KWR 10-K Annual Report Dec. 31, 2020 | Alphaminr
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KWR 10-K Fiscal year ended Dec. 31, 2020

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QUAKER CHEMICAL CORP
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TABLE OF CONTENTS
Part INote 10 and Note 26 Of Notes To Consolidated Financial Statements in Item 8 Of This Report For A Discussion Of Certain Income andNote 16 Of Notes To Consolidated Financial Statements Included in Item 8 Of This ReportItem 4(a)Part IINote 7 Of Notes To Consolidated Financial Statements in Item 8 Of This ReportNote 2 and Note 9 Of Notes To Consolidated Financial Statements, Which Appears in Item 8 Of This ReportNote 13 Of Notes To Consolidated Financial Statements, Which Appears in Item 8 Of This ReportNote 1 Significant Accounting PoliciesNote 2 Business CombinationsNote 3 Recently Issued Accounting StandardsNote 4 Business SegmentsNote 5 Net Sales and Revenue RecognitionNote 6 LeasesNote 7 Restructuring and Related ActivitiesNote 8 Share-based CompensationNote 9 Other Expense, Net Other Expense, Net, For The Years Ended December 31, 2020, 2019 and 2018 Are As Follows:Note 9 Other Expense, NetNote 10 Taxes on IncomeNote 11 Earnings Per ShareNote 12 Restricted CashNote 13 Accounts Receivable and Allowance For Doubtful AccountsNote 2 Of Notes To Consolidated Financial Statements. Included in Exchange Rate Changes and Other Adjustments For The Year EndedNote 14 Inventories Inventories, Net, As Of December 31, 2020 and 2019 Were As Follows:Note 14 InventoriesNote 15 Property, Plant and Equipment Property, Plant and Equipment As Of December 31, 2020 and 2019 Were As Follows:Note 15 Property, Plant and EquipmentNote 16 Goodwill and Other Intangible AssetsNote 17 Investments in Associated CompaniesNote 18 Other Non-current Assets Other Non-current Assets As Of December 31, 2020 and 2019 Were As Follows:Note 18 Other Non-current AssetsNote 19 Other Accrued Liabilities Other Accrued Liabilities As Of December 31, 2020 and 2019 Were As Follows:Note 19 Other Accrued LiabilitiesNote 20 Debt Debt As Of December 31, 2020 and 2019 Includes The Following:Note 20 DebtNote 21 Pension and Other Postretirement BenefitsNote 22 Other Non-current Liabilities Other Non-current Liabilities As Of December 31, 2020 and 2019 Were As Follows:Note 22 Other Non-current LiabilitiesNote 23 Equity and Accumulated Other Comprehensive LossNote 24 Fair Value MeasuresNote 25 Hedging ActivitiesNote 26 Commitments and ContingenciesNote 27 Covid-19 Global PandemicPart IIIPart IV

Exhibits

Share Purchase Agreement, dated April 4, 2017, by andamong Quaker Chemical Corporation, a Pennsylvaniacorporation, Gulf Houghton Lubricants, Ltd., an exemptedcompany incorporated under the laws of the Cayman Islands,Global Houghton Ltd., an exempted company incorporatedunder the laws of the Cayman Islands, and certain membersof the management of Global Houghton Ltd. and Gulf HoughtonLubricants, Ltd., as agent for the Sellers.Incorporatedby reference to Exhibit 10.1 as filed by the Registrant withForm 8-K, filed on April 5, 2017. ***Amended and Restated Articles of Incorporation (as amendedthrough July 24, 2019).Incorporated by reference toExhibit 3.1 as filed by the Registrant with its quarterly report onForm 10-Q on August 1, 2019.Restated By-laws (effective May 6, 2015,as amended through March 27, 2020).Incorporated by reference to Exhibit3.2 as filed by Registrant within its quarterly reporton Form 10-Q on May 11, 2020.Registration Rights, dated August 1, 2019, issued to certainmembers of the management of Global Houghton Ltd.andGulf Houghton Lubricants, Ltd. by Quaker ChemicalCorporation. Incorporated by reference to Exhibit 4.5 as filedbyRegistrant on Form S-3 on August 29, 2019.Description of Quaker Houghton common stock. Incorporatedby reference to Exhibit 4.2 asfiled by the Registrant withForm 10-K for the year ended 2019.Convertible Note, Dated May 7, 2020, by and among QuakerChemical Corporation, TEL Nordic Holdings ApS, andLars Skogstad-Jensen.Incorporated by reference to Exhibit 4.3 as filed by Registrant onForm S-3 on May 19, 2020.Settlement Agreement and Release between Registrant, aninactive subsidiary of the Registrant, and Hartford Accidentand Indemnity Company dated December 12, 2005.Incorporated by reference to Exhibit 10 (nnn) as filed by theRegistrant with Form 10-K for the year 2005.Settlement Agreement and Release between Registrant, aninactive subsidiary of Registrant and Federal InsuranceCompany dated March 26, 2007.Incorporatedby reference to