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 50 41 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, 2024 and 2023, 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, 2024, 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, 2024, 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, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024 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, 2024, 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 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. 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. 42 Annual Goodwill Impairment Assessment for the EMEA Reporting Unit As described in Notes 1, 15, and 23 to the consolidated financial statements, the Company’s consolidated goodwill balance was $519 million as of December 31, 2024, of which $80 million relates to the EMEA 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, 2024, and concluded no impairment existed. The principal considerations for our determination that performing procedures relating to the annual goodwill impairment assessment for the EMEA reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the EMEA reporting unit; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to revenue growth rates and gross margin levels; 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 reporting unit. These procedures also included, among others, (i) testing management’s process for developing the fair value estimate of the EMEA reporting unit; (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 and gross margin levels. Evaluating management’s assumptions related to the revenue growth rates and gross margin levels, involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the EMEA reporting unit; (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 24, 2025 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 QUAKER CHEMICAL CORPORATION CONSOLIDATED STATEMENTS OF OPERATIONS ( Dollars in thousands, except per share data ) Year Ended December 31, 2024 2023 2022 Net sales $ 1,839,686 $ 1,953,313 $ 1,943,585 Cost of goods sold (excluding amortization expense - See Note 15) 1,153,656 1,247,669 1,330,931 Gross profit 686,030 705,644 612,654 Selling, general and administrative expenses 484,794 483,561 464,187 Impairment charges — — 93,000 Restructuring and related charges, net 6,530 7,588 3,163 Operating income 194,706 214,495 52,304 Other income (expense), net 1,354 ( 10,672 ) ( 12,607 ) Interest expense, net ( 41,002 ) ( 50,699 ) ( 32,579 ) Income before taxes and equity in net income of associated companies 155,058 153,124 7,118 Taxes on income before equity in net income of associated companies 49,300 55,585 24,925 Income (loss) before equity in net income of associated companies 105,758 97,539 ( 17,807 ) Equity in net income of associated companies 10,971 15,333 1,965 Net income (loss) 116,729 112,872 ( 15,842 ) Less: Net income attributable to noncontrolling interest 85 124 89 Net income (loss) attributable to Quaker Chemical Corporation $ 116,644 $ 112,748 $ ( 15,931 ) Per share data: Net income (loss) attributable to Quaker Chemical Corporation common shareholders – basic $ 6.51 $ 6.27 $ ( 0.89 ) Net income (loss) attributable to Quaker Chemical Corporation common shareholders – diluted $ 6.51 $ 6.26 $ ( 0.89 ) The accompanying notes are an integral part of these consolidated financial statements. 44 QUAKER CHEMICAL CORPORATION CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) ( Dollars in thousands ) Year Ended December 31, 2024 2023 2022 Net income (loss) $ 116,729 $ 112,872 $ ( 15,842 ) Other comprehensive (loss) income, net of tax Currency translation adjustments ( 77,496 ) 16,725 ( 82,368 ) Defined benefit retirement plans Net gain (loss) arising during the period, other 105 ( 5,792 ) 8,177 Amortization of actuarial loss (gain) 301 ( 385 ) 628 Amortization of prior service cost (gain) 19 34 ( 228 ) Current period change in fair value of derivatives ( 159 ) 1,407 1,372 Unrealized (loss) gain on available-for-sale securities ( 46 ) 1,817 ( 1,881 ) Other comprehensive (loss) income ( 77,276 ) 13,806 ( 74,300 ) Comprehensive income (loss) 39,453 126,678 ( 90,142 ) Less: Comprehensive income attributable to noncontrolling interest ( 13 ) ( 106 ) ( 39 ) Comprehensive income (loss) attributable to Quaker Chemical Corporation $ 39,440 $ 126,572 $ ( 90,181 ) The accompanying notes are an integral part of these consolidated financial statements. 45 QUAKER CHEMICAL CORPORATION CONSOLIDATED BALANCE SHEETS ( Dollars in thousands, except par value ) December 31, 2024 2023 ASSETS Current assets Cash and cash equivalents $ 188,880 $ 194,527 Accounts receivable, net 400,126 444,950 Inventories 227,472 233,857 Prepaid expenses and other current assets 59,939 54,555 Total current assets 876,417 927,889 Property, plant and equipment, net 229,532 207,811 Right-of-use lease assets 34,120 38,614 Goodwill 518,894 512,518 Other intangible assets, net 827,098 896,721 Investments in associated companies 98,012 101,151 Deferred tax assets 9,216 10,737 Other non-current assets 17,360 18,770 Total assets $ 2,610,649 $ 2,714,211 LIABILITIES AND EQUITY Current liabilities Short-term borrowings and current portion of long-term debt $ 37,554 $ 23,444 Accounts payable 198,137 184,813 Dividends payable 8,572 8,186 Accrued compensation 50,212 55,194 Accrued restructuring 2,297 3,350 Accrued pension and postretirement benefits 2,328 2,208 Other accrued liabilities 80,668 90,315 Total current liabilities 379,768 367,510 Long-term debt 669,614 730,623 Long-term lease liabilities 20,028 22,937 Deferred tax liabilities 138,828 146,957 Non-current accrued pension and postretirement benefits 23,783 29,457 Other non-current liabilities 24,445 31,805 Total liabilities 1,256,466 1,329,289 Commitments and contingencies (Note 25) Equity Common stock, $ 1 par value; authorized 30,000,000 shares; issued and outstanding 2024 – 17,673,607 shares; 2023 – 17,991,988 shares 17,674 17,992 Capital in excess of par value 903,781 940,101 Retained earnings 633,731 550,641 Accumulated other comprehensive loss ( 201,619 ) ( 124,415 ) Total Quaker shareholders’ equity 1,353,567 1,384,319 Noncontrolling interest 616 603 Total equity 1,354,183 1,384,922 Total liabilities and equity $ 2,610,649 $ 2,714,211 The accompanying notes are an integral part of these consolidated financial statements. 46 QUAKER CHEMICAL CORPORATION CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year Ended December 31, 2024 2023 2022 Cash flows from operating activities Net income (loss) $ 116,729 $ 112,872 $ ( 15,842 ) Adjustments to reconcile net income (loss) to net cash provided by operating activities: Amortization of debt issuance costs 1,413 1,413 2,942 Depreciation and amortization 84,119 81,987 80,467 Equity in undistributed earnings of associated companies, net of dividends ( 2,733 ) ( 11,149 ) 1,005 Deferred income taxes ( 10,033 ) ( 11,442 ) ( 10,552 ) Uncertain tax positions (non-deferred portion) ( 2,372 ) ( 644 ) ( 6,398 ) Deferred compensation and other, net 4,867 5,711 2,613 Share-based compensation 14,991 14,605 11,666 Loss on extinguishment of debt — — 5,246 Gain on disposal of property, plant, equipment and other assets ( 810 ) ( 1,307 ) ( 168 ) Impairment charges — — 93,000 Restructuring and related charges 6,530 7,588 3,163 Pension and other postretirement benefits ( 4,460 ) ( 2,079 ) ( 7,964 ) Increase (decrease) in cash from changes in current assets and current liabilities, net of acquisitions: Accounts receivable 24,975 32,169 ( 59,112 ) Inventories ( 3,244 ) 49,751 ( 29,858 ) Prepaid expenses and other current assets ( 6,242 ) ( 21 ) 3,705 Accrued restructuring ( 7,595 ) ( 9,786 ) ( 1,532 ) Accounts payable and accrued liabilities ( 8,637 ) 5,937 ( 27,899 ) Estimated taxes on income (loss) ( 2,920 ) 3,415 ( 2,688 ) Net cash provided by operating activities 204,578 279,020 41,794 Cash flows from investing activities Investments in property, plant and equipment ( 41,794 ) ( 38,800 ) ( 28,539 ) Payments related to acquisitions, net of cash acquired ( 39,302 ) — ( 13,115 ) Proceeds from disposition of assets 4,676 11,179 1,463 Net cash used in investing activities ( 76,420 ) ( 27,621 ) ( 40,191 ) Cash flows from financing activities Payments of long-term debt ( 57,221 ) ( 38,932 ) ( 673,203 ) Proceeds from long-term debt — — 750,000 Borrowings (payments) on revolving credit facilities, net 17,916 ( 164,769 ) ( 16,281 ) Borrowings (payments) on other debt, net 1,441 ( 506 ) ( 1,629 ) Financing-related debt issuance costs — — ( 3,734 ) Dividends paid ( 33,170 ) ( 31,650 ) ( 30,103 ) Shares purchased under share repurchase program ( 49,247 ) — — Other stock related activity ( 2,383 ) ( 2,749 ) ( 378 ) Net cash (used in) provided by financing activities ( 122,664 ) ( 238,606 ) 24,672 Effect of foreign exchange rate changes on cash ( 11,141 ) 771 ( 10,488 ) Net (decrease) increase in cash and cash equivalents ( 5,647 ) 13,564 15,787 Cash and cash equivalents at the beginning of the period 194,527 180,963 165,176 Cash and cash equivalents at the end of the period $ 188,880 $ 194,527 $ 180,963 Supplemental cash flow disclosures: Cash paid during the year for: Income taxes, net of refunds $ 60,581 $ 57,410 $ 35,327 Interest 44,536 54,892 29,074 Non-cash activities: Change in accrued purchases of property, plant and equipment, net $ 11,282 $ ( 746 ) $ 278 The accompanying notes are an integral part of these consolidated financial statements. 47 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, 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 ) Share issuance and equity-based compensation plans, net 53 11,235 — — — 11,288 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 ) Share issuance and equity-based compensation plans, net 42 11,813 — — — 11,855 Balance as of December 31, 2023 17,992 940,101 550,641 ( 124,415 ) 603 1,384,922 Net income — — 116,644 — 85 116,729 Amounts reported in other comprehensive (loss) income — — — ( 77,204 ) ( 72 ) ( 77,276 ) Dividends declared ($ 1.88 per share) — — ( 33,554 ) — — ( 33,554 ) Shares purchased under share repurchase program, net of excise taxes ( 313 ) ( 49,346 ) — — — ( 49,659 ) Share issuance and equity-based compensation plans, net ( 5 ) 13,026 — — — 13,021 Balance as of December 31, 2024 $ 17,674 $ 903,781 $ 633,731 $ ( 201,619 ) $ 616 $ 1,354,183 The accompanying notes are an integral part of these consolidated financial statements. 48 QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts, unless otherwise stated) Page Note 1 Basis of Presentation and Significant Accounting Policies 50 Note 2 Business Combinations 55 Note 3 Recently Issued Accounting Standards 57 Note 4 Business Segments 57 Note 5 Net Sales and Revenue Recognition 59 Note 6 Leases 60 Note 7 Restructuring and Related Activities 62 Note 8 Equity 62 Note 9 Other Income (Expense), net 66 Note 10 Income Taxes 67 Note 11 Earnings Per Share 71 Note 12 Accounts Receivable and Allowance for Credit Losses 71 Note 13 Inventories 71 Note 14 Property, Plant and Equipment 72 Note 15 Goodwill and Other Intangible Assets 72 Note 16 Investments in Associated Companies 73 Note 17 Other Non-Current Assets 74 Note 18 Other Accrued Liabilities 74 Note 19 Debt 75 Note 20 Pension and Other Postretirement Benefits 77 Note 21 Other Non-Current Liabilities 86 Note 22 Accumulated Other Comprehensive Loss 86 Note 23 Fair Value Measures 86 Note 24 Hedging Activities 87 Note 25 Commitments and Contingencies 88 49 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. 