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, 2020
 
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, 2020 and 2019, 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, 2020 and 2019, 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
audits 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 4i – Schedule of
 
Assets (Held at End of Year)
 
as of December 31, 2020 has been subjected to
audits procedures performed in conjunction with the audit
 
of the Plan’s financial statements.
 
The supplemental information is the
responsibility of the Plan’s
 
management.
 
Our audit procedures included determining whether the
 
supplemental information reconciles
to the financial statements or the underlying accounting
 
and other records, as applicable, and performing procedures to test the
completeness and accuracy of the information presented
 
in the supplemental information.
 
In forming our opinion on the supplemental
information, we evaluated whether the supplemental information,
 
including its form and content, is presented in conformity
 
with the
Department of Labor’s Rules and Regulations
 
for Reporting and Disclosure under the Employee Retirement Income
 
Security Act of
1974.
 
In our opinion, the supplemental information is fairly stated, in
 
all material respects, in relation to the financial statements as a
whole.
 
We have served
 
as the Plan’s auditor since 2020.
 
/s/ Baker Tilly US, LLP
 
Philadelphia, Pennsylvania
June 24, 2021
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
2
QUAKER HOUGHTON
RETIREMENT SAVINGS
 
PLAN
 
STATEMENTS
 
OF NET ASSETS AVAILABLE
 
FOR BENEFITS
 
As of December 31,
 
2020
2019
Assets
Investments, at fair value:
Registered investment companies
$
184,684,138
$
96,372,576
Collective trust fund
23,218,127
14,053,213
Quaker Chemical Corporation Stock Fund
47,182,901
34,363,906
Participant-directed brokerage account
2,690,706
1,765,176
Total investments
257,775,872
146,554,871
Receivables:
Employer's contributions
199,643
172,704
Participant notes receivable
2,756,563
2,076,394
Total receivables
2,956,206
2,249,098
Net assets available for benefits
$
260,732,078
$
148,803,969
 
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,
2020
2019
Additions
Investment income:
Interest and dividend income
$
6,300,895
$
3,576,259
Net appreciation in fair value of investments
45,215,330
14,683,064
Total investment
 
income
51,516,225
18,259,323
Interest income, participant notes receivable
167,073
103,644
Contributions:
Employer
6,025,004
3,230,980
Participant
7,803,242
4,853,015
Rollover
3,578,178
237,418
Total contributions
17,406,424
8,321,413
Other additions:
Plan merger assets transfer in
64,902,583
—
Total additions
133,992,305
26,684,380
Deductions
Payment of benefits
22,064,196
21,780,834
Total deductions
22,064,196
21,780,834
Net increase
 
111,928,109
4,903,546
Net assets available for benefits:
Beginning of year
148,803,969
143,900,423
End of year
$
260,732,078
$
148,803,969
 
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”) (formerly the “Quaker
 
Chemical Corporation
Retirement Savings 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 employer
 
s
 
(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”)).
 
The Plan is administered by the Retirement Savings Plan Committee
 
,
 
which is appointed by the Company’s
 
Board
of Directors, and is subject to the Employee Retirement Income
 
Security Act of 1974 (“ERISA”).
 
Employees of the Company and adopting affiliates
 
are eligible to participate in the Plan on their first day
 
of employment or as soon as
administratively practicable thereafter,
 
unless specified differently in any bargaining
 
unit agreement.
 
Plan Amendments
Effective January 1, 2020, the Plan was amended
 
and restated as the “Quaker Houghton Retirement Savings Plan”
 
(the “2020
Restatement”), merging the Houghton International
 
Inc. Tax Advantaged
 
Capital Accumulation Plan and the Wallover
 
Enterprises
Inc. Profit Sharing Plan and Trust into
 
the Plan.
 
