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, 2012

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	
Report of Independent Registered Public Accounting Firm - December 31, 2012	  	1	
Report of Independent Registered Public Accounting Firm - December 31, 2011	  	2	
 Financial Statements	  	 	
Statements of Net Assets Available for Benefits	  	3	
Statements of Changes in Net Assets Available for Benefits	  	4	
Notes to Financial Statements	  	5 – 9	
 	 	
 Additional Information*	  	 	
Schedule I – Schedule of Assets (Held at End of Year)	  	10	
 	 	
*      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.	  	 	
 	 	
Signature	  	11	
 	 	
 Exhibits	  	 	
Exhibit 23.1 – Consent of Independent Registered Public Accounting Firm – December 31, 2012	  	 	
Exhibit 23.2 – Consent of Independent Registered Public Accounting Firm – December 31, 2011	 	 	

 

 Table of Contents

Report of Independent Registered Public Accounting Firm

To the Plan Administrator
Quaker Chemical Corporation Retirement Savings Plan
Conshohocken, Pennsylvania

We have audited the accompanying statement of net assets available for benefits of the Quaker Chemical Corporation Retirement Savings Plan (the “Plan”) as of December 31, 2012, and the related statement of changes in net assets available for benefits for the year ended December 31, 2012. 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 audit.
 
We conducted our audit 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 also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Plan as of December 31, 2012, and the changes in net assets available for benefits for the year ended December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.
 
Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2012 is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary 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 audit 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/ BDO USA, LLP
 
Philadelphia, Pennsylvania
June 25, 2013

1

 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 statement of net assets available for benefits of the Quaker Chemical Corporation Retirement Savings Plan (the “Plan”) as of December 31, 2011, and the related statement of changes in net assets available for benefits for the year 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 audit.
 
We conducted our audit 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 audit provides 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 the changes in its net assets available for benefits for the year then ended, in conformity with accounting principles generally accepted in the United States of America.
 
Our audit was 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 audit 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

2

 Table of Contents

QUAKER CHEMICAL CORPORATION
RETIREMENT SAVINGS PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 	 	As of December 31,	 	
 	 	2012	 	 	2011	 	
Assets	 	 	 	 	 	 	 	 	
Investments, at fair value	 	 	 	 	 	 	 	 	
Registered investment companies:	 	 	 	 	 	 	 	 	
            Columbia Small Cap Growth Fund, Inc.	 	$	2,432,158 	 	 	$	2,294,384 	 	
            Vanguard 500 Index Fund Investor Shares	 	 	10,146,566 	*	 	 	8,210,535 	*	
            Vanguard Balanced Index Fund Investor Shares	 	 	2,370,555 	 	 	 	1,614,161 	 	
            Vanguard Extended Market Index Fund Investor Shares	 	 	2,654,373 	 	 	 	1,991,372 	 	
            Vanguard International Growth Fund Investor Shares	 	 	2,874,111 	 	 	 	2,594,451 	 	
            Vanguard Prime Money Market Fund	 	 	69 	 	 	 	10 	 	
            Vanguard Target Retirement 2005 Fund	 	 	— 	 	 	 	175,975 	 	
            Vanguard Target Retirement 2010 Fund	 	 	690,856 	 	 	 	712,976 	 	
            Vanguard Target Retirement 2015 Fund	 	 	1,344,885 	 	 	 	1,118,086 	 	
            Vanguard Target Retirement 2020 Fund	 	 	1,744,064 	 	 	 	1,303,127 	 	
            Vanguard Target Retirement 2025 Fund	 	 	1,701,564 	 	 	 	1,432,782 	 	
            Vanguard Target Retirement 2030 Fund	 	 	1,179,395 	 	 	 	839,810 	 	
            Vanguard Target Retirement 2035 Fund	 	 	810,441 	 	 	 	508,968 	 	
            Vanguard Target Retirement 2040 Fund	 	 	544,086 	 	 	 	397,332 	 	
            Vanguard Target Retirement 2045 Fund	 	 	369,449 	 	 	 	248,461 	 	
            Vanguard Target Retirement 2050 Fund	 	 	249,424 	 	 	 	178,840 	 	
            Vanguard Target Retirement 2055 Fund	 	 	73,427 	 	 	 	35,245 	 	
            Vanguard Target Retirement Income	 	 	1,055,279 	 	 	 	481,356 	 	
            Vanguard Total Bond Market Index Fund Investor Shares	 	 	6,059,927 	*	 	 	5,087,168 	*	
            Vanguard U.S. Growth Fund Investor Shares	 	 	2,031,872 	 	 	 	1,646,176 	 	
            Vanguard Windsor II Fund Investor Shares	 	 	2,317,291 	 	 	 	2,067,483 	 	
                                    Total registered investment companies	 	 	40,649,792 	 	 	 	32,938,698 	 	
            Vanguard Retirement Savings Trust	 	 	11,930,481 	*	 	 	11,227,197 	*	
            Quaker Chemical Corporation Stock Fund	 	 	17,306,162 	*	 	 	12,992,743 	*	
Vanguard Brokerage Option:	 	 	 	 	 	 	 	 	
            Common stock	 	 	389,345 	 	 	 	234,255 	 	
            Registered investment companies	 	 	40,452 	 	 	 	37,038 	 	
                                    Total investments at fair value	 	 	70,316,232 	 	 	 	57,429,931 	 	
Receivables:	 	 	 	 	 	 	 	 	
            Employer's contributions	 	 	104,898 	 	 	 	114,304 	 	
            Participant notes receivable	 	 	1,507,502 	 	 	 	1,481,325 	 	
                                   Total receivables	 	 	1,612,400 	 	 	 	1,595,629 	 	
 	 	 	 	 	 	 	 	 	
