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**UNITED            STATES            SECURITIES & EXCHANGE COMMISSION**

**Washington,            D.C. 20549**

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**FORM            10-Q**

xThe Quarterly Report            Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the three            months ended June 29, 2007, or

oTransition Report Pursuant            to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period            from ______________ to ______________.

Commission File No.            1-5375
|                                                                                  |   |                                                        |
|---------------------------------------------------------------------------------------|--------|-------------------------------------------------------------|
| PENNSYLVANIA                                                                          |   | 23-1292472                                                  |
| (State or other                        jurisdiction of incorporation or organization) |   | (IRS                        Employer Identification Number) |
|                                                                                  |   |                                                        |
| 1210                        Northbrook Drive, Suite 470                               |   |                                                        |
| Trevose,                        Pennsylvania                                          |   | 19053                                                       |
| (Address of principal                        executive offices)                       |   | (Zip                        Code)                           |
|                                                                                  |   |                                                        |
| Registrant’s                        telephone number, including area code:      |   | 215-355-2900                                                |

Indicate by            check mark whether the registrant (1) has filed all reports required to be filed by            section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12            months (or for such shorter period that the registrant was required to file such            reports), and (2) has been subject to the filing requirements for at least the past 90            days.                      YES            x    NO            o

Indicate by            check mark whether the registrant is a large accelerated filer, an accelerated filer or            a            non-accelerated filer (as defined in Rule 12b-2 of the Act)
|                                                                                                         |                                       |                                           |
|--------------------------------------------------------------------------------------------------------------|--------------------------------------------|------------------------------------------------|
|           Large                        accelerated filer x | Accelerated filer                        o | Non-accelerated                        filer o |

Indicate by            check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the            Exchange Act).                      YES            o    NO            x

Indicate the            number of shares outstanding of each of the issuer’s classes of Common Stock, as            of August 6, 2007: 40,884,197

1

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**TABLE OF            CONTENTS**

|                               |                                                                                                                                      |     |
|------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------|----------|
| **PART                        I**  | **FINANCIAL                        INFORMATION**                                                                                          | **PAGE** |
|                               |                                                                                                                                      |     |
| Item                        1.     | Financial                        Statements                                                                                               |     |
|                               |                                                                                                                                      |     |
|                               | Consolidated                        Balance Sheets (Unaudited)                                                                            | 3        |
|                               | Consolidated                        Statements of Operations (Unaudited)                                                                  | 4        |
|                               | Consolidated                        Statements of Cash Flows (Unaudited)                                                                  | 5        |
|                               | Consolidated                        Statements of Changes in Shareholders’ Equity                        (Unaudited)                | 6        |
|                               | Notes                        to Unaudited Consolidated Financial Statements                                                               | 7        |
|                               |                                                                                                                                      |     |
| Item                        2.     | Management’s                        Discussion and Analysis of Financial Condition and Results of                        Operations | 15       |
|                               |                                                                                                                                      |     |
| Item                        3.     | Quantitative                        and Qualitative Disclosures about Market Risk                                                         | 24       |
|                               |                                                                                                                                      |     |
| Item                        4.     | Controls                        and Procedures                                                                                            | 24       |
|                               |                                                                                                                                      |     |
| **PART                        II** | **OTHER                        INFORMATION**                                                                                              |     |
|                               |                                                                                                                                      |     |
| Item                        1.     | Legal                        Proceedings                                                                                                  | 25       |
|                               |                                                                                                                                      |     |
| Item                        1a.    | Risk                        Factors                                                                                                       | 25       |
|                               |                                                                                                                                      |     |
| Item                        2.     | Unregistered                        Sales of Equity Securities and Use of Proceeds                                                        | 25       |
|                               |                                                                                                                                      |     |
| Item                        3.     | Defaults                        Upon Senior Securities                                                                                    | 25       |
|                               |                                                                                                                                      |     |
| Item                        4.     | Submission                        of Matters to a Vote of Security Holders                                                                | 25       |
|                               |                                                                                                                                      |     |
| Item                        5.     | Other                        Information                                                                                                  | 25       |
|                               |                                                                                                                                      |     |
| Item                        6.     | Exhibits                                                                                                                                  | 25       |
|                               |                                                                                                                                      |     |
|                               | Exhibit                        Index                                                                                                      | 33       |

2

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**PART I.            FINANCIAL INFORMATION**

**Item 1:            Financial Statements**

**Technitrol,            Inc. and Subsidiaries**

**Consolidated            Balance Sheets**

*In            thousands*

|                                                                  |   |                                                        |    |                                     |   |    |   |
|-----------------------------------------------------------------------|--------|-------------------------------------------------------------|---------|------------------------------------------|--------|---------|--------|
|                                                                  |   | June                        29,                        2007 |    | December 29,                        2006 |   |
|                                                                  |   |                                                             |    |                                          |   |
|                                                                  |   | (unaudited)                                                 |    |                                     |   |    |
| Assets                                                                |   |                                                        |    |                                     |   |    |   |
| Current                        assets:                                |   |                                                        |    |                                     |   |    |   |
| Cash and cash                        equivalents                      |   | $                                                           | 84,502  |                                     | $      | 87,195  |   |
| Trade receivables,                        net                         |   |                                                        | 176,081 |                                     |   | 160,083 |   |
| Inventories                                                           |   |                                                        | 109,341 |                                     |   | 106,397 |   |
| Prepaid expenses and                        other current assets      |   |                                                        | 29,462  |                                     |   | 31,121  |   |
|                                                                  |   |                                                             |         |                                     |        |         |   |
| Total current                        assets                           |   |                                                        | 399,386 |                                     |   | 384,796 |   |
|                                                                  |   |                                                        |    |                                     |   |    |   |
| Property, plant and                        equipment                  |   |                                                        | 248,213 |                                     |   | 248,209 |   |
| Less accumulated                        depreciation                  |   |                                                        | 149,786 |                                     |   | 140,863 |   |
|                                                                  |   |                                                             |         |                                     |        |         |   |
| Net property, plant and                        equipment              |   |                                                        | 98,427  |                                     |   | 107,346 |   |
| Deferred income                        taxes                          |   |                                                        | 16,535  |                                     |   | 16,135  |   |
| Goodwill,                        net                                  |   |                                                        | 224,903 |                                     |   | 220,528 |   |
| Other intangibles,                        net                         |   |                                                        | 30,328  |                                     |   | 32,334  |   |
| Other                        assets                                   |   |                                                        | 10,024  |                                     |   | 9,741   |   |
|                                                                  |   |                                                             |         |                                     |        |         |   |
|                                                                  |   | $                                                           | 779,603 |                                     | $      | 770,880 |   |
|                                                                  |   |                                                             |         |                                     |        |         |   |
|                                                                  |   |                                                        |    |                                     |   |    |   |
| Liabilities and                        Shareholders’ Equity     |   |                                                        |    |                                     |   |    |   |
| Current                        liabilities:                           |   |                                                        |    |                                     |   |    |   |
| Current installments of                        long-term debt         |   | $                                                           | — |                                     | $      | 60      |   |
| Short-term                        debt                                |   |                                                        | — |                                     |   | 1,771   |   |
| Accounts                        payable                               |   |                                                        | 96,193  |                                     |   | 97,593  |   |
| Accrued expenses and                        other current liabilities |   |                                                        | 80,749  |                                     |   | 96,368  |   |
|                                                                  |   |                                                             |         |                                     |        |         |   |
| Total current                        liabilities                      |   |                                                        | 176,942 |                                     |   | 195,792 |   |
|                                                                  |   |                                                        |    |                                     |   |    |   |
| Long-term                        liabilities:                         |   |                                                        |    |                                     |   |    |   |
| Long-term debt,                        excluding current installments |   |                                                        | 35,344  |                                     |   | 57,331  |   |
| Deferred income                        taxes                          |   |                                                        | 13,783  |                                     |   | 13,323  |   |
| Other long-term                        liabilities                    |   |                                                        | 34,324  |                                     |   | 14,314  |   |
|                                                                  |   |                                                        |    |                                     |   |    |   |
| Minority                        interest                              |   |                                                        | 9,977   |                                     |   | 9,691   |   |
|                                                                  |   |                                                        |    |                                     |   |    |   |
| Shareholders’                        equity:                    |   |                                                        |    |                                     |   |    |   |
| Common stock and                        additional paid-in capital    |   |                                                        | 221,024 |                                     |   | 218,919 |   |
| Retained                        earnings                              |   |                                                        | 261,595 |                                     |   | 243,084 |   |
| Other comprehensive                        income                     |   |                                                        | 26,614  |                                     |   | 18,426  |   |
|                                                                  |   |                                                             |         |                                     |        |         |   |
| Total                        shareholders’ equity               |   |                                                        | 509,233 |                                     |   | 480,429 |   |
|                                                                  |   |                                                             |         |                                     |        |         |   |
|                                                                  |   | $                                                           | 779,603 |                                     | $      | 770,880 |   |
|                                                                  |   |                                                             |         |                                     |        |         |   |

          See            accompanying Notes to Unaudited Consolidated Financial Statements.

3

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**Technitrol,            Inc. and Subsidiaries**

**Consolidated            Statements of Operations**

(Unaudited)*In thousands, except per share data*

|                                                                                                                                                                |   |                                                        |    |                                                        |   |                                                        |   |                                                        |    |   |   |    |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------|---------|-------------------------------------------------------------|--------|-------------------------------------------------------------|--------|-------------------------------------------------------------|---------|--------|--------|---------|--------|
|                                                                                                                                                                |   | Three                        Months Ended                   |    | Six                        Months Ended                     |   |
|                                                                                                                                                                |   | June                        29,                        2007 |    | June                        30,                        2006 |   | June                        29,                        2007 |   | June                        30,                        2006 |    |
|                                                                                                                                                                |   |                                                             |    |                                                             |   |                                                             |   |                                                             |    |
| Net sales                                                                                                                                                           |   | $                                                           | 258,512 |                                                        | $      | 239,238                                                     |   | $                                                           | 512,944 |   | $      | 460,331 |   |
|                                                                                                                                                                |
| Costs and                        expenses:                                                                                                                          |   |                                                        |    |                                                        |   |                                                        |   |                                                        |    |   |   |    |   |
| Cost of                        sales                                                                                                                                |   |                                                        | 201,232 |                                                        |   | 182,830                                                     |   |                                                        | 400,922 |   |   | 352,730 |   |
| Selling, general and                        administrative expenses                                                                                                 |   |                                                        | 33,738  |                                                        |   | 34,265                                                      |   |                                                        | 70,474  |   |   | 69,352  |   |
| Severance and asset                        impairment expense                                                                                                       |   |                                                        | 1,308   |                                                        |   | 2,946                                                       |   |                                                        | 11,223  |   |   | 3,811   |   |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |
|                                                                                                                                                                |
| Total costs and                        expenses applicable to sales                                                                                                 |   |                                                        | 236,278 |                                                        |   | 220,041                                                     |   |                                                        | 482,619 |   |   | 425,893 |   |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |
|                                                                                                                                                                |
| Operating                        profit                                                                                                                             |   |                                                        | 22,234  |                                                        |   | 19,197                                                      |   |                                                        | 30,325  |   |   | 34,438  |   |
|                                                                                                                                                                |
| Other income                        (expense):                                                                                                                      |   |                                                        |    |                                                        |   |                                                        |   |                                                        |    |   |   |    |   |
| Interest expense,                        net                                                                                                                        |   |                                                        | (986    | )                                                           |   | (1,774                                                      | )      |                                                        | (2,238  | )      |   | (2,461  | )      |
| Other income,                        net                                                                                                                            |   |                                                        | 1,018   |                                                        |   | 2,701                                                       |   |                                                        | 1,269   |   |   | 3,195   |   |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |
|                                                                                                                                                                |
| Total other income                        (expense)                                                                                                                 |   |                                                        | 32      |                                                        |   | 927                                                         |   |                                                        | (969    | )      |   | 734     |   |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |
|                                                                                                                                                                |
| Earnings from                        continuing operations before income taxes, minority interest and cumulative                        effect of accounting change |   |                                                        | 22,266  |                                                        |   | 20,124                                                      |   |                                                        | 29,356  |   |   | 35,172  |   |
|                                                                                                                                                                |
| Income taxes                                                                                                                                                        |   |                                                        | 1,229   |                                                        |   | 3,621                                                       |   |                                                        | 3,418   |   |   | 6,414   |   |
|                                                                                                                                                                |
| Minority                        interest                                                                                                                            |   |                                                        | 95      |                                                        |   | 1,267                                                       |   |                                                        | 285     |   |   | 1,555   |   |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |
|                                                                                                                                                                |
| Net earnings from                        continuing operations before cumulative effect of accounting                        change                                 |   |                                                        | 20,942  |                                                        |   | 15,236                                                      |   |                                                        | 25,653  |   |   | 27,203  |   |
| Cumulative effect of                        accounting change, net of income taxes                                                                                  |   |                                                        | — |                                                        |   | —                                                     |   |                                                        | — |   |   | 75      |   |
| Net loss from                        discontinued operations, net of income taxes                                                                                   |   |                                                        | — |                                                        |   | (14                                                         | )      |                                                        | — |   |   | (92     | )      |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |
| Net earnings                                                                                                                                                        |   | $                                                           | 20,942  |                                                        | $      | 15,222                                                      |   | $                                                           | 25,653  |   | $      | 27,186  |   |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |
|                                                                                                                                                                |   |                                                        |    |                                                        |   |                                                        |   |                                                        |    |   |   |    |   |
| Basic earnings per                        share from continuing operations before cumulative effect of accounting                        change                     |   | $                                                           | 0.52    |                                                        | $      | 0.38                                                        |   | $                                                           | 0.63    |   | $      | 0.67    |   |
| Cumulative effect of                        accounting change, net of income taxes                                                                                  |   |                                                        | — |                                                        |   | —                                                     |   |                                                        | — |   |   | 0.00    |   |
| Basic net loss per                        share from discontinued operations                                                                                        |   |                                                        | — |                                                        |   | (0.00                                                       | )      |                                                        | — |   |   | (0.00   | )      |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |
| Basic net earnings per                        share                                                                                                                 |   | $                                                           | 0.52    |                                                        | $      | 0.38                                                        |   | $                                                           | 0.63    |   | $      | 0.67    |   |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |
|                                                                                                                                                                |   |                                                        |    |                                                        |   |                                                        |   |                                                        |    |   |   |    |   |
| Diluted earnings per                        share from continuing operations before cumulative effect of accounting                        change                   |   | $                                                           | 0.51    |                                                        | $      | 0.38                                                        |   | $                                                           | 0.63    |   | $      | 0.67    |   |
| Cumulative effect of                        accounting change, net of income taxes                                                                                  |   |                                                        | — |                                                        |   | —                                                     |   |                                                        | — |   |   | 0.00    |   |
| Diluted net loss per                        share from discontinued operations                                                                                      |   |                                                        | — |                                                        |   | (0.00                                                       | )      |                                                        | — |   |   | (0.00   | )      |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |
| Diluted net earnings                        per share                                                                                                               |   | $                                                           | 0.51    |                                                        | $      | 0.38                                                        |   | $                                                           | 0.63    |   | $      | 0.67    |   |
|                                                                                                                                                                |   |                                                             |         |                                                        |        |                                                             |   |                                                             |         |   |        |         |   |

          See            accompanying Notes to Unaudited Consolidated Financial Statements.