The 2020 Restatement changed the Plan to: (i) incorporate amendments
 
adopted after
the 2016 Restatement; (ii) add Houghton and Wallover
 
as participating employers in the Plan; (iii) clarify the definition
 
of
compensation; (iv) increase the deferral limitation
 
from 50% to 75% of compensation; (v) increase the automatic
 
enrollment
percentage to 6% of compensation with automatic
 
increases up to 10% of compensation;
 
(vi) permit hardship withdrawals for all
vested amounts; (vii) permit qualified reservist distributions
 
and deemed severance distributions; and (viii) increase involuntary
 
cash-
outs to $5,000 or less (with automatic rollovers above
 
$1,000).
 
Effective March 1, 2020 pursuant to Amendment
 
No. 1 to the 2020 Restatement, the Plan was amended to
 
automatically enroll
eligible employees hired on or after March 1, 2020
 
as of the first pay date on or after the 30th day after their
 
hire date.
 
Effective February 10, 2020 pursuant to Amendment
 
No. 2 to the 2020 Restatement, the Plan was amended to clarify
 
eligibility for
nonelective contributions for certain collectively bargained
 
employees.
 
Effective April 17, 2020 pursuant to Amendment
 
No. 3 to the 2020 Restatement, the Plan was amended to
 
permit matching
contributions and nonelective contributions to be
 
made in cash or in Company common stock, in the sole discretion
 
of the Retirement
Savings Plan Committee.
Contributions
Participants may elect to contribute on a before-tax
 
and/or after-tax basis any whole percentage of their compensation
 
as defined,
 
up to
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 2020 or 2019,
except as provided in Amendment No. 3 as described
 
above.
 
In addition, the Plan provides for non-elective nondiscret
 
ionary
contributions on behalf of participants who have
 
completed one year of service equal to 3% of the eligible participant's compensation
 
,
as defined.
 
The Company’s Board
 
of Directors (and AC’s Board of
 
Directors with respect to AC participants) reserves the right to
 
make future
discretionary non-elective contributions, which are allocated
 
on the basis of eligible participants’ compensation, as defined.
 
Upon
completing one year of service, an eligible participant is eligible
 
to receive discretionary non-elective contributions on the first
 
day of
the month coinciding with or following the date on
 
which the participant meets the one year of service requirement
 
.
 
Epmar, Summit
and ECLI participants are not eligible for discretionary
 
non-elective contributions.
 
Participants who are eligible to make contributions and
 
who have or will attain age 50 before the end of the Plan year are eligible
 
to
make catch-up contributions in accordance with, and
 
subject to, the limitations of IRC Section 414(v).
 
No Company matching
contributions are made with respect to catch-up contributions.
Quaker Houghton
Retirement Savings Plan
Notes to Financial Statements - Continued
 
5
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 matched both non-elective and elective contributions
 
in shares of the Company’s common
 
stock rather than cash.
 
The
Company made non-cash contributions of approximately
 
$3,111,977 for the year ended December
 
31, 2020.
 
There were no non-cash
contributions made by the Company during the year ended
 
December 31, 2019.
 
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.
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, 2020 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.
Additionally, pursuant
 
to the Coronavirus Aid, Relief and Economic Security Act (“CARES
 
Act”), for participants who are: (i)
“qualified individuals” as defined in the CARES Act, and (ii)
 
have a Plan loan outstanding on or after March 27, 2020,
 
payments on
the loan that are due during the period beginning
 
March 27, 2020 and ending on December 31, 2020, may be delayed
 
for one year.
 
The Plan has not yet been amended to provide for this CARES
 
Act change; the deadline to amend the Plan for CARES Act
 
changes is
December 31, 2022.
Payment of Benefits
Generally, upon
 
separation of service, for any reason, a participant may receive
 
a lump sum amount equal to the value of the
participant’s account.
 
In addition, a participant may elect to take an in-service distribution
 
from their rollover account prior to
reaching age 59 ½, and from all accounts upon reaching
 
age 59 ½.
 
If a participant’s vested account
 
balance exceeds $1,000, the
participant may defer payment until April 1 following
 
the year the participant reaches age 70 ½ or following the year
 
in which the
participant terminates employment, if later.
 
Effective January 1, 2020, pursuant to the Setting Every
 
Community Up for Retirement
Enhancement Act of 2019 (“SECURE Act”), the required
 
minimum distribution age was raised to 72 from 70 ½.
 
