Superior Plus Announces Strong 2008 Annual Financial Results and Solid Fourth Quarter Performance



    TSX: SPB

    CALGARY, Feb. 18 /CNW/ -

    
    HIGHLIGHTS

    -   On December 31, 2008, Superior successfully converted from an income
        trust to a corporation.
    -   Revenues for the fourth quarter and full-year 2008 were
        $658.5 million and $2.49 billion, respectively, compared to the prior
        year periods of $670.5 million and $2.35 billion, respectively.
    -   Gross profit increased by $7.3 million to $669.1 million in 2008 from
        $661.8 million in 2007.
    -   Fourth quarter and full-year 2008 EBITDA from operations increased by
        6% and 7% to $84.2 million and $257.2 million, respectively, from the
        prior year periods of $79.1 million and $240.0 million, respectively.
    -   Adjusted operating cash flow per share for the year-ended
        December 31, 2008 was $2.18, an increase of 5% over the prior year.
    -   Propane Distribution had a solid fourth quarter with EBITDA from
        operations consistent with the prior year quarter. The full-year 2008
        EBITDA from operations was 3% lower than the prior year due to lower
        propane volumes as a result of high commodity prices in the first
        half of the year, which led to customer conservation.
    -   Specialty Chemicals had very strong performance, with increases in
        EBITDA from operations of 23% and 27% for the fourth quarter and
        full-year 2008, compared to the prior year periods. The increase in
        EBITDA was driven from higher chemical prices for sodium chlorate and
        chloralkali products more than offsetting lower volumes.
    -   Construction Products Distribution EBITDA from operations increased
        by 29% for the quarter compared to the prior year quarter. The
        full-year 2008 EBITDA from operations was 2% higher than the prior
        year. The Ontario acquisition completed in May 2008 helped to
        mitigate the downturn in a very difficult US housing market and
        slowing western Canada construction market.
    -   Fixed-Price Energy Services had a very weak quarter with a loss of
        $1.5 million in EBITDA from operations, a decrease of $4.3 million
        compared to the prior year quarter. Gross profit was impacted by two
        significant items including a $2.4 million adjustment for utility
        transportation charges and a $2.0 million foreign currency
        translation loss due to a significant appreciation of the US dollar
        relative to the Canadian dollar in the fourth quarter.
    -   Senior Debt (includes receivable securitization program) increased to
        $577.7 million as at December 31, 2008, an increase of $137.2 million
        over the prior year. The increase in senior debt is due to
        approximately $51 million in corporate conversion costs, $60 million
        relating to the foreign currency translation of US debt, and
        $50 million of costs relating to the Port Edwards project partially
        offset by surplus cash flow. The senior debt to EBITDA ratio was 2.2
        times excluding $50 million of debt related to the Port Edwards
        project as at December 31, 2008.
    -   As at December 31, 2008, Superior had approximately $293 million of
        unutilized financial capacity with no significant debt maturities
        until June 2010.
    -   On October 30, 2008, DBRS confirmed Superior's senior secured notes
        rating at BBB (low) with a stable outlook.
    -   On November 14, 2008, Standard and Poor's confirmed Superior's credit
        ratings of BB+ unsecured and BBB- secured and upgraded its outlook to
        stable.

    FINANCIAL SUMMARY
    -------------------------------------------------------------------------
                                    Three months ended           Years ended
    (millions of dollars except            December 31           December 31
     per share amounts)                2008       2007       2008       2007
    -------------------------------------------------------------------------
    Revenue                           658.5      670.5     2487.3    2,350.5
    -------------------------------------------------------------------------
    Gross profit                      193.1      185.8      669.1      661.8
    -------------------------------------------------------------------------
    EBITDA from operations(1)          84.2       79.1      257.2      240.0
    -------------------------------------------------------------------------
    Interest                           (9.6)     (10.7)     (36.5)     (44.7)
    Cash taxes                         (3.6)      (1.9)     (13.8)      (5.3)
    Corporate costs                    (6.0)      (1.6)     (14.6)     (10.5)
    -------------------------------------------------------------------------
    Adjusted operating cash flow(1)    65.0       64.9      192.3      179.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Adjusted operating cash
     flow per share, basic(1)(2)
     and diluted(1)(3)                $0.74      $0.74      $2.18      $2.08
    -------------------------------------------------------------------------
    Distributions paid per share     $0.405      $0.39      $1.61      $1.56
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    SEGMENTED INFORMATION
    -------------------------------------------------------------------------
                                    Three months ended           Years ended
                                           December 31           December 31
    (millions of dollars)            2008(1)    2007(1)    2008(1)    2007(1)
    -------------------------------------------------------------------------
    EBITDA from operations:
      Propane Distribution             39.3       39.1       96.8       99.4
      Specialty Chemicals              32.9       26.7      116.5       91.8
      Construction Products
       Distribution                    13.5       10.5       37.4       36.7
      Fixed-Price Energy Services      (1.5)       2.8        6.5       12.1
    -------------------------------------------------------------------------
                                       84.2       79.1      257.2      240.0
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) EBITDA from operations and adjusted operating cash flow are key
        performance measures used by management and investors to evaluate the
        performance of Superior. These measures are defined under Non-GAAP
        Financial Measures in Superior's Financial Discussion of 2008 Fourth
        Quarter and 2008 Year-End Results.
    (2) The weighted average number of shares outstanding for the three
        months ended December 31, 2008 is 88.4 million (2007 - 87.3 million)
        and for the 12 months ended December 31, 2008 is 88.3 million (2007 -
        86.5 million).
    (3) For each of the three and 12 months ended December 31, 2008 and 2007,
        there were no dilutive instruments.


    Message to Shareholders
    

    For Superior Plus, 2008 was an excellent year with strong consolidated
financial results from operations despite the very difficult economic and
financial conditions experienced in the latter part of the year. Superior's
market and geographic diversification strategy continued to be effective
mitigating the impact of the current economic recession due to the stable,
high-quality businesses: Propane Distribution, Specialty Chemicals,
Construction Products Distribution, and Fixed-Price Energy Services. Our focus
on continually improving the businesses has helped to position Superior to
mitigate the impact of the economic downturn and provide a stable foundation
for future growth. All of Superior's businesses have an inventory of
productivity improvement projects enabling Superior to reduce its cost
structure or increase its sales volume. These projects continue to contribute
to Superior's long-term objectives of generating stable operating cash flow
and pursuing value-added growth resulting in increased support for our
dividend. Superior continues to focus on acquiring assets that have a growth
profile and are complementary to its existing businesses, and which have a
leading market position, low-cost structure, stable cash flows and attractive
consolidation opportunities.
    Effective December 31, 2008, Superior completed a plan of arrangement
which resulted in Superior converting from an income trust to a corporation.
This transaction was important to our shareholders as it provided certainty on
the timing of our conversion to a corporation as well as on the expected level
of dividends to be paid to investors as a corporation. The planned termination
of the public income trust market legislated by the federal government created
uncertainty for the trust's investors and distracted from our primary focus of
building our businesses and creating long-term shareholder value. This
transaction provided a smooth transition to a corporation as well as a
significant income tax basis to help manage our Canadian income tax expense.
    Over the past year, Superior continued to increase efficiencies in its
businesses, maintained its strong balance sheet, and proactively managed risk
factors. In the current challenging credit market, Superior continues to have
strong financial capacity with no significant refinancing requirements until
June, 2010. In addition, Superior continues to benefit from the experience of
the Board of Directors through sound corporate governance practices that help
to improve our businesses and manage business risk during these uncertain
times.

    Corporate Overview

    In order to reflect its new corporate structure, Superior's disclosure
and discussion of its businesses will be different than it was as a trust.
Adjusted operating cash flow and EBITDA from operations are the important
performance measures that will be used by management to evaluate the
performance of Superior. Adjusted operating cash flow represents cash flow
generated from operations which is primarily available for investing and
financing activities of Superior. Our disciplined approach of carefully
managing our cash flow to maximize our return to shareholders will remain the
same as our previous practice as a trust. The discussion of our business will
focus on cash flow generated from operations along with the utilization of
this cash flow to improve and grow our business as well as paying dividends to
our shareholders.
    Adjusted operating cash flow increased by 7% to $192.3 million or $2.18
per share in 2008 from $179.5 million or $2.08 per share in 2007. The strong
consolidated operating results were led by solid performance in our businesses
with a $17.2 million or 7% increase in EBITDA from operations to $257.2
million in 2008 from $240.0 million in 2007.

    Business Initiatives

    Propane Distribution

    Our Propane Distribution business's EBITDA from operations marginally
decreased by $2.6 million to $96.8 million in 2008 from $99.4 million in 2007.
Last year, there was tremendous volatility in the retail price of propane with
significant customer conservation occurring in the first half of the year due
to rapidly escalating propane prices followed by a significant reduction in
propane prices as a result of a reduction in economic activity in the latter
half of the year. The decrease in EBITDA was partially offset by successful
marketing initiatives and an increased focus on margin management.
    In addition, the reorganization of the propane distribution business has
showed signs of improving customer retention and growth. In 2008, we
eliminated approximately 100 administrative staff positions as we streamlined
functions and moved to six Regional Operations Centers and two Sales and
Administrative Centers. This new organizational structure allows for improved
customer relationships to be managed through direct customer contact at the
local level or through one of the Regional Operations or Sales and
Administration Centers while receiving the benefits of a standardized
technology platform and processes.
    During 2008, Superior completed the installation of computers on all bulk
and cylinder trucks and planning is underway to install computers on the petro
fuels and service fleet, which will complete the installation of computers on
all of its fleet. This on-board technology improves our ability to reduce
out-of-gas occurrences and is expected to improve distribution efficiencies
for routing and scheduling logistics. A new GPS routing and scheduling tool
was installed and began testing in Atlantic Canada in late 2008 with full
implementation expected nationwide in 2009.
    In 2007 and 2008, our fleet renewal program included 245 new delivery and
service trucks which replaced aging vehicles in the Superior Propane fleet.
This initiative has reduced maintenance costs by more than $1 million in 2008
from 2007. It has reduced unplanned breakdowns and lowered the average age of
our fleet by 1.4 years over the past two years.
    Superior Propane remains committed to its high safety standards in light
of the Sunrise Propane tragedy that occurred last year in Toronto. At
Superior, we strive to set the gold standard for safety practices in the
propane industry. We continue to invest in our Guardian program, which is a
unique health, safety and environment management system. In addition, we have
in place a rigorous site inspection and safety meeting process, in which every
one of our physical locations is visually inspected each and every month. Our
work locations have safety committees which meet and develop action plans
every month. These two items are ingrained as key performance standards across
the organization.

    Specialty Chemicals

    Our Specialty Chemicals business's EBITDA from operations increased by
$24.7 million to $116.5 million in 2008 from $91.8 million in 2007. The
increase in EBITDA was a result of strong prices for our sodium chlorate and
chloralkali products. World demand for sodium chlorate was strong in all
regions during most of 2008 but started to weaken in the last quarter of 2008
in tandem with the economic slowdown and announced temporary pulp mill
curtailments and permanent pulp mill shutdowns. Market demand for our
chloralkali products increased throughout 2008. An extremely strong caustic
market drove pricing to higher levels which more than offset continued
weakness in the chlorine market as a result of the reduced economic activity
in North America.
    Increased demand for potassium products continued to be strong throughout
the year although our production was curtailed during the last quarter due to
a shortage of potash supply. One of our key suppliers, Potash Corporation, was
on strike for most of the fourth quarter. During this period, we switched our
production to chlorine/caustic and converted back to potassium products upon
resolution of the potash strike.
    Due to the investment in productivity improvement projects at our
production facilities, we believe our specialty chemicals business is
well-positioned as a low-cost producer with market and geographical
diversification in Canada, the U.S. and international markets, to withstand
cyclical downturns. In Vancouver, BC and in Chile, we are investigating
various uses for hydrogen, which is produced as a by-product of our
operations. These projects reduce costs and will have the added benefit of
reducing greenhouse gas emissions.
    In August 2007, ERCO announced the modernization and expansion of its
Port Edwards, Wisconsin plant. This project will allow ERCO to further enhance
Superior's diversification strategy producing stable earnings in the regional
market it serves. This project is expected to cost US$130 million resulting in
improved operating efficiencies of approximately 25% and increased production
capacity of 30%. This plant was originally scheduled to shut down in
approximately 5 years prior to the Port Edward's conversion announcement in
2007. The economic model for this project results in a minimum after-tax
return of 15% and is expected to extend plant life by over 25 years. The
permitting process and engineering are substantially complete with over 60% of
the costs locked in and over 90% of equipment purchased. The project utilizes
proven world-class technology and is projected to be completed in the latter
half of 2009.

    Construction Products Distribution

    Our Construction Products Distribution business's EBITDA from operations
increased by $0.7 million to $37.4 million in 2008 from $36.7 in 2007. The
continued strength in the Western Canada market along with the acquisition of
the Fackoury business in the Ontario market in May 2008 more than offset
weakness in U.S. residential markets.
    Historically, construction has been a cyclical business, with changes in
new non-residential construction, including commercial construction, lagging
residential activity. However, 2008 turned out to be a year with weakness in
both the residential and non-residential sectors in the United States and a
decline in residential activity in Canada.
    Winroc continued to focus on growing its business through operational
improvements in existing locations. We have recently developed a system for
tracking key operating metrics called Logix. This system tracks the
work-to-time relationships required to stock certain types of jobs, based on
type of structure, products, labour and equipment. This new system provides
for greater operational efficiencies which should result in an improved cost
structure. In addition, we continue to investigate opportunities to expand
into complementary product areas within the construction products distribution
space.
    Winroc focuses on building customer and supplier relationships by
providing value-added services, with an operating approach that has been
successfully expanded to new geographical markets. Diversification by
geographic location has provided a foundation for market stability so far over
this economic cycle, and in 2008, diversification proved to support financial
performance during a market downturn.

    Fixed-Price Energy Services

    Our Fixed-Price Energy Services business's EBITDA decreased by $5.6
million to $6.5 million in 2008 from $12.1 million in 2007. Gross profit was
primarily impacted by two significant items which included a $2.4 million
adjustment for utility transportation charges and settlements that was
determined during the fourth quarter account reconciliation process and $2.0
million in foreign currency translation losses due to the rapid decline of the
Canadian dollar relative to the US dollar during the fourth quarter of 2008.
The impact of fluctuations in foreign currency may impact our energy services
business's quarterly or annual financial results. However, the long-term
financial results will not be significantly impacted by changes in foreign
currency rates as we are fully hedged from an economic perspective.
    In 2008, the sales conditions were challenging for natural gas and
electricity residential markets. The acquisition of new customers and the
retention of existing customers was difficult in most markets, due primarily
to the low system price of natural gas compared to our fixed-price offer. The
prolonged period of low system prices resulted in a reduction in customer
demand throughout the industry.
    We believe it is important to have both market and geographical
diversification between residential and commercial markets in multiple product
lines to provide stability of cash flow during a recession downturn. In the
B.C. market, we had a very successful launch with more than 19,000 new
customers signed and flowing since the market opened 18 months ago expanding
our geographic diversification. In the Ontario and Quebec market, we focused
our resources on the commercial market and continued to enjoy a solid position
with a strong platform for future growth.

    Capital Expenditures

    In 2008, we continued to develop productivity improvement and growth
projects with $26.8 million invested in our propane distribution and specialty
chemicals divisions. We incurred $49.8 million (US$43.4 million) of the
estimated US$130 million costs to complete the Port Edwards project in 2008.
The Port Edwards conversion project continued to make good progress throughout
the year and is expected to be on schedule and budget for completion in the
latter half of 2009. Superior also continued to grow the business by
completing two acquisitions totaling $24.5 million in the construction
products distribution and propane distribution divisions. The remaining
investment of $7.6 million related to general capital expenditures. Total
consolidated capital expenditures net of dispositions were $147.5 million in
2008.
    Superior's diversification strategy provides increased flexibility around
the timing of future capital projects during various economic cycles with each
project providing an expected after-tax rate of return of over 15%. We
continue to evaluate acquisition opportunities in our business to enhance our
geographical reach or strengthen our market position.
    For 2009, we expect to invest $26.6 million in efficiency improvement and
growth projects primarily in our specialty chemical and propane distribution
divisions. In addition, we anticipate spending an additional $83.2 million to
complete our Port Edwards expansion project. The remaining investment in other
capital is expected to be $8.9 million resulting in a total capital budget of
$118.7 million for 2009.

    Financial Position

    In 2008, Superior Plus continued to maintain its strong balance sheet. As
at December 31, 2008, Superior had total financial capacity of $695 million,
which included a $595 million syndicated credit facility and a $100 million
receivable securitization program. Superior had approximately $293 million of
undrawn financial capacity as at December 31, 2008.
    With its conversion to a corporation, Superior maintained its long-term
debt ratio targets of 1.5 to 2.0 times EBITDA for senior debt and 2.5 to 3.0
times EBITDA for total debt (which includes convertible debentures). These are
long-term guidelines to manage leverage and liquidity and may be exceeded in
the short-term due to timing of acquisitions or growth capital expenditures.
Superior's senior debt ratio targets are significantly less than the 3.0 times
EBITDA allowed for in our US note agreement and the 3.5 times EBITDA allowed
for in our syndicated credit agreement. Superior's total debt ratio targets
are also significantly less than the 5.0 times EBITDA allowed for in our
syndicated credit agreement and the 5.5 times EBITDA allowed for in our US
note agreement.
    As at December 31, 2008, Superior's senior debt to EBITDA was 2.3 times
and total Debt to EBITDA was 3.4 times. These debt ratios include proceeds
raised from Superior's receivable securitization program and are adjusted for
the pro forma impact of acquisitions and dispositions and cash on hand.
Superior exceeded its target leverage ratios primarily due to Port Edwards
growth capital expenditures, corporate conversion costs and the impact from
the foreign currency translation of US debt, which resulted in an increase in
senior and total debt to EBITDA ratios of 0.5 times. Excluding the debt for
the Port Edwards project, the 2009 senior debt and total debt to EBITDA ratios
are projected to be 2.0 times and 3.0 times, respectively. No incremental
EBITDA for the Port Edwards project has been included in the forecast for
2009. Over the medium term, the corporate conversion and associated tax basis,
the Port Edwards expansion project and other growth and efficiency projects
are expected to generate incremental cash flows decreasing our leverage ratios
to within our long-term guidelines.
    On October 30, 2008 and October 31, 2008, Dominion Bond Rating Service
and Standard and Poor's confirmed their corporate credit ratings of the Fund's
operating subsidiary Superior Plus LP with secured ratings of BBB (low) and
BBB-, respectively. On November 14, 2008, Standard and Poor's removed its
negative outlook on Superior and maintained its corporate credit rating.

    Dividend Strategy

    In 2008, Superior continued to invest in productivity improvement
projects in all of its businesses providing a foundation for stable
distributions. Total cash distributions in 2008 were $1.61 per trust unit. The
monthly cash distribution was raised by 4% from $0.13 to $0.135 per unit
effective with the April 15, 2008 payment.
    In December 2008, the Board of Directors approved the continuation of the
monthly cash payment to shareholders of $0.135 per share as an eligible
dividend for Canadian income tax purposes. Superior's dividend strategy is to
provide stable dividends to shareholders while considering cash flow from
operations, overall financial condition, financial leverage, working capital
requirements, investment opportunities and regulatory restrictions. Dividends
are expected to continue to be paid monthly at $0.135 per share ($1.62
annualized) to those who are shareholders of record on the last business day
of each calendar month with actual payment to be made to such shareholders on
or about the 15th day of the following month.
    In the event that future capital is required to fund Superior's growth
projects, a dividend reinvestment program may be established for the
corporation. Currently, Superior has a strong financial position with
significant financial capacity and surplus cash flow available to finance its
capital investing requirements.

    Consolidated Financial Outlook

    Given the uncertainty associated with the current weak economic and
financial markets, including the impact on our customers and suppliers, we are
reducing our expectations for 2009 adjusted operating cash flow to $2.00-$2.20
per share from $2.10-$2.35 per share. The pipeline of current growth and
efficiency projects along with the strong financial position of Superior have
partially offset the decrease in cash flow, providing support for our current
dividend level. Assuming there is no further economic deterioration in 2010,
we expect adjusted operating cash flow to increase by approximately 10% to a
range of $2.20-$2.40 per share primarily as a result of a stable or improving
economy and a full year of incremental cash flow from the Port Edwards
project. We will provide more guidance later in the year as the performance of
the economy and the financial system become more predictable.

    
    Financial Outlook
    -------------------------------------------------------------------------
    (millions of dollars,
     except per trust unit/      2008(1)      2008       2009(1)      2009(2)
     share amounts)                (Q3F)   (Actual)        (Q3F)        (Q4F)
    -------------------------------------------------------------------------
    EBITDA from operations
      Propane Distribution       97-102       96.8      100-110       95-105
      Specialty Chemicals(5)    107-112      116.5      102-112      105-115
      Construction Products
       Distribution               34-39       37.4        32-39        28-35
      Fixed-Price Energy
       Services                   10-13        6.5        12-16         9-12
    -------------------------------------------------------------------------
    Adjusted operating
     cash flow per share    $2.15-$2.25      $2.18  $2.10-$2.35  $2.00-$2.20
    Distributions/dividends
     paid per trust unit/share    $1.61      $1.61        $1.62        $1.62
    -------------------------------------------------------------------------
    Senior Debt/EBITDA Ratio(5)   2.0(3)     2.2(4)       2.3(3)       2.0(4)
    Total Debt/EBITDA Ratio(5)    3.1(3)     3.2(4)       3.3(3)       3.0(4)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) As provided in the 2008 Third Quarter Financial Outlook restated for
        new Non-GAAP performance measures EBITDA from operations and adjusted
        operating cash flow per trust unit/share.
    (2) The assumptions, definitions, and risk factors relating to the
        Financial Outlook are discussed in Superior's Financial Discussion of
        2008 Fourth Quarter and 2008 Year-End Results.
    (3) Superior's debt ratios take into account the impact of the
        off-balance sheet receivable sales program amounts, cash on hand, the
        efficiency and growth projects, the corporation conversion costs on
        January 01, 2009, and $51 million (US$44.8 million) of Port Edward's
        project debt.
    (4) Superior's debt ratios take into account the impact of the off-
        balance sheet receivable sales program amounts, the efficiency and
        growth projects and costs of the corporate conversion on December 31,
        2008 and excludes Port Edward's cumulative project debt of
        $51 million (US$44.8 million) in 2008 and $150 million
        (US$130 million) in 2009.
    (5) Superior has not included any incremental EBITDA from operations
        relating to the Port Edwards, Wisconsin expansion in 2008 and 2009.
    