Exhibit 10(zzz) as filed by the Registrant with Form10-Q for the quarter ended March 31, 2007.Claim Handling and Funding Agreement between SB Decking,Inc., an inactive subsidiary of Registrant, andEmployers Insurance Company of Wausaudated September 25, 2007.Incorporated by reference to Exhibit 10(ffff)asfiled by the Registrant with Form 10-Q for the quarterended September 30, 2007.Settlement Agreement and Mutual Release entered intobetween AC Products, Inc., wholly owned subsidiary ofRegistrant, and Orange County WaterDistrict, effective November 8, 2007.Incorporated by reference to Exhibit10.47 as filed by the Registrant with Form 10-K for the yearended 2007.Employment Agreement by and between Registrantand Michael F. Barrydated July 1, 2008.Incorporated byreference to Exhibit 10.5 as filed by the Registrant with Form10-Q for the quarter ended June 30, 2008. Change in Control Agreement by and between Registrantand Michael F.Barry dated July 1, 2008.Incorporated byreference to Exhibit 10.6 as filed by the Registrant with Form10-Q for the quarter ended June 30, 2008. Employment Agreement by and between L. WillemPlatzer and Quaker Chemical B.V.,a Netherlands corporationand a subsidiary of Registrant, dated August 21, 2006.Incorporated by reference to Exhibit 10 as filed by theRegistrant with Form 8-K filed on August 22, 2006. Change in Control Agreement by and between Registrantand L. Willem Platzer dated April 2,2007, effectiveJanuary 1, 2007.Incorporated by reference to Exhibit 10(aaaa) as filed bythe Registrant with Form 10-Q for thequarter ended March 31, 2007. Memorandum of Employment by and between Registrantand Joseph Berquist dated April 1, 2010.Incorporated byreference to Exhibit 10.2 as filed by the Registrant with Form10-Q for the quarter ended March 31, 2010. Change in Control Agreement by and between Registrantand Joseph Berquist dated April 1, 2010.Incorporated byreference to Exhibit 10.3 as filed by the Registrant with Form10-Q for the quarter ended March 31, 2010.Employment Agreement by and between Dieter Lainingerand Quaker Chemical B.V.,a subsidiary of the registrant,dated June 1, 2011, effective June 15, 2011.Incorporated by reference to Exhibit 10.1 as filed bythe Registrant withForm 10-Q for the quarter ended June 30, 2011.Change in Control Agreement by and between Registrantand Dieter Laininger dated May 31, 2011,effective June 15,2011.Incorporated by reference to Exhibit 10.2 as filed by the Registrantwith Form 10-Q for the quarter ended June30, 2011.Expatriate Agreement by and between the Registrant andDieter Laininger, dated September 27,2017, effectiveAugust 1, 2019. Incorporated by reference to Exhibit10.1 as filed by the Registrant with Form 10-Q, filedonNovember 12, 2019.Expatriate Agreement by and between the Registrant andAdrian Steeples, dated October 12, 2017, effectiveAugust 1,2019.Incorporated by reference to Exhibit 10.2as filed by the Registrant with Form 10-Q, filed on November12,2019Form of Memorandum of Employment by and betweenthe Registrant and certain executive officers(including RobertTraub, Jeewat Bijlani, Kym Johnsonand David Slinkman).Incorporated by reference to Exhibit 10.3 as filed by theRegistrant with Form 10-Q, filed on November 12, 2019Form of Change of Control Agreement by and betweenthe Registrant and certain executive officers (includingRobertTraub, Jeewat Bijlani, Kym Johnsonand David Slinkman).Incorporated by reference to Exhibit 10.4 as filed by theRegistrant with Form 10-Q, filed on November 12, 2019Memorandum of Employment by and between Registrant andMary Dean Hall, dated and effective November30,2015. Incorporated by reference to Exhibit 10.60 as filedby the Registrant with Form 10-K for the year ended 2015Change in control agreement by and between Registrantand Mary Dean Hall, dated and effective November30, 2015.Incorporated by reference to Exhibit 10.61 as filed bythe Registrant with Form 10-K for the year ended 2015.Terms and Conditionsof Employment by and between Quaker Chemical Ltd andAdrian Steeples, dated December 7,2010. Incorporated by reference to Exhibit 10.19 as filedby the Registrant with Form 10-K for the year ended 2019.Amendment to Termsand Conditions of Employment by and between QuakerChemical Ltd and Adrian Steeples,dated June 15, 2011. Incorporated byreference to Exhibit 10.20 as filed by the Registrant with Form10-K for the yearended 2019. Supplemental Retirement Income Program (as amended andrestated effective January 1, 2008), approved November19, 2008.Incorporated by reference to Exhibit 10.58 as filed by the Registrantwith Form 10-K for the year ended2008. Retirement Savings Plan, as amended and restated effectiveJanuary 1, 2016.Incorporated by reference to Exhibit10.62 as filed by the Registrant with Form 10-K for the yearended 2015. 