4

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**Technitrol,            Inc. and Subsidiaries**

**Consolidated            Statements of Cash Flows**

(Unaudited)

*In            thousands*

|                                                                                                                              |   |                                                        |    |                                                        |   |    |   |
|-----------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------|---------|-------------------------------------------------------------|--------|---------|--------|
|                                                                                                                              |   | Six                        Months Ended                     |    |
|                                                                                                                              |   | June                        29,                        2007 |    | June                        30,                        2006 |   |
|                                                                                                                              |   |                                                             |    |                                                             |   |
| Cash flows from                        operating activities:                                                                      |   |                                                        |    |                                                        |   |    |   |
| Net earnings                                                                                                                      |   | $                                                           | 25,653  |                                                        | $      | 27,186  |   |
| Loss from discontinued                        operations, net of taxes                                                            |   |                                                        | — |                                                        |   | 92      |   |
| Adjustments to                        reconcile net earnings to net cash provided by operating                        activities: |   |                                                        |    |                                                        |   |    |   |
| Cumulative effect of                        accounting change, net of taxes                                                       |   |                                                        | — |                                                        |   | (75     | )      |
| Depreciation and                        amortization                                                                              |   |                                                        | 16,469  |                                                        |   | 16,629  |   |
| Stock incentive plan                        expense                                                                               |   |                                                        | 1,941   |                                                        |   | 1,453   |   |
| Minority interest in                        net earnings of consolidated subsidiary                                               |   |                                                        | 285     |                                                        |   | 1,555   |   |
| Severance and asset                        impairment expense, net of cash payments                                               |   |                                                        | 8,206   |                                                        |   | 530     |   |
| Changes in assets and                        liabilities, net of effect of acquisitions:                                          |   |                                                        |    |                                                        |   |    |   |
| Trade                        receivables                                                                                          |   |                                                        | (13,557 | )                                                           |   | (22,214 | )      |
| Inventories                                                                                                                       |   |                                                        | (2,196  | )                                                           |   | (5,980  | )      |
| Prepaid expenses and                        other current assets                                                                  |   |                                                        | 3,980   |                                                        |   | (3,052  | )      |
| Accounts payable and                        accrued expenses                                                                      |   |                                                        | (10,284 | )                                                           |   | 19,134  |   |
| Other, net                                                                                                                        |   |                                                        | (2,445  | )                                                           |   | (5,802  | )      |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |
| Net cash provided by                        operating activities                                                                  |   |                                                        | 28,052  |                                                        |   | 29,456  |   |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |
| Cash flows from                        investing activities:                                                                      |   |                                                        |    |                                                        |   |    |   |
| Acquisitions, net of                        cash acquired                                                                         |   |                                                        | — |                                                        |   | (52,987 | )      |
| Capital                        expenditures                                                                                       |   |                                                        | (8,893  | )                                                           |   | (11,051 | )      |
| Proceeds from sale of                        property, plant and equipment                                                        |   |                                                        | 6,882   |                                                        |   | 932     |   |
| Foreign currency impact                        on intercompany lending                                                            |   |                                                        | 146     |                                                        |   | (5,483  | )      |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |
| Net cash used in                        investing activities                                                                      |   |                                                        | (1,865  | )                                                           |   | (68,589 | )      |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |
| Cash flows from                        financing activities:                                                                      |   |                                                        |    |                                                        |   |    |   |
| Long-term                        borrowings                                                                                       |   |                                                        | 3,342   |                                                        |   | (308    | )      |
| Principal payments of                        long-term debt                                                                       |   |                                                        | (27,271 | )                                                           |   | (45,182 | )      |
| Dividends                        paid                                                                                             |   |                                                        | (7,142  | )                                                           |   | (7,095  | )      |
| Exercise of stock                        options                                                                                  |   |                                                        | 582     |                                                        |   | 558     |   |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |
| Net cash used in                        financing activities                                                                      |   |                                                        | (30,489 | )                                                           |   | (52,027 | )      |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |
|                                                                                                                              |
| Net effect of exchange                        rate changes on cash                                                                |   |                                                        | 1,609   |                                                        |   | (603    | )      |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |
| Cash flows of                        discontinued operations:                                                                     |   |                                                        |    |                                                        |   |    |   |
| Net cash used in                        operating activities                                                                      |   |                                                        | — |                                                        |   | (92     | )      |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |
| Net decrease in cash                        and cash equivalents from discontinued operations                                     |   |                                                        | — |                                                        |   | (92     | )      |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |
|                                                                                                                              |
| Net decrease in cash                        and cash equivalents                                                                  |   |                                                        | (2,693  | )                                                           |   | (91,855 | )      |
|                                                                                                                              |   |                                                        |    |                                                        |   |    |   |
| Cash and cash                        equivalents at beginning of period                                                           |   |                                                        | 87,195  |                                                        |   | 173,664 |   |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |
|                                                                                                                              |   |                                                        |    |                                                        |   |    |   |
| Cash and cash                        equivalents at end of period                                                                 |   | $                                                           | 84,502  |                                                        | $      | 81,809  |   |
|                                                                                                                              |   |                                                             |         |                                                        |        |         |   |

          See            accompanying Notes to Unaudited Consolidated Financial Statements.

5

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**Technitrol,            Inc. and Subsidiaries**

**Consolidated            Statements of Changes in Shareholders’ Equity**

Six Months Ended            June 29, 2007

(Unaudited)*In thousands, except per share data*

|                                                                  |   |                                                                           |    |                                     |   |                                                                                                        |   |   |    |   |   |                |   |   |                                 |   |
|-----------------------------------------------------------------------|--------|--------------------------------------------------------------------------------|---------|------------------------------------------|--------|-------------------------------------------------------------------------------------------------------------|--------|--------|---------|--------|--------|---------------------|--------|--------|--------------------------------------|--------|
|                                                                  |   | Common                        stock and                        paid-in capital |    | Retained                        earnings |   | Accumulated                        other                        comprehensive                        income |   |   |    |   |
|                                                                  |   |                                                                                |    |                                     |   | Comprehensive                        income                                                                 |   |
|                                                                  |   | Shares                                                                         |    | Amount                                   |   |                                                                                                        |   |   |
|                                                                  |   |                                                                                |    |                                          |   |                                                                                                             |   |        |    |        |   |
| Balance at December 29,                        2006                   |   |                                                                           | 40,751  |                                     | $      | 218,919                                                                                                     |   | $      | 243,084 |   |   | $  18,426 |   |   |                                 |   |
| Stock options, awards                        and related compensation |   |                                                                           | 133     |                                     |   | 2,105                                                                                                       |   |   | — |   |   | —             |   |   |                                 |   |
| Dividends declared                        ($0.0875 per share)         |   |                                                                           | — |                                     |   | —                                                                                                     |   |   | (7,142  | )      |   | —             |   |   |                                 |   |
| Currency translation                        adjustments               |   |                                                                           | — |                                     |   | —                                                                                                     |   |   | — |   |   | 8,093               |   |   | $     8,093 |   |
| Unrealized holding                        gains on securities         |   |                                                                           | — |                                     |   | —                                                                                                     |   |   | — |   |   | 95                  |   |   | 95                                   |   |
| Net earnings                                                          |   |                                                                           | — |                                     |   | —                                                                                                     |   |   | 25,653  |   |   | —             |   |   | 25,653                               |   |
|                                                                  |   |                                                                           |    |                                     |   |                                                                                                        |   |   |    |   |   |                |   |   |                                      |   |
| Comprehensive                        income                           |   |                                                                           |    |                                     |   |                                                                                                        |   |   |    |   |   |                |   |   | $   33,841            |   |
|                                                                  |   |                                                                                |         |                                     |        |                                                                                                             |   |        |         |   |   |                     |   |   |                                      |   |
| Balance at June 29,                        2007                       |   |                                                                           | 40,884  |                                     | $      | 221,024                                                                                                     |   | $      | 261,595 |   |   | $  26,614 |   |   |                                 |   |
|                                                                  |   |                                                                                |         |                                     |        |                                                                                                             |   |        |         |   |   |                     |   |   |                                 |   |

          See            accompanying Notes to Unaudited Consolidated Financial Statements.

6

----

**Technitrol,            Inc. and Subsidiaries**

**Notes to            Unaudited Consolidated Financial Statements**

|   |                                       |
|--------|--------------------------------------------|
| (1)    | Accounting                        policies |

          For            a complete description of the accounting policies of Technitrol, Inc. and its            consolidated subsidiaries, refer to Note 1 of Notes to Consolidated Financial            Statements included in Technitrol’s Form 10-K filed for the year ended December            29, 2006. We sometimes refer to Technitrol as “we” or “our”. We            now refer to Pulse as the Electronics Components Group or “Electronics” and            AMI Doduco as the Electrical Contact Products Group or            “Electrical”.

          The            results for the three and six months ended June 29, 2007 and June 30, 2006 have been            prepared by our management without audit by our independent auditors. In the opinion of            management, the financial statements fairly present in all material respects, the            financial position and results of operations for the periods presented. To the best of            our knowledge and belief, all adjustments have been made to properly reflect income and            expenses attributable to the periods presented. Except for severance and asset            impairment expenses, all such adjustments are of a normal recurring nature. Operating            results for the six months ended June 29, 2007 are not necessarily indicative of annual            results.

                      New Accounting Pronouncements

          In            February 2007, the Financial Accounting Standards Board (“FASB”) issued            Statement No. 159, *The Fair Value Option for Financial Assets and Financial            Liabilities* (“SFAS 159”). This statement provides the option to report            certain financial assets and liabilities at fair value, with the intent to mitigate            volatility in financial reporting that can occur when related assets and liabilities            are recorded on different bases. This statement is effective for us beginning December            29, 2007. We are currently evaluating the effect that SFAS 159 will have on our            consolidated financial statements.

          In            September 2006, the FASB issued Statement No. 157, *Fair Value Measurements*            (“SFAS 157”). This statement defines fair value, establishes a framework            for measuring fair value in GAAP, and enhances disclosures about fair value            measurements. SFAS 157 applies when other accounting pronouncements require fair value            measurements; it does not require new fair value measurements. We are required to adopt            this statement on December 29, 2007 and we are currently evaluating the effect that            SFAS 157 will have on our consolidated financial statements.

          In            July 2006, FASB issued its Interpretation No. 48, *Accounting for Uncertainty in            Income Taxes - an interpretation of FASB Statement No. 109*, (“FIN 48”),            which clarifies the accounting for uncertainty in income taxes recognized in an            entity’s financial statements in accordance with Statement No. 109, Accounting            for Income Taxes. This interpretation prescribes a minimum recognition threshold (more            likely than not or greater than 50 percent) and measurement attributes for financial            statement disclosure of tax positions taken or expected to be taken on a tax return or            otherwise. We adopted this interpretation on December 30, 2006. See Note 6 for detail            regarding the adoption of this interpretation.

7

----

**Technitrol,            Inc. and Subsidiaries**

**Notes to            Unaudited Consolidated Financial Statements**, continued

|   |         |
|--------|--------------|
| (2)    | Acquisitions |

*                      Larsen Group*: In December 2006, we acquired certain assets which            comprise the Larsen Group (“Larsen”). Headquartered in Vancouver,            Washington, Larsen had production operations in the United States, Mexico, China and            France. We have included the acquired assets in our consolidated balance sheet since            the effective date of the acquisition. The results of Larsen’s operations are            included in our consolidated net earnings beginning in 2007. Larsen manufactured            non-cellular wireless and automotive antennas and expanded our Electronics’            antenna division. The purchase price and preliminary fair value of the acquired assets            were not material to our consolidated financial statements.

*                      ERA Group*: On January 4, 2006, we acquired all of the capital stock of ERA            Group, headquartered in Herrenberg, Germany with production operations in Germany,            China and Tunisia. The results of ERA’s operations have been included in our            consolidated financial statements since the effective date of the acquisition. ERA            produced advanced-technology ignition coils, along with a variety of other coils and            transformers used in automotive, heating/ventilation/air conditioning and appliance            applications. It became the foundation of our Electronics automotive division. The            purchase price was approximately $53.4 million, net of cash acquired of $1.3 million,            and including acquisition costs of approximately $0.9 million. The purchase price was            financed primarily with bank credit under our multi-currency credit facility. The fair            value of the net tangible assets acquired approximated $12.0 million. In addition to            the fair value of net tangible assets acquired, purchase price allocations included            $2.2 million for intellectual property, $3.1 million for customer relationships and            $37.4 million allocated to goodwill. Each of the identifiable intangibles with finite            lives are being amortized, using lives of five years for intellectual property and            customer relationships.

*                      Full Rise Electronic Co., Ltd*.: Full Rise Electronic Co., Ltd.            (“FRE”) was headquartered in Taiwan with production operations in China.            FRE manufactured connector products including single and multiple-port jacks, and            supplied products to us under a cooperation agreement. We began making investments in            FRE in April 2001. As of June 29, 2007, our investment in FRE was approximately $31.5            million and our ownership percentage was approximately 71%. Our net earnings therefore            reflect FRE’s net earnings, after deducting the minority shareholders’            interest. Purchases of common stock in FRE were allocated, on a pro rata basis, to            goodwill, identifiable intangible assets, and property, plant, and equipment according            to the estimated fair value of such assets as of the date we began consolidating            FRE’s results with our own. Based on the fair value of net tangible assets            acquired and our current ownership percentage, the allocation of the investment to            intangibles was $0.5 million for technology, $0.6 million for trademarks, $2.1 million            for customer relationships and $8.8 million of goodwill. All of the identifiable            intangibles are being amortized, using lives of four years for technology and customer            relationships.

|   |        |
|--------|-------------|
| (3)    | Divestiture |

          In            2005, we received approximately $6.7 million for the sale of Electrical’s bimetal            and metal cladding operations. In December of 2006, all remaining fixed assets were            sold for approximately $2.0 million, which resulted in a pretax gain of $0.6 million            over the previously carried $1.4 million net book value. During 2006, all the results            of the bimetal and metal cladding operations were reflected as discontinued operations            on the consolidated statements of operations. There were no sales or net earnings to            include in our consolidated statements of operations for the six months ended June 29,            2007. We recorded no sales and a net loss of $0.1 million in the consolidated            statements of operations for the six months ended June 30, 2006.

8

----

**Technitrol,            Inc. and Subsidiaries**

**Notes to            Unaudited Consolidated Financial Statements**, continued

|   |        |
|--------|-------------|
| (4)    | Inventories |

         Inventories            consisted of the following (*in thousands*):

|                                              |   |                                                        |                                     |   |   |    |   |
|---------------------------------------------------|--------|-------------------------------------------------------------|------------------------------------------|--------|--------|---------|--------|
|                                              |   | June                        29,                        2007 | December 29,                        2006 |   |
|                                              |   |                                                             |                                          |        |   |
| Finished                        goods             |   | $                                                           | 38,531                                   |   | $      | 37,415  |   |
| Work in                        process            |   |                                                        | 26,620                                   |   |   | 23,843  |   |
| Raw materials and                        supplies |   |                                                        | 44,190                                   |   |   | 45,139  |   |
|                                              |   |                                                             |                                          |   |        |         |   |
|                                              |   | $                                                           | 109,341                                  |   | $      | 106,397 |   |
|                                              |   |                                                             |                                          |   |        |         |   |

|   |                                                       |
|--------|------------------------------------------------------------|
| (5)    | Goodwill and                        other intangibles, net |

          The            changes in the carrying amounts of goodwill for the six months ended June 29, 2007 were            as follows (*in thousands*):

|                                                                    |   |                            |    |   |
|-------------------------------------------------------------------------|--------|---------------------------------|---------|--------|
| Balance at December                        29, 2006                     |   | $           | 220,528 |   |
|                                                                    |   |                            |    |   |
| Goodwill acquired                        during the period              |   |                            | — |   |
| Purchase price                        allocations and other adjustments |   |                            | 258     |   |
| Currency translation                        adjustments                 |   |                            | 4,117   |   |
|                                                                    |   |                                 |         |   |
|                                                                    |   |                            |    |   |
| Balance at June 29,                        2007                         |   | $      | 224,903 |   |
|                                                                    |   |                                 |         |   |

          The            majority of our goodwill and other intangibles relate to our Electronics            segment.

