q11k.htm


 

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 





FORM 11-K
 





 
x
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the fiscal year ended December 31, 2011

OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission file number 001-12019
 





 
A. Full title of plan and the address of the plan, if different from that of the issuer named below:

Quaker Chemical Corporation
Retirement Savings Plan

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Quaker Chemical Corporation
One Quaker Park
901 E. Hector Street
Conshohocken, PA 19428-2380
 
 





 
 

 

Quaker Chemical Corporation
Retirement Savings Plan
Table of Contents

 
  
Page
 Number
  
1
 
  
 
Financial Statements
 
  
2
  
3
   
  
4 – 8
   
Additional Information*
  
 
   
  
9
   
*      Other supplemental schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.
  
 
   
  
10
   
Exhibits
  
 
   
  
 

 
 

 
Table of Contents

Report of Independent Registered Public Accounting Firm

 
To the Participants and Administrator of the
 
Quaker Chemical Corporation Retirement Savings Plan
 
We have audited the accompanying statements of net assets available for benefits of the Quaker Chemical Corporation Retirement Savings Plan (the “Plan”) as of December 31, 2011 and 2010, and the related statements of changes in net assets available for benefits for each of the years then ended.  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audits.
 
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.
 
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Quaker Chemical Corporation Retirement Savings Plan as of December 31, 2011 and 2010, and the changes in its net assets available for benefits for each of the years then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole.  The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
 

/s/ ASHER & COMPANY, Ltd.
 
Philadelphia, Pennsylvania
June 25, 2012

 
1

 
Table of Contents

QUAKER CHEMICAL CORPORATION
RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 
 
As of December 31,
 
 
 
2011
 
 
2010
 
Assets
 
 
 
 
 
 
 
 
Investments, at fair value
 
 
 
 
 
 
 
 
Registered investment companies:
 
 
 
 
 
 
 
 
            Columbia Small Cap Growth Fund, Inc.
 
$
2,294,384
 
 
$
2,804,982
 
            Vanguard 500 Index Fund Investor Shares
 
 
8,210,535
*
 
 
9,216,236
*
            Vanguard Balanced Index Fund Investor Shares
 
 
1,614,161
 
 
 
1,401,429
 
            Vanguard Extended Market Index Fund Investor Shares
 
 
1,991,372
 
 
 
2,287,032
 
            Vanguard International Growth Fund Investor Shares
 
 
2,594,451
 
 
 
3,373,835
*
            Vanguard Prime Money Market Fund
 
 
10
 
 
 
59,582
 
            Vanguard Target Retirement 2005 Fund
 
 
175,975
 
 
 
170,619
 
            Vanguard Target Retirement 2010 Fund
 
 
712,976
 
 
 
676,474
 
            Vanguard Target Retirement 2015 Fund
 
 
1,118,086
 
 
 
1,145,446
 
            Vanguard Target Retirement 2020 Fund
 
 
1,303,127
 
 
 
1,170,062
 
            Vanguard Target Retirement 2025 Fund
 
 
1,432,782
 
 
 
1,451,553
 
            Vanguard Target Retirement 2030 Fund
 
 
839,810
 
 
 
981,054
 
            Vanguard Target Retirement 2035 Fund
 
 
508,968
 
 
 
339,508
 
            Vanguard Target Retirement 2040 Fund
 
 
397,332
 
 
 
284,656
 
            Vanguard Target Retirement 2045 Fund
 
 
248,461
 
 
 
167,865
 
            Vanguard Target Retirement 2050 Fund
 
 
178,840
 
 
 
126,038
 
            Vanguard Target Retirement 2055 Fund
 
 
35,245
 
 
 
 
            Vanguard Target Retirement Income
 
 
481,356
 
 
 
421,274
 
            Vanguard Total Bond Market Index Fund Investor Shares
 
 
5,087,168
*
 
 
5,305,709
*
            Vanguard U.S. Growth Fund Investor Shares
 
 
1,646,176
 
 
 
1,897,610
 
            Vanguard Windsor II Fund Investor Shares
 
 
2,067,483
 
 
 
2,555,373
 
                                    Total registered investment companies
 
 
32,938,698
 
 
 