    Key Corporate Items

    On December 31, 2008, Superior converted from an income trust to a
corporation by way of a plan of arrangement for a total cost of approximately
$51 million. Following the closing of the transaction, Superior has an
estimated $1.4 billion in tax basis that can be used to shelter Canadian
income.
    Total interest expense of $36.5 million for 2008 decreased by $8.2
million from the prior year primarily due to lower floating interest rates and
the early repayment of $59.2 million in Series II, 8% Debentures offset in
part by higher debt levels due to capital expenditures incurred throughout the
year.
    Corporate costs increased by $4.1 million to $14.6 million in 2008 from
$10.5 million in 2007, primarily due to $3.2 million of foreign currency
translation losses on the revaluation of US dollar liabilities and US dollar
interest payables relating to US denominated debt.

    2008 Fourth Quarter and 2008 Year-End Results

    Superior's Financial Discussion of 2008 Fourth Quarter and 2008 Year-End
Results is attached and available on Superior's website at:
www.superiorplus.com under the investor information section and at
www.sedar.com.

    Conference Call

    Superior Plus will be conducting a conference call and webcast for
investors, analysts, brokers and media representatives to discuss the 2008
Fourth Quarter and Year-End Results at 3:00 p.m. EST (1:00 p.m. MST) on
Wednesday, February 18, 2009. To participate in the call, dial:
1-800-732-9303. An archived recording of the call will be available for replay
until midnight, Wednesday, March 18, 2009. To access the recording, dial:
1-877-289-8525 and enter pass code 21295920 followed by the number key.
Internet users can listen to the call live, or as an archived call, on
Superior's website at: www.superiorplus.com under the Investor section.

    Forward Looking Information

    Certain information included herein is forward-looking, within the
meaning of applicable Canadian securities laws. Forward looking information
can be identified by looking for words such as "believe", "expects",
"expected", "will", "intends", "projects", "anticipates", "estimates",
"continues" or similar words. Forward-looking information in this press
release, including the attached financial discussion, includes but is not
limited to, consolidated and business segment outlooks, expected EBITDA from
operations, expected adjusted operating cash flow, expected adjusted operating
cash flow per share, future capital expenditures, business strategy and
objectives, dividend strategy, expected senior debt and total debt to EBITDA
ratios, future cash flows, anticipated taxes and statements regarding the
future financial position of Superior and Superior LP. Superior and Superior
LP believe the expectations reflected in such forward-looking information are
reasonable but no assurance can be given that these expectations will prove to
be correct and such forward-looking statements should not be unduly relied
upon.
    Forward-looking information is based on various assumptions. Those
assumptions are based on information currently available to Superior,
including information obtained from third party industry analysts and other
third party sources and include, the historic performance of Superior's
businesses, current business and economic trends, availability and utilization
of tax basis, currency, exchange and interest rates, trading data, cost
estimates and the other assumptions set forth under the "Outlook" sections
contained in the attached financial discussion. Readers are cautioned that the
preceding list of assumptions is not exhaustive.
    Forward-looking information is not a guarantee of future performance and
involves a number of risks and uncertainties some of which are described
herein and in the attached financial discussion. Such forward-looking
information necessarily involves known and unknown risks and uncertainties,
which may cause Superior's or Superior LP's actual performance and financial
results in future periods to differ materially from any projections of future
performance or results expressed or implied by such forward-looking
information. These risks and uncertainties include but are not limited to the
risks referred to under the section entitled "Risk Factors to Superior", in
the attached financial discussion, the risks associated with the availability
and amount of the tax basis and the risks identified in Superior's 2007 Annual
Information Form under the heading "Risk Factors". Any forward-looking
information is made as of the date hereof and, except as required by law,
neither Superior nor Superior LP undertakes any obligation to publicly update
or revise such information to reflect new information, subsequent or
otherwise.

    2008 Annual Financial Statements and Management's Discussion and Analysis

    Superior intends to file its 2008 Annual Report, 2008 Annual Management's
Discussion and Analysis, 2008 Annual Financial Statements and 2008 Annual
Information Form with securities regulators on March 10, 2009. Hard copies of
the 2008 Annual Report are expected to be available on or about March 10,
2009.

    
    Financial Discussion of 2008 Fourth Quarter and 2008 Year End Results
    February 18, 2009
    

    Conversion to a Corporation

    On December 31, 2008, Superior Plus Income Fund completed a transaction
with Ballard Power Systems Inc. (Ballard or Ballard Power) which resulted in
Superior converting from a publicly traded income trust to a publicly traded
corporation. The transaction resulted in the Unitholders of the Fund becoming
Shareholders of Superior Plus Corp. (Superior), with no changes to the
underlying business operations. Under the continuity of interests method of
accounting, Superior's transfer of the assets, liabilities and equity from the
Fund to Superior are recorded at their net book values as at December 31,
2008. As a result of this conversion, certain terms such as
Shareholder/Unitholder and dividend/distribution may be used interchangeably
throughout this financial discussion. For the years ended December 31, 2008
and 2007, all distributions to Unitholders were in the form of trust unit
distributions.

    
    Non-GAAP Financial Measures

    Adjusted Operating Cash Flow
    

    Adjusted operating cash flow is equal to cash flow from operating
activities as defined by Canadian GAAP, adjusted for changes in non-cash
working capital and customer acquisition costs. Superior may deduct or include
additional items to its calculation of adjusted operating cash flow; these
items would generally, but not necessarily, be items of a non-recurring
nature. Adjusted operating cash flow is the main performance measure used by
management and investors to evaluate the performance of Superior. Readers are
cautioned that adjusted operating cash flow is not a defined performance
measure under GAAP and that adjusted operating cash flow cannot be assured.
Superior's calculation of adjusted operating cash flow may differ from similar
calculations used by comparable entities. Adjusted operating cash flow
represents cash flow generated by Superior that is available for, but not
necessarily limited to, changes in working capital requirements, investing
activities and financing activities of Superior.
    The seasonality of Superior's individual quarterly results must be
assessed in the context of annualized adjusted operating cash flow.
Adjustments recorded by Superior as part of its calculation of adjusted
operating cash flow include, but are not limited to, the impact of the
seasonality of Superior's businesses, principally Superior Propane, by
adjusting for non-cash working capital items, thereby eliminating the impact
of the timing between the recognition and collection/payment of Superior's
revenues and expense, which can differ significantly from quarter to quarter.
Adjustments are also made to reclassify the cash flows related to natural gas
and electricity customer acquisition costs in a manner consistent with the
income statement recognition of these costs.

    EBITDA

    EBITDA represents earnings before interest, taxes, depreciation,
amortization and other non-cash expenses, and is used by Superior to assess
its consolidated results and the results of its operating divisions. EBITDA is
not a defined performance measure under GAAP. Superior's calculation of EBITDA
may differ from similar calculations used by comparable entities. EBITDA of
Superior's operating businesses may be referred to as EBITDA from operations.

    Bank Compliance EBITDA

    Bank compliance EBITDA represents earnings before interest, taxes,
depreciation, amortization and other non-cash expenses calculated on a 12
month trailing basis giving pro forma effect to acquisitions and divestitures
and is used by Superior to calculate its debt covenants and other credit
information. Bank compliance EBITDA is not a defined performance measure under
GAAP. Superior's calculation of bank compliance EBITDA may differ from similar
calculations used by comparable entities.

    Distributable Cash Flow

    Distributable cash flow was a financial measure previously used by
Superior. In the fourth quarter of 2008, as a result of Superior's conversion
to a corporation, Superior discontinued the use of this financial measure
instead focusing on a measure now referred to as adjusted operating cash flow.
The primary difference between these measures is the focus and disclosure of
capital expenditures. Superior has provided disclosure of adjusted operating
cash flow on a comparative basis. Distributable cash flow is not a defined
performance measure under GAAP. Superior's calculation of distributable cash
flow may differ from similar calculations used by comparable entities.

    Overview of Superior

    Superior Plus Corp. is a diversified business corporation. Superior holds
100% of Superior Plus LP (Superior LP), a limited partnership formed between
Superior General Partner Inc., as general partner and Superior as limited
partner. Superior owns 100% of the shares of Superior General Partner Inc. The
cash flow of Superior is solely dependent on the results of Superior LP and is
derived from the allocation of Superior LP's income to Superior by means of
partnership allocations. Superior, through its ownership of Superior LP has
four operating businesses: a propane distribution and related services
business operating under the trade name Superior Propane; a specialty
chemicals business operating under the trade name ERCO Worldwide (ERCO); a
construction products distribution business operating under the trade name
Winroc; and a fixed-price energy services business operating under the trade
name Superior Energy Management (SEM).

    Fourth Quarter and Year-to-Date Results

    Fourth quarter adjusted operating cash flow was $65.0 million, an
increase of $0.1 million over the prior year quarter. The change in adjusted
operating cash flow was due to improved EBITDA from operations at ERCO and
Winroc and lower interest costs, offset in part, by lower operating results at
SEM and higher cash taxes and corporate costs. Adjusted operating cash flow
per share was $0.74 per share in the fourth quarter, which was consistent with
the prior year quarter.
    Adjusted operating cash flow for the year ended December 31, 2008 was
$192.3 million, an increase of $12.8 million (7%) from the prior year, as
improved EBITDA from operations at ERCO and Winroc and lower interest costs
were offset in part, by reduced EBITDA from operations at Superior Propane and
SEM and the impact of increased cash taxes and corporate costs. Adjusted
operating cash flow per share was $2.18, compared to $2.08 in the prior year,
due to a 7% increase in adjusted operating cashflow, offset in part by a 2%
increase in the weighted average number of shares outstanding.
    Net loss for the fourth quarter was $19.9 million, compared to net
earnings of $64.5 million in the prior year quarter. Net earnings were
impacted by $83.6 million in unrealized losses on financial instruments,
compared to unrealized gains of $26.3 million in the prior year quarter. The
change in the unrealized gains and losses on financial instruments was due to
losses on SEM's natural gas financial derivatives as a result of a decrease in
the spot price for natural gas. Net loss was also impacted by a reduction in
amortization expense due to the requirement to classify the majority of ERCO's
amortization expense as a component of cost of goods sold in 2008 as opposed
to classifying it as amortization in 2007. Income taxes for the fourth quarter
of 2008 were a recovery of $15.8 million compared to an income tax expense of
$9.3 million in the prior year quarter. Income taxes were impacted by
Superior's conversion to a corporation on December 31, 2008 and the unrealized
losses on financial instruments in fourth quarter as discussed above.
Additionally, fourth quarter net earnings were affected for the same reasons
as the analysis of adjusted operating cash flow for the fourth quarter.
    Superior had net earnings of $67.7 million for the year ended December
31, 2008, compared to net earnings of $119.8 million for the year ended
December 31, 2007. Consolidated revenues of $2,487.3 million in 2008 were
$136.8 million higher than in the prior year due principally to higher
revenues at Superior Propane and ERCO as higher average selling prices more
than offset the impact of reduced sales volumes. Gross profit of $669.1
million was $7.3 million higher than the prior year, as improved gross profit
at Superior Propane, Winroc and SEM more than offset a reduction in gross
profit at ERCO Worldwide. Gross profit at ERCO Worldwide was impacted by $38.9
million of non-cash amortization that is classified as a component of gross
profit in 2008, compared to a component of amortization expense in 2007, as a
result of a revised inventory accounting standard. Operating expenses of
$470.8 million in 2008 were $31.1 million higher than in the prior year and
were the result of general inflationary increases, the impact of the
appreciation of the US dollar on US-denominated expenses and increased
operating locations at Winroc due principally to acquisitions. Amortization
was lower than the prior year due to reduced amortization at ERCO as a result
of the classification of amortization as a component of cost of goods sold in
2008, as noted above. Total interest expense of $38.5 million was $6.2 million
lower than the prior year due principally to lower average interest rates on
floating rate debt. Unrealized losses on financial instruments were $61.2
million in 2008 compared to a gain of $2.7 million in the prior year. The
change compared to the prior year is due to unrealized losses in the current
year on SEM's natural gas derivative contracts due to changes in the spot
price of natural gas, offset by gains on Superior's foreign currency
derivative contracts and ERCO's fixed-price electricity contracts. Gains or
losses on Superior's various financial instruments are without consideration
of the fair value of the underlying customer or supplier contract.

    
    Summary of Adjusted Operating Cash Flow
    -------------------------------------------------------------------------
                                    Three months ended            Year ended
    (millions of dollars except            December 31,          December 31,
     per share amounts)                2008       2007       2008       2007
    -------------------------------------------------------------------------
    EBITDA from operations:
      Propane Distribution             39.3       39.1       96.8       99.4
      Specialty Chemicals              32.9       26.7      116.5       91.8
      Construction Products
       Distribution                    13.5       10.5       37.4       36.7
      Fixed-Price Energy Services      (1.5)       2.8        6.5       12.1
    -------------------------------------------------------------------------
                                       84.2       79.1      257.2      240.0
    Interest                           (9.6)     (10.7)     (36.5)     (44.7)
    Cash taxes                         (3.6)      (1.9)     (13.8)      (5.3)
    Corporate costs                    (6.0)      (1.6)     (14.6)     (10.5)
    -------------------------------------------------------------------------
    Adjusted operating cash flow       65.0       64.9      192.3      179.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    Adjusted operating cash flow per
     share, basic(1) and diluted(2)   $0.74      $0.74      $2.18      $2.08
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) The weighted average number of shares outstanding for the three
        months ended December 31, 2008 is 88.4 million (2007 - 87.3 million)
        and for the twelve months ended December 31, 2008 is 88.3 million
        (2007 - 86.5 million).
    (2) For the three and twelve months ended December 31, 2008 and 2007,
        there were no dilutive instruments.


    Adjusted Operating Cash Flow Reconciled to Cash Flow from Operating
    Activities (1)
    -------------------------------------------------------------------------
                                    Three months ended            Year ended
                                           December 31,          December 31,
    (millions of dollars)              2008       2007       2008       2007
    -------------------------------------------------------------------------
    Cash flows from operating
     activities                        53.5        9.2      207.6      134.3

    Add:   Customer acquisition
            costs capitalized           1.8        3.6        6.8       10.9
           Corporate conversion/
            strategic plan costs        5.0        3.5        5.0        5.7
           Management
            internalization costs         -          -          -        0.5
           Increase in non-cash
            working capital             6.3       50.2          -       34.7

    Less:  Decrease in non-cash
            working capital               -          -      (20.6)         -
           Amortization of customer
            acquisition costs          (1.6)      (1.6)      (6.5)      (6.6)
    -------------------------------------------------------------------------
    Adjusted operating cash flow       65.0       64.9      192.3      179.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) See the fourth quarter Consolidated Financial Statements for cash
        flows from operating activities, management internalization costs,
        customer acquisition costs, corporate conversion/strategic plan costs
        and changes in non-cash working capital.


    Propane Distribution

    Superior Propane generated EBITDA from operations of $39.3 million in the
fourth quarter, an increase of $0.2 million from the prior year quarter due to
higher gross profit, offset in part, by higher operating costs.
    Condensed operating results for the three months and years ended December
31, 2008 and 2007 are provided in the following table.

    -------------------------------------------------------------------------
    (millions of dollars except           Three months ended December 31
     per litre amounts)                     2008                  2007
    -------------------------------------------------------------------------
                                                 cents/                cents/
                                                 litre                 litre
                                                 -----                 -----
    Revenue(1)                        332.8       85.3      357.3       85.6
    Cost of sales                    (238.1)     (61.0)    (268.0)     (64.1)
    -------------------------------------------------------------------------
    Gross profit                       94.7       24.3       89.3       21.5
    Less: cash operating and
     administration costs             (55.4)     (14.2)     (50.2)     (12.1)
    -------------------------------------------------------------------------
    EBITDA from operations             39.3       10.1       39.1        9.4
    Propane retail volumes sold
     (millions of litres)                     390                   416
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
    (millions of dollars except             Years ended December 31
     per litre amounts)                    2008                  2007
    -------------------------------------------------------------------------
                                                 cents/                cents/
                                                 litre                 litre
                                                 -----                 -----
    Revenue(1)                      1,167.6       84.8    1,075.7       75.3
    Cost of sales                    (863.3)     (62.7)    (781.5)     (54.7)
    -------------------------------------------------------------------------
    Gross profit                      304.3       22.1      294.2       20.6
    Less: cash operating and
     administration costs            (207.5)     (15.1)    (194.8)     (13.6)
    -------------------------------------------------------------------------
    EBITDA from operations             96.8        7.0       99.4        7.0
    Propane retail volumes sold
     (millions of litres)                   1,377                 1,429
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Effective January 1, 2007, Superior discontinued hedge accounting for
        all economic hedging activities, as such, amounts related to these
        contracts must be accounted for separately on Superior's financial
        statements (see Notes 8 and 12 to the fourth quarter Consolidated
        Financial Statements). In order to better reflect the results of its
        operations, Superior has reclassified these amounts for purposes of
        this financial discussion to present its results as if it had
        accounted for these transactions as accounting hedges. As such,
        included in revenue for the three and twelve months ended
        December 31, 2008 is $2.4 million and $2.8 million in realized
        foreign currency forward contract losses and for the three and twelve
        months ended December 31, 2007 is $0.7 million and $1.2 million in
        realized foreign currency forward contract gains.


    Revenues for the fourth quarter of 2008 were $332.8 million, a decrease of
$24.5 million from revenues of $357.3 million in 2007. The decrease in
revenues was due to lower sales volumes, as the retail price of propane was
consistent with the prior year quarter. Total gross profit for the fourth
quarter of 2008 was $94.7 million, an increase of $5.4 million (6%) over the
prior year quarter. Total gross profit per litre for the fourth quarter of
2008 was 24.3 cents per litre, an increase of 2.8 cents per litre (13%)
compared to the prior year quarter. A summary and detailed review of gross
profit by segment is provided below.

    Gross Profit by Segment
    -------------------------------------------------------------------------
                                    Three months ended            Year ended
                                           December 31,          December 31,
    (millions of dollars)              2008       2007       2008       2007
    -------------------------------------------------------------------------
    Retail propane and delivery        72.6       71.3      253.3      246.1
    Other services                      7.3        8.6       22.1       24.7
    Wholesale and related              14.8        9.4       28.9       23.4
    -------------------------------------------------------------------------
    Total gross profit                 94.7       89.3      304.3      294.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    Retail propane and delivery gross profit for the fourth quarter was $72.6
million, an increase of $1.3 million (2%) from the prior year quarter, as a
1.5 cent per litre (9%) increase in the average retail and delivery sales
margin was partially offset by a 26 million litre (6%) reduction in sales
volumes. Residential and commercial volumes decreased by 10 million litres
(7%), due in part to the ongoing impact of customer conservation as a result
of the higher than average retail selling price of propane due to the
volatility in the wholesale cost of propane during the fourth quarter of 2008.
In addition, commercial volumes were negatively impacted by a weaker overall
economic environment in Ontario and Quebec, and residential volumes were
negatively impacted by the ongoing conversion to natural gas in Atlantic
Canada. Average weather as measured by degree days for the fourth quarter was
3% colder than the prior year and 6% colder than the five year average, the
impact of which, partially mitigated a reduction in volumes due to customer
conservation and a weaker economic environment.
    Industrial volumes decreased by 8 million litres (4%), as the impact of a
weaker economic environment, particularly in the manufacturing sector of
Eastern Canada, more than offset modestly higher oilfield volumes. Automotive
propane volumes declined by 6 million litres (21%), consistent with the
structural decline trends in this end-use market. Superior Propane continued
to actively manage sales margins in the fourth quarter, resulting in an
average retail propane and delivery sales margins of 18.6 cents per litre,
which was 1.5 cents per litre higher than the prior year quarter average
margin of 17.1 cents per litre. Average margins compared to the prior year
quarter were positively impacted by strong margin management despite the
volatility in the wholesale cost of propane and the impact of higher delivery
charges.
    Other services gross profit was $7.3 million for the fourth quarter, a
decrease of $1.3 million (15%) over the prior year quarter as demand for
service and installation services was lower than the prior year quarter.
Wholesale and related gross profits were $14.8 million for the fourth quarter,
an increase of $5.4 million compared to the prior year quarter due to improved
gross profits within the wholesale trading business due in part to the
volatility of wholesale propane costs and the timing of the recognition of
gross profits compared to the prior year quarter.

    
    Superior Propane Annual Sales Volumes:

    Volumes by End-Use Application(1)    Volumes by End-Use Application(1)
    -------------------------------------------------------------------------
                   Three months ended
                          December 31,                Year ended December 31,
                      2008       2007                        2008       2007
    ----------------------------------   ------------------------------------
    Residential         50         54    Residential          159        171
    Commercial          85         91    Commercial           299        315
    Agricultural        42         44    Agricultural          86         92
    Industrial         190        198    Industrial           719        716
    Automotive          23         29    Automotive           114        135
    ----------------------------------   ------------------------------------
                       390        416                       1,377      1,429
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Volumes by Region(1)(2)              Volumes by Region(1)(2)
    -------------------------------------------------------------------------
                   Three months ended
                          December 31,                Year ended December 31,
                      2008       2007                        2008       2007
    ----------------------------------   ------------------------------------
    Western Canada     222        226    Western Canada       772        768
    Eastern Canada     144        162    Eastern Canada       510        556
    Atlantic Canada     24         28    Atlantic Canada       95        105
    ----------------------------------   ------------------------------------
                       390        416                       1,377      1,429
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Volume: Volume of retail propane sold (millions of litres).
    (2) Regions: Western Canada region consists of British Columbia, Alberta,
        Saskatchewan, Manitoba, Northwest Ontario, Yukon and Northwest
        Territories; Eastern Canada region consists of Ontario (except for
        Northwest Ontario) and Quebec.
    

    Cash operating and administrative costs of $55.4 million, increased by
$5.2 million (10%) from the prior year quarter, due to higher wages and
benefits, fuel costs, equipment maintenance, insurance and higher truck
leasing costs as a result of the implementation of a comprehensive operating
lease program in 2007, offset in part, by lower truck maintenance costs.

