Luc Desjardins - Chief Executive Officer, President and Director Wayne M. Bingham - Chief Financial Officer and Executive Vice-President

Sarah Hughes - Cormark Securities Inc., Research Division Patrick Kenny - National Bank Financial, Inc., Research Division Jacob Bout - CIBC World Markets Inc., Research Division Joel Jackson - BMO Capital Markets Canada

Good morning, and thank you, welcome to the Superior 2014 Third Quarter Results Conference Call. With me in this morning call is Wayne Bingham, Exec VP and CFO; and Jay Bachman, VP, Investor Relation and Treasurer.

Wayne Bingham will provide an overview of the third quarter results after which I will provide an update on the strategy and the operation of the businesses. So I will now turn the call over to Wayne.

Thanks, Luc, and good morning, everyone, and welcome to our third quarter 2014 call. I'll provide a few brief highlights on the financial performance and then turn it back to Luc.

For the quarter, we had a consolidated AOCF of $0.18 per share compared to $0.19 for Q3 2013. This performance was in line with our expectations.

As you'll note in the press release, our financials and our -- as you'll note in the press release and our financials, we have also recorded a positive of $0.08 AOCF adjustment in our year-to-date results relating to our Energy Services division. This adjustment relates to over-accruals of freight at Superior Gas Liquids and in inventory adjustment at USRF.

These adjustments relate to prior quarters in 2014 as well as 2013 and prior. Page 3 of the press release provides a table which summarizes the adjustments.

Year-to-date results are improved by $0.08 of AOCF with regard of each AOCF. With regard to SGL, we have made a senior finance leadership change in August, appointing Jason Fortin as VP Finance.

Jason was previously the project leader for the propane Canada successful ADD's conversion, and prior to that, was VP Finance at the propane operation. At USRF, we have completed a review of the inventory receiving and sales process as well as completed full inventory counts at September 30, 2014.

The inventory controls have been reviewed and control improvements implemented. I'd like to now make a few comments on the business unit results.

Energy Services recorded an EBITDA of $4.8 million as compared to $8.5 million in 2013. Propane distribution in USRF had increases quarter-over-quarter at the gross profit level, which was offset by reductions at SGL and SEM.

Margins in propane in USRF improved quarter-over-quarter, related to sales mix and a new delivery charge at USRF for propane. SGL saw a decline at the gross profit level from market conditions and lower basis differentials year-over-year.

Turning to Specialty Chemicals. Specialty Chemicals recorded a third quarter EBITDA of $27.3 million compared to $24.6 million in Q3 of 2013.

Revenue was 14% higher, and gross profit was up by 9%. Sodium chlorate volumes were up by 13%, primarily due to the Tronox agreement.

The chloralkali business was strong with increased volumes for each shale [ph] and improved pricing for each shale [ph] and potassium caustic. FX was a contributor as well for the U.S.

operations and working capital translation. Turning to CPD.

CPD recorded a third quarter EBITDA of $10.7 million compared to a third quarter of 2013 at $10.1 million. Revenues were up 7.4%, while gross profit was up 5.7%.

We see good growth for our shareholders in the coming years which will be further enhanced by the CPD initiatives, which Luc will speak to in a few minutes. Turning now to corporate costs.

Corporate costs for the quarter were up for the quarter, reflecting the onetime costs associated with the CPD sales process and ELTIP costs as the stock finished the quarter at a price of 14.11. CPD onetime costs for the quarter were $2.5 million and on the year-to-date business are in the $3.5 million range.

For 2014, we have moved the bottom of our range by $0.10. And it now stands at $1.75 to $1.95.

On the debt management side, the quarter and the balance sheet leverage was 3.5x before the restructuring. And we anticipate it to be in the range of 3.6x to 4x at the end of 2014, reflecting the working capital seasonality.

And most importantly, we are forecasting to achieve our target ratio of 3x to 3.5x as at the end of next year. We are forecasting to achieve this after increasing our dividend by $0.01 per month, commencing with the November declaration, payable in December 2014.

Turning now to CRA. Examination for discovery was completed in September for the CRA litigation.

We have not received any new reassessments other than the ones we did previously receive for 2009 and '10. Our understanding is that the CRA has a settlement agreement with another trust that converted.

I view this as mildly positive as CRA has been able to establish a principal-based settlement. The examination for discovery process has further solidified my views on the strength of our case.

We do not expect a trial date until the latter part of 2015. For guidance for 2015, we've released guidance as $1.80 to $2.10 and total net capital expenditures of $65 million to $70 million.

