Thank you. Good morning, and welcome to Spectrum Brands Holdings’ Q4 and Full-Year 2022 Earnings Conference Call and Webcast. I am Faisal Qadir, Vice President of Strategic Finance and Enterprise Reporting, and I will moderate today's call. To help you follow our comments, we've placed a slide presentation on the Event Calendar page in the Investor Relations section of our website at www.spectrumbrands.com. The document will remain there following our call. Starting with Slide 2 of the presentation. Our call will be led by David Maura, our Chairman and Chief Executive Officer; and Jeremy Smeltser, Chief Financial Officer. After closing remarks, we will conduct the Q&A. Turning to Slides 3 and 4. Our comments today include forward-looking statements, which are based upon management's current expectations, projections and assumptions and are by nature uncertain. Actual results may differ materially. Due to that risk, Spectrum Brands encourages you to review the risk factors and cautionary statements outlined in our press release dated November 18, 2022 and our most recent SEC filings and Spectrum Brands Holdings' most recent annual report on Form 10-K and quarterly reports on Form 10-Q. We assume no obligation to update any forward-looking statement. Also, please note we will discuss certain non-GAAP financial measures in this call. Reconciliations on a GAAP basis for these measures are included in today's press release and 8-K filing, which are both available on our website in the Investor Relations section. Finally, we encourage you to listen to our remarks today alongside with reading Spectrum Brand’s press release and 8-K issued today in our annual reports on Form 10-K once it is filed with the SEC. Now, I'll turn the call over to David.

