PROSPECTUS

Covalence Specialty Materials Corp.
OFFER TO EXCHANGE

10¹/₄% Senior Subordinated Notes due 2016
registered under the Securities Act
For
A Like Principal Amount of 10¹/₄% Senior Subordinated Notes due 2016
($265,000,000 Aggregate Principal Amount)

We offer to exchange up to $265,000,000 aggregate principal amount of our 10¹/₄% Senior Subordinated Notes due 2016 that are registered under the Securities Act of 1933, or the “exchange notes,” for an equal principal amount of our outstanding 10¹/₄% Senior Subordinated Notes due 2016, or the “outstanding notes,” which we issued previously without registration under the Securities Act. We refer to the outstanding notes and the exchange notes collectively in this prospectus as the “notes.” The exchange notes are substantially identical to the outstanding notes, except that the exchange notes will not be subject to transfer restrictions or entitled to registration rights, and the additional interest provisions applicable to the outstanding notes in some circumstances relating to the timing of the exchange offer will not apply to the exchange notes. The outstanding notes are, and the exchange notes initially will be, issued by Covalence Specialty Materials Corp. and guaranteed by Covalence Specialty Adhesives LLC and Covalence Specialty Coatings LLC, wholly-owned subsidiaries of Covalence Specialty Materials Corp. The exchange notes will represent the same debt as the outstanding notes and we will issue the exchange notes under the same indentures.

Terms of the Exchange Offer

See “Risk Factors” beginning on page 16 for a discussion of the factors you should consider in connection with the exchange offer and exchange of outstanding notes for exchange notes.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THE OUTSTANDING NOTES OR THE EXCHANGE NOTES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is February 9, 2007.

You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with different information. We are not making an offer of these securities in any state or other jurisdiction where the offer is not permitted. You should not assume that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.

TABLE OF CONTENTS

Each broker-dealer that receives exchange notes for its own account pursuant to this exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of the exchange notes. The accompanying letter of transmittal relating to the exchange offer states that by so acknowledging and delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act of 1933, as amended. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of exchange notes received in exchange for outstanding notes where such outstanding notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. We have agreed that, for a period of 180 days after consummation of the registered exchange offer, we will make this prospectus available to any broker-dealer for use in connection with any resale. See “Plan of Distribution.”

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WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We have filed with the U.S. Securities and Exchange Commission, or the “SEC,” a registration statement on Form S-4, which we refer to as the “exchange offer registration statement,” under the Securities Act of 1933, as amended, and the rules and regulations thereunder, which we refer to collectively as the “Securities Act,” covering the exchange notes being offered. This prospectus does not contain all the information in the exchange offer registration statement. For further information with respect to Covalence Specialty Materials Corp. and the exchange offer, reference is made to the exchange offer registration statement. Statements made in this prospectus as to the contents of any contract, agreement or other documents referred to are not necessarily complete. For a more complete understanding of each contract, agreement or other document filed as an exhibit to the exchange offer registration statement, we encourage you to read the documents contained in the exhibits.

After the registration statement becomes effective, we will file annual, quarterly and current reports and other information with the SEC. You may read and copy any document we file with the SEC at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the public reference room. Our SEC filings are also available to the public at the SEC’s website at http://www.sec.gov.

You may obtain copies of the information and documents referenced in this prospectus at no charge by accessing the SEC’s website at http://sec.gov or by requesting them from us in writing or by telephone at:

Covalence Specialty Material Corp.
1 Crossroads Drive, Bldg. A,
Bedminster, NJ 07921
Attention: Investor Relations
(908) 547-6061

To obtain timely delivery of any of our filings, agreements or other documents, you must make your request to us no later than March 5, 2007. In the event that we extend the exchange offer, you must submit your request at least five business days before the expiration date of the exchange offer, as extended. We may extend the exchange offer in our sole discretion. See “Exchange Offer” for more detailed information.