Additionally, pursuant
 
to the CARES Act, the Plan allows coronavirus-related penalty
 
-free distributions of up to $100,000 to be made
to “qualified individuals” as defined in the CARES Act.
 
The Plan has not yet been amended to provide for
 
this CARES Act change;
the deadline to amend the Plan for CARES Act changes
 
is December 31, 2022.
Hardship Withdrawals
 
Participants who are actively employed and who meet
 
certain requirements may take a hardship withdrawal from
 
their elective
contributions.
 
Effective January 1, 2020, pursuant to the SECURE Act, participants
 
who receive a hardship withdrawal are eligible to
immediately make contributions following the receipt of the
 
hardship withdrawal.
 
Vesting
Upon entering the Plan, participants are fully vested in
 
Company matching contributions, Company discretionary non
 
-elective
contributions, Company nondiscretionary non-elective
 
contributions and employee deferrals plus actual earnings.
Plan Termination
Although it has not expressed any intent to do
 
so, the Company has the right to terminate the Plan subject to the
 
provisions of ERISA.
 
NOTE 2 – SUMMARY OF ACCOUNTING
 
POLICIES
Basis of Accounting
The Plan’s financial
 
statements are prepared on the accrual basis of accounting.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quaker Houghton
Retirement Savings Plan
Notes to Financial Statements - Continued
 
6
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.
Net investment returns reflect certain fees paid by
 
the investment funds, which include costs for portfolio management,
 
administrative
and other services as described in each fund’s
 
prospectus.
 
These fees are deducted by the investment funds prior to
 
allocation of the
Plan’s investment earnings
 
activity and are therefore not separately identified as Plan expenses.
Participant Notes Receivable
Notes receivable from participants are measured at
 
their unpaid principal balance plus any accrued but unpaid interest.
 
Interest
income is recorded on the accrual basis.
 
No allowance for credit losses was recorded as of December
 
31, 2020 or 2019.
 
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 variou
 
s
 
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, 2020
December 31, 2019
Investments
Balance
% of Net assets
Balance
% of Net assets
Quaker Chemical Corporation Stock Fund
$
47,182,901
18%
$
34,363,906
23%
Vanguard
 
500 Index Fund
26,932,268
10%
19,709,441
13%
 
Due the concentration of investments denoted above, in
 
addition to the level of risk associated with certain inve
 
stments, it is at least
reasonably possible that changes in the value of investments
 
will occur in the near term and that such changes could
 
materially affect
participants’ account balances and the amounts reported in
 
the Statements of Net Assets Available
 
for Benefits.
Quaker Houghton
Retirement Savings Plan
Notes to Financial Statements - Continued
 
7
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.
Participant-Directed Brokerage
 
Account
The participant-directed brokerage account is 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, 2020 and 2019) 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 $23,218,127 and
$14,053,213 as of December 31, 2020 and 2019, 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, 2020 and 2019.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Quaker Houghton
Retirement Savings Plan
Notes to Financial Statements - Continued
 
8
As of December 31, 2020 and 2019, the Plan’s
 
investments measured at fair value on a recurring basis were as follows:
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
$
—
$
—
Fair Value
 
Measurements at December 31, 2019
Total
Using Fair Value
 
Hierarchy
Investments
Fair Value
Level 1
Level 2
Level 3
Registered investment companies
$
96,372,576
$
96,372,576
$
—
$
—
Quaker Chemical Corporation stock fund
34,363,906
34,363,906
—
—
Participant-directed brokerage accounts
1,765,176
1,765,176
—
—
Total investments
 
in fair value hierarchy
$
132,501,658
$
132,501,658
$
—
$
—
Common/collective trust measured at NAV
 
*
14,053,213
Total investments
$
146,554,871
$
132,501,658
$
—
$
—
* Certain investments that are measured at fair value using the NAV per share (or its equivalent) have not been classified in the fair value hierarchy.
 