    Outlook

    Superior Propane expects EBITDA from operations for 2009 to be between
$95 million and $105 million. Superior Propane's previous outlook as provided
in the third quarter 2008 MD&A was $100 million to $110 million(1). The
reduction in Superior Propane's 2009 outlook reflects the ongoing impact of
reduced sales volumes due to the current economic environment within North
America which is anticipated to negatively impact Superior Propane's
operations. Superior Propane's significant assumptions underlying its current
outlook are:

    
    -   Superior Propane forecasts average temperatures across Canada to be
        consistent with the most recent five-year average;
    -   Superior Propane expects that wholesale propane prices will not
        significantly impact demand for propane and related propane services;
    -   Total gross profit for Superior Propane is projected to remain stable
        or improve due to the ongoing implementation of customer service
        programs and its business transformation project, offset by reduced
        economic activity;
    -   Wholesale trading gross profits will be lower than in 2008 as reduced
        volatility in the wholesale cost of propane will result in fewer
        trading opportunities; and
    -   Total sales volumes are expected to decline due to a continued
        slowdown in economic activity resulting in reduced demand for propane
        and related services.

    (1) Superior Propane's 2009 outlook provided in its 2008 third quarter
        MD&A for distributable cash flow was $95 million to $105 million.
        Superior no longer reports distributable cash flow as a key
        performance measure; accordingly, Superior has restated Superior
        Propane's 2009 outlook from the third quarter of 2008 to EBITDA from
        operations of $100 million to $110 million due to the exclusion of
        $5 million in capital expenditures. See "Non-GAAP Financial Measures"
        for additional details.

    Superior Propane's EBITDA from operations of $96.8 million for 2008 was
modestly lower than the outlook provided in Superior's 2008 third quarter MD&A
of $97 million to $102 million(1) as an increase in propane gross profits were
offset by higher operating expenses.

    (1) Superior Propane's 2008 outlook provided in its 2008 third quarter
        MD&A for distributable cash flow was $95 million to $100 million.
        Superior no longer reports distributable cash flow as a key
        performance measure; accordingly, Superior has restated Superior
        Propane's 2008 outlook to EBITDA from operations of $97 million to
        $102 million due to the exclusion of $2 million in capital
        expenditures. See "Non-GAAP Financial Measures" for additional
        details.

    In addition to Superior Propane's significant assumptions detailed above,
refer to the section "Risk Factors to Superior" for a detailed review of
Superior Propane's significant business risk.

    Specialty Chemicals

    ERCO Worldwide generated EBITDA from operations in the fourth quarter of
$32.9 million, an increase of $6.2 million (23%) from the prior year quarter,
as higher gross profits more than offset higher operating expenditures.
    Condensed operating results for the three months and years ended December
31, 2008 and 2007 are provided in the following table.

    -------------------------------------------------------------------------
    (millions of dollars   Three months ended              Year ended
     except per metric         December 31                 December 31
     tonne (MT) amounts)   2008          2007          2008          2007
    -------------------------------------------------------------------------
                             $ per         $ per         $ per         $ per
    Revenue                     MT            MT            MT            MT
      Chemical(1)(3)   115.5   722   110.7   570   460.1   633   427.8   557
      Technology         9.6    60     5.4    28    19.5    27    25.4    33
    Cost of Sales
      Chemical(2)      (52.1) (325)  (58.6) (301) (232.3) (319) (231.9) (302)
      Technology        (6.5)  (41)   (2.8)  (14)  (12.0)  (17)  (16.1)  (21)
    -------------------------------------------------------------------------
    Gross Profit        66.5   416    54.7   283   235.3   324   205.2   267
    Less: cash
     operating and
     administrative
     costs(3)          (33.6) (210)  (28.0) (145) (118.8) (164) (113.4) (148)
    -------------------------------------------------------------------------
    EBITDA from
     operations         32.9   206    26.7   138   116.5   160    91.8   119
    Chemical volumes
     sold (thousands
     of MTs)                160           194           727           768
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Effective January 1, 2007, Superior discontinued hedge accounting for
        all economic hedging activities. As such, amounts related to these
        contracts must be accounted for separately on Superior's financial
        statements (see Notes 8 and 12 to the fourth quarter Consolidated
        Financial Statements). In order to better reflect the results of its
        operations, Superior has reclassified these amounts for purposes of
        this financial discussion to present its results as if it had
        accounted for these transactions as accounting hedges. As such,
        included in revenue for the three and twelve months ended
        December 31, 2008 is ($2.3) million and $4.0 million in realized
        foreign currency forward contract gains (losses) and included in
        chemical cost of sales for the three and twelve months ended
        December 31, 2008 is $4.8 million and $22.0 million in realized
        fixed-price electricity gains. Included in revenue for the three and
        twelve months ended December 31, 2007 is $5.2 million and
        $13.6 million in realized foreign currency forward contract gains and
        included in chemical cost of sales for the three and twelve months
        ended December 31, 2007 is $2.0 million and $7.6 million in realized
        fixed-price electricity gains.
    (2) Effective January 1, 2008, Superior adopted a revised CICA Handbook
        section related to Inventory. This section impacts the calculation of
        the cost of inventory at ERCO Worldwide, due to the requirement to
        inventory the cost of certain fixed overhead items, principally the
        amortization of property, plant and equipment. Additionally, this
        section requires that the amortization that is inventoried be
        classified as a component of cost of products sold once sold. As
        such, for the three and twelve months ended December 31, 2008
        Superior has excluded $10.1 million and $38.9 million in non-cash
        amortization from cost of sales in the calculation of ERCO
        Worldwide's EBITDA from operations.
    (3) For the three and twelve months ended December 31, 2008 Superior has
        reclassified $4.8 million and $5.9 million of foreign currency
        translation gains related to US denominated working capital from
        operating and administrative expense to revenue. Reclassification of
        the translation gains or losses provides improved matching to the
        income statement recognition of the underlying working capital item
        that resulted in the translation gains or losses. For the three and
        twelve months ended December 31, 2007, Superior has reclassified
        $0.1 million of translation gains and $2.5 million of translation
        losses.
    

    Chemical and technology revenues for the fourth quarter of $125.1 million
were $9.0 million higher than the prior year quarter due to higher chemical
revenue as a result of improved chemical pricing and higher technology
revenue. Fourth quarter gross profit was $66.5 million, comprised of $63.4
million from chemical sales and $3.1 million from technology projects.
Chemical gross profit was $11.2 million higher than the prior year quarter due
to higher chloralkali/potassium gross profit and modestly higher sodium
chlorate gross profit. Chloralkali/potassium gross profits were higher than
the prior year quarter as an increase in the average aggregate selling price
more than offset a 12,000 tonne (20%) reduction in sales volumes. Sales prices
for potassium products have risen in response to the dramatic increase in the
cost of potash, the primary input cost in the production of potassium
products. As a result of ERCO's acquisition of its Port Edwards, Wisconsin
facility in 2005, ERCO had a contract to purchase potash at a favourable rate
until the end of 2008. Upon expiration of the contract, ERCO's cost of potash
will be at current market prices. Chloralkalki/potassium sales volumes were
impacted by reduced sales volumes of potassium products in the fourth quarter
of 2008 as a result of ERCO's inability to produce potassium products due to a
force majeure that was imposed related to ERCO's potash supply contract. The
force majeure was removed on November 6, 2008, allowing ERCO to restart
production of potassium products in late December 2008. Sodium chlorate gross
profits were modestly higher than the prior year as an increase in average
selling prices more than offset the impact of reduced sales volumes. Sodium
chlorate sales volume decreased by 22,000 tonnes (18%) due principally to
reduced sales volumes in North America as a result of reduced demand for pulp.
Weaker demand for pulp, and therefore sodium chlorate in North America was due
principally to the global financial crisis and economic slow down. Technology
gross profit was $0.5 million higher than the prior year quarter due to the
receipt of a one-time license fee, offset in part, by the normal course
expiration of royalty revenues.
    Cash operating and administrative costs of $33.6 million were $5.6
million (20%) higher than the prior year quarter, due principally to the
impact of the appreciation of the US dollar on US-denominated expenses and
higher provisions for potential bad debts.
    During 2007, ERCO determined that it will convert its Port Edwards,
Wisconsin chloralkali facility from mercury based technology to membrane
technology. The project maintains the facility's ability to produce both
sodium and potassium products, provides increased production capacity of
approximately 30%, provides a significant extension of the plant life and
enhances the efficiency of ERCO's use of electrical energy. The cost of the
conversion is estimated to be US $130 million reflecting the substantial
completion of the process engineering and significant completion of detailed
engineering on the project, providing improved cost estimates. See
"Consolidated Capital Expenditure Summary" for additional details on costs
incurred related to Port Edwards.

    Outlook

    ERCO expects EBITDA from operations for 2009 to be between $105 million
and $115 million. ERCO's previous outlook as provided in the 2008 third
quarter MD&A was $102 million to $112 million(1). The increased 2009 outlook
reflects the ongoing impact of higher sales prices on chloralkali/potassium
products. ERCO's significant assumptions underlying its current outlook are:

    
    -   Current supply and demand fundamentals for sodium chlorate will
        weaken, resulting in declining sales volumes throughout 2009;
    -   Chloralkali/potassium gross profits are expected to continue to
        benefit from improved overall pricing;
    -   ERCO's average plant utilization is expected to be approximately
        80-90%;
    -   The foreign currency exchange rate between the Canadian and United
        States dollar is expected to be 1.18 on all unhedged foreign currency
        transactions;
    -   ERCO's conversion of its Port Edwards, Wisconsin chloralkali facility
        from mercury based technology to membrane technology for
        US $130 million is expected to be completed on-budget in the second
        half of 2009; and
    -   No incremental cash flow is anticipated as a result of the Port
        Edward's project in 2009.

    (1) ERCO's 2009 outlook provided in its 2008 third quarter MD&A for
        distributable cash flow was $85 million to $95 million. Superior no
        longer reports distributable cash flow as a key performance measure;
        accordingly, Superior has restated ERCO's 2009 outlook from the third
        quarter of 2008 to EBITDA from operations of $102 million to
        $112 million due to the exclusion of $10 million in capital
        expenditures and $7 million in cash taxes. See "Non-GAAP Financial
        Measures" for additional details.

    ERCO's EBITDA from operations of $116.5 million for 2008 was higher than
the outlook provided in Superior's 2008 third quarter MD&A of $107 million to
$112 million(1) due principally to improved chemical gross profits.

    (1) ERCO's 2008 outlook provided in its 2008 third quarter MD&A for
        distributable cash flow was $85 million to $90 million. Superior no
        longer reports distributable cash flow as a key performance measure;
        accordingly, Superior has restated ERCO's 2008 outlook to EBITDA from
        operations of $107 million to $112 million due to the exclusion of
        $10 million in capital expenditures and $12 million in cash taxes.
        See "Non-GAAP Financial Measures" for additional details.

    In addition to ERCO's significant assumptions detailed above, refer to the
section "Risk Factors to Superior" for a detailed review of ERCO's significant
business risk.

    Construction Products Distribution

    Winroc generated EBITDA from operations of $13.5 million, an increase of
$3.0 million (29%) from the prior year quarter, as higher gross profit more
than offset higher operating expenses.
    Condensed operating results for the three months and years ended December
31, 2008 and 2007 are provided in the following table.

    -------------------------------------------------------------------------
                                    Three months ended            Year ended
                                           December 31,          December 31,
    (millions of dollars)              2008       2007       2008       2007
    -------------------------------------------------------------------------
    Distribution and direct
     sales revenue                    124.1      125.4      523.6      512.3
    Distribution and direct
     sales cost of sales              (83.3)     (91.0)    (382.9)    (382.5)
    -------------------------------------------------------------------------
    Distribution and direct
     sales gross profit                40.8       34.4      140.7      129.8
    Less: cash operating and
     administrative costs             (27.3)     (23.9)    (103.3)     (93.1)
    -------------------------------------------------------------------------
    EBITDA from operations             13.5       10.5       37.4       36.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    Distribution and direct sales revenues of $124.1 million for the fourth
quarter of 2008 were $1.3 million (1%) lower than the prior year quarter due
to reduced sales volumes, offset in part by higher selling prices.
Distribution and direct sales gross profit of $40.8 million in the fourth
quarter was $6.4 million (19%) higher than the prior year quarter, as the
impact of the acquisition of Fackoury's Building Supplies Ltd. (Fackoury's) on
May 9, 2008 and improved sales margins, was partially offset by a reduction in
sales volumes at other operating locations. Distribution drywall sales
volumes, an indicator of overall distribution sales volumes, decreased 14%
compared to the prior year quarter. The decrease in distribution sales volumes
was principally due to weakness in the United States and Western Canada,
reflecting the ongoing slowdown in new residential housing starts,
particularly in the Southwest and Midwest U.S. Sales volumes in Ontario were
higher than the prior year quarter due principally to the acquisition of
Fackoury's. Sales margins remained strong in all operating regions due in part
to the continued focus on margin management and improved product sales mix.
Cash operating and administrative costs of $27.3 million were $3.4 million
(14%) higher than the prior year quarter due to increased occupancy costs due
to the addition of new operating branches, increased provisions for bad debts,
increased fuel costs, increased operating lease costs, general inflationary
pressures and the impact of the appreciation of the US dollar on
US-denominated expenses, offset in part by reduced warehouse wages.

    Outlook

    Winroc expects EBITDA from operations for 2009 to be between $28 million
and $35 million. Winroc's previous outlook as provided in the 2008 third
quarter MD&A was $32 million to $39 million(1). The reduction in Winroc's 2009
outlook reflects the ongoing impact of reduced sales volumes due to the
current economic environment within North America, which is anticipated to
negatively impact Winroc's operations. Winroc's significant assumption
underlying its current outlook is:

    
    -   EBITDA from operations is expected to decline as volumes will
        continue to be negatively impacted by the ongoing decline in new home
        residential and commercial activity in both Canada and the United
        States.

    (1) Winroc's 2009 outlook provided in its 2008 third quarter MD&A for
        distributable cash flow was $30 million to $37 million. Superior no
        longer reports distributable cash flow as a key performance measure;
        accordingly, Superior has restated Winroc's 2009 outlook from the
        third quarter of 2008 to EBITDA from operations of $32 million to
        $39 million due to the exclusion of $1 million in capital
        expenditures and $1 million in cash taxes. See "Non-GAAP Financial
        Measures" for additional details.

    Winroc's EBITDA from operations of $37.4 million for 2008 was consistent
with the outlook provided in Superior's 2008 third quarter MD&A of $34 million
to $39 million(1) as improved sales margins more than offset the impact of
reduced sales volumes.

    (1) Winroc's 2008 outlook provided in its 2008 third quarter MD&A for
        distributable cash flow was $32 million to $37 million. Superior no
        longer reports distributable cash flow as a key performance measure;
        accordingly, Superior has restated Winroc's 2008 outlook to EBITDA
        from operations of $34 million to $39 million due to the exclusion of
        $1.0 million in capital expenditures and $1.0 million in cash taxes.
        See "Non-GAAP Financial Measures" for additional details.

    In addition to Winroc's significant assumptions detailed above, refer to
the section "Risk Factors to Superior" for a detailed review of Winroc's
significant business risks.

    Fixed-Price Energy Services

    SEM's condensed operating results for the three months and years ended
December 31, 2008 and 2007 are provided below.

    -------------------------------------------------------------------------
                                    Three months ended            Year ended
                                           December 31,          December 31,
    (millions of dollars)              2008       2007       2008       2007
    -------------------------------------------------------------------------

    Revenue                            76.6       76.9      323.6      320.4
    Cost of sales(1)(2)               (73.0)     (69.2)    (296.0)    (289.3)
    -------------------------------------------------------------------------
    Gross profit                        3.6        7.7       27.6       31.1
    Less: Operating, administrative
     and selling costs(2)              (5.1)      (4.9)     (21.1)     (19.0)
    -------------------------------------------------------------------------
    EBITDA from operations             (1.5)       2.8        6.5       12.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Effective January 1, 2007, Superior discontinued hedge accounting for
        all economic hedging activities. As such, amounts related to these
        contracts must be accounted for separately on Superior's financial
        statements (see Notes 8 and 12 to the fourth quarter Consolidated
        Financial Statements.) In order to better reflect the results of its
        operations, Superior has reclassified these amounts for purposes of
        this financial discussion to present its results as if it had
        accounted for these transactions as accounting hedges. As such,
        included in cost of sales for the three and twelve months ended
        December 31, 2008 is $0.6 million and ($17.6) million in realized
        foreign currency forward contract gains (losses) and ($4.3) million
        and $34.3 million related to natural gas commodity realized fixed
        price gains (losses). Included in cost of sales for the three and
        twelve months ended December 31, 2007 is $6.8 million and
        $19.3 million in realized foreign currency forward contract losses
        and $5.1 million and $14.9 million related to natural gas commodity
        realized fixed price losses.
    (2) For the three and twelve months ended December 31, 2008 Superior has
        reclassified $1.8 million and $4.0 million of foreign currency
        translation losses related to US denominated working capital from
        operating and administrative expense to cost of sales.
        Reclassification of the translation gains or losses provides improved
        matching to the income statement recognition of the underlying
        working capital item that resulted in the translation gains or
        losses. For the three and twelve months ended December 31, 2007,
        Superior has reclassified $0.3 million and $1.0 million of
        translation gains.


    Gross Profit by Segment
    -------------------------------------------------------------------------
    (millions of
     dollars except     Three months ended               Year ended
     volume and         December 31, 2008             December 31, 2008
     per unit      Gross                         Gross
     amounts)     Profit     Volume   Per Unit  Profit     Volume   Per Unit
    -------------------------------------------------------------------------
    Natural Gas(1)  3.36     8.2 GJ       41.0   26.74    33.2 GJ       80.5
                                      cents/GJ                      cents/GJ
    Electricity(2)  0.24   27.6 KWh       0.87    0.86   69.9 KWh       1.23
                                     cents/KWh                     cents/KWh
    -------------------------------------------------------------------------
    Total           3.60                         27.60
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

                        Three months ended               Year ended
                        December 31, 2008             December 31, 2008
                   Gross                         Gross
                  Profit     Volume   Per Unit  Profit     Volume   Per Unit
    -------------------------------------------------------------------------
    Natural Gas(1)  7.70     9.0 GJ       85.6   31.10    37.0 GJ       84.1
                                      cents/GJ                      cents/GJ
    Electricity(2)     -          -          -       -          -          -
    -------------------------------------------------------------------------
    Total           7.70                         31.10
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Natural gas volumes and per unit amounts are expressed in millions of
        gigajoules (GJ).
    (2) Electricity volumes and per unit amounts are expressed in millions of
        kilowatt hours (KWh).
    

    SEM generated EBITDA from operations of ($1.5) million in the fourth
quarter, a decrease of $4.3 million compared to the prior year quarter. SEM's
revenues were $76.6 million in the fourth quarter, compared to $76.9 million
in the prior year quarter. Revenues were impacted by the addition of
electricity revenues in the current year, higher overall natural gas selling
prices, offset by reduced natural gas volumes.
    Gross profit was $3.6 million in the fourth quarter, a decrease of $4.1
million compared to the prior year quarter. Gross profit was impacted in the
current year quarter by a one-time, $2.4 million adjustment for utility
transportation charges and settlements that was determined during the fourth
quarter account reconciliation process. Additionally, gross profit was
impacted by approximately $2.0 million in foreign currency translation losses
due to the dramatic appreciation of the US dollar relative to the Canadian
dollar during the fourth quarter of 2008. Foreign currency fluctuation
impacted SEM's EBITDA from operations due to the discontinuation of hedge
accounting in the prior year, which results in a timing difference between the
recognition of the accrual for the US dollar cost of sales and the subsequent
realization of the related foreign currency derivative gain or loss. In the
absence of significant foreign exchange volatility, operating results with or
without hedge accounting would not be significantly different. The impact of
fluctuations in foreign currency can impact SEM's quarter-over-quarter or
year-over-year results, but over the fullness of time SEM's results are not
significantly impacted by changes in foreign currency rates as SEM is fully
hedged from an economic perspective. Gross profit per GJ was 41.0 cents
compared to 85.6 cents in the prior year quarter and was impacted by lower
gross profits as noted above combined with the impact of a change in sales
mix. Sales volumes of natural gas were 8.2 million gigajoules (GJ's) or 0.8
million GJ's (9%) lower than the prior year quarter as reduced, higher margin
residential customer volumes more than offset the impact of higher lower
margin commercial volumes. Residential customer volumes comprised
approximately 30% of natural gas sales volumes in the fourth quarter of 2008
compared to 32% in fourth quarter of 2007. Electricity gross profit in the
fourth quarter of 2008 was $0.2 million, with no contribution from electricity
in the prior year quarter, as electricity only began to flow to customers in
2008. Operating, administration and selling costs of $5.1 million were $0.2
million higher than the prior year quarter as higher selling and marketing
costs were offset by reduced administrative costs.
    SEM invested $1.8 million in customer acquisition costs during the
quarter ($6.8 million for the twelve months ended December 31, 2008),
resulting in a customer base of 91,800 residential natural gas customers,
6,300 commercial natural gas customers and 3,700 electricity customers. The
acquisition of new customers and the retention of SEM's existing customers has
been challenging in all of SEM's markets due in part to the low system price
of natural gas compared to the fixed-rate alternative SEM is able to offer.
Over the previous twelve months, the system price of natural gas has been both
constant and low due to the low spot price of natural gas over the prior
quarters. This has resulted in reduced customer demand for long-term, higher
fixed-price natural gas contracts, as the immediate perceived benefit of
entering into a long-term deal is reduced at the current system price of
natural gas. Similar to the sign-up of natural gas customers, SEM's sign-up
for fixed-price electricity customers has been lower than expected due to a
low regulated price plan for electricity. As at December 31, 2008, the average
remaining term of SEM's contracts was 28 months (2007 - 37 months), reflecting
the slowdown in the sign-up of new customers, and the retention of existing
customers.

    Outlook

    SEM expects EBITDA from operations for 2009 to be between $9 million and
$12 million. SEM's previous outlook as provided in the 2008 third quarter MD&A
was $12 million to $16 million(1). The reduction in SEM's 2009 outlook
reflects reduced customer demand for fixed-price energy contracts due to the
low system price for natural gas and electricity. SEM's significant
assumptions underlying its current outlook are:

    
    -   SEM is able to access sales channel agents on acceptable contract
        terms;
    -   Natural gas markets in Ontario and British Columbia will provide
        growth opportunities for SEM; and
    -   The residential and commercial electricity markets in Ontario are
        expected to provide additional growth opportunities for SEM.

    SEM's EBITDA from operations of $6.5 million for 2008 was less than the
outlook provided in Superior's 2008 third quarter MD&A of $10 million to $13
million(1) principally due to the impact of losses on foreign currency
translation and lower than expected sales volumes.

    (1) SEM's 2008 and 2009 outlook provided in its 2008 third quarter MD&A
        for distributable cash flow was $10 million to $13 million for 2008,
        and $12 million to $16 million for 2009. SEM's calculation of EBITDA
        from operations is unchanged from its prior reporting measure of
        distributable cash flow. See "Non-GAAP Financial Measures" for
        additional details.