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PROSPECTUS SUMMARY

The following summary highlights basic information about our company and the exchange offer and does not contain all of the information that may be important to you in making a decision to purchase the exchange notes. For a more comprehensive understanding of our company and the exchange offer, you should read this entire document, including “Risk Factors” beginning on page 16.

Our Company

We are one of the largest manufacturers of plastic film products in the world, based upon sales volume and gross sales, and are also a producer of specialty adhesives and flexible packaging products. We offer an extensive portfolio of over 200 product groups to a wide range of customers, including industrial, building products, custom, institutional, retail, flexible packaging and corrosion protection. We market our products to a diverse group of over 9,000 customers, with no single customer accounting for more than 10% of net revenue in fiscal 2006. We leverage our extrusion, lamination and coating expertise across our manufacturing processes as well as our raw material purchasing scale, to manufacture products at competitive prices. We believe that we are one of the largest global purchasers of polyethylene resin, our principal raw material, buying approximately 1.3 billion pounds annually. In fiscal 2006, we generated net revenue of $1.8 billion, 96% of which was from North America.

We are a leading manufacturer of value and private label trash bags, stretch films, plastic sheeting, can liners, and custom and plastic film products, based upon sales volume and gross sales. Included in our product line is our best-selling Ruffies® value trash bags. We believe our purchasing leverage has allowed us to maintain a relatively stable material spread, which is the difference between selling prices and plastic resin costs on a per pound basis, and has positioned us to secure attractive volume growth opportunities.

We are also a producer of coated and laminated products for specialty adhesive and flexible packaging applications. We are a manufacturer of specialty adhesive products such as cloth tapes, through the Nashua® and Polyken® brands, pipeline corrosion protection tapes and foil tapes. We believe our high-quality products, new product development, long-standing customer relationships and recognizable brand names have contributed to our position as one of the leading suppliers to many of our customers.

The Acquisition

On February 16, 2006, we purchased certain equity interests of, and certain assets and liabilities held by direct and indirect operating subsidiaries of Tyco Group S.a.r.l. We refer to this transaction throughout this prospectus as the “Acquisition.” The Acquisition was made pursuant to a Stock and Asset Purchase Agreement, dated December 20, 2005, among Covalence Specialty Materials Holding Corp., or “Holdings,” Tyco International Group S.A. and Tyco Group S.a.r.l. We are a wholly-owned subsidiary of Holdings, and over 95% of Holdings’ equity is owned by affiliates of Apollo Management V, L.P.

Prior to the Acquisition, our businesses were business units of Tyco International Ltd. We refer to these business units prior to the Acquisition as TP&A, which is an acronym for Tyco Plastics & Adhesives. Unless the context indicates otherwise, references to “Tyco” mean Tyco International Ltd. and its subsidiaries (other than TP&A) and references to “Apollo” mean Apollo Management V, L.P. and its affiliates.

In connection with the Acquisition, affiliates of Apollo and certain members of our senior management contributed $197.5 million in cash to Holdings, which Holdings in turn contributed to us as common equity. The investments in Holdings were allocated between common stock and perpetual preferred stock. On February 16, 2006, in connection with the Acquisition, we issued the outstanding notes in a private placement under Rule 144A and Regulation S of the Securities Act, which we refer to as the “February notes offering.” In connection with the February notes offering, we also entered into first-priority senior secured credit facilities and a second-priority senior secured floating rate loan, which together with the Acquisition, the equity contribution by affiliates of

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Apollo and certain members of our senior management and the February notes offering we refer to as the “Transactions.”

On May 18, 2006, we refinanced the senior secured credit facilities, which, as refinanced, consist of a new term loan in the amount of $300.0 million and a new revolving credit facility. The revolving credit facility provides for borrowing availability equal to the lesser of (a) $200.0 million or (b) a borrowing base which is a function of, among other things, our accounts receivable and inventory.

Unless the context indicates otherwise, references in this prospectus to our “senior secured credit facilities” refers to such facilities following the May 18, 2006 financing. We refer to the second- priority senior secured floating rate loan in this prospectus as the “floating rate loan.”