35,836,337
 
            Vanguard Retirement Savings Trust
 
 
11,227,197
*
 
 
9,295,025
*
            Quaker Chemical Corporation Stock Fund #
 
 
12,992,743
*
 
 
11,220,391
*
Vanguard Brokerage Option:
 
 
 
 
 
 
 
 
            Common stock
 
 
234,255
 
 
 
247,952
 
            Registered investment companies
 
 
37,038
 
 
 
7,258
 
                                    Total investments at fair value
 
 
57,429,931
 
 
 
56,606,963
 
Receivables:
 
 
 
 
 
 
 
 
            Employer's contributions
 
 
114,304
 
 
 
211,135
 
            Participant contributions
 
 
 
 
 
171,644
 
            Participant notes receivable
 
 
1,481,325
 
 
 
1,356,153
 
            Other receivable
 
 
 
 
 
25,352
 
                                   Total receivables
 
 
1,595,629
 
 
 
1,764,284
 
 
 
 
 
 
 
 
 
 
Total assets
 
 
59,025,560
 
 
 
58,371,247
 
 
 
 
 
 
 
 
 
 
Adjustment from fair value to contract value for fully benefit-responsive
 
 
 
 
 
 
 
 
     investment contracts
 
 
(519,891)
 
 
 
(366,021)
 
 
 
 
 
 
 
 
 
 
Net assets available for benefits
 
$
58,505,669
 
 
$
58,005,226
 

* Represents 5% or more of net assets available for benefits
# A portion of this investment is non participant-directed

The accompanying notes are an integral part of the financial statements

 
2

 
Table of Contents

QUAKER CHEMICAL CORPORATION
RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 
 
 
 
 
 
 
 
 
 
 
For the Year Ended
 
 
 
December 31,
 
 
 
2011
 
 
2010
 
Additions
 
 
 
 
 
 
 
 
Investment income:
 
 
 
 
 
 
 
 
            Interest and dividend income, investments
 
$
1,476,502
 
 
$
1,210,063
 
            Interest income, participant loans
 
 
64,025
 
 
 
58,465
 
            Net (decrease) increase in fair value of investments
 
 
(1,367,897)
 
 
 
10,016,549
 
 
 
 
172,630
 
 
 
11,285,077
 
 
 
 
 
 
 
 
 
 
Contributions:
 
 
 
 
 
 
 
 
            Employer
 
 
1,881,245
 
 
 
1,867,456
 
            Participant
 
 
3,182,256
 
 
 
3,015,759
 
 
 
 
5,063,501
 
 
 
4,883,215
 
 
 
 
 
 
 
 
 
 
                    Total additions
 
 
5,236,131
 
 
 
16,168,292
 
 
 
 
 
 
 
 
 
 
Deductions:
 
 
 
 
 
 
 
 
            Payment of benefits
 
 
4,735,688
 
 
 
3,651,066
 
                    Total deductions
 
 
4,735,688
 
 
 
3,651,066
 
 
 
 
 
 
 
 
 
 
Net increase
 
 
500,443
 
 
 
12,517,226
 
 
 
 
 
 
 
 
 
 
Net assets available for plan benefits:
 
 
 
 
 
 
 
 
            Beginning of year
 
 
58,005,226
 
 
 
45,488,000
 
            End of year
 
$
58,505,669
 
 
$
58,005,226
 

The accompanying notes are an integral part of the financial statements

 
3

Quaker Chemical Corporation

Retirement Savings Plan
Notes to Financial Statements



NOTE 1 – DESCRIPTION OF PLAN
 
The following description of the Quaker Chemical Corporation Retirement Savings Plan (the “Plan”) provides only general information. The Plan document is a more complete description of the Plan’s provisions.
 
General
 
The Plan is a defined contribution plan for certain U.S. employees of the Quaker Chemical Corporation (the “Company”) and adopting affiliates (AC Products, Inc.  (“AC”) and Epmar Corporation (“Epmar”)). The Plan is administered by the Pension Plan Committee, which is appointed by the Company’s Board of Directors and is subject to the Employee Retirement Income Security Act of 1974 (“ERISA”).
 
Employees of the Company are eligible to participate in the Plan on their first day of employment or as soon as administratively practicable thereafter, unless specified differently in any bargaining unit agreement.
 
Plan Amendments
 
The Plan was amended and restated generally effective January 1, 2010, except as otherwise provided for in the Plan.
 