Total assets	 	 	71,928,632 	 	 	 	59,025,560 	 	
 	 	 	 	 	 	 	 	 	
Adjustment from fair value to contract value for fully benefit-responsive	 	 	 	 	 	 	 	 	
     investment contracts	 	 	(600,610)	 	 	 	(519,891)	 	
 	 	 	 	 	 	 	 	 	
Net assets available for benefits	 	$	71,328,022 	 	 	$	58,505,669 	 	

* Represents 5% or more of net assets available for benefits

The accompanying notes are an integral part of the financial statements

3

 Table of Contents

QUAKER CHEMICAL CORPORATION
RETIREMENT SAVINGS PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 	 	For the Year Ended	 	
 	 	December 31,	 	
 	 	2012	 	 	2011	 	
Additions	 	 	 	 	 	 	 	 	
Investment income:	 	 	 	 	 	 	 	 	
            Interest and dividend income, investments	 	$	1,601,379 	 	 	$	1,476,502 	 	
            Net increase (decrease) in fair value of investments	 	 	8,525,662 	 	 	 	(1,367,897)	 	
 	 	 	10,127,041 	 	 	 	108,605 	 	
 	 	 	 	 	 	 	 	 	
Interest income, participant notes receivable	 	 	63,164 	 	 	 	64,025 	 	
 	 	 	 	 	 	 	 	 	
Contributions:	 	 	 	 	 	 	 	 	
            Employer	 	 	2,072,146 	 	 	 	1,881,245 	 	
            Participant	 	 	3,618,924 	 	 	 	3,182,256 	 	
 	 	 	5,691,070 	 	 	 	5,063,501 	 	
 	 	 	 	 	 	 	 	 	
                    Total additions	 	 	15,881,275 	 	 	 	5,236,131 	 	
 	 	 	 	 	 	 	 	 	
Deductions:	 	 	 	 	 	 	 	 	
            Payment of benefits	 	 	3,058,922 	 	 	 	4,735,688 	 	
                    Total deductions	 	 	3,058,922 	 	 	 	4,735,688 	 	
 	 	 	 	 	 	 	 	 	
Net increase	 	 	12,822,353 	 	 	 	500,443 	 	
 	 	 	 	 	 	 	 	 	
Net assets available for plan benefits:	 	 	 	 	 	 	 	 	
            Beginning of year	 	 	58,505,669 	 	 	 	58,005,226 	 	
            End of year	 	$	71,328,022 	 	 	$	58,505,669 	 	

The accompanying notes are an integral part of the financial statements

4

Table of Contents 
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 provides a 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 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
 
In November 2012, the Plan was amended to reflect certain technical comments made by the Internal Revenue Service in connection with the Plan’s favorable determination letter application (see Note 7).
 
Contributions
 
Participants may elect to contribute on a before-tax and/or after-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.  In addition, the Plan provides for a non-elective 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 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 non-elective 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 non-elective 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 non-elective 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 Internal Revenue Code Section 414(v). No Company matching contributions are made with respect to catch-up contributions.
 
The Company makes its non-elective nondiscretionary contribution and a portion of its discretionary matching contribution in shares of Company common stock.  Non-cash contributions made by the Company were $1,601,138 and $1,499,789 in 2012 and 2011, 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 on outstanding participant notes receivable at December 31, 2012 ranged from 4.25% to 9.75% and at December 31, 2011 ranged from 4.25% to 10.25%.  Principal and interest is paid ratably through periodic payroll deductions.
 