    In addition to SEM's significant assumptions detailed above, refer to the
section "Risk Factors to Superior" for a detailed review of SEM's significant
business risks.


    Consolidated Capital Expenditure Summary
    -------------------------------------------------------------------------
                                    Three months ended            Year ended
                                           December 31,          December 31,
    (millions of dollars)              2008       2007       2008       2007
    -------------------------------------------------------------------------
    Efficiency, process improvement
     and growth related                11.3        4.5       26.8       13.2
    Other capital                       2.7        2.2        7.6        7.7
    Port Edwards expansion project     32.3        1.3       49.8        1.4
    -------------------------------------------------------------------------
                                       46.3        8.0       84.2       22.3
    Acquisitions                          -        2.9       24.5        4.3
    Transaction with Ballard           46.3          -       46.3          -
    Proceeds on disposition
     of capital                        (4.9)      (2.5)      (7.5)      (4.4)
    -------------------------------------------------------------------------
    Total net capital expenditures     87.7        8.4      147.5       22.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    Efficiency, process improvement and growth related expenditures were
$11.3 million in the fourth quarter compared to $4.5 million in the prior year
quarter. Efficiency, process improvement and growth related expenditures were
incurred in relation to ERCO's electrical cell replacement program and
Superior Propane's business transformation project. Other capital expenditures
were $2.7 million in the fourth quarter compared to $2.2 million in the prior
year quarter, consisting primarily of required maintenance and general capital
at ERCO and Superior Propane. Proceeds on the disposal of capital were $4.9
million in the fourth quarter and consisted of Superior Propane's disposition
of excess properties. ERCO incurred $32.3 million (US$26.3 million) in the
fourth quarter of 2008 related to its Port Edward's expansion project, and has
incurred US$44.8 million cumulatively on the project which is anticipated to
cost US$130.0 million in aggregate.

    Corporate and Interest Costs

    Corporate costs for the fourth quarter were $6.0 million, compared to
$1.6 million in the prior year quarter. The increase in corporate costs over
the prior year quarter was due principally to $2.1 million of foreign currency
translation losses on the revaluation of US dollar cash transactions and US
dollar-denominated interest payables. Excluding the impact of foreign currency
translation losses, the increase in corporate costs is due to a net increase
in long-term incentive plan costs. Long-term incentive plan costs in the prior
year quarter were a net recovery of $0.2 million, due to a reduction in the
value of Superior's shares during the fourth quarter of 2007, as opposed to a
$1.8 million expense in the current year quarter due to the impact of
performance related shares as a result of Superior's share performance
throughout 2008. Excluding the impact of foreign currency translation losses
and long-term incentive plan costs, corporate and administrative expenses were
consistent with the prior year.
    Interest expense on revolving term bank credits and term loans was $6.0
million for the fourth quarter, a decrease of $0.5 million from the prior year
quarter. The decrease in interest expense was due to lower interest rates on
floating rate debt offset by higher average debt levels and the impact of the
appreciation of the US dollar on US-denominated interest costs. See "Liquidity
and Capital Resources" discussion for further details on the change in average
debt levels.
    Interest on Superior's convertible unsecured subordinated debentures (the
debentures) was $3.6 million for the fourth quarter of 2008, a decrease of
$0.6 million from the prior year quarter. The reduction in debenture interest
is due to Superior's early redemption of $59.2 million Series II, 8%
Debentures on November 5, 2007.

    Taxation

    On December 31, 2008, Superior converted from a publicly traded income
trust to a publicly traded corporation by way of a plan of arrangement with
Ballard Power for cash consideration of $46.3 million. The transaction
resulted in Superior increasing its tax basis by approximately $1,013.0
million. Additional consideration may be payable to Ballard in future periods
based on the finalization of tax basis available to Superior. Superior's
calculation of current and future income taxes for the year ended December 31,
2008 is based on the conversion to a corporate structure effective December
31, 2008, whereas Superior's calculation of current and future income taxes
for the year ended December 31, 2007 is based on Superior being a publicly
traded income trust. Consistent with prior periods, Superior recognizes a
provision for income taxes for its subsidiaries that are subject to current
and future income taxes, including United States income tax, United States
non-resident withholding tax and Chilean income tax.
    Total income tax recovery for the fourth quarter was $15.8 million, and
consists of $3.6 million in cash income taxes and a $19.4 million future
income tax recovery, compared to a total income tax expense of $9.3 million in
the prior year quarter, which consisted of $1.9 million in cash income taxes
and a $7.4 million future income tax expense.
    Cash income and withholding taxes for the fourth quarter were $3.6
million and were limited to cash taxes in the U.S. (2007 Q4 - $1.9 million of
US cash taxes). The increase in U.S. cash income taxes was due to higher US
denominated taxable earnings as a result of improved operating results at
ERCO. Future income tax recovery for the fourth quarter of 2008 was $15.8
million (2007 Q4 - $7.4 million future income tax expense), resulting in a
corresponding net future income tax asset of $384.9 million as at December 31,
2008 and a net deferred credit of $307.7 million. Future income taxes were
impacted by Superior's conversion to a corporation on December 31, 2008 and
the impact of unrealized gains and losses on financial instruments.
    As at December 31, 2008, Superior had the following tax pools available
to be used in future years:

    
    Canada                                              (millions of dollars)
    -------------------------------------------------------------------------
      Tax basis                                                        423.4
      Non-capital losses                                               206.7
      Capital losses                                                   630.6
      Canadian scientific research expenditures                        590.7
      Investment tax credits                                           192.3
    United States
    -------------------------------------------------------------------------
      Tax basis                                                         46.0
      Capital loss carry forwards                                       56.8
    Chile
    -------------------------------------------------------------------------
      Tax basis                                                         43.2
      Non-capital loss carry forwards                                   24.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    Substantially all of Superior's non-capital loss carry forwards and
investment tax credits expire subsequent to 2014. Capital loss carry forwards,
Canadian scientific research expenditures and Chilean non-capital losses are
eligible to be carried forward indefinitely.

    Corporate Conversion and Other Strategic Costs

    Corporate conversion costs incurred in the fourth quarter of 2008 were
$5.0 million and consisted primarily of professional fees related to the
planning and execution of the transaction with Ballard.
    Superior did not incur any strategic plan costs in the fourth quarter of
2008. Strategic plan costs incurred in the prior year quarter were $3.5
million related to the closure of ERCO's Bruderheim sodium chlorate facility.

    Consolidated Outlook

    Superior expects adjusted cash flow from operations for 2009 to be
between $2.00 and $2.20 per share and for 2010 to be between $2.20 and $2.40
per share. Superior's previous outlook for 2009 as provided in the 2008 third
quarter MD&A was between $2.10 and $2.35(1) per share. Prior to this outlook,
Superior had not disclosed its expectations for 2010. Superior's consolidated
adjusted operating cash flow outlook is dependent on the operating results of
its four divisions. See the discussion of operating results by division for
additional details on Superior's 2009 guidance. In addition to the operating
results of Superior's four divisions, significant assumptions underlying
Superior's current 2009 and 2010 outlook are:

    
    -   Current economic conditions in Canada and the United States prevail
        for 2009 with a modest improvement in 2010;
    -   Superior continues to attract capital and obtain financing on
        acceptable terms;
    -   The foreign currency exchange rate between the Canadian and US dollar
        averages 1.18 in 2009 and 1.11 in 2010 on all unhedged foreign
        currency transactions;
    -   Superior's average interest rate on floating rate debt remains stable
        to marginally lower throughout 2009, increasing modestly in 2010;
    -   Financial and physical counterparties continue to fulfill their
        obligations to Superior;
    -   Regulatory authorities do not impose any new regulations impacting
        Superior;
    -   EBITDA from operations of the divisions in 2010 is consistent, to
        modestly improved, compared to 2009; and
    -   Incremental EBITDA is generated in 2010 from the Port Edward's
        expansion project, which is due to be completed in the latter half of
        2009.

    (1) Superior's 2009 outlook provided in its 2008 third quarter MD&A for
        distributable cash flow per share was $1.95 to $2.20. Superior no
        longer uses distributable cash flow as a key performance measure;
        accordingly, Superior has restated its 2009 outlook to adjusted
        operating cash flow per share of $2.10 to $2.35. Adjusted operating
        cash flow per share does not have a deduction for capital
        expenditures, which differs from distributable cash flow per share
        which had a deduction for capital expenditures of $15 million. See
        "Non-GAAP Financial Measures" for additional details.

    Consolidated adjusted operating cash flow for 2008 of $2.18 per share was
consistent with Superior's outlook provided in its 2008 third quarter MD&A of
$2.15 to $2.25(1).

    (1) Superior's 2008 outlook provided in its 2008 third quarter MD&A for
        distributable cash flow per share was $2.05 to $2.15. Superior no
        longer uses distributable cash flow as a key performance measure;
        accordingly, Superior has restated its 2008 outlook to adjusted
        operating cash flow per share of $2.15 to $2.25. Adjusted operating
        cash flow per share does not have a deduction for capital
        expenditures, which differs from distributable cash flow per share
        which had a deduction for capital expenditures. See "Non-GAAP
        Financial Measures" for additional details.
    

    In addition to Superior's significant assumptions detailed above, refer
to the section "Risk Factors to Superior" for a detailed review of Superior's
significant business risks.

    Liquidity and Capital Resources

    Superior's revolving term bank credit and term loans before deferred
financing fees, including $100.0 million related to the accounts receivable
securitization program totaled $577.7 million as at December 31, 2008, an
increase of $137.2 million from the prior year. The increase in revolving term
bank credits and terms loans is predominately due to the non-cash impact of
the appreciation of the US dollar on US dollar denominated debt (approximately
a $60 million impact), Superior's transaction with Ballard Power on December
31, 2008 for $46.3 million and the impact of other capital expenditures during
the year, offset in part, by operating cash flow in excess of distributions
for the year. The facility matures on June 28, 2010 and can be expanded to
$600.0 million. See 'Summary of Cash Flows' for a complete summary of
Superior's sources and uses of cash.
    As at December 31, 2008, debentures before deferred issue costs issued by
Superior totaled $247.6 million, which is $0.4 million higher than the balance
at December 31, 2007. The change in the stated cost of the Debentures is due
to the accretion of the original discount to interest expense during 2008.
    Consolidated net working capital was $168.9 million as at December 31,
2008, a decrease of $4.1 million from December 31, 2007 ($173.0 million). Net
working capital was consistent with the prior year end as an increase in
working capital at ERCO and Winroc as a result of the appreciation of the US
dollar on US-denominated working capital, was offset by reduced working
capital requirements at Superior Propane as a result of a reduction in the
retail cost of propane and reduced working capital at Corporate as a result of
the requirement to fund the December 31, 2008 distribution to Superior's trust
agent in advance of the payment on January 15, 2008, due to the transaction
with Ballard Power. Superior's net working capital requirements are financed
from revolving term bank credit facilities and by proceeds raised from a trade
accounts receivable sales program.
    Proceeds received from Superior's distribution reinvestment plan (DRIP)
were $nil for the three months ended December 31, 2008 and $8.9 million for
the twelve months ended December 31, 2008. The reduction in proceeds related
to the DRIP is the result of Superior announcing on February 28, 2008, that it
would suspend the DRIP after the February 2008 distribution. In February of
2009, Superior adopted a dividend reinvestment plan in relation to its
conversion to a corporation. The current DRIP can be implemented at Superior's
request.
    As at December 31, 2008, Superior's senior debt and total debt to bank
compliance EBITDA are 2.3 and 3.4 times, respectively, (December 31, 2007, 1.9
and 3.0 times), after taking into account the impact of the off-balance sheet
receivable sales program amounts and the impact of cash on hand. These ratios
are well within the requirements contained in Superior's debt covenants which
restrict its ability to pay distributions. In accordance with Superior's
credit facilities, Superior must maintain a consolidated debt to bank
compliance EBITDA ratio of not more than 5.0 to 1.0, a consolidated senior
debt to bank compliance EBITDA of not more than 3.0 to 1.0 and distributions
(including payments to debenture holders) cannot exceed bank compliance EBITDA
(plus $25.0 million) on a trailing twelve month rolling basis. At December 31,
2008, the senior debt ratio when calculated in accordance with Superior's
senior banking agreements was 2.4 times to 1.0 (December 31, 2007 - 2.0 to
1.0) and the total debt ratio when calculated in accordance with Superior's
senior bank agreements was 2.4 times to 1.0 (December 31, 2007 - 2.0 times to
1.0). Total debt to bank compliance EBITDA for purposes of senior credit
agreements does not include the Debentures.
    Superior has entered into an agreement to sell, with limited recourse,
certain accounts receivables on a 30-day revolving basis to an entity
sponsored by a Canadian chartered bank to finance a portion of its working
capital requirements, which represents an off-balance sheet obligation. The
receivables are sold at a discount to face value based on prevailing money
market rates. As at December 31, 2008, proceeds of $100.0 million (December
31, 2007 - $100.0 million) had been raised from this program and were used to
repay revolving term bank credits. (See Note 4 to the Consolidated Financial
Statements). Superior is able to adjust the size of the sales program on a
seasonal basis in order to match the fluctuations of its accounts receivable
funding requirements. The program requires Superior to maintain a minimum
secured credit rating of BB and meet certain collection performance standards.
Superior is currently fully compliant with program requirements. The program
expires on December 29, 2009.
    On October 30, 2008, Superior announced its intention to convert from a
trust to a corporation, completing this transaction on December 31, 2008. On
October 30, 2008, DBRS confirmed Superior's senior secured notes rating at BBB
(low) with a stable outlook. On October 31, 2008, Standard and Poor's
confirmed Superior's BBB- (negative outlook) secured long-term debt credit
rating. On November 14, 2008, Standard and Poor's removed Superior's negative
outlook and confirmed its credit ratings BBB- secured and BB+ unsecured.

    Shareholders' Capital

    The weighted average number of shares outstanding during the fourth
quarter was 88.4 million shares, an increase of 1.1 million shares compared to
the prior year quarter, due principally to trust units issued under the DRIP.
    As at February 18, 2009, December 31, 2008 and December 31, 2007, the
following shares, and securities convertible into shares, were outstanding:

    
    -------------------------------------------------------------------------
                             February 18,      December 31,      December 31,
                                    2009              2008              2007
                         Convert-          Convert-          Convert-
                            ible              ible              ible
                           Secur-            Secur-            Secur-
    (millions)             ities  Shares     ities  Shares     ities  Shares
    -------------------------------------------------------------------------
    Shares
     outstanding                    88.4              88.4              87.6
    Series 1, 5.75%
     Debentures
     (convertible at
     $36 per share)       $174.9     4.9    $174.9     4.9    $174.9     4.9
    Series 1, 5.85%
     Debentures
     (convertible at
     $31.25 per share)     $75.0     2.4     $75.0     2.4     $75.0     2.4
    Warrants (exercisable
     at $20 per share
     until May 2008)           -       -         -       -       2.3     2.3
    -------------------------------------------------------------------------
    Shares outstanding,
     and issuable upon
     conversion of
     Debenture and
     Warrant securities             95.7              95.7              97.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    

    Distributions/Dividends Paid to Unitholders/Shareholders

    Superior's distributions/dividends to its unitholders/shareholders are
dependent on its cash flow from operating activities with consideration for
changes in working capital requirements, investing activities and financing
activities of Superior. See "Summary of Adjusted Operating Cash Flow" on page
4 and "Summary of Cash Flows" on page 16 for additional details on the sources
and uses of Superior's cash flow.
    Distributions paid to unitholders in the fourth quarter were $35.8
million or $0.405 per trust unit, compared to $34.1 million or $0.39 per trust
unit in the fourth quarter of 2007. Distributions paid to unitholders for the
twelve months ended December 31, 2008 were $142.2 million or $1.61 per trust
unit, compared to $134.9 million or $1.56 per trust unit for the twelve months
ended December 31, 2007. The increase in distributions paid to unitholders is
the result of Superior increasing its monthly distribution to $0.135 per trust
unit ($1.62 on an annualized basis) from $0.13 per trust unit effective the
March 2008 distribution.
    For income tax purposes, distributions paid in 2008 of $1.61 per trust
unit are classified as other income. A summary of cash distributions since
inception and related tax information is posted under the "Investors" section
of Superior's website at www.superiorplus.com. For 2009, as a result of
Superior's conversion to a corporation, Superior's Canadian taxable
Shareholders will receive the added benefit of a dividend tax credit compared
to their prior tax treatment of trust unit distributions as other income. For
the years ended December 31, 2008 and 2007 all distributions to unitholders
were in the form of trust unit distributions.
    Superior's primary sources and uses of cash have been detailed in the
table below:

    
    Summary of Cash Flows(1)
    -------------------------------------------------------------------------
                                    Three months ended           Years ended
                                           December 31,          December 31,
    (millions of dollars)              2008       2007       2008       2007
    -------------------------------------------------------------------------

    Cash flows from operating
     activities                        53.5        9.2      207.6      134.3

    Investing activities:
      Purchase of property, plant
       and equipment(2)               (46.3)      (5.5)     (84.2)     (17.9)
      Proceeds on disposal of
       property, plant and equipment    4.9          -        7.5          -
      Proceeds on disposal of
       facility                           -          -        4.0          -
      Transaction with Ballard        (46.3)         -      (46.3)         -
      Acquisitions                        -       (2.9)     (24.5)      (4.3)
      Proceeds on the sale of
       JW Aluminum                        -          -          -        1.4
    -------------------------------------------------------------------------
    Cash flows from investing
     activities                       (87.7)      (8.4)    (143.5)     (20.8)
    -------------------------------------------------------------------------

    Financing activities:
      Distributions to unitholders    (35.8)     (34.1)    (142.2)    (134.9)
      Repayment of 8%, Series I
       convertible debentures             -          -          -       (8.1)
      Redemption of 8%, Series II
       convertible debentures             -      (59.2)         -      (59.2)
      Proceeds from DRIP                  -        8.0        8.9       25.3
      Revolving term bank credits
       and term loans                  (7.6)      73.9       82.6       38.4
      Net proceeds of accounts
       receivable securitization
       program                        100.0       12.0          -        5.0
      Other                           (11.4)         -      (11.4)       0.5
    -------------------------------------------------------------------------
    Cash flows from financing
     activities                        45.2        0.6      (62.1)    (133.0)
    -------------------------------------------------------------------------

    Net increase (decrease) in
     cash from operations              11.0        1.4        2.0      (19.5)
    Cash beginning of period            5.1       12.7       14.1       33.6
    -------------------------------------------------------------------------
    Cash end of period                 16.1       14.1       16.1       14.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) See the fourth quarter Consolidated Statements of Cash Flows for
        additional details.
    (2) See "Consolidated Capital Expenditure Summary" for additional
        details.
    


    Financial Instruments - Risk Management

    Derivative and non-financial derivatives are used by Superior to manage
its exposure to fluctuations in foreign currency exchange rates, interest
rates and commodity prices. Superior assesses the inherent risks of these
instruments by grouping derivative and non-financial derivatives related to
the exposures these instruments mitigate. Superior's policy is not to use
derivative or non-financial derivative instruments for speculative purposes.
Superior does not formally designate its derivatives as hedges, as a result,
Superior does not apply hedge accounting and is required to designate its
derivatives and non-financial derivatives as held for trading.
    Effective 2008, SEM enters into natural gas financial swaps primarily
with Constellation Energy Commodities Group Inc. for distributor billed
natural gas business in Canada to manage its economic exposure of providing
fixed-price natural gas to its customers. Additionally, SEM continues to
maintain its historical natural gas swap positions with seven additional
counterparties. SEM monitors its fixed-price natural gas positions on a daily
basis to evaluate compliance with established risk management policies. SEM
maintains a substantially balanced fixed-price natural gas position in
relation to its customer supply commitments.
    SEM enters into electricity financial swaps with two counterparties to
manage the economic exposure of providing fixed-price electricity to its
customers. SEM monitors its fixed-price electricity positions on a daily basis
to evaluate compliance with established risk management policies. SEM
maintains a substantially balanced fixed-price electricity position in
relation to its customer supply commitments.
    ERCO has entered into fixed-price electricity purchase agreements to
manage the economic exposure of certain of its chemical facilities to changes
in the market price of electricity, in markets where the price of electricity
is not fixed. Substantially all of the fair value with respect to these
agreements is with a single counterparty.
    Superior Propane enters into various propane forward purchase and sale
agreements with more than twenty counterparties to manage the economic
exposure of its wholesale customer supply contracts. Superior Propane monitors
its fixed-price propane positions on a daily basis to monitor compliance with
established risk management policies. Propane maintains a substantially
balanced fixed-price propane gas position in relation to its wholesale
customer supply commitments.
    Superior, on behalf of its operating divisions, enters into foreign
currency forward contracts with ten counterparties to manage the economic
exposure of Superior's operations to movements in foreign currency exchange
rates. SEM and Superior Propane contract a portion of their fixed-price
natural gas, and propane purchases and sales in US dollars and enter into
forward US dollar purchase contracts to create an effective Canadian dollar
fixed-price purchase cost. ERCO enters into US dollar forward sales contracts
on an ongoing basis to mitigate the impact of foreign exchange fluctuations on
sales margins on production from its Canadian plants that is sold in US
dollars. Interest expense on Superior's US dollar debt is also used to
mitigate the impact of foreign exchange fluctuations.
    As at December 31, 2008, SEM and Superior Propane had hedged
approximately 100% of their US dollar natural gas and propane purchase (sales)
obligations and ERCO Worldwide had hedged 75%(3) and 53%(3) of its estimated
US dollar exposure for the remainder of 2009 and 2010. The estimated adjusted
operating cash flow sensitivity for Superior, including divisional US
exposures and the impact on US-denominated debt with respect to a $0.01 change
in the Canadian to United States exchange rate for 2009 is $0.2 million, after
giving effect to United States forward contracts for 2009, as shown in the
table below. Superior's sensitivities and guidance are based on an anticipated
Canadian to USD foreign currency exchange rate for 2009 of 1.18.