          Other            intangible assets were as follows (*in thousands*):

|                                                                                       |   |                                                        |                                     |   |   |    |   |
|--------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------|------------------------------------------|--------|--------|---------|--------|
|                                                                                       |   | June                        29,                        2007 | December 29,                        2006 |   |
|                                                                                       |   |                                                             |                                          |        |   |
| Intangible assets                        subject to amortization (*finite lives*):         |   |                                                        |                                     |   |   |    |   |
| Technology                                                                                 |   | $                                                           | 11,306                                   |   | $      | 11,207  |   |
| Customer                        relationships                                              |   |                                                        | 26,710                                   |   |   | 26,102  |   |
| Tradename/trademark                                                                        |   |                                                        | 393                                      |   |   | 383     |   |
| Other                                                                                      |   |                                                        | 2,402                                    |   |   | 2,402   |   |
|                                                                                       |   |                                                             |                                          |   |        |         |   |
| Total                                                                                      |   | $                                                           | 40,811                                   |   | $      | 40,094  |   |
|                                                                                       |   |                                                        |                                     |   |   |    |   |
| Accumulated                        amortization:                                           |   |                                                        |                                     |   |   |    |   |
| Technology                                                                                 |   | $                                                           | (7,748                                   | )      | $      | (7,113  | )      |
| Customer                        relationships                                              |   |                                                        | (6,112                                   | )      |   | (4,391  | )      |
| Tradename/trademark                                                                        |   |                                                        | (393                                     | )      |   | (383    | )      |
| Other                                                                                      |   |                                                        | (888                                     | )      |   | (531    | )      |
|                                                                                       |   |                                                             |                                          |   |        |         |   |
| Total                                                                                      |   | $                                                           | (15,141                                  | )      | $      | (12,418 | )      |
|                                                                                       |   |                                                             |                                          |   |        |         |   |
|                                                                                       |   |                                                        |                                     |   |   |    |   |
| Net tangible assets                        subject to amortization                         |   | $                                                           | 25,670                                   |   | $      | 27,676  |   |
|                                                                                       |   |                                                        |                                     |   |   |    |   |
| Intangible assets                        not subject to amortization (*indefinite lives*): |   |                                                        |                                     |   |   |    |   |
| Tradename                                                                                  |   | $                                                           | 4,658                                    |   | $      | 4,658   |   |
|                                                                                       |   |                                                             |                                          |   |        |         |   |
|                                                                                       |   |                                                        |                                     |   |   |    |   |
| Other intangibles,                        net                                              |   | $                                                           | 30,328                                   |   | $      | 32,334  |   |
|                                                                                       |   |                                                             |                                          |   |        |         |   |

9

----

**Technitrol,            Inc. and Subsidiaries**

**Notes to            Unaudited Consolidated Financial Statements**, continued

|   |                                                                  |
|--------|-----------------------------------------------------------------------|
| (5)    | Goodwill and                        other intangibles, net, continued |

          Amortization            expense was $2.6 million and $2.0 million for the six months ended June 29, 2007 and            June 30, 2006, respectively. Estimated annual amortization expense for each of the next            five years is as follows (*in thousands*):

|                               |   |                                  |   |   |
|------------------------------------|--------|---------------------------------------|--------|--------|
| Year                        Ending |   |                                  |   |   |
|                                    |   |                                  |   |   |
|                               |   |                                  |   |   |
| 2008                               |   | $       | 4,567  |   |
| 2009                               |   | $                                     | 3,989  |   |
| 2010                               |   | $                                     | 3,639  |   |
| 2011                               |   | $                                     | 2,283  |   |
| 2012                               |   | $                                     | 2,163  |   |

|   |                                |
|--------|-------------------------------------|
| (6)    | Income                        taxes |

          We            adopted the provisions of FIN 48 on December 30, 2006 and, at the date of adoption, we            had $22.8 million of unrecognized income tax benefits. Upon adoption of FIN 48, we did            not recognize a material adjustment to our liabilities for unrecognized tax benefits,            but we reclassified approximately $18.3 million of unrecognized tax benefits from            current to long-term liabilities. These benefits are not expected to be recognized            within the next twelve months. At June 29, 2007, we have $23.5 million of unrecognized            income tax benefits. All of these tax benefits would affect our effective tax rate, if            recognized. Other than financial statement disclosures, the adoption of this            interpretation had no other impact on our consolidated financial statements.

          Our            continuing practice is to recognize interest and/or penalties related to income tax            matters as income tax expense. As of June 29, 2007, we have $1.9 million accrued for            interest and/or penalties related to uncertain income tax positions.

          We            are subject to U.S. federal income tax as well as income tax in multiple state and            non-U.S. jurisdictions. With respect to federal and state income tax, tax returns for            all years after 2002 are subject to future examination by the respective tax            authorities. With respect to material non-U.S. jurisdictions in which we operate, tax            returns for all years after 1999 are subject to future examination by the respective            tax authorities.

|   |                                         |
|--------|----------------------------------------------|
| (7)    | Defined benefit                        plans |

          In            the six months ended June 29, 2007 we contributed approximately $0.2 million to our            principle defined benefit plans and we expect to contribute approximately $0.4 million            for the full fiscal year in 2007. Our net periodic expense was approximately $0.3            million and $0.7 million in the three and six months ended June 29, 2007 and June 30,            2006, respectively, and is expected to be approximately $1.3 million for the full            fiscal year in 2007.

|   |                                                           |
|--------|----------------------------------------------------------------|
| (8)    | Accounting for                        stock-based compensation |

          We            have an incentive compensation plan for our employees. The primary component of this            plan is restricted stock, which grants the recipient the right of ownership of our            common stock, conditional on

10

----

**Technitrol,            Inc. and Subsidiaries**

**Notes to            Unaudited Consolidated Financial Statements**, continued

|   |                                                                      |
|--------|---------------------------------------------------------------------------|
| (8)    | Accounting for                        stock-based compensation, continued |

continued            employment for a specified period. Another component is stock options. On December 31,            2005, we adopted FASB Statement No.123(R) (“SFAS 123(R)”), which replaces            SFAS 123 and supersedes APB Opinion 25. Under SFAS 123(R), compensation cost            relating to stock-based payment transactions is recognized in the financial statements,            and is based on the fair value of the equity or liability instruments issued.            SFAS 123(R) applies to all of our outstanding unvested stock-based payment awards            as of December 31, 2005 and all prior awards using the modified prospective transition            method without restatement of prior periods. As we had previously adopted SFAS 123, as            amended by SFAS 148, at the beginning of the 2003 fiscal year, whereby compensation            expense was recorded for all awards subsequent to adoption, adoption of SFAS 123(R) did            not significantly impact our financial position or our results of operations. Upon            adoption of SFAS 123(R), the cumulative effect recorded in the year ended December 29,            2006 was a gain of $0.1 million, net of taxes.

          The            following table presents the amount of stock-based compensation expense included in the            Consolidated Statements of Operations during the three and six months ended June 29,            2007 and June 30, 2006 (*in thousands*):

|                                                                                                                                  |                                      |                                                        |                                       |                                                        |   |                                                        |                                 |                                                        |   |                                       |   |   |   |
|---------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------|-------------------------------------------------------------|--------------------------------------------|-------------------------------------------------------------|--------|-------------------------------------------------------------|--------------------------------------|-------------------------------------------------------------|--------|--------------------------------------------|--------|--------|--------|
|                                                                                                                                  | Three                        Months Ended |                                                        | Six                        Months Ended    |                                                        |
|                                                                                                                                  |                                      | June                        29,                        2007 |         | June                        30,                        2006 |   | June                        29,                        2007 |                                 | June                        30,                        2006 |   |
|                                                                                                                                  |                                      |                                                             |                                       |                                                             |   |                                                             |                                 |                                                             |   |
| Restricted                        stock                                                                                               |                                      | $                                                           | 742                                        |                                                        | $      | 491                                                         |                                 | $                                                           | 1,675  |                                       | $      | 1,215  |   |
| Stock                        options                                                                                                  |                                      |                                                        | 123                                        |                                                        |   | 208                                                         |        |                                                        | 266    |         |   | 238    |   |
|                                                                                                                                  |                                      |                                                             |                                       |                                                             |   |                                                             |                                 |                                                             |   |
| Total stock-based                        compensation included in selling, general and administrative                        expenses |                                      |                                                        | 865                                        |                                                        |   | 699                                                         |                                 |                                                        | 1,941  |                                       |   | 1,453  |   |
| Income tax                        benefit                                                                                             |                                      |                                                        | (295                                       | )                                                           |   | (245                                                        | )                                    |                                                        | (653   | )                                          |   | (508   | )      |
|                                                                                                                                  |                                      |                                                             |                                       |                                                             |   |                                                             |                                 |                                                             |   |
| Total after-tax                        stock-based compensation expense                                                               |                                      | $                                                           | 570                                        |                                                        | $      | 454                                                         |                                 | $                                                           | 1,288  |                                       | $      | 945    |   |
|                                                                                                                                  |                                      |                                                             |                                       |                                                             |   |                                                             |                                 |                                                             |   |

*Restricted            Stock*: The value of restricted stock issued is based on the market price of the            stock at the award date. Shares are held by us until the continued employment            requirement has been attained. The market value of the shares at the date of grant is            charged to expense on a straight-line basis over the vesting period. Cash awards, which            are intended to assist recipients with their resulting personal tax liability, are            based on the market value of the shares and are accrued over the vesting period. The            expense related to the cash award is fixed based on the value of the awarded stock on            the grant date if the recipient makes an election under Section 83(b) of the Internal            Revenue Code. If the recipient does not make an election under Section 83(b), the            expense related to the cash award is variable based on the market value of the            shares.

A summary of the restricted            stock activity is as follows (*in thousands, except per share data*):

|                                                  |   |   |   |                                                                                                          |   |   |   |
|-------------------------------------------------------|--------|--------|--------|---------------------------------------------------------------------------------------------------------------|--------|--------|--------|
|                                                  |   | Shares |   | Weighted                        Average Grant                        Price                        (Per Share) |   |
|                                                  |   |        |   |                                                                                                               |        |
| Nonvested at                        December 29, 2006 |   |   | 205    |                                                                                                          | $      | 20.48  |   |
| Granted                                               |   |   | 96     |                                                                                                          | $      | 26.31  |   |
| Vested                                                |   |   | (73    | )                                                                                                             | $      | 21.24  |   |
| Forfeited                                             |   |   | (2     | )                                                                                                             | $      | 21.37  |   |
|                                                  |   |        |        |                                                                                                          |   |   |   |
| Nonvested at June                        29, 2007     |   |   | 226    |                                                                                                          | $      | 22.69  |   |
|                                                  |   |        |        |                                                                                                          |   |   |   |

11

----

**Technitrol,            Inc. and Subsidiaries**

**Notes to            Unaudited Consolidated Financial Statements,** continued

|   |                                                                      |
|--------|---------------------------------------------------------------------------|
| (8)    | Accounting for                        stock-based compensation, continued |

          As            of June 29, 2007, there was approximately $3.4 million of total unrecognized            compensation cost related to restricted stock grants. This unrecognized compensation is            expected to be recognized over a weighted-average period of approximately 2.2            years.

*Stock            Options*: Stock options are granted at no cost to the employee and cannot be            granted at a price lower than the fair market value at date of grant. These options            expire seven years from the date of grant and vest equally over four years. There were            no options issued during the six months ended June 29, 2007 or during the year ended            December 29, 2006. We value our stock options according to the fair value method using            the Black-Scholes option-pricing model.

A summary of the            stock options activity is as follows (*in thousands, except per share            data*):

|                                                       |   |   |    |                                                                                                                                    |   |   |                                                                    |   |   |   |   |   |   |   |
|------------------------------------------------------------|--------|--------|---------|-----------------------------------------------------------------------------------------------------------------------------------------|--------|--------|-------------------------------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|
|                                                       |   | Shares |    | Weighted                        Average                        Exercise                        Price                        (Per Share) |   |   | Aggregate                        Intrinsic                        Value |   |   |
|                                                       |   |        |    |                                                                                                                                         |   |   |                                                                         |   |   |
| Outstanding as of                        December 29, 2006 |   |   | 295     |                                                                                                                                    |   | $      | 18.99                                                                   |   |   |   |   |   |   |   |
| Granted                                                    |   |   | — |                                                                                                                                    |   |   | —                                                                 |   |   |   |   |   |   |   |
| Exercised                                                  |   |   | (30     | )                                                                                                                                       |   | $      | 19.24                                                                   |   |   |   |   |   |   |   |
| Forfeited/expired                                          |   |   | (52     | )                                                                                                                                       |   | $      | 19.06                                                                   |   |   |   |   |   |   |   |
|                                                       |   |        |    |                                                                                                                                    |   |   |                                                                    |
| Outstanding as of June                        29, 2007     |   |   | 213     |                                                                                                                                    |   | $      | 18.94                                                                   |   |   |   | $      | 2,071  |   |   |
| Exercisable at June 29,                        2007        |   |   | 170     |                                                                                                                                    |   | $      | 19.37                                                                   |   |   |   | $      | 1,581  |   |   |

          As            of June 29, 2007, there was $0.2 million of total unrecognized compensation cost            related to option grants. This unrecognized compensation is expected to be recognized            over a weighted-average period of approximately 1.1 years.

          During            the six months ended June 29, 2007, cash received from stock options exercised was $0.6            million. The total intrinsic value of stock options exercised during the six months            ended June 29, 2007 was $0.2 million and was $0.1 million during the six months ended            June 30, 2006. SFAS 123(R) requires that tax benefits from deductions in excess of the            compensation cost of stock options exercised be classified as a cash inflow from            financing. However, there was no effect on the current year net cash provided by            operating activities and net cash used in financing activities due to the minimal            amount of stock options exercised during the six months ended June 29, 2007. Prior to            adopting SFAS 123(R), we presented these benefits in the operating section of the            consolidated statements of cash flow.

          No            amounts of stock-based compensation cost have been capitalized into inventory or other            assets during the six months ended June 29, 2007.

|   |                                      |
|--------|-------------------------------------------|
| (9)    | Earnings per                        share |

          Basic            earnings per share are calculated by dividing net earnings by the weighted average            number of common shares outstanding (excluding unvested restricted shares) during the            period. For calculating diluted earnings per share, common share equivalents are added            to the weighted average number of common shares outstanding. Common share equivalents            are computed based on the number of outstanding options to purchase common stock and            unvested restricted shares as calculated using the treasury stock

12

----

**Technitrol,            Inc. and Subsidiaries**

**Notes to            Unaudited Consolidated Financial Statements,** continued

|   |                                                 |
|--------|------------------------------------------------------|
| (9)    | Earnings per                        share, continued |

method. There            were approximately 172,000 and 147,000 and 147,000 and 117,000 common share equivalents            for the three and six months ended June 29, 2007 and June 30, 2006, respectively. Also,            there were approximately 213,000 and 445,000 stock options outstanding as of June 29,            2007 and June 30, 2006, respectively. We had unvested restricted shares outstanding of            approximately 226,000 and 184,000 as of June 29, 2007 and June 30, 2006,            respectively.