Hey. Thanks, Faisal. Good morning, everybody. We thank you for joining us today for our fourth quarter fiscal '22 conference call. I'm going to kick the call off today with a discussion on the dynamic environment we are operating in, and I'm going to talk about our company's operating and strategic direction. Jeremy is then going to provide a more detailed financial and operational update with a discussion of our specific business unit results. If I could turn your attention to Slide 6. We entered fiscal '22 with very favorable economic conditions, driven by factors such as high COVID-19 demand in and around the home, low interest rates and abundant capital, low unemployment and high consumer confidence spurred demand for our products. We planned for a growth year based on strong consumer demand and retailers ordering high amounts of inventory as they anticipated high sell-through rates. We anticipated headwinds from input cost inflation including historically high ocean freight costs, but had planned for price increases to offset these margin pressures. Unfortunately, we faced additional headwinds as the year went on with supply chains around the globe becoming more inefficient and supply chain costs also increasing during this time with port slowdowns and high inventory throughput, the system causing demurrage, detention and distribution costs to spike. Then the macroeconomic environment started to change during late in the second quarter in Europe, as the Russia and Ukraine war negatively impacted consumer confidence. Subsequently, the U.S. retail outlook changed during our third quarter as consumer demand softened and retailers focused on reducing high inventory levels. Finally, the U.S. dollar started to strengthen in the fourth quarter, leading to unfavorable translation impact on our fourth quarter results. In addition, a significant transaction headwind developed for our EMEA based businesses, who source the majority of their goods from Asia in U.S. dollars. All in all, the macroeconomic environment has become more challenging as the year progressed. In response, we implemented multiple rounds of pricing to offset some of these cost pressures. We also reacted quickly and decisively to the declining unit volume late in the year and we initiated cost out actions including reductions in headcount. More fundamentally, we pivoted the operating strategy of the company from expansion and increased investments to running a leaner company that is focused on fundamentals, free cash flow generation and debt reduction. We immediately began a cost reduction initiative during the previous quarter to prepare the company for a more difficult economic outlook in the short term. I could now have you turn to Slide 7. Here we have an overview of our fourth quarter results. The challenging economic environment I just mentioned is clearly impacting our performance and results as both our net sales and EBITDA modestly declined in the quarter compared to the prior year period. Consumer demand is continuing to normalize to pre-pandemic levels for our hard good categories. Our retail partners are maintaining their focus on taking out inventory, which is translating into lower replenishment orders. The strong U.S. dollar is further causing our reported sales to be lower due to the impact of translational foreign exchange. The volume decrease is contributing to the EBITDA decline, which is also pressured by high demurrage and detention costs and distribution cost related to supply chain inefficiencies. Some of these pressures are offset by the benefits of cost reduction actions, including headcount elimination that we initiated during the previous quarter. Although pricing now largely offsets the inflation we experienced in the quarter, we faced new headwinds from the stronger U.S. dollar, which directly increased our product costs in various regions through transactional foreign exchange impact. In addition to the unfavorable translation impact on the reported results, we will cover fourth quarter financial performance and business overview in more detail during Jeremy' section. If I could now have you turn to Slide 8. Here, we have a quick overview of our fiscal '22 results, and as I mentioned earlier, this was a very challenging year for the business. We faced a variety of headwinds that continued to get worse as the year progressed. Unfortunately, however, we were proactive with our counter measures as we initiated multiple rounds of pricing action to offset inflation headwinds. We took further cost reduction actions including headcount reductions back in May, as we experienced the demand softening and the related retailer inventory reduction actions. All these actions were mitigating some of the EBITA decline from the various macroeconomic headwinds. We are also implementing further price increases around the globe now to help offset the additional pressure from currency movement. Turning your attention to Slide 9. The measures that we started to implement in fiscal '22 have actually put us in a good position as we enter fiscal '23. We will continue with those measures and refocus our strategy around four core pillars: one, we are streamlining our organizational structure and re-energizing our employee base; two, we are increasing operational efficiencies everywhere and limiting risk; three, we are protecting and deleveraging the balance sheet, strengthening our liquidity; and finally, fourth, we are transforming the company into a pure-play global Pet and Home & Garden business with faster growth and higher margins pro forma. Starting with the first one. We have taken swift action to reduce our operating costs by eliminating certain roles with an eye towards streamlining our operational structure. These reductions required some difficult decisions, including reductions in every segment of the business involving leadership positions and painful reductions in the C-suite. Along with these reductions, we have continued to invest in the future of the business by bringing in new talent with fresh perspective and best-in-class operating experience. For example, I'm thrilled to welcome our new Head of global supply chain, David Gabriel, who has joined us from Stanley Black and Decker. As well as our new Head of our Home & Garden business, Javier Andrade-Marin, who joins us with a very strong consumer marketing background and has worked with companies such as P&G, Henkel and Reckitt Benckiser. Second, we are reducing costs by simplifying our business model to focus on fewer, bigger, better initiatives. This includes exiting unprofitable SKUs and rationalizing our product portfolio. This new approach is allowing us to focus on the opportunities to really accelerate profitability across all our business units. We will continue to look for process simplification and cost out opportunities as we move through the fiscal year. Thirdly, we will maintain our focus on reducing working capital and strengthening our balance sheet as we prepare for a period of low demand growth and higher interest rates. We have truly turned the corner on improving our working capital performance as evidenced by our reduction in inventory by over $100 million during our fourth quarter, including HHI. And we further plan to reduce our inventory by an additional $200 million plus during this fiscal year. David Gabriel will be leading the company towards a world-class S&OP process, which will further support our goal of driving working capital efficiency and generating more cash. In addition, in a proactive move given the longer than originally anticipated time to close the HHI sale, we have executed along with our relationship banks an amendment to our credit facility that temporarily increases our net leverage ratio tests. Lastly, we remain dedicated to our strategic transformation to become a pure play global Pet and Home & Garden company and to that end, we are committed to closing the HHI transaction and we expect to win the DOJ lawsuit. We now expect to close this transaction no later than June 2023. The HHI transaction close will allow us to substantially reduce our debt and return capital to our shareholders. We are confident that equity investors are looking to allocate capital to a faster growing, higher margin, pure play global Pet and Home & Garden business resulting in a significant re-rating of the valuation of our publicly traded shares. If you move to Slide 10, I'd like to give you an overview of our outlook for fiscal '23. Our high-level fiscal '23 earnings framework is that we will continue to execute on our strategic priorities and we expect to grow the top line in the low-single digits. We expect to grow adjusted EBITDA in the low-double digits. We expect the cost environment to remain challenging with certain input costs including labor to continue to increase with some offsets from a decline in the ocean freight rates. Overall, we expect to experience net inflation, but not nearly as significant as the levels we've seen over the past two years. We are also implementing additional pricing actions in the first quarter, specifically in our European markets to offset additional inflation from the ongoing war in Ukraine and from the strengthening U.S. dollar. We expect this additional pricing to be fully reflected in our results during the second quarter. The first half of this year will therefore remain challenging from a margin perspective as we sell down our remaining higher cost inventory levels and get the full benefit of price increases in Europe. Specifically, we have approximately $55 million of excess capitalized variances on our opening balance sheet that will roll through the income statement in the first half of fiscal '23, predominantly in the first quarter. Based on our current input costs, this negative impact to our earnings will be behind us as we enter the second half of fiscal '23. In fiscal '23, we are committed to strengthening our balance sheet and generating cash to pay down our debt. We will utilize cash from operations, inventory reduction and the proceeds from the HHI transaction to pay down debt and reduce leverage. As I mentioned, we are confident that we will receive $4.3 billion of cash upon the completion of the HHI sale. However, just to address some of the questions that we've been receiving, in the unlikely event that the HHI transaction does not close, we expect to have cash inflows in excess of $500 million this year, which includes the HHI break fee. In either scenario, we expect to decrease our net leverage to five times or less by the end of fiscal 2023. Now you'll hear more from Jeremy on the financials and additional business unit insights. I now turn the call over to you, Jeremy.