Apollo is the principal stockholder of Holdings, our parent company. Apollo Management L.P. is a private investment firm that was founded in 1990. Companies owned or controlled by Apollo or in which Apollo has a significant equity investment include, among others, Educate, Inc., Goodman Global, Inc., Hexion Specialty Chemicals, Inc., Nalco Company, MetalsUSA, Inc., and United Agri Products.

Industry Overview

Our Plastics operating segment participates primarily in the U.S. plastic films market, which we believe in 2003 represented approximately $17.8 billion in sales and 13.1 billion pounds of volume. Our addressable market in the United States represented approximately 7.9 billion pounds of this volume and consisted primarily of trash bags, plastic sheeting, can liners and stretch and custom films. In fiscal 2005, our volume in this addressable market was approximately 1.1 billion pounds, which makes us one of the largest competitors in our addressable market. U.S. plastic film sales are projected to grow from 2003 to 2008 at a compound annual rate of approximately 5% to nearly $22.7 billion, generally in excess of the GDP growth rate. We believe growth in this market is primarily driven by GDP growth and new applications, in addition to the continuing preference for plastic packaging as a substitute for traditional paper, metal and glass packaging.

Polyethylene resin is a significant cost component of plastic fabrication businesses and represents the majority of our raw material expenditures. We believe this resin is widely available in the world market. Polyethylene resin prices are primarily a function of world supply and demand and the cost of production inputs such as natural gas and ethylene. Most industry participants, including us, seek to offset the impact of any raw material cost inflation by passing those increases through to their customers. New polyethylene resin production capacity is expected to come on-line beginning in 2007, with capacity additions continuing through 2010, primarily in the Middle East and Asia. CMAI estimates that the resulting increase in global production capacity will reduce the price of polyethylene resin.

We offer products for a number of niche applications within the North American tapes and specialty adhesives market, which is projected to represent approximately $4.4 billion in sales in 2006. We believe our addressable market in North America represents approximately $1.5 billion. Growth in demand for our niche adhesive products is primarily driven by GDP growth and new applications. We also compete in the approximately $20.0 billion U.S. flexible packaging market as well as other customized coated and laminated product markets in North America. We believe our addressable market is an approximately $5.0 billion niche segment of the flexible packaging market consisting of industrial, medical and institutional food and non-food applications. Market growth for domestic flexible packaging is driven largely by GDP growth and the continued replacement of rigid packaging with more consumer-friendly, cost-efficient film-based packaging.

Competitive Strengths

Our competitive strengths include:

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				the market leaders, including value-brand trash bags, institutional can liners, stretch films, plastic sheeting, cloth tape and foil tapes.
•				Diverse Product Portfolio and Customer Base. We have a diverse and stable product portfolio and customer base and serve a wide range of industries, including industrial tapes, building products, custom, institutional can liners, retail, flexible packaging and corrosion protection.
•				Polyethylene Resin Purchaser. We believe that we are one of the largest purchasers of polyethylene resin in the world, purchasing approximately 1.3 billion pounds annually, which allows us to source polyethylene resin on a global basis as market conditions warrant, which we believe enables us to take advantage of supply and cost differentials in the global market.
•				Strong Free Cash Flow. We believe that our operating characteristics and the nature of the industry in which we operate including our ability to pass increases in raw material prices through to our customers, primarily in our Plastics operating segment, together with our diversified revenue base, economies of scale and focus on maintaining industry-leading cost levels, low maintenance capital requirements, low cash taxes and moderate working capital needs, allows us to generate strong free cash flow.
•				Experienced Management Team. Our senior executive management team, led by Layle Smith, is comprised of individuals with over 100 years of industry and related experience.

Business Strategy

Our business strategy is to increase our net revenue, profitability and free cash flow and enhance our industry positions through the continued implementation of the following:

Implementation of our business strategy is subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” included elsewhere in this prospectus.

Risk Factors

You should consider carefully all the information set forth in this prospectus and, in particular, you should evaluate the specific factors set forth under “Risk Factors” for risks you should consider in connection with the exchange offer.