2011 Long-TermPerformance Incentive Plan.Incorporated by reference to Appendix C to the Registrantsdefinitiveproxy statement filed on March 31, 2011.Form of Restricted Stock Unit Agreement for executiveofficers and other employees under Registrants2011 Long-Term PerformanceIncentive Plan.Incorporated by reference to Exhibit 10.1 as filed by the Registrantwith Form 10-Q for the quarter ended March 31, 2012.Form of Restricted Stock AwardAgreement for executive officers and other employeesunder Registrants 2016 Long-Term PerformanceIncentive Plan.Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form8-Kfiled on May 6, 2016. Form of Restricted Stock Unit Agreement for executiveofficers and other employees under Registrants2016 Long-Term PerformanceIncentive Plan.Incorporated by reference to Exhibit 10.4 as filed by Registrant with Form8-Kfiled on May 6, 2016. Form of Stock Option Agreement for executive officersand other employees under Registrants2016 Long-TermPerformance Incentive Plan. Incorporated by referenceto Exhibit 10.30 as filed by the Registrant with Form 10-K forthe year ended 2019. Financing Agreement by and among Butler CountyPort Authority and Registrant and Brown Brothers Harriman&Co. dated May 15, 2008.Incorporated by reference to Exhibit 10.1 as filed by the Registrant withForm 10-Q for thequarter ended June 30, 2008.Butler County Port Authority Industrial Development RevenueBond dated May 15, 2008.Incorporated by referenceto Exhibit 10.7 as filed by the Registrant with Form 10-Qfor the quarter ended June 30, 2008.Senior Secured Credit Facilities Commitment Letter,dated April 4, 2017, by and among Quaker ChemicalCorporation, Bank of America, N.A., Merrill Lynch,Pierce, Fenner & Smith Incorporated, Deutsche Bank AG NewYorkBranch and Deutsche Bank Securities Inc. Incorporated byreference to Exhibit 10.1 as filed by the Registrantwith Form 8-K, filed on April 7, 2017.Credit Agreement, dated as of August 1, 2019, amongQuaker Chemical Corporation and certain of its subsidiaries,Banks of America, N.A. and each of the lendersfrom time to time party thereto. Incorporated by referenceto Exhibit10.3 as filed by Registrant with Form 8-K filed on August2, 2019.Amendment No. 1, dated as of March 17, 2020,to the Credit Agreement, dated as of August 1, 2019. Incorporatedbyreference to Exhibit 10.1 as filed by the Registrant with Form8-K filed on March 17, 2020.Shareholder Agreement, dated August 1, 2019, amongQuaker Chemical Corporation, Gulf Hungary Holding KorltoltFelelssg Trsasg, Gulf Oil International, Ltd. and GOCLCorporation Limited. Inc. Incorporated by reference toExhibit 10.1 as filed by Registrant with Form 8-K filedon August 2, 2019.Non-Competition and Non-Solicitation Agreement, dated asof August 1, 2019, among Quaker Chemical Corporation,Gulf Houghton Lubricants Ltd., Gulf Oil International,Ltd., GOCL Corporation Limited and Gulf Oil LubricantsIndia, Ltd. Incorporated by reference to Exhibit 10.2as filed by Registrant with Form 8-K filed on August 2, 2019.***Escrow Agreement, dated August 1, 2019, among QuakerChemical Corporation, Gulf Houghton Lubricants, Ltd. andCitibank N.A. Incorporated by reference to Exhibit 4.4as filed by Registrant on Form S-3 on August 29, 2019.***Amendment No 1, effective March 1, 2020,to the Quaker Houghton Retirement Savings Plan. Incorporated byreference to Exhibit 10.2 as filed by the Registrant with its quarterlyreport on Form 10-Q on May 11, 2020.Amendment No 2, effective February 10, 2020,to the Quaker Houghton Retirement Savings Plan. Incorporatedbyreference to Exhibit 10.1 as filed by the Registrant with its quarterlyreport on Form 10-Q on August 5, 2020. Amendment No 3, effective April 17, 2020, tothe Quaker Houghton Retirement Savings Plan. Incorporated byreference to Exhibit 10.2 as filed by the Registrant with its quarterlyreport on Form 10-Q on August 5, 2020. Subsidiaries and Affiliates of the Registrant.*Consent of Independent Registered Public AccountingFirm.*Certification of Chief Executive Officer ofthe Company pursuant to Rule 13a-14(a) of the Securities ExchangeAct of1934.*Certification of Chief Financial Officer ofthe Company pursuant to Rule 13a-14(a) of the Securities ExchangeAct of1934.*Certification of Michael F.Barry pursuant to 18 U.S.C. Section 1350.**Certification of Mary Dean Hall pursuant to 18 U.S.C. Section1350.**