UNITED STATES
SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549   FORM 10-Q x The Quarterly Report Pursuant to Section 13 or
15(d) of the Securities Exchange Act of 1934
 For the three months ended March
30, 2007, or o Transition 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 (Technitrol logo)TECHNITROL, INC.(Exact name of registrant as specified in its Charter)  PENNSYLVANIA

23-1292472(State or other jurisdiction of incorporation or 
  organization)

(IRS Employer Identification Number)  1210 Northbrook Drive, Suite 470Trevose, 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 May 4, 2007: 40,791,323 1    TABLE
OF CONTENTS

PAGEPART I

FINANCIAL INFORMATIONItem
  1.

Financial
  StatementsConsolidated
  Balance Sheets (Unaudited)

3Consolidated
  Statements of Operations (Unaudited)

4Consolidated
  Statements of Cash Flows (Unaudited)

5Consolidated
  Statements of Changes in Shareholders Equity (Unaudited)

6Notes
  to Unaudited Consolidated Financial Statements

7Item
  2.

Managements
  Discussion and Analysis of Financial Condition and Results of Operations

15Item
  3.

Quantitative
  and Qualitative Disclosures about Market Risk

22Item
  4.

Controls
  and Procedures

22PART II

OTHER INFORMATIONItem
  1.

Legal
  Proceedings

24Item
  1a.

Risk
  Factors

24Item
  2.

Unregistered
  Sales of Equity Securities and Use of Proceeds

24Item
  3.

Defaults
  Upon Senior Securities

24Item
  4.

Submission
  of Matters to a Vote of Security Holders

24Item
  5.

Other
  Information

24Item
  6.

Exhibits

24Exhibit
  Index

322

PART I. FINANCIAL
INFORMATION

Item 1:   Financial Statements

Technitrol, Inc. and Subsidiaries

Consolidated Balance
Sheets

In thousands

March 30,2007

December 29,2006(unaudited)AssetsCurrent
assets:Cash and cash
equivalents

$
87,144

$
87,195Trade
receivables, net


174,227


160,083Inventories


108,655


106,397Prepaid
expenses and other current assets


33,325


31,121Total current
assets


403,351


384,796Property,
plant and equipment


246,528


248,209Less
accumulated depreciation


146,178


140,863Net property,
plant and equipment


100,350


107,346Deferred
income taxes


16,520


16,135Goodwill,
net


223,043


220,528Other
intangibles, net


31,328


32,334Other
assets


9,987


9,741$
784,579

$
770,880Liabilities
and Shareholders EquityCurrent
liabilities:Current
installments of long-term debt

$
60

$
60Short-term
debt


1,157


1,771Accounts
payable


105,968


97,593Accrued
expenses and other current
  liabilities


85,468


96,368Total current
liabilities


192,653


195,792Long-term
liabilities:Long-term
debt, excluding current
  installments


49,382


57,331Deferred
income taxes


13,209


13,323Other
long-term liabilities


32,019


14,314Minority
interest


9,881


9,691Shareholders equity:Common stock
and additional paid-in capital


219,794


218,919Retained
earnings


244,228


243,084Other
comprehensive income


23,413


18,426Total
shareholders equity


487,435


480,429$
784,579

$
770,880See
accompanying Notes to Unaudited Consolidated Financial Statements.

3

Technitrol, Inc. and Subsidiaries

Consolidated
Statements of Operations

(Unaudited)In
thousands, except per share data

Three
  Months EndedMarch 30,
  2007

March 31,
  2006Net
sales

$
254,432

$
221,093Costs and
expenses:Cost of
sales


199,690


169,900Selling,
general and administrative
  expenses


36,736


35,087Severance and
asset impairment expense


9,915


865Total costs
and expenses applicable to
  sales


246,341


205,852Operating
profit


8,091


15,241Other
(expense) income:Interest
(expense), net


(1,252
)

(687
)Other
income


251


494Total other
(expense)


(1,001
)