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: We consolidate all entities we control, which generally applies to entities in which we own a majority of the voting interests. Intercompany transactions and balances are eliminated in consolidation. 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 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. Equity method investments: 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 in “Investments in associated companies” on the Consolidated Balance Sheets. 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 or changes in circumstances indicate that the carrying amount of the investment may be other-than-temporarily impaired. See Note 16, Investments in Associated Companies , for additional information. 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 consolidated financial statements and the accompanying notes. Actual results could differ from such estimates. Foreign currency: Since we do business in many foreign countries, fluctuations in currency exchange rates affect our financial position and result of operations. In most of our non-U.S. operations, the local currency is considered the functional currency. The 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 income (“AOCI”). Some transactions are made in currencies different from an entity’s functional currency. Gains and losses from remeasurement of these foreign currency transactions, and the impact of related hedges, are generally reflected in “Other income (expense), net” in the consolidated income statements as they occur. See Note 9, Other Income (Expense), Net , and our policy on accounting for hyperinflation below, for additional information. 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, 2024, 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, 2024, 2023 and 2022, the Company recorded $ 0.8 million, $ 7.8 million, and $ 1.6 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 income (expense), net, in the Company’s Consolidated Statements of Operations. 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. 50 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) 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 information has been recast to align with the Company’s business structure as of January 1, 2023, including reportable segments and customer industry disaggregation. As a result of the Company’s new organizational structure effective January 1, 2023, the Company reallocated goodwill previously held by the former Global Specialty Businesses segment to the remaining business segments as of January 1, 2023. However, the Company did not recast the carrying amount of goodwill for the year ended December 31, 2022. 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, Business Combinations , 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 the performance obligation. 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 once the performance obligation is satisfied. The Company does not have significant financing arrangements with its customers. 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 costs incurred 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. 51 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) The Company records license fees received from third-parties in Other income (expense), net, in its Consolidated Statements 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, Net Sales and Revenue Recognition , 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 asset for a period of time in exchange for consideration. Control of an underlying asset is conveyed if the Company obtains the right to direct the use of the asset, and obtains substantially all of the economic benefits from its use. Lease expense for variable leases and short-term leases is recognized when the obligation is incurred. The lease term for all of the Company’s leases includes the non-cancellable period of the lease, adjusted for any renewal and termination options 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 on the lease commencement date based on the present value of lease payments over the 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 at the lease commencement date to determine the present value of its lease payments. In determining the incremental borrowing rate, the Company considers information including fully secured borrowing rates readily available to the Company and its subsidiaries. The Company includes finance leases in property, plant and equipment (“PP&E”), current portion of long-term debt and long-term debt on the Consolidated Balance Sheet. See Note 6, Leases , 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 the cost associated with an exit or disposal activity, when the liability is incurred, is estimable, and payment is probable. See Note 7, Restructuring and Related Activities , for additional information. Share-based compensation: The Company has long-term incentive programs (“LTIP”) for key employees which provides for the granting of stock options, restricted stock units (“RSU”), restricted stock awards (“RSAs”), and performance-based stock awards (“PSUs”). Share-based awards may also be granted under other equity compensation plans. Share-based compensation cost for awards under LTIP and equity compensation plans is measured at the grant date based on the fair value and is recognized as expense over the requisite service period, which is the vesting period. The fair value of stock options granted is determined using the Black-Scholes option valuation model on the grant date. The fair value of time-based RSAs, time-based RSUs, and performance-based PSUs, for which the performance measure is return on investment capital (“ROIC”), is based on the trading price of the Company’s common stock on the date of grant. The fair value of market-based PSUs, for which the performance measure is total shareholder return (“TSR”), is determined using a Monte Carlo simulation model. Prior to 2023, the Company elected to assume an estimated forfeiture rate of 13 % based on historical experience. Beginning in 2023, the Company elected to account for forfeitures on new awards as they occur. See Note 8, Equity , 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 $ 57.3 million, $ 50.3 million and $ 46.0 million for the years ended December 31, 2024, 2023 and 2022, respectively. 52 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, Income Taxes , for additional information. Earnings per share: In the Company’s earnings per share calculation, non-vested stock awards with rights to non-forfeitable dividends are included as part of the basic weighted average share calculation under the two-class method. See Note 11, Earnings per Share , for additional information. Comprehensive income (loss): The Company presents Other comprehensive (loss) income 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, Accumulated Other Comprehensive Loss , 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, 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, Accounts Receivable and Allowance for Credit Losses , 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, Inventories , for additional information. 53 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 (for finance leases, the remaining term of the lease); and machinery and equipment, 4 to 10 years (for financing leases, 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 disposition of long-lived assets, the applicable 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 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 Note 14, Property, Plant, and Equipment , for additional information. Capitalized software: The Company capitalizes certain costs in connection with developing or obtaining software for internal use. These costs are amortized over the expected useful life of the software- generally 3 to 5 years once the assets are ready for their intended use. In connection with implementations and upgrades to the Company’s global transaction, consolidation and other related systems, approximately $ 2.9 million and $ 4.5 million of net costs were capitalized in PP&E on the Company’s Consolidated Balance Sheets as of December 31, 2024 and 2023, respectively. The Company capitalizes costs incurred with the implementation of a cloud computing arrangement that is a service contract, consistent with its policy for software for internal use. The capitalized costs are reflected in "Other non-current assets" on its Consolidated Balance Sheets and expensed over the term of the related hosting arrangement. 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 Note 15, Goodwill and Other Intangible Assets , and Note 23, Fair Value Measures , 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 the funded status of 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 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. 54 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, Pension and Other Postretirement Benefits , for additional information. Derivatives: The Company uses interest rate swap agreements to manage risk, including exposure to variability in interest payments associated with its variable rate debt. 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. The Company uses foreign exchange forward contracts to economically hedge the impact of variability in exchange rates on certain assets and/or liabilities denominated in foreign currencies. 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 income (expense), net. The fair value of forward contracts are determined from sources independent of the Company, including the financial institutions which are party to the derivative instruments. See Note 24, Hedging Activities , 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 estimable. 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, Commitments and Contingencies , for additional information. Note 2 – Business Combinations Recent Acquisition Activity Subsequent to the date of these financial statements, in February 2025, the Company acquired Chemical Solutions & Innovations (Pty) Ltd. (“CSI”), for approximately $ 3.9 million, subject to routine and customary post-closing adjustments. CSI is based in South Africa and is a supplier of metalworking fluids and lubricants to the South African market. CSI will be reported as part of the EMEA reportable segment. This acquisition strengthens Quaker Houghton’s position in South Africa and expands the Company’s presence in that region. As of the date of this Report, purchase accounting has not been finalized. 