UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549





FORM 10-Q/A

(Amendment No. 1)





| | x | QUARTERLY REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ---------------------------------------------------------------------------------------



For the quarterly
period ended March 31, 2019



OR



| |  ̈ | TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| | - | ----------------------------------------------------------------------------------------



For the transition period from 
to



Commission file number 001-12019



QUAKER CHEMICAL CORPORATION

(Exact name of Registrant as specified
in its charter)





|Pennsylvania                                                           |  | 23-0993790                                  
|---------------------------------------------------------------------- |  | --------------------------------------------
|(State or other jurisdiction of
        incorporation or organization) |  | (I.R.S. Employer
        Identification No.)



|One Quaker Park, 901 E. Hector Street,
        Conshohocken, Pennsylvania |  | 19428 – 2380
|------------------------------------------------------------------------- |  | ------------
|(Address of principal executive offices)                                  |  | (Zip Code)  



Registrant’s telephone number,
including area code: 610-832-4000



Not Applicable

Former name, former address and former
fiscal year, if changed since last report.





Securities registered pursuant to Section 12(b) of the Act:



|Title of each class        | Trading Symbol(s) | Name of each exchange on which registered
|-------------------------- | ----------------- | -----------------------------------------
|Common Stock, $1 par value | KWR               | New York Stock Exchange                  



Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.    Yes     x    No     ̈



Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes     x    No     ̈



Indicate by check mark whether the Registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging
growth company” in Rule 12b-2 of the Exchange Act.



| | Large accelerated filer  x |                             | Accelerated filer   ̈ | 
| | -------------------------- | --------------------------- | -------------------- | 
| | Non-accelerated filer   ̈   | Smaller reporting company  ̈ |                     
| | Emerging growth company  ̈  |                             |                     



If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act.   ̈



Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act).    Yes      ̈    No    x



Indicate the number of shares outstanding of each of the issuer’s
classes of common stock, as of the latest practicable date.



|Number of Shares of Common Stock
        Outstanding on March 31, 2019 |  | 13,333,668
|---------------------------------------------------------------------- |  | ----------




















EXPLANATORY NOTE



This Amendment No. 1 on Form 10-Q/A (this
“Amended Filing”) amends our original Quarterly Report on Form 10-Q for the quarter ended March 31, 2019 filed with
the U.S. Securities and Exchange Commission (the “SEC”) on May 2, 2019 (the “Original Filing”). However,
this amendment does not change our consolidated financial statements as set forth in the Original Filing.



The purpose of this Amended Filing is to
revise Part I, Item 4 to reflect management’s conclusion that our disclosure controls and procedures were not effective at
March 31, 2019 due to a material weakness in our internal control over financial reporting identified subsequent to the issuance
of our Original Filing. This material weakness did not result in any change to our consolidated financial statements as set forth
in the Original Filing. As required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, new certifications by
the Company’s Chief Executive Officer and Chief Financial Officer are being filed herewith as exhibits to this Amended Filing
(Exhibit 31.1 and Exhibit 31.2). Because no financial statements are contained within this Amended Filing, paragraph 3 of such
certifications has been omitted.



Other than the inclusion within this Amended
Filing of new certifications required by management (and related amendment to the exhibit index to reflect the addition of such
certifications), this Amended Filing speaks only as of the date of the Original Filing and does not modify or update any other
disclosures contained in our Original Filing. Also, there are no changes to our consolidated financial statements set forth in
the Original Filing. This Amended Filing should be read in conjunction with the Original Filing and reports filed with the SEC
subsequent to the Original Filing.















Item 4.  Controls and Procedures.





Evaluation of disclosure controls and
procedures.  As required by Rule 13a-15(b) under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), our management, including our principal executive officer and principal financial officer, has evaluated the effectiveness
of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered
by this report.  At the time we filed the Original Filing, our principal executive officer and our principal financial officer
had concluded that as of the end of the period covered by this report our disclosure controls and procedures were effective. Subsequent
to that evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and
procedures were not effective as of March 31, 2019 because of a material weakness in our internal control over financial reporting.
The Company is amending this Item 4 to reflect this conclusion. This control deficiency was identified following an internal review
by PricewaterhouseCoopers LLP, the independent registered public accounting firm of the Company, of its 2018 audit of the Company’s
consolidated financial statements as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended December
31, 2018, originally filed with the SEC on February 28, 2019. The Company did not design and maintain effective internal control
over certain aspects of its information technology. Specifically, we did not design and maintain effective controls related to
(i) user access controls to adequately restrict user and privileged access to certain financial applications and data to the appropriate
personnel, including ensuring appropriate segregation of duties as it relates to the preparation and review of journal entries
and (ii) monitoring, documenting and approving system or data changes.



Notwithstanding this material weakness,
the Company has concluded that no material misstatements exist in the consolidated financial statements as filed in the Original
Filing and such financial statements present fairly, in all material respects, the financial position of the Company as of March
31, 2019 and December 31, 2018, and the results of its operations and its cash flows for the three months ended March 31, 2019
and March 31, 2018, in conformity with accounting principles generally accepted in the United States of America.



Plan for Remediation of Material Weakness.
The Company and its Board of Directors are committed to maintaining a strong internal control environment. Management has evaluated
the material weakness described above and has made significant progress updating its design and implementation of internal controls
to remediate the aforementioned control deficiency and enhance the Company’s internal control environment. The remediation
plan is being implemented and includes a revised risk assessment coupled with additional controls and procedures. Management is
committed to successfully implementing the remediation plan as promptly as possible, and currently plans to evaluate its updated
internal controls design and determine whether the controls have operated effectively during the third quarter of 2019 in order
to fully remediate the aforementioned material weakness in the Company’s internal control over financial reporting.





Changes in internal control over financial
reporting.  As required by Rule 13a-15(d) under the Exchange Act, our management, including our principal executive officer
and principal financial officer, has evaluated our internal control over financial reporting to determine whether any changes to
our internal control over financial reporting occurred during the quarter ended March 31, 2019 that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.  Based on that evaluation, no such
changes to our internal control over financial reporting occurred during the quarter ended March 31, 2019.













PART II.



Item 6.  Exhibits.



|(a) Exhibits |  |  
|------------ |  | -
|             |  |  
|31.1         |  | –
|             |  |  
|31.2         |  | –
|             |  |  
|32.1         |  | –
|             |  |  
|32.2         |  | –
|             |  |  
|101.INS      |  | –
|             |  |  
|101.SCH      |  | –
|             |  |  
|101.CAL      |  | –
|             |  |  
|101.DEF      |  | –
|             |  |  
|101.LAB      |  | –
|             |  |  
|101.PRE      |  | –



| | * | Filed herewith.
| | - | ---------------



| | ** | Previously filed with our Quarterly Report on Form 10-Q
originally filed on May 2, 2019.
| | -- | ----------------------------------------------------------------------------------------



| | † | Previously furnished with our Quarterly Report on Form
10-Q originally filed on May 2, 2019.
| | - | --------------------------------------------------------------------------------------------















*********



Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.





|                    |  | QUAKER CHEMICAL CORPORATION
        (Registrant)                                                                                                                
|------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|                    |  |                                                                                                                                                                 
|                    |  | /s/ Mary Dean Hall                                                                                                                                              
|Date: July 24, 2019 |  | Mary Dean Hall, Vice President, Chief Financial Officer and Treasurer (officer duly authorized on behalf of, and principal financial officer of, the Registrant)