Additional Information

Our principal executive offices are located at 1 Crossroads Drive, Bldg. A, Bedminster, NJ 07921. Our telephone number is (908) 547-6061. Our website address is www.covcorp.com. Information on our website is not considered part of this prospectus, and the reference to our website address is intended to be an inactive textual reference only.

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Summary of the Exchange Offer

The following is a brief summary of the terms of the exchange offer. For a more complete description of the exchange offer, see “The Exchange Offer.”

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Transferability of Exchange Notes		Based on interpretations by the staff of the SEC, as detailed in previous no-action letters issued to third parties, we believe that the exchange notes issued in the exchange offer may be offered for resale, resold or otherwise transferred by you without compliance with the registration and prospectus delivery requirements of the Securities Act as long as:
		•		you are acquiring the exchange notes in the ordinary course of your business;
		•		you are not participating, do not intend to participate and have no arrangement or understanding with any person to participate in a distribution of the exchange notes; and
		•		you are not our “affiliate” as defined in Rule 405 under the Securities Act.
		If you are an affiliate of ours, or are engaged in or intend to engage in or have any arrangement or understanding with any person to participate in the distribution of the exchange notes:
		•		you cannot rely on the applicable interpretations of the staff of the SEC;
		•		you will not be entitled to participate in the exchange offer; and
		•		you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction.
		Each broker or dealer that receives exchange notes for its own account in the exchange offer for outstanding notes that were acquired as a result of market-making or other trading activities must acknowledge that it will comply with the prospectus delivery requirements of the Securities Act in connection with any offer to resell or other transfer of the exchange notes issued in the exchange offer.
		Furthermore, any broker-dealer that acquired any of its outstanding notes directly from us, in the absence of an exemption therefrom,
		•		may not rely on the applicable interpretation of the staff of the SEC’s position contained in Exxon Capital Holdings Corp., SEC no-action letter (April 13, 1988), Morgan, Stanley & Co. Inc., SEC no-action letter (June 5, 1991) and Shearman & Sterling, SEC no-action letter (July 2, 1993); and
		•		must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale of the exchange notes.

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		See “Plan of Distribution.”
		We do not intend to apply for listing of the exchange notes on any securities exchange or to seek approval for quotation through an automated quotation system. Accordingly, there can be no assurance that an active market will develop upon completion of the exchange offer or, if developed, that such market will be sustained or as to the liquidity of any market.
Expiration Date		The exchange offer will expire at 5:00 p.m., New York City time, on March 12, 2007, unless we extend the expiration date.
Exchange Date; Issuance of Exchange Notes		The date of acceptance for exchange of the outstanding notes is the exchange date, which will be the first business day following the expiration date of the exchange offer. We will issue the exchange notes in exchange for the outstanding notes tendered and accepted in the exchange offer promptly following the exchange date. See “The Exchange Offer—Terms of the Exchange Offer; Acceptance of Tendered Notes.”
Conditions to the Exchange Offer		The exchange offer is subject to customary conditions. We may assert or waive these conditions in our reasonable discretion. See “The Exchange Offer—Conditions to the Exchange Offer” for more information regarding conditions to the exchange offer.
Special Procedures for Beneficial Holders		If you beneficially own outstanding notes that are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender in the exchange offer, you should contact such registered holder promptly and instruct such person to tender on your behalf. See “The Exchange Offer—Procedures for Tendering Outstanding Notes.”
Effect of Not Tendering		Any outstanding notes that are not tendered in the exchange offer, or that are not accepted in the exchange, will remain subject to the restrictions on transfer. Since the outstanding notes have not been registered under the U.S. federal securities laws, you will not be able to offer or sell the outstanding notes except under an exemption from the requirements of the Securities Act or unless the outstanding notes are registered under the Securities Act. Upon the completion of the exchange offer, we will have no further obligations, except under limited circumstances, to provide for registration of the outstanding notes under the U.S. federal securities laws. See “The Exchange Offer—Effect of Not Tendering.”