We also see the capital equivalent of leases at $32 million, which is up over 2014, as we are moving to reduce the average age of the fleet and manage truck and equipment maintenance cost. I'll now hand it back to Luc.

Well, thank you, Wayne. And overall, we were pleased with Superior performance for the third quarter 2014 as the quarterly results were consistent with our expectations.

As Wayne detailed, we recognized an $0.08 per share pickup, primarily related to the freight accrue -- adjustment within the Superior Gas Liquid business, which was recorded in our year-to-date result. As a result of the adjustment, our 2014 result are now tracking ahead of our original plan.

I'm happy to report that a portion of the gain is sustainable, and is a direct result of our ongoing procurement initiative. A portion of the gain does relate to the extreme weather condition experienced in the first quarter 2014, which we would not anticipate to occur under normalized weather assumptions.

Turning to our Specialty Chemicals business. The expansion of the HCl production capacity in our Port Edwards and Saskatoon facilities continued to track very well with both projects tracking on plan from a timing cost perspective.

The Port Edwards burner expansion was completed during third quarter, and we have successfully shipped product to customer. The Saskatoon burner expansion continued to track to plan, and we expect to be in the production in the fourth quarter of 2014.

The financial outlook for 2015 for Chemical business is for similar to modestly higher EBITDA than 2014. The 2015 outlook has been positively impact by improvement in their chloralkali segment due to, largely, to the contribution for additional HCl capacity, offset by reduced contribution from sodium chlorate.

As sodium chlorate, which we all know represents 2/3 of our EBITDA segment, continued to be impact by energy cost increase and excess of sales price increases, contract renewal throughout quarter 3 were also impact by some unusual pricing decision from competitors who appeared to be looking to aggressively place and reposition their volumes. Excluding sodium chlorate, we anticipate that the overall market for chloralkali, which includes caustic, chlorine and hydrochloric acid, will remain steady throughout the balance of 2014.

Our chloralkali facilities, strategically locate in Saskatoon, Saskatchewan and Port Edwards in Wisconsin, are in close proximity to our customer base, which provides us with a significant freight advantage relative to product produced in other parts of North America. Now turning to CPD.

Our short-term focus on CPD is on improving our day-to-day operation, which will benefit both the short-term and long-term outlooks. Work on this ongoing pricing and procurement initiative will continue to supplement and enhance the pricing and procurement initiatives we will invest in the integration of our IT platform, which was put on hold during the sale process.

We believe it is in the best interest of shareholder for us to continue to improve the business and ultimately improve value. Our financial outlook for 2015 for CPD is positive, and we anticipate that the result in 2015 will be stronger than 2014 due to continued improvement in our U.S.

operation. The CPD business is highly scalable and only requires investment in fleet to service a growing U.S.

operation. As it relates to our Energy business now, the operational initiative that underpinned destination 2015 continue to track to our expectation.

I'm happy to report that the key building blocks that will allow us to sustainably reduce our cost structure are now in place. Over the past 2 quarter, we have completed the implementation of our ADD IT system and rolled out standardized operating procedure to all employees at all level as part of our Superior Way project.

We will continue to refine our processes, and it is our intent that the Superior Way project will transition from a onetime undertaken into a continuous improvement project. Although the majority of the heavy lifting is behind us, we're just beginning to see the financial impact of this significant initiative due to the seasonal nature of our business.

I am confident that more tangible financial improvement will show in the upcoming results. As we enter 2014, 2015 heating season, we will remain focused on ensuring we continue to adhere to our standardized operating model, while at the same time, ensuring we provide our customer with the highest level of service possible.

As it relates to our customers, I'm happy to report that our sales and marketing initiative continued to show sign of success, and we're confident that the benefits of this work will begin to show more direct improvement in 2015 heating season -- 2014 and '15 heating season. I do want to mention the current market for propane given the extreme volatility we experienced earlier in the year.

As we enter the 2014, '15 heating season, the wholesale cost of propane is at normalized levels. And North America inventory levels are currently in good shape relative to historical benchmarks.

As it relates to our 2015 financial outlook, for the Energy business, we continue to see further financial improvement due to the ongoing benefit of the operational restructuring, intelligence pricing initiative and investment in sales and marketing functions. And I do want to remind everyone that our 2014 result did benefit from unusual cold weather we experienced in the first quarter, which was a net positive to the Energy business.

Our 2015 outlook assumed that weather will be consistent with the 5-year average. Lastly, I'm pleased that we have been able to increase the dividend by 20%, effective with the upcoming November dividend.