55 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) In July 2024, the Company acquired the Sutai Group (“Sutai”), for approximately $ 16.2 million, including an initial cash payment of $ 14.6 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels, as well as earn-out provisions with an initial estimated payout of $ 1.6 million related to the finalization of 2024 and 2025 earnings. Assets acquired included cash and cash equivalents of $ 5.5 million. The Company recorded incremental income of $ 0.4 million during the year ended December 31, 2024 relating to adjustments to these earnout provisions in Other income (expense), net on the Consolidated Statements of Operations. As of December 31, 2024, the Company has remaining earnout liabilities recorded on its Consolidated Balance Sheets of $ 1.2 million. Sutai is based in Japan and provides impregnation treatment products and services to the automotive and other industries. Sutai is reported as part of the Asia/Pacific reportable segment. This acquisition strengthens Quaker Houghton’s technology portfolio, enabling the Company to better support and optimize production processes for customers across the Japanese, Asia Pacific and global markets. The Company allocated $ 3.1 million of the purchase price to intangible assets and recognized $ 5.5 million of goodwill in the Asia/Pacific segment, none of which is deductible for tax purposes. The goodwill is primarily attributable to expected synergies. As of December 31, 2024, the allocation of the purchase price has not been finalized. During February 2024, the Company acquired I.K.V. Tribologie IKVT and its subsidiaries (“IKV”) for $ 35.2 million, including an initial cash payment of $ 29.7 million, subject to routine and customary post-closing adjustments related to working capital and net indebtedness levels as well as earn-out provisions related to the finalization of 2023 earnings. Assets acquired included approximately $ 4.8 million of cash and cash equivalents. IKV, which is part of the Company’s EMEA segment, 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 IKV strengthens the Company’s position in first-fill greases. The Company allocated $ 15.0 million of the purchase price to intangible assets, comprised of approximately $ 11.1 million of customer relationships to be amortized over 16 years; $ 3.2 million of product technologies to be amortized over 14 years; and $ 0.7 million of trademarks to be amortized over 5 years. In addition, the Company recognized $ 16.4 million of goodwill in the EMEA segment, none of which is deductible for tax purposes. The goodwill is primarily attributable to expected cost and growth synergies. In July 2024, the 2023 earnings were finalized and the Company made a payment of $ 5.5 million in connection with the post-closing adjustments and earn-out provision. As of December 31, 2024, the allocation of the purchase price has been finalized. The results of operations of Sutai and IKV subsequent to the acquisition dates are included in the Consolidated Statements of Operations for the year ended December 31, 2024. 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. 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. 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 $ 1.4 million. The results of operations of each acquisition completed prior to December 31, 2024 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 SG&A 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. 56 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Note 3 – Recently Issued Accounting Standards Recently Adopted Accounting Standards The Company adopted Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures in this Report and will adopt the interim reportable segment disclosure requirements in the first quarter of 2025. This ASU expands reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses, defined as those expenses that are regularly provided to the Chief Operating Decision Maker (“CODM”) and included in the reported measure of segment profit or loss. The Company disclosed that the CODM, which is the Chief Executive Officer, assesses segment performance and makes decisions about allocating resources to its operating segments using segment operating earnings. Based on the Company’s assessment, the Company determined that product costs are significant segment expenses that are regularly provided to the CODM and included in segment operating earnings. The Company disclosed product costs and other operating expenses included in segment operating earnings by reportable segment. See Note 4, Business Segments , for additional information. Recently Issued Accounting Standards Not Yet Adopted 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, requiring greater detail about individual reconciling items in the rate reconciliation to the extent the impact of those items exceeds a specified threshold. The ASU also requires public business entities to disclose income taxes paid disaggregated by federal, state, and foreign taxes. Further disaggregation is also required in jurisdictions where income taxes paid exceeds a certain 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. The FASB issued ASU 2024-03, Income Statement- Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses in November 2024 . This ASU requires public business entities (“PBEs”) to disclose, in interim and annual reporting periods, additional information about certain expenses in the notes to the financial statements, including disclosing the amounts of purchases of inventory, employee compensation, depreciation, and intangible asset amortization in each relevant expense caption. It also requires PBEs to disclose a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively and to disclose the total amount of selling expenses, and in the annual reporting periods, an entity’s definition of selling expenses. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, with early adoption permitted. 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 and the manner by which the Chief Operating Decision Maker, which is the Company’s Chief Executive Officer, allocates resources and assesses performance. The Chief Operating Decision Maker evaluates performance for the Company’s operating segments based on segment operating earnings. Segment operating earnings for each of the Company’s reportable segments are comprised of the segment’s net sales less directly related product costs and other operating expenses. Operating expenses not directly attributable to the net sales of each respective segment, such as certain corporate and administrative costs, impairment charges, and restructuring 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 income (expense), net. The Chief Operating Decision Maker uses segment operating earnings to allocate resources for each segment predominantly in the annual budget and forecasting process. The Chief Operating Decision Maker considers budget-to-actual variances on a monthly basis for segment operating earnings when making decisions about allocating capital and personnel to the segments. The Chief Operating Decision Maker also uses segment operating earnings to assess the performance for each segment and in the compensation of certain employees. 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 table presents information about the performance of the Company’s reportable segments for the years ended December 31, 2024, 2023 and 2022. Americas EMEA Asia/Pacific Totals 2024 Net sales $ 882,131 $ 536,435 $ 421,120 $ 1,839,686 Significant segment expenses Product costs (1) 427,399 286,330 216,432 930,161 Other operating expenses (2) 210,775 150,679 81,950 443,404 Segment operating earnings $ 243,957 $ 99,426 $ 122,738 $ 466,121 2023 Net sales $ 977,095 $ 571,347 $ 404,871 $ 1,953,313 Significant segment expenses Product costs (1) 497,690 318,279 209,422 1,025,391 Other operating expenses (2) 213,369 148,257 76,991 438,617 Segment operating earnings $ 266,036 $ 104,811 $ 118,458 $ 489,305 2022 Net sales $ 946,516 $ 562,508 $ 434,561 $ 1,943,585 Significant segment expenses Product costs (1) 519,705 340,864 249,493 1,110,062 Other operating expenses (2) 203,182 145,280 79,226 427,688 Segment operating earnings $ 223,629 $ 76,364 $ 105,842 $ 405,835 (1) Product costs include the costs of raw materials and are recorded in Cost of goods sold in the Company’s Consolidated Statements of Operations. (2) Other operating expenses include overhead costs of operating the Company’s production facilities and providing chemical management services to customers and direct SG&A costs. The following table presents a reconciliation of the Company’s segment operating earnings to income before taxes and equity in net income of associated companies in the Company’s Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022. 2024 2023 2022 Segment operating earnings $ 466,121 $ 489,305 $ 405,835 Restructuring and related charges, net ( 6,530 ) ( 7,588 ) ( 3,163 ) Impairment charges — — ( 93,000 ) Non-operating and administrative expenses ( 203,956 ) ( 206,398 ) ( 196,620 ) Depreciation of corporate assets and amortization ( 60,929 ) ( 60,824 ) ( 60,748 ) Operating income $ 194,706 $ 214,495 $ 52,304 Other income (expense), net 1,354 ( 10,672 ) ( 12,607 ) Interest expense, net ( 41,002 ) ( 50,699 ) ( 32,579 ) Income before taxes and equity in net income of associated companies $ 155,058 $ 153,124 $ 7,118 The following tables present information regarding the Company’s reportable segments’ assets and long-lived assets, excluding goodwill, as of December 31, 2024, 2023 and 2022. Management does not use goodwill by segment to evaluate performance or allocate resources. Segment assets, excluding goodwill 2024 2023 2022 Americas $ 834,327 $ 903,319 $ 1,196,906 EMEA 650,045 703,338 583,861 Asia/Pacific 607,383 595,036 525,847 Total segment assets $ 2,091,755 $ 2,201,693 $ 2,306,614 58 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Segment long-lived assets 2024 2023 2022 Americas $ 164,450 $ 159,015 $ 150,294 EMEA 80,668 83,488 87,279 Asia/Pacific 133,906 123,846 120,761 Total segment long-lived assets $ 379,024 $ 366,349 $ 358,334 The following tables present information regarding the Company’s reportable segments’ capital expenditures and depreciation for identifiable assets for the years ended December 31, 2024, 2023 and 2022: Capital expenditures 2024 2023 2022 Americas $ 21,191 $ 25,650 $ 19,121 EMEA 11,989 7,561 6,065 Asia/Pacific 8,614 5,589 3,353 Total segment capital expenditures $ 41,794 $ 38,800 $ 28,539 Depreciation 2024 2023 2022 Americas $ 13,646 $ 12,298 $ 11,723 EMEA 7,641 7,321 6,608 Asia/Pacific 4,608 4,214 4,593 Total segment depreciation $ 25,895 $ 23,833 $ 22,924 The following tables summarize net sales and long-lived assets attributable to U.S. and non-U.S. domiciled operations for the years ended December 31, 2024, 2023 and 2022: Net sales 2024 2023 2022 United States $ 637,755 $ 718,742 $ 696,885 China 230,622 231,331 265,418 Other foreign operations 971,309 1,003,240 981,282 Total net sales $ 1,839,686 $ 1,953,313 $ 1,943,585 Long-lived assets 2024 2023 2022 United States $ 217,687 $ 217,834 $ 201,960 Foreign operations 161,337 148,515 156,374 Total long-lived assets $ 379,024 $ 366,349 $ 358,334 Total net sales and operating earnings by segment include inter-segment sales which are generally recorded at cost-plus a specified fee or at a negotiated fixed price. 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, 2024, 2023 and 2022: Inter-segment revenues 2024 2023 2022 Americas $ 9,300 $ 9,005 $ 11,552 EMEA 19,781 24,865 44,605 Asia/Pacific 6,397 2,651 957 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 recognized on a net reporting basis of $ 75.5 million, $ 81.8 million and $ 83.8 million for the years ended December 31, 2024, 2023 and 2022, respectively. 