    
    -------------------------------------------------------------------------
                                                                 2014
                                                                  and
                                                                There-
    (US$ millions)            2009   2010   2011   2012   2013  after  Total
    -------------------------------------------------------------------------
    SEM - US$ forward
     purchases(1)            111.2   61.9    5.4      -      -      -  178.5
    Superior Propane -
     US$ forward
     purchases (sales)        (1.0)  (1.7)     -      -      -      -   (2.7)
    Superior Plus LP(2)          -      -      -      -      -   60.0   60.0
    ERCO - US$ forward
     sales(3)                (92.2) (78.4) (12.0)     -      -      - (182.6)
    -------------------------------------------------------------------------
    Net US $ forward
     purchases                18.0  (18.2)  (6.6)     -      -   60.0   53.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    SEM - Average US$
     forward purchase
     rate(1)                  1.21   1.16   1.11      -      -      -   1.19
    Superior Propane -
     Average US$
     forward rate             1.08   1.22      -      -      -      -   1.17
    Superior Plus LP(2)          -      -      -      -      -   1.00   1.00
    ERCO - Average US$
     forward sales rate(3)    1.06   1.06   1.26      -      -      -   1.07
    -------------------------------------------------------------------------
    Net average external
     US$/Cdn$ exchange rate   1.13   1.10   1.21      -      -   1.00   1.11
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) SEM is now sourcing its fixed-price natural gas requirements in
        Canadian dollars, as such, SEM will no longer be required to use
        United States dollar forward contracts to fix its Canadian dollar
        exposure.
    (2) Superior has entered into US$ forward purchase contracts for
        $60.0 million in relation to the repayment profile of its US dollar
        senior secured notes. (See Note 6 of the fourth quarter consolidated
        financial statements).
    (3) Does not include the impact of the US$ conversion of ERCO's Port
        Edwards, Wisconsin chloralkali facility which is anticipated to cost
        US$130.0 million in aggregate, of which $49.8 million
        (US$43.4 million) was incurred in 2008, (US$44.8 million
        cumulatively) with the remaining costs expected in 2009.
    

    Superior has interest rate swaps with a single counterparty to manage the
interest rate mix of its total debt portfolio and related overall cost of
borrowing. Superior manages its overall liquidity risk in relation to its
general funding requirements by utilizing a mix of short-term and longer-term
maturity debt instruments. Superior reviews its mix of short-term and
longer-term debt instruments on an on-going basis to ensure it is able to meet
its liquidity requirements.
    Superior utilizes a variety of counterparties in relation to its
derivative and non-financial derivative instruments in order to mitigate its
counterparty risk. Superior assesses the credit worthiness of its significant
counterparties at the inception and throughout the term of a contract.
Superior is also exposed to customer credit risk. Superior Propane and Winroc
deal with a large number of small customers, thereby reducing this risk. ERCO,
due to the nature of its operations, sells its products to a relatively small
number of customers. ERCO mitigates its customer credit risk by actively
monitoring the overall credit worthiness of its customers. SEM has minimal
exposure to customer credit risk as local natural gas and electricity
distribution utilities have been mandated, for a nominal fee, to provide SEM
with invoicing, collection and the assumption of bad debts risk for
residential and small commercial customers. SEM actively monitors the credit
worthiness of its industrial customers.
    For additional details on Superior's financial instruments, including the
amount and classification of gains and losses recorded in Superior's fourth
quarter Consolidated Financial Statements and significant assumptions used in
the calculation of the fair value of Superior's financial instruments see Note
8 to the fourth quarter Consolidated Financial Statements.
    In the normal course of business, Superior is subject to lawsuits and
claims. Superior believes the resolution of these matters will not have a
material adverse effect, individually or in the aggregate, on Superior's
liquidity, consolidated financial position or results of operations. Superior
records costs as they are incurred or when they become determinable.

    Critical Accounting Policies and Estimates

    Superior's unaudited fourth quarter Consolidated Financial Statements
have been prepared in accordance with Canadian GAAP. The significant
accounting policies are described in the Consolidated Financial Statements,
see Note 2 on pages 49 to 55 of the 2007 annual report. Certain of these
accounting policies, as well as estimates made by management in applying such
policies, are recognized as critical because they require management to make
subjective or complex judgments about matters that are inherently uncertain.
Our critical accounting estimates relate to the allowance for doubtful
accounts, employee future benefits, future income tax assets and liabilities,
the valuation of derivatives and non-financial derivatives and asset
impairments and the assessment of potential asset retirement obligations.

    Changes in Accounting Policies

    Inventory
    On January 1, 2008, Superior adopted CICA Handbook Section 3031
Inventory. This section provides increased guidance on the determination of
the cost and financial statement presentation of inventory. The implementation
of Section 3031 impacts the calculation of the cost of inventory at ERCO
Worldwide, due to the requirement to inventory the cost of certain fixed
overhead items, principally, the amortization of property, plant and
equipment. Additionally, Section 3031 requires that amortization that is
inventoried be classified as a component of costs of product sold. Previously,
all amortization was expensed and classified on the income statement as
amortization. Superior adopted Section 3031 retrospectively, but did not
restate prior periods. Accordingly, Superior increased the carrying value of
its inventory as at January 1, 2008 by $1.2 million, with a corresponding
decrease to Superior's opening accumulated deficit; comparative earnings and
inventory balances for prior periods have not been restated.

    Financial Instruments - Disclosure and Presentation
    On January 1, 2008, Superior adopted CICA Handbook Section 3862 Financial
Instruments - Disclosures and Handbook Section 3863 Financial Instruments -
Presentation. These standards provide enhanced disclosure and presentation
requirements, with an increased emphasis on disclosures about the nature and
extent of risks arising from financial instruments and how the entity manages
these risks.

    Capital Disclosures
    On January 1, 2008, Superior adopted CICA Handbook Section 1535 Capital
Disclosures. This section requires the disclosure of (i) Superior's
objectives, policies and processes for managing capital; (ii) quantitative
data about what Superior regards as capital; (iii) whether Superior has
complied with any capital requirements; and (iv) if Superior has not complied,
the consequences of such non-compliance.

    Future Accounting Changes

    Goodwill and Intangible Assets
    In February 2008, the CICA issued Handbook Section 3064, Goodwill and
Intangible Assets, replacing Handbook Section 3062, Goodwill and Other
Intangible Assets and Handbook Section 3450, Research and Development Costs.
The purpose of Section 3064 is to provide more specific guidance on the
recognition of internally developed intangible assets and requires that
research and development expenditures be evaluated against the same criteria
as expenditures for intangible assets. The Section harmonizes Canadian GAAP
with IFRS and applies to annual and interim financial statements relating to
fiscal years beginning on or after October 1, 2008. Superior does not
anticipate that this Section will have a material impact on its consolidated
financial statements.

    International Financial Reporting Standards
    The Accounting Standards Board of Canada (AcSB) has announced plans that
will require the convergence of Canadian GAAP with International Financial
Reporting Standards (IFRS) for publicly accountable enterprises, including
Superior Plus Corp. The changeover date from Canadian GAAP to IFRS is for
annual and interim financial statements relating to fiscal years beginning on
or after January 1, 2011.
    During 2008, Superior formed an IFRS project team to develop an IFRS
transition plan. Superior's approach is to assess and coordinate ongoing
training requirements in conjunction with the development of a comprehensive
diagnostic/planning document throughout the first and second quarters of 2009.
Superior's diagnostic plan will include the assessment of differences between
Canadian GAAP and IFRS, options available under IFRS, potential system
requirements as a result of the adoption of IFRS, and the impact on internal
controls and other business activities. Upon completion of a comprehensive
diagnostic, Superior will focus its efforts on the development and execution
of a detailed IFRS transition plan.
    At this time, Superior is unable to reasonably estimate the impact that
the adoption of IFRS may have on its future operating results or financial
position. Superior's preliminary assessment of areas that may have a
significant impact upon adoption of IFRS consist of, but may not be limited
to:

    
    -   Property, plant and equipment may be impacted by the requirement to
        record, disclose and amortize on the basis of material components;
    -   Employee future benefit obligations will be impacted as IFRS does not
        allow the deferral of certain actuarial gains and losses which are
        currently deferred under Canadian GAAP;
    -   Asset impairments recorded in prior years, under certain
        circumstances, are eligible to be reversed under IFRS;
    -   The classification of financial statement items may differ under
        IFRS; and
    -   Financial statement disclosures under IFRS tend to be more robust
        than those under Canadian GAAP.

    Superior will continue to assess the impact of IFRS throughout 2009,
including the impact on its consolidated financial statements, financial
reporting systems and internal control systems.

    Quarterly Financial and Operating Information

    -------------------------------------------------------------------------
                                                      2008
    (millions of dollars except                      Quarter
     per share amounts)              Fourth      Third     Second      First
    -------------------------------------------------------------------------
    Propane sales volumes
     (millions of litres)               390        244        274        469
    Chemical sales volumes
     (thousands of metric tonnes)       160        188        188        191
    Natural gas sales volumes
     (millions of GJs)                    8          8          8          9
    Electricity sales volumes
     (millions of KWh)                   28         18         14         10
    Gross profit                      193.1      152.8      153.3      169.9
    Net earnings (loss) from
     continuing operations            (19.9)    (203.9)     164.3      127.2
    Net earnings (loss)               (19.9)    (203.9)     164.3      127.2
    Per share from continuing
     operations, basic               $(0.23)    $(2.31)     $1.86      $1.44
    Per share from continuing
     operations, diluted             $(0.23)    $(2.31)     $1.86      $1.44
    Per share, basic                 $(0.23)    $(2.31)     $1.86      $1.44
    Per share, diluted               $(0.23)    $(2.31)     $1.86      $1.44
    Adjusted operating cash flow       65.0       33.5       38.1       55.7
    Per share, basic                  $0.74      $0.38      $0.43      $0.63
    Per share, diluted                $0.74      $0.38      $0.43      $0.63
    Net working capital(1)            168.9      252.2      231.4      273.9
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                                      2007
    (millions of dollars except                      Quarter
     per share amounts)              Fourth      Third     Second      First
    -------------------------------------------------------------------------
    Propane sales volumes
     (millions of litres)               416        256        280        477
    Chemical sales volumes
     (thousands of metric tonnes)       194        187        193        194
    Natural gas sales volumes
     (millions of GJs)                    9          9          9         10
    Electricity sales volumes
     (millions of KWh)                    -          -          -          -
    Gross profit                      185.8      145.9      144.4      185.7
    Net earnings (loss) from
     continuing operations             64.5      (25.9)     (25.5)     106.3
    Net earnings (loss)                64.5      (26.9)     (25.5)     107.7
    Per share from continuing
     operations, basic                $0.74     $(0.30)    $(0.30)     $1.24
    Per share from continuing
     operations, diluted              $0.74     $(0.30)    $(0.30)     $1.24
    Per share, basic                  $0.74     $(0.31)    $(0.30)     $1.26
    Per share, diluted                $0.74     $(0.31)    $(0.30)     $1.26
    Adjusted operating cash flow       64.9       30.3       21.7       62.6
    Per share, basic                  $0.74      $0.35      $0.25      $0.73
    Per share, diluted                $0.74      $0.35      $0.25      $0.73
    Net working capital(1)            173.0      141.9      134.1      162.7
    -------------------------------------------------------------------------
    (1) Net working capital reflects amounts as at the quarter end and is
        comprised of cash and cash equivalents, accounts receivable and
        inventories, less bank indebtedness, accounts payable and accrued
        liabilities.
    


    Reconciliation of Net Earnings (Loss) to EBITDA from Operations(1)(2)
    -------------------------------------------------------------------------
    For the three months           Superior
    ended December 31, 2008         Propane       ERCO     Winroc        SEM
    -------------------------------------------------------------------------
    Net earnings (loss) from
    continuing operations             33.2       18.9       12.3      (70.5)
    Add: Amortization of property,
    plant and equipment,
    intangible assets and
    accretion of convertible
    debenture issue costs         1.1        2.4        1.2        0.1
    Amortization included
    in cost of sales                -       10.1          -          -
    Superior Propane non-cash
    pension expense               0.5          -          -          -
    Unrealized (gains) losses
    on financial instruments      4.5        1.5          -       68.9
    -------------------------------------------------------------------------
    EBITDA from operations             39.3       32.9       13.5       (1.5)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
    For the three months           Superior
    ended December 31, 2007         Propane       ERCO     Winroc        SEM
    -------------------------------------------------------------------------
    Net earnings (loss) from
    continuing operations             39.5        0.8        9.5       32.2
    Add: Amortization of property,
    plant and equipment,
    intangible assets and
    accretion of convertible
    debenture issue costs         2.0       11.1        1.0          -
    Superior Propane non-cash
    pension expense               0.6          -          -          -
    Unrealized (gains) losses
    on financial instruments     (3.0)      11.2          -      (29.4)
    Strategic plan costs             -        3.6          -          -
    -------------------------------------------------------------------------
    EBITDA from operations             39.1       26.7       10.5        2.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
    For the year ended             Superior
    December 31, 2008               Propane       ERCO     Winroc        SEM
    -------------------------------------------------------------------------
    Net earnings from continuing
    operations                        75.2       90.3       33.0      (61.0)
    Add: Amortization of property,
    plant and equipment,
    intangible assets and
    accretion of  convertible
    debenture issue costs        12.4        6.5        4.4        0.3
    Amortization included in
    cost of sales                   -       38.9          -          -
    Superior Propane non-cash
    pension expense               2.4          -          -          -
    Unrealized (gains) losses
    on financial instruments      6.8      (15.2)         -       67.2
    Strategic plan costs             -       (4.0)         -          -
    -------------------------------------------------------------------------
    EBITDA from operations             96.8      116.5       37.4        6.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
    For the year ended             Superior
    December 31, 2007               Propane       ERCO     Winroc        SEM
    -------------------------------------------------------------------------
    Net earnings (loss) from
    continuing operations             83.9       38.8       32.5       18.6
    Add: Amortization of property,
    plant and equipment,
    intangible assets and
    accretion of convertible
    debenture issue costs        15.7       42.6        4.2          -
    Management internalization
    costs                           -          -          -          -
    Superior Propane non-cash
    pension expense               1.7          -          -          -
    Unrealized (gains) losses
    on financial instruments     (2.3)       5.5          -       (6.9)
    Strategic plan costs           0.4        4.9          -        0.4
    -------------------------------------------------------------------------
    EBITDA  from operations            99.4       91.8       36.7       12.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) See the fourth quarter Consolidated Financial Statements for net
    earnings (loss), amortization of property, plant and equipment,
    intangible assets and accretion of convertible debenture issue costs,
    tax expense (recovery), management internalization costs, non-cash
    pension expense and unrealized (gains) losses on financial
    instruments.
    (2) See "Non-GAAP Financial Measures" for additional details.


    Risk Factors to Superior

    The risks factors and uncertainties detailed below are a summary of
Superior's assessment of its material risk factors as identified in Superior's
2007 Annual Information Form under the heading "Risk Factors". For a detailed
discussion of these risks see Superior's 2007 Annual Information Form filed on
the Canadian Securities Administrator's website, www.sedar.com and Superior's
website, www.superiorplus.com.

    Risks to Superior

    Superior is entirely dependent upon the operations and assets of Superior
LP. Superior's ability to make dividend payments to shareholders is dependent
upon the ability of Superior LP to make distributions on its outstanding
limited partnership units as well as the operations and business of Superior
LP.
    Although Superior intends to distribute the income allocated from
Superior LP, less the amount of its expenses, indebtedness and other
obligations and less amounts, if any, Superior pays in connection with the
redemption of common shares, there is no assurance regarding the amounts of
cash to be distributed by Superior LP or generated by Superior LP and
therefore funds available for dividends to shareholders. The actual amount
distributed in respect of the limited partnership units will depend on a
variety of factors including, without limitation, the performance of Superior
LP's operating businesses, the effect of acquisitions or dispositions on
Superior LP, and other factors that may be beyond the control of Superior LP
or Superior. In the event significant sustaining capital expenditures are
required by Superior LP or the profitability of Superior LP declines, there
would be a decrease in the amount of cash available for dividends to
shareholders and such decrease could be material.
    Superior's dividend policy and the distribution policy of Superior LP are
subject to change at the discretion of the board of directors of Superior or
the board of directors of Superior General Partner Inc., the General Partner
of Superior LP, as applicable. Superior's dividend policy and the distribution
policy of Superior LP are also limited by contractual agreements including
agreements with lenders to Superior and its affiliates and by restrictions
under corporate law.
    The credit facilities of Superior LP contain covenants that require
Superior LP to meet certain financial tests and that restrict, among other
things, the ability of Superior LP to incur additional debt, dispose of assets
or pay dividends/distributions in certain circumstances. These restrictions
may preclude Superior LP from returning capital or making distributions on the
limited partnership units.
    The payout by Superior LP of substantially all of its available cash flow
means that capital expenditures to fund growth opportunities can only be made
in the event that other sources of financing are available. Lack of access to
such additional financing could limit the future growth of the business of
Superior LP and, over time, have a material adverse effect on the amount of
cash available for dividends to Shareholders.
    To the extent that external sources of capital, including public and
private markets, become limited or unavailable, Superior's and Superior LP's
ability to make the necessary capital investments to maintain or expand the
current business and to make necessary principal payments, uncertainties and
assumptions under its term credit facilities may be impaired.
    Superior maintains a substantial floating interest rate exposure through
a combination of floating interest rate borrowings and the use of derivative
instruments. Demand levels for approximately half of Superior Propane's sales
and substantially all of ERCO and Winroc's sales are affected by general
economic trends. Generally speaking, when the economy is strong, interest
rates increase as does sales demand from Superior's customers, thereby
increasing Superior's ability to pay higher interest costs and vice versa. In
this way, there is a common relationship between economic activity levels,
interest rates and Superior's ability to pay higher or lower rates.
    A portion of Superior's net cash flows are denominated in US dollars.
Accordingly, fluctuations in the Canadian/US dollar exchange rate can impact
profitability.
    The timing and amount of capital expenditures incurred by Superior LP or
by its subsidiaries will directly affect the amount of cash available to
Superior for dividends to shareholders. Dividends may be reduced, or even
eliminated, at times when significant capital expenditures are incurred or
other unusual expenditures are made.
    If the board of directors of Superior decides to issue additional common
shares, preferred shares or securities convertible into common shares,
existing shareholders may suffer significant dilution.
    Superior is or may be exposed to third-party credit risk relating to any
obligations of Ballard that are not transferred, or if transferred, from which
obligations Superior has not been released. Superior has, through the
contractual provisions in the Arrangement Agreement, the indemnity agreement
and the divestiture agreement contemplated thereby, and through securing
certain insurance coverage, attempted to ensure that the liabilities and
obligations relating to the business of Ballard are transferred to and assumed
by New Ballard, that Superior is released from any such obligations and, even
where such transfer or release is not effective or is not obtained, Superior
is indemnified by New Ballard for all such obligations. However, in the event
New Ballard fails or is unable to meet such contractual obligations to
Superior and to the extent any applicable insurance coverage is not available,
Superior may be liable for such obligations which could have a material
adverse effect on the business, financial condition and results of operations
of Superior.
    Although Superior has conducted investigations of, and engaged legal
counsel to review, the corporate, legal, financial and business records of
Ballard and attempted to ensure, through the contractual provisions in the
agreement entered into with Ballard in connection with Superior's corporate
conversion (the Arrangement Agreement), the indemnity agreement and the
divestiture agreement, and through securing certain insurance coverage, that
the liabilities and obligations relating to the business of Ballard are
transferred to and assumed by the new corporation which continued to carry on
Ballard's business (New Ballard), there may be liabilities or risks that
Superior may not have uncovered in its due diligence investigations, or that
may have an unanticipated material adverse effect on Superior. These
liabilities and risks could have, individually or in the aggregate, a material
adverse effect on the business, financial condition and results of operations
of Superior.
    The steps under the plan of arrangement pursuant to which the corporate
conversion was completed (the Plan of Arrangement) were structured to be
tax-deferred to the Fund and Fund unitholders based certain proposals to
facilitate tax deferred conversions of certain mutual fund trusts into taxable
Canadian corporations (the SIFT Reorganization Amendments) proposed by the
Department of Finance on July 14, 2008. Although there has been no suggestion
that the Department of Finance is not committed to passing the SIFT
Reorganization Amendments with its originally proposed effective date of July
14, 2008, if the SIFT Reorganization Amendments are not passed in their
current form or other legislation or amendments to existing legislation are
proposed or announced, there is a risk that the tax consequences contemplated
by the Fund or the tax consequences of the Plan of Arrangement to the Fund and
the unitholders may be materially different from the tax consequences
described in the Plan of Arrangement. While Superior is confident in its
position, there is a possibility that the Canada Revenue Agency could
successfully challenge the tax consequences of the Plan of Arrangement or
prior transactions of Ballard, or that legislation could be enacted or amended
resulting in different tax consequences from those contemplated in the Plan of
Arrangement for Superior. Such a challenge or legislation could potentially
affect the availability or amount of the tax basis or other tax accounts of
Superior.

    Risks to the Businesses

    Superior Propane

    Propane is sold in competition with other energy sources such as fuel
oil, electricity and natural gas, along with alternative energy sources that
are currently under development. In addition to competition from other energy
sources, Superior Propane competes with other retail marketers. Superior
Propane's ability to remain an industry leader depends on its ability to
provide reliable service at competitive selling prices.
    Weather and general economic conditions affect propane market volumes.
Weather influences the demand for propane primarily for space heating uses and
also for agricultural applications.
    The trend towards increased conservation measures and technological
advances in energy efficiency may have a detrimental effect on propane demand
and Superior Propane's sales. Further, increases in the cost of propane
encourage customers to conserve fuel and to invest in more energy-efficient
equipment, reducing demand. Changes in propane supply costs are normally
passed through to customers, but timing lags (the time between when Superior
Propane purchases the propane and when the customer purchases the propane) may
result in positive or negative gross margin fluctuations.
    Superior Propane offers its customers various fixed-price propane
programs. In order to mitigate the price risk from offering these services,
Superior Propane uses its physical inventory position, supplemented by forward
commodity transactions with various third parties having terms and volumes
substantially the same as its customers' contracts. In periods of high propane
price volatility the fixed price programs create exposure to over or under
supply positions as the demand from customers may significantly exceed or fall
short of supply procured. In addition, if propane prices decline significantly
subsequent to customers signing up for a fixed price program there is a risk
that customers will default on their commitments.
    Superior Propane's operations are subject to the risks associated with
handling, storing and transporting propane in bulk. Slight quantities of
propane may also be released during transfer operations. To mitigate risks,
Superior Propane has established a comprehensive program directed at
environmental, health and safety protection. This program consists of an
environmental policy, codes of practice, periodic self-audits, employee
training, quarterly and annual reporting and emergency prevention and
response.
    Approximately 22% of Superior Propane's employees are unionized.
Collective bargaining agreements are renegotiated in the normal course of
business.