Several factor gave us the confidence to raise the dividend at this point. The first is our confidence in our business plans moving forward.

The second is we had a clear and defined path to reduce our total leverage to our state goal of 3x to 3.5x by December 31, 2015. And I want to reassure our investors that our decision to increase the dividend does not impact our future growth plan as we feel we have sufficient financial flexibility and access to capital markets after the dividend increase to appropriately fund our growth capital and add-on acquisitions.

With that said, I would now like to open up to any question that you may have.

So just on the Chemical division, so the new HCl capacity, will that be running kind of full out next year? I'm just trying to get a sense of the EBITDA contribution from that.

Yes, it will.

Okay. What you had previously, I think, indicated that each plant would be is it 6 to, I don't know.

I can't remember the -- $6 million to $8 million in EBITDA each facility...

That's right. That's right.

So you have a little bit of a part of that happening for the -- for this year, the fourth quarter, and then have the full running rate next year. So if you take those to EBITDA improvement less the fact that this year, we're going to have a little bit of it coming in quarter 4, you're right on track, I think, with that -- those numbers.

Okay. Okay.

So I guess I'm little surprised in terms of the guidance for this division in going into 2015 in terms of not showing any real growth. Can you get in a little bit more detail in terms of what's going on the chlorate side of things?

I mean, [ph] not offsetting all of the HCl stuff.

I know. A very good question.

And it's every year when we get to the third -- late third quarter and fourth quarter, we knew about energy cost going up a lot more than inflation. So there was no surprise there except it's probably -- we have prediction now in different parts of Canada it's going up even more than last year.

Kind of a surprised, it's way over above the inflation rate. And then we look at the negotiation that takes place, are really starting in the late quarter 3, which is now.

So we have a new vision on how is that unfolding. And somewhat surprised myself too that the competition is kind of -- just wants to fill up their plant and are not really looking at pricing properly to maximize their opportunity.

And we're part of the same industry, so we have to adjust somewhat as well. So we cannot -- bottom line, we cannot increase price to the rate of our inflation of energy, and that gives us a negative impact for 2015 on the chlorates.

Okay. And when will all these negotiations be completed?

Are they done yet? Are you still working on...

No, in quarter 4, it's continuing, but we do have those discussion and we know how it's trending. And that's why we're predicting for next year not the same overall result in chlorate.

Okay. Okay.

And then moving on to the Construction division, just talk a little bit about just in Canada, I know that was weak for you, just due to the construction market and some pricing pressure. As we go into next year, do you expect to see margin improvement in this division?

Or is it more coming from top line growth?

For Canada only?

No -- well, if you can talk a little bit about what's going on in Canada and then next year would be the whole division.

Yes. So in Canada, there's a little bit of stability that wasn't there in 2014, with volume not being as robust as U.S.A.

growth, of course. So more flat and some growth, but not enough.

But there's been a few who have reduced costs and put some more of the operation together, and we haven't lost business because of that. And we've had a main -- major competitor in the BC region that was really not doing very well, who ended up closing their operation.

And that's giving us a positive lift on the West part of Canada. Our Canadian C&I business, which we've opened an operation in Edmonton for the oil field for the insulation product that we make for industrial, that is tracking very well.

Some good growth there. So Canada, I would say, has been flat and not extremely good for us for the last few years.

It's showing a positive trend for 2015. And then the overall company, we're going to have extra expense on the overall business because we're investing -- we're going to form a team which we already have.

So we're putting a team together to start even before the end of this year to upgrade our system and the overall business in North America. So that's not to the level of Canadian energy, but on the -- because we already have 2 good system that work well, but they need to be upscale and put together and improve.

So that kind of costs is capitalized, but there's also some expense. So we're going to incur extra expense in the States and in Canada for the system improvement and people working to that task for the whole year 2015.

And the move to the Dallas operation for the head office, which is maybe half way done, we will continue and there will be some extra cost there. But from a business point of view, sales and margin improvement and growth looking very, very good.

I think we'll track good growth in the top line and we'll track good margins improvement. And maybe it's a good time to add that we're more commercial than residential, so we're following a good growth in residential.

Residential, 1 million, 50, becoming 1 million, 2 plus in 2015. And now we're going to see, I think, by mid-year or later in 2015 and for 2016, the commercial market starting to really grow at a different rate.

And as you all know, the commercial market lags about 18 months from the residential market. We haven't seen that lift yet.

But we're well-positioned, big-time well positioned, for that lift when it comes. And hopefully, by the last quarter 2015, we should see some type of growth starting there.