(193
)Earnings from
continuing operations before
  income taxes, minority interest and cumulative effect of accounting change


7,090


15,048Income
taxes


2,189


2,793Minority
interest expense


190


288Net earnings
from continuing operations
  before cumulative effect of accounting change


4,711


11,967Cumulative
effect of accounting change, net
  of taxes





75Net (loss)
from discontinued operations,
  net of taxes





(78
)Net
earnings

$
4,711

$
11,964Basic and
diluted earnings per share from
  continuing operations

$
0.12

$
0.30Cumulative
effect of accounting change





0.00Basic and
diluted net (loss) per share from
  discontinued operations





(0.00
)Basic and
diluted earnings per share

$
0.12

$
0.30See
accompanying Notes to Unaudited Consolidated Financial Statements.

4

Technitrol, Inc. and Subsidiaries

Consolidated
Statements of Cash Flows

(Unaudited)

In thousands

Three
  Months EndedMarch 30,
  2007

March 31,
  2006Cash flows
from operating activities:Net
earnings

$
4,711

$
11,964Loss from
discontinued operations, net of
  taxes





78Adjustments to
reconcile net earnings to
  net cash provided by (used in) operating activities:Cumulative
effect of accounting change, net
  of taxes





(75
)Depreciation
and amortization


7,990


7,428Amortization
of stock incentive plan
  expense


1,076


934Minority
interest in net earnings of
  consolidated subsidiary


190


288Severance and
asset impairment expense, net
  of cash payments


8,290


(610
)Changes in
assets and liabilities, net of
  effect of acquisitions:Trade
receivables


(12,965
)

(16,819
)Inventories


(1,590
)

(1,304
)Prepaid
expenses and other current assets


(1,907
)

(3,815
)Accounts
payable and accrued expenses


5,471


3,002Other,
net


2,050


(2,144
)Net cash
provided by (used in) operating
  activities


13,316


(1,073
)Cash flows
from investing activities:Acquisitions,
net of cash acquired





(54,068
)Capital
expenditures


(4,512
)

(5,674
)Proceeds from
sale of property, plant and
  equipment


2,159


590Foreign
currency impact on intercompany
  lending


312


120Net cash
(used in) investing activities


(2,041
)

(59,032
)Cash flows
from financing activities:Long-term
borrowings


2,757


5,152Principal
payments of long-term debt


(11,614
)

(50,644
)Dividends
paid


(3,567
)

(3,546
)Exercise of
stock options


88


148Net cash
(used in) financing activities


(12,336
)

(48,890
)Net effect of
exchange rate changes on cash


1,010


1,205Cash flows of
discontinued operations:Net cash (used
in) operating activities





(78
)Net
(decrease) in cash and cash equivalents
  from discontinued operations





(78
)Net (decrease)
in cash and cash equivalents


(51
)

(107,868
)Cash and cash
equivalents at beginning of
  period


87,195


173,664Cash and cash
equivalents at end of period

$
87,144

$
65,796See accompanying Notes to
Unaudited Consolidated Financial Statements.

5

Technitrol, Inc. and Subsidiaries

Consolidated
Statements of Changes in Shareholders Equity

Three Months Ended March 30, 2007

(Unaudited)In thousands, except
per share data

Common stock and
  paid-in capital

Retained
  earnings

Accumulated 
  other
  comprehensive
  income

Comprehensive
  incomeShares

AmountBalance at December 29,
2006


40,751

$
218,919

$
243,084

$
18,426Stock options, awards and
related
  compensation


40


875





Dividends declared ($0.0875 per
share)








(3,567
)

Currency translation
adjustments











4,962

$
4,962Unrealized holding gains on
securities











25


25Net earnings








4,711





4,711Comprehensive income













$
9,698Balance at March 30,
2007


40,791

$
219,794

$
244,228

$
23,413See
accompanying Notes to Unaudited Consolidated Financial Statements.