Earnings (loss)            per share calculations are as follows (*in thousands, except per share            amounts*):

|                                                           |   |                                                        |                         |                                                        |   |                                                        |   |                                                        |    |   |   |   |   |
|----------------------------------------------------------------|--------|-------------------------------------------------------------|------------------------------|-------------------------------------------------------------|--------|-------------------------------------------------------------|--------|-------------------------------------------------------------|---------|--------|--------|--------|--------|
|                                                           |   | Three                        Months Ended                   |                         | Six                        Months Ended                     |   |
|                                                           |   | June                        29,                        2007 |                         | June                        30,                        2006 |   | June                        29,                        2007 |   | June                        30,                        2006 |    |
|                                                           |   |                                                             |                         |                                                             |   |                                                             |   |                                                             |    |
| Net                        earnings from continuing operations |   | $                                                           | 20,942                       |                                                        | $      | 15,236                                                      |   | $                                                           | 25,653  |   | $      | 27,203 |   |
| Cumulative effect of                        accounting change  |   |                                                        | —                      |                                                        |   | —                                                     |   |                                                        | — |   |   | 75     |   |
| Net                        loss from discontinued operations   |   |                                                        | —                      |                                                        |   | (14                                                         | )      |                                                        | — |   |   | (92    | )      |
|                                                           |   |                                                             |                              |                                                        |        |                                                             |   |                                                             |         |   |        |        |   |
| Net                        earnings                            |   | $                                                           | 20,942                       |                                                        | $      | 15,222                                                      |   | $                                                           | 25,653  |   | $      | 27,186 |   |
|                                                           |   |                                                             |                              |                                                        |        |                                                             |   |                                                             |         |   |        |        |   |
| Basic earnings (loss)                        per share:        |   |                                                        |                         |                                                        |   |                                                        |   |                                                        |    |   |   |   |   |
| Shares                                                         |   |                                                        | 40,572                       |                                                        |   | 40,361                                                      |   |                                                        | 40,555  |   |   | 40,343 |   |
| Continuing                        operations                   |   | $                                                           | 0.52                         |                                                        | $      | 0.38                                                        |   | $                                                           | 0.63    |   | $      | 0.67   |   |
| Cumulative effect of                        accounting change  |   |                                                        | —                      |                                                        |   | —                                                     |   |                                                        | — |   |   | 0.00   |   |
| Discontinued                        operations                 |   |                                                        | —                      |                                                        |   | (0.00                                                       | )      |                                                        | — |   |   | (0.00  | )      |
|                                                           |   |                                                             |                              |                                                        |        |                                                             |   |                                                             |         |   |        |        |   |
| Per share                        amount                        |   | $                                                           | 0.                        52 |                                                        | $      | 0.38                                                        |   | $                                                           | 0.63    |   | $      | 0.67   |   |
|                                                           |   |                                                             |                              |                                                        |        |                                                             |   |                                                             |         |   |        |        |   |
| Diluted earnings (loss)                        per share:      |   |                                                        |                         |                                                        |   |                                                        |   |                                                        |    |   |   |   |   |
| Shares                                                         |   |                                                        | 40,744                       |                                                        |   | 40,508                                                      |   |                                                        | 40,702  |   |   | 40,460 |   |
| Continuing                        operations                   |   | $                                                           | 0.51                         |                                                        | $      | 0.38                                                        |   | $                                                           | 0.63    |   | $      | 0.67   |   |
| Cumulative effect of                        accounting change  |   |                                                        | —                      |                                                        |   | —                                                     |   |                                                        | — |   |   | 0.00   |   |
| Discontinued                        operations                 |   |                                                        | —                      |                                                        |   | (0.00                                                       | )      |                                                        | — |   |   | (0.00  | )      |
|                                                           |   |                                                             |                              |                                                        |        |                                                             |   |                                                             |         |   |        |        |   |
| Per share                        amount                        |   | $                                                           | 0.51                         |                                                        | $      | 0.38                                                        |   | $                                                           | 0.63    |   | $      | 0.67   |   |
|                                                           |   |                                                             |                              |                                                        |        |                                                             |   |                                                             |         |   |        |        |   |

|   |                                                          |
|--------|---------------------------------------------------------------|
| (10)   | Severance and asset                        impairment expense |

          In            the six months ended June 29, 2007, we accrued $11.2 million for cost reduction actions            at Electronics and Electrical. These include severance and related payments of $8.7            million related to the termination of manufacturing and support personnel and $2.5            million to write down the value of certain fixed assets to their disposal value. We            expect cash payments resulting from these expenses to be paid by December 28, 2007,            except for remaining lease and severance payments to be made over a specified            term.

          Changes            in our severance and asset impairment accrual are summarized on a year-to-date basis            for 2007 as follows (*in millions*):

|                                                                     |   |       |   |   |        |   |   |   |   |   |   |   |   |   |   |
|--------------------------------------------------------------------------|--------|------------|--------|--------|-------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                                     |   | Electrical |   |   | Electronics |   |   | Total  |   |
|                                                                     |   |            |   |   |             |   |   |        |   |
| Balance accrued at                        December 29, 2006              |   |       | $      | 0.5    |        |   |   | $      | 3.8    |   |   |   | $      | 4.3    |   |
| Accrued during the six                        months ended June 29, 2007 |   |       |   | 0.1    |        |   |   |   | 11.1   |   |   |   |   | 11.2   |   |
| Severance and other                        cash payments                 |   |       |   | (0.1   | )           |   |   |   | (2.9   | )      |   |   |   | (3.0   | )      |
| Non-cash asset                        disposals                          |   |       |   | (0.1   | )           |   |   |   | (2.7   | )      |   |   |   | (2.8   | )      |
|                                                                     |   |       |        |        |        |   |   |        |        |   |   |   |        |        |   |
| Balance accrued at June                        29, 2007                  |   |       | $      | 0.4    |        |   |   | $      | 9.3    |   |   |   | $      | 9.7    |   |
|                                                                     |   |       |        |        |        |   |   |        |        |   |   |   |        |        |   |

13

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**Technitrol,            Inc. and Subsidiaries**

**Notes to            Unaudited Consolidated Financial Statements,** continued

|   |                                                |
|--------|-----------------------------------------------------|
| (11)   | Business segment                        information |

          For            the six months ended June 29, 2007 and June 30, 2006 there were immaterial amounts of            intersegment revenues eliminated in consolidation. There has been no material change in            segment assets from December 29, 2006 to June 29, 2007. In addition, the basis for            determining segment financial information has not changed from 2006. However, we now            refer to Pulse as the Electronic Components Group (“Electronics”) and AMI            Doduco as the Electrical Contact Products Group (“Electrical”). Specific            segment data are as follows (*in thousands*):

|                                                                                                                                                                      |   |                                                        |   |    |                                                        |   |   |                                                        |    |   |                                                        |   |   |    |   |   |   |   |    |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------------------------|--------|---------|-------------------------------------------------------------|--------|--------|-------------------------------------------------------------|---------|--------|-------------------------------------------------------------|--------|--------|---------|--------|--------|--------|--------|---------|--------|
|                                                                                                                                                                 |   | Three                        Months Ended                   |   |    | Six                        Months Ended                     |   |
|                                                                                                                                                                 |   | June                        29,                        2007 |   |    | June                        30,                        2006 |   |   | June                        29,                        2007 |    |   | June                        30,                        2006 |   |
|                                                                                                                                                                 |   |                                                        |        |    |                                                        |   |        |                                                        |    |   |                                                             |   |   |    |        |   |
| Net sales:                                                                                                                                                           |   |                                                        |   |    |                                                        |   |   |                                                        |    |   |                                                        |   |
| Electronics                                                                                                                                                          |   |                                                        | $      | 166,228 |                                                        |   |   | $                                                           | 155,398 |   |                                                        |   | $      | 330,189 |   |   |   | $      | 299,567 |   |
| Electrical                                                                                                                                                           |   |                                                        |   | 92,284  |                                                        |   |   |                                                        | 83,840  |   |                                                        |   |   | 182,755 |   |   |   |   | 160,764 |   |
|                                                                                                                                                                 |   |                                                        |        |         |                                                        |   |   |                                                             |         |   |                                                        |   |        |         |   |   |   |        |         |   |
| Total                                                                                                                                                                |   |                                                        | $      | 258,512 |                                                        |   |   | $                                                           | 239,238 |   |                                                        |   | $      | 512,944 |   |   |   | $      | 460,331 |   |
|                                                                                                                                                                 |   |                                                        |        |         |                                                        |   |   |                                                             |         |   |                                                        |   |        |         |   |   |   |        |         |   |
| Earnings from                        continuing operations before income taxes, minority interest and cumulative                        effect of accounting change: |   |                                                        |   |    |                                                        |   |   |                                                        |    |   |                                                        |   |   |    |   |   |   |   |    |   |
| Electronics                                                                                                                                                          |   |                                                        | $      | 15,864  |                                                        |   |   | $                                                           | 15,523  |   |                                                        |   | $      | 18,964  |   |   |   | $      | 27,865  |   |
| Electrical                                                                                                                                                           |   |                                                        |   | 6,370   |                                                        |   |   |                                                        | 3,674   |   |                                                        |   |   | 11,361  |   |   |   |   | 6,573   |   |
|                                                                                                                                                                 |   |                                                        |        |         |                                                        |   |   |                                                             |         |   |                                                        |   |        |         |   |   |   |        |         |   |
| Operating                        profit                                                                                                                              |   |                                                        | $      | 22,234  |                                                        |   |   | $                                                           | 19,197  |   |                                                        |   | $      | 30,325  |   |   |   | $      | 34,438  |   |
| Other income (expense),                        net                                                                                                                   |   |                                                        |   | 32      |                                                        |   |   |                                                        | 927     |   |                                                        |   |   | (969    | )      |   |   |   | 734     |   |
|                                                                                                                                                                 |   |                                                        |        |         |                                                        |   |   |                                                             |         |   |                                                        |   |        |         |   |   |   |        |         |   |
| Earnings from                        continuing operations before income taxes, minority interest and cumulative                        effect of accounting change  |   |                                                        | $      | 22,266  |                                                        |   |   | $                                                           | 20,124  |   |                                                        |   | $      | 29,356  |   |   |   | $      | 35,172  |   |
|                                                                                                                                                                 |   |                                                        |        |         |                                                        |   |   |                                                             |         |   |                                                        |   |        |         |   |   |   |        |         |   |

14

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**Item 2:            Management’s Discussion and Analysis of Financial Condition and Results of            Operations**

**Introduction**

          This            discussion and analysis of our financial condition and results of operations as well as            other sections of this report contain certain “forward-looking statements”            within the meaning of the Private Securities Litigation Reform Act of 1995 and involve            a number of risks and uncertainties. Actual results may differ materially from those            anticipated in these forward-looking statements for many reasons, including the risks            faced by us described in “Risk Factors” section of this report on page 26            through 32.

**Critical            Accounting Policies**

          The            preparation of financial statements and related disclosures in conformity with U.S.            generally accepted accounting principles requires us to make judgments, assumptions and            estimates that affect the amounts reported in the Consolidated Financial Statements and            accompanying notes. Note 1 to the Consolidated Financial Statements in our Annual            Report on Form 10-K for the period ended December 29, 2006 describes the significant            accounting policies and methods used in the preparation of the Consolidated Financial            Statements. Actual results could differ from these estimates.

          The            following critical accounting policies are impacted significantly by judgments,            assumptions and estimates and were used in the preparation of the Consolidated            Financial Statements:

|   |   |                                                                 |
|--------|--------|----------------------------------------------------------------------|
|   | • | inventory                        valuation;                          |
|   |   |                                                                 |
|   | • | impairment of goodwill                        and other intangibles; |
|   |   |                                                                 |
|   | • | severance and asset                        impairment expense;       |
|   |   |                                                                 |
|   | • | income taxes;                        and                             |
|   |   |                                                                 |
|   | • | contingency                        accruals.                         |

          Please            see information concerning our critical accounting policies in Item 7 -            Management’s Discussion and Analysis of Financial Condition and Results of            Operations in our Annual Report on Form 10-K for the period ended December 29,            2006.

**Overview**

          We            are a global producer of precision-engineered electronic components and electrical            contact products and materials. We believe we are a leading global producer of these            products and materials in the primary markets we serve based on our estimates of the            size of our primary markets in annual revenues and our share of those markets relative            to our competitors.

          We            operate our business in two segments:

|   |   |                                                                                                                                                        |
|--------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | • | our                        Electronic Components Group (“Electronics”) which is known in                        its markets as Pulse, and       |
|   |   |                                                                                                                                                        |
|   | • | our                        Electrical Contact Products Group (“Electrical”) which is known                        in its markets as AMI Doduco. |

*          General*.            We define net sales as gross sales less returns and allowances. We sometimes refer to            net sales as revenue.

          Historically,            the gross margin at Electronics has been significantly higher than at Electrical. As a            result, the mix of net sales generated by Electronics and Electrical during a period            affects our consolidated gross margin. Our gross margin is also affected by our            acquisitions, product mix within each segment and capacity utilization, particularly in            higher fixed-cost operations in Electrical and Electronics’ antenna            and

15

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automotive            divisions. Gross margin in Electrical is also affected by prices of precious and            non-precious metals, which are passed through to customers at varying margins.            Electronics’ markets are characterized by relatively short product life cycles            compared to those of our Electrical segment. As a result, significant product turnover            occurs each year in Electronics. Electrical has a relatively long-term and mature            product line, with less turnover, and with less frequent variation in the prices of            product sold, relative to Electronics. Many of Electrical’s products are sold            under annual (or longer) purchase contracts. Therefore, Electrical’s revenues            historically have not been subject to significant price fluctuations. Changes in unit            volume and unit prices will affect our net sales and gross margin from period to            period. However, due to the constantly changing amount of part numbers we offer and            frequent changes in our average selling prices, we cannot quantify the impact of            changes in unit volume and unit prices on our net sales and gross margin in any given            period. Changes in foreign exchange rates, especially the U.S. dollar to the euro and            the U.S. dollar to the Chinese renminbi, also affect U.S. dollar reported sales in the            majority of the Electrical segment and certain divisions of Electronics.

*          Acquisitions*.            Acquisitions have been an important part of our growth strategy. In many cases, our            move into new product lines and extensions of our existing product lines or markets            have been facilitated by acquisitions. Our acquisitions continually change the mix of            our net sales. We have made numerous acquisitions in recent years which have increased            our penetration into our primary markets and expanded our presence in new markets. LK            was acquired in September 2005 for approximately $111.1 million, net of cash acquired.            LK was based in Kempele, Finland, and was a producer of internal antennas and            integrated modules for mobile communications and information devices. ERA was acquired            in January 2006 for approximately $53.4 million, net of cash acquired. ERA was based in            Herrenberg, Germany and was a leading producer of electronic coils and transformers            primarily for the European automotive, heating/ventilation/air conditioning and            appliance markets. We purchased Larsen in December 2006. Larsen was headquartered in            Vancouver, Washington and manufactured advanced antenna systems for non-cellular            wireless and automotive applications. We plan on continuing to pursue acquisition            opportunities.

*          Technology*.            Our business is continually affected by changes in technology, design, and preferences            of consumers and other end users of our products, as well as changes in regulatory            requirements. We address these changes by continuing to invest in new product            development and by maintaining a diverse product portfolio which contains both mature            and emerging technologies in order to meet customer demands.

*          Management            Focus*. Our executives focus on a number of important factors in evaluating our            financial condition and operational performance. For example, we use economic profit,            revenue growth, gross profit as a percentage of revenue, and operating profit as a            percent of revenue. We define economic profit as operating profit after tax less our            cost of capital. Operating leverage or incremental operating profit as a percentage of            incremental sales is a factor that is discussed, as this is believed to reflect the            benefit of absorbing fixed overhead and operating expenses. In evaluating working            capital management, liquidity and cash flow, our executives also use performance            measures such as days sales outstanding, days payable outstanding, inventory turnover,            cash conversion efficiency and free cash flow. Additionally, as the continued success            of our business is largely dependent on meeting and exceeding our customers’            expectations, non-financial performance measures relating to on-time delivery and            quality assist our management in monitoring customer satisfaction on an on-going            basis.

*          Cost            Reduction Programs*. As a result of our focus on both economic and operating profit,            we continue to aggressively size both segments so that costs are optimally matched to            current and anticipated future revenues and unit demand. The amounts of additional            charges will depend on specific actions taken. The actions taken over the past several            years such as plant closures, plant relocations, asset impairments and reduction in            personnel at the affected locations have resulted in the elimination of a variety of            costs. The majority of these eliminated costs represent the annual salaries and            benefits of terminated employees, including both those directly related to            manufacturing and those providing selling, general and administrative services. The            eliminated costs also include depreciation savings from disposed equipment

16

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and rental            payments from the termination of lease agreements. We have also lowered overhead costs            as a result of relocating factories to lower-cost locations.

          In            the six months ended June 29, 2007, we accrued $11.2 million for a number of cost            reduction actions at Electronics and Electrical. These include severance and related            payments of $8.7 million for the termination of manufacturing and support personnel            primarily in conjunction with our plan to transfer a part of Electronics’            automotive production from Germany and Tunisia to the People’s Republic of China            (“PRC”) and $2.5 million to write down the value of certain fixed assets to            their disposal value primarily at the Electronics consumer division. Cash payments            resulting from these expenses are expected to be made by December 28, 2007, except for            remaining lease and severance payments to be made over a specified term.

          In            the year ended December 29, 2006, we accrued $8.8 which included severance and related            payments to manufacturing and support personnel of $6.8 million and $2.0 million to            write down the value of certain fixed assets to their disposal values.

*          International            Operations*. As of June 29, 2007, we had manufacturing operations in six countries            and had significant net sales in the euro and Chinese renminbi in addition to the U.S.            dollar. A large percentage of our sales in recent years has been outside of the United            States. Changing exchange rates often impact our financial results and our            period-over-period comparisons. This is particularly true of movements in the exchange            rate between the U.S. dollar, renminbi and the euro. Electrical’s European            operations and Electronics’ automotive division sales are denominated primarily            in euro. Electronics’ antenna division sales are denominated primarily in euro            and renminbi. Sales and earnings denominated in currencies other than the U.S. dollar            may result in higher or lower dollar sales and net earnings upon translation for our            U.S. consolidated financial statements. We may also experience a positive or negative            translation adjustment to equity because our investments in our non-U.S.            dollar-functional subsidiaries may be worth more or less in U.S. dollars after            translation for our U.S. consolidated financial statements. Foreign currency gains or            losses may also be incurred when non-functional currency-denominated transactions are            remeasured to an operation’s functional currency for financial reporting            purposes. If a higher percentage of our sales is denominated in non-U.S. currencies,            increased exposure to currency fluctuations may result.