Thanks, David. Good morning, everyone. Let's turn to Slide 12 for a review of Q4 results from continuing operations. Net sales decreased 1% excluding the impact of $41 million of unfavorable foreign exchange and acquisition sales of $88 million organic net sales decreased 7.3%. Organic sales were significantly impacted by lower replenishment orders due to higher retail inventory, softer demand for certain categories and the unfavorable weather conditions. Gross profit decreased $19 million and gross margins of 32% decreased 210 basis points, driven by fixed cost absorption from the lower volume, increased costs from unfavorable impact of foreign currency and continued higher short-term supplier related costs. Price largely offset the commodity and freight inflation in the quarter. SG&A expense of $221.9 million decreased 12.8% at 29.6% of net sales, with the decrease driven by the impact of cost reduction initiatives, lower project spend on integration and lower variable incentive and stock compensation, compared to the prior year. Operating income increased to $16.4 million driven by the decline in the SG&A I mentioned and a one-time $3.5 million remeasurement in the contingent consideration associated with the Tristar business acquisition. Our GAAP net income and diluted earnings per share decreased due to higher interest costs, foreign currency losses and higher income tax expense. Adjusted diluted EPS increased 26.3% due to the increase in operating income. Adjusted EBITDA decreased 5.6% primarily driven by reduced sales volume and unfavorable currency impact with positive pricing offsetting margin pressure from commodity and freight inflation. Turning now to Slide 13. Q4 interest expense from continuing operations of $27 million increased $6.9 million. Cash taxes during the quarter of $7.3 million were $2.2 million higher than last year. Depreciation and amortization from continuing operations of $22.7 million was $6.9 million lower than the prior year and separately, share and incentive-based compensation decreased by $8.8 million. Cash payments towards restructuring, optimization and strategic transaction costs were $31.4 million versus $19.4 million last year. Moving to the balance sheet. The company had a cash balance of $244 million and approximately $342 million available on its $1.1 billion cash flow revolver. Debt outstanding was approximately $3.2 billion consisting of approximately $2 billion of senior unsecured notes, $1.1 billion of term loans and revolver draws and $93 million of finance leases and other obligations. Additionally, pro forma net leverage was 5.4 times at the end of fiscal '22, which is consistent with the previous quarter. Capital expenditures were $18.7 million in the quarter versus $17.4 million last year. Moving to Slide 14 for an overview of full year continuing operations results. Net sales increased 4.5%. Excluding the impact of $94.9 million of unfavorable foreign exchange and acquisition sales of $225 million, organic net sales were essentially flat. The sales performance was driven by poor weather impacting category sales for our Home & Garden business, while Home & Personal Care was impacted by post-pandemic category demand softness during the second half of the year and aggressive inventory reduction actions by retailers in response. This was offset by growth in our Global Pet Care business. Gross profit decreased by $44 million and gross margins of 31.6% decreased 290 basis points, driven by commodity and freight inflation and unfavorable currency impact, partially offset by favorable pricing and improved productivity, pricing lagged inflation during the first half of the year. Adjusted EBITDA decreased 27.7% primarily driven by the gross margin decline, unfavorable currency impact and higher operating expenses due to inflation and increased supply chain costs. Now let's get into the review of each business unit to provide detail on the underlying performance drivers of our operational results. Let's start with Home & Personal Care which is Slide 15. Reported net sales increased 11.5% mainly due to the acquisition of Tristar. Excluding the unfavorable foreign exchange impacts of $24.8 million, organic net sales decreased 9%. The organic net sales decrease was driven by category decline from lower consumer demand particularly in kitchen appliances and retailer inventory reductions. Sales were also lower in personal care appliances, however, garment care posted double-digit growth as post-pandemic recovery continues and we continue to win market share. Sales were also helped by favorable price in the quarter. Although, retailers continue to work down inventory, it remains higher than targeted. The slowdown in consumer demand coupled with high inventory are most severely impacting the North American markets as retailers continue to order below POS. The EMEA region sales decline was primarily driven by the unfavorable impact of foreign exchange. Net of foreign exchange, personal care appliances and garment care categories registered growth, but the kitchen appliances category still remains challenged. On a brighter note, our Latin American business continued to show strength and posted double-digit growth, driven by higher consumer demand and expanded distribution. The overall macroeconomic environment remains challenging, but our products continue to perform well with consumers compared to our competitors. In fact, we have gained share in the garment care category as our steamer sales more than doubled versus last year and resulted in a 250 basis point share gain in the U.S., helping us to continue to build on our number one U.S. market share position. We continue to launch new and innovative products to drive consumer engagement and excitement. Recent examples of such products include our George Foreman, Submersible and beyond grille products, Remington flexes style range of hair appliances and several new air fryer products under the Russell Hobbs, PowerXL and Emeril Lagasse brands. Adjusted EBITDA increased 93.1% to $28 million due to growth from acquisition, favorable pricing and the impact of synergies and cost reduction actions initiated during the previous quarter. Inflation and incremental short-term demurrage and detention costs continue at a reduced rate, but are now offset by pricing in the quarter. EBITDA was also negatively impacted by the unfavorable foreign exchange impact and volume declines. As we look forward to our fiscal 2023, we expect retailer inventory and ordering to return to a more consistent trend to POS starting in the second quarter of fiscal '23. This will also help us continue to reduce our inventory throughout the first half of fiscal '23. As we sell off some of the higher cost inventory from fiscal '22 during the first quarter, our profitability will be adversely impacted. Although, we are anticipating a challenging first quarter, we expect the business to grow profitability in the second quarter. The Tristar business integration is continuing at an accelerated pace and we expect to substantially complete the integration by the end of the fiscal second quarter. Commercially, our focus will be to drive fewer, bigger, better consumer relevant innovations that enhances our current market position. Now let's move to Global Pet Care, which is on Slide 16. Reported net sales decreased 5.2% while organic net sales increased 0.2%. Higher sales in companion animal were offset by continued softness in aquatics and our SKU rationalization efforts. Sales were also helped by favorable pricing in the quarter. With the close of this quarter, we recorded our fourth consecutive year of organic sales growth. Companion animal sales particularly consumables continue to show growth across geographies, as favorable pricing more than offset unit