Contributions
 
Participants may elect to contribute on a before-tax basis any whole percentage of their compensation, up to 50%, during the year, not to exceed the annual Internal Revenue Code limits.  At the discretion of the Pension Committee, the Plan matches 50% of each participant's contribution up to 6% of compensation, except, for plan years ending before 2011, those participants designated as AC participants or Epmar participants.  Beginning in 2011, AC and Epmar have the ability to make discretionary matching contributions on behalf of AC and Epmar participants, respectively.  In addition, the Plan provides for a nonelective nondiscretionary contribution on behalf of Company non-bargaining participants who have completed one year of service equal to 3% of the eligible participant's compensation.  All employer contributions may be allocated to the Company Stock Fund, at the sole discretion of the Pension Plan Committee.  Participants may diversify the investment of Plan funds that are automatically invested in the Company Stock Fund. 
 
The Company’s Board of Directors (AC’s Board of Directors with respect to AC participants) reserves the right to make future discretionary nonelective contributions, which are allocated on the basis of eligible participants’ applicable compensation. Upon completing one year of service, an eligible participant is eligible to receive discretionary nonelective contributions on the first day of the month coinciding with or next following the date on which the participant meets the one year of service requirement.  Epmar participants are not eligible for a discretionary nonelective contribution.
 
Participants who are eligible to make contributions and who have or will attain age 50 before the end of the Plan year are eligible to make catch-up contributions in accordance with, and subject to, the limitations of the Internal Revenue Code Section 414(v). No Company matching contributions are made with respect to catch-up contributions.
 
The Company makes its nonelective nondiscretionary contribution and a portion of its discretionary matching contribution in shares of Company common stock.  Non-cash contributions made by the Company were $1,499,789 and $1,488,806 in 2011 and 2010 respectively.
 
Participant Accounts
 
Each participant’s account is credited or deducted with the participant’s contribution and any applicable expenses and allocation of the Company’s contributions and any Plan earnings and losses.
 
Participant Notes Receivable
 
Participants may borrow from their fund accounts (other than amounts invested in the Company Stock Fund) an amount limited to the lesser of $50,000 or 50% of the participant’s vested account balance. The loans bear interest at a rate equal to the prevailing rate of interest charged for similar loans by lending institutions in the community plus 1%. The term of each participant loan generally may not exceed five years except for principal residence loans. Interest rates at December 31, 2011 and December 31, 2010 ranged from 4.25% to 10.25%.
 
Payment of Benefits
 
Generally, upon separation of service, for any reason, a participant may receive a lump sum amount equal to the value of the participant’s account.  In addition, a participant may elect to take an in-service distribution from their rollover account (effective November 1, 2010) or upon reaching age 59-1/2 (after 2010).  If a participant’s vested account balance exceeds $1,000, the participant may defer payment until the first of the month coincident with or next following attainment of age 65.
 

 
4

Quaker Chemical Corporation

Retirement Savings Plan
Notes to Financial Statements – Continued



Hardship Withdrawals
 
Participants who receive a hardship withdrawal from their account will not be eligible to make contributions for six months following the receipt of the hardship withdrawal.
 
Vesting
 
Participants are fully vested in Company matching contributions, Company discretionary nonelective contributions, Company nondiscretionary nonelective contributions and employee deferrals plus actual earnings upon entering the Plan.
 
Plan Termination
 
Although it has not expressed any intent to do so, the Company has the right to terminate the Plan subject to the provisions of ERISA.
 
NOTE 2 – SUMMARY OF ACCOUNTING POLICIES
 
Basis of Accounting
 
The Plan’s financial statements are prepared on the accrual basis of accounting.
 
Use of Estimates
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
 
Investment Valuation and Income Recognition
 
The Plan’s investments are stated at fair value.  Fair value is 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.  Refer to Note 4 – Fair Value Measures for further information.
 
Purchases and sales of investments are recorded on a trade-date basis. Net increase (decrease) in fair value of investments includes gains and losses on investments bought and sold as well as held during the year. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income.
 
Participant Notes Receivable
 
Participant loans are classified as a plan receivable rather than an investment at fair value.  Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Delinquent notes receivable from participants are recorded as a distribution based on the terms of the plan document.
 