          In            order to reduce our exposure to currency fluctuations, we may purchase currency            exchange forward contracts and/or currency options. These contracts guarantee a            predetermined range of exchange rates at the time the contract is purchased. This            allows us to shift the majority of the risk of currency fluctuations from the date of            the contract to a third party for a fee. In determining the use of forward exchange            contracts and currency options, we consider the amount of sales, purchases and net            assets or liabilities denominated in local currencies, the type of currency, and the            costs associated with the contracts. As of June 29, 2007, we did not have any forward            contracts or currency options in place.

                      *Precious Metals*. Our Electrical segment uses silver, as well as other precious            metals, in manufacturing some of its electrical contacts, contact materials and contact            subassemblies. Historically, we have leased or held these materials through            consignment-type arrangements with our suppliers. Leasing and consignment costs have            typically been lower than the costs to borrow funds to purchase the metals, and more            importantly, these arrangements eliminate the effects of fluctuations in the market            price of owned precious metal and enable us to minimize our inventories.            Electrical’s terms of sale generally allow us to charge customers for precious            metal content based on market value of precious metal on the day after shipment to the            customer. Thus far we have been successful in managing the costs associated with our            precious metals. While limited amounts are purchased for use in production, the            majority of our precious metal inventory continues to be leased or held on consignment.            If our leasing/consignment fees increase significantly in a short period of time, and            we are unable to recover these increased costs through higher sale prices, a negative            impact on our results of operations and liquidity may result. Leasing/consignment fee            increases are caused by increases in interest rates or volatility in the price of the            consigned material.

17

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*          Income            Taxes*. Our effective income tax rate is affected by the proportion of our income            earned in high-tax jurisdictions such as those in Europe and the income earned in            low-tax jurisdictions, such as Hong Kong and the PRC. This mix of income can vary            significantly from one period to another. We have benefited over recent years from            favorable tax incentives, however, there is no guarantee as to how long these benefits            will continue to exist.

          Except            in limited circumstances, we have not provided for U.S. federal income and foreign            withholding taxes on our non-U.S. subsidiaries’ undistributed earnings as per APB            23. Such earnings may include pre-acquisition earnings of foreign entities acquired            through stock purchases, and, with the exception of approximately $40.0 million, are            intended to be reinvested outside of the U.S. indefinitely. We may remit subsidiary            earnings if excess cash accumulates in our non-U.S. subsidiaries and it is advantageous            for tax and operational reasons to distribute the earnings.

**Results of            Operations**

**          Three            months ended June 29, 2007 compared to the three months ended June 30,            2006**

**         **            The table below shows our results of operations and the absolute and percentage change            in those results from period to period (*in thousands*):

|                                                                                                                                |   |                                      |    |                            |                      |                            |   |                                            |   |    |   |   |   |   |   |   |   |   |   |   |
|-------------------------------------------------------------------------------------------------------------------------------------|--------|-------------------------------------------|---------|---------------------------------|---------------------------|---------------------------------|--------|-------------------------------------------------|--------|---------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                                                                                                |   | Three                        Months Ended |    | $                        Change |                      | %                        Change |   | Results as %of Net                        Sales |   |
|                                                                                                                                |   | June                        29,           |    | June                        30, |                      | Favorable                       |   | Favorable                                       |   |    |
|                                                                                                                                |   | 2007                                      |    | 2006                            |                      | (Unfavorable)                   |   | (Unfavorable)                                   |   | 2007    |   | 2006   |   |
|                                                                                                                                |   |                                           |    |                                 |                      |                                 |   |                                                 |   |         |   |        |   |
|                                                                                                                                |   |
| Net sales                                                                                                                           |   | $                     | 258,512 |                            | $     | 239,238                         |   |                                            | $      | 19,274  |   |   | 8.1    | %      |   | 100.0  | %      |   | 100.0  | %      |
| Cost of                        sales                                                                                                |   |                                      | 201,232 |                            |                      | 182,830                         |   |                                            |   | (18,402 | )      |   | (10.1  | )      |   | 77.8   |   |   | 76.4   |   |
|                                                                                                                                |   |                                           |         |                            |                           |                                 |   |                                            |        |         |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                |
| Gross profit                                                                                                                        |   |                                      | 57,280  |                            |                      | 56,408                          |   |                                            |   | 872     |   |   | 1.5    |   |   | 22.2   |   |   | 23.6   |   |
|                                                                                                                                |   |                                      |    |                            |                      |                            |   |                                            |   |    |   |   |   |   |   |   |   |   |   |   |
| Selling, general and                        administrative expenses                                                                 |   |                                      | 33,738  |                            |                      | 34,265                          |   |                                            |   | 527     |   |   | 1.5    |   |   | 13.1   |   |   | 14.3   |   |
| Severance and asset                        impairment expense                                                                       |   |                                      | 1,308   |                            |                      | 2,946                           |   |                                            |   | 1,638   |   |   | 55.6   |   |   | 0.5    |   |   | 1.2    |   |
|                                                                                                                                |   |                                           |         |                            |                           |                                 |   |                                            |        |         |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                     |   |                                      |    |                            |                      |                            |   |                                            |   |    |   |   |   |   |   |   |   |   |   |   |
| Operating                        profit                                                                                             |   |                                      | 22,234  |                            |                      | 19,197                          |   |                                            |   | 3,037   |   |   | 15.8   |   |   | 8.6    |   |   | 8.0    |   |
|                                                                                                                                |   |                                      |    |                            |                      |                            |   |                                            |   |    |   |   |   |   |   |   |   |   |   |   |
| Interest expense,                        net                                                                                        |   |                                      | (986    | )                               |                      | (1,774                          | )      |                                            |   | 788     |   |   | 44.4   |   |   | 0.4    |   |   | 0.7    |   |
| Other income,                        net                                                                                            |   |                                      | 1,018   |                            |                      | 2,701                           |   |                                            |   | (1,683  | )      |   | (62.3  | )      |   | 0.4    |   |   | 1.1    |   |
|                                                                                                                                |   |                                           |         |                            |                           |                                 |   |                                            |        |         |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                |   |
| Earnings from                        continuing operations before income tax and minority interest                                  |   |                                      | 22,266  |                            |                      | 20,124                          |   |                                            |   | 2,142   |   |   | 10.6   |   |   | 8.6    |   |   | 8.4    |   |
|                                                                                                                                |   |                                      |    |                            |                      |                            |   |                                            |   |    |   |   |   |   |   |   |   |   |   |   |
| Income taxes                                                                                                                        |   |                                      | 1,229   |                            |                      | 3,621                           |   |                                            |   | 2,392   |   |   | 66.1   |   |   | 0.5    |   |   | 1.5    |   |
| Minority                        interest                                                                                            |   |                                      | 95      |                            |                      | 1,267                           |   |                                            |   | 1,172   |   |   | 92.5   |   |   | 0.0    |   |   | 0.5    |   |
|                                                                                                                                |   |                                           |         |                            |                           |                                 |   |                                            |        |         |   |   |   |   |   |   |   |   |   |   |
|                                                                                                                                |   |
| Net earnings from                        continuing operations before cumulative effect of accounting                        change |   | $                                         | 20,942  |                            | $                         | 15,236                          |   |                                            | $      | 5,706   |   |   | 37.5   | %      |   | 8.1    | %      |   | 6.4    | %      |
|                                                                                                                                |   |                                           |         |                            |                           |                                 |   |                                            |        |         |   |   |   |   |   |   |   |   |   |   |

*          Net            Sales*. Our sales increase from the comparable period in the prior year was            primarily attributable to higher euro-to-U.S. dollar exchange rates, increased demand            for the communication products of Electronics, higher pass-through costs for silver and            other metals at Electrical and the inclusion of net sales from the Larsen acquisition,            which were partially offset by lower sales of Electronics’ power            products.

18

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The following            table shows our net sales by segment (*in thousands*):

|        |                                      |    |                            |   |                            |   |          |   |   |   |   |                                                 |   |   |
|-------------|-------------------------------------------|---------|---------------------------------|--------|---------------------------------|--------|---------------|--------|--------|--------|--------|------------------------------------------------------|--------|--------|
|        | Three                        Months Ended |    | $                        Change |   | %                        Change |   |
|        | June                        29,           |    | June                        30, |   | Favorable                       |   | Favorable     |   |
|        | 2007                                      |    | 2006                            |   | (Unfavorable)                   |   | (Unfavorable) |   |
|        |                                           |    |                                 |   |                                 |   |               |   |
|        |
| Electronics | $                | 166,228 |                            | $      | 155,398                         |   |          | $      | 10,830 |   |   | 7.0%                        |   |
| Electrical  |                                      | 92,284  |                            |   | 83,840                          |   |          |   | 8,444  |   |   | 10.1         |   |
|        |                                           |         |                            |        |                                 |   |          |        |        |   |   |                                                 |   |   |
| Total       | $                | 258,512 |                            | $      | 239,238                         |   |          | $      | 19,274 |   |   | 8.1%                        |   |
|        |                                           |         |                            |        |                                 |   |          |        |        |   |   |                                                 |   |   |

*          Cost            of Sales*. As a result of higher net sales, our cost of sales increased. Our            consolidated gross margin for the three months ended June 29, 2007 was 22.2% compared            to 23.6% for the three months ended June 30, 2006. The primary factors that resulted in            our consolidated gross margin decrease in the current period were the continuing            integration expenses of the Electronics automotive division, and increased production            costs in China.

*          Selling,            General and Administrative Expenses*. Total selling, general and administrative            expenses have decreased due to lower incentive compensation and selling expenses which            were partially offset by higher research, development and engineering expenses and            increased intangible amortization expense. The restructuring actions that we took over            the last year to reduce costs have also decreased our selling, general and            administrative expenses.

          Research,            development and engineering expenses are included in selling, general and            administrative expenses. We refer to research, development and engineering expenses as            RD&E. For the three months ended June 29, 2007 and June 30, 2006, respectively,            RD&E by segment was as follows (*in thousands*):

|                                               |   |   |   |   |   |   |   |
|----------------------------------------------------|--------|--------|--------|--------|--------|--------|--------|
|                                               |   | 2007   |   | 2006   |   |
|                                               |   |        |   |        |   |
| Electronics                                        |   | $      | 8,415  |   | $      | 7,927  |   |
| Percentage of segment                        sales |   |   | 5.1    | %      |   | 5.1    | %      |
|                                               |   |   |   |   |   |   |   |
| Electrical                                         |   | $      | 1,195  |   | $      | 1,094  |   |
| Percentage of segment                        sales |   |   | 1.3    | %      |   | 1.3    | %      |
|                                               |   |   |   |   |   |   |   |

          Higher            RD&E spending in the three months ended June 29, 2007 is primarily a result of            increased spending at the Electronics antenna division as compared to the same period            last year. We believe that future sales in the electronic components markets will be            driven by next-generation products. Design and development activities with our OEM            customers continue at an aggressive pace.

*          Severance            and Asset Impairment Expense*. We recorded approximately $1.3 million during the            three months ended June 29, 2007 primarily in connection with our initiatives to            further streamline production and administrative functions in Europe and            Asia.

*          Interest*.            Silver leasing fees, which are included in net interest expense, were $0.4 million            lower in 2007 over the comparable period in 2006. Additionally, interest charges            decreased as a result of lower average debt balances during the three months ended June            29, 2007 as compared to the same period of 2006.

*          Other*.            The decrease in other income is primarily attributable to less foreign exchange gains            realized during the three months ended June 29, 2007, as compared to the three months            ended June 30, 2006.

*Income            Taxes*. The effective income tax rate for the three months ended June 29, 2007 was            5.5% compared to 18.0% for the three months ended June 30, 2006. The decrease in the            effective income tax

19

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rate is            primarily a result of realizing retroactive tax benefits due to the restructuring of            non-U.S. subsidiaries during the three months ended June 29, 2007. The majority of the            rate benefit associated with this restructuring is not expected to be recurring.            Additionally, the reduction in the effective tax rate is a result of increased earnings            in low tax jurisdictions in 2007 as compared to the same period in 2006.

**          Six            months ended June 29, 2007 compared to the six months ended June 30,            2006**

          The            table below shows our results of operations and the absolute and percentage change in            those results from period to period (*in thousands*):

|                                                                                                                                |                                    |    |                            |                            |                            |   |          |    |                                |   |   |   |   |   |   |   |   |   |
|-------------------------------------------------------------------------------------------------------------------------------------|-----------------------------------------|---------|---------------------------------|---------------------------------|---------------------------------|--------|---------------|---------|-------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
|                                                                                                                                | Six                        Months Ended |    | $                        Change |                            | %                        Change |   | Results as %  |    |
|                                                                                                                                | June                        29,         |    | June                        30, |                            | Favorable                       |   | Favorable     |    | of Net                        Sales |   |
|                                                                                                                                | 2007                                    |    | 2006                            |                            | (Unfavorable)                   |   | (Unfavorable) |    | 2007                                |   |   | 2006   |   |   |
|                                                                                                                                |                                         |    |                                 |                            |                                 |   |               |    |                                     |   |   |        |   |   |
| Net sales                                                                                                                           | $              | 512,944 |                            | $      | 460,331                         |   | $             | 52,613  |                                | 11.4   | %      |   | 100.0  | %      |   | 100.0  | %      |   |
| Cost of                        sales                                                                                                |                                    | 400,922 |                            |                            | 352,730                         |   |          | (48,192 | )                                   | (13.7  | )      |   | 78.2   |   |   | 76.6   |   |   |
|                                                                                                                                |                                         |         |                            |                                 |                                 |   |               |         |                                |   |   |   |   |   |   |   |   |   |
|                                                                                                                                |                                    |    |                            |                            |                            |   |          |    |                                |   |   |   |   |   |   |   |   |   |
| Gross profit                                                                                                                        |                                    | 112,022 |                            |                            | 107,601                         |   |          | 4,421   |                                | 4.1    |   |   | 21.8   |   |   | 23.4   |   |   |
|                                                                                                                                |                                    |    |                            |                            |                            |   |          |    |                                |   |   |   |   |   |   |   |   |   |
| Selling, general and                        administrative expenses                                                                 |                                    | 70,474  |                            |                            | 69,352                          |   |          | (1,122  | )                                   | (1.6   | )      |   | 13.7   |   |   | 15.1   |   |   |
| Severance and asset                        impairment expense                                                                       |                                    | 11,223  |                            |                            | 3,811                           |   |          | (7,412  | )                                   | (194.5 | )      |   | 2.2    |   |   | 0.8    |   |   |
|                                                                                                                                |                                         |         |                            |                                 |                                 |   |          |    |                                |   |   |   |   |   |   |   |   |   |
|                                                                                                                                |                                    |    |                            |                            |                            |   |          |    |                                |   |   |   |   |   |   |   |   |   |
| Operating                        profit                                                                                             |                                    | 30,325  |                            |                            | 34,438                          |   |          | (4,113  | )                                   | (11.9  | )      |   | 5.9    |   |   | 7.5    |   |   |
|                                                                                                                                |                                    |    |                            |                            |                            |   |          |    |                                |   |   |   |   |   |   |   |   |   |
| Interest expense,                        net                                                                                        |                                    | (2,238  | )                               |                            | (2,461                          | )      |          | 223     |                                | 9.1    |   |   | 0.4    |   |   | 0.5    |   |   |
| Other income,                        net                                                                                            |                                    | 1,269   |                            |                            | 3,195                           |   |          | (1,926  | )                                   | (60.3  | )      |   | (0.2   | )      |   | (0.6   | )      |   |
|                                                                                                                                |                                         |         |                            |                                 |                                 |   |          |    |                                |   |   |   |   |   |   |   |   |   |
|                                                                                                                                |                                    |    |                            |                            |                            |   |          |    |                                |   |   |   |   |   |   |   |   |   |
| Earnings from                        continuing operations before income tax and minority interest                                  |                                    | 29,356  |                            |                            | 35,172                          |   |          | (5,816  | )                                   | (16.5  | )      |   | 5.7    |   |   | 7.6    |   |   |
|                                                                                                                                |                                    |    |                            |                            |                            |   |          |    |                                |   |   |   |   |   |   |   |   |   |
| Income taxes                                                                                                                        |                                    | 3,418   |                            |                            | 6,414                           |   |          | 2,996   |                                | 46.7   |   |   | 0.7    |   |   | 1.4    |   |   |
| Minority                        interest                                                                                            |                                    | 285     |                            |                            | 1,555                           |   |          | 1,270   |                                | 81.7   |   |   | 0.0    |   |   | 0.3    |   |   |
|                                                                                                                                |                                         |         |                            |                                 |                                 |   |               |         |                                |   |   |   |   |   |   |   |   |   |
|                                                                                                                                |                                    |    |                            |                            |                            |   |          |    |                                |   |   |   |   |   |   |   |   |   |
| Net earnings from                        continuing operations before cumulative effect of accounting                        change | $                                       | 25,653  |                            | $                               | 27,203                          |   | $             | (1,550  | )                                   | (5.7   | )%     |   | 5.0    | %      |   | 5.9    | %      |   |
|                                                                                                                                |                                         |         |                            |                                 |                                 |   |               |         |                                |   |   |   |   |   |   |   |   |   |

*          Net            Sales*. Our sales increase from the comparable period in the prior year was            primarily attributable to higher euro-to-U.S. dollar exchange rates, increased demand            for the communication products of Electronics, higher pass-through costs for silver and            other metals at Electrical and the inclusion of net sales from the Larsen acquisition,            which were partially offset by decreased demand for Electronics’ power            products.