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 prior to reaching age 59 ½, and from all accounts upon reaching age 59 ½.  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.

5

Table of Contents 
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 non-elective contributions, Company nondiscretionary non-elective 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.
 
Administration of Plan Assets
 
The Plan’s assets are held by the Trustee of the Plan.  Certain administrative functions are performed by officers or employees of the Company.  No such officer or employee receives compensation from the plan.   Substantially all administrative expenses, including the Trustee’s and audit fees, are paid directly by the Company.
 
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.  Plan management determines the Plan’s valuation policies utilizing information provided by the Trustee.  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
 
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest.  Interest income is recorded on the accrual basis.  No allowance for credit losses has been recorded as of December 31, 2012 or December 31, 2011.  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.

 
6

Table of Contents 
Quaker Chemical Corporation

Retirement Savings Plan
Notes to Financial Statements – Continued

NOTE 3 – VANGUARD RETIREMENT SAVINGS TRUST

The Vanguard Retirement Savings Trust (“VRST”) is composed of an investment in a trust which invests in fully benefit-responsive contracts.  Based on the Financial Accounting Standards Board’s (“FASB”) guidance, 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.
 
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 pre-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 2.37% and 2.94% for the years ended December 31, 2012 and December 31, 2011, respectively, but the average yield that was earned by the VRST credited to the trust’s participants was 2.34% and 2.90% for the years ended December 31, 2012 and December 31, 2011, respectively.

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.  Specifically, 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.
 
Common Stock Fund
 
The common 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.

 
7

Table of Contents 
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 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, 2012 and December 31, 2011, the Plan’s investments measured at fair value on a recurring basis were as follows:

 	 	 	 	 	Fair Value Measurements at December 31, 2012	 	
 	 	Fair Value	 	 	Using Fair Value Hierarchy	 	
 	 	as of	 	 	 	 	 	 	 	 	 	 	
Assets	 	December 31, 2012	 	 	Level 1	 	 	Level 2	 	 	Level 3	 	
Large-capitalization registered investment companies	 	$	14,504,573	 	 	$	14,504,573	 	 	$	—	 	 	$	—	 	
Mid-capitalization registered investment companies	 	 	2,654,373	 	 	 	2,654,373	 	 	 	—	 	 	 	—	 	
Small-capitalization registered investment companies	 	 	2,432,158	 	 	 	2,432,158	 	 	 	—	 	 	 	—	 	
Large-capitalization international registered investment companies	 	 	2,874,111	 	 	 	2,874,111	 	 	 	—	 	 	 	—	 	
Fixed-income registered investment companies	 	 	6,059,927	 	 	 	6,059,927	 	 	 	—	 	 	 	—	 	
Balanced fund registered investment companies	 	 	12,133,425	 	 	 	12,133,425	 	 	 	—	 	 	 	—	 	
Small-capitalization common stock fund	 	 	17,306,162	 	 	 	17,306,162	 	 	 	—	 	 	 	—	 	
Common stock	 	 	389,345	 	 	 	389,345	 	 	 	—	 	 	 	—	 	
Money market fund registered investment companies	 	 	31,677	 	 	 	31,677	 	 	 	—	 	 	 	—	 	
Common/collective trust	 	 	11,930,481	 	 	 	—	 	 	 	11,930,481	 	 	 	—	 	
 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total	 	$	70,316,232	 	 	$	58,385,751	 	 	$	11,930,481	 	 	$	—	 	

 	 	 	 	 	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 common 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	 	 	$	—	 	

NOTE 5 – 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.  Fees incurred by the Plan for investment management services are included in the net increase (decrease) in the fair value of investments.
 
 Participant notes receivable qualify as party-in-interest transactions and are exempt from the prohibited transaction rules.

 
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Quaker Chemical Corporation

Retirement Savings Plan
Notes to Financial Statements – Continued

NOTE 6 - INVESTMENTS
 
The Plan’s investments, which include gains and losses on investments bought and sold as well as held during the year, increased (decreased) in value as follows:

 	For the Year Ended	 	
 	December 31,	 	
 	2012	 	2011	 	
Registered investment companies	$	3,499,164	 	$	(891,009	)	
Common stock	 	5,026,498	 	 	(476,888	)	
 	$	8,525,662	 	$	(1,367,897	)	

NOTE 7 – TAX STATUS
 
The Internal Revenue Service (“IRS”) has determined and informed the Company by letter dated September 27, 2012, which updates the 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 the plan administrator believes the Plan is currently designed and being operated in compliance with the applicable requirements of the IRC.  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.