decline due to slowing category demand. The aquatics category experienced a sales decline as we compare to strong Q4 demand last year, fueled by new hobbyists that entered the category during the pandemic. However, consumables products within aquatics saw year-over-year growth. Our European sales are negatively impacted by translation foreign exchange as the dollar strengthened against the British pound and the euro during the quarter. Adjusted for foreign exchange, sales continued to grow in the European markets, despite pressure on consumers from higher inflation and the impact of the war in Ukraine. In North America, sales were adversely impacted by higher overall inventory, mostly in the pet specialty channel. Pet specialty retailers carry a much wider assortment of aquatics and other small animal products and are adjusting to new pet acquisition rates returning to pre-pandemic levels. Our Latin America business posted strong growth due to new distribution. Adjusted EBITDA decreased 9.7% driven primarily by the impact of lower volume and unfavorable foreign exchange. Q4 EBITDA benefited from additional North American pricing actions that were implemented in Q3. With this new pricing, we are now largely offsetting input cost inflation. EBITDA pressure from volume decline was further mitigated through operating cost reductions, including the benefit of fixed cost reductions initiated during the third quarter. Overall, we remain bullish that we will continue to experience positive business momentum in fiscal '23. The team is particularly excited to see the ongoing growth in share gains in the nutrition-based products in the portfolio. The operating fundamentals within the business have improved greatly as evidenced by North American service levels reaching their highest levels in 2.5 years. Additionally, we have completely recovered the supply for our critical chews category items, after almost a year of disruption of supply from Asia. The GPC team remains focused on the execution of our long-term strategy, which is centered around inspiring more trust through the delivery of unique and innovative products in order to drive demand for our portfolio of leading brands. Our pet business is a historically recession-resistant business with tremendous upside potential, which is just another reason why we remain bullish about the continued growth of this business. Finally, let's turn to Home & Garden, on Slide 17. Fourth quarter reported net sales decreased 19.4% showing a decline across repellents driven by a decline in category sales due to consistent unfavorable weather conditions. Although, we paced with the pest control category, overall category POS was a challenge this season. Controls outpaced the category, while household and repellents were slightly behind the category. Sales in household insecticides declined compared to last year, where sales were helped out by out of stock of competitor products. Retailer inventory was high coming into the fourth quarter due to slower POS from hot and dry conditions throughout the third quarter. To help clear out end of season inventory, highly targeted conversion tactics were utilized to help drive POS sales. Retailers also experienced lower foot traffic in home centers, which adversely impacted the POS for cleaning products. Despite these pressures, we saw dollar growth in Q4 versus last year across our top customers for cleaning products. As for product news, the new Flip & Go delivery system now available in Bug Stop, bedbugs and weed and grass killer varieties ended the season with over $10 million in sales, continuing to bring in new millennial households in their respective categories. In fact, our Spectracide home insect control business is up 29% since the introduction of our Flip & Go delivery system. And Hot Shot had a record year driven by ant, roach and spider in Q4, which was up 30% versus last year. This season, Cutter's line of personal repellents received several recognition awards from sources like The New York Times Wirecutter reviews, Forbes Health and Yahoo News. One of the items our Cutter Backwoods dry aerosol was recognized as the best DEET-based repellent by New York Times Wirecutter and best overall repellent from Forbes Health. Adjusted EBITDA decreased 48% in the quarter. The EBITDA decrease was driven by the lower volumes and related to fixed cost absorption impacts. The business continues to see higher product costs from raw material and freight but pricing now covers inflation in the quarter. Although, we are seeing the benefits of fixed cost restructuring and operational cost reduction actions initiated during the previous quarter, EBITDA decline from volume is outpacing these savings. We are initiating limited further price increases in fiscal '23. Clearly, we are not pleased with the performance of our Home & Garden business this last year, while we remain confident in the long-term growth of these categories. Our business need to be more resilient throughout the weather cycles. We must also further our strategy of growth in the cleaning categories to level out the seasonality and simplify the business overall. We are confident that our strategy will be successful and that the new leadership we have brought in to execute it. In addition, while we took meaningful cost actions in the business in the third quarter, we have identified further opportunities to run the business more efficiently and improve profitability. We are also developing a more robust S&OP process to better manage the seasonality and its impact on our manufacturing footprint. We are capturing meaningful distribution gains in 2023 and our retail customers continue to stay focused on both cleaning and pest control for the coming years as these consumable categories become more relevant to repeat high velocity purchases. Let's now move to Slide 18 and our expectations for 2023. As David mentioned, we expect low-single digit reported net sales growth in 2023 with foreign exchange expected to have a negative impact based upon current rates. Adjusted EBITDA is expected to grow low-double digits despite some inflation headwinds, which are offset by the annualization of current pricing actions and planned further price increases as well as additional productivity actions and the benefits of our cost reduction actions. From a phasing perspective, we expect first half and specifically the first quarter to be challenging, as the demand continues to settle at a lower post-pandemic level and retailers continue to reduce their inventory levels. First quarter profitability is also negatively impacted as we sell through some of our current higher cost inventory. Turning to Slide 19. Depreciation and amortization is expected to be between $110 million and $120 million, including stock-based compensation of approximately $15 million to $20 million. Full year interest expense is expected to be $110 million, but between $110 million and $120 million including approximately $5 million of non-cash items. Cash payments towards restructuring, optimization and strategic transaction costs are expected to be between $50 million and $55 million. Capital expenditures are expected to be between $60 million and $70 million. We ended the year with approximately $740 million of usable federal NOLs and expect to use substantially all of them to offset the gain on the sale of HHI. We are projecting to be a U.S. taxpayer once the HHI transaction closes. Cash taxes are expected to be between $30 million and $40 million and for adjusted EPS, we use a tax rate of 25% including state taxes. To end my section, I want to thank all of our global employees for their strong efforts during these challenging economic times and I'm confident that we have the right actions in place to navigate these headwinds.