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Withdrawal Rights		You may withdraw your tender at any time before the exchange offer expires.
Interest on Exchange Notes and the Outstanding Notes		The exchange notes will bear interest from the most recent interest payment date to which interest has been paid on the outstanding notes, or, if no interest has been paid, from February 16, 2006. Interest on the outstanding notes accepted for exchange will cease to accrue upon the issuance of the exchange notes.
Acceptance of Outstanding Notes and Delivery of Exchange Notes		Subject to the conditions stated in the section “The Exchange Offer—Conditions to the Exchange Offer” of this prospectus, we will accept for exchange any and all outstanding notes which are properly tendered in the exchange offer before 5:00 p.m., New York City time, on the expiration date. The exchange notes will be delivered promptly after the expiration date. See “The Exchange Offer—Terms of the Exchange Offer; Acceptance of Tendered Notes.”
Material United States Federal Income Tax Considerations		The exchange by a holder of outstanding notes for exchange notes to be issued in the exchange offer should not result in a taxable transaction for U.S. federal income tax purposes. See “Material United States Federal Income Tax Consequences.”
Accounting Treatment		We will not recognize any gain or loss for accounting purposes upon the completion of the exchange offer. The expenses of the exchange offer that we pay will be charged to expense in accordance with generally accepted accounting principles. See “The Exchange Offer—Accounting Treatment.”
Exchange Agent		Wells Fargo Bank, National Association, the trustee under the indenture, is serving as exchange agent in connection with the exchange offer. The address and telephone number of the exchange agent are listed under the heading “The Exchange Offer—Exchange Agent.”
Use of Proceeds		We will not receive any proceeds from the issuance of exchange notes in the exchange offer. We will pay all expenses incident to the exchange offer. See “Use of Proceeds.”

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Summary of the Terms of the Exchange Notes

The form and terms of the exchange notes and the outstanding notes are identical in all material respects, except that the transfer restrictions, registration rights and additional interest provisions in some circumstances relating to the timing of the exchange offer, which are applicable to the outstanding notes, do not apply to the exchange notes. The exchange notes will evidence the same debt as the outstanding notes and will be governed by the same indenture.

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Guarantees		The exchange notes will be guaranteed by each of our existing domestic subsidiaries that guarantees debt under our senior secured credit facilities or any other “Indebtedness” (as defined in the indenture) of us or certain of our subsidiaries and by certain of our future domestic subsidiaries, as described in this prospectus. We refer to these subsidiaries as the exchange note guarantors. There currently are two domestic subsidiaries, Covalence Specialty Adhesives LLC and Covalence Specialty Coatings LLC, each a Delaware limited liability company, who are guarantors of the outstanding notes and will be guarantors of the exchange notes.
		The guarantees of the exchange notes will be general unsecured senior subordinated obligations of the exchange note guarantors. Accordingly, they will rank:
		•		junior to all existing and future senior debt of the exchange note guarantors, including the exchange note guarantors’ guarantees of borrowings under our senior secured credit facilities and floating rate loan.
		•		effectively junior to all secured indebtedness of that guarantor to the extent of the value of the assets securing that debt
		•		equally with any future senior subordinated debt of the exchange note guarantors; and
		•		senior to all future debt of the exchange note guarantors that expressly provides that it is subordinated to the guarantees of the exchange notes.
		As of September 29, 2006, the guarantees of the notes were subordinated to $474.3 million of senior debt of the note guarantors, all of which consists of guarantees of our borrowings under our senior secured credit facilities and floating rate loan.
Optional Redemption		We may redeem the exchange notes, in whole or in part, at any time on or after March 1, 2011, at the redemption prices described in “Description of Exchange Notes—Optional Redemption,” plus accrued and unpaid interest, if any. Prior to March 1, 2011, we may redeem the exchange notes, in whole or in part, at a price equal to 100% of the principal amount plus a “make-whole” premium, plus accrued and unpaid interest, if any, to the date of redemption.

