KWR 10-K Annual Report Dec. 31, 2021 | Alphaminr
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KWR 10-K Fiscal year ended Dec. 31, 2021

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QUAKER CHEMICAL CORP
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TABLE OF CONTENTS
Part INote 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 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 Income (expense), NetNote 10 Taxes on IncomeNote 11 Earnings Per ShareNote 12 Restricted CashNote 13 Accounts Receivable and Allowance For Doubtful AccountsNote 14 Inventories Inventories, Net, As Of December 31, 2021 and 2020 Were As Follows:Note 14 InventoriesNote 15 Property, Plant and Equipment Property, Plant and Equipment As Of December 31, 2021 and 2020 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, 2021 and 2020 Were As Follows:Note 18 Other Non-current AssetsNote 19 Other Accrued Liabilities Other Accrued Liabilities As Of December 31, 2021 and 2020 Were As Follows:Note 19 Other Accrued LiabilitiesNote 20 Debt Debt As Of December 31, 2021 and 2020 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, 2021 and 2020 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 ContingenciesPart IIIPart IV

Exhibits

Share Purchase Agreement, dated April 4, 2017, by and among QuakerChemical Corporation, a Pennsylvaniacorporation, Gulf Houghton Lubricants, Ltd., an exempted companyincorporated under the laws of the Cayman Islands,Global Houghton Ltd., an exempted company incorporated underthe laws of the Cayman Islands, and certain membersof the management of Global Houghton Ltd. and Gulf Houghton Lubricants,Ltd., as agent for the Sellers.Incorporatedby reference to Exhibit 10.1 as filed by the Registrant with Form 8-K, filedon April 5, 2017. ***Amended and Restated Articles of Incorporation (as amended throughJuly 24, 2019).Incorporated by reference toExhibit 3.1 as filed by the Registrant with its quarterly report on Form 10-Q onAugust 1, 2019.Restated By-laws (effective May 6, 2015, as amendedthrough March 27, 2020).Incorporated by reference to Exhibit3.2 as filed by Registrant within its quarterly report on Form 10-Q on May 11,2020.Registration Rights, dated August 1, 2019, issued to certain membersof the management of Global Houghton Ltd. andGulf HoughtonLubricants, Ltd. by Quaker Chemical Corporation. Incorporated by referenceto Exhibit 4.5 as filed byRegistrant on Form S-3 on August 29, 2019.Description of Quaker Houghton common stock. Incorporated by referenceto Exhibit 4.2 as filed by the Registrant withForm 10-K for the year ended 2019.Claim Handling and Funding Agreement between SB Decking, Inc., an inactivesubsidiary 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 quarter ended September30, 2007.Settlement Agreement and Mutual Release entered into betweenAC 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 year ended 2007.Employment Agreement by and between Registrant and Michael F.Barry dated July 1, 2008.Incorporated byreference to Exhibit 10.5 as filed by the Registrant with Form 10-Q for the quarterended June 30, 2008. Change in Control Agreement by and between Registrant and MichaelF. Barry dated July 1,2008.Incorporated byreference to Exhibit 10.6 as filed by the Registrant with Form 10-Q for the quarterended 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 Registrant and L. WillemPlatzer dated April 2, 2007, effectiveJanuary 1, 2007.Incorporated by reference to Exhibit 10(aaaa) as filed by the Registrant with Form10-Q for thequarter ended March 31, 2007. Memorandum of Employment by and between Registrant and JosephBerquist dated April 1, 2010.Incorporated byreference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarterended March 31, 2010. Change in Control Agreement by and between Registrant and JosephBerquist dated April 1, 2010.Incorporated byreference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarterended March 31, 2010.Employment Agreement by and between Registrant and Joseph Berquistdated August 18 2021, effective onSeptember 9, 2021.Incorporated by reference to Exhibit 10.3 as filed by the registrant with Form 10-Qfor the quarterended September 30, 2021.Employment Agreement by and between Dieter Lainingerand Quaker Chemical B.V.,a subsidiary of the registrant,dated June 1, 2011, effectiveJune 15, 2011.Incorporated by reference to Exhibit 10.1 as filed by the Registrant withForm 10-Q for the quarter ended June 30, 2011Change in Control Agreement by and between Registrant and Dieter Lainingerdated May 31, 2011, effectiveJune 15,2011.Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form10-Q for the quarter ended June30, 2011Employment Agreement by and between Registrant and Andrew Tometichdated September 2, 2021, effective onOctober 11, 2021.Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Qfor the quarterended September 30, 2021.hange in Control Agreement by and between Registrant and AndrewTometich dated September 2, 2021,effective onOctober 11, 2021.Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Qfor the quarterended on September 30, 2021Expatriate Agreement by and between the Registrant and Dieter Laininger,dated September 27, 2017, effectiveAugust 1, 2019. Incorporated by reference to Exhibit 10.1 as filed bythe Registrant with Form 10-Q, filed onNovember 12, 2019.Expatriate Agreement by and between the Registrant and AdrianSteeples, dated October 12, 2017, effective August 1,2019.Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form10-Q, filed on November 12,2019Form of Memorandum of Employment by and between the Registrant andcertain executive officers (including RobertTraub, Jeewat Bijlani, Kym Johnson and DavidSlinkman).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 between the Registrant and certainexecutive officers (including RobertTraub, Jeewat Bijlani, Kym Johnson and DavidSlinkman).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 and MaryDean Hall, dated and effective November 30,2015. Incorporated by reference to Exhibit 10.60 as filed by the Registrant withForm 10-K for the year ended 2015Memorandum of Employment by and between the Registrant andShane Hostetter dated and effective April 19, 2021.Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form10-Q for the quarter ended on March31, 2021. Form of Change of Control Agreement by and between the Registrant and ShaneHostetter dated and effective April19, 2021.Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form10-Q for the quarter thatended on March 31, 2021.Memorandum of Employment by and between the Registrant and DavidWill dated March 22, 2021 and effectiveApril 19, 2021. Incorporated by reference to Exhibit 10.3 as filed bythe Registrant with Form 10-Q for the quarterended on March 31, 2021.Terms and Conditionsof Employment by and between Quaker Chemical Ltd and Adrian Steeples, datedDecember 7,2010. Incorporated by reference to Exhibit 10.19 as filed by the Registrant with Form10-K for the year ended 2019.Amendment to Termsand Conditions of Employment by and between Quaker Chemical Ltd andAdrian Steeples,dated June 15, 2011. Incorporated by referenceto Exhibit 10.20 as filed by the Registrant with Form 10-K for the yearended 2019. Supplemental Retirement Income Program (as amended and restated effectiveJanuary 1, 2008), approved November19, 2008.Incorporated by reference to Exhibit 10.58 as filed by the Registrant with Form 10-Kfor the year ended2008. Retirement Savings Plan, as amended and restated effective January22, 2021, approved November 1, 2021. *Quaker Houghton Annual Incentive Plan (as amended and restated effectiveNovember 17, 2021). *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 executive officers andother employees under Registrants 2011Long-Term PerformanceIncentive Plan.Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form10-Q for the quarter ended March 31, 2012.Form of Restricted Stock AwardAgreement for executive officers and other employees underRegistrants 2016 Long-Term PerformanceIncentive Plan.Incorporated by reference to Exhibit 10.3 as filed by Registrant with Form 8-Kfiled on May 6, 2016. Form of Restricted Stock Unit Agreement for executive officers andother employees under Registrants 2016Long-Term PerformanceIncentive Plan.Incorporated by reference to Exhibit 10.4 as filed by Registrant with Form 8-Kfiled on May 6, 2016. Form of Stock Option Agreement for executive officersand other employees under Registrants2016 Long-TermPerformance Incentive Plan. Incorporated by reference to Exhibit 10.30as filed by the Registrant with Form 10-K forthe year ended 2019. Chief Executive Officer TransitionAgreement dated April 22, 2021, effective December 31, 2021.Incorporated byreference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarterended on March 31, 2021Form of Restricted Stock AwardAgreement for non-employee directors under Registrants2016 Long-TermPerformance Incentive Plan.Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Qforthe quarter ended on June 30, 2021Form of Restricted Stock AwardAgreement for executive officers and other employees under Registrants2016 Long-Term PerformanceIncentive Plan.Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form10-Q for the quarter ended on June 30, 2021.Form of Incentive Stock Option AwardAgreement for executive officers and other employees under Registrants2016Long-Term PerformanceIncentive Plan. Incorporated by reference to Exhibit 10.3 as filed bythe Registrant withForm 10-Q for the quarter ended on June 30, 2021Form of Non-Qualified Stock Option AwardAgreement for executive officers and other employees underRegistrants2016 Long-TermPerformance Incentive Plan.Incorporated by reference to Exhibit 10.4 as filed by the Registrantwith Form 10-Q for the quarter ended on June 30, 2021.Form of Restricted Stock Unit AwardAgreement for executive officers and other employees underRegistrants 2016Long-Term PerformanceIncentive Plan.Incorporated by reference to Exhibit 10.5 as filed by the Registrant withForm 10-Q for the quarter ended on June 30, 2021.Form of Performance Stock Unit AwardAgreement for executive officers and other employees underRegistrants2016 Long-TermPerformance Incentive Plan.Incorporated by reference to Exhibit 10.6 as filed by the Registrantwith Form 10-Q for the quarter ended on June 30, 2021.Financing Agreement by and among Butler County Port Authorityand Registrant and Brown Brothers Harriman &Co. dated May 15, 2008.Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form10-Q for thequarter ended June 30, 2008.Butler County Port Authority Industrial Development Revenue Bonddated May 15, 2008.Incorporated by referenceto Exhibit 10.7 as filed by the Registrant with Form 10-Q for the quarter ended June30, 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 by reference to Exhibit10.1 as filed by the Registrantwith Form 8-K, filed on April 7, 2017.Credit Agreement, dated as of August 1, 2019, among Quaker Chemical Corporationand certain of its subsidiaries,Banks of America, N.A. and each of the lenders from time to time partythereto. Incorporated by reference to Exhibit10.3 as filed by Registrant with Form 8-K filed on August 2, 2019.Amendment No. 1, dated as of March 17, 2020, to the Credit Agreement, datedas of August 1, 2019. Incorporated byreference to Exhibit 10.1 as filed by the Registrant with Form 8-K filed onMarch 17, 2020.Amendment No. 2, dated as of December 10, 2021, to the Credit Agreement,dated as of August 1, 2019.*Shareholder Agreement, dated August 1, 2019, among Quaker ChemicalCorporation, Gulf Hungary Holding KorltoltFelelssg Trsasg, Gulf Oil International, Ltd. and GOCL CorporationLimited. Inc. Incorporated by reference toExhibit 10.1 as filed by Registrant with Form 8-K filed on August 2, 2019.Non-Competition and Non-Solicitation Agreement, dated as of August1, 2019, among Quaker Chemical Corporation,Gulf Houghton Lubricants Ltd., Gulf Oil International, Ltd., GOCL CorporationLimited and Gulf Oil LubricantsIndia, Ltd. Incorporated by reference to Exhibit 10.2 as filed byRegistrant with Form 8-K filed on August 2, 2019.***Escrow Agreement, dated August 1, 2019, among Quaker ChemicalCorporation, Gulf Houghton Lubricants, Ltd. andCitibank N.A. Incorporated by reference to Exhibit 4.4 as filed byRegistrant on Form S-3 on August 29, 2019.***Amendment No 1, effective March 1, 2020, to the Quaker HoughtonRetirement Savings Plan. Incorporated byreference to Exhibit 10.2 as filed by the Registrant with its quarterly report onForm 10-Q on May 11, 2020. Amendment No 2, effective February 10, 2020, to the QuakerHoughton Retirement Savings Plan. Incorporated byreference to Exhibit 10.1 as filed by the Registrant with its quarterly report onForm 10-Q on August 5, 2020. Amendment No 3, effective April 17, 2020, to the Quaker HoughtonRetirement Savings Plan. Incorporated byreference to Exhibit 10.2 as filed by the Registrant with its quarterly report onForm 10-Q on August 5, 2020. Subsidiaries and Affiliates of the Registrant.*Consent of Independent Registered Public Accounting Firm.*Certification of Chief Executive Officer of the Company pursuantto Rule 13a-14(a) of the Securities Exchange Act of1934.*Certification of Chief Financial Officer of the Company pursuant toRule 13a-14(a) of the Securities Exchange Act of1934.*Certification of Andrew E. Tometichpursuant to 18 U.S.C. Section 1350.**Certification of Shane W.Hostetter pursuant to 18 U.S.C. Section 1350.**