Hey. Thanks, Jeremy, and thanks everybody for joining us today. We've covered a lot. And I'd like to take just a couple of minutes to recap the key takeaways. And these are found on Slide 21. First of all, our fourth quarter financial results conclude a very challenging fiscal '22 for us, where we saw sales pressure from changing consumer dynamics and short-term customer inventory actions which drove significant top line pressure in the second half of the year. However, we proactively took swift actions to prepare the company for leaner times as the demand started to slow down, but the sales decline outpaced our cost actions in the short run, as consumer demand declines were compounded by retailer inventory reductions. We expect some of these difficult dynamics to continue in fiscal '23 and we are therefore pivoting the operating strategy from expansion and increased investments to running a much leaner company that's focused on fundamentals, free cash flow generation and debt reduction. Second, we have shifted the operating strategy of the company towards a leaner business built around four key pillars; first, we are streamlining the organizational structure and re-energizing our employee base. Second, we are increasing operational efficiencies and limiting risk. Third, we are protecting and deleveraging our balance sheet and strengthening our liquidity position. Fourth, we are transforming our company into a pure play, pet and Home & Garden business with faster growth and higher margins pro forma. Third, although, we expect a difficult macroeconomic environment to continue in fiscal '23, we have taken all the right actions to set ourselves up for success. As referenced earlier, we are targeting low-single digit net sales growth and low-double digit EBITDA growth for fiscal '23 and we expect to reduce our leverage by generating free cash flow through improved operating performance and working capital management. Last, we expect to win the DOJ lawsuit and close the HHI transaction by no later than June 2023 and collect $4.3 billion of cash. Despite the short-term challenges, I remain optimistic about the future of our company, and I believe we're well positioned to execute on our operational goals and generate significant cash flows in fiscal '23. I'm also confident that we will execute on our strategic goals and deliver significant value to our shareholders. For these reasons, I'm very excited about fiscal '23, and I'm looking forward to updating you guys in subsequent quarters. Before I close the call, I do want to thank all of our employees who have been working diligently through very difficult times to ensure we've set our company up for long-term success. I am grateful to all the sacrifices of our Spectrum Brands' employees and all the sacrifices you've made to help navigate our company successfully through the past couple of years. I thank everyone for your time. I thank you for your continued support. I'm now going to turn this call back over to Faisal for questions.

