What changed in this filing

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Item 9A. Controls and Procedures

2022-03-01 compared with 2021-03-01 · 287 added, 387 removed, 259 unchanged (72% of the section changed)

Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure

Controls and Procedures

As required by Rule 13a-15(b) under the Securities Exchange

Act of 1934, as amended (the “Exchange Act”), our management,

including our principal executive officer

and principal financial officer,

has evaluated the effectiveness of our disclosure controls

procedures (as defined in Rule 13a-15(e) under the Exchange Act)

as of the end of the period covered by this report.

Conclusion Regarding the Effectiveness of Disclosure Controls

and Procedures

As required by Rule 13a-15(b) under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), our management,

including our principal executive officer and principal

financial officer, has evaluated the effectiveness

of our disclosure controls and

procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period

covered by this report.

Based on that

evaluation, our principal executive officer and

our principal financial officer have concluded that,

as of the end of the period covered

by this Report, our disclosure controls and procedures

evaluation, our principal executive officer and our principal

financial officer have concluded that, as of December

31, 2021, the end of

the period covered by this Report, our disclosure controls and procedures

(as defined in Rule 13a-15(e) under the Exchange Act) were

not effective as of

December 31, 2020 because of the material weaknesses in

our internal control over financial reporting, as described

Notwithstanding these material weaknesses, the Company

has concluded that the audited consolidated financial statements

included in this Report present fairly,

in all material respects, the financial position of the Company

as of December 31, 2020 and

2019, and the results of its operations and its cash flows

and changes in equity for each of the years in the three

-year period ended

December 31, 2020, in conformity with accounting

principles generally accepted in the United States.

Management’s Report on Internal

Control over Financial Reporting

Management is responsible for establishing and maintaining

adequate internal control over financial reporting as such term

Management’s Report on Internal Control

over Financial Reporting

Management is responsible for establishing and maintaining adequate

internal control over financial reporting as such term is

defined in Rule 13a-15(f) under the Exchange Act.

Internal control over financial reporting is a process designed

reasonable assurance regarding the reliability of financial

reporting and the preparation

of financial statements for external purposes in

Internal control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting

and the preparation of financial statements for external purposes in

accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control

over financial reporting may not prevent or detect misstatements.

projections of any evaluation of effectiveness

to future periods are subject to the risk that controls may

become inadequate because of

changes in conditions or that the degree of compliance

with the policies or procedures may deteriorate.

Our management, with the participation of our principal

executive officer and principal financial officer,

Because of its inherent limitations, internal control over financial reporting

may not prevent or detect misstatements.

projections of any evaluation of effectiveness to future

periods are subject to the risk that controls may become inadequate because

changes in conditions or that the degree of compliance with the policies or

procedures may deteriorate.

Our management, with the participation of our principal executive officer

and principal financial officer,

effectiveness of the Company’s

1 unchanged sentence

In making this assessment, our

management used the criteria set forth by the Committee

of Sponsoring Organizations of the Treadway

Commission in Internal

Control—Integrated Framework (2013) (the “COSO framework”).

A material weakness is a deficiency,

or combination of

deficiencies, in internal control over financial reporting,

such that there is a reasonable possibility that a material misstatement

annual or interim financial statements will not be prevented

or detected on a timely basis.

We identified

certain deficiencies in our

of the principles associated with the COSO framework that

management concluded constituted a material weakness.

did not design and maintain effective controls in

response to the risks of material misstatement.

Specifically, changes

controls or the implementation of new controls were not

sufficient to respond to changes to the risks of material

misstatement in

financial reporting as a result of becoming a larger,

more complex global organization due to the Combination.

This material

weakness also contributed to an additional material weakness as we did

not design and maintain effective controls

over the review of

pricing, quantity and customer data to verify that revenue

recognized was complete and accurate.

These material weaknesses did not

result in material misstatements to the interim or annual

consolidated financial statements.