The following            table shows our net sales by segment (*in thousands*):

|        |                                    |    |                            |                            |                            |                           |          |   |   |   |                                      |
|-------------|-----------------------------------------|---------|---------------------------------|---------------------------------|---------------------------------|--------------------------------|---------------|--------|--------|--------|-------------------------------------------|
|        | Six                        Months Ended |    | $                        Change |                            | %                        Change |
|        | June                        29,         |    | June                        30, |                            | Favorable                       |                           | Favorable     |
|        | 2007                                    |    | 2006                            |                            | (Unfavorable)                   |                           | (Unfavorable) |
|        |                                         |    |                                 |                            |                                 |                           |               |
| Electronics | $              | 330,189 |                            | $      | 299,567                         |                           | $             | 30,622 |   |        |       10.2% |
| Electrical  |                                    | 182,755 |             |                            | 160,764                         |       |          | 21,991 |   |        |       13.7  |
|        |                                         |         |                            |                                 |                                 |                           |               |        |   |   |                                      |
| Total       | $              | 512,944 |                            | $      | 460,331                         |                           | $             | 52,613 |   |        |       11.4% |
|        |                                         |         |                            |                                 |                                 |                           |               |        |   |   |                                      |

20

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*          Cost            of Sales*. As a result of higher sales, our cost of sales increased. Our            consolidated gross margin for the six months ended June 29, 2007 was 21.8% compared to            23.4% for the six months ended June 30, 2006. The primary factors that resulted in our            consolidated gross margin decrease in the current period were the continuing            integration expenses of the Electronics automotive division, increased production costs            in China and increased inventory valuation reserves in Electronics.

*          Selling,            General and Administrative Expenses*. Total selling, general and administrative            expenses have increased primarily due to higher research, development and engineering            expenses, intangible amortization and stock plan expenses. Partially offsetting these            items were reductions in our incentive compensation expenses. Additionally, the            restructuring actions that we took over the last year and lower spending, despite            revenue increases, contributed to the reduction of operating expenses as a percent of            our net sales.

          Research,            development and engineering expenses are included in selling, general and            administrative expenses. We refer to research, development and engineering expenses as            RD&E. For the six months ended June 29, 2007 and June 30, 2006, respectively,            RD&E by segment was as follows (*in thousands**):*

|   |                                               |   |   |   |       |   |   |   |
|--------|----------------------------------------------------|--------|--------|--------|------------|--------|--------|--------|
|   |                                               |   | 2007   |   | 2006  |   |
|   |                                               |   |        |   |            |   |
|   | Electronics                                        |   | $      | 17,635 |       | $      | 16,112 |   |
|   | Percentage of segment                        sales |   |   | 5.3    | %          |   | 5.4    | %      |
|   |                                               |   |   |   |       |   |   |   |
|   | Electrical                                         |   | $      | 2,580  |       | $      | 2,325  |   |
|   | Percentage of segment                        sales |   |   | 1.4    | %          |   | 1.4    | %      |
|   |                                               |   |   |   |       |   |   |   |

          Higher            RD&E spending in 2007 over the comparable period in 2006 is a result of increased            spending at the Electronics antenna division. As a percentage of sales, RD&E            spending at Electronics was lower in 2007 than in 2006. Net sales have increased more            rapidly than RD&E spending due to strong end-user demand. We believe that future            sales in the electronic components markets will be driven by next-generation products.            Design and development activities with our OEM customers continue at an aggressive            pace.

*          Severance            and Asset Impairment Expense*. We recorded approximately $11.2 million for severance            and asset impairment expense for the six months ended June 29, 2007, which was            primarily in connection with our plan to transfer production from Electronics’            German and Tunisian locations and asset impairment expenses related to            Electronics’ consumer division.

*          Interest*.            The decrease in net interest expense in 2007 is a result of lower interest charges            resulting from decreased borrowings from our multi-currency credit facility and            decreased precious metal leasing costs.

*          Other*.            The decrease in other income is primarily a result of less foreign exchange gains            realized during the six months ended June 29, 2007 as compared to the six months ended            June 30, 2006.

*          Income            Taxes*. The effective income tax rate for the six months ended June 29, 2007 was            11.6% compared to 18.2% for the six months ended June 30, 2006. The decrease in the            effective income tax rate is primarily a result of realizing retroactive tax benefits            due to the restructuring of non-U.S. subsidiaries during the six months ended June 29,            2007.

**Liquidity and            Capital Resources**

          Working            capital as of June 29, 2007 was $222.4 million, compared to $189.0 million as of            December 30, 2006. This increase of $33.4 million was primarily due to increases in            trade receivables and a reclassification of approximately $18.3 million of tax reserves            from current to long-term liabilities in

21

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connection with            our adoption of FASB Interpretation No. 48. Cash and cash equivalents, which are            included in working capital, were $84.5 million as of June 29, 2007 as compared to            $87.2 million as of December 29, 2006.

          We            present our statement of cash flows using the indirect method as permitted under            Financial Accounting Standards Board Statement No. 95, *Statement of Cash Flows*.            Our management has found that investors and analysts typically refer to changes in            accounts receivable, inventory, and other components of working capital when analyzing            operating cash flows. Also, changes in working capital are more directly related to the            way we manage our business for cash flow than are items such as cash receipts from the            sale of goods, as would appear using the direct method.

          Net            cash provided by operating activities was $28.l million for the six months ended June            29, 2007 as compared to $29.5 million in the comparable period of 2006, a decrease of            $1.4 million. This decrease was primarily attributable to less net earnings, which were            partially offset by a larger decrease in working capital changes net of severance and            asset impairment expenses.

          Capital            expenditures were $8.9 million during the six months ended June 29, 2007 and $11.1            million in the comparable period of 2006. The decrease of $2.2 million in the 2007            period compared to 2006 was due primarily to net lower expenditures at Electronics. We            make capital expenditures to expand production capacity and to improve our operating            efficiency and we plan to continue making such expenditures in the future as            necessary.

          We            used $7.1 million for dividend payments during the six months ended June 29, 2007. On            April 30, 2007 we announced a quarterly cash dividend of $0.0875 per common share,            payable on July 20, 2007 to shareholders of record on July 6, 2007. This quarterly            dividend will result in a cash payment to shareholders of approximately $3.6 million in            the third quarter of 2007. We expect to continue making quarterly dividend payments for            the foreseeable future.

          We            entered into a credit agreement on October 14, 2005 providing for $200.0 million of            credit capacity. The facility consists of an aggregate U.S. dollar-equivalent revolving            line of credit in the principal amount of up to $200.0 million, and provides for            borrowings in multiple currencies including but not limited to, U.S. dollars, euros,            and Japanese yen, including individual sub-limits of:

|   |    |                                                                                                                                                                                                                                |
|--------|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | – | a                        U.S. dollar-based swing-line loan not to exceed $20.0 million;                                                                                                                                             |
|   |    |                                                                                                                                                                                                                                |
|   | – | a                        multicurrency facility providing for the issuance of letters of credit in                        an aggregate amount not to exceed the U.S. dollar equivalent of $25.0                        million; and |
|   |    |                                                                                                                                                                                                                                |
|   | – | a                        Singapore sub-facility not to exceed the U.S. dollar equivalent of $50.0                        million.                                                                                                   |

          The            credit agreement permits us to request one or more increases in the total commitment            not to exceed $100.0 million, provided the minimum increase is $25.0 million, subject            to bank approval.

          The            total amount outstanding under the credit facility may not exceed $200.0 million,            provided we do not request an increase in total commitment as noted above.

          Outstanding            borrowings are subject to two financial covenants, which are both computed on a rolling            twelve-month basis as of the most recent quarter-end. The first is maximum debt            outstanding amounting to three and one-half times our earnings before interest, taxes,            depreciation and amortization (EBITDA), as defined by the credit agreement. The second            is maximum debt service expenses amounting to two and one-half times our cash interest            expense, as defined by the credit agreement. The credit agreement also contains            covenants specifying capital expenditure limitations and other customary and normal            provisions. We are in compliance with these covenants as of June 29, 2007.

22

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          As            of June 29, 2007, we had $28.4 million of outstanding borrowings under this five-year            revolving credit agreement, primarily to fund acquisitions. Our total credit available,            including standby letters of credit, as of June 29, 2007 was approximately $170.0            million.

          We            pay a commitment fee on the unborrowed portion of the commitment, which ranges from            0.15% to 0.25% of the total commitment, depending on our debt-to-EBITDA ratio, as            defined above. The interest rate for each currency’s borrowing will be a            combination of the base rate for that currency plus a credit margin spread. The base            rate is different for each currency. The credit margin spread is the same for each            currency and is 0.60% to 1.25%, depending on our debt-to-EBITDA ratio, as defined in            the credit agreement. Each of our domestic subsidiaries with net worth equal to or            greater than $10 million has guaranteed all obligations incurred under the credit            facility.

          We            also have an obligation outstanding due in August 2009 under an unsecured term loan            agreement in Germany for the borrowing of approximately 5.1 million euros.

          We            had six standby letters of credit outstanding at June 29, 2007 in the aggregate amount            of $1.6 million securing transactions entered into in the ordinary course of            business.

          We            had commercial commitments outstanding at June 29, 2007 of approximately $159.9 million            due under precious metal consignment-type leases. This represents an increase of $24.1            million from the $135.8 million outstanding as of December 29, 2006 and is attributable            to volume increases and higher average silver prices during 2007.

          We            believe that the combination of cash on hand, cash generated by operations and, if            necessary, borrowings under our credit agreement will be sufficient to satisfy our            operating cash requirements in the foreseeable future. In addition, we may use            internally generated funds or obtain borrowings or additional equity offerings for            acquisitions of suitable businesses or assets. We have not experienced any significant            liquidity restrictions in any country in which we operate and none are foreseen.            However, foreign exchange ceilings imposed by local governments and the sometimes            lengthy approval processes which foreign governments require for international cash            transfers may delay our internal cash movements from time to time.

          We            have a significant amount of retained earnings indefinitely invested outside of the            United States. We have not accrued U.S. income and foreign withholding taxes on such            foreign earnings because we anticipate that a significant portion of our opportunities            for growth in the coming years will be abroad. If these earnings were brought back to            the United States, significant tax liabilities could be incurred as several countries            in which we operate have tax rates significantly lower than the U.S. statutory rate. We            may remit subsidiary earnings if excess cash accumulates in our non-U.S. subsidiaries            and it is advantageous for tax and operational purposes to distribute the earnings. As            of June 29, 2007, we have accrued U.S. income and foreign withholding taxes on            approximately $40.0 million of foreign earnings which we expect to remit to the United            States.

          All            retained earnings are free from legal or contractual restrictions as of June 29, 2007,            with the exception of approximately $21.4 million of retained earnings primarily in the            PRC, that are restricted in accordance with Section 58 of the PRC Foreign Investment            Enterprises Law. Included in the $21.4 million is $2.2 million of retained earnings of            FRE of which we own 71%. The amount restricted in accordance with the PRC Foreign            Investment Enterprise Law is applicable to all foreign investment enterprises doing            business in the PRC. The restriction applies to 10% of our net earnings in the PRC,            limited to 50% of the total capital invested in the PRC.

23

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**Item 3:            Quantitative and Qualitative Disclosures about Market Risk**

          There            were no material changes in market risk exposures that affect the quantitative and            qualitative disclosures presented in our Form 10-K for the year ended December 29,            2006.

**Item 4:            Controls and Procedures**

          An            evaluation was performed under the supervision and with the participation of our Chief            Executive Officer and Chief Financial Officer, of the effectiveness of the design and            operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the            Exchange Act of 1934 as of June 29, 2007. Based upon that evaluation, the Chief            Executive Officer and Chief Financial Officer have concluded that the disclosure            controls and procedures are effective to ensure that information required to be            disclosed by us in the reports that we file or submit is recorded, processed,            summarized and reported, as specified in the Commission’s rules and forms.            Disclosure controls and procedures include, without limitation, controls and procedures            designed to ensure that information required to be disclosed by an issuer in the            reports that it files or submits under the Act is accumulated and communicated to the            issuer’s management, including its principal executive and principal financial            officers, or persons performing similar functions, as appropriate to allow timely            decisions regarding required disclosure.

          There            were no changes in these controls or procedures that occurred during the three months            ended June 29, 2007 that have materially affected, or are reasonably likely to            materially affect, these controls or procedures.

          A            company’s internal control over financial reporting is a process designed to            provide reasonable assurance regarding the reliability of financial reporting and the            preparation of financial statements for external purposes in accordance with generally            accepted accounting principles. A company’s internal control over financial            reporting includes those policies and procedures that (1) pertain to the maintenance of            records that, in reasonable detail, accurately and fairly reflect the transactions and            dispositions of the assets of the company; (2) provide reasonable assurance that            transactions are recorded as necessary to permit preparation of financial statements in            accordance with generally accepted accounting principles, and that receipts and            expenditures of the company are being made only in accordance with authorizations of            management and directors of the company; and (3) provide reasonable assurance regarding            prevention or timely detection of unauthorized acquisition, use, or disposition of the            company’s assets that could have a material effect on the financial statements.            Because of its inherent limitations, internal control over financial reporting may not            prevent or detect misstatements. Also, projections of any evaluation of effectiveness            to future periods are subject to the risk that controls may become inadequate because            of changes in conditions, or that the degree of compliance with the policies or            procedures may deteriorate.

24

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**PART II. OTHER            INFORMATION**

|                            |   |                                                                               |   |
|---------------------------------|--------|------------------------------------------------------------------------------------|--------|
| Item                        1.  |   | Legal                        Proceedings                                           | None   |
|                            |   |                                                                               |   |
| Item                        1a. |   | Risk                        Factors                                                |   |
|                            |   |                                                                               |   |
|                            |   | Risk Factors are on                        page 26.                                |   |
|                            |   |                                                                               |   |
| Item                        2.  |   | Unregistered Sales of                        Equity Securities and Use of Proceeds | None   |
|                            |   |                                                                               |   |
| Item                        3.  |   | Defaults Upon Senior                        Securities                             | None   |
|                            |   |                                                                               |   |
| Item                        4.  |   | Submission of Matters                        to a Vote of Security Holders         | None   |
|                            |   |                                                                               |   |
| Item                        5.  |   | Other                        Information                                           | None   |
|                            |   |                                                                               |   |
| Item                        6.  |   | Exhibits                                                                           |   |
|                            |   |                                                                               |   |
|                            |   | (a)                        Exhibits                                                |   |
|                            |   |                                                                               |   |
|                            |   |   The Exhibit                        Index is on page 33.                |   |

25

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|                                                  |   |
|-------------------------------------------------------|--------|
| **Item                        1a: Risk Factors** |

**Factors That            May Affect Our Future Results (Cautionary Statements for Purposes of the “Safe            Harbor” Provisions of the Private Securities Litigation Reform Act of            1995)**

          Our            disclosures and analysis in this report contain forward-looking statements.            Forward-looking statements reflect our current expectations of future events or future            financial performance. You can identify these statements by the fact that they do not            relate strictly to historical or current facts. They often use words such as            “anticipate”, “estimate”, “expect”,            “project”, “intend”, “plan”, “believe”,            and similar terms. These forward-looking statements are based on our current plans and            expectations.