Okay. Okay.

And now do you have an idea, long-term, where -- what kind of EBITDA margins this business can get once you fix it and get a bit of volume growth? Like not next year, I'm talking longer-term.

3 years or so?

Yes, I don't know if you want to...

Yes, we do -- I don't know, Jay, if we have -- I don't think we've promoted and communicated that. We'll take that as a takeaway point and we'll see in our November Investor Day if we could do that, we would want to do it everywhere at the same time to every type of investor.

That's a good question Sarah. I cannot answer that one today, but we'll take away the question and we'll see if we can get there by our November Investor Day.

Just on Energy Services, I know a lot of the benefits from your systems overhaul haven't kicked in yet, but just in the quarter, there was mention of higher operating costs and I think lower wholesale opportunities. So I was just wondering if those 2 impacts were more onetime in nature or should we expect some continued headwinds through the winter and into 2015?

Yes, and quarter 3 is a very tough quarter to look at trend and the full year because it's a very slow quarter. And the sales volume have not started yet in specific compared to last year.

So it's been a tougher start and it's all related to weather pretty much. Wholesale, we're making some in road.

It's going to take time in making a few pennies. So it doesn't show in the profit immediately.

But they're developing the wholesale and 2 sales -- new salespeople, I'm meeting 1 today. Actually, 2 sale things are going.

It's happening. There's a lot of good opportunity, and we think the wholesale business will track.

Difficult to see how far or big because it's kind of new, but we have a differentiation, competitive advantage with our SGL trader and logistic intelligence that they have for North America, on moving, buying and moving liquid. And I can't see that not starting to take off and for many years to come, being a good revenue profitability area for us.

Okay. So nothing this winter on the wholesale front that might kick in and it would be more of a winter 2015, 2016 story for you?

I think so, yes. And really, those are long-term sales project, big volume from large customer that would appreciate our scale of differentiation and our competency and desire over 6, 9, 12 months to move volume through us.

Yes.

Okay. Great.

And then just on the guidance for 2015, looks like maintenance CapEx is a bit high at $40 million, relative to previous years. Are there any specific projects that might be inflating that number?

Or is that just the new run rate?

Hi, Pat. It's Wayne.

There are. On the maintenance side, at Port Edwards, we have a liquefier that's probably a $12 million project that we need to do.

I think I mentioned also that on the fleet, we need to -- we think there's economics -- economic advantages by refreshing the fleet as well. And as Luc mentioned, the IT, we haven't done our final homework on the integration -- and we are doing our final homework, I guess, on the integration, but there's about $5 million of capital costs in there for the integration of JD Edwards on XDE platform.

So we'd expect -- generally maintenance capital for us should be in the $15 million to $20 million range. And absent another project popping up, that's where we probably, once we get through 2015, we'd see ourselves.

From a number, Pat, we see about $25 million maintenance CapEx for Oracle [ph], and the regular running rate if you get to 2017 is probably closer to $18 million.

A question on the operating and admin expenses for the Energy Services, running around 17.3%, I guess, the $78 million. And that's quite a laundry list there of talking about the impact year-on-year, and you talk a bit about the stronger U.S.

dollar. But what we're trying to understand here is kind of -- is this -- in the world of a higher U.S.

dollar, is this 17% kind of the new normal? Or how should we be thinking about that?

Yes. Hi, Jacob.

I mean, I think, look at the -- you're looking at the ratio for the quarter, I assume. I mean, we have targets that Luc has set out on an annual basis for USRFs and on an annual basis for propane.

And we're making a very good progress towards those. We'll have a lot more color on those at the Investor Day on November 20.

So -- and the other point I think Luc made is that basically, a lot of the -- most of the initiatives were on the propane side. We did have a service-based initiative at USRF.

And over the course of the summer, we worked our way through that. So the ratios will improve through the fourth quarter, and you have to look at -- and next year, and you have to look at it kind of on an annual basis.

Yes. No, I understand that there's a seasonal component to it, but I just -- looking back here going back to -- I think it was 2010 since the last time you were kind of at this range in the third quarter, and I was just wondering just how much did the U.S.

dollar actually play into that?

It's probably a fairly significant because if you go back to Q3 of 2013, I believe the Canadian dollar was about 97 and what are we at now, 89. So you got 6%, 7% there, quarter-over-quarter, translation of the expenses.

So I haven't done the math, other than that, to see what the delta is, but it's significant.