However, these material weaknesses could

result in misstatements to our account balances and disclosures

that could result in a material misstatement to the interim

consolidated financial statements that would not be

prevented or detected.

Therefore, management concluded that the Company’s

internal control over financial reporting was not effective

as of December 31, 2020.

Management has excluded the internal controls of Tel

Nordic ApS and Coral Chemical Company from our assessment of internal

control over financial reporting as of December 31, 2020,

because these entities were acquired by the Company in

purchase business

combinations in May 2020 and December 2020, respectively.

These excluded entities are wholly owned subsidiaries, whose

assets represent less than 1% and approximately 2%,

respectively, and whose

total revenues each represent less than 1%, of the related

consolidated financial statement amounts as of and

for the year ended December 31, 2020.

management used the criteria set forth by the Committee of Sponsoring

Organizations of the Treadway Commission in

Control—Integrated Framework

(2013) (the “COSO framework”).

Based on its assessment, management has concluded that as of

December 31, 2021, the Company’s

internal control over financial reporting is effective based on those

Management has excluded the internal controls of Grindaix GmbH and

Baron Industries from our assessment of internal control

over financial reporting as of December 31, 2021, because these entities were acquired

by the Company in purchase business

combinations in September and November 2021, respectively.

Grindaix GmbH and Baron Industries are wholly owned subsidiaries

whose total assets and total revenues excluded from our assessment of internal

control over financial reporting each represent less than

1% of the related consolidated financial statement amounts as of and for

the year ended December 31, 2021.

The effectiveness of the Company’s

internal control over financial reporting as of December 31,

2020 has been audited by

internal control over financial reporting as of December 31, 2021 has been

PricewaterhouseCoopers LLP,

an independent registered public accounting firm, as

stated in its report which is included in “Item 8.

an independent registered public accounting firm, as stated in its report which is included

Financial Statements and Supplementary Data.”

Progress on Remediation of

Material Weaknesses

The aforementioned material weaknesses, as well as the remediated

business combination material weakness discussed below,

were previously disclosed in

Controls and Procedures.”

in the Company’s 2019

The Company and its Board

of Directors are committed to maintaining a strong

Remediation of the Previously Identified Material Weaknesses

As disclosed in “Item 9A.

Controls and Procedures.” in the Company’s

2020 Form 10-K, we previously identified certain

deficiencies in our application of the principles associated with the COSO framework

that management concluded constituted material

design and maintain effective controls in response to the risks of material

misstatement.

Specifically,

changes to existing controls or the implementation of new controls were not

sufficient to respond to changes to the risks of material

misstatement in financial reporting as a result of becoming a larger,

more complex global organization due to the Combination.

material weakness also contributed to an additional material weakness as we did

not design and maintain effective controls over

review of pricing, quantity and customer data to verify that revenue

recognized was complete and accurate.

The Company and its Board of Directors are committed to maintaining a strong

internal control environment.

Since identifying the material weaknesses, the

Company has dedicated a significant amount of time

and resources to remediate all of the previously identified material

weaknesses as

quickly and effectively as possible.

In 2020, the Company dedicated multiple internal resources

and supplemented those internal

resources with various third-party specialists to assist with the

formalization of a robust and detailed remediation

In undertaking

remediation activities, the Company has hired additional

personnel dedicated to financial and information technology

compliance to

further supplement its internal resources.

In addition, the Company has established a global network

of personnel to assist local

management in understanding control performance and

documentation requirements.

In order to sustain this network, the Company

conducts periodic trainings and hosts discussions to address

questions on a current basis.

the impact of COVID-19,

including travel restrictions and remote work arrangements

required the Company to adapt and make changes to its internal

integration plans as well as its remediation plans, and

has presented and is expected to continue to present challenges

with regards to

the timing of the Company’s

remediation and integration plan activities.