    ERCO

    ERCO competes with sodium chlorate, chloralkali and potassium producers
on a worldwide basis. Key competitive factors include price, product quality,
logistics capability, reliability of supply, technical capability and service.
The end-use markets for ERCO's products are correlated to the general economic
environment and the competitiveness of its customers, all of which are outside
of its control.
    ERCO has long-term electricity contracts or electricity contracts that
renew automatically with power producers in each of the jurisdictions where
its plants are located. There is no assurance that ERCO will continue to be
able to secure adequate supplies of electricity at reasonable prices or on
acceptable terms.
    Potassium Chloride (KCl) is a major raw material used in the production
of potassium hydroxide at ERCO's Port Edwards, Wisconsin facility.
Substantially all of ERCO's KCl is received from Potash Corporation of
Saskatchewan (Potash). ERCO currently has a limited ability to source KCl from
additional suppliers.
    ERCO is exposed to fluctuations in the US dollar and the euro to the
Canadian dollar.
    ERCO's operations involve the handling, production, transportation,
treatment and disposal of materials that are classified as hazardous and are
regulated by environmental and health and safety laws, regulations and
requirements. The potential exists for the release of highly toxic and lethal
substances, including chlorine. Equipment failure could result in damage to
facilities, death or injury and liabilities to third parties. If at any time
the appropriate regulatory authorities deem any of the facilities unsafe, they
may order that such facilities be shut down.
    ERCO's operations and activities in various jurisdictions require
regulatory approvals for the handling, production, transportation and disposal
of chemical products and waste substances. The failure to obtain or comply
fully with such applicable regulatory approvals may materially adversely
affect ERCO.
    Approximately 25% of ERCO employees are unionized. Collective bargaining
agreements are renegotiated in the normal course of business.

    Winroc

    Winroc competes with other specialty construction distributors servicing
the builder/contractor market, in addition to big-box home centres and
independent lumber yards. Winroc's ability to remain competitive depends on
its ability to provide reliable service at competitive prices.
    Demand for walls and ceilings building materials is affected by changes
in general and local economic factors including demographic trends, employment
levels, interest rates, consumer confidence and overall economic growth. These
factors in turn impact the level of existing housing sales, new home
construction, new non-residential construction, and office/commercial space
turnover, all of which are significant factors in the determination of demand
for Winroc's products and services.
    Approximately 8% of Winroc's employees are unionized. Collective
bargaining agreements are renegotiated in the normal course of business.

    SEM

    New entrants in the energy retailing business may enter the market and
compete directly for the customer base that SEM targets, slowing or reducing
its market share.
    SEM purchases natural gas to meet its estimated commitments to its
customers based upon their historical consumption. Depending on a number of
factors, including weather, customer attrition and poor economic conditions
affecting commercial customers' production levels, customers' combined natural
gas consumption may vary from the volume purchased. This variance must be
reconciled and settled at least annually and may require SEM to purchase or
sell natural gas at market prices which may have an adverse impact on the
results of this business. To mitigate balancing risk, SEM closely monitors its
balancing position and takes measures such as adjusting gas deliveries and
transferring gas between pools of customers, so that imbalances are minimized.
In addition, SEM maintains a reserve for potential balancing costs. The
reserve is reviewed on a monthly basis to ensure that it is sufficient to
absorb any losses that might arise from balancing.
    SEM matches its customers' estimated electricity requirements by entering
into electricity swaps in advance of acquiring customers. Depending on several
factors, including weather, customers' energy consumption may vary from the
volumes purchased by SEM. SEM is able to invoice existing commercial
electricity customers for balancing charges when the amount of energy used is
greater than or less than 10% of the amount of energy that SEM estimated. In
certain circumstances, there can be balancing issues for which SEM is
responsible when customer aggregation forecasts are not realized.
    SEM resources its fixed-price term natural gas sales commitments by
entering into various physical natural gas and US dollar foreign exchange
purchase contracts for similar terms and volumes to create an effective
Canadian dollar fixed-price cost of supply. SEM transacts with nine financial
and physical natural gas counterparties. There can be no assurance that any of
these counterparties will not default on any of their obligations to SEM.
However, the financial condition of each counterparty is evaluated and credit
limits are established to minimize SEM's exposure to this risk. There is also
a risk that supply commitments and foreign exchange positions may become
unmatched; however, this is monitored daily in compliance with SEM's risk
management policy.
    SEM must retain qualified sales agents in order to properly execute its
business strategy. The continued growth of SEM is reliant on the services of
agents to sign up new customers. There can be no assurance that competitive
conditions will allow these agents to achieve these customer additions. Lack
of success in the marketing programs of SEM would limit future growth of the
cash flow.
    SEM operates in the highly regulated energy industry in Ontario, British
Columbia and Quebec. Changes to existing legislation could impact this
business's operations. As part of the current regulatory framework, local
delivery companies are mandated to perform certain services on behalf of SEM,
including invoicing, collection, assuming specific bad debt risks and storage
and distribution of natural gas. Any elimination or changes to these rules
could have a significant adverse effect on the results of this business.
    In November of 2008, Ontario MPP David Ramsay's private members Bill 131
was introduced and passed second reading. The bill was scheduled to go the
Ontario Provincial Parliament's Standing Committee on Regulations and Private
Bills in February 2009. If it were to pass through committee and pass third
reading, it could receive Royal Assent. The bill contains several consumer
protection measures, such as the requirement for a written re-affirmation with
the customer. The bill, if passed, could negatively impact the acquisition of
residential natural gas and power customers in Ontario.


    
    SUPERIOR PLUS CORP. (formerly Superior Plus Income Fund)
    Consolidated Balance Sheets

    As at December 31
    (millions of dollars)                                  2008         2007
    -------------------------------------------------------------------------
    Assets
    Current Assets
      Cash and cash equivalents                            16.1         14.1
      Accounts receivable and other (Note 5 and 8)        246.8        265.8
      Future income tax asset (Note 9)                     65.9            -
      Inventories                                         136.5        105.2
      Current portion of unrealized gains on financial
       instruments (Note 8)                                42.0         48.0
    -------------------------------------------------------------------------
                                                          507.3        433.1

    Property, plant and equipment                         553.8        514.4
    Customer acquisition costs                             17.7         17.4
    Intangible assets                                      28.8         23.5
    Goodwill                                              472.7        451.8
    Accrued pension asset                                  19.5         21.9
    Future income tax asset (Note 9)                      319.0         20.3
    Long-term portion of unrealized gains on financial
     instruments (Note 8)                                 108.1         60.4
    -------------------------------------------------------------------------

                                                        2,026.9      1,542.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Liabilities and Shareholders' Equity
    Current Liabilities
      Accounts payable and accrued liabilities            230.5        212.1
      Current portion of term loans (Note 6)               13.0          3.9
      Distributions and interest payable to shareholders
       and debentureholders                                 0.7         12.1
      Current portion of deferred credit (Note 9)          63.3            -
      Current portion of unrealized losses on
       financial instruments (Note 8)                      87.8         51.1
    -------------------------------------------------------------------------
                                                          395.3        279.2

    Revolving term bank credits and term loans (Note 6)   462.8        334.1
    Convertible unsecured subordinated debentures
     (Note 7)                                             241.7        240.0
    Future employee benefits                               18.0         18.5
    Deferred credit (Note 9)                              244.4            -
    Long-term portion of unrealized losses on
     financial instruments (Note 8)                        90.5         54.3
    -------------------------------------------------------------------------
    Total Liabilities                                   1,452.7        926.1

    Shareholders' Equity
      Shareholders' capital (Note 10)                   1,375.7      1,366.8

      Accumulated deficit                                (803.1)      (729.8)
      Accumulated other comprehensive income (loss)
       (Note 10)                                            1.6        (20.3)
    -------------------------------------------------------------------------
                                                         (801.5)      (750.1)
    -------------------------------------------------------------------------
    Total Shareholders' Equity                            574.2        616.7
    -------------------------------------------------------------------------

                                                        2,026.9      1,542.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (See Notes to the Fourth Quarter Consolidated Financial Statements)


    SUPERIOR PLUS CORP. (formerly Superior Plus Income Fund)
    Consolidated Statements of Net Earnings (Loss), Comprehensive Income
    (Loss) and Deficit

    -------------------------------------------------------------------------
    (unaudited, millions of     Three months ended                Year ended
     dollars except per                December 31               December 31
     trust unit amounts)         2008         2007         2008         2007
    -------------------------------------------------------------------------
    Revenues                    658.5        670.5      2,487.3      2,350.5
    Cost of products sold
     (Note 1(b))               (462.4)      (480.7)    (1,860.1)    (1,676.9)
    Realized gains (losses)
     on financial instruments
     (Note 8)                    (3.0)        (4.0)        41.9        (11.8)
    -------------------------------------------------------------------------
    Gross profit                193.1        185.8        669.1        661.8
    -------------------------------------------------------------------------

    Expenses
      Operating and
       administrative           131.0        112.4        470.8        439.7
      Amortization of property,
       plant and equipment
       (Note 1(b))                3.3         13.0         18.3         57.6
      Amortization of
       intangible assets          1.5          1.1          5.3          4.9
      Interest on revolving
       term bank credits and
       term loans                 5.5          6.5         23.7         25.2
      Interest on convertible
       unsecured subordinated
       debentures                 3.6          4.2         14.8         19.5
      Accretion of convertible
       debenture issue costs      0.3          1.1          1.4          2.8
      Gain on disposal of
       facility                     -            -         (4.0)           -
      Management internalization
       costs                        -            -            -          0.5
      Unrealized losses (gains)
       on financial instruments
       (Note 8)                  83.6        (26.3)        61.2         (2.7)
    -------------------------------------------------------------------------
                                228.8        112.0        591.5        547.5
    -------------------------------------------------------------------------

    Net earnings (loss) from
     continuing operations,
     before income taxes        (35.7)        73.8         77.6        114.3
    Income tax recovery
     (expense) (Note 9)          15.8         (9.3)        (9.9)         5.1
    -------------------------------------------------------------------------
    Net earnings (loss) from
     continuing operations      (19.9)        64.5         67.7        119.4
    Net earnings (loss) from
     discontinued operations
     (Note 3)                       -            -            -          0.4
    -------------------------------------------------------------------------
    Net Earnings (Loss)         (19.9)        64.5         67.7        119.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Net earnings (loss)         (19.9)        64.5         67.7        119.8
    Other comprehensive income
     (loss), net of tax:
      Unrealized foreign
       currency gains (losses)
       on translation of self-
       sustaining foreign
       operations                23.3         (1.4)        30.1        (13.6)
      Reclassification of
       derivative gains and
       losses previously
       deferred                  (0.8)        (2.8)        (8.2)        11.3
    -------------------------------------------------------------------------
    Comprehensive Income (Loss)   2.6         60.3         89.6        117.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Deficit, Beginning of
     Period                    (747.4)      (760.2)      (729.8)      (714.7)
    Cumulative impact of
     adopting new accounting
     requirements for inventory
     (Note 1(b))                    -            -          1.2            -
    Net earnings (loss)         (19.9)        64.5         67.7        119.8
    Dividends/Distributions
     to Shareholders            (35.8)       (34.1)      (142.2)      (134.9)
    -------------------------------------------------------------------------
    Deficit, End of Period     (803.1)      (729.8)      (803.1)      (729.8)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Net earnings (loss) per
     share from continuing
     operations, basic and
     diluted (Note 11)         $(0.23)       $0.74        $0.77        $1.38
    Net earnings (loss) per
     share from discontinued
     operations, basic and
     diluted (Note 11)              -            -            -            -
    Net earnings (loss) per
     share, basic and diluted
     (Note 11)                 $(0.23)       $0.74        $0.77        $1.38
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (See Notes to the Fourth Quarter Consolidated Financial Statements)



    SUPERIOR PLUS CORP. (formerly Superior Plus Income Fund)
    Consolidated Statements of Cash Flows

    -------------------------------------------------------------------------
                                Three months ended                Year ended
    (unaudited, millions               December 31               December 31
     of dollars)                 2008         2007         2008         2007
    -------------------------------------------------------------------------
    Operating Activities
    Net earnings (loss)        (19.9)         64.5         67.7        119.8
    Net earnings from
     discontinued operations       -             -            -         (0.4)
    Items not affecting cash:
      Amortization of property,
       plant and equipment,
       intangible assets and
       accretion of convertible
       debenture issue costs     5.1          15.2         25.0         65.3
      Amortization of customer
       acquisition costs          1.6          1.6          6.5          6.6
      Amortization included
       in cost of sales
       (Note 1(b))               10.1            -         38.9            -
      Pension expense             0.5          0.6          2.4          1.7
      Unrealized losses (gains)
       on financial instruments  83.6        (26.3)        61.2         (2.7)
      Future income tax
       expense (recovery)       (19.4)         7.4         (3.9)       (10.4)
    Customer acquisition
     costs                       (1.8)        (3.6)        (6.8)       (10.9)
    Proceeds on disposal
     of facility                    -            -         (4.0)           -
    Decrease (increase) in
     non-cash operating
     working capital items       (6.3)       (50.2)        20.6        (34.7)
    -------------------------------------------------------------------------
    Cash flows from operating
     activities                  53.5          9.2        207.6        134.3
    -------------------------------------------------------------------------

    Investing Activities
      Purchase of property,
       plant and equipment      (46.3)        (8.0)       (84.2)       (22.3)
      Proceeds on disposal of
       property, plant and
       equipment                  4.9          2.5          7.5          4.4
      Proceeds on disposal
       of facility                  -            -          4.0            -
      Transaction with Ballard
       Power Systems Inc.
       (Note 9)                 (46.3)           -        (46.3)           -
      Acquisitions (Note 4)         -         (2.9)       (24.5)        (4.3)
      Proceeds on sale of JW
       Aluminum Company
       (Note 3)                     -            -            -          1.4
    -------------------------------------------------------------------------
    Cash flows from investing
     activities                 (87.7)        (8.4)      (143.5)       (20.8)
    -------------------------------------------------------------------------

    Financing Activities
      Revolving term bank
       credits and term loans    (7.6)        73.9         82.6         38.4
      Repayment of 8%, Series
       I subordinated
       unsecured convertible
       debentures                   -            -            -         (8.1)
      Repayment of 8%, Series
       II subordinated
       unsecured convertible
       debentures                   -        (59.2)           -        (59.2)
      Net proceeds of accounts
       receivable sales
       program                  100.0         12.0            -          5.0
      Proceeds from
       distribution
       reinvestment program         -          8.0          8.9         25.3
      Receipt of management
       internalization loans
       receivable                   -            -            -          0.5
      Decrease in non-cash
       operating working
       capital                  (11.4)           -        (11.4)           -
      Distributions to
       unitholders              (35.8)       (34.1)      (142.2)      (134.9)
    -------------------------------------------------------------------------
    Cash flows from financing
     activities                  45.2          0.6        (62.1)      (133.0)
    -------------------------------------------------------------------------

    Net increase (decrease)
     in cash                     11.0          1.4          2.0        (19.5)
    Cash and cash equivalents,
     beginning of period          5.1         12.7         14.1         33.6
    -------------------------------------------------------------------------
    Cash and cash equivalents,
     end of period               16.1         14.1         16.1         14.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (See Notes to the Fourth Quarter Consolidated Financial Statements)



    Notes to Fourth Quarter Consolidated Financial Statements

    (unaudited, tabular amounts in millions of dollars, unless noted
    otherwise, except per share amounts)

    1. Accounting Policies

    (a) Organization and Basis of Presentation

    Superior Plus Corp. (Superior) is an incorporated entity under the Canada
    Business Corporations Act. Superior, directly and indirectly, owns 100%
    interest in Superior Plus LP. Superior does not conduct active business
    operations but rather distributes to shareholders the income it receives
    from Superior Plus LP in the form of partnership allocations, net of
    expenses and interest payable on the convertible unsecured subordinated
    debentures (the Debentures). Superior's investments in Superior Plus LP
    are financed by share capital and Debentures.

    On December 31, 2008, Superior Plus Income Fund (the Fund) completed a
    transaction with Ballard Power Systems Inc. (Ballard) which resulted in
    Superior converting from a publicly traded income trust to a publicly
    traded corporation. The transaction resulted in the unitholders of the
    Fund becoming shareholders of Superior with no substantive changes to the
    underlying business operations.

    The accompanying unaudited fourth quarter Consolidated Financial
    Statements have been prepared according to Canadian generally accepted
    accounting principles (GAAP), applied on a consistent basis, and include
    the accounts of Superior and its wholly owned subsidiaries. Superior Plus
    Corp. is considered a continuation of Superior Plus Income Fund; as such,
    these consolidated financial statements follow the continuity of
    interests method of accounting. Under the continuity of interests method
    of accounting, Superior's transfer of the assets, liabilities and equity
    from the Fund to Superior are recorded at their net book values as at
    December 31, 2008. As a result of the application of the continuity of
    interests method of accounting, certain terms such as
    shareholder/unitholder and dividend/distribution may be used
    interchangeably throughout these Consolidated Financial Statements. For
    the years ended December 31, 2008 and 2007 all dividends/distributions to
    shareholders/unitholders were in the form of trust unit distributions.
    These unaudited fourth quarter Consolidated Financial Statements do not
    conform in all respects to the note disclosure requirement of GAAP for
    annual financial statements as certain information and disclosures
    included in the annual financial statements notes have been condensed or
    omitted. These fourth quarter Consolidated Financial Statements and notes
    thereto should be read in conjunction with Superior's financial
    statements for the year ended December 31, 2007, except as noted in Note
    1(b). All significant transactions and balances between Superior and
    Superior's subsidiaries have been eliminated on consolidation.

    (b) Changes in Accounting Policies

    Financial Instruments

    Inventory

    On January 1, 2008, Superior adopted CICA Handbook Section 3031
    Inventory. This section provides increased guidance on the determination
    of the cost and financial statement presentation of inventory. The
    implementation of Section 3031 impacts the calculation of the cost of
    inventory at ERCO Worldwide, due to the requirement to inventory the cost
    of certain fixed overhead items, principally, the amortization of
    property, plant and equipment. Additionally, Section 3031 requires that
    amortization that is inventoried be classified as a component of costs of
    product sold. Previously, all amortization was expensed and classified on
    the income statement as amortization. Superior adopted Section 3031
    retrospectively, but did not restate prior periods. Accordingly, Superior
    increased the carrying value of its inventory as at January 1, 2008 by
    $1.2 million, with a corresponding decrease to Superior's opening
    accumulated deficit; comparative earnings and inventory balances for
    prior periods have not been restated.

    Financial Instruments - Disclosure and Presentation

    On January 1, 2008, Superior adopted CICA Handbook Section 3862 Financial
    Instruments - Disclosures and Handbook Section 3863 Financial Instruments
    - Presentation. These standards provide enhanced disclosure and
    presentation requirements, with an increased emphasis on disclosures
    about the nature and extent of risks arising from financial instruments
    and how the entity manages these risks.

    Capital Disclosures

    On January 1, 2008, Superior adopted CICA Handbook Section 1535 Capital
    Disclosures. This section requires the disclosure of (i) Superior's
    objectives, policies and processes for managing capital; (ii)
    quantitative data about what Superior regards as capital; (iii) whether
    Superior has complied with any capital requirements; and (iv) if Superior
    has not complied, the consequences of such non-compliance.

    (c) Future Accounting Changes

    Goodwill and Intangible Assets

    In February 2008, the CICA issued Handbook Section 3064, Goodwill and
    Intangible Assets, replacing Handbook Section 3062, Goodwill and Other
    Intangible Assets and Handbook Section 3450, Research and Development
    Costs. The purpose of Section 3064 is to provide more specific guidance
    on the recognition of internally developed intangible assets and requires
    that research and development expenditures be evaluated against the same
    criteria as expenditures for intangible assets. The Section harmonizes
    Canadian GAAP with IFRS and applies to annual and interim financial
    statements relating to fiscal years beginning on or after October 1,
    2008. Superior does not anticipate that this Section will have a material
    impact on its consolidated financial statements.

    International Financial Reporting Standards

    The Accounting Standards Board of Canada (AcSB) has announced plans that
    will require the convergence of Canadian GAAP with International
    Financial Reporting Standards (IFRS) for publicly accountable
    enterprises, including Superior. The changeover date from Canadian GAAP
    to IFRS is for annual and interim financial statements relating to fiscal
    years beginning on or after January 1, 2011. Superior is currently
    assessing the future impact of these new standards on its consolidated
    financial statements.

    (d) Business Segments

    Superior operates four distinct business segments: a propane distribution
    and related services business operating under the Superior Propane trade
    name; a specialty chemicals manufacturer operating under the ERCO
    Worldwide trade name (ERCO); a construction products distribution
    business operating under the Winroc trade name; and a fixed-price energy
    services business operating under the Superior Energy Management trade
    name (SEM). (See Note 12.)

    2. Seasonality of Operations

    Superior Propane

    Propane sales typically peak in the first quarter when approximately one-
    third of annual propane sales volumes and gross profits are generated due
    to the demand from heating end-use customers. They then decline through
    the second and third quarters rising seasonally again in the fourth
    quarter with heating demand. Similarly, net working capital levels are
    typically at seasonally high levels at the end of the first quarter, and
    normally decline to seasonally low levels in the second and third
    quarters. Net working capital levels are also significantly influenced by
    wholesale propane prices.

    Winroc

    Winroc's sales typically peak during the second and third quarters with
    the seasonal increase in building and remodeling activities. They then
    decline through the first and fourth quarters. Similarly, net working
    capital levels are typically at seasonally high levels during the second
    and third quarter, and normally decline to seasonally low levels in the
    first and fourth quarters.

    3. Disposition - JW Aluminum

    In July of 2006, Superior announced the results of its strategic review
    designed to maximize Unitholder value which included the decision to sell
    JWA in order to reduce debt levels and refocus its operations on its
    existing Canadian businesses. Accordingly, effective July 1, 2006, JWA's
    balance sheet, results of operations and cash flows were classified as
    discontinued operations on a retroactive basis.

    On December 7, 2006, Superior completed the sale of all the issued and
    outstanding shares of JWA on a cash and debt-free basis to Wellspring
    Capital Management LLC, for total consideration of $356.1 million (US
    $310.1 million), net of $4.9 million (US $4.3 million) in disposition
    costs. Final post closing adjustments were completed during 2007 and
    accordingly, $0.4 million in net earnings from discontinued operations
    for the twelve months ended December 31, 2007 were recorded. There was no
    impact on the balance sheet or the statement of cash flows for the period
    ended December 31, 2007.

    4. Acquisitions

    On June 4, 2008 Superior Propane acquired certain propane assets of
    Irving Oil Limited and Irving Oil Marketing Limited for consideration of
    $3.4 million.

    On May 9, 2008 Winroc acquired the shares of Fackoury's Building Supplies
    Ltd. and associated entities, a privately held gypsum and related
    products distributor, for consideration of $21.1 million (net of $2.2
    million in cash acquired).