          Any            or all of our forward-looking statements in this report may prove to be incorrect. They            may be affected by inaccurate assumptions we might make or by risks and uncertainties            which are either unknown or not fully known or understood. Accordingly, actual outcomes            and results may differ materially from what is expressed or forecasted in this            report.

          We            sometimes provide forecasts of future financial performance. The risks and            uncertainties described under “Risk Factors” as well as other risks            identified from time to time in other Securities and Exchange Commission reports,            registration statements and public announcements, among others, should be considered in            evaluating our prospects for the future. We undertake no obligation to release updates            or revisions to any forward-looking statement, whether as a result of new information,            future events or otherwise.

          The            following factors represent what we believe are the major risks and uncertainties in            our business. They are listed in no particular order.

**Cyclical            changes in the markets we serve could result in a significant decrease in demand for            our products and reduce our profitability.**

          Our            components are used in various products for the electronic and electrical equipment            markets. These markets are highly cyclical. The demand for our components reflects the            demand for products in the electronic and electrical equipment markets generally. A            contraction in demand would result in a decrease in sales of our products, as our            customers:

|   |                                                         |
|--------|--------------------------------------------------------------|
| • | may cancel many                        existing orders;      |
|   |                                                         |
| • | may introduce fewer                        new products; and |
|   |                                                         |
| • | may decrease their                        inventory levels.  |

          A            decrease in demand for our products would have a significant adverse effect on our            operating results and profitability. Accordingly, we may experience volatility in both            our revenues and profits.

**Reduced            prices for our products may adversely affect our profit margins if we are unable to            reduce our costs of production.**

          The            average selling prices for our products tend to decrease over their life cycle. In            addition, foreign currency movements and the desire to retain market share increase the            pressure on our customers to seek lower prices from their suppliers. As a result, our            customers are likely to continue to demand lower prices from us. To maintain our            margins and remain profitable, we must continue to meet our customers’ design            needs while reducing costs through efficient raw material procurement and process and            product improvements. Our profit margins will suffer if we are unable to reduce our            costs of production as sales prices decline.

26

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**An inability            to adequately respond to changes in technology or customer needs may decrease our            sales.**

          Electronics            operates in an industry characterized by rapid change caused by the frequent emergence            of new technologies. Generally, we expect life cycles for our products in the            electronic components industry to be relatively short. This requires us to anticipate            and respond rapidly to changes in industry standards and customer needs and to develop            and introduce new and enhanced products on a timely and cost effective basis. Our            engineering and development teams place a priority on working closely with our            customers to design innovative products and improve our manufacturing processes.            Similarly, at Electrical, the performance and cost of electrical contacts are closely            linked to alloys used in their production. Improving performance and reducing costs for            our customers requires continuing development of new alloys and products. Our inability            to react to changes in technology or customer needs quickly and efficiently may            decrease our sales, thus reducing profitability.

**If our            inventories become obsolete, our future performance and operating results will be            adversely affected.**

          The            life cycles of our products depend heavily upon the life cycles of the end products            into which our products are designed. Many of Electronics’ products have very            short life cycles which are measured in quarters. Products with short life cycles            require us to closely manage our production and inventory levels. Inventory may become            obsolete because of adverse changes in end market demand. During market slowdowns, this            may result in significant charges for inventory write-offs. Our future operating            results may be adversely affected by material levels of obsolete or excess            inventories.

**An inability            to capitalize on our recent or future acquisitions may adversely affect our            business.**

          We            have completed several acquisitions in recent years. We continually seek acquisitions            to grow our business. We may fail to derive significant benefits from our acquisitions.            In addition, if we fail to achieve sufficient financial performance from an            acquisition, goodwill and other intangibles could become impaired, resulting in our            recognition of a loss. The success of any of our acquisitions depends on our ability            to:

|   |                                                                                                                                                                                                                                             |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | successfully                        integrate or consolidate acquired operations into our existing                        businesses;                                                                                                            |
|   |                                                                                                                                                                                                                                             |
| • | develop or modify the                        financial reporting and information systems of the acquired entity to                        ensure overall financial integrity and adequacy of internal control                        procedures; |
|   |                                                                                                                                                                                                                                             |
| • | identify and take                        advantage of cost reduction opportunities; and                                                                                                                                                          |
|   |                                                                                                                                                                                                                                             |
| • | further penetrate                        the markets for the product capabilities acquired.                                                                                                                                                      |

          Integration            of acquisitions may take longer than we expect and may never be achieved to the extent            originally anticipated. This could result in lower than anticipated business growth or            higher than anticipated costs. In addition, acquisitions may:

|   |                                                                                                                                                                                                       |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | cause a disruption                        in our ongoing business;                                                                                                                                         |
|   |                                                                                                                                                                                                       |
| • | distract our                        managers;                                                                                                                                                              |
|   |                                                                                                                                                                                                       |
| • | unduly burden our                        other resources; and                                                                                                                                              |
|   |                                                                                                                                                                                                       |
| • | result in an inability                        to maintain our historical standards, procedures and controls, which may                        result in non-compliance with external laws and regulations. |

**Integration            of acquisitions into the acquiring segment may limit the ability of investors to track            the performance of individual acquisitions and to analyze trends in our operating            results.**

          Our            historical practice has been to rapidly integrate acquisitions into the existing            business of the acquiring segment and to report financial performance on the segment            level. As a result of this practice, we do not separately track the standalone            performance of acquisitions after the date of the transaction.

27

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Consequently,            investors cannot quantify the financial performance and success of any individual            acquisition or the financial performance and success of a particular segment excluding            the impact of acquisitions. In addition, our practice of rapidly integrating            acquisitions into the financial performance of each segment may limit the ability of            investors to analyze any trends in our operating results over time.

**An inability            to identify additional acquisition opportunities may slow our future            growth.**

          We            intend to continue to identify and consummate additional acquisitions to further            diversify our business and to penetrate important markets. We may not be able to            identify suitable acquisition candidates at reasonable prices. Even if we identify            promising acquisition candidates, the timing, price, structure and success of future            acquisitions are uncertain. An inability to consummate attractive acquisitions may            reduce our growth rate and our ability to penetrate new markets.

**If our            customers terminate their existing agreements, or do not enter into new agreements or            submit additional purchase orders for our products, our business will            suffer.**

          Most            of our sales are made on a purchase order basis, as needed by our customers. In            addition, to the extent we have agreements in place with our customers, most of these            agreements are either short term in nature or provide our customers with the ability to            terminate the arrangement with little or no prior notice. Such agreements typically do            not provide us with any material recourse in the event of non-renewal or early            termination. We will lose business and our revenues will decrease if a significant            number of customers:

|   |                                                                  |
|--------|-----------------------------------------------------------------------|
| • | do not submit                        additional purchase orders;      |
|   |                                                                  |
| • | do not enter into                        new agreements with us; or   |
|   |                                                                  |
| • | elect to terminate                        their relationship with us. |

**If we do not            effectively manage our business in the face of fluctuations in the size of our            organization, our business may be disrupted.**

          We            have grown both organically and as a result of acquisitions. However, we significantly            reduce or expand our workforce and facilities in response to rapid changes in demand            for our products due to prevailing global market conditions. These rapid fluctuations            place strains on our resources and systems. If we do not effectively manage our            resources and systems, our businesses may be adversely affected.

**Uncertainty            in demand for our products may result in increased costs of production, an inability to            service our customers, or higher inventory levels which may adversely affect our            results of operations and financial condition.**

          We            have very little visibility into our customers’ purchasing patterns and are            highly dependent on our customers’ forecasts. These forecasts are non-binding and            often highly unreliable. Given the fluctuation in growth rates and cyclical demand for            our products, as well as our reliance on often-imprecise customer forecasts, it is            difficult to accurately manage our production schedule, equipment and personnel needs            and our raw material and working capital requirements. Our failure to effectively            manage these issues may result in:

|   |                                                                               |
|--------|------------------------------------------------------------------------------------|
| • | production                        delays;                                          |
|   |                                                                               |
| • | increased costs of                        production;                              |
|   |                                                                               |
| • | excessive inventory                        levels and reduced financial liquidity; |
|   |                                                                               |
| • | an inability to make                        timely deliveries; and                 |
|   |                                                                               |
| • | a decrease in                        profits.                                      |

28

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**A decrease in            availability of our key raw materials could adversely affect our profit            margins.**

          We            use several types of raw materials in the manufacturing of our products,            including:

|   |                                                                   |
|--------|------------------------------------------------------------------------|
| • | precious metals such                        as silver;                 |
|   |                                                                   |
| • | other base metals                        such as copper and brass; and |
|   |                                                                   |
| • | ferrite                        cores.                                  |

          Some            of these materials are produced by a limited number of suppliers. We may be unable to            obtain these raw materials in sufficient quantities or in a timely manner to meet the            demand for our products. The lack of availability or a delay in obtaining any of the            raw materials used in our products could adversely affect our manufacturing costs and            profit margins. In addition, if the price of our raw materials increases significantly            over a short period of time due to increased market demand or shortage of supply,            customers may be unwilling to bear the increased price for our products and we may be            forced to sell our products containing these materials at prices that reduce our profit            margins.

**Costs associated with            precious metals and base metals may not be recoverable.**

          Some            of our raw materials, such as precious metals and certain base metals, are considered            commodities and are subject to price volatility. We attempt to limit our exposure to            fluctuations in the cost of precious materials, including silver, by holding the            majority of our precious metal inventory through leasing or consignment arrangements            with our suppliers. We then typically purchase the precious metal from our supplier at            the current market price on the day after delivery to our customer and pass this cost            on to our customer. We try to limit our exposure to base metal price fluctuations by            attempting to pass through the cost of base metals to our customers, typically by            indexing the cost of the base metal, so that our cost of the base metal closely relates            to the price we charge our customers, but we may not always be successful in indexing            these costs or fully passing through costs to our customers.

          Leasing/consignment            fee increases are caused by increases in interest rates or volatility in the price of            the consigned material. Fees charged by the consignor are driven by interest rates and            the market price of the consigned material. The market price of the consigned material            is determined by the supply of, and the demand for, the material. Consignment fees may            increase if interest rates or the price of the consigned material increase.

          Our            results of operations and liquidity will be negatively impacted if:

|   |                                                                                                                                                                                                                                 |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | we are unable to                        enter into new leasing or consignment arrangements with similarly favorable                        terms after our existing agreements terminate;                                            |
|   |                                                                                                                                                                                                                                 |
| • | our                        leasing or consignment fees increase significantly in a short period of                        time and we are unable to recover these increased costs through higher sale                        prices; |
|   |                                                                                                                                                                                                                                 |
| • | we                        are unable to pass through higher base metals costs to our                        customers.                                                                                                               |

**Competition            may result in lower prices for our products and reduced sales.**

          Both            Electronics and Electrical frequently encounter strong competition within individual            product lines from various competitors throughout the world. We compete principally on            the basis of:

|   |                                                                 |
|--------|----------------------------------------------------------------------|
| • | product quality and                        reliability;              |
|   |                                                                 |
| • | global design and                        manufacturing capabilities; |
|   |                                                                 |
| • | breadth of product                        line;                      |
|   |                                                                 |
| • | customer                        service;                             |
|   |                                                                 |
| • | price;                        and                                    |
|   |                                                                 |
| • | on-time                        delivery.                             |

29

----

          Our            inability to successfully compete on any or all of the above factors may result in            reduced sales.

**Fluctuations            in foreign currency exchange rates may adversely affect our operating            results.**

          We            manufacture and sell our products in various regions of the world and export and import            these products to and from a large number of countries. Fluctuations in exchange rates            could negatively impact our cost of production and sales which, in turn, could decrease            our operating results and cash flow. In addition, if the functional currency of our            manufacturing costs strengthened compared to the functional currency of our            competitors’ manufacturing costs, our products may become more costly than our            competitors’. Although we engage in limited hedging transactions, including            foreign currency contracts, to reduce our transaction and economic exposure to foreign            currency fluctuations, these measures may not eliminate or substantially reduce our            risk in the future.

**Our            international operations subject us to the risks of unfavorable political, regulatory,            labor and tax conditions in other countries.**

          We            manufacture and assemble most of our products in locations outside the United States,            including the Peoples’ Republic of China, or “PRC” and Tunisia and a            majority of our revenues are derived from sales to customers outside the United States.            Our future operations and earnings may be adversely affected by the risks related to,            or any other problems arising from, operating in international locations and            markets.

          Risks            inherent in doing business internationally may include:

|   |                                                                                                                                                                              |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | the ability to                        repatriate cash on a timely basis;                                                                                                          |
|   |                                                                                                                                                                              |
| • | economic and                        political instability;                                                                                                                        |
|   |                                                                                                                                                                              |
| • | expropriation and                        nationalization;                                                                                                                         |
|   |                                                                                                                                                                              |
| • | trade                        restrictions;                                                                                                                                        |
|   |                                                                                                                                                                              |
| • | capital and exchange                        control programs;                                                                                                                     |
|   |                                                                                                                                                                              |
| • | transportation                        delays;                                                                                                                                     |
|   |                                                                                                                                                                              |
| • | foreign currency                        fluctuations; and                                                                                                                         |
|   |                                                                                                                                                                              |
| • | unexpected changes in                        the laws and policies of the United States or of the countries in which we                        manufacture and sell our products. |

          Electronics            has the majority of its manufacturing operations in the PRC, except for the automotive            division. Our presence in the PRC has enabled Electronics to maintain lower            manufacturing costs and to adjust our work force to demand levels for our products.            Although the PRC has a large and growing economy, the potential economic, political,            legal and labor developments entail uncertainties and risks. For example, wages have            been increasing over the last several years in the southern coastal provinces. While            the PRC has been receptive to foreign investment, we cannot be certain that its current            policies will continue indefinitely into the future. In the event of any changes that            adversely affect our ability to conduct our operations within the PRC, our businesses            may suffer. We also have manufacturing operations in Tunisia, which is subject to            unique risks, including earthquakes and those associated with Middle East geo-political            events.

          We            have benefited over recent years from favorable tax treatment as a result of our            international operations. We operate in countries where we realize favorable income tax            treatment relative to the U.S. statutory rate. We have also been granted special tax            incentives commonly known as tax holidays in countries such as the PRC and Tunisia.            This favorable situation could change if these countries were to increase rates or            revoke the special tax incentives, or if we discontinue our manufacturing operations in            any of these countries and do not replace the operations with operations in other            locations with favorable tax incentives. Accordingly, in the event of changes in laws            and regulations affecting our international operations, we may not be able to continue            to take advantage of similar benefits in the future.

30

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**Shifting our            operations between regions may entail considerable expense.**

          In            the past we have shifted our operations from one region to another in order to maximize            manufacturing and operational efficiency. We may close one or more additional factories            in the future. This could entail significant one-time earnings charges to account for            severance, equipment write-offs or write downs and moving expenses, as well as certain            adverse tax consequences including the loss of specialized tax incentives or            non-deductible expenses. In addition, as we implement transfers of our operations we            may experience disruptions, including strikes or other types of labor unrest resulting            from layoffs or termination of employees.