In addition, the Company was executing its plan of

remediation in the current year while also integrating

its past Houghton and Norman Hay acquisitions into the Company’s

Remediation of Business Combination Material Weakness

Through these efforts described above, the

Company was able to implement its plan to remediate the previously

material weakness concerning the reliability of data used

to support the reasonableness of certain assumptions in the accounting

business combinations, including updating the Company’s

design and documentation as well as implementing changes to

internal controls to specifically address this control deficiency.

The Company was able to document, test and evaluate the updated

internal controls in the given year so as to successfully

remediate this material weakness as of December 31, 2020.

Remediation Initiatives for the Risk Assessment and Revenue

– Price and Quantity Material Weaknesses

Despite the challenges brought on by COVID-19 and

driven by the Company’s

priority of creating a long-term sustainable control

structure to ensure stability for a Company that has more

than doubled in size since August 2019, the Company did

make substantial

strides towards remediating the underlying causes of the

previously disclosed material weaknesses in our risk assessment process

within our revenue process in the current year,

as further discussed below.

Since identifying

the material weaknesses, the Company has dedicated a significant amount

of time and resources to remediate all of the previously

identified material weaknesses as quickly and effectively

During 2020 and 2021, the Company dedicated multiple

internal resources and supplemented those internal resources with various

third-party specialists to assist with the formalization of a

robust and detailed remediation plan.

In undertaking remediation activities, the Company has hired

additional personnel dedicated to

financial and information technology compliance to further supplement

its internal resources.

In addition, the Company has

established a global network of personnel to assist local management

in understanding control performance and documentation

requirements.

In order to sustain this network, the Company conducts periodic trainings

and hosts discussions to address questions on

a current basis.

Risk Assessment –

Specific to the material weakness in our risk assessment process

that was previously disclosed in

Specific to the material weakness in our risk assessment process that was previously

Controls and Procedures.”

in the Company’s 2019

Form 10-K , we previously determined that our risk assessment process

designed adequately to respond to changes to the

risks of material misstatement to financial reporting.

in the Company’s 2020 Form

10-K, we previously determined that our risk assessment process was not

designed adequately to respond to changes to the risks of material misstatement to

financial reporting.

In order to remediate this

material weakness, we have designed and implemented

an improved risk assessment process, including identifying

and assessing

those risks attendant to the significant changes within the

Company as a result of becoming a larger,

more complex global

material weakness, we have designed and implemented an improved

risk assessment process, including identifying and assessing

those risks attendant to the significant changes within the Company as a result of

becoming a larger, more

complex global

organization due to the Combination.

During 2020, a full review was performed of our processes and controls

across significant

locations in order to identify and address potential design

In addition to individual transactional-level control enhancements,

this review resulted in (i) an enhanced financial statement

risk assessment, (ii) the standardization of existing legal entity and

implemented segment quarterly analytics and quarterly

During 2020 and in 2021, a full review was performed of our processes and

controls across

significant and other locations in order to identify and address potential design

In addition to individual transactional-level

control enhancements, this review resulted in (i) an enhanced financial statement

risk assessment, (ii) the standardization of existing

legal entity and newly implemented segment quarterly analytics and quarterly

closing packages completed by key financial reporting

personnel, (iii) a global

account reconciliation review program and (iv) enhancements

to our quarterly identification and reassessment of new and

business and information technology risks that could

personnel, (iii) a global account reconciliation review program and

(iv) enhancements to our quarterly identification and reassessment

of new and existing business and information technology risks that could

affect our financial reporting.

Monitoring is also performed through our

enhanced quarterly controls certification process, whereby

changes in business or information technology processes or control

are identified and addressed timely.

Although we have implemented and tested the additional controls

as noted in our remediation

plan and found them to be effective, this material

weakness will not be considered remediated as of December

31, 2020 due to the

Revenue – Price and Quantity material weakness, discussed

Once the Revenue – Price and Quantity material weakness is

remediated, we expect the Risk Assessment material weakness will also

be remediated.

Monitoring is also performed

through our enhanced quarterly controls certification process, whereby

changes in business or information technology processes

control owners are identified and addressed timely.