And maybe for a good question, make up for the rest of the people, because I know you know that we do have an aging program which cannot disappear immediately. So will take us a good year to have a positive benefit.

It will be in 2016, '17 for us when it comes to the exchange rate. We don't get a benefit in 2015 or late 2014 or 2015 because we're our hedge.

[ph]

Okay. Maybe I'll ask just a little on this theme of the U.S.

dollar, looking at the Chemical business. So I too was sort of a little bit surprised about the Chemical guidance that you gave.

And this whole issue of lower chlorate pricing, I mean, I thought with a stronger U.S. dollar that, that actually would be positive as well for the outlook for 2015.

As you know on the ERCO side, we're 85% hedged. We also feel that some of our competitors are basically passing that benefit on to their customers which is causing pressure on some of the pricing in chlorate.

So it is -- it should be beneficial, but there's one particular competitor who's in need of cash flow at this certain time and they are being very, very aggressive.

Okay. No, I mean, if you looked historically, chlorate pricing has actually been quite efficient with the U.S.

dollar, but...

I'm sorry, could you repeat that? You faded a bit.

Historically, chlorate pricing has been very efficient with the U.S. dollar.

Yes.

There's just always a bit of a lag effect there, but so anyways -- and maybe -- so you gave some maintenance CapEx guidance for 2015. What's the total number for 2015?

Just give us a second.

So total was 25? So $40 million in total.

And there's $12 million in that number which for the Port Edwards liquefier, that's just kind of one-off project. It needs to be replaced and so -- and long run, we usually are in $15 million to $20 million range for ERCO.

Okay. and maybe just last question here about -- so the deal for CPD fell through, but also for the fixed-price Energy business.

Can you talk a little bit about what happened there? Was it just you're not getting the price you wanted or...

No, as you get into M&A process, one thing we realize the beginning and in the middle of it, we have a good platform in North America and a lot of interest. And as we drill down and you get to the last mile and you have to start selecting who is the one that you're going to close the deal with, and everybody wants exclusivity at that time, because it costs many millions, with lawyers and consultants, and I think, net, we got caught into a situation that was not going to be -- that surprised us and was not going to be a good benefit to the shareholder and a business that's growing and where we have a lot of upside.

And when that kind of situation happens, you have a choice to continue to go down that road or to say we got a good business, we have good platform, we knew the interest was large, we -- and now we're not satisfied as to how it could end, which is not -- we're realists and we know the industry and we've had enough comparable and our position was -- is what it is in North America, that we knew we were not going to get the price that is the value and we're not dreaming of value that was not in the right range. We knew what comes then that the business is going to continue to do well, and it was the time to stop that machine and go back to focusing on building the business.

And we're just going to do that for the years to come and we know it's going to bring new EBITDA and new profit and new growth and nothing wrong with that. I'm not going to sell it cheap.

I said it from the beginning, you never know how it ends until there's a deal. And I'm not going to give it away if somebody brings us into the wrong path, and all of the above happened and unfortunately, but we're moving on and building the business.

Wait, did you ask a question on SEM or CPD and both?

Yes -- no. I think we talked in the past about CPD, but not in the former.

So -- and so -- then how are you looking at -- on that -- at that going forward, Luc? I mean, is this -- are you going to take basically a 2-year moratorium similar to what you did on the CPD side?

SEM? No, under SEM, you actually saw, which really -- I'm sorry about that I probably give you 1 of our 2 -- I went to the CPD side, but the SEM you asked was the more difficult business case to see a path to success profit without major investment and major risk.

I got very nervous when I started here 3 years ago. You probably all remember about the SEM business.

And it's a business with residential that was really going south, and the opportunity to have a risk of making good a few years, but some bad high-risk other years. It's not a business that we like.

So what we did, the 2 things. We said, well, why don't we sell both?

Canada and U.S. And we think we were quite fortunate to sell the U.S.

part. It was the most complex, needed more investment to get to a good volume with more risk and more loss opportunity, and gain opportunity were not big.

So we kind of -- we sold it, very, very good thing. And Canada, what we did is we said, okay, what's the business case, what are the different segment.

And we kind of shift our business to just commercial, larger customer, longer-term customer, with less risk for a negative variant. And that's my kind of -- we kind of put it in the corner and made it small and a segment that's a good segment in commercial.

So we're now solid with the same Canada, with low level of risk and a good business. It's not residential and has now the volatility of other segment of that business.

So the view now is that's just a core part of your business?

That's becoming like a product in our business. A couple of million EBITDA, it's small.