6

Technitrol, Inc. and Subsidiaries

Notes to Unaudited
Consolidated Financial Statements

(1)
Accounting
  policiesFor
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 Duduco as the
Electrical Contact Products Group or Electrical.

The
results for the three months ended March 30, 2007 and March 31, 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 three
months ended March 30, 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)
AcquisitionsLarsen
Group: In December 2006, we acquired certain assets
which comprise the Larsen Group (Larsen) from Radiall Incorporated.
Headquartered in Vancouver, Washington, Larsen has 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 manufactures non-cellular wireless and
automotive antennas and expanded our Electronics antenna division. The
purchase price and preliminary fair value of the acquired assets are 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 produces 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) is
based in Taiwan and manufactures connector products, including single and
multiple-port jacks, and supplies products to us under a cooperation agreement.
We began making investments in FRE in April 2001. As of March 30, 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 interest due to the minority shareholders.
Purchases of common stock in FRE are 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 includes $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)
DivestitureIn
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 three months ended March 30, 2007. We recorded
no sales and a net loss of $0.1 million in the consolidated statements of
operations for the three months ended March 31, 2006.

8

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial
Statements, continued

(4)
InventoriesInventories
consisted of the following (in thousands):

March 30,
  2007

December 29,
  2006Finished
  goods

$
37,410

$
37,415Work in
  process


25,024


23,843Raw
  materials and supplies


46,221


45,139$
108,655

$
106,397(5)
Goodwill and
  other intangibles, netThe
changes in the carrying amounts of goodwill for the three months ended March
30, 2007 were as follows (in thousands):

Balance at
  December 29, 2006

$
220,528Goodwill
  acquired during the period


Purchase
  price allocations and other adjustments


(56
)Currency
  translation adjustments


2,571Balance at
  March 30, 2007

$
223,043The
majority of our goodwill and other intangibles relate to our Electronics
segment.

Other
intangible assets were as follows (in
thousands):

March 30, 
  2007

December 29, 
  2006Intangible
  assets subject to amortization (definite lives):Technology

$
11,253

$
11,207Customer
relationships


26,388


26,102Tradename/trademark


387


383Other


2,403


2,402Total

$
40,431

$
40,094Accumulated
  amortization:Technology

$
(7,427
)
$
(7,113
)Customer
relationships


(5,237
)

(4,391
)Tradename/trademark


(387
)

(383
)Other


(710
)

(531
)Total

$
(13,761
)
$
(12,418
)Net tangible
assets subject to amortization

$
26,670

$
27,676Intangible
  assets not subject to amortization (indefinite lives):Tradename

$
4,658

$
4,658Other
intangibles, net

$
31,328

$
32,3349

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial
Statements, continued

(5)
Goodwill and
  other intangibles, net, continuedAmortization
expense was $1.3 mllion and $1.0 million for the three months ended March 30,
2007 and March 31, 2006, respectively. Estimated annual amortization expense
for each of the next five years is as follows (in thousands):

Year
  Ending2008

$
4,4472009

$
3,8692010

$
3,5192011

$
2,1632012

$
2,163(6)
Income taxesWe
adopted the provisions of FIN 48 on December 30, 2006. We did not recognize a
material adjustment to our liabilities for unrecognized income tax benefits
upon adoption of this interpretation. At the date of adoption, we had $22.8
million of unrecognized tax benefits, all of which would affect our effective
tax rate, if recognized. At March 30, 2007, we have $23.2 million of
unrecognized tax benefits. In accordance with FIN 48, we reclassified
approximately $18.0 million of unrecognized tax benefits from current to
long-term liabilities. Adoption of this interpretation had no other impact on
our consolidated financial statements. These benefits are not expected to be
realized within the next twelve months.

Our
continuing practice is to recognize interest and/or penalties related to income
tax matters as income tax expense. As of March 31, 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)
PensionIn
the three months ended March 30, 2007 we were not required to, nor did we, make
any contributions to our qualified pension plan. Our net periodic expense was
approximately $0.3 million and $0.4 million in the three months ended March 30,
2007 and March 31, 2006, respectively, and is expected to be approximately $1.3
million for the full fiscal year in 2007.