As previously disclosed in the 2020 Form 10-K, this material weakness

remediation was also dependent on the remediation of the Revenue –

Price and Quantity material weakness.

During the fourth quarter

of 2021, we completed testing of the operating effectiveness of

the controls (including Revenue-

Price and Quantity) and have

concluded that the material weakness has been remediated as of

December 31, 2021.

Revenue – Price and Quantity –

Specific to the material weakness in our revenue process that

was previously disclosed in

Specific to the material weakness in our revenue process that was previously

Controls and Procedures.”

in the Company’s 2019

Form 10-K, we did not design and maintain effective

controls over the review of

pricing, quantity and customer data to verify that revenue

recognized was complete and accurate.

in the Company’s 2020 Form 10-K,

we did not design and maintain effective controls over the review of

pricing, quantity and customer data to verify that revenue recognized was complete

and accurate.

In order to remediate this material

weakness, the Company has made significant progress in

its redesign of certain aspects of its revenue process and

weakness, the Company redesigned certain aspects of its revenue process and

related controls.

As of the date of this report on Form 10-K, the Company has identified

and agreed upon design enhancements and

requirements for each revenue sub-process.

The design includes enhancements to entity-level and

transactional-level manual controls

as well as IT general and application controls and the

Company is in the process of implementing these design changes

both centrally

However, because the additional

controls had not been implemented and tested as of December

31, 2020, this material

weakness is not yet remediated.

This existing material weakness will not be considered remediated

until the applicable remedial

controls operate for a sufficient period of

time and management has concluded, through testing, that the controls

are operating

Given the significant resources the Company has dedicated

to remediation of its material weaknesses, the Company is committed

to remediation and expects that in 2021 it will successfully implement

the enhanced design of its revenue processes and have a

sufficient operational effectiveness period

to evidence material weakness remediation over its price and

quantity material weakness

and, concurrently,

evidence material weakness remediation over its risk assessment material

weakness in 2021 as well.

Changes in Internal Control Over Financial

As required by Rule 13a-15(d) under the Exchange Act,

our management, including our principal executive officer

and principal

financial officer, has

evaluated our internal control over financial reporting to

determine whether any changes to our internal control

over financial reporting occurred during the fourth quarter

of the year ended December 31, 2020 that have materially affected,

reasonably likely to materially affect, our

internal control over financial reporting.

The design included enhancements to

entity-level and transactional-level manual controls as well as IT general

and application controls, which were substantially

implemented during the third quarter of 2021.

During the fourth quarter of 2021, we completed testing of the operating effectiveness

of the controls and have concluded that the material weakness has been remediated

as of December 31, 2021.

Changes in Internal Control Over Financial Reporting

As required by Rule 13a-15(d) under the Exchange Act, our management,

including our principal executive officer and principal

financial officer, has evaluated

our internal control over financial reporting to determine whether

any changes to our internal control

over financial reporting occurred during the fourth quarter of the year ended

December 31, 2021, that have materially affected, or are

reasonably likely to materially affect, our internal control over

financial reporting.

Based on that evaluation, there were no changes

that have materially affected, or are reasonably

likely to materially affect, our internal control over financial

reporting during the

that have materially affected, or are reasonably likely to

materially affect, our internal control over financial reporting

fourth quarter of the year ended December 31, 2021.

Other Information.

As previously reported by the Company on February 25,

2021, Michael F.

Barry on February 24, 2021 informed the Board of

Directors of the Company (the “Board”) that he plans to

retire as President and Chief Executive Officer

of Quaker Houghton on

December 31, 2021.

who has been nominated for re-election as a director at

the 2021 annual meeting of the Company’s

shareholders, is expected to serve his full three-year term

as a director and will retain the role of Chairman of the Board following

The Board is committed to a strong, orderly process and transition

with a comprehensive search that will include internal

and external candidates.