59 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) 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, automotive, aerospace, industrial and agricultural equipment, and durable goods. During the year ended December 31, 2024, 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, 2024 and 2023. The Company had approximately $ 4.2 million and $ 4.5 million of deferred revenue as of December 31, 2024 and 2023, respectively. During the years ended December 31, 2024 and 2023, the Company satisfied materially all of the associated performance obligations and recognized into revenue the advance payments received and recorded as of December 31, 2023 and 2022, respectively. Disaggregated Revenue The Company sells its industrial process fluids, specialty chemicals and 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 the years ended December 31, 2024, 2023 and 2022, and followed then by a disaggregation of the Company’s net sales by segment and customer industry for the years ended December 31, 2024, 2023 and 2022. Major Product Line 2024 2023 2022 Metal removal fluids 22.4 % 23.6 % 22.9 % Rolling lubricants 20.5 % 19.5 % 20.8 % Hydraulic fluids 14.2 % 14.1 % 14.1 % Net sales for the year ending December 31, 2024 Americas EMEA Asia/Pacific Consolidated Total Customer Industries Metals $ 258,818 $ 135,373 $ 207,324 $ 601,515 Metalworking and other 623,313 401,062 213,796 1,238,171 $ 882,131 $ 536,435 $ 421,120 $ 1,839,686 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 Note 6 – Leases The Company has operating leases for facilities, vehicles, and machinery and equipment with remaining lease terms up to 10 years. In addition, the Company has land use leases with remaining lease terms up to 90 years. 60 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 finance leases are included in PP&E in the Consolidated Balance Sheets. See Note 14, Property, Plant and Equipment , for additional information. The Company has no material variable lease costs or sublease income for the years ended December 31, 2024, 2023 and 2022. During the year ended December 31, 2024, the Company entered into a new lease agreement for office and laboratory space in Radnor, PA for the purposes of relocating its global headquarters. The lease is expected to commence in the third quarter of 2025 with a total lease commitment of $ 79.7 million. The components of the Company’s lease expense for the years ended December 31, 2024, 2023 and 2022 are as follows: December 31, 2024 December 31, 2023 December 31, 2022 Operating lease expense $ 15,096 $ 14,981 $ 15,171 Short-term lease expense 807 760 816 Supplemental cash flow information related to the Company’s leases is as follows: December 31, 2024 December 31, 2023 December 31, 2022 Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 14,923 $ 16,020 $ 19,215 Non-cash lease liabilities activity Leased right-of-use assets obtained in exchange for new operating lease liabilities 9,792 10,044 23,356 Supplemental balance sheet information related to the Company’s leases is as follows: December 31, 2024 December 31, 2023 Right-of-use lease assets $ 34,120 $ 38,614 Other accrued liabilities 10,619 11,965 Long-term lease liabilities 20,028 22,937 Total operating lease liabilities $ 30,647 $ 34,902 Weighted average remaining lease term (years) 5.0 5.1 Weighted average discount rate 5.63 % 4.91 % Maturities of operating lease liabilities as of December 31, 2024 were as follows: For the year ended December 31, 2025 $ 12,753 For the year ended December 31, 2026 9,006 For the year ended December 31, 2027 5,112 For the year ended December 31, 2028 2,974 For the year ended December 31, 2029 1,724 For the year ended December 31, 2030 and beyond 4,827 Total lease payments 36,396 Less: imputed interest ( 5,749 ) Present value of lease liabilities (1) $ 30,647 (1) The $ 79.7 million of future lease commitments for the office and laboratory lease that is expected to commence in the third quarter of 2025 was not included in the lease liabilities balance as of December 31, 2024. 61 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Note 7 – Restructuring and Related Activities In 2022, the Company initiated a global cost and optimization program to improve its cost structure and drive a more profitable and productive organization. As of December 31, 2024, the program included restructuring and associated severance costs to reduce headcount by approximately 200 positions globally. These actions are expected to be substantially complete in the first half of 2025. Employee separation benefits vary depending on local regulations within certain foreign countries and include severance and other benefits. The exact timing to complete, and final costs associated with, all actions will depend on a number of factors and are subject to change. In addition to the global cost and optimization program described above, the Company continues to take actions to optimize its facilities’ footprint. Restructuring costs incurred during the years ended December 31, 2024, 2023 and 2022 include employee severance, asset related and facility closure costs, including non-cash asset write-offs, that are recorded in Restructuring and related charges, net in the Company’s Consolidated Statements of Operations. Activity in the Company’s accrual for its restructuring program and facility closure actions for the years ended December 31, 2024 and 2023 are as follows: Accrued restructuring as of December 31, 2022 $ 5,483 Severance costs 7,162 Asset-related charges 426 Cash payments ( 9,786 ) Currency translation adjustments 65 Accrued restructuring as of December 31, 2023 3,350 Severance costs 3,259 Asset-related charges 3,271 Cash payments ( 7,595 ) Currency translation adjustments 12 Accrued restructuring as of December 31, 2024 $ 2,297 In connection with the plans for closure of certain manufacturing and non-manufacturing facilities, the Company made available for sale certain facilities and properties. During the years ended December 31, 2024, 2023 and 2022, the Company completed the sale of certain facilities previously classified as held-for-sale for a net gain of $ 0.4 million, $ 1.4 million and $ 0.2 million, respectively, which is recorded in Other income (expense), net on the Consolidated Statements of Operations. As of December 31, 2024, the Company classified a property in the EMEA segment with an aggregate book value of approximately $ 0.7 million as held-for-sale and recorded it in Prepaid expenses and other current assets on the Company’s Consolidated Balance Sheets. The Company expects to complete the sale of this property over the next twelve months. The Company will continue to evaluate its existing facilities and footprint, which may include making other facilities or property available for sale in the future. Note 8 – Equity Share-based Compensation The Company recognized the following share-based compensation expense in its Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022: 2024 2023 2022 Stock options $ 215 $ 1,039 $ 1,774 Non-vested stock awards and restricted stock units 9,996 9,305 6,679 Director stock ownership plan 138 86 63 Performance stock units 4,642 4,175 3,150 Before-tax share-based compensation expense $ 14,991 $ 14,605 $ 11,666 Income tax benefit ( 2,222 ) ( 2,742 ) ( 2,007 ) After-tax share-based compensation expense $ 12,769 $ 11,863 $ 9,659 Before-tax share-based compensation expense is primarily included in SG&A in the Consolidated Statements of Operations. No cost was capitalized during the years ended December 31, 2024, 2023 and 2022. 62 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Stock Options Stock options granted under the LTIP program are subject to time vesting and generally 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 has not granted stock options since fiscal year 2022. Share-based compensation for stock options is recognized using the graded vesting method over the vesting periods. 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, 2024 62,853 $ 214.40 Options exercised 2,263 145.95 Options forfeited 1,978 152.65 Options outstanding as of December 31, 2024 58,612 $ 219.13 3.3 $ — Options expected to vest after December 31, 2024 7,033 $ 178.29 4.2 $ — Options exercisable as of December 31, 2024 51,579 $ 194.91 3.1 $ — The total intrinsic value of stock options exercised during the years ended December 31, 2024, 2023 and 2022 was approximately $ 0.1 million, $ 3.6 million and $ 0.8 million, respectively. The intrinsic value is calculated as the difference between the current market price of the underlying security and the strike price of a related option. As of December 31, 2024, unrecognized compensation expense related to stock options was an inconsequential amount to be recognized over a weighted average period of 0.2 years. The Company used a Black-Scholes option pricing model to determine the fair value of stock option awards and used the assumptions set forth in the table below: July 2022 Grant March 2022 Grant Number of stock options granted 4,837 27,077 Dividend yield 0.79 % 0.80 % Expected volatility 40.47 % 38.60 % Risk-free interest rate 2.87 % 2.07 % Expected term (years) 4.0 4.0 Restricted Stock Awards RSAs granted 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 period of two -to five-years . Share-based compensation for RSAs is recognized using the graded vesting method over the vesting periods. Activity of 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, 2023 77,757 $ 187.24 Granted 872 200.48 Vested 41,555 197.32 Forfeited 7,323 172.65 Non-vested restricted stock awards, December 31, 2024 29,751 $ 177.12 63 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 non-vested stock is based on the trading price of the Company’s common stock on the date of grant. As of December 31, 2024, unrecognized compensation expense related to these awards was $ 1.1 million, to be recognized over a weighted average remaining period of 0.8 years. Restricted Stock Units As a component of its LTIP, the Company granted RSUs subject to time vesting generally over a one to three year period. Share-based compensation for time-based RSUs is recognized on a graded basis over the vesting periods. Additionally, during the fourth quarter of 2024, the Company granted 9,820 time-based RSUs subject to a performance modifier based on the Company’s relative TSR compared to the S&P 1500 Chemicals Index that vest on the third anniversary of the grant. The target number of RSUs that vest may range from 75 % to 125 % of the target number of RSUs depending on the achievement of the relative TSR performance criteria measured at the end of the three-year performance period. Share-based compensation expense for these awards is recognized on a straight-line basis over the vesting period. Activity of 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, 2023 16,202 $ 180.14 Granted 71,866 187.74 Vested 10,267 192.13 Forfeited 9,171 195.22 Non-vested restricted stock units, December 31, 2024 68,630 $ 182.90 The fair value of the time-based non-vested RSUs is based on the trading price of the Company’s common stock on the date of grant. The fair value of RSUs subject to a performance modifier is valued using a Monte Carlo simulation on the grant date and used the following assumptions set below: December 2024 Grant Risk-free interest rate 4.21 % Dividend yield 0.00 % Expected term (years) 3.0 As of December 31, 2024, unrecognized compensation expense related to RSUs was $ 6.9 million, to be recognized over a weighted average remaining period of 1.5 years. Performance Stock Units The Company grants PSUs as a component of its LTIP and other equity compensation plans. The number of 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 market-based TSR relative to the performance of a selected peer group, and separately the achievement of a performance-based return on invested capital (“ROIC”) measure. The service period required for the PSUs is generally 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. Share-based compensation for PSUs subject to time vesting is recognized on a straight-line basis over the vesting period. As mentioned above, a portion of the Company’s PSUs are subject to achievement of the Company’s TSR relative to the performance of a selected peer group. For PSUs granted prior to 2024, the Company’s peer group was the S&P Midcap 400 Materials group. For PSUs subject to relative TSR performance granted in 2024, the Company made an election to change peer groups to the S&P 1500 Chemicals Group . 