The fair value
amounts presented in these tables are intended to permit reconciliation of
 
the fair value hierarchies to the line items presented in the Statements of Net
 
Assets Available
for Benefits.
NOTE 5 – RELATED
 
PARTY
 
AND PARTY
 
-IN-INTEREST TRANSACTIONS
The Plan invests in shares of mutual funds and a collective
 
trust managed by an affiliate of VFTC, which acts
 
as the Trustee for Plan
investments.
 
In addition, shares of Company common stock included
 
in the Quaker Chemical Corporation Stock Fund are offered
 
as an investment
to Plan participants.
 
As of December 31, 2020 and 2019, the Plan held approximately
 
186,207 and 208,874 shares of common stock
of Quaker Chemical Corporation, respectively,
 
with a fair value of $47,182,901 and $34,363,906.
 
Total sales at market
 
value related
to the Quaker Chemical Corporation Stock Fund for the
 
years ended December 31, 2020 and 2019 were $11
 
,508,270 and
$14,730,685,
 
respectively.
 
Total
 
contributions into the Quaker Chemical Corporation Stock
 
Fund for the years
 
ended December 31,
2020 and 2019 were $3,275,634 and $611,288
 
,
 
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 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 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, 2020
 
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, Inc
Registered Investment Company
$
9,790,312
*
Vanguard
 
500 Index Fund Investor Shares
Registered Investment Company
26,932,268
*
Vanguard
 
Balanced Index Fund Investor Shares
Registered Investment Company
3,988,786
*
Vanguard
 
Extended Market Index Fund Investor Shares
Registered Investment Company
8,643,863
*
Vanguard
 
Federal Money Market Fund
Registered Investment Company
22,220
*
Vanguard
 
International Growth Fund Investor Shares
Registered Investment Company
11,742,537
*
Vanguard
 
Target
 
Retirement 2015 Fund
Registered Investment Company
1,520,468
*
Vanguard
 
Target
 
Retirement 2020 Fund
Registered Investment Company
10,676,270
*
Vanguard
 
Target
 
Retirement 2025 Fund
Registered Investment Company
20,611,744
*
Vanguard
 
Target
 
Retirement 2030 Fund
Registered Investment Company
16,839,771
*
Vanguard
 
Target
 
Retirement 2035 Fund
Registered Investment Company
10,903,896
*
Vanguard
 
Target
 
Retirement 2040 Fund
Registered Investment Company
9,575,666
*
Vanguard
 
Target
 
Retirement 2045 Fund
Registered Investment Company
6,173,012
*
Vanguard
 
Target
 
Retirement 2050 Fund
Registered Investment Company
5,504,694
*
Vanguard
 
Target
 
Retirement 2055 Fund
Registered Investment Company
3,070,508
*
Vanguard
 
Target
 
Retirement 2060 Fund
Registered Investment Company
929,530
*
Vanguard
 
Target
 
Retirement 2065 Fund
Registered Investment Company
365,198
*
Vanguard
 
Target
 
Retirement Income
Registered Investment Company
2,783,999
*
Vanguard
 
Total Bond Market
 
Index Fund Investor Shares
Registered Investment Company
11,747,869
*
Vanguard
 
Total International
 
Bond Index Fund Investor Shares
Registered Investment Company
1,014,883
*
Vanguard
 
U.S. Growth Fund Investor Shares
Registered Investment Company
16,553,287
*
Vanguard
 
Windsor II Fund Investor Shares
Registered Investment Company
5,293,357
*
Vanguard
 
Brokerage Option
Self-Directed Brokerage Accounts
2,690,706
*
Vanguard
 
Retirement Savings Trust
Common/Collective Trust
23,218,127
*#
Quaker Chemical Corporation Stock Fund
Common Stock Fund
47,182,901
*
Participant notes receivable
(4.25% to 6.50%)
2,756,563
$
260,532,435
 
*
 
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 by the undersigned hereunto duly authorized.
 
 
 
 
 
 
 
 
Quaker Houghton Retirement Savings Plan
June 24, 2021
 
By:
 
/s/ Shane W.
 
Hostetter
 
 
 
 
Shane W.
 
Hostetter, Senior
 
Vice President, Chief Financial
Officer
 
 
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