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

Incorporated by reference is (i) the information

beginning with and including the caption “Proposal 1—Election

of Directors and

Incorporated by reference is (i) the information beginning

with and including the caption “Proposal 1—Election of Directors and

Nominee Biographies” in Quaker Houghton’s

definitive Proxy Statement relating to the 2021 Annual

Meeting of Shareholders, to be

filed with the Securities and Exchange Commission no

later than 120 days after the close of its fiscal year ended

December 31, 2020

(the “2021 Proxy Statement”) to, but not including,

the sub-caption “Governance Committee Procedures for Selecting

Nominees,” (ii) the information appearing in Item 4(a)

of this Report, (iii) the information in the 2021 Proxy Statement

beginning with

and including the caption, “Delinquent Section 16(a)

Reports” to, but not including, the caption “Certain Relationships

Transactions,” (iv) the information in

the 2021 Proxy Statement beginning with and including the

sub-caption “Code of Conduct” to,

but not including, the caption “Compensation Committee

Interlocks and Insider Participation,” and (v) the information

Proxy Statement beginning with and including the

sub-caption “Shareholder Nominations and Recommendations”

including, the sub-caption “Board Oversight

Information about our Executive Officers is included

in Item 4(a) of this

definitive Proxy Statement relating to the 2022 Annual Meeting of

Shareholders, to be

filed with the Securities and Exchange Commission no later than

120 days after the close of its fiscal year ended December 31, 2021

(the “2022 Proxy Statement”) to, but not including, the sub-caption

“Governance Committee Procedures for Selecting Director

Nominees,” (ii) the information appearing in Item 4(a) of this Report, (iii)

the information in the 2022 Proxy Statement beginning with

and including the sub-caption “Code of Conduct” to, but not including,

the caption “Compensation Committee Interlocks and Insider

Participation,” and (iv) the information in the 2022 Proxy Statement beginning

with and including the sub-caption “Shareholder

Nominations and Recommendations” to, but not including,

the sub-caption “Board Oversight of Risk.”

Information about our

Executive Officers is included in Item 4(a) of this Report.

Executive Compensation.

Incorporated by reference is (i) the information

in the 2021 Proxy Statement beginning with and including the caption

“Compensation Committee Interlocks and Insider Participation”

to, but not including the caption “Stock Ownership of

Incorporated by reference is (i) the information in the 2022 Proxy

Statement beginning with and including the caption

“Compensation Committee Interlocks and Insider Participation” to, but

not including the caption “Stock Ownership of Certain

Beneficial Owners and Management.”

Security Ownership of Certain Beneficial Owners and Management

and Related Stockholder Matters.

Incorporated by reference is the information in the 2021

Proxy Statement beginning with and including the caption

Ownership of Certain Beneficial Owners and Management”

to, but not including, the caption “Delinquent Section 16(a)

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters.

Incorporated by reference is the information in the 2022 Proxy Statement

beginning with and including the caption “Stock

Ownership of Certain Beneficial Owners and Management” to, but not including,

the caption “Certain Relationships and Related

Transactions.”

Equity Compensation Plans

The following table sets forth certain information

relating to the Company’s equity

compensation plans as of December 31, 2020.

Each number of securities reflected in the table is a reference

to shares of Quaker common stock.

The following table sets forth certain information relating to the Company’s

equity compensation plans as of December 31, 2021.

Each number of securities reflected in the table is a reference to shares of Quaker

common stock.

Equity Compensation Plan Information

18 unchanged sentences

by security holders

As of December 31, 2020, 304,900 of these shares were

available for issuance as restricted stock awards under

the Company’s

2001 Global Annual Incentive Plan, 283,508 shares were

available for issuance upon the exercise of stock options and/or as

restricted stock awards and/or restricted stock unit awards

under the Company’s 2016

As of December 31, 2021, 304,900 of these shares were available for issuance

as restricted stock awards under the Company’s

2001 Global Annual Incentive Plan, 240,004 shares were available for

issuance upon the exercise of stock options and/or as

restricted stock awards and/or restricted stock unit awards under the Company’s

2016 Long-Term Performance

Incentive Plan, and

61,652 shares were available for issuance under the

2013 Director Stock Ownership Plan.

Certain Relationships and Related Transact

ions, and Director Independence.