Thank you, David. Michelle, we can now go to the question queue, please.

Our first question comes from Bob Labick with CJS Securities. Your line is open.

Good morning. Thanks for taking our questions.

Hey, Bob.

Hey. So one, just to confirm one thought, and then I have a question around that. But it sounds like, obviously, there's still impact from inventory restocking issues and all that. How long does that take to work through? Was it implied that, that's more of a first half issue and then we should return to a more normal in the second half, roughly?

I'm feeling optimistic as we approach the end of fiscal Q1, with six weeks left to address high-cost inventory. I view these as one-time items since freight costs surged significantly, impacting our inventory. Starting in May, we focused on reducing our cost structure and lowering fixed costs in anticipation of a recession, while aggressively liquidating that high-cost inventory. We made substantial progress, removing $100 million of that inventory in the recently completed quarter. We expect to continue making strides this quarter, which will affect our EBITDA production and earnings as we clear out that inventory. However, I believe this is the right strategy to take upfront pain. We've already adjusted our balance sheet, and while December typically represents a cash drain, it should actually generate cash this year due to further reductions in inventory. This will negatively impact our EBITDA earnings in Q1, but we feel we can handle it and don’t anticipate major issues. We want you to recognize that although we've already shifted our balance sheet, it will take until Q2 to truly align our profit and loss statement and start moving earnings in a positive direction.

Yeah, Bob, I think that's more of a concern with HPC and Home & Garden for different reasons. With Global Pet Care, it's less of an issue, maybe a bit in pet specialty. Also, three of our top five customers reported this week, and my overall takeaway from those earnings reports was positive regarding navigating through inventory and improving our situation. So overall, I agree with David, we're feeling pretty decent. In HPC specifically, it may take until the middle of the fiscal second quarter to see retail inventories return to normal levels and for point-of-sale to drive replenishment.

Okay. Great. No, that's super helpful color. And I guess kind of just taking a step further from that. If I did the math real quick, the implied guidance, given all of these headwinds, is about a 10% EBITDA margin, which is not the normalized margin. Can you give us a sense of what you think the margin profile will be once we get past this kind of noise?

Let's start with our two larger businesses. We're aiming to become a Global Pet and Home & Garden company. Both of these sectors should ideally achieve a 20% EBITDA margin. We've navigated considerable challenges due to the pandemic and rising inflation. Our pricing has not kept pace with inflation, which has negatively affected our margins. Additionally, we're dealing with high-cost inventory stemming from the aftermath of COVID-19 that needs to be sold off. However, I believe that we will begin to see clearer improvements in margins during Q2 and thereafter in these sectors. Jeremy made a valid point about the appliance business being more stable in nature, which means it will take longer to address the issues there and for margins to recover. Furthermore, we are focused on selling HHI and are optimistic about winning the DOJ lawsuit related to it.

Okay. Super. And I guess last one for me, I'll jump back in queue. Just obviously, we're talking a lot about kind of the near-term stuff. Just give us a sense in terms of how you're looking market share wise and price realization, new product introductions, those kind of things for next year, kind of the more traditional focal points for your outlook for the coming year.

I would say that regarding start-up pricing, we are focusing more on specific areas instead of a broad approach, given our expectations for lower inflation in fiscal '23. The timing of when we incur that inflation is important; most of it will be recognized in our profit and loss statement in Q3 and Q4 and reflected on the balance sheet at the end of the year. Europe presents challenges, and transaction foreign exchange continues to be a significant issue for both HPC and GPC due to the strengthening of the dollar. Although it has eased somewhat in recent weeks, it remains a considerable year-over-year obstacle, mainly from transaction impacts rather than just translation. Therefore, we need to secure higher prices and look for additional cost reductions. I completely agree that new product introductions present a significant opportunity to improve margins, especially in the North American markets where we've had to raise prices considerably in recent years. A crucial part of our strategy will be to enhance our pricing with these new products as we ramp up. We are encouraged by the progress on our new product launches mentioned earlier, although there is still more work ahead.

I want to add that I've been visiting different factories and facilities as we work to reduce our fixed cost structure. I'm excited to have Dave Gabriel leading S&OP and our efforts in working capital at the Blacksburg facility, where I recently met with the R&D team. We have a lot of exciting developments coming up. I'd prefer to save the details for Q2, but we have a strong portfolio of new products that will complement our existing offerings. I’d like to wait until they're closer to commercialization before sharing more with the investment community. There are many positive things happening.

Super. All right. Thank you so much.

Thanks, Bob.

Our next question comes from Chris Carey with Wells Fargo. Your line is open.

Hi. Good morning.

Good morning, Chris.

