CFCF Industries

We note the discussion of executive compensation in your proxy statement does not discuss the impact your share repurchases have on RONA and TSR. Please confirm that your future filings will discuss this impact on these measures and consequently on the vesting of your long term incentive awards or provide us with an analysis supporting your determination that the impact is not material.

We acknowledge the comment and respectfully advise you that the Company’s share repurchases do not have a material impact on the performance measures used in our long-term incentive awards or on the vesting of such awards.

Long-term incentive awards granted to our named executive officers are based on a specified cash value, the amount of which is split between two different award types:

· 40% restricted stock unit (“RSU”) awards that are subject to time vesting, and vest ratably over three years; and

· 60% performance restricted stock unit (“PRSU”) awards that are subject to three-year

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cliff vesting based on average return on net assets (“RONA”) performance over three one-year periods.

o In the event the Company’s average RONA performance results in a payout under the PRSU awards, the number of shares earned based on RONA performance may be increased or decreased by up to 20% based on our three-year total shareholder return (“TSR”) performance.

Unlike the calculation of a performance measure such as earnings per share (which we do not use in our compensation program), the calculation of RONA is not dependent on the number of shares outstanding or otherwise impacted by share repurchases. RONA is determined by reference to the ratio of our adjusted

EBITDA divided by our average operational assets.

· Share repurchases do not impact the calculation of adjusted EBITDA, so the amount or number of shares repurchased does not impact the numerator of the RONA calculation.

· We also note that cash and cash equivalents, common stock, treasury stock, or total equity are not included in average operational assets, so the funding of share repurchases or the number of shares repurchased does not impact the denominator of the RONA calculation.

A complete description of the calculation of RONA

(including the definitions of adjusted EBITDA and average operational assets) for purposes of our PRSU awards is set forth in Exhibit

1 to this letter and can be found on page 56 of our 2020 proxy statement filed on April 8, 2020. Therefore, none of the components of the ratio are impacted by share repurchases.

As described above, TSR performance does not govern vesting of PRSU awards, but it does modify the number of shares earned under the PRSUs based on RONA performance. The

Company’s share repurchases do not have a material impact on our TSR performance. During 2019 and 2020, the

Company’s share repurchases represented approximately 3% and 1%, respectively, of our common shares outstanding at the beginning of the applicable year. In addition, the Company’s share repurchase activity to date has been conducted in compliance with the conditions of Rule 10b-18 under the Securities Exchange Act of 1934, which the Commission has noted

“are designed to minimize the market impact of the issuer's repurchases, thereby allowing the market to establish a security's price based on independent market forces without undue influence by the issuer.” (Securities Exchange Act

Release No. 48766 (Nov. 10, 2003)) As a result, we do not believe that the Company’s share repurchases have a material short-term impact on its stock price nor that the Company’s share repurchases at market values over time have a material long-term impact on its stock price, since its stock is broadly traded on the NYSE in an efficient market. In particular, we do not believe share repurchases have a material impact on the Company’s TSR performance over the three-year performance period of a PRSU award.

Therefore, for the reasons described above, share repurchases do not have a material impact on the performance measures used in our long-term incentive awards or on the vesting of such awards.

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