We're not going to invest million to build it. We're just going to stay at the corner, quiet.

Somebody would have paid for us -- us for it. We were not sure of selling Canada because it's kind of -- industry is not very good as a business.

So we position it into a commercial only, better customer, less risk, and we said at the same time, if somebody wants to write us a check for it, we'll sell it. So we didn't believe we could have good money or sell it.

We were not sure. We just took a chance.

So we had people coming in and look at it and we decide that we'll take -- keeping it at the level it is now. And we're in good shape going forward with it.

So it became at a -- it's becoming actually more like a product than a business now in Canada.

Maybe go back to the Chemicals business. My understanding is when you're done with your hydrochloric acid expansion, you'll slope some merchant chlorine capacity at Port Edwards, so are you considering possibly increasing your burner capacity further down the road?

Hi, Joel. It's Wayne.

It is a possibility for us to do that. We still are producing about 30,000 to 35,000 tons of merchant chlorine.

And so there is an opportunity to do that, but given our new capacity it's sold and in the new market. So we'll carefully monitor the market as we go forward.

And if we see an opportunity there, we would be able to do it.

And staying on the hydrochloric acid side, I mean, there is some new burner capacity coming on, including yourself. Oil field activity in Western Canada perhaps could moderate a bit.

Do you -- maybe you can give your thoughts on if you think acid pricing could actually moderate a little bit in '15, that may impact your $6 million to $8 million incremental EBITDA guidance per plant?

Yes, from a market position, we're so well-positioned in Port Edwards, Saskatoon, and then the Saskatchewan, right in the hub of the market. And we have the 2 types of advantage, the salt that's in our basement in Saskatoon as well as the transportation and close to market, which is another -- a lot of money to do that.

So the pricing environment of HCl is as the result of the fall in oil, gas pricing has not -- we don't see it, we see continuing volume coming to us, and our pricing is good. So it's really -- I don't know if it -- from a market position, we're in such a good shape that we're doing well and we anticipate to continue to do well and most of our new capacity is already placed.

So I don't know if that answers your question.

Yes. If I switch to Energy Services, we've seen a sort of gradual decline in some of your industrial volumes, could -- you spoke about some reduced oil field activity in your release some.

Could you maybe talk a little about what's going on in industrial?

Yes, industrial, if you think large accounts across Canada, I've mentioned many time, we're the only national player and we've developed a sales team of -- to focus on that business. There's a hundred-plus customer that we consider national accounts customer.

That is tracking very well with new business and growth. We have large volume with a large oil customer here that is declining -- has declined due to their volume and that has kind of a -- is such a large account for us that we ended up with net-net less volume industrial, for because of the oilfield customer taking less product from us.

We still have 100% of that business, but that business has declined over the last year plus. So -- but the rest of the commercial, the rest of the industrial large account, really good traction, and we're considering for the November Investor Day to present the residential and local commercial customer growth as well as national accounts growth which are good, and then oil fields separately declining.

Okay. Just 2 more questions.

Maybe you could talk about will you still have any more restructuring costs in Q4 and then longer-term, are you sort of targeting a 60% payout ratio going forward? Is that sort of roughly what we should be looking at over the mid-term?

Well, I'll take the first, and Wayne will take the second part. From a -- as the restructuring continuing in quarter 4 and hopefully, we just had a meeting this week with all the president to clarify what that is and to make sure that it happens this year.

And hopefully, we get to year-end, we're really done, and I think we'll get there. And the objective for our investors and ourself is not to have restructuring costs as a regular team, and it's the year we decide to do it and to do a large restructuring and a lot of businesses.

And we're getting to the end of that, the major heavy-lifting is behind us. There's still some additional project that are ongoing that should be all finishing by the end of this year.

And then I'll pass it to Wayne for the second part of your question.

Thanks, Luc. We've -- the board -- we've recommended and the board has endorsed a 40% to 60% payout ratio, and our payout ratio is defined as AOCF less maintenance capital and less cash payments to leases.

And then, of course -- so it's a little bit more conservative than just a payout ratio that looks at our cash flow and the dividend. So 40% to 60% on that basis.

Well, thank you, everyone. So I'd like to take this opportunity to remind all that our investor and analysts at Superior 2014 Investor Day will take place on Friday, November 21 at the King Edward Hotel in Toronto.

Additional detail on Investor Day, including how to confirm your attendance, can be found on Superior website. And if there's no further question, I'd like to conclude the call, and thank you, all, for your participation.

And for the young people in the room, have a good evening with your kids to collect candies tonight. Thank you.