Jeremy, could you provide more details about the Q1 challenges you're anticipating? I'm looking at the Q4 performance in deliveries and appliances. If I project that forward, I realize there is seasonality to consider, but it seems like we could achieve an EBITDA that aligns with your guidance based solely on that segment. Will that business experience a significant decline in Q1? I value your insights on Q1 and the entire year, but any additional specifics would be appreciated.

We encountered an interesting situation with our HPC business towards the end of Q3 and the beginning of Q4 due to significant inflation, particularly related to excess containers that led to increased detention and demurrage costs, along with the need for additional distribution space. Most of these substantial costs were recorded on the balance sheet as of September 30 and will be accounted for in Q1, with some impact in Q2 across the entire company. As mentioned by David earlier, approximately $55 million in capitalized variances that exceed our current standard costs will come through the income statement, with about 70% of this occurring in Q1, predominantly affecting HPC. This is why I highlighted the sequential drop in EBITDA for HPC, which deviates from our usual seasonal pattern. The positive aspect is that this issue is behind us, with only a slight impact expected in Q2. We anticipate growth in profitability in HPC during Q2, and barring any major macroeconomic changes, we expect to fully move past these challenges in the second half of the year across all businesses.

Okay. I understand. And so in excess of that, and just to again clarify the drivers of the outlook. Excuse me. The demand, I think David mentioned that, that facing it through the demand that's lower post-pandemic, retailers continue to reduce inventory. And then obviously, you're selling through the higher cost inventory. And I'm just trying to assess visibility here. The higher cost inventory, I appreciate that flows through. But can you just comment on your visibility for guidance after Q1 just in the context of demand lower post-pandemic, tighter inventories at retail? Do you feel like you're in a place where you have enough visibility on where retailer inventories are that by Q2, you should be in a better place? So if you could just frame that, I think that would be helpful.

Let me start, and then Jeremy can provide more details. Our Pet business is mainly driven by consumption, and we are currently seeing positive sales trends. Although pet adoption rates have declined, we still have a significant customer base from the pandemic, and we are gaining market share. Pet remains our largest pro forma business. While we notice declines in high-priced aquariums and related durable goods, we believe we can still achieve growth because we have a strong emphasis on consumption and a lot of exciting new products coming out next quarter. Home & Garden faced significant challenges in fiscal '22, which is an understatement. We are relieved to be moving past the issues of full warehouses and the need for additional storage to meet purchase order demands from retailers. Our expenses should decrease as we reduce our manufacturing footprint and warehouse distribution needs. I'm also pleased to note that we've gained distribution in Home & Garden as we entered this fiscal year, despite experiencing exceptionally poor weather that adversely affected the business. Although the market may not want to hear about weather-related issues, it truly impacted us. I'm optimistic about Home & Garden achieving strong growth in fiscal '23, and we expect our margins to improve as we eliminate the costs associated with meeting retail demand. Jeremy, do you want to add anything?

Yeah. And I think in HPC, I agree with David's comments. And then in HPC, look, I think we do have good visibility to retail or inventory. I mean these are our customers. We work with them every day. The big question mark is kind of what happens with the overall, both European and U.S. economy. And so I think we've been fairly cautious in how we forecasted the topline. But we all have not figured out yet whether this is going to be a softer or hard landing. We don't know where the war in Ukraine is going. And so we think this is prudent, what we put out today based on what we're seeing right now and what we can see in retailer inventory, and we'll see what happens as the year progresses.

Yeah. Also, listen, let me also tell you. I think if you look back to '08, we actually were able to grow these businesses. Home & Garden and Pet tend to be pretty recession resilient. And so we do take some comfort in that. And quite frankly, we see some trade down occurring at the world's largest retailer. I think that actually benefits our appliance business as well.

Okay. Thank you, both.

Thank you.

Our next question comes from Ian Zaffino with Oppenheimer. Your line is open.

Hi. Thank you. Regarding the guidance, could you discuss the pricing in relation to inflation? Specifically, what is the absolute pricing increase in your guidance compared to volumes, and could you provide some insights by segment? I assume the pricing in HPC is the highest due to inflation. Any additional information would be greatly appreciated. Thank you.

Let's compare the two years. In fiscal year 2022, we achieved pricing around $250 million, which we were able to recognize fully that year. Currently, we find ourselves in a different environment. Expect our overall pricing for ongoing operations to be in the low single digits for the entire year. The specific rate within that range will be influenced by currency movements. From the standpoint of commodities and freight, conditions have stabilized significantly compared to recent years, returning to a more normal rate of change, unless affected by geopolitical events. Does that clarify things, Ian?

No, that's very helpful. Thank you. And on HPC and the spin, can you maybe give us an update there? Maybe the timeline, how are you thinking about it? Is it predicated on getting this HHI deal done? Are you going to have to wait for it to close and then you proceed? How are we thinking about the timeline as it relates to that HPC spin? Thanks.