    Using the purchase method of accounting for acquisitions, Superior
    consolidated the assets and liabilities from the acquisitions and
    included earnings as of the closing date. The allocation of the
    consideration paid for these acquisitions is as follows:

                                         Acquisition Acquisition
                                          of Propane          of
                                              Assets  Fackoury's       TOTAL
    -------------------------------------------------------------------------
    Cash consideration paid                      3.1        20.9        24.0
    Transaction costs                            0.3         0.2         0.5
    -------------------------------------------------------------------------
    Total consideration                          3.4        21.1        24.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Working capital, net                         0.4         3.8         4.2
    Property, plant and equipment                1.0         1.0         2.0
    Intangible asset                               -         1.3         1.3
    Goodwill                                     2.0        15.1        17.1
    Future income tax liability                    -        (0.1)       (0.1)
    -------------------------------------------------------------------------
                                                 3.4        21.1        24.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    During 2007, Winroc acquired the assets of two gypsum supply dealers, for
    consideration of $4.3 million.

    5. Accounts Receivable and Other

    Superior sells, with limited recourse, certain trade accounts receivable
    on a revolving basis to an entity sponsored by a Canadian chartered bank.
    The accounts receivable are sold at a discount to face value based on
    prevailing money market rates. Superior has retained the servicing
    responsibility for the accounts receivable sold and has therefore
    recognized a servicing liability. The level of accounts receivable sold
    under the program fluctuates seasonally with the level of accounts
    receivable. As at December 31, 2008 proceeds of $100.0 million (December
    31, 2007 - $100.0 million) had been received.

    Included in accounts receivable and other as at December 31, 2008 is
    $15.4 million (December 31, 2007 - $15.1 million) of prepaid expenses.

    A summary of accounts receivable and other is as follows:

                                                            2008        2007
    -------------------------------------------------------------------------
    Accounts receivable trade                              225.5       241.0
    Accounts receivable other                                5.9         9.7
    Prepaid expenses                                        15.4        15.1
    -------------------------------------------------------------------------
    Accounts receivable and other                          246.8       265.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    6.  Revolving Term Bank Credits and Term Loans

                            Year of    Effective Interest December  December
                           Maturity    Rate                31 2008   31 2007
    -------------------------------------------------------------------------
    Revolving term bank
     credits(1)

      Bankers Acceptances              Floating BA rate plus
        ("BA")                 2010     applicable credit    168.9      96.5
                                        spread
      LIBOR Loans                      Floating LIBOR rate
       (US$71.6 million; 2007  2010     plus applicable
       - US$66.7 million)               credit spread         90.1      65.9
    -------------------------------------------------------------------------
                                                             259.0     162.4
    -------------------------------------------------------------------------
    Other Debt
      Notes payable       2009-2010    Prime                   6.2       6.8
      Deferred
       consideration      2009-2010    Non-interest bearing    4.8       7.0
      Loan payable        2009-2014    6.3%                   11.8       5.2
      Mortgage payable
       (2007 -
       US$1.0 million)            -    7.53%                     -       1.0
    -------------------------------------------------------------------------
                                                              22.8      20.0
    -------------------------------------------------------------------------
    Senior Secured Notes

      Senior secured notes
       subject to floating
       interest rates
       (US$60.0 million;
       2007 -             2009-2015    Floating LIBOR         73.5      84.0
       US$85.0 million)(2)              rate plus 1.7%

      Senior secured notes
       subject to fixed
       interest rates
       (US$100.0 million;
       2007 - US$75.0
       million)(2)        2009-2015    6.65%                 122.4      74.1
    -------------------------------------------------------------------------
                                                             195.9     158.1
    -------------------------------------------------------------------------
    Total revolving term bank
     credits and term loans
     before deferred
     financing fees                                          477.7     340.5
    Deferred financing fees                                   (1.9)     (2.5)
    -------------------------------------------------------------------------
    Revolving term bank credits
     and term loans                                          475.8     338.0
    Current maturities                                       (13.0)     (3.9)
    -------------------------------------------------------------------------
    Revolving term bank credits
     and term loans                                          462.8     334.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Superior and its wholly-owned subsidiaries, Superior Plus US
        Holdings Inc. and Commercial e Industrial (Chile) Limitada, have
        revolving term bank credit borrowing capacity of $595.0 million.
        These facilities are secured by a general charge over the assets of
        Superior and certain of its subsidiaries. As at December 31, 2008,
        Superior had $41.5 million of outstanding letters of credit (December
        31, 2007 - $31.7 million). The fair value of Superior's revolving
        term bank credits and other debt approximates its carrying value as a
        result of the market based interest rates and the short-term nature
        of the underlying debt instruments.

    (2) Senior secured notes (the Notes) totaling US$160.0 million
        (CDN$195.9 million at December 31, 2008 and CDN$158.1 million at
        December 31, 2007) are secured by a general charge over the assets of
        Superior and certain of its subsidiaries. Principal repayments begin
        in 2009. Management has estimated the fair value of the Notes based
        on comparisons to treasury instruments with similar maturities,
        interest rates and credit risk profiles. The estimated fair value of
        the Notes at December 31, 2008 was CDN$208.0 million (December 31,
        2007 - CDN$163.8 million). In conjunction with the issue of the
        Notes, Superior swapped US$60.0 million (CDN $73.5 million) (December
        31, 2007 - US$85.0 million (CDN $84.0 million)) of the fixed rate
        obligation into a US dollar floating rate obligation. Additionally,
        at December 31, 2008, Superior has entered into US$60.0 million
        (December 31, 2007 - US$60.0 million) of foreign currency forward
        contracts in relation to future principal repayments at a rate of
        1.00 US to CDN dollar.

    Repayment requirements of the revolving term bank credits and term loans
    are as follows:

    -------------------------------------------------------------------------
    Current portion                                                     13.0
    Due in 2010                                                        266.7
    Due in 2011                                                         41.6
    Due in 2012                                                         41.7
    Due in 2013                                                         41.3
    Subsequent to 2013                                                  73.4
    -------------------------------------------------------------------------
    Total                                                              477.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    7. Convertible Unsecured Subordinated Debentures

    Superior has issued two series of Debentures denoted as 5.75% Series 1
    and 5.85% Series 1 as follows:

                                                                       Total
                                                     Unamortized    Carrying
                                Series 1    Series 1    Discount       Value
    -------------------------------------------------------------------------
                             December 31, October 31,
    Maturity date                   2012        2015
    Interest rate                  5.75%       5.85%
    Conversion price per share    $36.00      $31.25
    -------------------------------------------------------------------------
    Debentures outstanding at
     December 31, 2007             174.9        75.0        (3.3)      246.6
    Conversion and repayment/
     redemption of Debentures
     and accretion of discount
     during 2008                       -           -         1.0         1.0
    Deferred issue costs            (3.9)       (2.0)                   (5.9)
    -------------------------------------------------------------------------
    Debentures outstanding
     December 31, 2008             171.0        73.0        (2.3)      241.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Quoted market value
     December 31, 2008             141.7        52.5
    Quoted market value
     December 31, 2007             152.2        67.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    The Debentures may be converted into shares at the option of the holder
    at any time prior to maturity and may be redeemed by Superior in certain
    circumstances. Superior may elect to pay interest and principal upon
    maturity or redemption by issuing shares to a trustee in the case of
    interest payments, and to the debenture holders in the case of payment of
    principal. The number of any shares issued will be determined based on
    market prices for the shares at the time of issuance.

    8. Financial Instruments

    The fair value of a financial instrument is the amount of consideration
    that would be estimated to be agreed upon in an arm's length transaction
    between knowledgeable, willing parties who are under no compulsion to
    act. Fair values are determined by reference to quoted bid or asking
    prices, as appropriate, in the most advantageous active market for that
    instrument to which Superior has immediate access. Where bid and ask
    prices are unavailable, Superior uses the closing price of the most
    recent transaction of the instrument. In the absence of an active market,
    Superior estimates fair values based on prevailing market rates (bid and
    ask prices, as appropriate) for instruments with similar characteristics
    and risk profiles or internal or external valuation models, such as
    discounted cash flow analysis, using, to the extent possible, observable
    market-based inputs.

    Fair values determined using valuation models require the use of
    assumptions concerning the amount and timing of estimated future cash
    flows and discount rates. In determining those assumptions, Superior
    looks primarily to available readily observable external market inputs
    including factors such as interest rate yield curves, currency rates, and
    price and rate volatilities as applicable. With respect to the valuation
    of ERCO's fixed-price electricity agreements, the valuation of these
    agreements requires Superior to make assumptions about the long-term
    price of electricity in electricity markets for which active market
    information is not available. The impact of the assumption for the long-
    term forward price curve of electricity has a material impact on the fair
    value of these agreements. Any changes in the fair values of financial
    instruments classified or designated as held-for-trading are recognized
    in net income.

    Financial and Non-Financial Derivatives
    -------------------------------------------------------------------------
                                                              Fair     Fair
                                                             Value    Value
                                                             as at    as at
                                                Effective  December  December
    Description        Notional(1)   Term         Rate     31, 2008  31, 2007
    -------------------------------------------------------------------------
    Natural gas
     financial
     swaps-NYMEX       25.0 GJ(2)  2009-2011   USD$7.54/GJ    (33.5)    33.4
    Natural gas
     financial
     swaps-AECO        36.0 GJ(2)  2009-2014   CDN$7.93/GJ    (34.8)   (18.7)
    Foreign currency
     forward contracts,
     net              $53.2 USD(4) 2009-2015       1.11       (11.5)   (46.0)
    Interest rate
     swaps-USD        $60.0 USD(4) 2013-2015 Floating LIBOR    11.7      2.6
                                              rate plus 1.7%
    Propane wholesale
     purchase and sale
     contracts, net    5.2 USG(5)  2009-2010    $1.67/USG      (1.3)     5.5
    ERCO fixed-price
     electricity
     purchase agreement 45 MW(3)   2009-2017   $45-$52/MWh     42.1     26.6
    SEM electricity
     swaps             0.5 MWh(6)  2009-2014    $65.69/MWh     (0.9)    (0.4)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Notional values as at December 31, 2008
    (2) Millions of gigajoules purchased
    (3) Mega watts (MW) on a 24/7 continual basis per year purchase
    (4) Millions of dollars purchased
    (5) Millions of United States gallons purchased
    (6) Millions of mega watt hours (MWh)

    All financial and non-financial derivatives are designated as held for
    trading upon their initial recognition.

    -------------------------------------------------------------------------
                                 Current   Long-term     Current   Long-term
    Description                   Assets      Assets Liabilities Liabilities
    -------------------------------------------------------------------------
    Natural gas financial swaps
     - NYMEX and AECO                9.5         6.2        46.7        37.3
    SEM electricity swaps            0.1         0.8         0.9         0.9
    Foreign currency forward
     contracts, net                  7.7        53.9        20.8        52.3
    Interest rate swaps                -        11.7           -           -
    Propane wholesale purchase
     and sale contracts             18.1           -        19.4           -
    ERCO fixed-price power
     purchase agreements             6.6        35.5           -           -
    -------------------------------------------------------------------------
    As at December 31, 2008         42.0       108.1        87.8        90.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    As at December 31, 2007         48.0        60.4        51.1        54.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    -------------------------------------------------------------------------
                                             For the                 For the
                                  three months ended      three months ended
                                   December 31, 2008       December 31, 2007
                                Realized  Unrealized    Realized  Unrealized
                                    gain        gain        gain        gain
    Description                    (loss)      (loss)      (loss)      (loss)
    -------------------------------------------------------------------------
    Natural gas financial swaps
     - NYMEX and AECO               (1.8)      (67.7)       (5.1)       29.4
    SEM electricity swaps           (0.4)       (1.2)          -           -
    Foreign currency forward
     contracts, net                 (6.2)        9.0        (0.9)        0.4
    Interest rate swaps              0.6         8.7           -         3.2
    Propane wholesale purchase and
     sale contracts                    -        (4.5)          -         3.0
    ERCO fixed-price power purchase
     agreements                      4.8         0.7         2.0       (10.3)
    -------------------------------------------------------------------------
    Total realized and unrealized
     gains (losses) on financial
     and non-financial derivatives  (3.0)      (55.0)       (4.0)       25.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Foreign currency translation
     of senior secured notes           -       (26.3)          -         0.7
    Foreign currency translation
     of ERCO royalty assets            -        (2.3)          -        (0.1)
    -------------------------------------------------------------------------
    Total realized and unrealized
     gains (losses)                 (3.0)      (83.6)       (4.0)       26.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    -------------------------------------------------------------------------
                                  For the year ended      For the year ended
                                   December 31, 2008       December 31, 2007
                                Realized  Unrealized    Realized  Unrealized
                                    gain        gain        gain        gain
    Description                    (loss)      (loss)      (loss)      (loss)
    -------------------------------------------------------------------------
    Natural gas financial swaps
     - NYMEX and AECO               34.7       (66.7)      (14.9)        7.3
    SEM electricity swaps           (0.4)       (0.5)          -        (0.4)
    Foreign currency forward
     contracts, net                (16.4)       26.5        (4.5)      (33.3)
    Interest rate swaps              2.0         9.0           -         3.8
    Propane wholesale purchase
     and sale contracts                -        (6.8)          -         2.3
    ERCO fixed-price power
     purchase agreements            22.0        15.1         7.6        (0.7)
    -------------------------------------------------------------------------
    Total realized and unrealized
     gains (losses) on financial
     and non-financial
     derivatives                    41.9       (23.4)      (11.8)      (21.0)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Foreign currency translation
     of senior secured notes           -       (37.8)          -        27.7
    Foreign currency translation
     of ERCO royalty assets            -           -           -        (4.0)
    -------------------------------------------------------------------------
    Total realized and unrealized
     gains (losses)                 41.9       (61.2)      (11.8)        2.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Non-Derivative Financial Instruments

    Superior's accounts receivables have been designated as available for
    sale due to Superior's accounts receivable securitization program,
    Superior's accounts payable, distributions and interest payable to
    shareholders and debenture holders, revolving term bank credits and term
    loans and debentures have been designated as other liabilities. The
    carrying value of Superior's cash, accounts receivable, accounts payable,
    and distributions and interest payable to shareholders and debenture
    holders approximates their fair value due to the short-term nature of
    these amounts. The carrying value and the fair value of Superior's
    revolving term bank credits and term loans, and debentures, is provided
    in Notes 7 and 8 of the fourth quarter Consolidated Financial Statements.

    Financial Instruments - Risk Management

    Derivative and non-financial derivatives are used by Superior to manage
    its exposure to fluctuations in foreign currency exchange rates, interest
    rates and commodity prices. Superior assesses the inherent risks of these
    instruments by grouping derivative and non-financial derivatives related
    to the exposures these instruments mitigate. Superior's policy is not to
    use derivative or non-financial derivative instruments for speculative
    purposes. Superior does not formally designate its derivatives as hedges,
    as a result, Superior does not apply hedge accounting and is required to
    designate its derivatives and non-financial derivatives as held for
    trading.

    Effective 2008, SEM enters into natural gas financial swaps primarily
    with Constellation Energy Commodities Group Inc for distributor billed
    natural gas business in Canada to manage its economic exposure of
    providing fixed-price natural gas to its customers. Additionally, SEM
    continues to maintain its historical natural gas swap positions with
    seven additional counterparties. SEM monitors its fixed-price natural gas
    positions on a daily basis to monitor compliance with established risk
    management policies. SEM maintains a substantially balanced fixed-price
    natural gas position in relation to its customer supply commitments.

    SEM enters into electricity financial swaps with two counterparties to
    manage the economic exposure of providing fixed-price electricity to its
    customers. SEM monitors its fixed-price electricity positions on a daily
    basis to monitor compliance with established risk management policies.
    SEM maintains a substantially balanced fixed-price electricity position
    in relation to its customer supply commitments.

    ERCO has entered into fixed-price electricity purchase agreements to
    manage the economic exposure of certain of its chemical facilities to
    changes in the market price of electricity, in markets where the price of
    electricity is not fixed. Substantially all of the fair value with
    respect to these agreements is with a single counterparty.

    Superior Propane enters into various propane forward purchase and sale
    agreements with more than twenty counterparties to manage the economic
    exposure of its wholesale customer supply contracts. Superior Propane
    monitors its fixed-price propane positions on a daily basis to monitor
    compliance with established risk management policies. Propane maintains a
    substantially balanced fixed-price propane gas position in relation to
    its wholesale customer supply commitments.

    Superior, on behalf of its operating divisions, enters into foreign
    currency forward contracts with ten counterparties to manage the economic
    exposure of Superior's operations to movements in foreign currency
    exchange rates. SEM and Superior Propane contract a portion of their
    fixed-price natural gas, and propane purchases and sales in US dollars
    and enter into forward US dollar purchase contracts to create an
    effective Canadian dollar fixed-price purchase cost. ERCO Worldwide
    enters into US dollar forward sales contracts on an ongoing basis to
    mitigate the impact of foreign exchange fluctuations on sales margins on
    production from its Canadian plants that is sold in US dollars. Interest
    expense on Superior's US dollar debt is also used to mitigate the impact
    of foreign exchange fluctuations.

    Superior has interest rate swaps with a single counterparty to manage the
    interest rate mix of its total debt portfolio and related overall cost of
    borrowing. Superior manages its overall liquidity risk in relation to its
    general funding requirements by utilizing a mix of short-term and longer-
    term maturity debt instruments. Superior reviews its mix of short-term
    and longer-term debt instruments on an on-going basis to ensure it is
    able to meet its liquidity requirements.

    Superior utilizes a variety of counterparties in relation to its
    derivative and non-financial derivative instruments in order to mitigate
    its counterparty risk. Superior assesses the credit worthiness of its
    significant counterparties at the inception and throughout the term of a
    contract. Superior is also exposed to customer credit risk. Superior
    Propane and Winroc deal with a large number of small customers, thereby
    reducing this risk. ERCO, due to the nature of its operations, sells its
    products to a relatively small number of customers. ERCO mitigates its
    customer credit risk by actively monitoring the overall credit worthiness
    of its customers. SEM has minimal exposure to customer credit risk as
    local natural gas and electricity distribution utilities have been
    mandated, for a nominal fee, to provide SEM with invoicing, collection
    and the assumption of bad debts risk for residential and small commercial
    customers. SEM actively monitors the credit worthiness of its industrial
    customers.

    Allowance for doubtful accounts and past due receivables are reviewed by
    Superior at each balance sheet reporting date. Superior updates its
    estimate of the allowance for doubtful accounts based on the evaluation
    of the recoverability of accounts receivable balances of each customer
    taking into account historic collection trends of past due accounts.
    Accounts receivable are written-off once it is determined they are not
    collectable.

    Pursuant to their respective terms, trade accounts receivable are aged as
    follows:

                                                        December    December
                                                        31, 2008    31, 2007
    -------------------------------------------------------------------------
    Current                                                150.5       170.9
    Past due less than 90 days                              67.6        66.0
    Past due over 90 days                                   16.7         9.2
    -------------------------------------------------------------------------
    Accounts receivable, total                             234.8       246.1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Superior's accounts receivable are stated after deducting a provision of
    $9.3 million as at December 31, 2008 (2007 - $5.1. million). The movement
    in the provision for doubtful accounts was as follows:

                                                        December    December
                                                        31, 2008    31, 2007
    -------------------------------------------------------------------------
    Allowance for doubtful accounts, opening                (5.1)       (2.9)
    Bad debt expense, net of recoveries                     (8.1)       (4.3)
    Written-off                                              3.9         2.1
    -------------------------------------------------------------------------
    Allowance for doubtful accounts, ending                 (9.3)       (5.1)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Superior's contractual obligations associated with its financial
    liabilities are as follows:

                                                                 2014
                                                                  and
                                                                There-
                              2009   2010   2011   2012   2013  after  Total
    -------------------------------------------------------------------------
    Revolving term bank
     credits and term loans   13.0  266.7   41.6   41.7   41.3   73.4  477.7
    Convertible unsecured
     subordinated debentures     -      -      -      -  174.9   75.0  249.9
    CDN$ equivalent of US$
     foreign currency forward
     purchase contracts     133.5    69.7    6.0      -      -   60.0  269.2
    US$ foreign currency
     forward sales contracts
     (US$)                   92.2    78.4   12.0      -      -      -  182.6
    Fixed-price electricity
     purchase commitments     17.7   17.7   17.7   17.7   17.7   70.8  159.3
    CDN$ natural gas
     purchases                50.1   43.7    7.6    5.0    3.6      -  110.0
    US$ natural gas purchases
     (US$)                    98.8   46.8    2.3      -      -      -  147.9
    CDN$ propane purchases     1.2      -      -      -      -      -    1.2
    US$ propane purchases
     (US$)                    32.0    0.5      -      -      -      -   32.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    Superior's contractual obligations are considered to be normal course
    operating commitments and do not include the impact of mark-to-market
    fair values on financial and non-financial derivatives. Superior expects
    to fund these obligations through a combination of cash flow from
    operations, proceeds on revolving term bank credits and proceeds on the
    issuance of share capital.

    Superior's financial instruments' sensitivity to changes in foreign
    currency exchange rates, interest rates and various commodity prices and
    the impact to net earnings are detailed below:


                                                                  Year ended
                                                           December 31, 2008
    -------------------------------------------------------------------------
    Increase (decrease) to net earnings of a $0.01
     increase in the CDN$ to the US$                                     0.9
    Increase (decrease) to net earnings of a 0.5%
     increase in interest rates                                         (1.3)
    Increase (decrease) to net earnings of a $0.40/GJ
     increase in the spot price of natural gas                          24.0
    Increase (decrease) to net earnings of a $0.04/litre
     increase in the spot price of propane                               0.8
    Increase (decrease) to net earnings of a $1.00/KwH
     increase in the spot price of electricity                           2.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    The calculation of Superior's sensitivity to changes in foreign currency
    exchange rates, interest rates and various commodity prices represent the
    change in fair value of the financial instrument without consideration of
    the value of the underlying variable, for example, the underlying
    customer contracts. The recognition of the sensitivities identified above
    would have impacted Superior's unrealized gain (loss) on financial
    instruments and would not have had a material impact on Superior's cash
    flow from operations.