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		In addition, on or before March 1, 2009, we may redeem up to 35% of the exchange notes with the net cash proceeds from certain equity offerings at a redemption price of 100% of the principal amount of the notes redeemed. However, we may only make such redemptions if at least 65% of the aggregate principal amount of the exchange notes issued under the indenture remains outstanding immediately after the occurrence of such redemption.
Change of Control		If we experience specific kinds of changes of control, we must offer to purchase the exchange notes at 101% of their face amount, plus accrued interest.
Certain Covenants		The indenture governing the exchange notes will, among other things, limit our ability and the ability of our restricted subsidiaries to:
		•		borrow money or sell disqualified stock or preferred stock;
		•		pay dividends on or redeem or repurchase stock;
		•		make certain types of investments;
		•		sell assets;
		•		incur certain liens;
		•		restrict dividends or other payments from restricted subsidiaries;
		•		enter into transactions with affiliates; and
		•		consolidate, merge or sell all or substantially all of our assets.
		These covenants contain important exceptions, limitations and qualifications. For more details, see “Description of Exchange Notes.”

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Summary Historical Financial Data

The following table presents selected historical financial data for us and our predecessor, TP&A, for the periods indicated and should be read in conjunction with, and is qualified by reference to, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the respective financial statements and their notes included elsewhere in this prospectus, as well as other financial information included elsewhere in this prospectus.

The summary historical financial data of the predecessor for the years ended September 30, 2004, and 2005 and as of September 30, 2004 and 2005 have been derived from the audited financial statements of the predecessor included elsewhere in this prospectus. The selected historical financial data as of and for the year ended September 30, 2003 of the predecessor have been derived from the audited financial statements of the predecessor which are not included elsewhere in this prospectus. These financial statements were prepared in accordance with accounting principles generally accepted in the United States, which we refer to as “GAAP.” These financial statements have been prepared on a going-concern basis, as if certain assets of TP&A, which we acquired on February 16, 2006, had existed as an entity separate from Tyco during the periods presented. Tyco charged the predecessor operations a portion of its corporate support costs, including engineering, legal, treasury, planning, environmental, tax, auditing, information technology and other corporate services, based on usage, actual costs or other allocation methods considered reasonable by Tyco management. Accordingly, expenses included in the predecessor’s financial statements may not be indicative of the level of expenses which might have been incurred had the predecessor been operating as a separate stand-alone company. See note 1 of the audited financial statements for a discussion of the basis of presentation of the predecessor’s financial statements.

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		Predecessor																													Successor
		Year ended September 30, 2003							Year ended September 30, 2004							Year ended September 30, 2005							Period from October 1, 2005 to February 16, 2006								Period from February 17 to September 29, 2006
		($ in millions)																													($ in millions)
Statement of Operations Data:
Net revenue(1)			$		1,597.8					$		1,658.8					$		1,725.2					$		666.9						$		1,092.4
Cost of sales					1,344.1							1,366.2							1,477.4							579.0								980.7
Gross profit					253.7							292.6							247.8							87.9								111.7
Charges and allocations from Tyco and affiliates					95.3							65.0							56.4							10.4								—
Selling, general and administrative expenses					108.3							130.2							124.6							50.0								102.6
Restructuring and impairment charges (credits), net					(0.8	)						57.9							3.3							0.6								0.5
Operating income					50.9							39.5							63.5							26.9								8.6
Other income					—							—							—							—								(1.3	)
Interest expense, net					6.5							6.3							4.5							2.1								49.7
Interest expense (income), net—Tyco and affiliates					3.6							(1.7	)						11.2							5.5								—
Income (loss) before income taxes					40.8							34.9							47.8							19.3								(39.8	)
Income tax expense (benefit)					2.9							2.4							3.8							1.6								(13.7	)
Minority interest					0.2							0.2							—							—								—
Cumulative effect of accounting change					17.8							—							—							—								—
Net income (loss)			$		19.9					$