Incorporated by reference is (i) the information

in the 2021 Proxy Statement beginning with and including the caption

61,251 shares were available for issuance under the 2013 Director Stock

Ownership Plan.

Certain Relationships and Related Transactions, and

Director Independence.

Incorporated by reference is (i) the information in the 2022 Proxy

Statement beginning with and including the caption “Certain

Relationships and Related Party Transactions”

to, but not including, the caption “Proposal 2 — Ratification of

Appointment of

Independent Registered Public Accounting Firm,” (ii)

the information in the 2021 Proxy Statement beginning with

and including the

sub-caption “Director Independence” to, but not including,

the sub-caption “Governance Committee Procedures for Selecting

Nominees,” and (iii) the information in the 2021 Proxy

Statement beginning with and including the caption “Meetings

Committees of the Board” to, but not including, the

caption “Compensation Committee Interlocks and Insider Participation.”

to, but not including, the caption “Proposal 2 — Ratification of Appointment of

Independent Registered Public Accounting Firm,” (ii) the

information in the 2022 Proxy Statement beginning with and including the

sub-caption “Director Independence” to, but not including, the

sub-caption “Governance Committee Procedures for Selecting Director

Nominees,” and (iii) the information in the 2022 Proxy Statement beginning

with and including the caption “Meetings and

Committees of the Board” to, but not including, the caption “Compensation

Committee Interlocks and Insider Participation.”

Principal Accountant Fees and Services.

Incorporated by reference is the information in the 2021

Proxy Statement beginning with and including the sub-caption

Fees” to, but not including, the statement recommending

a vote for ratification of the appointment of PricewaterhouseCoopers

Incorporated by reference is the information in the 2022 Proxy Statement

beginning with and including the sub-caption “Audit

Fees” to, but not including, the statement recommending a vote for ratification

of the appointment of PricewaterhouseCoopers LLP as

the Company’s independent

12 unchanged sentences

Financial Statement Schedules

All schedules are omitted because they are not applicable

or the required information is shown in the financial statements or

Financial statements of 50% or less owned companies have been

omitted because none of the companies meets the criteria

All schedules are omitted because they are not applicable or the required

information is shown in the financial statements or notes

Financial statements of 50% or less owned companies have been omitted because none

of the companies meets the criteria

requiring inclusion of such statements.

Exhibits - filed pursuant to,

and numbered in accordance with Item 601

of Regulation S-K (all of which are under

Exhibits - filed pursuant to, and numbered in accordance

with Item 601 of Regulation S-K (all of which are under

Commission File number 001-12019, except as otherwise noted):

Share Purchase Agreement, dated April 4, 2017, by and among Quaker Chemical Corporation, a Pennsylvania

corporation, Gulf Houghton Lubricants, Ltd., an exempte d company incorporated under the laws of the Cayman Islands,

corporation, Gulf Houghton Lubricants, Ltd., an exempted company incorporated under the laws of the Cayman Islands,

Global Houghton Ltd., an exempted company incorporated under the laws of the Cayman Islands, and certain members

16 unchanged sentences

Form 10-K for the year ended 2019.

Convertible Note, Dated May 7, 2020, by and among Quaker Chemical Corporation, TEL Nordic Holdings ApS, and

Lars Skogstad-Jensen.

Incorporated by reference to Exhibit 4.3 as filed by Registrant on Form S-3 on May 19, 2020.

Settlement Agreement and Release between Registrant, an inactive subsidiary of the Registrant, and Hartford Accident

and Indemnity Company dated December 12, 2005.

Incorporated by reference to Exhibit 10 (nnn) as filed by the

Registrant with Form 10-K for the year 2005.

Settlement Agreement and Release between Registrant, an inactive subsidiary of Registrant and Federal Insurance

Company dated March 26, 2007.

