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UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM SD Specialized Disclosure Report QUAKER CHEMICAL CORPORATION (Exact name of registrant as specified in its Charter) Pennsylvania (State or other jurisdiction of incorporation or organization) 001-12019 (Commission File Number) 23-0993790 (IRS Employer Identification No.) 901 E. Hector Street, Conshohocken, Pennsylvania (Address of principal executive offices) 19428-2380 (Zip Code) Robert T. Traub, Esquire Senior Vice President, General Counsel and Corporate Secretary Phone Number: (610) 832-4000 (Name and telephone number, including area code, of the person to contact in connection with this report) x Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1, 2020 to December 31, 2020. ________ Section 1 - Conflict Minerals Disclosure Item 1.01. Conflict Minerals Disclosure and Report This Specialized Disclosure Report on Form SD (this "Form SD") of Quaker Chemical Corporation (the "Company") is filed pursuant to Rule 13p-1 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), for the reporting period January 1, 2020 to December 31, 2020. Pursuant to Rule 13p-1 and Section 13(p) of the Exchange Act, which implements Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Company is required to make certain inquiries and perform certain due diligence with respect to any "conflict minerals" (as defined by paragraph (d)(3) of Item 1.01 of Form SD) that are necessary to the functionality or production of a product manufactured (or contracted to be manufactured) by the Company or any of its subsidiaries. A copy of the Company's Conflict Minerals Report is provided as Exhibit 1.01 to this Form SD and is publicly available under the "Corporate Governance" section of the Company's website at https://investors.quakerhoughton.com/corporate-governance. References to the Company's website are provided for convenience only, and its contents are not incorporated by reference into this Form SD or the Conflict Minerals Report, nor are they deemed filed with the Securities and Exchange Commission. Item 1.02. Exhibit A copy of the Company's Conflict Minerals Report is filed as Exhibit 1.01 to this Form SD. Section 2 - Exhibits Item 2.01. Exhibits. (a) Exhibits Exhibit 1.01 Conflict Minerals Report of Quaker Chemical Corporation for the period of January 1, 2020 to December 31, 2020, as required by Items 1.01 and 1.02 of this Form. SIGNATURES Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: May 27, 2021 QUAKER CHEMICAL CORPORATION By: /s/ Robert T. Traub Robert T. Traub, Esquire Senior Vice President, General Counsel and Corporate Secretary
Exhibit 1.01
Conflict Minerals Report of Quaker Chemicals Corporation for the
period of January 1, 2020 to December 31, 2020
1. Introduction
This Conflict Minerals Report describes the due diligence process of Quaker
Chemical Corporation, doing business as Quaker Houghton, and its subsidiaries
and affiliates listed on Exhibit 1 of its 10-K filed with Securities and
Exchange Commission on March 1, 2021, (the "Company," "Quaker Houghton," "we,"
"us" and "our") in accordance with the requirements of Rule 13p-1 of the
Securities Exchange Act or 1934, as amended.
2. Company Overview
The Company was organized in 1918, incorporated as a Pennsylvania business
corporation in 1930, and in August 2019 completed a combination with Houghton
International Inc. ("Houghton") to form Quaker Houghton. Quaker Houghton is a
global leader in industrial process fluids. With a presence around the world,
including operations in over 25 countries, the Company's customers include
thousands of the world's most advanced and specialized steel, aluminum,
automotive, aerospace, offshore, can, mining, and metal working companies.
Quaker Houghton develops, produces, and markets a broad range of formulated
chemical specialty products and offers chemical management services for various
heavy industrial and manufacturing applications throughout its four segments:
Americas; Europe, Middle East and Africa; Asia-Pacific; and Global Specialty
Businesses.
The major product lines of Quaker Houghton include metal removal fluids,
cleaning fluids, corrosion inhibitors, metal drawing and forming fluids, die
cast mold releases, heat treatment and quenchants, metal forging fluids,
hydraulic fluids, specialty greases, off shore sub-sea energy control fluids,
rolling lubricants, rod and wire drawing fluids and surface treatment
chemicals.
Certain of the Company's products include tin, which is necessary to the
functionality or production of these products. No other conflict minerals,
i.e., gold, tantalum or tungsten, are necessary to the functionality or
production of any Company products. Tin, tantalum, tungsten and gold
are referred to collectively as "3TG." The Company did not become subject to
conflict minerals reporting obligations of Rule 13p-1 under the Securities
Exchange Act until the combination with Houghton was completed in 2019.
3. Reasonable Country of Origin and Due Diligence
Reasonable Country of Origin Inquiry:
To implement a reasonable country of origin inquiry ("RCOI") for the tin
supplied to the Company, we conducted an internal analysis of our products and
components to identify those that contain tin and established a list of tin
suppliers. The Company identified four suppliers of tin and reached out to
each of these suppliers. One tin supplier provided a Conflict Minerals
Reporting Template ("CMRT"). One tin supplier provided a certification that
its tin products are manufactured from raw materials that are classified as
Democratic Republic of the Congo or adjoining countries ("DRC") conflict free.
Another tin supplier provided a certification its tin does not originate from
the DRC. The fourth tin supplier provided a statement from its parent company
that it does not knowingly source any tin that originates from the DRC. The
Company reviewed and evaluated the information provided by its tin suppliers.