Payment of Benefits
 
Benefits are recorded when paid.
 
Risks and Uncertainties
 
The Plan provides for investment options in various investment securities.  Investment securities are exposed to various risks such as interest rate, credit and overall market volatility risks.  Due to levels of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.
 
NOTE 3 – VANGUARD RETIREMENT SAVINGS TRUST

The Vanguard Retirement Savings Trust (“VRST”) is composed of an investment in a master trust which invests in fully benefit-responsive contracts.  As described in the Financial Accounting Standards Board’s (“FASB”) guidance on fully benefit-responsive investment contracts, fully benefit-responsive investment contracts held by a defined contribution plan are required to be reported at fair value.  However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate a permitted transaction under the terms of the plan.
 
 
5

 
Quaker Chemical Corporation

Retirement Savings Plan
Notes to Financial Statements – Continued

 
Contract value, as reported by VRST, represents contributions made under the contract, plus earnings, less participant withdrawals.  Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.  The difference between fair value and contract value of the underlying investments is reflected over time through the crediting rate formula provided for in the master trust’s investment contracts. The crediting interest rate is reset quarterly based on the performance of the underlying assets.  Certain events limit the Plan’s ability to transact at contract value, including: 1) Premature termination of the contracts by the Plan; 2) Plan termination; and 3) Bankruptcy of the Plan sponsor.  The Plan administrator does not believe that any events that would limit the Plan’s ability to transact at contract value with Plan participants are probable of occurring.  Contract issuers may terminate and settle the contracts at other than contract value if there is a change in qualification status of a participant, sponsor or plan, a breach of material obligations under the contract and misrepresentation by the contract holder or failure of the underlying portfolio to conform to previously established investment guidelines.
 
The Plan’s investment in the VRST is included in the Statements of Net Assets Available for Benefits at its fair value, which is adjusted to contract value on a separate adjustment line to derive net assets available for benefits.  The average yield earned by the VRST was 2.94% and 2.92% for the years ended December 31, 2011 and December 31, 2010, respectively, but the average yield that was earned by the VRST credited to the trust’s participants was 2.90% and 2.88% for the years ended December 31, 2011 and December 31, 2010, respectively.
 
In 2008, the Plan adopted FASB’s guidance regarding the presentation and disclosure of fully benefit-responsive contracts in a defined contribution plan, however, determined that the difference between fair value and contract value was not material.  The Plan sponsor determined in 2011 that the difference between fair value and contract value of the Vanguard Retirement Savings Trust was material, and accordingly, adjusted the Statements of Net Assets Available for Benefits.  Prior periods have been retrospectively adjusted.
 

NOTE 4 – FAIR VALUE MEASURES

The Plan applies the guidance of the FASB regarding fair value measurements, which establishes a common definition for fair value to be applied to guidance requiring use of fair value, establishes a framework for measuring fair value, and expands disclosure about such fair value measurements.  This guidance does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements.
 
The guidance utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of 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. 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 that reflect the reporting entity’s own assumptions.
 
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 valuation hierarchy:
 
Registered Investment Companies
 
The shares of registered investment companies, which represent the net asset values of shares held by the Plan, are valued at quoted market prices in an exchange and active market and are classified as Level 1 investments.
 
Small Capitalization Stock Fund
 
The small capitalization stock fund is comprised of investments in the Quaker Chemical Stock Fund, which is composed of shares of the Company and uninvested cash.  The shares of the Company are traded in an exchange and active market and are classified as a Level 1 investment.
 
Common Stock
 
Common stock is valued at quoted market prices in an exchange and active market, and is classified as a Level 1 investment.
 

 
6

Quaker Chemical Corporation

Retirement Savings Plan
Notes to Financial Statements – Continued



Common/Collective Trust
 
Investment in the Vanguard Retirement Savings Trust is valued based upon the quoted redemption value of units owned by the Plan at year end.  Units of the trust are not available in an active exchange and active market, however, the fair value is determined based on the underlying investments in the Vanguard Retirement Master Trust as traded in an exchange and active market and is classified as a Level 2 investment.
 