Incorporated by reference to Exhibit 10(zzz) as filed by the Registrant with Form 10-

Q for the quarter ended March 31, 2007.

Claim Handling and Funding Agreement between SB Decking, Inc., an inactive subsidiary of Registrant, and

30 unchanged sentences

reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter ended March 31, 2010.

Employment Agreement by and between Registrant and Joseph Berquist dated August 18 2021, effective on

September 9, 2021.

Incorporated by reference to Exhibit 10.3 as filed by the registrant with Form 10-Q for the quarter

ended September 30, 2021.

Employment Agreement by and between Dieter Laininger and Quaker Chemical B.V., a subsidiary of the registrant,

dated June 1, 2011, effe ctive June 15, 2011.

dated June 1, 2011, effective June 15, 2011.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with

2 unchanged sentences

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter ended June

Employment Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on

October 11, 2021.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter

ended September 30, 2021.

hange in Control Agreement by and between Registrant and Andrew Tometich dated September 2, 2021, effective on

October 11, 2021.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter

ended on September 30, 2021

Expatriate Agreement by and between the Registrant and Dieter Laininger, dated September 27, 2017, effective

14 unchanged sentences

Incorporated by reference to Exhibit 10.60 as filed by the Registrant with Form 10-K for the year ended 2015

Change in control agreement by and between Registrant and Mary Dean Hall, dated and effective November 30, 2015.

Incorporated by reference to Exhibit 10.61 as filed by the Registrant with Form 10-K for the year ended 2015

Memorandum of Employment by and between the Registrant and Shane Hostetter dated and effective April 19, 2021.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for the quarter ended on March

Form of Change of Control Agreement by and between the Registrant and Shane Hostetter dated and effective April

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-Q for the quarter that

ended on March 31, 2021.

Memorandum of Employment by and between the Registrant and David Will dated March 22, 2021 and effective

April 19, 2021.

Incorporated by reference to Exhibit 10.3 as filed by the Registrant with Form 10-Q for the quarter

ended on March 31, 2021.

Terms and Conditions of Employment by and between Quaker Chemical Ltd and Adrian Steeples, dated December 7,

8 unchanged sentences

Registrant’s definitive proxy statement filed on March 28, 2013.

Retirement Savings Plan, as amended and restated effective January 1, 2016.

Incorporated by reference to Exhibit

10.62 as filed by the Registrant with Form 10-K for the year ended 2015.

Global Annual Incentive Plan (as amended and restated effective February 24, 2016).

Incorporated by reference to

Appendix B to the Registrant’s definitive proxy statement filed on March 28, 2016.

Retirement Savings Plan, as amended and restated effective January 22, 2021, approved November 1, 2021.

Quaker Houghton Annual Incentive Plan (as amended and restated effective November 17, 2021).

2011 Long-Term Performance Incentive Plan.

20 unchanged sentences

the year ended 2019.

Chief Executive Officer Transition Agreement dated April 22, 2021, effective December 31, 2021.

Incorporated by

reference to Exhibit 10.4 as filed by the Registrant with Form 10-Q for the quarter ended on March 31, 2021

Form of Restricted Stock Award Agreement for non-employee directors under Registrant’s 2016 Long-Term

Performance Incentive Plan.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant with Form 10-Q for

the quarter ended on June 30, 2021

Form of Restricted Stock Award Agreement for executive officers and other employees under Registrant’s 2016 Long-

Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.2 as filed by the Registrant with Form 10-

Q for the quarter ended on June 30, 2021.

Form of Incentive Stock Option Award Agreement for executive officers and other employees under Registrant’s 2016

Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.3 as filed by the Registrant with

Form 10-Q for the quarter ended on June 30, 2021

Form of Non-Qualified Stock Option Award Agreement for executive officers and other employees under Registrant’s

2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.4 as filed by the Registrant

with Form 10-Q for the quarter ended on June 30, 2021.