 
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                                                                                                                                                                                  Quaker Chemical Corporation                                                                                                                                                                    Schedule I
Retirement Savings Plan

Schedule of Assets (Held at End of Year)
As of December 31, 2012

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 (a)	 	
 	 	Columbia Small Cap Growth Fund, Inc.	Registered Investment Company	 	$	2,432,158 	 	
 	*	 	Vanguard 500 Index Fund Investor Shares	Registered Investment Company	 	 	10,146,566 	 	
 	*	 	Vanguard Balanced Index Fund Investor Shares	Registered Investment Company	 	 	2,370,555 	 	
 	*	 	Vanguard Extended Market Index Fund Investor Shares	Registered Investment Company	 	 	2,654,373 	 	
 	*	 	Vanguard International Growth Fund Investor Shares	Registered Investment Company	 	 	2,874,111 	 	
 	*	 	Vanguard Prime Money Market Fund	Registered Investment Company	 	 	69 	 	
 	*	 	Vanguard Target Retirement 2010 Fund	Registered Investment Company	 	 	690,856 	 	
 	*	 	Vanguard Target Retirement 2015 Fund	Registered Investment Company	 	 	1,344,885 	 	
 	*	 	Vanguard Target Retirement 2020 Fund	Registered Investment Company	 	 	1,744,064 	 	
 	*	 	Vanguard Target Retirement 2025 Fund	Registered Investment Company	 	 	1,701,564 	 	
 	*	 	Vanguard Target Retirement 2030 Fund	Registered Investment Company	 	 	1,179,395 	 	
 	*	 	Vanguard Target Retirement 2035 Fund	Registered Investment Company	 	 	810,441 	 	
 	*	 	Vanguard Target Retirement 2040 Fund	Registered Investment Company	 	 	544,086 	 	
 	*	 	Vanguard Target Retirement 2045 Fund	Registered Investment Company	 	 	369,449 	 	
 	*	 	Vanguard Target Retirement 2050 Fund	Registered Investment Company	 	 	249,424 	 	
 	*	 	Vanguard Target Retirement 2055 Fund	Registered Investment Company	 	 	73,427 	 	
 	*	 	Vanguard Target Retirement Income	Registered Investment Company	 	 	1,055,279 	 	
 	*	 	Vanguard Total Bond Market Index Fund Investor Shares	Registered Investment Company	 	 	6,059,927 	 	
 	*	 	Vanguard U.S. Growth Fund Investor Shares	Registered Investment Company	 	 	2,031,872 	 	
 	*	 	Vanguard Windsor II Fund Investor Shares	Registered Investment Company	 	 	2,317,291 	 	
 	*	 	Vanguard Brokerage Option	Vanguard Brokerage Option	 	 	429,797 	 	
 	*	 	Vanguard Retirement Savings Trust	Common/Collective Trust	 	 	11,329,871 	 	
 	*	 	Quaker Chemical Corporation	Common Stock Fund	 	 	17,306,162 	 	
 	*	 	Participant Loans	(4.25% to 9.75%)	 	 	1,507,502 	 	
 	 	 	 	 	 	$	71,223,124 	 	

*       Party in Interest
(a)     Cost is not required for participant directed investments

See accompanying Report of Independent Registered Public Accounting Firm

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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, 2013	 	By:	 	/s/ Margaret M. Loebl	
 	 	 	 	Vice President – Chief Financial Officer and Treasurer	
 
11

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (033-54158, 333-115713, 333-159513) of Quaker Chemical Corporation of our report dated June 25, 2013, relating to the December 31, 2012 financial statements and supplemental schedule of Quaker Chemical Corporation Retirement Savings Plan which appear in this Form 11-K for the year ended December 31, 2012.

/s/ BDO USA, LLP

Philadelphia, Pennsylvania
June 25, 2013

Exhibit 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (Nos. 033-54158, 333-115713 and  333-159513) of Quaker Chemical Corporation of our report dated June 25, 2012 relating to the December 31, 2011 financial statements of the Quaker Chemical Corporation Retirement Savings Plan, included in Quaker Chemical Corporation Retirement Savings Plan’s Annual Report on Form 11-K for the year ended December 31, 2012.

/s/ ASHER & COMPANY, Ltd.
Philadelphia, Pennsylvania

June 25, 2013