The valuation methodologies described above may produce fair value calculations that may not be indicative of net realizable value or reflective of future fair values.  Furthermore, while the Plan believes its valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
 

 
As of December 31, 2011 and December 31, 2010, the Plan’s investments measured at fair value on a recurring basis were as follows:

 
 
 
   
Fair Value Measurements at December 31, 2011
 
 
 
Fair Value
   
Using Fair Value Hierarchy
 
 
 
as of
   
 
   
 
   
 
 
Assets
 
December 31, 2011
   
Level 1
   
Level 2
   
Level 3
 
Large capitalization registered investment companies
  $ 11,935,497     $ 11,935,497     $     $  
Mid-capitalization registered investment companies
    1,991,372       1,991,372              
Small capitalization registered investment companies
    2,294,384       2,294,384              
Large capitalization international registered investment companies
    2,594,451       2,594,451              
Fixed income registered investment companies
    5,087,168       5,087,168              
Balanced fund registered investment companies
    9,047,119       9,047,119              
Small capitalization stock fund
    12,992,743       12,992,743              
Common stock
    234,255       234,255              
Money market fund registered investment companies
    25,745       25,745              
Common/Collective Trust
    11,227,197             11,227,197        
 
                               
Total
  $ 57,429,931     $ 46,202,734     $ 11,227,197     $  


 
 
 
   
Fair Value Measurements at December 31, 2010
 
 
 
Fair Value
   
Using Fair Value Hierarchy
 
 
 
as of
   
 
   
 
   
 
 
Assets
 
December 31, 2010
   
Level 1
   
Level 2
   
Level 3
 
Large capitalization registered investment companies
  $ 13,669,219     $ 13,669,219     $     $  
Mid-capitalization registered investment companies
    2,287,032       2,287,032              
Small capitalization registered investment companies
    2,804,982       2,804,982              
Large capitalization international registered investment companies
    3,373,835       3,373,835              
Fixed income registered investment companies
    5,305,709       5,305,709              
Balanced fund registered investment companies
    8,335,978       8,335,978              
Small capitalization stock fund
    11,220,391       11,220,391              
Common stock
    247,952       247,952              
Money market fund registered investment companies
    66,840       66,840              
Common/Collective Trust
    9,295,025             9,295,025        
 
                               
Total
  $ 56,606,963     $ 47,311,938     $ 9,295,025     $  

NOTE 5 – NON PARTICIPANT-DIRECTED INVESTMENTS
 
The Company directs a portion of its matching contribution and nonelective contribution to the Company Stock Fund.  Participants and beneficiaries may direct these matching contributions and nonelective contributions (automatically invested in the Company Stock Fund) to another investment fund.  Information about the net assets and components of the changes in net assets relating to the non participant-directed portion of this Company Stock Fund is as follows:
 
 
7

 
Quaker Chemical Corporation

Retirement Savings Plan
Notes to Financial Statements – Continued

 

 
  
As of December 31,
 
 
  
2011
   
2010
 
Net Assets:
  
             
Company stock fund
  
$
3,563,693
   
$
3,406,519
 
   
       
     For the Year Ended  
 
  
 
December 31,
 
 
  
 
2011
   
2010
 
Changes in net assets:
  
             
Interest and dividend income
  
$
83,548
   
$
85,691
 
Net (decrease) increase in fair value of investments
  
 
(167,460)
     
1,950,269
 
Contributions
  
 
795,719
     
595,248
 
Distributions
  
 
(554,633
)
   
(1,190,640
)
 
  
$
157,174
   
$
1,440,568
 

NOTE 6 – RELATED PARTY TRANSACTIONS
 
The Plan invests in shares of mutual funds and a collective trust managed by an affiliate of Vanguard Fiduciary Trust Company (“VFTC”). VFTC acts as trustee for plan investments. Transactions in such investments qualify as party-in-interest transactions and are exempt from the prohibited transaction rules.
 
NOTE 7 - INVESTMENTS
 
The Plan’s investments, which include gains and losses on investments bought and sold as well as held during the year, (decreased) increased in value as follows:
 

 
For the Year Ended
 
 
December 31,
 
 
2011
 
2010
 
Registered investment companies
  $ (891,009 )   $ 3,615,448  
Common stock
    (476,888 )     6,401,101  
 
  $ (1,367,897 )   $ 10,016,549  

NOTE 8 – PLAN EXPENSES
 
Substantially all administrative expenses, including audit fees, are paid by the Company.
 