**Liquidity            requirements could necessitate movements of existing cash balances which may be subject            to restrictions or cause unfavorable tax and earnings consequences.**

          A            significant portion of our cash is held offshore by our international subsidiaries and            is predominantly denominated in currencies other than the U.S. dollar. While we intend            to use a significant amount of the cash held overseas to fund our international            operations and growth, if we encounter a significant domestic need for liquidity that            we cannot fulfill through borrowings, equity offerings, or other internal or external            sources, we may experience unfavorable tax and earnings consequences if this cash is            transferred to the United States. These adverse consequences would occur if the            transfer of cash into the United States is taxed and no offsetting foreign tax credit            is available to offset the U.S. tax liability, resulting in lower earnings. In            addition, we may be prohibited from transferring cash from the PRC. For example,            foreign exchange ceilings imposed by local governments and sometimes lengthy approval            processes which foreign governments require for international cash transfers may delay            our internal cash transfers from time to time. We have not experienced any significant            liquidity restrictions in any country in which we operate and none are presently            foreseen.

          With            the exception of approximately $21.4 million of retained earnings as of December 29,            2006 in primarily the PRC that are restricted in accordance with the PRC Foreign            Investment Enterprises Law, substantially all retained earnings are free from legal or            contractual restrictions. This law restricts 10% of our net earnings in the PRC, up to            a maximum amount equal to 50% of the total capital we have invested in the            PRC.

**Losing the            services of our executive officers or our other highly qualified and experienced            employees could adversely affect our business.**

          Our            success depends upon the continued contributions of our executive officers and            management, many of whom have many years of experience and would be extremely difficult            to replace. We must also attract and maintain experienced and highly skilled            engineering, sales and marketing and managerial personnel. Competition for qualified            personnel is intense in our industries, and we may not be successful in hiring and            retaining these people. If we lose the services of our executive officers or cannot            attract and retain other qualified personnel, our businesses could be adversely            affected.

**Public health            epidemics (such as flu strains, or severe acute respiratory syndrome) or other natural            disasters (such as earthquakes or fires) may disrupt operations in affected regions and            affect operating results.**

          Electronics            maintains extensive manufacturing operations in the PRC and other emerging economies,            as do many of our customers and suppliers. A sustained interruption of our            manufacturing operations, or those of our customers or suppliers, as a result of            complications from severe acute respiratory syndrome or another public health epidemic            or other natural disasters, could have a material adverse effect on our business and            results of operations.

31

----

**The            unavailability of insurance against certain business risks may adversely affect our            future operating results.**

          As            part of our comprehensive risk management program, we purchase insurance coverage            against certain business risks. If any of our insurance carriers discontinues an            insurance policy or significantly reduces available coverage or increases in the            deductibles and we cannot find another insurance carrier to write comparable coverage,            we may be subject to uninsured losses which may adversely affect our operating            results.

**Environmental            liability and compliance obligations may affect our operations and            results.**

          Our            manufacturing operations are subject to a variety of environmental laws and regulations            as well as internal programs and policies governing:

|   |                                                                                                                                                  |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | air                        emissions;                                                                                                                 |
|   |                                                                                                                                                  |
| • | wastewater                        discharges;                                                                                                         |
|   |                                                                                                                                                  |
| • | the                        storage, use, handling, disposal and remediation of hazardous substances,                        wastes and chemicals; and |
|   |                                                                                                                                                  |
| • | employee health and                        safety.                                                                                                    |

          If            violations of environmental laws should occur, we could be held liable for damages,            penalties, fines and remedial actions. Our operations and results could be adversely            affected by any material obligations arising from existing laws, as well as any            required material modifications arising from new regulations that may be enacted in the            future. We may also be held liable for past disposal of hazardous substances generated            by our business or businesses we acquire. In addition, it is possible that we may be            held liable for contamination discovered at our present or former            facilities.

          We            are aware of environmental issues at one location. A property in Leesburg, Indiana,            which was acquired with our acquisition of GTI in 1998, is the subject of a 1994            Corrective Action Order to GTI by the Indiana Department of Environmental Management            (IDEM). Although we sold the property in early 2005, we retained the responsibility for            existing environmental issues at the site. The order requires us to investigate and            take corrective actions. Substantially all of the corrective actions relating to            impacted soil have been completed and IDEM has issued us “no further            action” letters for all of the remediated areas. We anticipate making additional            environmental expenditures in the future to continue our environmental studies,            analysis and remediation activities with respect to the impacted groundwater. Based on            current knowledge, we do not believe that any future expenses or liabilities associated            with environmental remediation will have a material impact on our operations or our            consolidated financial position, liquidity or operating results. However, we may be            subject to additional costs and liabilities if the scope of the contamination or the            cost of remediation exceeds our current expectations.

32

----

**Exhibit            Index**

|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   2.1 | Share Purchase                        Agreement, dated as of January 9, 2003, by Pulse Electronics (Singapore)                        Pte. Ltd. and Forfin Holdings B.V. that are signatories thereto                        (incorporated by reference to Exhibit 2 to our Form 8-K dated January 10,                        2003).                                                                                                                                  |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   3.1 | Amended and Restated                        Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our                        Form 10-K for the year ended December 26, 2003).                                                                                                                                                                                                                                                                        |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   3.3 | By-laws                        (incorporated by reference to Exhibit 3.3 to our Form 10-K for the year                        ended December 27, 2002).                                                                                                                                                                                                                                                                                                               |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   4.1 | Rights Agreement,                        dated as of August 30, 1996, between Technitrol, Inc. and Registrar and                        Transfer Company, as Rights Agent (incorporated by reference to Exhibit 3                        to our Registration Statement on Form 8-A dated October 24,                        1996).                                                                                                                                    |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   4.2 | Amendment No. 1 to                        the Rights Agreement, dated March 25, 1998, between Technitrol, Inc. and                        Registrar and Transfer Company, as Rights Agent (incorporated by reference                        to Exhibit 4 to our Registration Statement on Form 8-A/A dated April 10,                        1998).                                                                                                                    |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   4.3 | Amendment No. 2 to                        the Rights Agreement, dated June 15, 2000, between Technitrol, Inc. and                        Registrar and Transfer Company, as Rights Agent (incorporated by reference                        to Exhibit 5 to our Registration Statement on Form 8-A/A dated July 5,                        2000).                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1            | Technitrol, Inc.                        2001 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.1                        to our Registration Statement on Form S-8 dated June 28, 2001, File Number                        333-64060).                                                                                                                                                                                                              |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.1(1)         | Form of Stock Option                        Agreement (incorporated by reference to Exhibit 10.1(1) to our Form 10-Q                        for the nine months ended October 1, 2004).                                                                                                                                                                                                                                                                               |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.2            | Technitrol, Inc. Restricted Stock Plan II, as amended and restated as of                        April 30, 2003.                                                                                                                                                                                                                                                                                                                                                       |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.3            | Technitrol, Inc.                        2001 Stock Option Plan (incorporated by reference to Exhibit 4.1 to our                        Registration Statement on Form S-8 dated June 28, 2001, File Number                        333-64068).                                                                                                                                                                                                                         |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.4            | Technitrol, Inc.                        Board of Directors Stock Plan, as amended (incorporated by reference to                        Exhibit 10 to our Form 8-K dated May 18, 2005).                                                                                                                                                                                                                                                                                |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.5            | Credit Agreement, by                        and among Technitrol, Inc. and certain of its subsidiaries, Bank of America                        N.A. as Administrative Agent and Lender, and certain other Lenders that are                        signatories thereto, dated as of October 14, 2005 (incorporated by                        reference to Exhibit 10.1 to our Form 8-K dated October 20,                        2005).                                 |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.6            | Lease Agreement,                        dated October 15, 1991, between Ridilla-Delmont and AMI Doduco, Inc.                        (formerly known as Advanced Metallurgy Incorporated), as amended September                        21, 2001 (incorporated by reference to Exhibit 10.6 to the Company’s                        Amendment No. 1 to Registration Statement on Form S-3 dated February 28,                        2002, File Number 333-81286). |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 10.7            | Incentive                        Compensation Plan of Technitrol, Inc. (incorporated by reference to Exhibit                        10.7 to Amendment No. 1 to our Registration Statement on Form S-3 filed on                        February 28, 2002, File Number 333-81286).                                                                                                                                                                                      |

33

----

**Exhibit Index,**            continued

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.8     | Technitrol, Inc.                        Supplemental Retirement Plan, amended and restated January 1, 2002                        (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to our                        Registration Statement on Form S-3 filed on February 28, 2002, File Number                        333-81286).                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.8(1)  | Technitrol, Inc.                        Grantor Trust Agreement dated July 5, 2006 between Technitrol, Inc. and                        Wachovia Bank, National Association (incorporated by reference to Exhibit                        10.8(1) to our Form 8-K dated July 11, 2006).                                                                                                                                                                    |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.9     | Agreement between                        Technitrol, Inc. and James M. Papada, III, dated July 1, 1999, as amended                        April 23, 2001, relating to the Technitrol, Inc. Supplemental Retirement                        Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to our                        Registration Statement on Form S-3 filed on February 28, 2002, File Number                        333-81286). |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10    | Letter Agreement                        between Technitrol, Inc. and James M. Papada, III, dated April 16, 1999, as                        amended October 18, 2000 (incorporated by reference to Exhibit 10.10 to                        Amendment No. 1 to our Registration Statement on Form S-3 filed on February                        28, 2002, File Number 333-81286).                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.10(1) | Letter Agreement                        between Technitrol, Inc. and James M. Papada, III dated April 25, 2007                        (incorporated by reference to Exhibit 10.10(1) to our Form 8-K dated May 1,                        2007).                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.11    | Form of Indemnity                        Agreement (incorporated by reference to Exhibit 10.11 to our Form 10-K for                        the year ended December 28, 2001).                                                                                                                                                                                                                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.12    | Technitrol Inc.                        Supplemental Savings Plan (incorporated by reference to Exhibit 10.15 to                        our Form 10-Q for the nine months ended September 26, 2003).                                                                                                                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.13    | Technitrol, Inc.                        401(K) Retirement Savings Plan, as amended (incorporated by reference to                        post-effective Amendment No. 1, to our Registration Statement on Form S-8                        filed on October 31, 2003, File Number 033-35334).                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.13(1) | Amendment No. 1 to                        Technitrol, Inc. 401(k) Retirement Savings Plan, dated December 31, 2006                        (incorporated by reference to Exhibit 10.13(1) to our Form 10-K for the                        year ended December 29, 2006).                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.14    | Pulse Engineering,                        Inc. 401(K) Plan as amended (incorporated by reference to post-effective                        Amendment No. 1, to our Registration Statement on Form S-8 filed on October                        31, 2003, File Number 033-94073).                                                                                                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.14(1) | Amendment No. 1 to                        Pulse Engineering, Inc. 401(k) Plan, dated December 31, 2006 (incorporated                        by reference to Exhibit 10.14(1) to our Form 10-K for the year ended                        December 29, 2006).                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.15    | Amended and Restated                        Short-Term Incentive Plan (incorporated by reference to Exhibit 10.15 to                        our Form 10-K for the year ended December 31, 2005).                                                                                                                                                                                                                                                         |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 10.16    | Consignment                        Agreement dated July 11, 2006 among Technitrol, Inc., AMI Doduco, Inc. and                        Sovereign Precious Metals, LLC (incorporated by reference to Exhibit 10.16                        to our Form 8-K dated July 17, 2006).                                                                                                                                                                             |

34

----

**Exhibit Index,**            continued

|     |                                                                                                                                                                                                                                                                                                                                                        |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.17    | Amended and Restated                        Consignment Agreement dated July 29, 2005, among Fleet Precious Metals Inc.                        d/b/a Bank of America Precious Metals, Technitrol, Inc. and AMI Doduco,                        Inc. (incorporated by reference to Exhibit 10.1 to our Form 8-K dated                        August 2, 2005). |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.17(1) | First Amendment and                        Agreement dated March 24, 2006 among Bank of America, N.A., Technitrol,                        Inc. and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.17(1) to                        our Form 8-K dated March 28, 2006).                                                                            |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.17(2) | Second Amendment and                        Agreement dated May 4, 2006 among Bank of America, N.A., Technitrol, Inc.                        and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.17(2) to our                        Form 8-K dated May 4, 2006).                                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.18    | Fee Consignment                        and/or Purchase of Silver Agreement dated April 7, 2006 among The Bank of                        Nova Scotia, Technitrol, Inc. and AMI Doduco, Inc. (incorporated by                        reference to Exhibit 10.18 to our Form 8-K dated April 7, 2006).                                                         |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.18(1) | Letter Amendment                        dated May 17, 2006 among The Bank of Nova Scotia, Technitrol, Inc. and AMI                        Doduco, Inc. (incorporated by reference to Exhibit 10.18(1) to our Form 8-K                        dated May 17, 2006).                                                                                           |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.19    | Consignment                        Agreement dated September 24, 2005 between Mitsui & Co. Precious Metals                        Inc., and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.19 to                        our Form 8-K dated March 28, 2006).                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.20    | Unlimited Guaranty                        dated December 16, 1996 by Technitrol, Inc. in favor of Rhode Island                        Hospital Trust National Bank (incorporated by reference to Exhibit 10.20 to                        our Form 10-Q for the nine months ended October 1, 2004).                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.21    | Corporate Guaranty                        dated November 1, 2004 by Technitrol, Inc. in favor of Mitsui & Co.                        Precious Metals, Inc. (incorporated by reference to Exhibit 10.21 to our                        Form 10-Q for the nine months ended October 1, 2004).                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.22    | Fee Consignment                        and/or Purchase of Silver Agreement dated March 30, 2007 among HSBC Bank                        U.S.A., N.A., Technitrol, Inc and AMI Doduco, Inc. (incorporated by                        reference to Exhibit 10.22 to our Form 8-K dated April 5, 2007).                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.23    | Share Purchase                        Agreement dated August 8, 2005 among Pulse Electronics (Singapore) Pte.                        Ltd., as Purchaser, and Filtronic Plc and Filtronic Comtek Oy, as Sellers                        (incorporated by reference to Exhibit 10.1 to our Form 8-K dated August 11,                        2005).             |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.24    | Sale and Transfer                        Agreement dated November 28, 2005 among era GmbH & Co. KG, Pulse GmbH,                        CST Electronics Co., Ltd., and certain other parties named therein                        (incorporated by reference to Exhibit 10.1 to our Form 8-K dated December                        2, 2005).             |
|     |                                                                                                                                                                                                                                                                                                                                                        |
| 10.25    | CEO Annual and                        Long-Term Equity Incentive Process (incorporated by reference to Exhibit                        10.25 to our Form 10-Q for the six months ended June 30, 2006).                                                                                                                                                       |

35

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**Exhibit Index,**            continued

|   |                                                                                                                                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 10.26  | Letter  Agreement between Technitrol, Inc. and Michael J. McGrath                        dated March 7, 2007.                                                                                     |
|   |                                                                                                                                                                                                   |
| 10.30  | Schedule of Board of                        Director and Committee Fees (incorporated by reference to Exhibit 10.30 to                        our form 10-Q for the three months ended March 30, 2007. |
|   |                                                                                                                                                                                                   |
| 31.1   | Certification of Principal Executive Officer pursuant to Section 302(a) of                        the Sarbanes-Oxley Act of 2002.                                                                      |
|   |                                                                                                                                                                                                   |
| 31.2   | Certification of Principal Financial Officer pursuant to Section 302(a) of                        the Sarbanes-Oxley Act of 2002.                                                                      |
|   |                                                                                                                                                                                                   |
| 32.1   | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section                        1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of                        2002.   |
|   |                                                                                                                                                                                                   |
| 32.2   | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section                        1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of                        2002.   |

36

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**Signatures**

Pursuant to the requirements of the            Securities Exchange Act of 1934, the registrant has duly caused this report to be            signed on its behalf by the undersigned thereunto duly authorized.

|   |                                  |   |   |                                                                           |
|--------|---------------------------------------|--------|--------|--------------------------------------------------------------------------------|
|   |                                  |   |   | Technitrol,                        Inc.                                        |
|   |                                  |   |   |                                                                                |
|   |                                  |   |   | (Registrant)                                                                   |
|   |                                  |   |   |                                                                           |
|   | August 6,                        2007 |   |   | /s/ Edward J.                        Prajzner                                  |
|   |                                       |   |   |                                                                                |
|   | (Date)                                |   |   | Edward J.                        Prajzner                                      |
|   |                                  |   |   | Vice President,                        Corporate Controller and                |
|   |                                  |   |   | Chief Accounting                        Officer                                |
|   |                                  |   |   | (duly authorized                        officer, principal accounting officer) |

37

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