Based on this evaluation, the Company determined that one supplier, the
supplier that provided the CMRT, may source tin from the DRC that is not from
recycled or scrap sources. As such, we then proceeded to exercise due
diligence on the source and chain of custody of the tin sourced from this
one supplier.
Due Diligence:
Our due diligence process is based on the Organization for Economic Co-operation
and Development's Due Diligence Guidance for Responsible Supply Chains of
Minerals from Conflict-Affected and High-Risk Areas and accompanying supplements
(the "OECD Framework"), which is an internationally recognized due diligence
framework. Quaker Houghton has adopted a Conflict Minerals Policy Statement
that expresses the Company's commitment to the responsible sourcing of 3TG
minerals necessary for the production and functionality of its products. The
Company's Conflict Minerals Policy Statement is publicly available on
the Company's website at
https://investors.quakerhoughton.com/corporate-governance. In 2020, Quaker
Houghton developed a Supplier Code of Conduct, which is based on the UN Global
Compact Initiative and the global chemical Responsible Care program, and is
available on the Company's website
(https://home.quakerhoughton.com/supplier-code-of-conduct/). Our Supplier Code
of Conduct requires suppliers to abide by all applicable laws and regulations
related to conflict minerals. The Company is in the process of rolling out the
Supplier Code of Conduct to its suppliers of raw materials, packaging and
transportation as well as its toll manufacturers ("In-Scope Suppliers") and
requiring the In-Scope Suppliers to return to the Company an executed Supplier
Code of Conduct indicating their compliance with its terms.
As part of our due diligence measures, we compared the tin smelters identified
in the CMRT of the one in-scope tin supplier to the facilities identified by the
Responsible Minerals Initiative ("RMI") Responsible Minerals Assurance Process
("RMAP") as compliant. The RMAP assesses facilities' systems and processes for
traceability of ore and demonstration of conflict-free sourcing. The RMAP uses
an independent third-party assessment of smelter/refiner management systems
and sourcing practices to validate conformance with RMAP standards. The RMAP
standards are developed to meet the requirements of the OECD Due Diligence
Guidance. Information on the RMAP process can be found at: http://www.
responsiblemineralsinitiative.org/responsible-minerals-assurance-process/
All the smelters identified by our one in-scope tin supplier on its CMRT are
identified by the RMAP as compliant. A few of the smelters identified have a
reassessment in progress. The table below identifies these smelters. The list
of tin compliant smelters is published and maintained on RMI's website:
http://www.responsiblemineralsinitiative.org/responsible-minerals-assurance
-process/smelter-refiner-lists/tungsten-smelters-list/conformant-tin-smelters/
4. Tin Products
The Company manufactures or contracts to manufacture certain products that
contain tin, such as HOUGHTO-COLOR A-599. The Company's one tin supplier
determined to be in scope provided a CMRT version 6.01 which identifies the
following smelters:
Metal: Tin
Official Smelter Name: EM Vinto
Smelter ID: CID000438
Compliant Smelter(i): Yes
Smelter Location: Bolivia
Metal: Tin
Official Smelter Name: Malaysia Smelting Corporation (MSC)
Smelter ID: CID001105
Compliant Smelter(i): Yes
Smelter Location: Malaysia
Metal: Tin
Official Smelter Name: Metallo Belgium N.V.
Smelter ID: CID002773
Compliant Smelter(i): Yes
Smelter Location: Belgium
Metal: Tin
Official Smelter Name: Mineracao Taboca S.A.
Smelter ID: CID001173
Compliant Smelter(i): Yes
Smelter Location: Brazil
Metal: Tin
Official Smelter Name: Minsur
Smelter ID: CID001182
Compliant Smelter(i): Yes
Smelter Location: Peru
Metal: Tin
Official Smelter Name: PT Timah Tbk Mentok
Smelter ID: CID001482
Compliant Smelter(i): Yes
Smelter Location: Indonesia
Metal: Tin
Official Smelter Name: Thaisarco
Smelter ID: CID001898
Compliant Smelter(i): Yes
Smelter Location: Thailand
Metal: Tin
Official Smelter Name: Tin Technology & Refining
Smelter ID: CID003325
Compliant Smelter(i): Yes
Smelter Location: United States
Metal: Tin
Official Smelter Name: White Solder Metalurgia e Mineracao Ltda.
Smelter ID: CID002036
Compliant Smelter(i): Yes
Smelter Location: Brazil
i.Compliant refers to tin facilities that are listed by RMI as of April 2021 as
conformant with RMAP protocols or certified or accredited by a similar
independent assessment program cross-recognized by RMAP.
5. Steps to Improve Due Diligence
In addition to the supplier diligence and outreach described above with the
Company's tin suppliers, the Company plans to perform additional outreach to
the tin supplier that has not provided a CMRT to date. The Company will
continue to implement its Supplier Code of Conduct program and its efforts
to obtain executed versions of the Supplier Code of Conduct from all In-Scope
Suppliers. The Company will monitor its products and components to identify new
products or components that may include any 3TG. The Company will monitor its
tin products to identify any new tin suppliers and to bring such tin suppliers
within the scope of the Company's conflict minerals program. The Company
will communicate its Conflict Minerals Policy Statement with its tin suppliers
and will maintain open lines of communication with its tin suppliers so the
Company is notified promptly if there are any changes in the source of the tin
supplied to the Company.