NOTE 9 – TAX STATUS
 
The Internal Revenue Service (“IRS”) has determined and informed the Company by letter dated December 4, 2003 that the Plan is qualified under Internal Revenue Code (“IRC”) Section 401(a). The Plan has since been amended and restated effective January 1, 2010. The amended and restated Plan was submitted to the Internal Revenue Service for a favorable determination in January 2011.  The plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC, therefore, the plan administrator has not identified any uncertain tax positions which would require adjustment to or disclosure in the Plan’s financial statements.  The IRS has the ability to examine the Plan’s tax return filings for all open tax years, which is generally the three prior years.
 

 
8

 
Table of Contents
 
Quaker Chemical Corporation                                                                                                                                                                                                                                   Schedule I
Retirement Savings Plan

Schedule of Assets (Held at End of Year)
As of December 31, 2011

Quaker Chemical Corporation Retirement Savings Plan, EIN 23-0993790, PN 112

Attachment to Form 5500, Schedule H, Part IV, Line i:

 
 
Identity of Issue
Investment Type
 
Current Value
 
 
 
Columbia Small Cap Growth Fund, Inc.
Registered Investment Company
 
$
2,294,384
 
  *  
Vanguard 500 Index Fund Investor Shares
Registered Investment Company
 
 
8,210,535
 
  *  
Vanguard Balanced Index Fund Investor Shares
Registered Investment Company
 
 
1,614,161
 
  *  
Vanguard Extended Market Index Fund Investor Shares
Registered Investment Company
 
 
1,991,372
 
  *  
Vanguard International Growth Fund Investor Shares
Registered Investment Company
 
 
2,594,451
 
  *  
Vanguard Prime Money Market Fund
Registered Investment Company
 
 
10
 
  *  
Vanguard Target Retirement 2005 Fund
Registered Investment Company
 
 
175,975
 
  *  
Vanguard Target Retirement 2010 Fund
Registered Investment Company
 
 
712,976
 
  *  
Vanguard Target Retirement 2015 Fund
Registered Investment Company
 
 
1,118,086
 
  *  
Vanguard Target Retirement 2020 Fund
Registered Investment Company
 
 
1,303,127
 
  *  
Vanguard Target Retirement 2025 Fund
Registered Investment Company
 
 
1,432,782
 
  *  
Vanguard Target Retirement 2030 Fund
Registered Investment Company
 
 
839,810
 
  *  
Vanguard Target Retirement 2035 Fund
Registered Investment Company
 
 
508,968
 
  *  
Vanguard Target Retirement 2040 Fund
Registered Investment Company
 
 
397,332
 
  *  
Vanguard Target Retirement 2045 Fund
Registered Investment Company
 
 
248,461
 
  *  
Vanguard Target Retirement 2050 Fund
Registered Investment Company
 
 
178,840
 
  *  
Vanguard Target Retirement 2055 Fund
Registered Investment Company
 
 
35,245
 
  *  
Vanguard Target Retirement Income
Registered Investment Company
 
 
481,356
 
  *  
Vanguard Total Bond Market Index Fund Investor Shares
Registered Investment Company
 
 
5,087,168
 
  *  
Vanguard U.S. Growth Fund Investor Shares
Registered Investment Company
 
 
1,646,176
 
  *  
Vanguard Windsor II Fund Investor Shares
Registered Investment Company
 
 
2,067,483
 
  *  
Vanguard Brokerage Option
Vanguard Brokerage Option
 
 
271,293
 
  *  
Vanguard Retirement Savings Trust
Common/Collective Trust
 
 
10,707,306
 
  *  
Quaker Chemical Corporation **
Common Stock Fund
 
 
12,992,743
 
  *  
Quaker Chemical Corporation Retirement Savings Plan
Participant Loans (4.25% to 10.25%)
 
 
1,481,325
 
Total assets held for investment purposes
 
 
$
58,391,365
 


*       Party in Interest
**     In part, a non participant-directed investment, for which cost is $7,316,669

 
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Table of Contents

Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed by the undersigned hereunto duly authorized.
 
         
   
Quaker Chemical Corporation Retirement Savings Plan
June 25, 2012
 
By:
 
/s/ Mark A. Featherstone
       
Vice President – Treasurer and Chief Financial Officer



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