64 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Activity of performance 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 performance stock units, December 31, 2023 51,491 $ 212.85 Granted 42,485 217.12 Vested — — Forfeited 38,283 212.26 Non-vested performance stock units, December 31, 2024 55,693 $ 216.51 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 included the following assumptions set forth in the table below: March 2024 Grant March 2023 Grant March 2022 Grant Risk-free interest rate 4.55 % 3.85 % 2.11 % Dividend yield 0.91 % 0.96 % 0.93 % Expected term (years) 3.0 3.0 3.0 As of December 31, 2024, there was approximately $ 4.5 million of total unrecognized compensation cost related to PSUs which the Company expects to recognize over a weighted-average period of 1.7 years. 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. Common Stock and Preferred Stock The Company has 30,000,000 shares of common stock authorized with a par value of $ 1.00 , and 17,673,607 and 17,991,988 shares issued and outstanding as of December 31, 2024 and 2023, respectively. The change in shares issued and outstanding during 2024 was primarily related to 312,997 shares repurchased by the Company under the share repurchase program described below, 12,784 shares surrendered from employees in payment of the vesting of restricted stock awards or units, 7,294 shares forfeited by employees under equity compensation plans, offset by 14,694 share issuances relating to equity compensation plans. The Company is authorized to issue 10,000,000 shares of preferred stock with $ 1.00 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, 2024, no preferred stock had been issued. 65 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Share Repurchase Program 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 and replacing the prior share repurchase program, under which no repurchases were made in 2024. The 2024 Share Repurchase Program was effective immediately upon approval and has no expiration date. The number of shares to be repurchased and the timing of such transactions depend on a variety of factors, including market conditions. As of December 31, 2024, there was approximately $ 100.8 million of capacity remaining under the 2024 Share Repurchase Program. The Company repurchased 312,997 shares under the 2024 Share Repurchase Program for the year ended December 31, 2024. The Company did not repurchase any shares in 2024 under the prior repurchase program or for the years ended December 31, 2023 and 2022. 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 currently expects 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 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. Note 9 – Other Income (Expense), net Other income (expense), net for the years ended December 31, 2024, 2023 and 2022 are as follows: 2024 2023 2022 Income from third party license fees $ 810 $ 1,210 $ 1,268 Foreign exchange losses, net ( 1,783 ) ( 14,785 ) ( 9,399 ) Gain on disposals of property, plant, equipment and other assets, net 810 1,307 168 Non-income tax refunds and other related credits (expense) 3,742 1,339 ( 1,613 ) Pension and postretirement benefit (costs) income, non-service components ( 1,827 ) ( 2,033 ) 1,704 Loss on extinguishment of debt — — ( 6,763 ) Facility remediation recoveries, net — 2,141 1,804 Business interruption insurance proceeds 1,000 — — Product liability claim costs, net ( 2,040 ) — — Earnout liability adjustment 400 — — Other non-operating income, net 242 149 224 Total other income (expense), net $ 1,354 $ ( 10,672 ) $ ( 12,607 ) Foreign exchange losses, net, during the years ended December 31, 2024, 2023 and 2022, include foreign currency transaction losses of approximately $ 0.8 million, $ 7.8 million and $ 1.6 million, respectively, related to hyper-inflationary accounting. See Note 1, Basis of Presentation and Significant Accounting Policies , for additional information. 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 2022, as described in Note 25, Commitments and Contingencies . This caption also includes gains recognized in 2024, 2023 and 2022 for the sale of certain facilities previously classified as held-for-sale, as described in Note 7, Restructuring and Related Activities. Business interruption insurance proceeds for the year ended December 31, 2024 reflects an insurance recovery of $ 1.0 million related to production losses due to an electrical fire in 2021 that resulted in temporary shutdown of production at one of the Company’s production facilities. See Note 25, Commitments and Contingencies, for additional discussion regarding the Company’s business interruption claims. Product liability claim costs, net represents expense related to payments by the Company in connection with product liability disputes with customers, net of insurance recoveries during the year ended December 31, 2024. Facility remediation recoveries, net, for the years ended December 31, 2023 and 2022 reflects insurance recoveries of costs for remediation and restoration of property damage. See Note 25, Commitments and Contingencies, for additional discussion regarding the Company’s insurance recoveries for facility remediation and property damage. 66 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) 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, Debt , for additional information. Note 10 – Income Taxes 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, 2024, $ 11.6 million in installments have been paid with the remaining $ 3.9 million to be paid in 2025. 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, 2024, 2023 and 2022 are as follows: 2024 2023 2022 Current: Federal $ 15,276 $ 12,159 $ ( 708 ) State 2,395 2,938 1,450 Foreign 41,662 51,930 34,735 Total 59,333 67,027 35,477 Deferred: Federal ( 4,385 ) 518 ( 2,798 ) State ( 24 ) ( 163 ) ( 713 ) Foreign ( 5,624 ) ( 11,797 ) ( 7,041 ) Total $ ( 10,033 ) $ ( 11,442 ) $ ( 10,552 ) Taxes on income before equity in net income of associated companies $ 49,300 $ 55,585 $ 24,925 The components of income before taxes and equity of associated companies for the years ended December 31, 2024, 2023 and 2022 are as follows: 2024 2023 2022 U.S. $ 17,167 $ 14,520 $ ( 4,933 ) Foreign 137,891 138,604 12,051 Total $ 155,058 $ 153,124 $ 7,118 67 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, 2024 and 2023: 2024 2023 Pension and other postretirement benefits $ 5,472 $ 6,539 Allowance for credit losses 1,895 2,627 Insurance and litigation reserves 565 534 Performance incentives 5,582 5,839 Equity-based compensation 2,891 2,980 Prepaid expense 426 541 Operating loss carryforward 24,702 22,693 Foreign tax credit and other credits 19,516 13,360 Interest 16,423 12,926 Restructuring reserves 158 403 Right-of-use lease assets 7,629 8,018 Inventory reserves 2,423 4,810 Research and development 12,608 11,125 Other 1,261 5,712 Total deferred tax assets, gross 101,551 98,107 Valuation allowance ( 27,993 ) ( 24,182 ) Total deferred tax assets, net $ 73,558 $ 73,925 Depreciation 9,814 10,240 Intangibles 170,309 177,320 Lease liabilities 8,575 9,105 Outside basis in equity investment 6,080 5,276 Unremitted earnings 8,392 8,204 Total deferred tax liabilities $ 203,170 $ 210,145 Total net deferred tax liabilities $ ( 129,612 ) $ ( 136,220 ) The Company’s net deferred tax assets and liabilities are classified in the Consolidated Balance Sheets as of December 31, 2024 and 2023 as follows: 2024 2023 Non-current deferred tax assets $ 9,216 $ 10,737 Non-current deferred tax liabilities 138,828 146,957 Total net deferred tax liabilities $ ( 129,612 ) $ ( 136,220 ) As of December 31, 2024, the Company has a deferred tax liability of $ 8.4 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, 2024 was approximately $ 359.8 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); however, certain withholding taxes could apply. It is currently impractical to estimate any such incremental tax expense. The Company has $ 6.1 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 $ 1.4 million of state net operating loss carryforwards is expected to be realized as a future benefit. Accordingly, a partial valuation allowance of $ 4.7 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 $ 0.6 million of valuation allowance was established for other net state deferred tax assets. 68 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 $ 18.5 million of deferred tax assets related to foreign net operating loss carryforwards. A partial valuation allowance of $ 2.8 million has been established against this amount resulting in a net $ 15.7 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 $ 2.8 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 applicable limitations if any. The Company had a foreign tax credit carry forward of $ 19.2 million and $ 13.0 million as of December 31, 2024 and 2023, respectively, with a $ 17.2 million and $ 12.5 million valuation allowance as of December 31, 2024 and 2023, 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, 2024, 2023 and 2022: 2024 2023 2022 Balance at January 1, $ 24,182 $ 11,730 $ 17,400 Net charges to income tax expense $ 5,693 $ 14,393 $ 1,119 Release of valuation allowance $ ( 1,882 ) $ ( 1,941 ) $ ( 6,789 ) Balance at December 31, $ 27,993 $ 24,182 $ 11,730 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, 2024, 2023 and 2022: 2024 2023 2022 Income tax provision at the Federal statutory tax rate $ 32,562 $ 32,156 $ 1,495 Unremitted earnings ( 30 ) 1,211 ( 1,839 ) Tax law changes / reform ( 37 ) 47 823 U.S. tax on foreign operations 9,625 9,014 4,864 Foreign derived intangible income ( 1,336 ) ( 1,147 ) ( 917 ) Withholding taxes 8,418 11,193 7,785 Foreign tax credits ( 6,898 ) ( 3,432 ) ( 5,850 ) Share-based compensation 2,345 1,814 1,372 Foreign tax rate differential 1,315 4,731 4,782 Research and development credit ( 1,902 ) ( 2,000 ) ( 1,757 ) Audit settlements — 456 2,697 Uncertain tax positions ( 2,372 ) ( 598 ) ( 6,375 ) State income tax provisions, net 1,905 2,158 432 Non-deductible expenses 341 416 190 Intercompany transfer of intangible assets 2,295 ( 584 ) ( 1,932 ) Goodwill impairment — — 19,550 Provision to return and other adjustments 2,655 ( 930 ) 21 Miscellaneous items, net 414 1,080 ( 416 ) Taxes on income before equity in net income of associated companies $ 49,300 $ 55,585 $ 24,925 For the years ended December 31, 2024 and 2023, the Company’s cumulative liability for gross unrecognized tax benefits were $ 13.9 million and $ 15.7 million, respectively. For the years ended December 31, 2024 and 2023, the Company had accrued approximately $ 0.8 million and $ 1.1 million, respectively, for cumulative penalties and $ 2.6 million and $ 2.9 million, respectively, for cumulative interest. 