,334
*
 
Party-in-Interest
#
 
Related party
(d)
 
Column (d) is omitted as cost is not required for participant directed investments
 
10
Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other
 
persons who administer the employee
benefit plan) have duly caused this annual report to be signed on its behalf by the
 
undersigned hereunto duly authorized.
 
 
Quaker Houghton Retirement Savings Plan
Date: June 23, 2022
 
By:
/s/ Shane W. Hostetter
 
 
 
Shane W.
 
Hostetter, Senior Vice
 
President, Chief Financial Officer