    9. Income Taxes

    On December 31, 2008, Superior converted from a publicly traded income
    trust to a publicly traded corporation by way of a plan of arrangement
    with Ballard Power Systems Inc. (Ballard) for cash consideration of $46.3
    million. The transaction resulted in Superior increasing its tax basis by
    approximately $1,013.0 million. As such, Superior's calculation of
    current and future income taxes for the year ended December 31, 2008 is
    based on the conversion to a corporate structure effective December 31,
    2008, whereas Superior's calculation of current and future income taxes
    for the year ended December 31, 2007 is based on Superior being a
    publicly traded income trust. Consistent with prior periods, Superior
    recognizes a provision for income taxes for its subsidiaries that are
    subject to current and future income taxes, including United States
    income tax, United States non-resident withholding tax and Chilean income
    tax.

    Total income tax expense/recovery, comprised of current and future taxes
    for the three and twelve months ended December 31, 2008 was a $15.8
    million recovery and a $9.9 million expense, compared to a $9.3 million
    expense and a $5.1 million recovery for the comparative periods,
    respectively. Income taxes were impacted by Superior's conversion to a
    corporation on December 31, 2008 and unrealized gains and losses on
    financial instruments. For the three and twelve months ended December 31,
    2008 future income tax recoveries from operations in Canada, the United
    States and Chile were $19.4 million and $3.9 million, respectively,
    compared to a future income tax expense (recovery) of $7.4 million and
    ($10.4) million for the comparative periods, respectively.

    10. Shareholders' Equity

    Authorized

    Superior is authorized to issue an unlimited number of common shares and
    an unlimited number of preferred shares. The holders of common shares are
    entitled to dividends if, as and when declared by the board of directors;
    to one vote per share at meetings of the holders of common shares; and
    upon liquidation, dissolution or winding up of Superior to receive pro
    rata the remaining property and assets of Superior, subject to the rights
    of any shares having priority over the common shares of which none are
    outstanding.

    Preferred shares are issuable in series with each class of preferred
    share having such rights as the board of directors may determine. Holders
    of preferred shares are entitled, in priority of holders of common
    shares, to be paid rateably with holders of each other series of
    preferred shares the amount of accumulated dividends, if any, specified
    to be payable preferentially to the holders of such series upon
    liquidation, dissolution or winding up of Superior to be paid rateably
    with holders of each other series of preferred shares the amount, if any,
    specified as being payable preferentially to holders of such series.
    Superior does not have any preferred shares outstanding.


                                                   Issued Number
                                                       of Common      Share-
                                                          Shares    holders'
                                                    (Millions)(1)   Equity(1)
    -------------------------------------------------------------------------
    Unitholders' equity, December 31, 2006                  85.5       595.6
    Distribution reinvestment program                        2.0        25.3
    Conversion of 8%, Series I Debentures ($0.7 million
     converted at $16 per trust share)                         -         0.7
    Transitional adjustment to accumulated other
     comprehensive income (loss) upon implementation of
     financial instruments                                     -       (18.1)
    Cumulative impact of deficit upon implementation of
     financial instruments                                     -        30.6
    Other comprehensive income (loss)                          -        (2.3)
    Net earnings                                               -       119.8
    Dividends/Distributions to Shareholders(2)                 -      (134.9)
    -------------------------------------------------------------------------
    Unitholders' equity, December 31, 2007                  87.5       616.7
      Distribution reinvestment program                      0.8         8.9
    Cumulative impact of implementing revised inventory
     standard                                                  -         1.2
    Net earnings                                               -        67.7
    Other comprehensive income                                 -        21.9
    Dividends/Distributions to Shareholders(2)                 -      (142.2)
    -------------------------------------------------------------------------
    Shareholders' equity, December 31, 2008                 88.3       574.2
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    (1) On December 31, 2008, Superior redeemed its outstanding trust units
        in exchange for shares as a result of its conversion from a publicly
        traded income trust to a publicly corporation. (See Note 1(a)).
    (2) Dividends/distributions to shareholders are declared at the
        discretion of Superior.

    Shareholders' capital, deficit and accumulated other comprehensive income
    (loss) as at December 31, 2008 and December 31, 2007 consists of the
    following components:


                                                            2008        2007
    -------------------------------------------------------------------------
    Shareholders' capital
      Share capital                                      1,372.1     1,362.0
      Conversion feature on warrants and convertible
       debentures                                            3.6         4.8
    -------------------------------------------------------------------------
                                                         1,375.7     1,366.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Accumulated deficit
      Retained earnings from operations                    531.6       463.9
      Cumulative impact to deficit upon implementation
       of new accounting requirements for inventory
       (Note 1(b)) inventory                                 1.2           -
      Accumulated distributions                         (1,335.9)   (1,193.7)
    -------------------------------------------------------------------------
                                                          (803.1)     (729.8)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    Accumulated other comprehensive income (loss)
      Balance at beginning of period                       (20.3)          -
      Transitional adjustment upon implementation of
       financial instruments                                   -       (18.0)
      Unrealized foreign currency gains (losses) on
       translation of self-sustaining foreign
       operations                                           30.1       (13.5)
      Reclassification of derivative gains and losses
       previously deferred                                  (8.2)       11.2
    -------------------------------------------------------------------------
                                                             1.6       (20.3)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

    As at December 31, 2008, Superior had nil share/trust unit warrants
    outstanding (December 31, 2007 - 2.3 million). The share/trust unit
    warrants, exercisable at $20 per share/trust unit warrant expired on
    May 8, 2008.

    Additional Capital Disclosures

    Superior's objectives when managing capital are: (i) to maintain a
    flexible capital structure to preserve its ability to meet its financial
    obligations, including potential obligations from acquisitions; and (ii)
    safeguard Superior's assets while at the same time maximizing the growth
    of its businesses and returns to its shareholders.

    In the management of capital, Superior includes shareholders' equity
    (excluding accumulated other comprehensive income) (AOCI), current and
    long-term debt, convertible debentures, securitized accounts receivable
    and cash and cash equivalents.

    Superior manages its capital structure and makes adjustments in light of
    changes in economic conditions and nature of the underlying assets. In
    order to maintain or adjust the capital structure, Superior may adjust
    the amount of dividends to Shareholders, issue additional share capital,
    issue new debt or convertible debentures, issue new debt or convertible
    debentures with different characteristics and/or increase or decrease the
    amount of securitized accounts receivable.

    Superior monitors its capital based on the ratio of senior debt
    outstanding to net earnings before interest, taxes, depreciation,
    amortization and other non-cash expenses (EBITDA), as defined by its
    revolving term credit facility, and the ratio of total debt outstanding
    to EBITDA. Superior's reference to EBITDA as defined by its revolving
    term credit facility may be referred to as compliance EBITDA in other
    public reports of Superior.

    Superior is subject to various financial covenants in its credit facility
    agreements, including senior debt and total debt to EBITDA ratios, which
    are measured on a quarterly basis. As at December 31, 2008 and December
    31 2007, Superior was in compliance with all of its financial covenants.

    Superior's financial objectives and strategy related to managing its
    capital as described above have remained unchanged from the prior fiscal
    year. Superior believes that its debt to EBITDA ratios are within
    reasonable limits, in light of Superior's size, the nature of its
    businesses and its capital management objectives.

    The capital structure of the Superior and the calculation of its key
    capital ratios are as follows:

                                                        December    December
                                                        31, 2008    31, 2007
    -------------------------------------------------------------------------
    Total shareholders' equity                             574.2       616.7
    Exclude accumulated other comprehensive loss (income)   (1.6)       20.3
    -------------------------------------------------------------------------
    Shareholders' equity (excluding AOCI)                  572.6       637.0

    Current portion of term loans                           13.0         3.9
    Revolving term bank credits and term loans(1)          464.7       336.6
    Accounts receivable securitization program             100.0       100.0
    -------------------------------------------------------------------------
    Total senior debt                                      577.7       440.5
    Convertible unsecured subordinated debentures(1)       247.6       247.3
    -------------------------------------------------------------------------
    Total debt                                             825.3       687.8

    Cash                                                   (16.1)      (14.1)

    -------------------------------------------------------------------------
    Total capital                                        1,381.8     1,310.7
    -------------------------------------------------------------------------


                                                          Twelve      Twelve
                                                          months      months
                                                           ended       ended
                                                     December 31 December 31
                                                            2008        2007
    -------------------------------------------------------------------------
    Net earnings from continuing operations                 67.7       119.4
    Adjusted for:
      Interest on revolving term bank credits and term
       loans                                                23.7        25.2
      Interest on convertible unsecured subordinated
       debentures                                           14.8        19.5
      Realized gains on interest rate swaps                 (2.0)          -
      Accretion of convertible debenture issue costs         1.4         2.8
      Amortization of property, plant and equipment         18.3        57.6
      Amortization included in cost of sales                38.9           -
      Amortization of intangible assets                      5.3         4.9
      Income tax expense (recovery)                          9.9        (5.1)
      Unrealized (gains) losses on financial instruments    61.2        (2.7)
      Management internalization costs                         -         0.5
      Gain on sale of facility                              (4.0)          -
      Superior Propane non-cash pension expense              2.4         1.7
      Proforma impact of acquisitions                        2.5           -
    -------------------------------------------------------------------------
    EBITDA(2)(3)                                           240.1       223.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------

                                                        December    December
                                              Target    31, 2008    31, 2007
    -------------------------------------------------------------------------
    Senior debt to EBITDA(2)           1.5:1 - 2.0:1       2.4:1       2.0:1
    Total debt to EBITDA(2)            2.5:1 - 3.0:1       3.4:1       3.1:1
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) Revolving term bank credits and term loans and convertible unsecured
        subordinated debentures are before deferred issue costs.
    (2) EBITDA, as defined by Superior's revolving term credit facility, is
        calculated on a trailing twelve month basis taking into consideration
        the proforma impact of acquisitions and dispositions in accordance
        with the requirements of Superior's credit facility. Superior's
        calculation of EBITDA and debt to EBITDA may differ from those of
        similar entities.
    (3) See "Non-GAAP Financial Measures" for additional details.

    11. Net Earnings (Loss) per Share

                                  Three months ended              Year ended
                                         December 31,            December 31,
                                    2008        2007        2008        2007
    -------------------------------------------------------------------------
    Net earnings per share
     computation, basic and
     diluted(1)
      Net earnings (loss) from
       continuing operations       (19.9)       64.5        67.7       119.4
      Net earnings from
       discontinued operations         -                       -         0.4
    -------------------------------------------------------------------------
      Net earnings (loss)          (19.9)       64.5        67.7       119.8
      Weighted average shares
       outstanding                  88.4        87.3        88.3        86.5
    -------------------------------------------------------------------------
    Net earnings (loss) from
     continuing operations per
     share, basic and diluted     $(0.23)      $0.74       $0.77       $1.38
    Net earnings from discontinued
     operations per share, basic
     and diluted                  $    -           -       $   -           -
    Net earnings (loss) per
     share, basic and diluted     $(0.23)      $0.74       $0.77       $1.38
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    (1) All outstanding trust unit options and warrants were excluded from
        this calculation as they were anti-dilutive.

    12. Business Segments

    Superior operates four distinct business segments: a propane distribution
    and related services business operating under the Superior Propane trade
    name; a specialty chemicals manufacturer operating under the ERCO
    Worldwide trade name (ERCO); a construction products distribution
    business operating under the Winroc trade name; and a fixed-price energy
    services business operating under the Superior Energy Management trade
    name (SEM). Superior's corporate office arranges intersegment foreign
    exchange contracts from time to time between its business segments.
    Realized gains and losses pertaining to intersegment foreign exchange
    gains and losses are eliminated under the Corporate cost column.


    For the three
    months ended                                                       Total
    December 31,  Superior                                           Consol-
    2008           Propane      ERCO    Winroc       SEM Corporate    idated
    -------------------------------------------------------------------------
    Revenues         335.2     122.6     124.1      76.6         -     658.5
    Cost of products
     sold           (238.1)    (73.5)    (83.3)    (67.5)        -    (462.4)
    Realized gains
     (losses) on
     financial
     instruments      (2.4)      2.5         -      (3.7)      0.6      (3.0)
    -------------------------------------------------------------------------
    Gross profit      94.7      51.6      40.8       5.4       0.6     193.1
    Expenses
      Operating and
       administ-
       rative         55.9      28.8      27.3       6.9      12.1     131.0
      Amortization of
       property, plant
       and equipment   1.1       1.1       1.1         -         -       3.3
      Amortization of
       intangible
       assets            -       1.3       0.1       0.1         -       1.5
      Interest on
       revolving term
       bank credits
       and term loans    -         -         -         -        5.5      5.5
      Interest on
       convertible
       unsecured
       subordinated
       debentures        -         -         -         -       3.6       3.6
      Accretion of
       convertible
       debenture
       issue costs       -         -         -         -       0.3       0.3
      Unrealized
       (gains) losses
       on financial
       instruments     4.5       1.5         -      68.9       8.7      83.6
    -------------------------------------------------------------------------
                      61.5      32.7      28.5      75.9      30.2     228.8
    -------------------------------------------------------------------------
    Net earnings
     (loss) before
     income taxes     33.2      18.9      12.3     (70.5)    (29.6)    (35.7)
    Income tax
     recovery
     (expense)           -         -         -         -      15.8      15.8
    -------------------------------------------------------------------------
    Net Earnings
     (Loss)           33.2      18.9      12.3     (70.5)    (13.8)    (19.9)
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    For the three
    months ended                                                       Total
    December 31,  Superior                                           Consol-
    2007           Propane      ERCO    Winroc       SEM Corporate    idated
    -------------------------------------------------------------------------
    Revenues         357.3     110.9     125.4      76.9         -     670.5
    Cost of products
     sold           (268.7)    (63.4)    (91.0)    (57.6)        -    (480.7)
    Realized gains
     (losses) on
     financial
     instruments       0.7       7.2         -     (11.9)        -      (4.0)
    -------------------------------------------------------------------------
    Gross profit      89.3      54.7      34.4       7.4         -     185.8
    Expenses
      Operating and
       administrative 50.8      31.6      23.9       4.6       1.5     112.4
      Amortization
       of property,
       plant and
       equipment       2.0      10.0       1.0         -         -      13.0
      Amortization of
       intangible
       assets            -       1.1         -         -         -       1.1
      Interest on
       revolving term
       bank credits
       and term
       loans             -         -         -         -       6.5       6.5
      Interest on
       convertible
       unsecured
       subordinated
       debentures        -         -         -         -       4.2       4.2
      Accretion of
       convertible
       debenture
       issue costs       -         -         -         -       1.1       1.1
      Unrealized
       (gains) losses
       on financial
       instruments    (3.0)     11.2         -     (29.4)     (5.1)    (26.3)
    -------------------------------------------------------------------------
                      49.8      53.9      24.9     (24.8)      8.2     112.0
    -------------------------------------------------------------------------
    Net earnings
     (loss) before
     income taxes
     from continuing
     operations       39.5       0.8       9.5      32.2      (8.2)     73.8
    Income tax
     recovery
     (expense)           -         -         -         -      (9.3)     (9.3)
    -------------------------------------------------------------------------
    Net earnings
     (loss) from
     continuing
     operations       39.5       0.8       9.5      32.2     (17.5)     64.5
    Net earnings
     from
     discontinued
     operations
     (Note 3)                                                              -
    -------------------------------------------------------------------------
    Net Earnings (Loss)                                                 64.5
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    For the
    year ended                                                         Total
    December 31,  Superior                                           Consol-
    2008           Propane      ERCO    Winroc       SEM Corporate    idated
    -------------------------------------------------------------------------
    Revenues       1,170.4     469.7     523.6     323.6         -   2,487.3
    Cost of
     products
     sold           (863.3)   (305.2)   (382.9)   (308.7)        -  (1,860.1)
    Realized gains
     (losses) on
     financial
     instruments      (2.8)     26.0         -      16.7       2.0      41.9
    -------------------------------------------------------------------------
    Gross profit     304.3     190.5     140.7      31.6       2.0     669.1
    Expenses
      Operating
       and administ-
       rative        209.9     112.9     103.3      25.1      19.6     470.8
      Amortization
       of property,
       plant and
       equipment      12.4       2.0       3.9         -         -      18.3
      Amortization
       of intangible
       assets            -       4.5       0.5       0.3         -       5.3
      Interest on
       revolving term
       bank credits
       and term loans    -         -         -         -      23.7      23.7
      Interest on
       convertible
       unsecured
       subordinated
       debentures        -         -         -         -      14.8      14.8
      Gain on disposal
       of facility       -      (4.0)        -         -         -      (4.0)
      Accretion of
       convertible
       debenture
       issue costs       -         -         -         -       1.4       1.4
      Unrealized
       (gains) losses
       on financial
       instruments     6.8     (15.2)        -      67.2       2.4      61.2
    -------------------------------------------------------------------------
                     229.1     100.2     107.7      92.6      61.9     591.5
    -------------------------------------------------------------------------
    Net earnings
     (loss) before
     income taxes     75.2      90.3      33.0     (61.0)    (59.9)     77.6
    Income tax
     recovery
     (expense)           -         -         -         -      (9.9)     (9.9)
    -------------------------------------------------------------------------
    Net Earnings
     (Loss)           75.2      90.3      33.0     (61.0)    (69.8)     67.7
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------



    For the
    year ended                                                         Total
    December 31,  Superior                                           Consol-
    2007           Propane      ERCO    Winroc       SEM Corporate    idated
    -------------------------------------------------------------------------
    Revenues       1,075.7     442.1     512.3     320.4         -   2,350.5
    Cost of
     products sold  (782.7)   (255.6)   (382.5)   (256.1)        -  (1,676.9)
    Realized gains
     (losses) on
     financial
     instruments       1.2      21.2         -     (34.2)        -     (11.8)
    -------------------------------------------------------------------------
    Gross profit     294.2     207.7     129.8      30.1         -     661.8
    Expenses
      Operating
       and administ-
       rative        196.9     120.8      93.1      18.4      10.5     439.7
      Amortization
       of property,
       plant and
       equipment      15.7     38.0       3.9         -         -       57.6
      Amortization
       of intangible
       assets            -      4.6       0.3         -         -        4.9
      Interest on
       revolving
       term bank
       credits and
       term loans        -         -         -         -      25.2      25.2
      Interest on
       convertible
       unsecured
       subordinated
       debentures        -         -         -         -      19.5      19.5
      Accretion of
       convertible
       debenture
       issue costs       -         -         -         -       2.8       2.8
      Management
       internalization
       costs             -         -         -         -       0.5       0.5
      Unrealized
       (gains)
       losses on
       financial
       instruments    (2.3)      5.5         -      (6.9)      1.0      (2.7)
    -------------------------------------------------------------------------
                     210.3     168.9      97.3      11.5      59.5     547.5
    -------------------------------------------------------------------------
    Net earnings
     (loss) before
     income taxes
     from continuing
     operations       83.9      38.8      32.5      18.6     (59.5)    114.3
    Income tax
     recovery
     (expense)          -         -          -         -       5.1       5.1
    -------------------------------------------------------------------------
    Net earnings
     (loss) from
     continuing
     operations      83.9       38.8      32.5      18.6     (54.4)    119.4
    Net earnings from
     discontinued
     operations (Note 3)                                                 0.4
    -------------------------------------------------------------------------
    Net Earnings                                                       119.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Total Assets, Net Working Capital, Acquisitions and Purchase of
    Property, Plant and Equipment

                                                                       Total
                  Superior                                           Consol-
                   Propane      ERCO    Winroc       SEM Corporate    idated
    -------------------------------------------------------------------------
    As at
     December 31,
     2008
      Net working
       capital        69.2      27.6      76.5       4.8      (9.2)    168.9
      Total assets   658.2     618.3     211.3      69.5     469.6   2,026.9
    -------------------------------------------------------------------------
    As at
     December 31,
     2007
      Net working
       capital        73.9      19.0      65.7       8.8       5.6     173.0
      Total assets   663.0     533.1     195.2     115.2      36.3   1,542.8
    -------------------------------------------------------------------------
    For the three
     months ended
     December 31,
     2008
      Acquisitions       -         -         -         -         -         -
      Purchase of
       property,
       plant and
       equipment       3.6      41.4       0.2       1.1         -      46.3
    -------------------------------------------------------------------------
    For the three
     months ended
     December 31,
     2007
      Acquisitions       -         -       2.9         -         -       2.9
      Purchase of
       property,
       plant and
       equipment       1.7       5.9       0.1       0.3         -       8.0
    -------------------------------------------------------------------------
    For the
     year ended
     December 31,
     2008
      Acquisitions     3.4         -      21.1         -         -      24.5
      Purchase of
       property,
       plant and
       equipment       8.2      72.2       1.8       2.0         -      84.2
    -------------------------------------------------------------------------
    For the
     year ended
     December 31,
     2007
      Acquisitions       -         -       4.3         -         -       4.3
      Purchase of
       property,
       plant and
       equipment       4.1      14.7       2.0       1.5         -      22.3
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------


    Geographic Information

                                                                       Total
                                                  United             Consol-
                                        Canada    States     Other    idated
    -------------------------------------------------------------------------
    Revenues for the three months
     ended December 31, 2008             546.5      88.7      23.3     658.5
    Revenue for the year ended
     December 31, 2008                 2,056.0     348.0      83.3   2,487.3
    Property, plant and equipment as at
     December 31, 2008                   391.8      92.4      69.6     553.8
    Goodwill as at December 31, 2008     454.6      18.1         -     472.7
    Total assets as at
     December 31, 2008                 1,761.1     188.7      77.1   2,026.9
    -------------------------------------------------------------------------
    Revenues for the three months ended
     December 31, 2007                   572.4      77.5      20.6     670.5
    Revenues for the year ended
     December 31, 2007                 1,929.1     346.4      75.0   2,350.5
    Property, plant and equipment as at
     December 31, 2007                   428.1      28.8      57.5     514.4
    Goodwill as at December 31, 2007     437.2      14.6         -     451.8
    Total assets as at
     December 31, 2007                 1,360.2     117.8      64.8   1,542.8
    -------------------------------------------------------------------------
    -------------------------------------------------------------------------
    





For further information:

For further information: about Superior, visit our website at
www.superiorplus.com or contact: Wayne Bingham, Executive Vice-President and
Chief Financial Officer, E-mail: wbingham@superiorplus.com, Phone: (403)
218-2951, Fax: (403) 218-2973, Toll Free: 1-866-490-PLUS (7587); Scott Daniel,
Vice-President, Treasurer and Investor Relations, E-mail:
sdaniel@superiorplus.com, Phone: (403) 218-2953, Fax: (403) 218-2973, Toll
Free: 1-866-490-PLUS (7587)

Organization Profile

SUPERIOR PLUS CORP.

More on this organization


Custom Packages

Browse our custom packages or build your own to meet your unique communications needs.

Start today.

CNW Membership

Fill out a CNW membership form or contact us at 1 (877) 269-7890

Learn about CNW services

Request more information about CNW products and services or call us at 1 (877) 269-7890