Form of Restricted Stock Unit Award Agreement for executive officers and other employees under Registrant’s 2016

Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.5 as filed by the Registrant with

Form 10-Q for the quarter ended on June 30, 2021.

Form of Performance Stock Unit Award Agreement for executive officers and other employees under Registrant’s

2016 Long-Term Performance Incentive Plan.

Incorporated by reference to Exhibit 10.6 as filed by the Registrant

with Form 10-Q for the quarter ended on June 30, 2021.

Financing Agreement by and among Butler County Port Authority and Registrant and Brown Brothers Harriman &

7 unchanged sentences

Corporation, Bank of America, N.A., Merrill Lynch, Pierce, Fenner & Smith Incorporated, Deutsche Bank AG New

York Branch and Deutsche Bank Securities Inc.

Yor k Branch and Deutsche Bank Securities Inc.

Incorporated by reference to Exhibit 10.1 as filed by the Registrant

9 unchanged sentences

reference to Exhibit 10.1 as filed by the Registrant with Form 8-K filed on March 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 Chemical Corporation, Gulf Hungary Holding Korlátolt

22 unchanged sentences

Certification of Chief Financial Officer of the Company pursuant to Rule 13a-14(a) of the Securities Exchange Act of

Certification of Michael F.

Barry pursuant to 18 U.S.C.

Certification of Andrew E.

Tometich pursuant to 18 U.S.C.

Section 1350.**

Certification of Mary Dean Hall pursuant to 18 U.S.C.

Certification of Shane W.

Hostetter pursuant to 18 U.S.C.

Section 1350.**

10 unchanged sentences

Presentation Linkbase Document*

Cover Page Interactive Data File (formatted as Inline XBRL and

contained in Exhibit 101.INS) *

Cover Page Interactive Data File (formatted as Inline XBRL and contained

in Exhibit 101.INS) *

* Filed herewith.

** Furnished herewith.

*** Certain exhibits and schedules have been omitted,

and the Company agrees to furnish supplementally to

the Securities and

Exchange commission a copy of any omitted exhibits and

schedules upon request.

*** Certain exhibits and schedules have been omitted, and the Company

agrees to furnish supplementally to the Securities and

Exchange commission a copy of any omitted exhibits and schedules upon

† Management contract or compensatory plan

Form 10-K Summary.

The Company has elected not to include a Form 10-K summary

under this Item 16.

Pursuant to the requirements of Section

13 or 15(d) of the Securities Exchange Act of 1934, the

Registrant has duly

caused this Report to be signed on its behalf by the undersigned,

thereunto duly authorized.

The Company has elected not to include a Form 10-K summary under this Item 16.

Pursuant to the requirements of Section 13 or

15(d) of the Securities Exchange Act of 1934, the Registrant has duly

caused this Report to be signed on its behalf by the undersigned, thereunto

duly authorized.

QUAKER CHEMICAL CORPORATION

Chairman of the Board, Chief Executive Officer and

Chief Executive Officer and President

March 1, 2022

Pursuant to the requirements of the

Securities Exchange Act of 1934, this Report has been signed below

by the following

persons on behalf of the Registrant and in the capacities and

on the dates indicated.

Pursuant to the requirements of the Securities Exchange

Act of 1934, this Report has been signed below by the following

persons on behalf of the Registrant and in the capacities and on the dates indicated.

Principal Executive Officer and

March 1, 2022

Chairman of the Board, Chief Executive Officer and President

MARY DEAN HALL

Chief Executive Officer and President

Principal Financial Officer

March 1, 2022

Mary Dean Hall

Senior Vice President, Chief Financial Officer and Treasurer

Senior Vice President, Chief Financial

Officer and Chief Accounting Officer

Principal Accounting Officer

March 1, 2022

Vice President, Finance and Chief Accounting Officer

Vice President, Global Controller

March 1, 2022

Chairman of the Board

March 1, 2022

4 unchanged sentences

March 1, 2022

SANJAY HINDUJA

8 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures