QUAKER CHEMICAL CORP 10-K

Item 8. Financial Statements and Supplementary Data. Quaker Chemical Corporation Index to Consolidated Financial Statements Page Financial Statements Report of Independent Registered Public Accounting Firm (PCAOB ID 238 ) 42 Consolidated Statements of Operations 44 Consolidated Statements of Comprehensive Income (Loss) 45 Consolidated Balance Sheets 46 Consolidated Statements of Cash Flows 47 Consolidated Statements of Changes in Equity 48 Notes to Consolidated Financial Statements 49 41 Table of Contents Report of Independent Registered Public Accounting Firm To the Board of Directors and Shareholders of Quaker Chemical Corporation Opinions on the Financial Statements and Internal Control over Financial Reporting We have audited the accompanying consolidated balance sheets of Quaker Chemical Corporation and its subsidiaries (the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations, of comprehensive income (loss), of changes in equity and of cash flows for each of the three years in the period ended December 31, 2023, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO. Basis for Opinions The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting 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 Company 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 consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions. Definition and Limitations of Internal Control over Financial Reporting A company’s 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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. 42 Table of Contents Critical Audit Matters The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. Annual Goodwill Impairment Assessments for the EMEA and Asia/Pacific Reporting Units As described in Notes 1, 15, and 23 to the consolidated financial statements, the Company’s consolidated goodwill balance was $513 million as of December 31, 2023, of which $66 million relates to the EMEA reporting unit and $163 million relates to the Asia/Pacific reporting unit. Management completes its annual goodwill impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units. In completing a quantitative goodwill impairment test, management compares the reporting unit’s fair value, primarily based on future discounted cash flows, to its carrying value in order to determine if an impairment charge is warranted. The determination of the estimated fair value requires management’s judgment and involves the use of significant estimates and assumptions, including revenue growth rates, gross margin levels, operating expenses, and weighted average cost of capital, among other items. Management completed its annual impairment assessment as of October 1, 2023 and concluded no impairment existed. The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessments for the EMEA and Asia/Pacific reporting units is a critical audit matter are (i) the significant judgment by management when developing the fair value estimates of the EMEA and Asia/Pacific reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates, gross margin levels, and operating expenses used in the valuation of the EMEA reporting unit and revenue growth rates used in the valuation of the Asia/Pacific reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge. Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the EMEA and Asia/Pacific reporting units. These procedures also included, among others, (i) testing management’s process for developing the fair value estimates of the EMEA and Asia/Pacific reporting units; (ii) evaluating the appropriateness of the discounted cash flow model used by management; (iii) testing the completeness and accuracy of underlying data used in the discounted cash flow model; and (iv) evaluating the reasonableness of significant assumptions used by management related to the revenue growth rates, gross margin levels, and operating expenses used in the valuation of the EMEA reporting unit and the revenue growth rates used in the valuation of the Asia/Pacific reporting unit. Evaluating management’s assumptions related to the revenue growth rates, gross margin levels, and operating expenses involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the EMEA and Asia/Pacific reporting units; (ii) whether the assumptions were consistent with evidence obtained in other areas of the audit; and (iii) for revenue growth rates, whether the assumptions were consistent with external market and industry data. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the Company’s discounted cash flow model. /s/ PricewaterhouseCoopers, LLP Philadelphia, Pennsylvania February 29, 2024 We have served as the Company’s auditor since at least 1972. We have not been able to determine the specific year we began serving as auditor of the Company. 43 Table of Contents QUAKER CHEMICAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS ( Dollars in thousands, except per share data ) Year Ended December 31, 2023 2022 2021 Net sales $ 1,953,313 $ 1,943,585 $ 1,761,158 Cost of goods sold (excluding amortization expense - See Note 15) 1,247,669 1,330,931 1,166,518 Gross profit 705,644 612,654 594,640 Selling, general and administrative expenses 483,561 455,408 418,856 Impairment charges — 93,000 — Restructuring and related charges, net 7,588 3,163 1,433 Combination, integration and other acquisition-related expenses — 8,779 23,885 Operating income 214,495 52,304 150,466 Other (expense) income, net ( 10,672 ) ( 12,607 ) 18,851 Interest expense, net ( 50,699 ) ( 32,579 ) ( 22,326 ) Income before taxes and equity in net income of associated companies 153,124 7,118 146,991 Taxes on income before equity in net income of associated companies 55,585 24,925 34,939 Income (loss) before equity in net income of associated companies 97,539 ( 17,807 ) 112,052 Equity in net income of associated companies 15,333 1,965 9,379 Net income (loss) 112,872 ( 15,842 ) 121,431 Less: Net income attributable to noncontrolling interest 124 89 62 Net income (loss) attributable to Quaker Chemical Corporation $ 112,748 $ ( 15,931 ) $ 121,369 Per share data: Net income (loss) attributable to Quaker Chemical Corporation common shareholders – basic $ 6.27 $ ( 0.89 ) $ 6.79 Net income (loss) attributable to Quaker Chemical Corporation common shareholders – diluted $ 6.26 $ ( 0.89 ) $ 6.77 The accompanying notes are an integral part of these consolidated financial statements. 44 Table of Contents QUAKER CHEMICAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ( Dollars in thousands ) Year Ended December 31, 2023 2022 2021 Net income (loss) $ 112,872 $ ( 15,842 ) $ 121,431 Other comprehensive income (loss), net of tax Currency translation adjustments 16,725 ( 82,368 ) ( 46,952 ) Defined benefit retirement plans Net (loss) gain arising during the period, other ( 5,792 ) 8,177 9,210 Amortization of actuarial loss ( 385 ) 628 1,078 Amortization of prior service cost (gain) 34 ( 228 ) 7 Current period change in fair value of derivatives 1,407 1,372 2,226 Unrealized gain (loss) on available-for-sale securities 1,817 ( 1,881 ) ( 2,945 ) Other comprehensive income (loss) 13,806 ( 74,300 ) ( 37,376 ) Comprehensive income (loss) 126,678 ( 90,142 ) 84,055 Less: Comprehensive income attributable to noncontrolling interest ( 106 ) ( 39 ) ( 78 ) Comprehensive income (loss) attributable to Quaker Chemical Corporation $ 126,572 $ ( 90,181 ) $ 83,977 The accompanying notes are an integral part of these consolidated financial statements. 45 Table of Contents QUAKER CHEMICAL CORPORATION CONSOLIDATED BALANCE SHEETS ( Dollars in thousands, except par value ) December 31, 2023 2022 ASSETS Current assets Cash and cash equivalents $ 194,527 $ 180,963 Accounts receivable, net 444,950 472,888 Inventories, net 233,857 284,848 Prepaid expenses and other current assets 54,555 55,438 Total current assets 927,889 994,137 Property, plant and equipment, net 207,811 198,595 Right of use lease assets 38,614 43,766 Goodwill 512,518 515,008 Other intangible assets, net 896,721 942,925 Investments in associated companies 101,151 88,234 Deferred tax assets 10,737 11,218 Other non-current assets 18,770 27,739 Total assets $ 2,714,211 $ 2,821,622 LIABILITIES AND EQUITY Current liabilities Short-term borrowings and current portion of long-term debt $ 23,444 $ 19,245 Accounts payable 184,813 193,983 Dividends payable 8,186 7,808 Accrued compensation 55,194 39,834 Accrued restructuring 3,350 5,483 Accrued pension and postretirement benefits 2,208 1,560 Other accrued liabilities 90,315 86,873 Total current liabilities 367,510 354,786 Long-term debt 730,623 933,561 Long-term lease liabilities 22,937 26,967 Deferred tax liabilities 146,957 160,294 Non-current accrued pension and postretirement benefits 29,457 28,765 Other non-current liabilities 31,805 38,664 Total liabilities 1,329,289 1,543,037 Commitments and contingencies (Note 25) Equity Common stock, $ 1 par value; authorized 30,000,000 shares; issued and outstanding 2023 – 17,991,988 shares; 2022 – 17,950,264 shares 17,992 17,950 Capital in excess of par value 940,101 928,288 Retained earnings 550,641 469,920 Accumulated other comprehensive loss ( 124,415 ) ( 138,240 ) Total Quaker shareholders’ equity 1,384,319 1,277,918 Noncontrolling interest 603 667 Total equity 1,384,922 1,278,585 Total liabilities and equity $ 2,714,211 $ 2,821,622 The accompanying notes are an integral part of these consolidated financial statements. 46 Table of Contents QUAKER CHEMICAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2023 2022 2021 Cash flows from operating activities Net income (loss) $ 112,872 $ ( 15,842 ) $ 121,431 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Amortization of debt issuance costs 1,413 2,942 4,749 Depreciation and amortization 81,987 80,467 86,550 Equity in undistributed earnings of associated companies, net of dividends ( 11,149 ) 1,005 ( 8,971 ) Acquisition-related fair value adjustments related to inventory — — 801 Deferred income taxes ( 11,442 ) ( 10,552 ) ( 12,506 ) Uncertain tax positions (non-deferred portion) ( 644 ) ( 6,398 ) ( 922 ) Deferred compensation and other, net 5,711 2,613 ( 5,325 ) Share-based compensation 14,605 11,666 11,038 Loss on extinguishment of debt — 5,246 — Gain on disposal of property, plant, equipment and other assets ( 1,307 ) ( 168 ) ( 4,695 ) Impairment charges — 93,000 — Combination and other acquisition-related expenses, net of payments — ( 4,460 ) ( 1,974 ) Restructuring and related charges 7,588 3,163 1,433 Pension and other postretirement benefits ( 2,079 ) ( 7,964 ) ( 6,330 ) Increase (decrease) in cash from changes in current assets and current liabilities, net of acquisitions: Accounts receivable 32,169 ( 59,112 ) ( 67,473 ) Inventories 49,751 ( 29,858 ) ( 84,428 ) Prepaid expenses and other current assets ( 21 ) 3,705 ( 21,174 ) Change in restructuring liabilities ( 9,786 ) ( 1,532 ) ( 5,266 ) Accounts payable and accrued liabilities 5,937 ( 23,439 ) 37,998 Estimated taxes on income (loss) 3,415 ( 2,688 ) 3,997 Net cash provided by operating activities 279,020 41,794 48,933 Cash flows from investing activities Investments in property, plant and equipment ( 38,800 ) ( 28,539 ) ( 21,457 ) Payments related to acquisitions, net of cash acquired — ( 13,115 ) ( 42,417 ) Proceeds from disposition of assets 11,179 1,463 14,744 Net cash used in investing activities ( 27,621 ) ( 40,191 ) ( 49,130 ) Cash flows from financing activities Payments of long-term debt ( 38,932 ) ( 673,203 ) ( 38,011 ) Proceeds from long-term debt — 750,000 — (Repayments) borrowings on revolving credit facilities, net ( 164,769 ) ( 16,281 ) 53,031 Repayments on other debt, net ( 506 ) ( 1,629 ) ( 776 ) Financing-related debt issuance costs — ( 3,734 ) — Dividends paid ( 31,650 ) ( 30,103 ) ( 28,599 ) Stock options exercised, other ( 2,749 ) ( 378 ) 890 Net cash (used in) provided by financing activities ( 238,606 ) 24,672 ( 13,465 ) Effect of foreign exchange rate changes on cash 771 ( 10,488 ) ( 3,057 ) Net increase (decrease) in cash and cash equivalents 13,564 15,787 ( 16,719 ) Cash and cash equivalents at the beginning of the period 180,963 165,176 181,895 Cash and cash equivalents at the end of the period $ 194,527 $ 180,963 $ 165,176 Supplemental cash flow disclosures: Cash paid during the year for: Income taxes, net of refunds $ 57,410 $ 35,327 $ 34,775 Interest 54,892 29,074 19,298 Non-cash activities: Change in accrued purchases of property, plant and equipment, net $ ( 746 ) $ 278 $ 2,132 The accompanying notes are an integral part of these consolidated financial statements. 47 Table of Contents QUAKER CHEMICAL CORPORATION CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Dollars in thousands, except per share amounts) Common stock Capital in excess of par value Retained earnings Accumulated other comprehensive loss Noncontrolling interest Total Balance as of December 31, 2020 $ 17,851 $ 905,171 $ 423,940 $ ( 26,598 ) $ 550 $ 1,320,914 Net income — — 121,369 — 62 121,431 Amounts reported in other comprehensive (loss) income — — — ( 37,392 ) 16 ( 37,376 ) Dividends declared ($ 1.62 per share) — — ( 28,975 ) — — ( 28,975 ) Shares issued upon exercise of stock options and other 17 1,677 — — — 1,694 Share-based compensation plans 29 10,205 — — — 10,234 Balance as of December 31, 2021 17,897 917,053 516,334 ( 63,990 ) 628 1,387,922 Net (loss) income — — ( 15,931 ) — 89 ( 15,842 ) Amounts reported in other comprehensive (loss) income — — — ( 74,250 ) ( 50 ) ( 74,300 ) Dividends declared ($ 1.70 per share) — — ( 30,483 ) — — ( 30,483 ) Shares issued upon exercise of stock options and other 1 ( 355 ) — — — ( 354 ) Share-based compensation plans 52 11,590 — — — 11,642 Balance as of December 31, 2022 17,950 928,288 469,920 ( 138,240 ) 667 1,278,585 Net income — — 112,748 — 124 112,872 Amounts reported in other comprehensive income (loss) — — — 13,825 ( 19 ) 13,806 Dividends declared ($ 1.78 per share) — — ( 32,027 ) — — ( 32,027 ) Distributions to noncontrolling interest affiliate shareholders — — — — ( 169 ) ( 169 ) Shares issued upon exercise of stock options and other 3 ( 2,836 ) — — — ( 2,833 ) Share-based compensation plans 39 14,649 — — — 14,688 Balance as of December 31, 2023 $ 17,992 $ 940,101 $ 550,641 $ ( 124,415 ) $ 603 $ 1,384,922 The accompanying notes are an integral part of these consolidated financial statements. 48 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts, unless otherwise stated) Note 1 – Basis of Presentation and Significant Accounting Policies As used in these Notes to Consolidated Financial Statements, the terms “Quaker,” “Quaker Houghton,” the “Company,” “we,” and “our” refer to Quaker Chemical Corporation (doing business as Quaker Houghton), its subsidiaries, and associated companies, unless the context otherwise requires. The “Combination” refers to the Quaker combination with Houghton International, Inc. (“Houghton”). Basis of presentation: The accompanying consolidated financial statements were prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and include the accounts of Quaker Houghton and its controlled subsidiaries. Principles of consolidation: All majority-owned subsidiaries are included in the Company’s consolidated financial statements, with appropriate elimination of intercompany balances and transactions . For consolidated subsidiaries in which the Company’s ownership is less than 100%, the outside shareholders’ interests are reflected as non-controlling interests within the consolidated financial statements. The Company applies the equity method of accounting to investments in which the Company has significant influence but does not control the operating and financial decisions of the investee. This generally applies when the Company’s ownership interest in common stock of the investee is between 20% and 50%. Such investments are presented on the Consolidated Balance Sheet at “Investments in associated companies.” We initially record our investment at cost and subsequently adjust the investment to recognize our share of net earnings and losses and distributions received. The Company’s share of net income or losses in these investments in associated companies is included in the Consolidated Statements of Operations. The Company reviews these investments for impairments when events of changes in circumstances indicate that the carrying amount of the investment may be other-than-temporarily impaired. See Note 16 for additional information. The Company is not the primary beneficiary of any variable interest entities (“VIEs”) and therefore the Company’s consolidated financial statements do not include the accounts of any VIEs. Accounting estimates: The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Company’s consolidated financial statements and the accompanying notes. Actual results could differ from such estimates. Translation of foreign currency: Assets and liabilities of non-U.S. subsidiaries and associated companies are translated into U.S. dollars at the respective rates of exchange prevailing at the end of the year. Income and expense accounts are translated at average exchange rates prevailing during the year. Translation adjustments resulting from this process are recorded directly in equity as accumulated other comprehensive (loss) income (“AOCI”) and will be included as income or expense only upon sale or substantial liquidation of the underlying entity or asset. Generally, all of the Company’s non-U.S. subsidiaries use their local currency as their functional currency. Segments: The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating decision maker assesses the Company’s performance. During the first quarter of 2023, the Company reorganized its executive management team to align with its new business structure. The Company’s new structure includes three reportable segments: (i) Americas; (ii) Europe, Middle East and Africa (“EMEA”); and (iii) Asia/Pacific. Prior to the Company’s reorganization, the Company’s historical reportable segments were: (i) Americas; (ii) EMEA; (iii) Asia/Pacific; and (iv) Global Specialty Businesses. Prior period segment financial information has been recast to align with segment change, including reportable segments and customer industry disaggregation. See Notes 4, 5, and 15 for additional information. Reclassifications: Certain information has been reclassified to conform to the current year presentation. Business combinations: The Company accounts for business combinations under the acquisition method of accounting. This method requires the recording of acquired assets, including separately identifiable intangible assets, and assumed liabilities at their respective acquisition date estimated fair values. Any excess of the purchase price over the estimated fair value of the identifiable net assets acquired is recorded as goodwill. The determination of the estimated fair value of assets acquired and liabilities assumed requires significant estimates and assumptions. Based on the assessment of additional information during the measurement period, which may be up to one year from the acquisition date, the Company may record adjustments to the estimated fair value of assets acquired and liabilities assumed. See Note 2 for additional information. Revenue recognition: The Company recognizes revenue in an amount that reflects the consideration to which the Company expects to be entitled in exchange for goods or services transferred to its customers. To do this, the Company applies a five-step model, which requires the Company to: (i) identify the contract with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when, or as, the Company satisfies a performance obligation. 49 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The Company identifies a contract with a customer when a sales agreement indicates approval and commitment of the parties; identifies the rights of the parties; identifies the payment terms; has commercial substance; and it is probable that the Company will collect the consideration to which it will be entitled in exchange for the goods or services that will be transferred to the customer. The Company identifies a performance obligation in a contract for each promised good or service that is separately identifiable from other obligations in the contract and for which the customer can benefit from the good or service either on its own or together with other resources that are readily available to the customer. The Company determines the transaction price as the amount of consideration it expects to be entitled to in exchange for fulfilling the performance obligations, including the effects of any variable consideration, significant financing elements, amounts payable to the customer or noncash consideration. For any contracts that have more than one performance obligation, the Company allocates the transaction price to each performance obligation in an amount that depicts the amount of consideration to which the Company expects to be entitled in exchange for satisfying each performance obligation. In accordance with the last step of the five-step model, the Company recognizes revenue when, or as, it satisfies the performance obligation in a contract by transferring control of a promised good or providing the service to the customer. The Company typically satisfies its performance obligations and recognizes revenue at a point in time for product sales, generally when products are shipped or delivered to the customer, depending on the terms underlying each arrangement. In circumstances where the Company’s products are on consignment, revenue is generally recognized upon usage or consumption by the customer. For any Fluidcare TM or other services provided by the Company to the customer, the Company typically satisfies its performance obligations and recognizes revenue over time, as the promised services are performed. The Company uses input methods to recognize revenue over time related to these services, including labor costs and time incurred. The Company believes that these input methods represent the most indicative measure of the Fluidcare TM or other service work performed by the Company. The Company does not have standard payment terms for all customers; however, the Company’s general payment terms require customers to pay for products or services provided after the performance obligation is satisfied. The Company does not have significant financing arrangements with its customers. Therefore, the Company does not adjust the promised amount of consideration for the effects of a significant financing component as the Company expects, at contract inception, that the period between when the Company transfers a promised good or service to the customer and when the customer pays for that good or service will be one year or less. In addition, the Company expenses costs to obtain a contract as incurred when the expected period of benefit, and therefore the amortization period, is one year or less. In addition, the Company excludes from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by the entity from a customer, including sales, use, value added, excise and various other taxes. Lastly, the Company has elected to account for shipping and handling activities that occur after the customer has obtained control of a good as a fulfillment cost, rather than an additional promised service. The Company does not have significant amounts of variable consideration in its contracts with customers and where applicable, the Company’s estimates of variable consideration are not constrained. The Company records certain third-party license fees in Other (expense) income, net, in its Consolidated Statement of Operations, which generally include sales-based royalties in exchange for the license of intellectual property. These license fees are recognized in accordance with their agreed-upon terms and when performance obligations are satisfied, which is generally when the third party has a subsequent sale. The Company recognizes a contract asset or receivable on its Consolidated Balance Sheet when the Company performs a service or transfers a good in advance of receiving consideration. A receivable is the Company’s right to consideration that is unconditional and only the passage of time is required before payment of that consideration is due. A contract asset is the Company’s right to consideration in exchange for goods or services that the Company has transferred to a customer. A contract liability is recognized when the Company receives consideration, or if it has the unconditional right to receive consideration, in advance of performance. A contract liability is the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration, or a specified amount of consideration is due, from the customer. See Note 5 for additional information. Right of use lease assets and lease liabilities: The Company determines if an arrangement is a lease at its inception. This determination generally depends on whether the arrangement conveys the right to control the use of an identified fixed asset explicitly or implicitly for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the rights to direct the use of, and obtains substantially all of the economic benefits from the use of, the underlying asset. Lease expense for variable leases and short-term leases is recognized when the obligation is incurred. 50 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The lease term for all of the Company’s leases includes the non-cancellable period of the lease plus any additional periods covered by an option to extend the lease that the Company is reasonably certain it will exercise. Operating leases are included in right of use lease assets, other accrued liabilities and long-term lease liabilities on the Consolidated Balance Sheet. Right of use lease assets and liabilities are recognized at each lease’s commencement date based on the present value of its lease payments over its respective lease term. Operating lease expense is recognized on a straight-line basis over the lease term. The Company uses the stated borrowing rate for a lease when readily determinable. When a stated borrowing rate is not available in a lease agreement, the Company uses its incremental borrowing rate based on information available at the lease’s commencement date to determine the present value of its lease payments. In determining the incremental borrowing rate used to present value each of its leases, the Company considers certain information including fully secured borrowing rates readily available to the Company and its subsidiaries. The Company includes finance leases in PP&E, current portion of long-term debt and long-term debt on the Consolidated Balance Sheet. See Note 6 for additional information. Restructuring activities: Restructuring programs consist of employee severance, rationalization of manufacturing or other facilities and other related items. To account for such programs, the Company recognizes a liability for a cost associated with an exit or disposal activity, when the liability is incurred, is estimable, and payment is probable. See Note 7 for additional information. Share-based compensation: The Company recognizes the fair value of share-based compensation as a component of expense. The Company has a long-term incentive program (“LTIP”) for key employees which provides for the granting of options to purchase stock at prices not less than its market value on the date of the grant. Most options become exercisable within three years after the date of the grant for a period of time determined by the Company, but not to exceed seven years from the date of grant. The Company did not grant any stock options during 2023. Restricted stock awards and restricted stock units issued under the LTIP program are subject to time vesting generally over a one to three year period. In addition, as part of the Company’s Annual Incentive Plan, non-vested shares may be issued to key employees, which generally would vest over a two to five year period. Prior to 2023, the Company generally has assumed a forfeiture rate of 13 % based on historical experience. Beginning in 2023, the Company elected to account for forfeitures on new awards as they occur for service condition aspects of certain share-based awards. The Company also issues various performance-dependent stock awards as a component of its LTIP. For performance-dependent stock units for which the performance target is market-based and tied to Total Shareholder Return, the grant date fair value is based on grant-date stock price adjusted for the likelihood of attaining certain predetermined performance goals and is calculated by utilizing a Monte Carlo simulation model. For performance-dependent stock units for which payout is linked to the achievement of a performance-based return on invested capital, the grant date fair value is based on the trading price of the Company’s stock on the grant date. Compensation expense for the performance-dependent is recognized on a straight-line basis over the vesting period, generally three years . See Note 8 for additional information. Research and development costs: Research and development costs are expensed as incurred and are included in selling, general and administrative expenses (“SG&A”). Research and development expenses were $ 50.3 million, $ 46.0 million and $ 44.9 million for the years ended December 31, 2023, 2022 and 2021, respectively. Hyper-inflationary accounting: Economies that have a cumulative three year rate of inflation exceeding 100 % are considered hyper-inflationary. A legal entity that operates within an economy deemed to be hyper-inflationary is required to remeasure its monetary assets and liabilities to the applicable published exchange rates and record the associated gains or losses resulting from the remeasurement directly to the Consolidated Statements of Operations. Argentina’s and Türkiye’s economies were considered hyper-inflationary effective July 1, 2018 and April 1, 2022, respectively. As of, and for the year ended December 31, 2023, the Company's Argentine and Turkish subsidiaries represented a combined 1 % and 2 % of the Company’s consolidated total assets and net sales, respectively. For the years ended December 31, 2023, 2022 and 2021, the Company recorded $ 7.8 million, $ 1.6 million, and $ 0.6 million, respectively, of remeasurement losses associated with the applicable currency conversions related to Argentina and Türkiye. These losses were recorded within foreign exchange losses, net, which is a component of Other (expense) income, net, in the Company’s Consolidated Statements of Operations. 51 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Income taxes and uncertain tax positions: The provision for income taxes is determined using the asset and liability approach of accounting for income taxes. Under this approach, deferred taxes represent the future tax consequences expected to occur when the reported amounts of assets and liabilities are recovered or paid. The provision for income taxes represents income taxes paid or payable for the current year and the change in deferred taxes during the year. Deferred taxes result from differences between the financial and tax bases of the Company’s assets and liabilities and are adjusted for changes in tax rates and tax laws when changes are enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. The Company accounts for uncertainty in income taxes by applying the recognition threshold and measurement attributes for financial statement recognition and measurement of tax positions taken or expected to be taken on a tax return. The Company determines whether the benefits of tax positions are probable or more likely than not sustained upon audit based upon the technical merits of the tax position. For tax positions that are determined to be more likely than not sustained upon audit, the Company recognizes the largest amount of benefit that is greater than 50 % likely of being realized upon ultimate settlement in the financial statements. For tax positions that are not determined to be more likely than not sustained upon audit, the Company does not recognize any portion of the benefit in the financial statements. Additionally, the Company monitors and adjusts for derecognition, classification, and penalties and interest in interim periods, with appropriate disclosure and transition thereto. Also, the amount of interest expense and income related to uncertain tax positions is computed by applying the applicable statutory rate of interest to the difference between the tax position recognized, including timing differences, and the amount previously taken or expected to be taken in a tax return. The Company recognizes interest and/or penalties related to income tax matters in income tax expense. Finally, when applicable, the Company nets its liability for unrecognized tax benefits against deferred tax assets related to net operating losses or other tax credit carryforwards that would apply if the uncertain tax position were settled for the presumed amount at the balance sheet date. Pursuant to the Tax Cuts and Jobs Act (“U.S. Tax Reform”), specifically the one-time tax on deemed repatriation (the “Transition Tax”), the Company has provided for U.S. income tax on its undistributed earnings of non-U.S. subsidiaries, however, the Company is subject to and will incur other taxes, such as withholding taxes and dividend distribution taxes, if these undistributed earnings were ultimately remitted to the U.S. The Company currently intends to reinvest its future undistributed earnings of non-U.S. subsidiaries to support working capital needs and certain other growth initiatives of those subsidiaries. However, in certain cases the Company has and may in the future change its indefinite reinvestment assertion for any or all of these undistributed earnings. In this case, the Company would estimate and record a tax liability and corresponding tax expense for the amount of non-U.S. income taxes it would incur to ultimately remit these earnings to the U.S. See Note 10 for additional information. Earnings per share: The Company calculates earnings per share for non-vested stock awards with rights to non-forfeitable dividends, which requires non-vested stock awards with rights to non-forfeitable dividends to be included as part of the basic weighted average share calculation under the two-class method. See Note 11 for additional information. Comprehensive income (loss): The Company presents Other comprehensive income (loss) in its Statements of Comprehensive Income (Loss). The Company discloses significant amounts reclassified from each component of AOCI, the related tax amounts and the income statement line items affected by such reclassifications. See Note 22 for additional information. Cash and cash equivalents: The Company invests temporary and excess funds in money market securities and financial instruments having maturities within 90 days. The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents. The Company has not experienced losses from the aforementioned investments. Accounts receivable and allowance for credit losses: Trade accounts receivable subject the Company to credit risk. Trade accounts receivable are recorded at the invoiced amount and generally do not bear interest. The Company recognizes an allowance for credit losses, which represents the portion of the receivable that the Company does not expect to collect over its contractual life, considering past events and reasonable and supportable forecasts of future economic conditions. The Company’s allowance for credit losses on its trade accounts receivable is based on specific collectability facts and circumstances for each outstanding receivable and customer, the aging of outstanding receivables, and the associated collection risk the Company estimates for certain past due aging categories, and also, the general risk to all outstanding accounts receivable based on historical amounts determined to be uncollectible. The Company does not have any off-balance-sheet credit exposure related to its customers. See Note 12 for additional information. Inventories: Inventories are valued at the lower of cost or net realizable value, and are valued using the first-in, first-out method. See Note 13 for additional information. 52 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Long-lived assets: PP&E is stated at gross cost, less accumulated depreciation. Depreciation is computed using the straight-line method on an individual asset basis over the following estimated useful lives: buildings and improvements, 10 to 33 years, or the remaining term of the lease; and machinery and equipment, 4 to 10 years, or the remaining term of the lease. The carrying values of long-lived assets are evaluated whenever changes in circumstances or current events indicate the carrying amount of such assets may not be recoverable. An estimate of undiscounted cash flows produced by the asset, or the appropriate group of assets, is compared with the carrying value to determine whether an impairment exists. If necessary, the Company recognizes an impairment loss for the difference between the carrying amount of the assets and their estimated fair value. Fair value is based on current and anticipated future cash flows. Upon sale or other dispositions of long-lived assets, the applicable amounts of asset cost and accumulated depreciation are removed from the accounts and the net amount, less proceeds from disposals, is recorded in the Consolidated Statements of Operations. Expenditures for renewals or improvements that increase the estimated useful life or capacity of the assets are capitalized, whereas expenditures for repairs and maintenance are expensed when incurred. See Notes 9 and 14 for additional information. Capitalized software: The Company capitalizes certain costs in connection with developing or obtaining software for internal use, depending on the associated project. These costs are amortized over a period of 3 to 5 years once the assets are ready for their intended use. In connection with the implementations and upgrades to the Company’s global transaction, consolidation and other related systems, approximately $ 4.5 million and $ 3.5 million of net costs were capitalized in PP&E on the Company’s Consolidated Balance Sheets as of December 31, 2023 and 2022, respectively. Goodwill and other intangible assets: The Company records goodwill, definite-lived intangible assets and indefinite-lived intangible assets at fair value at the date of acquisition. Goodwill and indefinite-lived intangible assets are not amortized but tested for impairment at least annually. These tests will be performed more frequently if triggering events indicate potential impairment. In completing a quantitative goodwill impairment test, the Company compares a reporting unit’s fair value, primarily based on future discounted cash flows, to its carrying value in order to determine if an impairment charge is warranted. Definite-lived intangible assets are amortized on a straight-line basis over their estimated useful lives, generally for periods ranging from 3 to 24 years. The Company continually evaluates the reasonableness of the useful lives of these assets, consistent with the discussion of long-lived assets, above. See Notes 15 and 23 for additional information. Fair value measurements: Fair value is defined as an exit price, or 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. The Company utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. See Notes 20, 23 and 24 for additional information. The following briefly describes 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, for sustainability the full term of the asset or liability. 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 for the asset or liability that reflect the reporting entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability. Pension and other postretirement benefits: The Company maintains various noncontributory retirement plans, covering a portion of its employees in the U.S. and certain other countries, including the Netherlands, the United Kingdom (“U.K.”), Mexico, Sweden, Germany and France. The plans of the remaining non-U.S. subsidiaries are, for the most part, either fully insured or integrated with the local governments’ plans. The Company recognizes on a prospective basis the funded status of the defined benefit pension and other postretirement plans on its Consolidated Balance Sheets and, also, recognizes as a component of AOCI, net of tax, the gains or losses and prior service costs or credits that arise during the period but are not recognized as components of net periodic benefit cost. In addition, the Company recognizes a settlement charge in its Consolidated Statements of Operations when certain events occur, including plan termination or the settlement of certain plan liabilities. A settlement charge represents the immediate recognition into expense of a portion of the unrecognized loss within AOCI on the balance sheet in proportion to the share of the projected benefit obligation that was settled. The measurement date for the Company’s postretirement benefits plan is December 31. 53 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The Company’s global pension investment policies are designed to ensure that pension assets are invested in a manner consistent with meeting the future benefit obligations of the pension plans and maintaining compliance with various laws and regulations including the Employee Retirement Income Security Act of 1974. The Company establishes strategic asset allocation percentage targets and benchmarks for significant asset classes with the aim of achieving a prudent balance between return and risk. The Company’s investment horizon is generally long term, and, accordingly, the target asset allocations encompass a long-term perspective of capital markets, expected risk and return and perceived future economic conditions while also considering the profile of plan liabilities. To the extent feasible, the short-term investment portfolio is managed to match the short-term obligations, the intermediate portfolio duration is matched to reduce the risk of volatility in intermediate plan distributions, and the total return portfolio is managed to maximize the long-term real growth of plan assets. The critical investment principles of diversification, assessment of risk and targeting the optimal expected returns for given levels of risk are applied. The Company’s investment guidelines prohibit the use of securities such as letter stock and other unregistered securities, commodities or commodity contracts, short sales, margin transactions, private placements (unless specifically addressed by addendum), or any derivatives, options or futures for the purpose of portfolio leveraging. The target asset allocation is reviewed periodically and is determined based on a long-term projection of capital market outcomes, inflation rates, fixed income yields, returns, volatilities and correlation relationships. The interaction between plan assets and benefit obligations is periodically studied to assist in establishing such strategic asset allocation targets. Asset performance is monitored with an overall expectation that plan assets will meet or exceed benchmark performance over rolling five year periods. The Company’s pension committee, as authorized by the Company’s Board, has discretion to manage the assets within established asset allocation ranges approved by senior management of the Company. See Note 20 for additional information. Derivatives: The Company is exposed to the impact of changes in interest rates, foreign currency fluctuations, changes in commodity prices and credit risk. Historically, the Company has utilized interest rate swap agreements to enhance its ability to manage risk, including exposure to variability in interest payments associated with its variable rate debt. Derivative instruments are entered into for periods consistent with the related underlying exposures and do not constitute positions independent of those exposures. In order to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility, such as the Secured Overnight Financing Rate (“SOFR”), in the first quarter of 2023, the Company entered into $ 300.0 million notional amounts of three year interest rate swaps to convert a portion of the Company’s variable rate borrowings into a fixed rate obligation. The Company records these instruments on a net basis within the Consolidated Balance Sheets. These interest rate swaps are designated as cash flow hedges and, as such, the contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in AOCI to the extent effective and reclassified to interest expense in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur. See Note 24 for additional information. A significant portion of the Company’s revenues and earnings are generated by its foreign operations. These foreign operations also represent a significant portion of the Company’s assets and liabilities. Generally, all of these foreign operations use the local currency as their functional currency and translate their assets and liabilities into U.S. dollars at current exchange rates in effect on the balance sheet date. The gains and losses that result from this process are shown as translation adjustments in Accumulated Other Comprehensive Income in the equity section of the balance sheet. Many of these operations have transactions in currencies other than their functional currency, which creates foreign exchange remeasurement risk. The Company uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on certain assets and/or liabilities denominated in certain foreign currencies. These forward contracts are marked-to-market at each reporting date, with changes in the fair value of the underlying instruments, as well as gains and losses on the hedged foreign currency transactions recognized in earnings in Other (expense) income, net. The fair value of the forward contract is determined from sources independent of the Company, including the financial institutions which are party to the derivative instruments. See Note 24 for additional information. Environmental liabilities and expenditures: Accruals for environmental matters are recorded when it is probable that a liability has been incurred and the amount of the liability can be reasonably estimated. If there is a range of estimated liability and no amount in that range is considered more probable than another, then the Company records the lowest amount in the range. Environmental costs and remediation costs are capitalized if the costs extend the life, increase the capacity or improve safety or efficiency of the property from the date acquired or constructed, and/or mitigate or prevent contamination in the future. See Note 25 for additional information. Asset retirement obligations: The Company assesses whether it has legal or conditional obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, or development and/or the normal operation of a long-lived asset, including any legal obligations that require disposal of a replaced part that is a component of a tangible long-lived asset. As of December 31, 2023 and 2022, the Company had no significant exposure or liabilities recorded on its Consolidated Balance Sheets. 54 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Note 2 – Business Combinations Recent Acquisitions During February 2024, the Company acquired I.K.V. Tribologie IKVT and its subsidiaries (“IKVT”) for approximately 27.0 million EUR, or $ 29.1 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels. IKVT will be part of the Company’s EMEA segment and specializes in high-performance lubricants and greases, including original equipment manufacturer first-fill greases that are primarily used in the automotive, aerospace, electronics, and other industrial markets. The acquisition of IKVT strengthens the Company’s position in first fill greases. The results of operations of this acquisition are not included in the Consolidated Statements of Operations presented, because the date of closing was subsequent to December 31, 2023. Preliminary purchase price allocation of assets acquired and liabilities assumed have not been presented as that information is not available as of the date of these Consolidated Financial Statements. Previous Acquisitions In October 2022, the Company acquired a business that provides pickling and rinsing products and services, which is part of the EMEA reportable segment, for approximately 3.5 million EUR or approximately $ 3.5 million. The Company allocated $ 2.8 million of the purchase price to intangible assets, comprised of $ 2.3 million of customer relationships to be amortized over 10 years; $ 0.2 million of existing product technologies to be amortized over 10 years; and $ 0.3 million of licensed trademarks to be amortized over 10 years. In addition, the Company recorded $ 0.8 million of goodwill related to expected value not allocated to other acquired assets. In January 2022, the Company acquired a business that provides pickling inhibitor technologies, drawing lubricants and stamping oil, and various other lubrication, rust preventative, and cleaner applications, which is part of the Americas reportable segment for approximately $ 8.0 million. The Company allocated $ 5.6 million of the purchase price to intangible assets, comprised of $ 5.1 million of customer relationships to be amortized over 14 years; and $ 0.5 million of existing product technologies to be amortized over 14 years. In addition, the Company recorded $ 1.8 million of goodwill related to expected value not allocated to other acquired assets, all of which is expected to be tax deductible in various jurisdictions in which the Company operates. During the third quarter of 2023 the Company finalized post-closing adjustments that resulted in the Company paying less than $ 0.1 million of additional purchase consideration. Factors contributing to the purchase price that resulted in goodwill included the acquisition of business processes and personnel that will allow Quaker Houghton to better serve its customers. In January 2022, the Company acquired a business related to the sealing and impregnation of metal castings for the automotive sector, as well as impregnation resin and impregnation systems for metal parts, which is part of the EMEA reportable segment for approximately 1.2 million EUR or approximately $ 1.4 million. In November 2021, the Company acquired Baron Industries (“Baron”), a privately held company that provides vacuum impregnation services of castings, powder metals and electrical components for its Americas reportable segment for $ 11.0 million, including an initial cash payment of $ 7.1 million, subject to post-closing adjustments as well as certain earn-out provisions that are payable at various times from 2022 through 2025. The earn-out provisions could total a maximum of $ 4.5 million. In September 2022, the Company paid $ 2.5 million related to certain of these earnout provisions. As of December 31, 2023, the Company has remaining earnout liabilities recorded on its Consolidated Balance Sheet of $ 1.0 million. The Company allocated $ 8.0 million of the purchase price to intangible assets, $ 1.1 million of property, plant and equipment and $ 1.5 million of other assets acquired net of liabilities assumed, which includes $ 0.3 million of cash acquired. In addition, the Company recorded $ 0.4 million of goodwill, none of which is expected to be tax deductible. Intangible assets comprised $ 7.2 million of customer relationships to be amortized over 15 years; and $ 0.8 million of existing product technology to be amortized over 13 years. Factors contributing to the purchase price that resulted in goodwill included the acquisition of business processes and personnel that will allow Quaker Houghton to better serve its customers. During the third quarter of 2022, the Company finalized post-closing adjustments that resulted in the Company receiving less than $ 0.1 million. In November 2021, the Company acquired a business that provides hydraulic fluids, coolants, cleaners, and rust preventative oils in Türkiye for its EMEA reportable segment for 3.2 million EUR or approximately $ 3.7 million. In September 2021, the Company acquired the remaining interest in Grindaix-GmbH (“Grindaix”), a Germany-based, high-tech provider of coolant control and delivery systems for its EMEA reportable segment for 2.4 million EUR or approximately $ 2.9 million, which is gross of approximately $ 0.3 million of cash acquired. Previously, in February 2021, the Company acquired a 38 % ownership interest in Grindaix for 1.4 million EUR or approximately $ 1.7 million. The Company recorded its initial investment as an equity method investment within the Consolidated Financial Statements and accounted for the purchase of the remaining interest as a step acquisition whereby the Company remeasured the previously held equity method investment to its fair value. In June 2021, the Company acquired certain assets for its chemical milling maskants product line in the EMEA reportable segment for 2.3 million EUR or approximately $ 2.8 million. 55 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) In February 2021, the Company acquired a tin-plating solutions business for the steel end market for $ 25.0 million. This acquisition is part of each of the Company’s geographic reportable segments. The Company allocated $ 19.6 million of the purchase price to intangible assets, comprised of $ 18.3 million of customer relationships, to be amortized over 19 years; $ 0.9 million of existing product technology to be amortized over 14 years; and $ 0.4 million of a licensed trademark to be amortized over 3 years. In addition, the Company recorded $ 5.0 million of goodwill, all of which is expected to be tax deductible in various jurisdictions in which we operate. In December 2021, the Company completed its acquisition of Coral Chemical Company (“Coral”), a privately held, U.S.-based provider of metal finishing fluid solutions. The acquired assets and liabilities were assigned to the Americas reportable segment. The original purchase price was approximately $ 54.1 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels. Subsequent to the acquisition, the Company and the sellers of Coral (the “Sellers”) have worked to finalize certain post-closing adjustments. During the second quarter of 2022, after failing to reach resolution, the Sellers filed suit asserting certain amounts owed related to tax attributes of the acquisition. Since the second quarter of 2022, there have been no material changes to the facts and circumstances of the claim asserted by the Sellers, and the Company continues to believe the potential range of exposure for this claim is $ 0 to $ 1.5 million. As of December 31, 2023, the allocations of the purchase prices for all acquisitions, except IKVT, were finalized and the one year measurement periods have all ended. The results of operations of each acquisition completed prior to December 31, 2023 and subsequent to the respective acquisition dates are included in the Consolidated Statements of Operations. Applicable transaction expenses associated with these acquisitions are included in Combination, integration and other acquisition-related expenses in the Company’s Consolidated Statements of Operations. Certain pro forma and other information is not presented, as the operations of the acquired assets and businesses are not considered material to the overall operations of the Company for the periods presented. Note 3 – Recently Issued Accounting Standards Recently Issued Accounting Standards Not Yet Adopted The Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures in November 2023. This ASU expands on reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. The required disclosure, which is on an annual and interim basis, specifies that significant segment expenses are expenses that are regularly provided to the chief operating decision maker and are used to evaluate performance by segment to make decisions about resource allocations. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the disclosure requirements of this standard and the impact on its Consolidated Financial Statements and related disclosures. The FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures in December 2023. This ASU requires public business entities to disclose additional information in specified categories with respect to the reconciliation of the effective tax rate to the statutory rate (the “rate reconciliation”) for federal, state, and foreign income taxes. It also requires greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024. The Company is currently evaluating the disclosure requirements of this standard and the impact on its Consolidated Financial Statements. Note 4 – Business Segments The Company’s operating segments, which are consistent with its reportable segments, reflect the structure of the Company’s internal organization, the method by which the Company’s resources are allocated and the manner by which the chief operating decision maker assesses the Company’s performance. During the first quarter of 2023, the Company reorganized certain of its executive management team to align with its new business structure, which reflects the method by which the Company currently assesses its performance and allocates its resources. The Company has three reportable segments: (i) Americas; (ii) EMEA; and (iii) Asia/Pacific. The three segments are composed of the net sales and operations in each respective region. The three geographic segments are composed of the net sales and operations in each respective region, including net sales and operations formerly included in the Global Specialty Businesses segment. Prior period information has been recast to reflect the Company’s new reportable segments. However, the Company did not recast the carrying amount of goodwill for the years ended December 31, 2022 and 2021. See Notes 1, 4, 5, and 15 for additional information. 56 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly related COGS and SG&A. Operating expenses not directly attributable to the net sales of each respective segment, such as certain corporate and administrative costs, Combination, integration and other acquisition-related expenses, and Restructuring and related charges, are not included in segment operating earnings. Other items not specifically identified with the Company’s reportable segments include Interest expense, net and Other (expense) income, net. The following tables present information about the performance of the Company’s reportable segments for the years ended December 31, 2023, 2022 and 2021. Net sales 2023 2022 2021 Americas $ 977,095 $ 946,516 $ 762,211 EMEA 571,347 562,508 564,128 Asia/Pacific 404,871 434,561 434,819 Total net sales $ 1,953,313 $ 1,943,585 $ 1,761,158 2023 2022 2021 Segment operating earnings Americas $ 266,036 $ 223,629 $ 176,253 EMEA 104,811 76,364 110,981 Asia/Pacific 118,458 105,842 109,233 Total segment operating earnings 489,305 405,835 396,467 Combination, integration and other acquisition-related expenses — ( 8,779 ) ( 23,885 ) Restructuring and related charges, net ( 7,588 ) ( 3,163 ) ( 1,433 ) Fair value step up of acquired inventory sold — — ( 801 ) Impairment charges — ( 93,000 ) — Non-operating and administrative expenses ( 206,398 ) ( 187,841 ) ( 157,309 ) Depreciation of corporate assets and amortization ( 60,824 ) ( 60,748 ) ( 62,573 ) Operating income 214,495 52,304 150,466 Other (expense) income, net ( 10,672 ) ( 12,607 ) 18,851 Interest expense, net ( 50,699 ) ( 32,579 ) ( 22,326 ) Income before taxes and equity in net income of associated companies $ 153,124 $ 7,118 $ 146,991 The following tables present information regarding the Company’s reportable segments’ assets and long-lived assets, excluding goodwill, as of December 31, 2023, 2022 and 2021. Management does not use goodwill by segment to evaluate performance or allocate resources. Segment assets, excluding goodwill 2023 2022 2021 Americas $ 903,319 $ 1,196,906 $ 1,160,921 EMEA 703,338 583,861 685,812 Asia/Pacific 595,036 525,847 477,833 Total segment assets $ 2,201,693 $ 2,306,614 $ 2,324,566 Segment long-lived assets 2023 2022 2021 Americas $ 159,015 $ 150,294 $ 145,390 EMEA 83,488 87,279 89,637 Asia/Pacific 123,846 120,761 125,365 Total segment long-lived assets $ 366,349 $ 358,334 $ 360,392 57 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The following tables present information regarding the Company’s reportable segments’ capital expenditures and depreciation for identifiable assets for the years ended December 31, 2023, 2022 and 2021: Capital expenditures 2023 2022 2021 Americas $ 25,650 $ 19,121 $ 11,716 EMEA 7,561 6,065 7,428 Asia/Pacific 5,589 3,353 2,313 Total segment capital expenditures $ 38,800 $ 28,539 $ 21,457 Depreciation 2023 2022 2021 Americas $ 12,298 $ 11,723 $ 13,599 EMEA 7,321 6,608 8,294 Asia/Pacific 4,214 4,593 4,756 Total segment depreciation $ 23,833 $ 22,924 $ 26,649 The following table summarizes net sales and long-lived assets, respectively, attributable to non-U.S. domiciled operations for the years ended December 31, 2023, 2022 and 2021: Non-U.S. operations 2023 2022 2021 Total net sales $ 1,234,571 $ 1,246,700 $ 1,198,377 Long-lived assets 148,515 156,374 155,208 All inter-segment transactions have been eliminated from each reportable segment’s net sales and earnings for all periods presented in the above tables. The following table summarizes inter-segment revenues for the years ended December 31, 2023, 2022 and 2021: Inter-segment revenues 2023 2022 2021 Americas $ 9,005 $ 11,552 $ 13,307 EMEA 24,865 44,605 40,396 Asia/Pacific 2,651 957 1,951 Note 5 – Net Sales and Revenue Recognition Arrangements Resulting in Net Reporting As part of the Company’s Fluidcare TM business, certain third-party product sales to customers are managed by the Company. The Company transferred third-party products under arrangements resulting in net reporting of $ 81.8 million, $ 83.8 million and $ 71.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Customer Concentration A significant portion of the Company’s revenues are realized from the sale of process fluids and services to manufacturers of steel, aluminum, automobiles, aircraft, industrial equipment, and durable goods. During the year ended December 31, 2023, the Company’s five largest customers (each composed of multiple subsidiaries or divisions with semiautonomous purchasing authority) accounted for approximately 12 % of consolidated net sales, with its largest customer accounting for approximately 3 % of consolidated net sales. Contract Assets and Liabilities The Company had no material contract assets recorded on its Consolidated Balance Sheets as of December 31, 2023 and 2022. The Company had approximately $ 4.5 million and $ 5.7 million of deferred revenue as of December 31, 2023 and 2022, respectively. During the years ended December 31, 2023 and 2022, respectively, the Company satisfied all of the associated performance obligations and recognized into revenue the advance payments received and recorded as of December 31, 2022 and 2021, respectively. 58 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Disaggregated Revenue The Company sells its various industrial process fluids, its specialty chemicals and its technical expertise as a global product portfolio. The Company generally manages and evaluates its performance by reportable segment first, and then by customer industries. Net sales of each of the Company’s major product lines are generally spread throughout all three of the Company’s segments, and in most cases, approximately proportionate to the level of total sales in each segment. The following tables present disaggregated information regarding the Company’s net sales, first by major product lines that represent more than 10 % of the Company’s consolidated net sales for any of the years ended December 31, 2023, 2022 and 2021, and followed then by a disaggregation of the Company’s net sales by segment and customer industry for the years ended December 31, 2023, 2022 and 2021. Major Product Line 2023 2022 2021 Metal removal fluids 23.6 % 22.9 % 23.4 % Rolling lubricants 19.5 % 20.8 % 22.2 % Hydraulic fluids 14.1 % 14.1 % 13.6 % Net sales for the year ending December 31, 2023 Americas EMEA Asia/Pacific Consolidated Total Customer Industries Metals $ 268,174 $ 136,979 $ 195,578 $ 600,731 Metalworking and other 708,921 434,368 209,293 1,352,582 $ 977,095 $ 571,347 $ 404,871 $ 1,953,313 Net sales for the year ending December 31, 2022 Americas EMEA Asia/Pacific Consolidated Total Customer Industries Metals $ 252,513 $ 137,767 $ 214,377 $ 604,657 Metalworking and other 694,003 424,741 220,184 1,338,928 $ 946,516 $ 562,508 $ 434,561 $ 1,943,585 Net sales for the year ending December 31, 2021 Americas EMEA Asia/Pacific Consolidated Total Customer Industries Metals $ 210,340 $ 141,950 $ 207,160 $ 559,450 Metalworking and other 551,871 422,178 227,659 1,201,708 $ 762,211 $ 564,128 $ 434,819 $ 1,761,158 Note 6 – Leases The Company has operating leases for certain facilities, vehicles and machinery and equipment with remaining lease terms up to 11 years. In addition, the Company has certain land use leases with remaining lease terms up to 92 years. The Company’s finance leases are included in PP&E each of the Consolidated Balance Sheets. See Note 14 for additional information. The Company has no material variable lease costs or sublease income for the years ended December 31, 2023, 2022 and 2021. The following table sets forth the components of the Company’s lease cost for the years ended December 31, 2023, 2022 and 2021: December 31, 2023 December 31, 2022 December 31, 2021 Operating lease expense $ 14,981 $ 15,171 $ 14,061 Short-term lease expense 760 816 861 59 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Supplemental cash flow information related to the Company’s leases is as follows: December 31, 2023 December 31, 2022 December 31, 2021 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 16,020 $ 19,215 $ 13,859 Non-cash lease liabilities activity Leased right-of-use assets obtained in exchange for new operating lease liabilities 10,044 23,356 11,142 Supplemental balance sheet information related to the Company’s leases is as follows: December 31, 2023 December 31, 2022 Right of use lease assets $ 38,614 $ 43,766 Other accrued liabilities 11,965 12,024 Long-term lease liabilities 22,937 26,967 Total operating lease liabilities $ 34,902 $ 38,991 Weighted average remaining lease term (years) 5.1 5.1 Weighted average discount rate 4.91 % 4.36 % Maturities of operating lease liabilities as of December 31, 2023 were as follows: For the year ended December 31, 2024 $ 13,130 For the year ended December 31, 2025 9,027 For the year ended December 31, 2026 6,840 For the year ended December 31, 2027 3,543 For the year ended December 31, 2028 1,909 For the year ended December 31, 2029 and beyond 5,245 Total lease payments 39,694 Less: imputed interest ( 4,792 ) Present value of lease liabilities $ 34,902 Note 7 – Restructuring and Related Activities The Company approved a global restructuring plan (the “QH Program”) as part of its initial plan to realize certain cost synergies associated with the Combination in the third quarter of 2019. The Company completed all of the initiatives and paid all remaining severance related to the QH Program as of the year ended December 31, 2023. In 2022, the Company initiated a global cost and optimization program to improve its cost structure and drive a more profitable and productive organization. This program includes certain restructuring activities to further simplify, optimize and strengthen the Company’s footprint, go-to-market strategy, portfolio and organization. As of December 31, 2023, the program included restructuring and associated severance costs to reduce headcount by approximately 120 positions globally. These headcount reductions began in the fourth quarter of 2022 and are expected to be completed in 2024. Under the Company’s restructuring programs, employee separation benefits varied depending on local regulations within certain foreign countries and included severance and other benefits. The exact timing to complete all actions and final costs associated will depend on a number of factors and are subject to change. Restructuring costs incurred during the years ended December 31, 2023, 2022 and 2021 include severance costs to reduce headcount, including customary and routine adjustments to initial estimates for employee separation costs, as well as costs to close certain facilities and are recorded in Restructuring and related charges in the Company’s Consolidated Statements of Operations. 60 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Activity in the Company’s accrual for its restructuring programs for the years ended December 31, 2023 and 2022 are as follows: Accrued restructuring as of December 31, 2021 $ 4,087 Restructuring and related charges 3,163 Cash payments ( 1,532 ) Currency translation adjustments ( 235 ) Accrued restructuring as of December 31, 2022 5,483 Restructuring and related charges 7,588 Cash payments ( 9,786 ) Currency translation adjustments 65 Accrued restructuring as of December 31, 2023 $ 3,350 In connection with the plans for closure of certain manufacturing and non-manufacturing facilities, the Company made available for sale certain facilities and property. During the years ended December 31, 2023, 2022 and 2021, certain of these facilities were sold and the Company recognized a gain of $ 1.4 million, $ 0.2 million and $ 5.4 million, respectively, which is included within Other (expense) income, net on the Consolidated Statements of Operations. Additionally, certain properties with an aggregate book value of approximately $ 1.6 million continue to be held-for-sale as of December 31, 2023 and are recorded in Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets. The Company expects to complete the sale of these properties in 2024. The Company will continue to evaluate its existing facilities and footprint, which may include making certain other facilities or property available for sale in the future. As described in Note 4, Restructuring and related charges are not included in the Company’s reportable segments’ measure of operating earnings. Note 8 – Share-Based Compensation The Company recognized the following share-based compensation expense in its Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Stock options $ 1,039 $ 1,774 $ 1,235 Non-vested stock awards and restricted stock units 9,305 6,679 5,438 Non-elective and elective 401(k) matching contribution in stock — — 1,553 Director stock ownership plan 86 63 901 Performance stock units 4,175 3,150 1,911 Total share-based compensation expense $ 14,605 $ 11,666 $ 11,038 Share-based compensation expense is recorded in SG&A, except for $ 0.2 million and $ 0.9 million during the years ended December 31, 2022 and 2021, respectively, recorded within Combination, integration and other acquisition-related expenses. Stock Options Stock option activity under all plans is as follows: Number of Options Weighted Average Exercise Price (per option) Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value Options outstanding as of January 1, 2023 119,482 $ 183.39 Options exercised ( 55,168 ) 148.01 Options forfeited ( 1,461 ) 185.05 Options outstanding as of December 31, 2023 62,853 $ 214.40 4.3 $ 1,474 Options expected to vest after December 31, 2023 19,756 $ 177.92 5.2 $ 701 Options exercisable as of December 31, 2023 43,097 $ 195.48 3.9 $ 773 61 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The total intrinsic value of options exercised during the years ended December 31, 2023, 2022 and 2021 was approximately $ 3.6 million, $ 0.8 million and $ 2.7 million, respectively. Intrinsic value is calculated as the difference between the current market price of the underlying security and the strike price of a related option. A summary of the Company’s outstanding stock options as of December 31, 2023 is as follows: Range of Exercise Prices Number of Options Outstanding Weighted Average Remaining Contractual Term (years) Weighted Average Exercise Price (per option) Number of Options Exercisable Weighted Average Exercise Price (per option) $ 120.01 - $ 150.00 15,481 3.7 137.76 12,660 136.73 $ 150.01 - $ 180.00 25,652 4.8 174.77 10,236 169.46 $ 220.01 - $ 250.00 21,720 4.2 245.10 20,201 245.49 62,853 4.3 214.40 43,097 195.48 As of December 31, 2023, unrecognized compensation expense related to options granted during 2022 and 2021 was $ 0.2 million and $ 0.1 million, respectively, to be recognized over a weighted average period of 0.8 years. The Company granted stock options under its LTIP plan that are subject only to time vesting generally over a three year period during 2022 and 2021. The Company granted no stock options during the year ended December 31, 2023. For the purposes of determining the fair value of stock option awards, the Company used a Black-Scholes option pricing model and primarily used the assumptions set forth in the table below: July 2022 Grant March 2022 Grant March 2021 Grant Number of stock options granted 4,837 27,077 25,250 Dividend yield 0.79 % 0.80 % 0.85 % Expected volatility 40.47 % 38.60 % 37.33 % Risk-free interest rate 2.87 % 2.07 % 0.60 % Expected term (years) 4.0 4.0 4.0 The fair value of these options is being amortized on a straight-line basis over the respective vesting period of each award. The Company recognized the following share-based compensation expense on each award during the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 2022 Stock option awards 494 783 — 2021 Stock option awards 446 521 429 2020 Stock option awards 99 443 516 2019 Stock option awards — 27 234 2018 Stock option awards — — 56 Total 1,039 1,774 1,235 62 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Restricted Stock Awards Activity of non-vested restricted stock awards granted under the Company’s LTIP plan is shown below: Number of Shares Weighted Average Grant Date Fair Value (per share) Non-vested restricted stock awards, December 31, 2022 79,455 $ 171.61 Granted 43,008 184.61 Vested ( 33,685 ) 149.26 Forfeited ( 11,021 ) 180.41 Non-vested restricted stock awards, December 31, 2023 77,757 $ 187.24 The fair value of the non-vested stock is based on the trading price of the Company’s common stock on the date of grant. The Company adjusts the grant date fair value for expected forfeitures based on historical experience for similar awards. As of December 31, 2023, unrecognized compensation expense related to these awards was $ 6.1 million, to be recognized over a weighted average remaining period of 1.3 years. Restricted Stock Units Activity of non-vested restricted stock units granted under the Company’s LTIP plan is shown below: Number of Units Weighted Average Grant Date Fair Value (per unit) Non-vested restricted stock units, December 31, 2022 18,500 $ 171.83 Granted 6,675 180.38 Vested ( 7,014 ) 152.17 Forfeited ( 1,959 ) 184.08 Non-vested restricted stock units, December 31, 2023 16,202 $ 180.14 The fair value of the non-vested restricted stock units is based on the trading price of the Company’s common stock on the date of grant. The Company adjusts the grant date fair value for expected forfeitures based on historical experience for similar awards. As of December 31, 2023, unrecognized compensation expense related to these awards was $ 1.2 million, to be recognized over a weighted average remaining period of 1.4 years. Performance Stock Units The Company grants performance-dependent stock awards (“PSUs”) as a component of its LTIP, which will be settled in a certain number of shares subject to market-based and time-based vesting conditions. The number of fully vested shares that may ultimately be issued as settlement for each award may range from 0 % up to 200 % of the target award, subject to the achievement of the Company’s total shareholder return (“TSR”) relative to the performance of the Company’s peer group, the S&P Midcap 400 Materials group, and separately the achievement of a performance-based return on invested capital (“ROIC”) measure. The service period required for the PSUs is three years and the measurement period of the market-based and performance objectives is generally from January 1 of the year of grant through December 31 of the year prior to issuances of the shares upon settlement. 63 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Compensation expense for PSUs is measured based on their grant date fair value and is recognized on a straight-line basis over the three-year vesting period. The fair value of PSUs granted with a ROIC condition is based on the trading price of the Company’s common stock on the date of grant. PSUs granted with a relative TSR condition are valued using a Monte Carlo simulation on the grant date. The grant-date fair value of the PSUs valued using a Monte Carlo simulation, which included the following assumptions set forth in the table below: 2023 2022 CEO Grant 2021 (1) 2021 Number of PSUs granted 16,984 18,462 3,775 12,103 Risk-free interest rate 3.85 % 2.11 % 0.65 % 0.29 % Dividend yield 0.96 % 0.93 % 0.72 % 0.64 % Expected term (years) 3.0 3.0 3.0 3.0 (1) On September 2, 2021, the Board appointed Andrew Tometich to serve as CEO and entered into an Employment Agreement, which included an equity award consisting of a mix of time-based restricted stock and PSUs. As of December 31, 2023, there was approximately $ 6.8 million of total unrecognized compensation cost related to PSUs which the Company expects to recognize over a weighted-average period of 2.0 years. Defined Contribution Plan Beginning in April 2020 and continuing through March 2021, the Company matched both non-elective and elective 401(k) contributions in fully vested shares of the Company’s common stock rather than cash. There were no matching contributions in stock for the years ended December 31, 2023 and 2022. For the year ended December 31, 2021, total contributions in stock were $ 1.5 million. 2023 Director Stock Ownership Plan In March 2023, the Company adopted the 2023 Director Stock Ownership Plan (the “Plan”), to encourage the Directors to increase their individual investment in the Company, which was approved at the Company’s May 2023 shareholders’ meeting. The Plan authorizes the issuance of up to 75,000 shares of Quaker common stock in accordance with the terms of the Plan in payment of all or a portion of the annual cash retainer payable to each of the Company’s non-employee directors in 2023 and subsequent years during the term of the Plan. Under the Plan, each director who, on May 1 of the applicable calendar year, owns less than 500 % of the annual cash retainer for the applicable calendar year, divided by the average of the closing price of a share of Quaker Common Stock as reported by the composite tape of the New York Stock Exchange for the previous calendar year (the “Threshold Amount”), is required to receive 75 % of the annual cash retainer in Quaker common stock and 25 % of the retainer in cash, unless the director elects to receive a greater percentage of Quaker common stock, up to 100 % of the annual cash retainer for the applicable year. Each director who owns more than the Threshold Amount may elect to receive common stock in payment of a percentage (up to 100 %) of the annual cash retainer. The annual retainer is approximately $ 0.1 million and the retainer payment date is June 1. Note 9 – Other (Expense) Income, net Other (expense) income, net for the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Income from third party license fees $ 1,210 $ 1,268 $ 1,367 Foreign exchange losses, net ( 14,785 ) ( 9,399 ) ( 3,821 ) Gain on disposals of property, plant, equipment and other assets, net 1,307 168 4,695 Non-income tax refunds and other related credits (expense) 1,339 ( 1,613 ) 15,155 Pension and postretirement benefit (costs) income, non-service components ( 2,033 ) 1,704 759 Loss on extinguishment of debt — ( 6,763 ) — Facility remediation recoveries, net 2,141 1,804 — Other non-operating income, net 149 224 696 Total other (expense) income, net $ ( 10,672 ) $ ( 12,607 ) $ 18,851 Foreign exchange losses, net, during the years ended December 31, 2023, 2022 and 2021, include foreign currency transaction losses of approximately $ 7.8 million, $ 1.6 million and $ 0.6 million, respectively, related to hyper-inflationary accounting. See Note 1 for additional information. 64 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Gain on disposals of property, plant, equipment and other assets, net, includes losses related to certain fixed asset disposals resulting from the property damage caused by flooding of the Company’s Conshohocken, Pennsylvania headquarters in 2021, described in Note 25 of Notes to Consolidated Financial Statements. This caption also includes gains in 2023, 2022 and 2021 on the sale of certain held-for-sale real property assets, described in Note 7 of Notes to Consolidated Financial Statements. Non-income tax refunds and other related credits (expense) during the year ended December 31, 2023 and 2022 includes adjustments to a Combination-related indemnification asset associated with the settlement of certain income tax audits at certain of the Company’s Italian and German affiliates for tax periods prior to August 1, 2019, whereas during the year ended December 31, 2021, this includes certain non-income tax credits for the Company’s Brazilian subsidiaries described in Note 25 of Notes to Consolidated Financial Statements. Loss on extinguishment of debt during the year ended December 31, 2022 includes the write-off of certain previously unamortized deferred financing costs as well as a portion of the third party and creditor debt issuance costs incurred to execute an amendment to the Company’s primary credit facility. See Note 19 for additional information. Facility remediation recoveries, net for the years ended December 31, 2023 and 2022 reflects payments received from insurers related to the property damage incurred during 2021, noted above. See Notes 18 and 25 for additional information. Note 10 – Taxes on Income On December 22, 2017, the U.S. government enacted comprehensive tax legislation which we refer to as U.S. Tax Reform. U.S. Tax Reform implemented a new system of taxation for non-U.S. earnings which eliminated U.S. federal income taxes on dividends from certain foreign subsidiaries and imposed a one-time transition tax on the deemed repatriation of undistributed earnings of certain foreign subsidiaries that is payable over eight years. Accordingly, the Company had initially recorded a $ 15.5 million transition tax liability for U.S. income taxes on undistributed earnings of non-U.S. subsidiaries. As of December 31, 2023, $ 8.5 million in installments have been paid with the remaining $ 7.0 million to be paid through installments in future years. The Company may also be subject to other taxes, such as withholding taxes and dividend distribution taxes, if these undistributed earnings are ultimately remitted to the U.S. Taxes on income before equity in net income of associated companies for the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 Current: Federal $ 12,159 $ ( 708 ) $ 955 State 2,938 1,450 2,115 Foreign 51,930 34,735 44,375 Total 67,027 35,477 47,445 Deferred: Federal 518 ( 2,798 ) ( 3,863 ) State ( 163 ) ( 713 ) ( 3,117 ) Foreign ( 11,797 ) ( 7,041 ) ( 5,526 ) Total $ ( 11,442 ) $ ( 10,552 ) $ ( 12,506 ) Taxes on income before equity in net income of associated companies $ 55,585 $ 24,925 $ 34,939 The components of income before taxes and equity of associated companies for the years ended December 31, 2023, 2022 and 2021 are as follows: 2023 2022 2021 U.S. $ 14,520 $ ( 4,933 ) $ 7,263 Foreign 138,604 12,051 139,728 Total $ 153,124 $ 7,118 $ 146,991 65 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Total deferred tax assets and liabilities are composed of the following as of December 31, 2023 and 2022: 2023 2022 Pension and other postretirement benefits $ 6,539 $ 5,777 Allowance for credit losses 2,627 2,246 Insurance and litigation reserves 534 716 Performance incentives 5,839 3,327 Equity-based compensation 2,980 2,723 Prepaid expense 541 486 Operating loss carryforward 22,693 20,519 Foreign tax credit and other credits 13,360 5,506 Interest 12,926 9,928 Restructuring reserves 403 791 Right of use lease assets 8,018 8,440 Inventory reserves 4,810 3,712 Research and development 11,125 11,936 Other 5,712 3,562 Total deferred tax assets, gross 98,107 79,669 Valuation allowance ( 24,182 ) ( 11,730 ) Total deferred tax assets, net $ 73,925 $ 67,939 Depreciation 10,240 11,935 Intangibles 177,320 182,838 Lease liabilities 9,105 9,590 Outside basis in equity investment 5,276 5,886 Unremitted earnings 8,204 6,766 Total deferred tax liabilities $ 210,145 $ 217,015 Total net deferred tax liabilities $ ( 136,220 ) $ ( 149,076 ) The Company’s net deferred tax assets and liabilities are classified in the Consolidated Balance Sheets as of December 31, 2023 and 2022 as follows: 2023 2022 Non-current deferred tax assets $ 10,737 $ 11,218 Non-current deferred tax liabilities 146,957 160,294 Total net deferred tax liabilities $ ( 136,220 ) $ ( 149,076 ) As of December 31, 2023, the Company has a deferred tax liability of $ 8.2 million on certain undistributed foreign earnings, which primarily represents the Company’s estimate of the non-U.S. income taxes the Company will incur to ultimately remit certain earnings to the U.S. Otherwise, it is the Company’s current intention to reinvest its additional undistributed earnings of certain non-U.S. subsidiaries to support working capital needs and certain other growth initiatives outside of the U.S. The amount of such undistributed earnings at December 31, 2023 was approximately $ 379.2 million. Any tax liability which might result from ultimate remittance of these earnings is expected to be substantially offset by foreign tax credits (subject to certain limitations). It is currently impractical to estimate any such incremental tax expense. The Company has $ 7.3 million of deferred tax assets related to state net operating losses. Management analyzed the expected impact of the reversal of existing taxable temporary differences, considered expiration dates, analyzed current state tax laws, and determined that $ 1.9 million of state net operating loss carryforwards is expected to be realized as a future benefit based on the reversal of deferred tax liabilities. Accordingly, a partial valuation allowance of $ 5.4 million has been established. These state net operating losses are subject to various carryforward periods of 5 years to 20 years or an indefinite carryforward period. An additional $ 0.9 million of valuation allowance was established for other net state deferred tax assets. 66 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The Company has $ 15.6 million of deferred tax assets related to foreign net operating loss carryforwards. A partial valuation allowance of $ 2.4 million has been established against this amount resulting in a net $ 13.2 million expected future benefit. These foreign net operating losses are subject to various carryforward periods with the majority having an indefinite carryforward period. An additional partial valuation allowance of $ 3.0 million has been established against certain other foreign deferred tax assets. Foreign tax credits may be carried forward for 10 years. Management analyzed the expected impact of the utilization of foreign tax credits based on certain assumptions such as projected U.S. taxable income, overall domestic loss recapture, and annual limitations due to the ownership change under the Internal Revenue Code. The Company had a foreign tax credit carry forward of $ 13.0 million and $ 5.2 million as of December 31, 2023 and 2022, respectively, with a $ 12.5 million and $ 1.3 million valuation allowance as of December 31, 2023 and 2022, respectively, reflecting the amount of credits that are not expected to be utilized before expiration. The following are the changes in the Company’s deferred tax asset valuation allowance for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Balance at January 1, $ 11,730 $ 17,400 $ 21,511 Net charges to income tax expense $ 14,393 $ 1,119 $ 359 Release of valuation allowance $ ( 1,941 ) $ ( 6,789 ) $ ( 4,470 ) Balance at December 31, $ 24,182 $ 11,730 $ 17,400 The following is a reconciliation of income taxes at the Federal statutory rate with income taxes recorded by the Company for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Income tax provision at the Federal statutory tax rate $ 32,156 $ 1,495 $ 30,868 Unremitted earnings 1,211 ( 1,839 ) 1,841 Tax law changes / reform 47 823 1,955 U.S. tax on foreign operations 9,014 4,864 10,479 Pension settlement — — — Foreign derived intangible income ( 1,147 ) ( 917 ) ( 8,698 ) Non-deductible acquisition expenses — 45 129 Withholding taxes 11,193 7,785 6,584 Foreign tax credits ( 3,432 ) ( 5,850 ) ( 14,725 ) Share-based compensation 973 1,234 600 Foreign tax rate differential 4,731 4,782 1,712 Research and development credit ( 2,000 ) ( 1,757 ) ( 1,685 ) Audit Settlements 456 2,697 1,378 Uncertain tax positions ( 598 ) ( 6,375 ) 519 State income tax provisions, net 2,158 432 ( 1,446 ) Non-deductible meals and entertainment 416 146 426 Intercompany transfer of intangible assets ( 584 ) ( 1,932 ) 4,347 Goodwill Impairment — 19,550 — Miscellaneous items, net 991 ( 258 ) 655 Taxes on income before equity in net income of associated companies $ 55,585 $ 24,925 $ 34,939 For the years ended December 31, 2023 and 2022, the Company’s cumulative liability for gross unrecognized tax benefits were $ 15.7 million and $ 16.3 million, respectively. For the years ended December 31, 2023 and 2022, the Company had accrued approximately $ 1.1 million and $ 1.3 million, respectively, for cumulative penalties and $ 2.9 million and $ 2.7 million, respectively, for cumulative interest. 67 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The Company continues to recognize interest and penalties associated with uncertain tax positions as a component of tax expense on income before equity in net income of associated companies in its Consolidated Statements of Operations. The Company recognized a benefit of $ 0.4 million for penalties and an expense of $ 0.1 million for interest (net of expirations and settlements) in its Consolidated Statement of Income for the year ended December 31, 2023, a benefit of $ 1.7 million for penalties and a benefit of $ 0.3 million for interest (net of expirations and settlements) in its Consolidated Statement of Income for the year ended December 31, 2022, and a benefit of $ 0.5 million for penalties and a benefit of $ 0.3 million for interest (net of expirations and settlements) in its Consolidated Statement of Income for the year ended December 31, 2021. The Company estimates that during the year ending December 31, 2023, it will reduce its cumulative liability for gross unrecognized tax benefits by approximately $ 2.7 million due to the expiration of the statute of limitations with regard to certain tax positions. This estimated reduction in the cumulative liability for unrecognized tax benefits does not consider any increase in liability for unrecognized tax benefits with regard to existing tax positions or any increase in cumulative liability for unrecognized tax benefits with regard to new tax positions for the year ending December 31, 2023. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2023, 2022 and 2021, respectively, is as follows: 2023 2022 2021 Unrecognized tax benefits as of January 1 $ 16,340 $ 22,464 $ 22,152 (Decrease) increase in unrecognized tax benefits taken in prior periods ( 147 ) ( 1,174 ) 1,002 Increase in unrecognized tax benefits taken in current period 1,799 953 2,915 Decrease in unrecognized tax benefits due to lapse of statute of limitations ( 2,736 ) ( 2,378 ) ( 1,527 ) Decrease in unrecognized tax benefits due to audit settlements — ( 2,509 ) ( 1,104 ) (Decrease) increase due to foreign exchange rates 403 ( 1,016 ) ( 974 ) Unrecognized tax benefits as of December 31 $ 15,659 $ 16,340 $ 22,464 The amount of net unrecognized tax benefits above that, if recognized, would impact the Company’s tax expense and effective tax rate is $ 10.1 million, $ 10.2 million and $ 15.2 million for the years ended December 31, 2023, 2022 and 2021, respectively. The Company and its subsidiaries are subject to U.S. Federal income tax, as well as the income tax of various state and foreign tax jurisdictions. Tax years that remain subject to examination by major tax jurisdictions are shown in the table below: Jurisdiction Open Years Brazil 2018-2023 China 2018-2023 Germany 2018-2023 India 2017-2023 Italy 2007, 2019-2023 Mexico 2018-2023 Netherlands 2017-2023 Spain 2018-2023 U.S. Federal and State 2019-2023 United Kingdom 2018-2023 Positions challenged by the taxing authorities may be settled or applied by the Company. As a result, income tax uncertainties are recognized in the Company’s financial statements in accordance with the accounting for income taxes, when applicable. 68 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Note 11 – Earnings Per Share The following table summarizes earnings per share calculations for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Basic earnings per common share Net income (loss) attributable to Quaker Chemical Corporation $ 112,748 $ ( 15,931 ) $ 121,369 Less: (income) loss allocated to participating securities ( 555 ) 92 ( 480 ) Net income (loss) available to common shareholders $ 112,193 $ ( 15,839 ) $ 120,889 Basic weighted average common shares outstanding 17,892,461 17,841,487 17,805,034 Basic earnings (loss) per common share $ 6.27 $ ( 0.89 ) $ 6.79 Diluted earnings per common share Net income (loss) attributable to Quaker Chemical Corporation $ 112,748 $ ( 15,931 ) $ 121,369 Less: (income) loss allocated to participating securities ( 554 ) 92 ( 479 ) Net income (loss) available to common shareholders $ 112,194 $ ( 15,839 ) $ 120,890 Basic weighted average common shares outstanding 17,892,461 17,841,487 17,805,034 Effect of dilutive securities 22,348 15,005 50,090 Diluted weighted average common shares outstanding 17,914,809 17,856,492 17,855,124 Diluted earnings (loss) per common share $ 6.26 $ ( 0.89 ) $ 6.77 Certain stock options, restricted stock units and PSUs are not included in the diluted earnings per share calculation when the effect would have been anti-dilutive. The calculated amount of anti-diluted shares not included were 10,621 in 2023, 28,222 in 2022 and 4,070 in 2021. Note 12 – Accounts Receivable and Allowance for Credit Losses As of December 31, 2023 and 2022, the Company had gross trade accounts receivable totaling $ 458.3 million and $ 486.4 million, respectively. The following are changes in the allowance for credit losses during the years ended December 31, 2023, 2022 and 2021: Balance at Beginning of Period Changes to Costs and Expenses Write-Offs Charged to Allowance Exchange Rate Changes and Other Adjustments Balance at End of Period Year ended December 31, 2023 $ 13,527 $ 1,327 $ ( 961 ) $ ( 591 ) $ 13,302 Year ended December 31, 2022 $ 12,334 $ 4,319 $ ( 2,441 ) $ ( 685 ) $ 13,527 Year ended December 31, 2021 $ 13,145 $ 653 $ ( 946 ) $ ( 518 ) $ 12,334 Note 13 – Inventories Inventories, net, as of December 31, 2023 and 2022 were as follows: 2023 2022 Raw materials and supplies $ 119,047 $ 151,105 Work in process, finished goods and reserves 114,810 133,743 Total inventories, net $ 233,857 $ 284,848 69 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Note 14 – Property, Plant and Equipment Property, plant and equipment as of December 31, 2023 and 2022 were as follows: 2023 2022 Land $ 26,110 $ 29,010 Building and improvements 147,135 138,759 Machinery and equipment 263,999 240,097 Construction in progress 16,175 20,324 Property, plant and equipment, at cost 453,419 428,190 Less: accumulated depreciation ( 245,608 ) ( 229,595 ) Total property, plant and equipment, net $ 207,811 $ 198,595 As of December 31, 2023, PP&E includes $ 0.6 million of finance lease assets and future minimum lease payments. Property with an aggregate book value of approximately $ 1.6 million is held-for-sale as of December 31, 2023 and is recorded in Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets. See Note 7 for additional information. Note 15 – Goodwill and Other Intangible Assets In connection with the Company’s reorganization and the associated change in reportable segments and reporting units during the first quarter of 2023, the Company reallocated goodwill previously held by the former Global Specialty Businesses segment to the remaining business segments as of January 1, 2023. Changes in the carrying amount of goodwill for the years ended December 31, 2023 and 2022 were as follows: Americas EMEA Asia/Pacific Global Specialty Businesses Total Balance as of December 31, 2021 $ 214,023 $ 135,520 $ 162,458 $ 119,193 $ 631,194 Goodwill additions 1,853 251 — ( 59 ) 2,045 Goodwill impairments — ( 93,000 ) — — ( 93,000 ) Currency translation and other adjustments 23 ( 8,204 ) ( 12,083 ) ( 4,967 ) ( 25,231 ) Balance as of December 31, 2022 215,899 34,567 150,375 114,167 515,008 Reallocation of reporting units 63,697 31,711 18,759 ( 114,167 ) — Balance as of January 1, 2023 279,596 66,278 169,134 — 515,008 Currency translation and other adjustments 3,507 ( 338 ) ( 5,659 ) — ( 2,490 ) Balance as of December 31, 2023 $ 283,103 $ 65,940 $ 163,475 $ — $ 512,518 Gross carrying amounts and accumulated amortization for definite-lived intangible assets as of December 31, 2023 and 2022 were as follows: Gross Carrying Amount Accumulated Amortization Net Book Value 2023 2022 2023 2022 2023 2022 Customer lists and rights to sell $ 841,562 $ 831,600 $ 243,872 $ 191,286 $ 597,690 $ 640,314 Trademarks, formulations and product technology 161,613 158,564 55,879 46,281 105,734 112,283 Other 5,892 7,576 5,776 6,390 116 1,186 Total definite-lived intangible assets $ 1,009,067 $ 997,740 $ 305,527 $ 243,957 $ 703,540 $ 753,783 70 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The Company recorded $ 58.2 million, $ 57.5 million and $ 59.9 million of amortization expense during the years ended December 31, 2023, 2022 and 2021, respectively. Amortization is recorded within SG&A in the Company’s Consolidated Statements of Operations. Estimated annual aggregate amortization expense for the subsequent five years is as follows: For the year ended December 31, 2024 $ 57,839 For the year ended December 31, 2025 57,150 For the year ended December 31, 2026 56,854 For the year ended December 31, 2027 56,513 For the year ended December 31, 2028 56,047 The Company has four indefinite-lived intangible assets totaling $ 193.2 million as of December 31, 2023, including $ 192.1 million of indefinite-lived intangible assets for trademarks and tradename associated with the Combination. Comparatively, the Company had four indefinite-lived intangible assets for trademarks and tradename totaling $ 189.1 million as of December 31, 2022. The Company completes its annual goodwill and indefinite-lived intangible asset impairment test during the fourth quarter of each year, or more frequently if triggering events indicate a possible impairment in one or more of its reporting units. During the fourth quarter of 2022, the Company recorded a non-cash impairment charge of $ 93.0 million to write down the carrying value of the EMEA reporting unit Goodwill to its estimated fair values. In connection with the Company’s reorganization and the associated change in reportable segments and reporting units during the first quarter of 2023, the Company performed the required impairment assessments directly before and immediately after the change in reporting units and concluded that it was not more likely than not that the fair values of any of the Company’s previous or new reporting units were less than their respective carrying amounts. Additionally, the Company completed its annual impairment assessment as of October 1, 2023 and concluded no impairment existed. See Note 23 for additional information. The Company continually evaluates financial performance, economic conditions and other recent developments in assessing if a triggering event indicates that the carrying values of goodwill, indefinite-lived, or long-lived assets might be impaired. Notwithstanding the results of the Company’s impairment assessments during 2023, if the Company is unable to maintain the actions aimed at improving the financial performance of the EMEA reporting unit, or interest rates continue to rise, which leads to an increase in the cost of capital, then these conditions could result in a triggering event for the EMEA reporting unit. This assessment could result in an impairment of the EMEA reporting unit’s remaining goodwill, indefinite-lived intangible assets, or long-lived assets. Note 16 – Investments in Associated Companies As of December 31, 2023, the Company held a 50 % investment in and had significant influence over Nippon Quaker Chemical, Ltd. (“Nippon Japan”), Kelko Quaker Chemical, S.A. (“Kelko Panama”) and Houghton Korea, and held a 32 % investment in and had significant influence over Primex, Ltd. (“Primex”). The carrying amount of the Company’s equity investments as of December 31, 2023 was $ 101.2 million, which includes investments of $ 72.0 million in Houghton Korea; $ 22.1 million in Primex; $ 6.6 million in Nippon Japan; and $ 0.5 million in Kelko Panama. The following table is a summary of equity income in associated companies by investment for the years ending December 31, 2023, 2022 and 2021: 2023 2022 2021 Houghton Korea $ 11,442 $ 2,644 $ 3,808 Nippon Japan 1,492 323 461 Kelko Panama 309 425 154 Grindaix (1) — — ( 37 ) Primex 2,090 ( 1,427 ) 4,993 Total equity in net income of associated companies $ 15,333 $ 1,965 $ 9,379 (1) In February 2021, the Company acquired a 38 % ownership interest in Grindaix. From that date through September 2021 when the Company purchased the remaining interest of Grindaix, the Company accounted for its 38 % interest under the equity method of accounting and recorded equity in net income of associated companies. See Note 2 for additional information. 71 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Note 17 – Other Non-Current Assets Other non-current assets as of December 31, 2023 and 2022 were as follows: 2023 2022 Uncertain tax positions (See Note 10) $ 5,307 $ 5,803 Pension assets (See Note 20) 3,879 8,639 Debt issuance costs (See Note 19) 3,340 4,305 Interest rate swap (See Note 24) 1,828 — Long-term note receivable 1,014 1,016 Trust investment 601 604 Indemnification assets (See Notes 10 and 21) 430 3,909 Bad debt and bad debt provisions (See Note 12) 302 440 Supplemental retirement income program (See Notes 20 and 23) 286 2,114 Other 1,783 909 Total other non-current assets $ 18,770 $ 27,739 As of December 31, 2023 and 2022, one of the Company’s foreign pension plan’s fair value of plan assets exceeded its gross benefit obligation and was therefore over-funded, which is represented by the line Pension assets in the table above. Approximately 1.0 million of payments related to this plan have been made to escrow and are excluded from the plan’s Net benefit obligation as of December 31, 2023. See Note 20 for additional information. As of December 31, 2022, Indemnification assets relates to certain Houghton foreign subsidiaries for which the Company expects it will incur additional tax amounts which are subject to indemnification under the terms of the Combination share and purchase agreement. A portion of these indemnification assets have a corresponding uncertain tax position recorded in other non-current liabilities. See Notes 10 and 21 for additional information. Note 18 – Other Accrued Liabilities Other accrued liabilities as of December 31, 2023 and 2022 were as follows: 2023 2022 Non-income taxes $ 27,295 $ 25,525 Short-term lease liabilities (See Note 6) 11,965 12,024 Selling expenses and freight accruals 7,789 9,822 Current income taxes payable (See Note 10) 14,835 12,966 Professional fees, legal, and acquisition-related accruals 5,577 5,415 Accrued interest (See Note 19) 2,630 2,749 Customer advances and sales return reserves 2,454 6,585 Accrued insurance 2,295 1,305 Accrued environmental reserves (See Note 25) 1,187 654 Accrued rent and facilities 1,104 972 Accrued non-pension benefits 581 1,812 Interest rate swap (See Note 24) 159 — Other 12,444 7,044 Total other accrued liabilities $ 90,315 $ 86,873 72 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Note 19 – Debt Debt as of December 31, 2023 and 2022 includes the following: As of December 31, 2023 As of December 31, 2022 Interest Rate Outstanding Balance Interest Rate Outstanding Balance Credit Facilities: Revolver 5.13 % 30,904 5.17 % 195,673 U.S. Term Loan 6.71 % 561,250 5.70 % 596,250 EURO Term Loan 5.13 % 152,366 1.50 % 151,572 Industrial development bonds 5.26 % 10,000 5.26 % 10,000 Bank lines of credit and other debt obligations Various 1,092 Various 1,303 Total debt $ 755,612 $ 954,798 Less: debt issuance costs ( 1,545 ) ( 1,992 ) Less: short-term and current portion of long-term debts ( 23,444 ) ( 19,245 ) Total long-term debt $ 730,623 $ 933,561 Credit facilities During June 2022, the Company, and its wholly owned subsidiary, Quaker Houghton B.V., as borrowers, Bank of America, N.A., as administrative agent, U.S. Dollar swing line lender and letter of credit issuer, Bank of America Europe Designated Active Company, as Euro Swing Line Lender, certain guarantors and other lenders entered into an amendment to the Original Credit Facility (the “Credit Facility”). The Credit Facility established (A) a new $ 150.0 million Euro equivalent senior secured term loan (the “Euro Term Loan”), (B) a new $ 600.0 million senior secured term loan (the “U.S. Term Loan”), and (C) a new $ 500.0 million senior secured revolving credit facility (the “Revolver”). The Company has the right to increase the amount of the Credit Facility by an aggregate amount not to exceed the greater of $ 300.0 million or 100 % of consolidated earnings before interest, taxes, depreciation and amortization (“EBITDA”), subject to certain conditions including the agreement to provide financing by any lender providing such increase. In addition, the Credit Facility also: (i) eliminated the requirement that material foreign subsidiaries must guaranty the Original Euro Term Loan; (ii) replaced the U.S. Dollar borrowings reference rate from LIBOR to SOFR; (iii) extended the maturity date of the Original Credit Facility from August 2024 to June 2027; and (iv) effected certain other changes to the Original Credit Facility as set forth in the Credit Facility. The Company used the proceeds of the Credit Facility to repay all outstanding loans under the Original Credit Facility, unpaid accrued interest and fees on the closing date under the Original Credit Facility and certain expenses and fees. U.S. Dollar-denominated borrowings under the Credit Facility bear interest, at the Company’s election, at the base rate or term SOFR plus an applicable rate ranging from 1.00 % to 1.75 % for term SOFR loans and from 0.00 % to 0.75 % for base rate loans, depending upon the Company’s consolidated net leverage ratio. Loans based on term SOFR also include a spread adjustment equal to 0.10 % per annum. Borrowings under the Credit Facility denominated in currencies other than U.S. Dollars bear interest at the alternative currency term rate plus the applicable rate ranging from 1.00 % to 1.75 %. The Credit Facility contains affirmative and negative covenants, financial covenants and events of default, including without limitation restrictions on (a) the incurrence of additional indebtedness; (b) investments in and acquisitions of other businesses, lines of business and divisions; (c) the making of dividends or capital stock purchases; and (d) dispositions of assets. Dividends and share repurchases are permitted in annual amounts not exceeding the greater of $ 75 million annually and 25 % of consolidated EBITDA if there is no default. If the consolidated net leverage ratio is less than 2.50 to 1.00, then the Company is no longer subject to restricted payments. 73 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Financial covenants contained in the Credit Facility include a consolidated interest coverage ratio test and a consolidated net leverage ratio test. The consolidated net leverage ratio at the end of a quarter may not be greater than 4.00 to 1.00, subject to a permitted increase during a four-quarter period after certain acquisitions. The Company has the option of replacing the consolidated net leverage ratio test with a consolidated senior net leverage ratio test if the Company issues certain types of unsecured notes, subject to certain limitations. Events of default in the Credit Facility include without limitation defaults for non-payment, breach of representations and warranties, non-performance of covenants, cross-defaults, insolvency, and a change of control in certain circumstances. The occurrence of an event of default under the Credit Facility could result in all loans and other obligations becoming immediately due and payable and the Credit Facility being terminated. As of December 31, 2023 and December 31, 2022, the Company was in compliance with all of the Credit Facility covenants. The weighted average variable interest rate incurred on the outstanding borrowings under the Credit Facility during the twelve months ended December 31, 2023 was approximately 6.2 %. As of December 31, 2023, the weighted interest rate on the outstanding borrowings under the Credit Facility was approximately 6.3 %. In addition to paying interest on outstanding principal under the Original Credit Facility, the Company was required to pay a commitment fee ranging from 0.2 % to 0.3 % depending on the Company’s consolidated net leverage ratio under the Original Revolver in respect of the unutilized commitments thereunder. As part of the Credit Facility, the Company is required to pay a commitment fee ranging from 0.150 % to 0.275 % related to unutilized commitments under the Revolver, depending on the Company’s consolidated net leverage ratio. The Company had unused capacity under the Revolver of approximately $ 465.7 million, which is net of bank letters of credit of approximately $ 3.4 million, as of December 31, 2023. The Company previously capitalized $ 23.7 million of certain third-party debt issuance costs in connection with executing the Original Credit Facility. Approximately $ 15.5 million of the capitalized costs were attributed to the Original Term Loans and recorded as a direct reduction of Long-term debt on the Company’s Consolidated Balance Sheet. Approximately $ 8.3 million of the capitalized costs were attributed to the Original Revolver and recorded within Other assets on the Company’s Consolidated Balance Sheet. These capitalized costs are being amortized into interest expense over the five year term of the Original Credit Facility. Prior to executing the Credit Facility, as of December 31, 2021, the Company had $ 8.0 million of debt issuance costs recorded as a reduction of Long-term debt attributable to the Original Credit Facility and $ 4.3 million of debt issuance costs recorded within Other assets attributable to the Original Credit Facility. In connection with executing the Credit Facility, the Company recorded a loss on extinguishment of debt of approximately $ 6.8 million which includes the write-off of certain previously unamortized deferred financing costs as well as a portion of the third-party and creditor debt issuance costs incurred to execute the Credit Facility. Also in connection with executing the Credit Facility, during the second quarter of 2022, the Company capitalized $ 2.2 million of certain third-party and creditor debt issuance costs. Approximately $ 0.7 million of the capitalized costs were attributed to the Euro Term Loan and U.S. Term Loan. These costs were recorded as a direct reduction of Long-term debt on the Consolidated Balance Sheet. Approximately $ 1.5 million of the capitalized costs were attributed to the Revolver and recorded within Other assets on the Consolidated Balance Sheet. These capitalized costs, as well as the previously capitalized costs that were not written off will collectively be amortized into Interest expense over the five year term of the Credit Facility. As of December 31, 2023, the Company had $ 1.5 million of debt issuance costs recorded as a reduction of Long-term debt on the Consolidated Balance Sheet and $ 3.3 million of debt issuance costs recorded within Other assets on the Consolidated Balance Sheet. In order to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility, in the first quarter of 2023, the Company entered into $ 300.0 million notional amounts of three year interest rate swaps to convert a portion of the Company’s variable interest rate borrowings to an average fixed rate of 3.64 % plus an applicable margin as provided in the Credit Facility, based on the Company’s consolidated net leverage ratio. As of December 31, 2023, the aggregate interest rate on the swaps, including the fixed base rate plus an applicable margin, was 5.3 %. See Note 24 for additional information. Industrial development bonds As of December 31, 2023 and 2022, the Company had fixed rate, industrial development authority bonds totaling $ 10.0 million in principal amount due in 2028. These bonds have similar covenants to the Credit Facility noted above. Bank lines of credit and other debt obligations The Company has certain unsecured bank lines of credit and discounting facilities in certain foreign subsidiaries, which are not collateralized. The Company’s other debt obligations primarily consist of certain domestic and foreign low interest rate or interest-free municipality-related loans, local credit facilities of certain foreign subsidiaries and capital lease obligations. Total unused capacity under these arrangements as of December 31, 2023, was approximately $ 35 million. In addition to the bank letters of credit described in the “Credit facilities” subsection above, the Company’s only other off-balance sheet arrangements include certain financial and other guarantees. The Company’s total bank letters of credit and guarantees outstanding as of December 31, 2023 were approximately $ 5 million. 74 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The Company incurred the following debt related expenses included within Interest expense, net, in the Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021: 2023 2022 2021 Interest expense $ 53,582 $ 33,691 $ 19,089 Amortization of debt issuance costs 1,413 2,942 4,749 Total $ 54,995 $ 36,633 $ 23,838 Based on the variable interest rates associated with the Credit Facility and the Original Credit Facility, as of December 31, 2023 and 2022, the amounts at which the Company’s total debt were recorded are not materially different from their fair market value. As of December 31, 2023, annual principal maturities on long-term borrowings, including the current portion, are as follows: For the year ended December 31, 2024 $ 23,250 For the year ended December 31, 2025 36,955 For the year ended December 31, 2026 36,914 For the year ended December 31, 2027 647,899 For the year ended December 31, 2028 10,028 Total maturities on debt in the next five fiscal years 755,046 Note 20 – Pension and Other Postretirement Benefits The following table shows the funded status of the Company’s plans’ reconciled with amounts reported in the Consolidated Balance Sheets as of December 31, 2023 and 2022: Pension Benefits Other Post- Retirement Benefits 2023 2022 2023 2022 Foreign U.S. Total Foreign U.S. Total U.S. U.S. Change in benefit obligation Gross benefit obligation at beginning of year $ 130,554 $ 79,086 $ 209,640 $ 228,752 $ 103,420 $ 332,172 $ 1,606 $ 2,010 Service cost 399 28 427 465 47 512 — — Interest cost 6,083 3,849 9,932 3,079 2,145 5,224 69 37 Employee contributions — — — 20 — 20 — — Effect of plan amendments — ( 15 ) ( 15 ) 303 — 303 — ( 2 ) Curtailment (gain) loss ( 213 ) — ( 213 ) 207 — 207 — — Plan settlements — — — ( 1,726 ) — ( 1,726 ) — — Benefits paid ( 6,086 ) ( 6,031 ) ( 12,117 ) ( 5,343 ) ( 5,838 ) ( 11,181 ) ( 182 ) ( 176 ) Plan expenses and premiums paid — — — ( 66 ) — ( 66 ) — — Actuarial loss (gain) 7,809 2,146 9,955 ( 77,244 ) ( 20,688 ) ( 97,932 ) ( 150 ) ( 263 ) Translation differences and other 6,233 — 6,233 ( 17,893 ) — ( 17,893 ) — — Gross benefit obligation at end of year $ 144,779 $ 79,063 $ 223,842 $ 130,554 $ 79,086 $ 209,640 $ 1,343 $ 1,606 75 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Pension Benefits Other Post- Retirement Benefits 2023 2022 2023 2022 Foreign U.S. Total Foreign U.S. Total U.S. U.S. Change in plan assets Fair value of plan assets at beginning of year $ 129,944 $ 59,591 $ 189,535 $ 216,886 $ 77,680 $ 294,566 $ — $ — Actual return on plan assets 4,474 4,640 9,114 ( 65,396 ) ( 14,871 ) ( 80,267 ) — — Employer contributions 1,566 2,767 4,333 3,241 2,620 5,861 182 176 Employee contributions — — — 20 — 20 — — Plan settlements — — — ( 1,726 ) — ( 1,726 ) — — Benefits paid ( 6,086 ) ( 6,031 ) ( 12,117 ) ( 5,343 ) ( 5,838 ) ( 11,181 ) ( 182 ) ( 176 ) Plan expenses and premiums paid — — — ( 66 ) — ( 66 ) — — Translation differences 5,489 — 5,489 ( 17,672 ) — ( 17,672 ) — — Fair value of plan assets at end of year $ 135,387 $ 60,967 $ 196,354 $ 129,944 $ 59,591 $ 189,535 $ — $ — Net benefit obligation recognized $ ( 9,392 ) $ ( 18,096 ) $ ( 27,488 ) $ ( 610 ) $ ( 19,495 ) $ ( 20,105 ) $ ( 1,343 ) $ ( 1,606 ) Amounts recognized in the balance sheet consist of: Non-current assets $ 2,834 $ — $ 2,834 $ 8,639 $ — $ 8,639 $ — $ — Current liabilities ( 273 ) ( 1,757 ) ( 2,030 ) ( 210 ) ( 1,128 ) ( 1,338 ) ( 178 ) ( 222 ) Non-current liabilities ( 11,953 ) ( 16,339 ) ( 28,292 ) ( 9,039 ) ( 18,367 ) ( 27,406 ) ( 1,165 ) ( 1,384 ) Net benefit obligation recognized $ ( 9,392 ) $ ( 18,096 ) $ ( 27,488 ) $ ( 610 ) $ ( 19,495 ) $ ( 20,105 ) $ ( 1,343 ) $ ( 1,606 ) Amounts not yet reflected in net periodic benefit costs and included in accumulated other comprehensive loss: Prior service (cost) credit ( 353 ) — ( 353 ) ( 333 ) ( 36 ) ( 369 ) — 16 Accumulated (loss) gain ( 19,117 ) 2,248 ( 16,869 ) ( 10,387 ) 2,532 ( 7,855 ) 1,241 1,218 AOCI ( 19,470 ) 2,248 ( 17,222 ) ( 10,720 ) 2,496 ( 8,224 ) 1,241 1,234 Cumulative employer contributions in excess of or (below) net periodic benefit cost 10,078 ( 20,344 ) ( 10,266 ) 10,110 ( 21,991 ) ( 11,881 ) ( 2,584 ) ( 2,840 ) Net benefit obligation recognized $ ( 9,392 ) $ ( 18,096 ) $ ( 27,488 ) $ ( 610 ) $ ( 19,495 ) $ ( 20,105 ) $ ( 1,343 ) $ ( 1,606 ) The accumulated benefit obligation for all defined benefit pension plans was $ 217.5 million ($ 79.1 million U.S. and $ 138.4 million Foreign) and $ 204.5 million ($ 79.1 million U.S. and approximately $ 125.4 million Foreign) as of December 31, 2023 and 2022, respectively. Information for pension plans with an accumulated benefit obligation in excess of plan assets: 2023 2022 Foreign U.S. Total Foreign U.S. Total Accumulated benefit obligation 75,402 79,063 154,465 5,983 79,086 85,069 Fair value of plan assets 69,419 60,967 130,386 1,842 59,591 61,433 Information for pension plans with a projected benefit obligation in excess of plan assets: 2023 2022 Foreign U.S. Total Foreign U.S. Total Projected benefit obligation $ 93,733 $ 79,063 $ 172,796 $ 71,318 $ 79,086 $ 150,404 Fair value of plan assets 81,507 60,967 142,474 61,805 59,591 121,396 76 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Components of net periodic benefit costs – pension plans: 2023 2022 Foreign U.S. Total Foreign U.S. Total Service cost $ 399 $ 28 $ 427 $ 465 $ 47 $ 512 Interest cost 6,083 3,849 9,932 3,079 2,145 5,224 Expected return on plan assets ( 5,271 ) ( 2,799 ) ( 8,070 ) ( 4,472 ) ( 3,509 ) ( 7,981 ) Settlement gain — — — ( 71 ) — ( 71 ) Curtailment (gain) loss ( 213 ) 15 ( 198 ) 207 — 207 Actuarial loss amortization 388 22 410 658 323 981 Prior service cost amortization 28 6 34 3 7 10 Net periodic benefit cost (income) $ 1,414 $ 1,121 $ 2,535 $ ( 131 ) $ ( 987 ) $ ( 1,118 ) 2021 Foreign U.S. Total Service cost $ 698 $ 547 $ 1,245 Interest cost 2,594 1,737 4,331 Expected return on plan assets ( 4,686 ) ( 3,611 ) ( 8,297 ) Settlement loss 35 — 35 Actuarial loss amortization 996 2,252 3,248 Prior service credit amortization 3 7 10 Net periodic benefit (income) cost $ ( 360 ) $ 932 $ 572 Other changes recognized in other comprehensive income – pension plans: 2023 2022 Foreign U.S. Total Foreign U.S. Total Net (gain) loss arising during the period $ 8,605 $ 398 $ 9,003 $ ( 7,008 ) $ ( 3,555 ) $ ( 10,563 ) Settlement loss — ( 23 ) ( 23 ) — ( 323 ) ( 323 ) Prior service (cost) credit — ( 15 ) ( 15 ) 303 ( 7 ) 296 Actuarial (loss) gain ( 388 ) ( 92 ) ( 480 ) ( 587 ) 1,247 660 Curtailment recognition ( 28 ) — ( 28 ) ( 3 ) — ( 3 ) Effect of exchange rates on amounts included in AOCI 560 — 560 ( 1,169 ) — ( 1,169 ) Total recognized in other comprehensive loss (income) 8,749 268 9,017 ( 8,464 ) ( 2,638 ) ( 11,102 ) Total recognized in net periodic benefit cost and other comprehensive loss (income) $ 10,163 $ 1,389 $ 11,552 $ ( 8,595 ) $ ( 3,625 ) $ ( 12,220 ) 77 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) 2021 Foreign U.S. Total Net (gain) loss arising during period $ ( 388 ) $ ( 448 ) $ ( 836 ) Settlement loss ( 83 ) ( 2,252 ) ( 2,335 ) Prior service credit — ( 7 ) ( 7 ) Actuarial (loss) gain ( 954 ) ( 6,925 ) ( 7,879 ) Curtailment recognition ( 3 ) — ( 3 ) Effect of exchange rates on amounts included in AOCI ( 1,390 ) — ( 1,390 ) Total recognized in other comprehensive loss ( 2,818 ) ( 9,632 ) ( 12,450 ) Total recognized in net periodic benefit cost and other comprehensive loss $ ( 3,178 ) $ ( 8,700 ) $ ( 11,878 ) Components of net periodic benefit costs – other postretirement plan: 2023 2022 2021 Service cost $ — $ — $ 1 Interest cost 69 37 27 Actuarial gain amortization ( 128 ) ( 79 ) ( 82 ) Prior service credit amortization ( 16 ) ( 32 ) ( 31 ) Net periodic benefit costs $ ( 75 ) $ ( 74 ) $ ( 85 ) Other changes recognized in other comprehensive income – other postretirement benefit plans: 2023 2022 2021 Net (gain) loss arising during period $ ( 150 ) $ ( 263 ) $ ( 992 ) Recognition of amortizations in net periodic benefit cost — ( 2 ) ( 78 ) Prior service credit 16 32 31 Actuarial gain amortization 127 79 82 Total recognized in other comprehensive (income) loss ( 7 ) ( 154 ) ( 957 ) Total recognized in net periodic benefit cost and other comprehensive (income) loss $ ( 82 ) $ ( 228 ) $ ( 1,042 ) Weighted-average assumptions used to determine benefit obligations as of December 31, 2023 and 2022: Pension Benefits Other Postretirement Benefits 2023 2022 2023 2022 U.S. Plans Discount rate 4.94 % 5.21 % 4.87 % 5.14 % Rate of compensation increase N/A N/A N/A N/A Foreign Plans Discount rate 4.35 % 6.29 % N/A N/A Rate of compensation increase 3.27 % 3.93 % N/A N/A 78 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Weighted-average assumptions used to determine net periodic benefit costs for the years ended December 31, 2023, 2022 and 2021: Pension Benefits Other Postretirement Benefits 2023 2022 2021 2023 2022 2021 U.S. Plans Discount rate 5.21 % 2.67 % 2.67 % 5.15 % 2.45 % 1.90 % Expected long-term return on plan assets 5.50 % 5.75 % 5.75 % N/A N/A N/A Rate of compensation increase N/A N/A 6.00 % N/A N/A N/A Foreign Plans Discount rate 4.77 % 3.97 % 1.38 % N/A N/A N/A Expected long-term return on plan assets 4.03 % 2.26 % 2.06 % N/A N/A N/A Rate of compensation increase 3.38 % 3.21 % 2.52 % N/A N/A N/A The long-term rates of return on assets were selected from within the reasonable range of rates determined by (a) historical real returns for the asset classes covered by the investment policy and (b) projections of inflation over the long-term period during which benefits are payable to plan participants. See Note 1 for additional information. Assumed health care cost trend rates as of December 31, 2023, 2022 and 2021: 2023 2022 2021 Health care cost trend rate for next year 6.87 % 5.60 % 5.65 % Rate to which the cost trend rate is assumed to decline (the ultimate trend rate) 4.00 % 4.00 % 4.00 % Year that the rate reaches the ultimate trend rate 2048 2047 2046 Plan Assets and Fair Value The Company’s pension plan target asset allocation and the weighted-average asset allocations as of December 31, 2023 and 2022 by asset category were as follows: Asset Category Target 2023 2022 U.S. Plans Equity securities 30 % 23 % 32 % Debt securities 70 % 70 % 60 % Other — % 7 % 8 % Total 100 % 100 % 100 % Foreign Plans Equity securities 15 % 15 % 8 % Debt securities 60 % 63 % 79 % Other 25 % 22 % 13 % Total 100 % 100 % 100 % As of December 31, 2023 and 2022, “Other” consisted principally of cash and cash equivalents, and investments in real estate funds. 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 fair value hierarchy, where applicable (refer to Note 1, Basis of Presentation and Significant Accounting Policies, for a definition of the levels of the fair value hierarchy): Cash and Cash Equivalents Cash and cash equivalents consist of cash and money market funds and are classified as Level 1 investments. 79 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Commingled Funds Investments in the U.S. pooled separate accounts consist primarily of mutual funds, each of which follows a separate investment strategy, and are valued based on the reported unit value at year end. Foreign pension plan commingled funds represent pooled institutional investments, including primarily collective investment trusts. These commingled funds are not available on an exchange or in an active market and these investments are valued using their net asset value (“NAV”), which is generally based on the underlying asset values of the investments held in the trusts. As of December 31, 2023, the foreign pension plan commingled funds included approximately 35 percent of investments in equity securities, 50 percent of investments in fixed income securities, and 14 percent of other non-related investments, primarily real estate. As of December 31, 2022, the foreign pension plan commingled funds included approximately 34 percent of investments in equity securities, 50 percent of investments in fixed income securities, and 16 percent of other non-related investments, primarily real estate. Pooled Separate Accounts Investments in the U.S. pension plan pooled separate accounts consist of annuity contracts and are valued based on the reported unit value at year end. Units of the pooled separate account are not traded on an exchange or in an active market; however, valuation is based on the underlying investments of each pooled separate account and are classified as Level 2 investments. As of December 31, 2023, the U.S. pension plan pooled separate accounts included approximately 25 percent of investments in equity securities and 75 percent of investments in fixed income securities. Fixed Income Government Securities Investments in foreign pension plans fixed income government securities were valued using third party pricing services which are based on a combination of quoted market prices on an exchange in an active market as well as proprietary pricing models and inputs using observable market data and are classified as Level 2 investments. Insurance Contract The Company’s foreign pension plans invest in two separate insurance contracts. Investments in the first foreign pension plan insurance contract are valued at the highest value available for the Company at year end, either the reported cash surrender value of the contract or the vested benefit obligation. Both the cash surrender value and the vested benefit obligation are determined based on unobservable inputs, which are contractually or actuarially determined, regarding returns, fees, the present value of the future cash flows of the contract and benefit obligations. During 2023, one of the Company’s foreign pension plans invested in an insurance contract that is valued at the value available for the Company at year end (i.e. the vested benefit obligation). The vested benefit obligation is determined based on unobservable inputs, which are actuarially determined, regarding returns, the present value of the future cash flows of the contract and benefit obligations. Both this contract and the contract described above are classified as Level 3 investments. Diversified Equity Securities - Registered Investment Companies Investments in the foreign pension plans diversified equity securities of registered investment companies are based upon the quoted redemption value of shares in the fund owned by the plan at year end. The shares of the fund are not available on an exchange or in an active market; however, the fair value is determined based on the underlying investments in the fund as traded on an exchange in an active market and are classified as Level 2 investments. Fixed Income – Foreign Registered Investment Companies Investments in the foreign pension plans fixed income securities of foreign registered investment companies are based upon the quoted redemption value of shares in the fund owned by the plan at year end. The shares of the fund are not available on an exchange or in an active market; however, the fair value is determined based on the underlying investments in the fund as traded on an exchange in an active market and are classified as Level 2 investments. Diversified Investment Fund - Registered Investment Companies Investments in the foreign pension plan diversified investment fund of registered investment companies are based upon the quoted redemption value of shares in the fund owned by the plan at year end. This fund is not available on an exchange or in an active market and this investment is valued using its NAV, which is generally based on the underlying asset values of the investments held. There were no such investments as of December 31, 2023 and 2022. 80 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Other – Alternative Investments Investments in the foreign pension plans include certain other alternative investments such as inflation and interest rate swaps. These investments are valued based on unobservable inputs, which are contractually or actuarially determined, regarding returns, fees, the present value of future cash flows of the contract and benefit obligations. These alternative investments are classified as Level 3 investments. Real Estate The U.S. and foreign pension plans’ investment in real estate consists of investments in property funds. The funds’ underlying investments consist of real property which are valued using unobservable inputs. These property funds are classified as Level 3 investments. As of December 31, 2023 and 2022, the U.S. and foreign plans’ investments measured at fair value on a recurring basis were as follows: Fair Value Measurements at December 31, 2023 Total Fair Value Using Fair Value Hierarchy U.S. Pension Assets Level 1 Level 2 Level 3 Pooled separate accounts $ 56,820 $ — $ 56,820 $ — Real estate 4,147 — — 4,147 Subtotal U.S. pension plan assets in fair value hierarchy $ 60,967 $ — $ 56,820 $ 4,147 Total U.S. pension plan assets $ 60,967 Foreign Pension Assets Cash and cash equivalents $ 1,582 $ 1,582 $ — $ — Insurance contract 118,393 — — 118,393 Diversified equity securities - registered investment companies 1,892 — 1,892 — Fixed income – foreign registered investment companies 9,676 — 9,676 — Real estate 1,771 — — 1,771 Subtotal foreign pension assets in fair value hierarchy $ 133,314 $ 1,582 $ 11,568 $ 120,164 Commingled funds measured at NAV 2,073 Total foreign pension assets $ 135,387 Total pension assets in fair value hierarchy $ 194,281 $ 1,582 $ 68,388 $ 124,311 Total pension assets measured at NAV 2,073 Total pension assets $ 196,354 81 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Fair Value Measurements at December 31, 2022 Total Fair Value Using Fair Value Hierarchy U.S. Pension Assets Level 1 Level 2 Level 3 Pooled separate accounts $ 54,596 $ — $ 54,596 $ — Real estate 4,995 — — 4,995 Subtotal U.S. pension plan assets in fair value hierarchy $ 59,591 $ — $ 54,596 $ 4,995 Total U.S. pension plan assets $ 59,591 Foreign Pension Assets Cash and cash equivalents $ 4,923 $ 4,923 $ — $ — Insurance contract 59,963 — — 59,963 Diversified equity securities - registered investment companies 5,211 — 5,211 — Fixed income – foreign registered investment companies 54,098 — 54,098 — Real estate 3,907 — — 3,907 Subtotal foreign pension assets in fair value hierarchy $ 128,102 $ 4,923 $ 59,309 $ 63,870 Commingled funds measured at NAV 1,842 Total foreign pension assets $ 129,944 Total pension assets in fair value hierarchy $ 187,693 $ 4,923 $ 113,905 $ 68,865 Total pension assets measured at NAV 1,842 Total pension assets $ 189,535 During the third quarter of 2023, one of the Company’s pension plans in the U.K. liquidated approximately $ 50 million of its invested assets and subsequently funded and entered into an insurance annuity contract, which will provide for the pension plan’s defined benefit obligations to participants. 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 for these investments in the preceding 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. Changes in the fair value of the plans’ Level 3 investments during the years ended December 31, 2023 and 2022 were as follows: Insurance Contract Real Estate Alternative Investments Total Balance as of December 31, 2021 $ 99,527 $ 11,547 $ 6,979 $ 118,053 Purchases ( 1,136 ) ( 122 ) ( 6,979 ) ( 8,237 ) Unrealized losses ( 32,305 ) ( 1,842 ) — ( 34,147 ) Currency translation adjustment ( 6,123 ) ( 681 ) — ( 6,804 ) Balance as of December 31, 2022 59,963 8,902 — 68,865 Purchases 47,640 ( 303 ) — 47,337 Unrealized gains (losses) 7,621 ( 2,867 ) — 4,754 Currency translation adjustment 3,169 186 — 3,355 Balance as of December 31, 2023 $ 118,393 $ 5,918 $ — $ 124,311 82 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The Company contributes to a multiemployer defined benefit pension plan under terms of a collective bargaining union contract (the Cleveland Bakers and Teamsters Pension Fund, Employer Identification Number: 34-0904419-001). The expiration date of the collective bargaining contract is May 1, 2025. As of January 1, 2022, the last valuation date available for the multiemployer plan, total plan liabilities were approximately $ 576 million. As of December 31, 2022, the multiemployer pension plan had total plan assets of approximately $ 340 million. The Company’s contribution rate to the multiemployer pension plan is specified in the collective bargaining union contract and contributions are made to the plan based on its union employee payroll. The Company contributed $ 0.1 million during the year ended December 31, 2023. The Employee Retirement Income Security Act of 1974, as amended by the Multi-Employer Pension Plan Amendments Act of 1980, imposes certain contingent liabilities upon an employer who is a contributor to a multiemployer pension plan if the employer withdraws from the plan or the plan is terminated or experiences a mass withdrawal. While the Company may also have additional liabilities imposed by law as a result of its participation in the multiemployer defined benefit pension plan, there is no liability as of December 31, 2023. The Pension Protection Act of 2006 (the “PPA”) also added special funding and operational rules generally applicable to plan years beginning after 2007 for multiemployer plans with certain classifications based on a multitude of factors (including, for example, the plan’s funded percentage, cash flow position and whether the plan is projected to experience a minimum funding deficiency). The plan to which the Company contributes is in “critical” status. Plans in the “critical” status classification must adopt measures to improve their funded status through a funding improvement or rehabilitation plan which may require additional contributions from employers (which may take the form of a surcharge on benefit contributions) and/or modifications to retiree benefits. The amount of additional funds that the Company may be obligated to contribute to the plan in the future cannot be estimated as such amounts will be likely based on future levels of work that require the specific use of those union employees covered by the plan, and the amount of that future work and the number of affected employees that may be needed is not reasonably estimable. Cash Flows Contributions The Company expects to make cash contributions of approximately $ 5.7 million to its pension plans (approximately $ 3.3 million U.S. and $ 2.4 million Foreign) and approximately $ 0.2 million to its other postretirement benefit plan in 2024. Estimated Future Benefit Payments Excluding any impact related to the PPA noted above, the following benefit payments, which reflect expected future service, as appropriate, are expected to be paid: Pension Benefits Other Post- Retirement Benefits Foreign U.S. Total 2024 $ 6,235 $ 7,657 $ 13,892 $ 178 2025 6,640 6,805 13,445 168 2026 7,403 6,793 14,196 160 2027 7,127 6,154 13,281 139 2028 7,328 6,085 13,413 130 2029 to 2033 45,090 28,648 73,738 517 The Company maintains a plan under which supplemental retirement benefits are provided to certain officers. Benefits payable under the plan are based on a combination of years of service and existing postretirement benefits. Included in total pension costs are charges of $ 0.6 million, $ 0.7 million and $ 3.0 million for the years ended December 31, 2023, 2022 and 2021, respectively, representing the annual accrued benefits under this plan. Defined Contribution Plan The Company sponsors various defined contribution plans in both its U.S. and non-U.S. subsidiaries, under which eligible participants may defer a portion of their compensation up to the allowable amount as determined by the plan. All contributions and Company matches are invested at the direction of the participant. The most significant plan is the Company's primary U.S. 401(k) plan with an employer match covering a majority of its U.S. employees. Beginning in April 2020 and continuing through March 2021, the Company matched both non-elective and elective 401(k) contributions in fully vested shared of the Company’s common stock rather than cash. See Note 8 for additional information. Total Company contributions under this U.S. 401(k) plan were $ 6.1 million, $ 7.2 million and $ 4.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. 83 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Note 21 – Other Non-Current Liabilities Other non-current liabilities as of December 31, 2023 and 2022 were as follows: 2023 2022 Uncertain tax positions, including interest and penalties (See Note 10) $ 19,630 $ 20,322 Non-current income taxes payable (See Note 10) 4,695 8,883 Environmental reserves (See Note 25) 3,874 4,342 Deferred and other long-term compensation 2,871 3,132 Acquisition-related earnout liability (See Note 2) 475 1,024 Other 260 961 Total other non-current liabilities $ 31,805 $ 38,664 Note 22 – Equity and Accumulated Other Comprehensive Loss The Company has 30,000,000 shares of common stock authorized with a par value of $ 1 , and 17,991,988 and 17,950,264 shares issued and outstanding as of December 31, 2023 and 2022, respectively. The change in shares issued and outstanding during 2023 was primarily related to 38,522 shares issued for share-based compensation plans and 3,202 shares issued for the exercise of stock options and other share activity. The Company is authorized to issue 10,000,000 shares of preferred stock with $ 1 par value, subject to approval by the Board. The Board may designate one or more series of preferred stock and the number of shares, rights, preferences, and limitations of each series. As of December 31, 2023, no preferred stock had been issued. On February 28, 2024, the Board approved a new share repurchase program (“2024 Share Repurchase Program”), authorizing the Company to repurchase up to an aggregate of $ 150 million of the Company’s outstanding common stock. The 2024 Share Repurchase Program is effective immediately and has no expiration date. In connection with the 2024 Share Repurchase Program, the Company’s previous share repurchase program (“2015 Share Repurchase Program”), which was approved by the Board in 2015 and had no expiration date, was terminated. The 2015 Share Repurchase Program was approved for the repurchase of up to $ 100 million of Quaker Chemical Corporation common stock. As of December 31, 2023, there was approximately $ 86.9 million of common stock remaining under the 2015 Share Repurchase Program. The Company did not repurchase any shares under any programs for the years ended December 31, 2023, 2022 and 2021. Under the 2024 Share Repurchase Program, the Company is authorized to repurchase shares through open market purchases, privately-negotiated transactions, accelerated share repurchases or otherwise in accordance with applicable federal securities laws, including through Rule 10b5-1 and under Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The Company plans to employ trading plans for the repurchase of shares pursuant to the 2024 Share Repurchase Program, which would permit the Company to purchase shares, at predetermined price targets, when it may otherwise be precluded from doing so. The repurchases may be suspended or discontinued completely at any time. The specific timing and amount of repurchases will vary based on available capital resources and other financial and operational performance, market conditions, securities law limitations, and other factors. 84 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The following table shows the reclassifications from and resulting balances of AOCI for the years ended December 31, 2023, 2022 and 2021: Currency Translation Adjustments Defined Benefit Pension Plans Unrealized Gain (Loss) in Available-for- Sale Securities Derivative Instruments Total Balance as of December 31, 2020 $ ( 2,875 ) $ ( 23,467 ) $ 3,342 $ ( 3,598 ) $ ( 26,598 ) Other comprehensive income (loss) before reclassifications ( 46,968 ) 11,948 ( 531 ) 2,890 ( 32,661 ) Amounts reclassified from AOCI — 1,459 ( 3,197 ) — ( 1,738 ) Related tax amounts — ( 3,112 ) 783 ( 664 ) ( 2,993 ) Balance as of December 31, 2021 ( 49,843 ) ( 13,172 ) 397 ( 1,372 ) ( 63,990 ) Other comprehensive (loss) income before reclassifications ( 82,318 ) 10,789 ( 3,276 ) — ( 74,805 ) Amounts reclassified from AOCI — 479 895 1,372 2,746 Related tax amounts — ( 2,691 ) 500 — ( 2,191 ) Balance as of December 31, 2022 ( 132,161 ) ( 4,595 ) ( 1,484 ) — ( 138,240 ) Other comprehensive income (loss) before reclassifications 16,744 ( 7,702 ) 1,753 1,828 12,623 Amounts reclassified from AOCI — ( 464 ) 547 — 83 Related tax amounts — 2,023 ( 483 ) ( 421 ) 1,119 Balance as of December 31, 2023 $ ( 115,417 ) $ ( 10,738 ) $ 333 $ 1,407 $ ( 124,415 ) All reclassifications related to Unrealized gain (loss) on available-for-sale securities relate to the Company’s equity interest in a captive insurance company and are recorded in Equity in net income of associated companies. The amounts reported in Other comprehensive income (loss) for non-controlling interest are related to Currency translation adjustments. Note 23 – Fair Value Measures Fair value is defined as an exit price, or 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. The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels as follows: • Level 1 - Quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 - Inputs that are observable for the asset or liability, either directly or indirectly through market corroboration, for substantially the full term of the asset or liability. • Level 3 - Inputs that are unobservable for the asset or liability based on our own assumptions about the assumptions market participants would use in pricing the asset or liability. Refer to Note 24, Hedging Activities, for a description of the Company’s derivative instruments including the valuation techniques used to determine fair value and support for their classification within Level 2 of the fair value hierarchy. The Company values its company-owned life insurance policies at fair value based on quotes for like instruments with similar credit ratings and terms. During June 2023, the Company surrendered and liquidated $ 1.9 million of these life insurance policies. As a result, the Company owns an immaterial remaining amount of company-owned life insurance policies as of the year ended December 31, 2023. These assets were subject to fair value measurement as follows: Fair Value Measurements at December 31, 2022 Total Fair Value Using Fair Value Hierarchy Assets Level 1 Level 2 Level 3 Company-owned life insurance $ 2,114 $ — $ 2,114 $ — Total $ 2,114 $ — $ 2,114 $ — The Company did not hold any Level 3 investments as of December 31, 2023 or 2022, respectively . 85 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Items Measured at Fair Value on Nonrecurring Basis The Company is also required to measure certain items, including intangible assets and goodwill, at fair value on a nonrecurring basis. For non-observable market values, the Company determines fair value using acceptable valuation principles, including the excess earnings, relief from royalty, lost profit, or cost methods. The determination of the estimated fair values of intangible assets and goodwill requires management’s judgment and involves the use of significant estimates and assumptions, including revenue growth rates, gross margin levels, operating expenses, the weighted average cost of capital (“WACC”), and royalty rates, among other items. Significant unobservable inputs used to estimate the fair values as of the Company’s October 1, 2023 goodwill impairment assessment included WACCs of 11.0 %, 12.0 % and 11.0 % for the Company’s Americas, EMEA and Asia/Pacific reporting units, respectively. See Note 15 for additional information. Note 24 – Hedging Activities The Company’s ongoing business operations expose it to various risks, including fluctuating foreign exchange rates and interest rate risk. To manage these risks, the Company periodically enters into derivative financial instruments, such as foreign exchange forward contracts and interest rate swap agreements. The Company does not hold or enter into financial instruments for trading or speculative purposes. Foreign Exchange Forward Contracts A significant portion of the Company’s revenues and earnings are generated by its foreign operations. These foreign operations also represent a significant portion of the Company’s assets and liabilities. Generally, these foreign operations have the local currency as their functional currency and many have transactions in currencies other than their functional currency, which creates foreign exchange risk. The Company uses foreign exchange forward contracts to economically hedge the impact of the variability in exchange rates on certain monetary assets and liabilities denominated in certain foreign currencies. These forward contracts are marked-to-market at each reporting date. Changes in the fair value of the underlying instrument and settlements are recognized in earnings in Other non-operating income, net. The fair value of the forward contract is determined from sources independent of the Company, including the financial institutions which are party to the derivative instruments. All open foreign exchange forward contracts as of December 31, 2023 were entered into as hedges against the U.S. dollar. As of December 31, 2023, the Company had open foreign exchange forward contracts with a notional U.S. dollar value of the following: Currency December 31, 2023 Mexican Peso $ 16,700 Japanese Yen 9,000 Total $ 25,700 Open foreign exchange forward contracts as of December 31, 2023 had maturities occurring over a period of one month . Interest Rate Swaps In order to manage the Company’s exposure to variable interest rate risk associated with the Credit Facility, such as the Secured Overnight Financing Rate (“SOFR”), in the first quarter of 2023, the Company entered into $ 300.0 million notional amounts of three year interest rate swaps to convert a portion of the Company’s variable rate borrowings into a fixed rate obligation. See Note 19 for additional information. These interest rate swaps are designated as cash flow hedges and, as such, the contracts are marked-to-market at each reporting date and any unrealized gains or losses are included in AOCI to the extent effective and reclassified to interest expense in the period during which the transaction affects earnings or it becomes probable that the forecasted transaction will not occur. Interest rate swaps are entered into with a limited number of counterparties within several tranches, each of which allows for net settlement of all contracts through a single payment to participating counterparties in a single currency in the event of a default or termination of any one contract. As such, in accordance with the Company’s accounting policy, these derivative instruments are recorded on a net basis within the Consolidated Balance Sheets. Prior to expiration in October 2022, the interest rate swaps associated with the Original Credit Facility were entered into with a limited number of counterparties, each of which allowed for net settlement of all contracts through a single payment in a single currency in the event of a default or termination of any one contract. As such, in accordance with the Company’s accounting policy, these derivative instruments were recorded on a net basis within the Consolidated Balance Sheets. 86 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The fair value of the Company’s interest rate swaps and forward exchange contracts is determined from sources independent of the Company, including the financial institutions which are party to the derivative instruments, using standard pricing models that consider the value of future cash flows as of the balance sheet date, discounted to a present value using discount factors that match both the time to maturity and currency of the underlying instruments. These standard pricing models utilize inputs that are derived from or corroborated by observable market data such as interest rate yield curves as well as currency spot and forward rates; therefore, the fair value of our derivatives is classified as a Level 2 measurement. The balance sheet classification and fair values of the Company’s derivative instruments are as follows: Derivative instruments Consolidated Balance Sheet Location December 31, 2023 2022 Interest rate swaps Other non-current assets $ 1,828 $ — Foreign currency forward contracts Other accrued liabilities ( 159 ) — The following table presents the net unrealized loss deferred to AOCI: December 31, 2023 2022 Derivatives designated as cash flow hedges Interest rate swaps AOCI $ 1,407 $ — The following table presents the net gain recognized in the Company’s Consolidated Statements of Operations for the years ended December 31, 2023, 2022 and 2021: Derivative instruments Consolidated Statement of Operations Location 2023 2022 2021 Interest rate swaps Interest expense, net $ 3,555 $ — $ 2,649 Foreign exchange forward contracts Other income, net 2,134 — — Total $ 5,689 $ — $ 2,649 Note 25 – Commitments and Contingencies In the early 1990s, the Company identified certain soil and groundwater contamination at AC Products, Inc. (“ACP”), a wholly owned subsidiary. In voluntary coordination with the Santa Ana California Regional Water Quality Board, ACP has been remediating the contamination, the principal contaminant of which is perchloroethylene (“PERC”). In 2004, the Orange County Water District (“OCWD”) filed a civil complaint against ACP and other parties seeking to recover compensatory and other damages related to the investigation and remediation of the contamination in the groundwater. Pursuant to a settlement agreement with OCWD, ACP agreed, among other things, to operate the two groundwater treatment systems to hydraulically contain groundwater contamination emanating from ACP’s site until the concentrations of PERC released by ACP fell below the current Federal maximum contaminant level for four consecutive quarterly sampling events. In 2014, ACP ceased operation at one of its two groundwater treatment systems, as it had met the above condition for closure. In 2020, the Santa Ana Regional Water Quality Control Board asked that ACP conduct some additional indoor and outdoor soil vapor testing on and near the ACP site to confirm that ACP continues to meet the applicable local standards. ACP began to perform such testing program work in 2022, and testing is expected to continue into 2024. As of December 31, 2023, ACP believes it is close to meeting the conditions for closure of the remaining groundwater treatment system but continues to operate this system while in discussions with the relevant authorities. As of December 31, 2023, the Company believes that the range of potential-known liabilities associated with the balance of the ACP water remediation program is approximately $ 0.1 million to $ 1.0 million. The low and high ends of the range are based on the length of operation of the treatment system as determined by groundwater modeling. Costs of operation include the operation and maintenance of the extraction well, groundwater monitoring, program management, and soil vapor testing. 87 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The Company’s Sao Paulo, Brazil site was required under Brazilian environmental, health and safety regulations to perform an environmental assessment as part of a permit renewal process. Initial investigations identified soil and ground water contamination in select areas of the site. The site has conducted a multi-year soil and groundwater investigation and corresponding risk assessments based on the result of the investigations. In 2017, the site had to submit a new 5-year permit renewal request and was asked to complete additional investigations to further delineate the site based on review of the technical data by the local regulatory agency, Companhia Ambiental do Estado de São Paulo (“CETESB”). Based on review of the updated investigation data, CETESB issued a Technical Opinion regarding the investigation and remedial actions taken to date. The site developed an action plan and submitted it to CETESB in 2018 based on CETESB requirements. The site intervention plan primarily requires the site, amongst other actions, to conduct periodic monitoring for methane in soil vapors, source zone delineation, groundwater plume delineation, bedrock aquifer assessment, update the human health risk assessment, develop a current site conceptual model and conduct a remedial feasibility study and provide a revised intervention plan. In 2020, the site submitted a report on the activities completed including the revised site conceptual model and results of the remedial feasibility study and recommended remedial strategy for the site. Additionally, the Company is party to environmental matters related to certain domestic and foreign properties. These environmental matters primarily require the Company to perform long-term monitoring, as well as operating and maintenance at each of the applicable sites. During the year ended December 31, 2023, there have been no significant changes to the facts or circumstances of these matters, aside from ongoing monitoring and maintenance activities and routine payments associated with each of these sites. Based on the Company’s current obligations, historical costs incurred, and projected costs to be incurred over the next 26 years, the Company estimated the present value range of costs for all of these environmental matters, on a discounted basis, to be between approximately $ 5.0 million and $ 6.0 million as of December 31, 2023, for which $ 5.1 million is accrued within other accrued liabilities and other non-current liabilities on the Company’s Consolidated Balance Sheet as of December 31, 2023. Comparatively, as of December 31, 2022, the Company had $ 5.3 million accrued for these matters. Other environmental matters include participation in certain payments in connection with four currently active environmental consent orders related to certain hazardous waste cleanup activities under the U.S. Federal Superfund statute. The Company has been designated a potentially responsible party (“PRP”) by the Environmental Protection Agency along with other PRPs depending on the site, and has other obligations to perform cleanup activities at certain other foreign subsidiaries. These environmental matters primarily require the Company to perform long-term monitoring as well as operating and maintenance at each of the applicable sites. The Company believes that it has made adequate accruals for costs associated with other environmental matters of which it is aware. Approximately $ 0.2 million and $ 0.3 million were accrued as of December 31, 2023 and 2022, respectively, to provide for such anticipated future environmental assessments and remediation costs. During 2021, one of the Company’s Brazilian subsidiaries received a notice that it had prevailed on an existing legal claim in regard to certain non-income (indirect) taxes that had been previously charged and paid, specifically the program of social integration (“PIS”) and contribution for the financing of social security (“COFINS”) levied by the Brazilian States on the sale of goods. As a result of these court rulings, during 2021, the Company recognized non-income tax credits of 67.0 million BRL or approximately $ 13.3 million, which was recorded within Prepaid and other current assets on the Company’s Consolidated Balance Sheet. As of December 31, 2023 and 2022, the Company used the full amount of credits. During 2021, two of the Company’s locations suffered property damages as a result of flooding and electrical fire, respectively. The Company maintains property insurance for all of its facilities globally. In Conshohocken, Pennsylvania, the Company’s global headquarters, as well as its laboratory, experienced property damages as a result of flooding from Hurricane Ida. Also, one of the Company’s North American production facilities experienced an electrical fire that resulted in damage and the temporary shutdown of production, and also required remediation, cleaning, and subsequent restoration. The Company, its insurance adjuster and insurance carrier actively managed the remediation and restoration activities associated with each of these events and have settled both claims. Through December 31, 2023, the Company received payments from its insurers of $ 7.2 million associated with these events after an aggregate deductible of $ 2.0 million. For the years ended December 31, 2023 and 2022, the Company recognized a gain on insurance recoveries of $ 2.1 million and $ 1.8 million, respectively. The Company has no remaining insurance receivable associated with these events as of December 31, 2023. The Company and its insurance carrier continue to review the impact of the electrical fire on the production facility’s operations as it relates to a potential business interruption insurance claim; however, as of the date of this Report, the Company cannot reasonably estimate any probable amount of business interruption insurance claim recoverable. Therefore, the Company has not recorded a gain contingency for a possible business interruption insurance claim as of December 31, 2023. The Company is party to other litigation which management currently believes will not have a material adverse effect on the Company’s results of operations, cash flows or financial condition. In addition, the Company has an immaterial amount of contractual purchase obligations. 88 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Not Applicable.