Yeah. You're definitely correct. We've got to focus and close HHI, and then we've got to deal with HPC after that.

We are continuing our internal efforts to separate the business and be ready when the time comes. We have made significant progress in this area, and while I appreciate the strides we have made, I agree with David that our top priority will be HHI.

Hey. Good morning, guys. Hope you are doing well?

Hi, Peter.

Could you provide us with an update on the HHI transaction? I'm uncertain about what details can be shared given the current situation, but any insights on the next steps would be appreciated. Do you think there's a possibility we may not go to trial? Additionally, David, I know you've been confident about this deal closing for a while. Could you explain why you maintain that confidence considering the current circumstances? Thank you.

Yeah. Thanks, Peter. Look, the HHI deal, the original deal is a good deal. And in my opinion, it is good for the American consumer to have ASO run this business. And so I view the original deal as not being anticompetitive in and of itself. I think the original deal was just fine and should have closed. I think the current construct with the remedies that are being offered increase my confidence in that based on the law in this country. And so my advisers, my legal team is very, very confident that we will win against the DOJ. But these things take time, and I can't give you a great estimate on when that is. I can just tell you, hey, my drop-dead date is June, and we believe we can get it closed by the end of June or before.

Got it. That's helpful. And then, I guess, I kind of wanted to ask a follow-up to Chris's question earlier. Just on the outlook, but can you maybe just help us frame the confidence there. Is there any sort of conservatism embedded in the outlook? Just because I think what Chris was alluding to is just kind of the lack of visibility in kind of two straight quarters of missing expectations. So just I think people are trying to understand kind of the confidence, if you will, in this kind of 311 to 320 EBITDA number?

I want to address our shareholders directly. Strategically, we are on the right path to build a stronger and faster-growing Pet, Home & Garden business with higher margins. We did not expect a DOJ lawsuit. If you examine our earnings over the past four quarters, despite some foreign exchange headwinds, we nearly aligned our EBITDA year-over-year in the fourth quarter, which turned out to be our strongest quarter despite challenges. Looking at fiscal '22's Q1 through Q4, the quarter we just reported came closest to our targets, even with the difficulties we faced. I'm optimistic and believe that you should consider purchasing our shares at this level, as the market seems to overlook the fact that HHI will close. If, for any improbable reason, HHI does not close, we expect to collect over $0.5 billion this year—equating to over $12 per share in cash within a year. That would also reduce our leverage to $5 or less. My most likely scenario, based on current information, is that we will finalize HHI and obtain $4.3 billion, allowing us to completely restructure our capital. By calculating a market cap below $2 billion and considering how HHI will close, you're looking at acquiring Pet EBITDA for around 4 times EBITDA, which is very appealing to shareholders. I understand that until we close HHI, reduce our debt, and buy back stock, my confidence might be seen as wanting evidence. However, I believe we represent a significant value opportunity, and we have many catalysts on the horizon. I'm genuinely excited to move beyond 2022 and lead us towards a more profitable and healthier 2023.

Yeah. And I would add, Peter, I just think as you look at the outlook for continuing operations, I always think about at the start of the year, what are my variables on topline? And what are my thoughts on variables on the bottom line? And as we enter fiscal '22, clearly, we experienced significant increased cost as the year progressed versus what we expected. That, by definition, I mean, I've got $120 million of capitalized variances on my balance sheet at 9/30. That means that my costs were $120 million per inventory turn higher than I expected. That's a huge number. As we enter '23, I feel very differently. Our current costs are lower than what's on the balance sheet right now and are more stable than they were a year ago, with the exception, obviously, of the currencies that I talked about for the businesses that are buying from Asia and selling in pounds and euros. Then you move to the topline. I mean, obviously, again, Home & Garden, HPC, in particular, we experienced significant declines in topline versus what we expected as we started the year. As we enter this year, for appliances, really, the challenges in that market started in April, May, based on what we heard from our retail customers. And so they've kind of been in a darker place from a consumer demand perspective for a while, and we're essentially assuming a fairly consistent level of consumer and customer demand as we go through the year. We've done the same thing with GPC. In Home & Garden, we really have to use our experience, based on 20 plus years in the business for the team, to figure out what level of moderate recovery we can see after what is the worst weather year that they've ever had. And so none of those are exact sciences, but I think we've taken a prudent approach to start the year, and we will update you, as we always do, on anything that changes each quarter as we progress with earnings.

Got it. Thanks so much.

Thank you. That's all the time we have for questions. I'd like to turn the call back over to Faisal Qadir for any closing remarks.

With that, we've reached the top of the hour. So we will conclude our conference call. Thank you, David and Jeremy. And on behalf of Spectrum Brands, thank you all for your participation.

Thank you. This concludes the program. You may now disconnect. Everyone, have a great day.