69 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 $ 0.2 million for penalties and a benefit of $ 0.2 million for interest (net of expirations and settlements) in its Consolidated Statements of Operations for the year ended December 31, 2024, 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 Operations for the year ended December 31, 2023, and 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 Operations for the year ended December 31, 2022. The Company estimates that during the year ending December 31, 2024, it will reduce its cumulative liability for gross unrecognized tax benefits by approximately $ 3.6 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, 2024. A reconciliation of the beginning and ending amounts of unrecognized tax benefits for the years ended December 31, 2024, 2023 and 2022, respectively, is as follows: 2024 2023 2022 Unrecognized tax benefits as of January 1 $ 15,659 $ 16,340 $ 22,464 Decrease in unrecognized tax benefits taken in prior periods ( 88 ) ( 147 ) ( 1,174 ) Increase in unrecognized tax benefits taken in current period 2,684 1,799 953 Decrease in unrecognized tax benefits due to lapse of statute of limitations ( 3,559 ) ( 2,736 ) ( 2,378 ) Decrease in unrecognized tax benefits due to audit settlements — — ( 2,509 ) (Decrease) increase due to foreign exchange rates ( 747 ) 403 ( 1,016 ) Unrecognized tax benefits as of December 31 $ 13,949 $ 15,659 $ 16,340 The amount of net unrecognized tax benefits above that, if recognized, would impact the Company’s tax expense and effective tax rate is $ 8.3 million, $ 10.1 million and $ 10.2 million for the years ended December 31, 2024, 2023 and 2022, 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 2019-2024 China 2019-2024 Germany 2018-2024 India 2019-2024 Italy 2019-2024 Mexico 2019-2024 Netherlands 2018-2024 Spain 2018-2024 U.S. Federal and State 2020-2024 United Kingdom 2021-2024 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. 70 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, 2024, 2023 and 2022: 2024 2023 2022 Basic earnings (loss) per common share Net income (loss) attributable to Quaker Chemical Corporation $ 116,644 $ 112,748 $ ( 15,931 ) Less: (income) loss allocated to participating securities ( 375 ) ( 555 ) 92 Net income (loss) available to common shareholders $ 116,269 $ 112,193 $ ( 15,839 ) Basic weighted average common shares outstanding 17,850,462 17,892,461 17,841,487 Basic earnings (loss) per common share $ 6.51 $ 6.27 $ ( 0.89 ) Diluted earnings (loss) per common share Net income (loss) attributable to Quaker Chemical Corporation $ 116,644 $ 112,748 $ ( 15,931 ) Less: (income) loss allocated to participating securities ( 375 ) ( 554 ) 92 Net income (loss) available to common shareholders $ 116,269 $ 112,194 $ ( 15,839 ) Basic weighted average common shares outstanding 17,850,462 17,892,461 17,841,487 Effect of dilutive securities 19,605 22,348 15,005 Diluted weighted average common shares outstanding 17,870,067 17,914,809 17,856,492 Diluted earnings (loss) per common share $ 6.51 $ 6.26 $ ( 0.89 ) Certain stock options, restricted stock units and PSUs are not included in the diluted earnings per share calculation when the effect would be anti-dilutive. The number of anti-dilutive shares were 32,353 , 10,621 , and 28,222 for the years ended December 31, 2024, 2023 and 2022, respectively. Note 12 – Accounts Receivable and Allowance for Credit Losses As of December 31, 2024 and 2023, the Company had gross trade accounts receivable totaling $ 413.7 million and $ 458.3 million, respectively. The following are changes in the allowance for credit losses during the years ended December 31, 2024, 2023 and 2022: 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, 2024 $ 13,302 $ 2,120 $ ( 1,215 ) $ ( 620 ) $ 13,587 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 Note 13 – Inventories Inventories as of December 31, 2024 and 2023 were as follows: 2024 2023 Raw materials and supplies $ 112,457 $ 119,047 Work in process, finished goods and reserves 115,015 114,810 Total inventories $ 227,472 $ 233,857 71 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, 2024 and 2023 were as follows: 2024 2023 Land $ 25,143 $ 26,110 Building and improvements 149,783 147,135 Machinery and equipment 272,188 263,999 Construction in progress 35,919 16,175 Property, plant and equipment, at cost 483,033 453,419 Less: accumulated depreciation ( 253,501 ) ( 245,608 ) Total property, plant and equipment, net $ 229,532 $ 207,811 As of December 31, 2024, PP&E includes $ 1.0 million of finance lease assets and future minimum lease payments. See Note 6, Leases , for additional information. Note 15 – Goodwill and Other Intangible Assets Changes in the carrying amount of goodwill for the years ended December 31, 2024 and 2023 were as follows: Americas EMEA Asia/Pacific Global Specialty Businesses Total Balance as of December 31, 2022 $ 215,899 $ 34,567 $ 150,375 $ 114,167 $ 515,008 Reallocation of reporting units (1) 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 Goodwill from acquisitions — 16,448 5,511 — 21,959 Currency translation and other adjustments ( 6,228 ) ( 1,984 ) ( 7,371 ) — ( 15,583 ) Balance as of December 31, 2024 $ 276,875 $ 80,404 $ 161,615 $ — $ 518,894 (1) 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. 2024 2023 2022 Goodwill, gross $ 611,498 $ 609,571 $ 608,008 Accumulated impairment losses (1) ( 92,604 ) ( 97,053 ) ( 93,000 ) Goodwill, net $ 518,894 $ 512,518 $ 515,008 (1) Accumulated impairment losses are attributable to the non-cash impairment charge of $ 93.0 million to write down the carrying value of the EMEA reporting unit during the fourth quarter of 2022 and includes the impact of currency translation. 72 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Gross carrying amounts and accumulated amortization for definite-lived intangible assets as of December 31, 2024 and 2023 were as follows: Gross Carrying Amount Accumulated Amortization Net Book Value 2024 2023 2024 2023 2024 2023 Customer lists and rights to sell $ 829,255 $ 841,562 $ 285,450 $ 243,872 $ 543,805 $ 597,690 Trademarks, formulations and product technology 160,257 161,613 62,373 55,879 97,884 105,734 Other 5,759 5,892 5,663 5,776 96 116 Total definite-lived intangible assets $ 995,271 $ 1,009,067 $ 353,486 $ 305,527 $ 641,785 $ 703,540 The Company recorded $ 58.2 million, $ 58.2 million and $ 57.5 million of amortization expense during the years ended December 31, 2024, 2023 and 2022, respectively. Amortization expense 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, 2025 $ 56,464 For the year ended December 31, 2026 56,174 For the year ended December 31, 2027 55,833 For the year ended December 31, 2028 55,374 For the year ended December 31, 2029 54,320 As of December 31, 2024 and December 31, 2023, the Company had indefinite-lived intangible assets for trademarks and tradenames totaling $ 185.3 million and $ 193.2 million, re spectively. The Company completes its annual goodwill and indefinite-lived intangible asset impairment tests 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 October 1, 2024 and concluded in each case that no impairment existed. See Note 23, Fair Value Measures , 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 value of goodwill, indefinite-lived, or long-lived assets might be impaired. Notwithstanding the results of the Company’s impairment assessments during 2023 and 2024, if the Company is unable to maintain the actions aimed at improving the financial performance of the EMEA reporting unit, or interest rates 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, 2024, 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, 2024 was $ 98.0 million, which includes investments of $ 66.3 million in Houghton Korea; $ 24.9 million in Primex; $ 6.3 million in Nippon Japan; and $ 0.5 million in Kelko Panama. 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. Dividends and distributions received from associated companies by investment were $ 9.1 million, $ 4.2 million, and $ 3.0 million in the years ended December 31, 2024, 2023 and 2022. 73 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 is a summary of equity income in associated companies by investment for the years ending December 31, 2024, 2023 and 2022: 2024 2023 2022 Houghton Korea $ 6,795 $ 11,442 $ 2,644 Nippon Japan 925 1,492 323 Kelko Panama 321 309 425 Primex 2,930 2,090 ( 1,427 ) Total equity in net income of associated companies $ 10,971 $ 15,333 $ 1,965 Note 17 – Other Non-Current Assets Other non-current assets as of December 31, 2024 and 2023 were as follows: 2024 2023 Uncertain tax positions (See Note 10) $ 5,334 $ 5,307 Pension assets (See Note 20) 2,245 3,879 Debt issuance costs (See Note 19) 2,374 3,340 Interest rate swap (See Note 24) 1,621 1,828 Long-term note receivable 925 1,014 Trust investment 1,566 601 Indemnification assets (See Notes 10 and 21) 405 430 Supplemental retirement income program (See Notes 20 and 23) 297 286 Other 2,593 2,085 Total other non-current assets $ 17,360 $ 18,770 As of December 31, 2024, two of the Company’s foreign pension plans’ fair value of plan assets exceeded its gross benefit obligation and were therefore over-funded, which is represented by the line Pension assets in the table above. As of December 31, 2023, one of the Company’s foreign pension plans’ fair value of plan assets exceeded its gross benefit obligation and was therefore over-funded. Approximately $ 1.0 million of payments related to the foreign pension plan’s have been made to escrow and are excluded from the plan’s net benefit obligation as of December 31, 2023. No such payments related to this plan has been made to escrow as of December 31, 2024. See Note 20 for additional information. Note 18 – Other Accrued Liabilities Other accrued liabilities as of December 31, 2024 and 2023 were as follows: 2024 2023 Non-income taxes $ 25,455 $ 27,295 Short-term lease liabilities (See Note 6) 10,619 11,965 Selling expenses and freight accruals 10,716 7,789 Current income taxes payable (See Note 10) 12,772 14,835 Professional fees, legal, and acquisition-related accruals 5,340 5,577 Accrued interest (See Note 19) 1,289 2,630 Customer advances and sales return reserves 3,855 2,454 Accrued insurance 6,041 2,295 Accrued environmental reserves (See Note 25) 1,235 1,187 Earnout liability (See Note 2) 1,160 — Accrued rent and facilities 1,129 1,104 Accrued non-pension benefits 833 581 Foreign currency forward contracts (See Note 24) 67 159 Other 157 12,444 Total other accrued liabilities $ 80,668 $ 90,315 74 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, 2024 and 2023 includes the following: As of December 31, 2024 As of December 31, 2023 Interest Rate Outstanding Balance Interest Rate Outstanding Balance Credit Facilities: Revolver 4.00 % 48,820 5.13 % 30,904 U.S. Term Loan 5.62 % 508,863 6.71 % 561,250 EURO Term Loan 4.00 % 138,767 5.13 % 152,366 Industrial development bonds 5.26 % 10,000 5.26 % 10,000 Bank lines of credit and other debt obligations Various 1,817 Various 1,092 Total debt $ 708,267 $ 755,612 Less: debt issuance costs ( 1,099 ) ( 1,545 ) Less: short-term and current portion of long-term debts ( 37,554 ) ( 23,444 ) Total long-term debt $ 669,614 $ 730,623 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 its primary credit facility (the “ Original Credit Facility”). The amended credit facility (“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”), each maturing in June 2027. 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 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 other less significant changes to the Original 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. 75 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, 2024 and December 31, 2023, 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, 2024 was approximately 6.1 %. As of December 31, 2024, the interest rate on the outstanding borrowings under the Credit Facility was approximately 5.2 %. As part of the Credit Facility, the Company is required to pay an annual 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 $ 448.7 million, which is net of bank letters of credit of approximately $ 2.4 million, as of December 31, 2024. 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 rate borrowings into an average fixed rate obligation 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, 2024, the aggregate interest rate on the swaps, including the fixed base rate plus the applicable margin, was 4.9 %. See Note 24, Hedging Activities , for additional information. In connection with executing the Credit Facility, the Company recorded a loss on extinguishment of debt of approximately $ 6.8 million in Other income (expense), net on the Consolidated Statement of Operations during the year ended December 31, 2022. The loss on extinguishment of debt included 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. The Company capitalized third-party and credit debt issuance costs attributed to the Euro Term Loan, U.S. Term Loan and Revolver in connection to the amended Credit Facility during the second quarter of 2022. Capitalized costs attributed to the Euro Term Loan and U.S. Term Loan are recorded as a direct offset to Long-term debt on the Consolidated Balance Sheets. Capitalized costs attributed to the Revolver are recorded within Other assets on the Consolidated Balance Sheets. These capitalized costs will collectively be amortized into Interest expense over the five year term of the Credit Facility. As of December 31, 2024 and 2023, the Company had $ 1.1 million and $ 1.5 million, respectively, of debt issuance costs recorded as a reduction of Long-term debt and $ 2.4 million and $ 3.3 million, respectively, of debt issuance costs recorded within Other assets. Industrial development bonds As of December 31, 2024 and 2023, 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 finance lease obligations. Total unused capacity under these arrangements as of December 31, 2024, was approximately $ 32.9 million. In addition to the bank letters of credit described in the “Credit facilities” subsection above, the Company’s 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, 2024 were approximately $ 6 million. 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, 2024, 2023 and 2022: 2024 2023 2022 Interest expense $ 43,223 $ 53,582 $ 33,691 Amortization of debt issuance costs 1,413 1,413 2,942 Total $ 44,636 $ 54,995 $ 36,633 76 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Based on the variable interest rates associated with the Credit Facility, as of December 31, 2024 and 2023, the amounts at which the Company’s total debt were recorded are not materially different from their fair market value. As of December 31, 2024, annual principal maturities on long-term borrowings, including the current portion, are as follows: For the year ended December 31, 2025 $ 34,318 For the year ended December 31, 2026 34,285 For the year ended December 31, 2027 628,342 For the year ended December 31, 2028 10,269 For the year ended December 31, 2029 — Total maturities on debt in the next five fiscal years 707,214 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, 2024 and 2023: Pension Benefits Other Post- Retirement Benefits 2024 2023 2024 2023 Foreign U.S. Total Foreign U.S. Total U.S. U.S. Change in benefit obligation Gross benefit obligation at beginning of year $ 144,779 $ 79,063 $ 223,842 $ 130,554 $ 79,086 $ 209,640 $ 1,343 $ 1,606 Service cost 417 — 417 399 28 427 — — Interest cost 5,817 3,672 9,489 6,083 3,849 9,932 61 69 Effect of plan amendments — — — — ( 15 ) ( 15 ) — — Curtailment (gain) loss ( 19 ) — ( 19 ) ( 213 ) — ( 213 ) — — Benefits paid ( 6,377 ) ( 6,519 ) ( 12,896 ) ( 6,086 ) ( 6,031 ) ( 12,117 ) ( 156 ) ( 182 ) Plan expenses and premiums paid ( 36 ) — ( 36 ) — — — — — Actuarial (gain) loss ( 6,589 ) ( 2,845 ) ( 9,434 ) 7,809 2,146 9,955 ( 61 ) ( 150 ) Translation differences and other ( 6,198 ) ( 1 ) ( 6,199 ) 6,233 — 6,233 26 — Gross benefit obligation at end of year $ 131,794 $ 73,370 $ 205,164 $ 144,779 $ 79,063 $ 223,842 $ 1,213 $ 1,343 77 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 2024 2023 2024 2023 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 $ 135,387 $ 60,967 $ 196,354 $ 129,944 $ 59,591 $ 189,535 $ — $ — Actual return on plan assets ( 3,003 ) 1,349 ( 1,654 ) 4,474 4,640 9,114 — — Employer contributions 2,043 3,751 5,794 1,566 2,767 4,333 156 182 Benefits paid ( 6,377 ) ( 6,519 ) ( 12,896 ) ( 6,086 ) ( 6,031 ) ( 12,117 ) ( 156 ) ( 182 ) Plan expenses and premiums paid ( 36 ) — ( 36 ) — — — — — Translation differences ( 5,051 ) — ( 5,051 ) 5,489 — 5,489 — — Fair value of plan assets at end of year $ 122,963 $ 59,548 $ 182,511 $ 135,387 $ 60,967 $ 196,354 $ — $ — Net benefit obligation recognized $ ( 8,831 ) $ ( 13,822 ) $ ( 22,653 ) $ ( 9,392 ) $ ( 18,096 ) $ ( 27,488 ) $ ( 1,213 ) $ ( 1,343 ) Amounts recognized in the balance sheet consist of: Non-current assets $ 2,245 $ — $ 2,245 $ 2,834 $ — $ 2,834 $ — $ — Current liabilities ( 400 ) ( 1,758 ) ( 2,158 ) ( 273 ) ( 1,757 ) ( 2,030 ) ( 170 ) ( 178 ) Non-current liabilities ( 10,676 ) ( 12,064 ) ( 22,740 ) ( 11,953 ) ( 16,339 ) ( 28,292 ) ( 1,043 ) ( 1,165 ) Net benefit obligation recognized $ ( 8,831 ) $ ( 13,822 ) $ ( 22,653 ) $ ( 9,392 ) $ ( 18,096 ) $ ( 27,488 ) $ ( 1,213 ) $ ( 1,343 ) Amounts not yet reflected in net periodic benefit costs and included in accumulated other comprehensive loss: Prior service cost ( 265 ) — ( 265 ) ( 353 ) — ( 353 ) — — Accumulated (loss) gain ( 19,775 ) 3,905 ( 15,870 ) ( 19,117 ) 2,248 ( 16,869 ) 1,199 1,241 AOCI ( 20,040 ) 3,905 ( 16,135 ) ( 19,470 ) 2,248 ( 17,222 ) 1,199 1,241 Cumulative employer contributions in excess of or (below) net periodic benefit cost 11,209 ( 17,727 ) ( 6,518 ) 10,078 ( 20,344 ) ( 10,266 ) ( 2,412 ) ( 2,584 ) Net benefit obligation recognized $ ( 8,831 ) $ ( 13,822 ) $ ( 22,653 ) $ ( 9,392 ) $ ( 18,096 ) $ ( 27,488 ) $ ( 1,213 ) $ ( 1,343 ) The accumulated benefit obligation for all defined benefit pension plans was $ 199.9 million ($ 73.4 million U.S. and $ 126.5 million Foreign) and $ 217.5 million ($ 79.1 million U.S. and $ 138.4 million Foreign) as of December 31, 2024 and 2023, respectively. Information for pension plans with an accumulated benefit obligation in excess of plan assets: 2024 2023 Foreign U.S. Total Foreign U.S. Total Accumulated benefit obligation 72,836 73,370 146,206 75,402 79,063 154,465 Fair value of plan assets 66,838 59,548 126,386 69,419 60,967 130,386 78 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) Information for pension plans with a projected benefit obligation in excess of plan assets: 2024 2023 Foreign U.S. Total Foreign U.S. Total Projected benefit obligation $ 77,914 $ 73,370 $ 151,284 $ 93,733 $ 79,063 $ 172,796 Fair value of plan assets 66,838 59,548 126,386 81,507 60,967 142,474 Components of net periodic benefit costs – pension plans: 2024 2023 Foreign U.S. Total Foreign U.S. Total Service cost $ 417 $ — $ 417 $ 399 $ 28 $ 427 Interest cost 5,817 3,672 9,489 6,083 3,849 9,932 Expected return on plan assets ( 5,571 ) ( 2,562 ) ( 8,133 ) ( 5,271 ) ( 2,799 ) ( 8,070 ) Curtailment (gain) loss ( 19 ) — ( 19 ) ( 213 ) 15 ( 198 ) Actuarial loss amortization 481 24 505 388 22 410 Prior service cost amortization 27 ( 1 ) 26 28 6 34 Net periodic benefit cost $ 1,152 $ 1,133 $ 2,285 $ 1,414 $ 1,121 $ 2,535 2022 Foreign U.S. Total Service cost $ 465 $ 47 $ 512 Interest cost 3,079 2,145 5,224 Expected return on plan assets ( 4,472 ) ( 3,509 ) ( 7,981 ) Settlement gain ( 71 ) — ( 71 ) Curtailment charge 207 — 207 Actuarial loss amortization 658 323 981 Prior service credit amortization 3 7 10 Net periodic benefit income $ ( 131 ) $ ( 987 ) $ ( 1,118 ) Other changes recognized in other comprehensive income – pension plans: 2024 2023 Foreign U.S. Total Foreign U.S. Total Net loss (gain) arising during the period $ 1,985 $ ( 1,631 ) $ 354 $ 8,605 $ 398 $ 9,003 Settlement loss — ( 24 ) ( 24 ) — ( 23 ) ( 23 ) Prior service cost — — — — ( 15 ) ( 15 ) Actuarial loss ( 481 ) — ( 481 ) ( 388 ) ( 92 ) ( 480 ) Curtailment recognition ( 27 ) — ( 27 ) ( 28 ) — ( 28 ) Effect of exchange rates on amounts included in AOCI ( 908 ) — ( 908 ) 560 — 560 Total recognized in other comprehensive loss (income) 569 ( 1,655 ) ( 1,086 ) 8,749 268 9,017 Total recognized in net periodic benefit cost and other comprehensive loss (income) $ 1,721 $ ( 521 ) $ 1,200 $ 10,163 $ 1,389 $ 11,552 79 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) 2022 Foreign U.S. Total Net gain arising during period $ ( 7,008 ) $ ( 3,555 ) $ ( 10,563 ) Settlement loss — ( 323 ) ( 323 ) Prior service credit (cost) 303 ( 7 ) 296 Actuarial (loss) gain ( 587 ) 1,247 660 Curtailment recognition ( 3 ) — ( 3 ) Effect of exchange rates on amounts included in AOCI ( 1,169 ) — ( 1,169 ) Total recognized in other comprehensive income ( 8,464 ) ( 2,638 ) ( 11,102 ) Total recognized in net periodic benefit cost and other comprehensive income $ ( 8,595 ) $ ( 3,625 ) $ ( 12,220 ) Components of net periodic benefit costs – other postretirement plan: 2024 2023 2022 Service cost $ — $ — $ — Interest cost 61 69 37 Actuarial gain amortization ( 102 ) ( 128 ) ( 79 ) Prior service credit amortization — ( 16 ) ( 32 ) Net periodic benefit costs $ ( 41 ) $ ( 75 ) $ ( 74 ) Other changes recognized in other comprehensive income – other postretirement benefit plans: 2024 2023 2022 Net gain arising during period $ ( 61 ) $ ( 150 ) $ ( 263 ) Recognition of amortizations in net periodic benefit cost — — ( 2 ) Prior service credit — 16 32 Actuarial gain amortization 102 127 79 Total recognized in other comprehensive loss (income) 41 ( 7 ) ( 154 ) Total recognized in net periodic benefit cost and other comprehensive loss (income) $ — $ ( 82 ) $ ( 228 ) Weighted-average assumptions used to determine benefit obligations as of December 31, 2024 and 2023: Pension Benefits Other Postretirement Benefits 2024 2023 2024 2023 U.S. Plans Discount rate 5.49 % 4.94 % 5.34 % 4.87 % Rate of compensation increase N/A N/A N/A N/A Foreign Plans Discount rate 4.64 % 4.35 % N/A N/A Rate of compensation increase 3.33 % 3.27 % N/A N/A 80 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, 2024, 2023 and 2022: Pension Benefits Other Postretirement Benefits 2024 2023 2022 2024 2023 2022 U.S. Plans Discount rate 4.94 % 5.21 % 2.67 % 4.87 % 5.15 % 2.45 % Expected long-term return on plan assets 5.50 % 5.50 % 5.75 % N/A N/A N/A Rate of compensation increase N/A N/A N/A N/A N/A N/A Foreign Plans Discount rate 4.33 % 4.77 % 3.97 % N/A N/A N/A Expected long-term return on plan assets 4.20 % 4.03 % 2.26 % N/A N/A N/A Rate of compensation increase 3.26 % 3.38 % 3.21 % 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, Basis of Presentation and Significant Accounting Policies , for additional information. Assumed health care cost trend rates as of December 31, 2024, 2023 and 2022: 2024 2023 2022 Health care cost trend rate for next year 7.05 % 6.87 % 5.60 % 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 2049 2048 2047 Plan Assets and Fair Value The Company’s pension plan target asset allocation and the weighted-average asset allocations as of December 31, 2024 and 2023 by asset category were as follows: Asset Category Target 2024 2023 U.S. Plans Equity securities 30 % 27 % 23 % Debt securities 70 % 71 % 70 % Other — % 2 % 7 % Total 100 % 100 % 100 % Foreign Plans Equity securities 17 % 18 % 15 % Debt securities 65 % 62 % 63 % Other 18 % 20 % 22 % Total 100 % 100 % 100 % As of December 31, 2024 and 2023, “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. 81 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, 2024, the foreign pension plan commingled funds included approximately 37 percent of investments in equity securities, 48 percent of investments in fixed income securities, and 15 percent of other non-related investments, primarily real estate. 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. 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, 2024, the U.S. pension plan pooled separate accounts included approximately 28 percent of investments in equity securities and 72 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, 2024 and 2023. 82 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, 2024 and 2023, the U.S. and foreign plans’ investments measured at fair value on a recurring basis were as follows: Fair Value Measurements at December 31, 2024 Total Fair Value Using Fair Value Hierarchy U.S. Pension Assets Level 1 Level 2 Level 3 Pooled separate accounts $ 58,454 $ — $ 58,454 $ — Real estate 1,094 — — 1,094 Subtotal U.S. pension plan assets in fair value hierarchy $ 59,548 $ — $ 58,454 $ 1,094 Total U.S. pension plan assets $ 59,548 Foreign Pension Assets Cash and cash equivalents $ 1,014 $ 1,014 $ — $ — Insurance contract 107,797 — — 107,797 Diversified equity securities - registered investment companies 2,045 — 2,045 — Fixed income – foreign registered investment companies 8,355 — 8,355 — Real estate 1,717 — — 1,717 Subtotal foreign pension assets in fair value hierarchy $ 120,928 $ 1,014 $ 10,400 $ 109,514 Commingled funds measured at NAV 2,035 Total foreign pension assets $ 122,963 Total pension assets in fair value hierarchy $ 180,476 $ 1,014 $ 68,854 $ 110,608 Total pension assets measured at NAV 2,035 Total pension assets $ 182,511 83 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, 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 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, 2024 and 2023 were as follows: Insurance Contract Real Estate Total Balance as of December 31, 2022 $ 59,963 $ 8,902 $ 68,865 Purchases (Sales) 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 Sales ( 1,310 ) ( 2,952 ) ( 4,262 ) Unrealized losses ( 4,620 ) ( 128 ) ( 4,748 ) Currency translation adjustment ( 4,666 ) ( 27 ) ( 4,693 ) Balance as of December 31, 2024 $ 107,797 $ 2,811 $ 110,608 84 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, 2024, the last valuation date available for the multiemployer plan, total plan liabilities were approximately $ 555 million. As of December 31, 2023, the multiemployer pension plan had total plan assets of approximately $ 348 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, 2024. 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. In connection with a site closure, the Company intends to withdraw from the multiemployer pension plan during the first half of 2025 and will be charged for its share of the multiemployer pension plan’s unfunded liability. The Company will record a withdrawal liability once an amount is determined and reasonably estimable in 2025. 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, 2024. 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 $ 6.0 million to its pension plans (approximately $ 3.3 million U.S. and $ 2.7 million Foreign) and approximately $ 0.2 million to its other postretirement benefit plan in 2025. 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 2025 $ 6,354 $ 7,958 $ 14,312 $ 170 2026 7,099 6,930 14,029 161 2027 6,800 6,247 13,047 140 2028 6,945 6,173 13,118 130 2029 8,453 6,070 14,523 120 2030 to 2034 43,345 28,280 71,625 469 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 for both the years ended December 31, 2024 and 2023, respectively, and $ 0.7 million for the year ended December 31, 2022, representing the annual accrued benefits under this plan. 85 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) 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, Equity , for additional information. Total Company contributions under this U.S. 401(k) plan were $ 6.6 million, $ 6.1 million and $ 7.2 million for the years ended December 31, 2024, 2023 and 2022, respectively. Note 21 – Other Non-Current Liabilities Other non-current liabilities as of December 31, 2024 and 2023 were as follows: 2024 2023 Uncertain tax positions, including interest and penalties (See Note 10) $ 17,257 $ 19,630 Non-current income taxes payable (See Note 10) — 4,695 Environmental reserves (See Note 25) 2,941 3,874 Deferred and other long-term compensation 2,833 2,871 Acquisition-related earnout liability (See Note 2) — 475 Other 1,414 260 Total other non-current liabilities $ 24,445 $ 31,805 Note 22 – Accumulated Other Comprehensive Loss The following table shows the reclassifications from and resulting balances of AOCI for the years ended December 31, 2024, 2023 and 2022: Currency Translation Adjustments Defined Benefit Pension Plans Unrealized Gain (Loss) in Available-for- Sale Securities Derivative Instruments Total Balance as of December 31, 2021 $ ( 49,843 ) $ ( 13,172 ) $ 397 $ ( 1,372 ) $ ( 63,990 ) Other comprehensive income (loss) 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 ) Other comprehensive income (loss) before reclassifications ( 77,424 ) 250 ( 44 ) ( 207 ) ( 77,425 ) Amounts reclassified from AOCI 265 ( 14 ) — 251 Related tax amounts — ( 90 ) 12 48 ( 30 ) Balance as of December 31, 2024 $ ( 192,841 ) $ ( 10,313 ) $ 287 $ 1,248 $ ( 201,619 ) All reclassifications related to Unrealized (loss) gain 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 (loss) income 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. 86 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) • 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, 2024. The Company did not own any Level 3 investments as of December 31, 2024 and 2023, respectively. 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, 2024 goodwill impairment assessment included WACCs of 10.0 %, 10.5 % and 10.0 % for the Company’s Americas, EMEA and Asia/Pacific reporting units, respectively. See Note 15, Goodwill and Other Intangible Assets , 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 derivative financial instruments for trading or speculative purposes. Foreign Exchange Forward Contracts 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 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 income (expense), 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. Open foreign exchange forward contracts as of December 31, 2024 were entered into as hedges of Japanese yen and Mexican peso against the U.S. dollar and had the following notional U.S. dollar values: Currency December 31, 2024 Mexican Peso $ 17,800 Japanese Yen 4,500 Total $ 22,300 Open foreign exchange forward contracts as of December 31, 2024 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, Debt , for additional information. 87 Table of Contents QUAKER CHEMICAL CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Continued (Dollars in thousands, except per share amounts, unless otherwise stated) 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 hedged 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. 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, 2024 2023 Interest rate swaps Other non-current assets $ 1,621 $ 1,828 Foreign currency forward contracts Other accrued liabilities 67 159 The following table presents the net unrealized loss deferred to AOCI: December 31, 2024 2023 Derivatives designated as cash flow hedges Interest rate swaps AOCI $ 1,248 $ 1,407 The following table presents the net gain or loss recognized in the Company’s Consolidated Statements of Operations for the years ended December 31, 2024, 2023 and 2022: Derivative instruments Consolidated Statements of Operations Location 2024 2023 2022 Interest rate swaps Interest expense, net $ 4,770 $ 3,555 $ — Foreign exchange forward contracts Other (expense) income, net ( 2,026 ) 2,134 — Total $ 2,744 $ 5,689 $ — 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 an additional round of testing is expected to commence in 2025. As of December 31, 2024, 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, 2024, 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. 88 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 ongoing monitoring and maintenance at each of the applicable sites. During the year ended December 31, 2024, there have been no significant changes to the facts or circumstances of these matters. Based on the Company’s current obligations, historical costs incurred, and projected costs to be incurred over the next 24 years, the Company estimated the present value range of costs for all of these environmental matters, on a discounted basis, to be between approximately $ 3.5 million and $ 6.0 million as of December 31, 2024, for which $ 3.6 million is accrued within other accrued liabilities and other non-current liabilities on the Company’s Consolidated Balance Sheets as of December 31, 2024. Comparatively, as of December 31, 2023, the Company had $ 5.1 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 $ 0.6 million and $ 0.2 million were accrued as of December 31, 2024 and 2023, respectively, to provide for such anticipated future environmental assessments and remediation costs. The Company previously disclosed in its 2023 Form 10-K that one of its North American production facilities experienced an electrical fire in 2021 that resulted in property damage and the temporary shutdown of production. The Company and its insurance carrier reviewed the impact of the electrical fire on the production facility’s operations as it relates to a potential business interruption insurance claim. In July 2024, the Company and its insurance carrier settled this claim for $ 1.0 million. 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. 89 Table of Contents Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure. Not Applicable.