(8)
Accounting
  for stock-based compensationWe
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 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

10

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial
Statements, continued

(8)
Accounting
  for stock-based compensation, continuedsupersedes 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, our adoption 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 months
ended March 30, 2007 and March 31, 2006 (in thousands):

March 30,
  2007

March 31,
  2006Restricted stock

$
933

$
724Stock options


143


210Total stock-based compensation
included
  in  selling, general and
  administrative expenses


1,076


934Income tax benefit


(358
)

(326
)Total after-tax stock-based
compensation expense

$
718

$
608Restricted 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 current
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

$
20.48Granted


37

$
25.00Vested


(13
)
$
18.21Forfeited


(2
)
$
21.80Nonvested at
  March 30, 2007


227

$
21.30As
of March 30, 2007, there was approximately $2.3 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 1.8 years.

11

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial
Statements, continued

(8)
Accounting
  for stock-based compensation, continuedStock 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 three months ended March
30, 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
  ValueOutstanding
  as of December 29, 2006


295

$
18.99Granted





Exercised


(5
)
$
19.00Forfeited/expired





Outstanding
  as of March 30, 2007


290

$
18.95

$
897Exercisable
  at March 30, 2007


233

$
19.38

$
621As
of March 30, 2007, there was $0.4 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 1.1years.

During
the three months ended March 30, 2007, cash received from stock options
exercised was $0.1 million.  The total intrinsic value of stock options
exercised during the three months ended March 30, 2007 and March 31, 2006 was
less than $0.1 million. 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 three months ended March 30, 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 quarter ended March 30, 2007.

(9)
Earnings per
  shareBasic
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 method.
There were approximately 193,000 and 100,000 common share equivalents
for the three months ended March 30,
2007 and March 31, 2006, respectively.
There were approximately 290,000 stock options outstanding as of March
30, 2007 and approximately 468,000 as of March 31, 2006.  We had

12

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial
Statements, continued

(9)
Earnings per
  share, continuedunvested restricted shares
outstanding of approximately 227,000 and 221,000 as of March 30, 2007 and March
31, 2006, respectively.

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

Three Months EndedMarch 30,
  2007

March 31,
  2006Net earnings from continuing
operations

$
4,711

$
11,967Cumulative effect of accounting
change





75Net loss from discontinued
operations





(78
)Net earnings

$
4,711

$
11,964Basic earnings (loss) per
share:Shares


40,537


40,326Continuing
operations

$
0.12

$
0.30Cumulative
effect of accounting change





0.00Discontinued
operations





(0.00
)Per share
amount

$
0.12

$
0.30Diluted earnings (loss) per
share:Shares


40,720


40,426Continuing
operations

$
0.12

$
0.30Cumulative
effect of accounting change





0.00Discontinued
operations





(0.00
)Per share
amount

$
0.12

$
0.30(10)
Severance
  and asset impairment expenseIn
the three months ended March 30, 2007, we accrued $9.9 million for a number of
cost reduction actions at Electronics. These include severance and related
payments of $7.4 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. Cash payments resulting from these expenses
will be paid by December 28, 2007, except for remaining lease and severance
payments to be made over a specified term.

Our
severance and asset impairment charges are summarized on a year-to-date basis
for 2007 as follows (in millions):

Electrical

Electronics

TotalBalance accrued at December 29,
2006

$
0.5

$
3.8

$
4.3Accrued during the three months
ended March
  30, 2007





9.9


9.9Severance and other cash
payments


(0.1
)

(1.5
)

(1.6
)Non-cash asset
disposals


(0.1
)

(2.9
)

(3.0
)Balance accrued at March 30,
2007

$
0.3

$
9.3

$
9.613

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial
Statements, continued

(11)
Business
  segment informationFor
the three months ended March 30, 2007 and March 31, 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 March 30, 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 Duduco as
the Electrical Contact Products Group (Electrical). Specific segment data are
as follows (in thousands):

Three Months EndedMarch 30,
  2007

March 31,
  2006Net sales:Electronics

$
163,961

$
144,169Electrical


90,471


76,924Total

$
254,432

$
221,093Earnings from continuing
operations before
  income taxes, minority interest and cumulative effect of accounting change:Electronics

$
3,100

$
12,342Electrical


4,991


2,899Operating
profit


8,091


15,241Other expense,
net


(1,001
)

(193
)Earnings from
continuing operations before
  income taxes, minority interest and cumulative effect of accounting change

$
7,090

$
15,04814

Item 2:
Managements Discussion and Analysis of
  Financial Condition and Results of OperationsIntroduction

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 25 through 31.

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. Estimates are
used for, but not limited to, the accounting for inventory valuation,
impairment of goodwill and other intangibles, severance and asset
impairment expenses, income taxes, and contingency accruals. Actual results could differ from these
estimates. The following critical accounting policies are impacted
significantly by judgments, assumptions and estimates used in the preparation
of the Consolidated Financial Statements.

Inventory
Valuation. We carry
our inventories at lower of cost or market. We establish inventory provisions
to write down excess and obsolete inventory to market value. We utilize
historical trends and customer forecasts to estimate expected usage of on-hand
inventory. In addition, inventory purchases are based upon future demand
forecasts estimated by taking into account actual sales of our products over
recent historical periods and customer forecasts. If there is a sudden and
significant decrease in demand for our products or there is a higher risk of
inventory obsolescence because of rapidly changing technology or customer
requirements, we may be required to write down our inventory and our gross
margin could be negatively affected. Conversely, if we were to sell or use a
significant portion of inventory already written down, our gross margin could
be positively affected.

Impairment
of Goodwill and Other Intangibles. We assess the carrying cost of goodwill and intangible assets with
indefinite lives on an annual basis and on an interim basis in certain
circumstances. This assessment is based on comparing fair value to carrying
cost. Fair value is based on estimating future cash flows using various growth
assumptions and discounting based on a present value factor. Assigning a useful
life and periodically reassessing a remaining useful life (for purposes of
systematic amortization) is also predicated on various economic assumptions.
Our intangible assets are also subject to impairment as a result of other
factors such as changing technology, declines in demand that lead to excess
capacity and other factors. In addition to the various assumptions, judgments
and estimates mentioned above, we may strategically realign our resources and
consider restructuring, disposing of, or otherwise exiting businesses in
response to changes in industry or market conditions, which could result in an
impairment of goodwill or other intangibles.

Severance
and Asset Impairment Expense. We record severance, tangible asset impairments and other
restructuring charges such as lease terminations, as a result of a plan to
transfer production operations to lower-cost locations and in response to
declines in demand that lead to excess capacity, changing technology and other
factors. These costs, which we refer to as restructuring costs, are expensed
during the period in which we determine that we will incur those costs, and all
of the requirements for accrual are met in accordance with the applicable
accounting guidance. Restructuring costs are recorded based upon our best
estimates at the time the action is initiated. Our actual expenditures for the
restructuring activities may differ from the initially recorded costs. If this
occurs, we could be required either to record additional expenses in future
periods if our initial estimates were too low, or reverse part of

15

the charges that we recorded
initially if our initial estimates were too high. In the case of
acquisition-related restructuring costs, depending on whether certain
requirements are met in accordance with the applicable accounting guidance,
such costs would generally require a change in value of the goodwill appearing
on our balance sheet, which may not affect our earnings.

Income
Taxes. We use the
asset and liability method of accounting for income taxes. Under this method,
income tax expense/benefit is recognized for the amount of taxes payable or
refundable for the current year and for deferred tax liabilities and assets for
the future tax consequences of events that have been recognized in an entitys
financial statements or tax returns. We must make assumptions, judgments and
estimates to determine our current provision for income taxes and also our
deferred tax assets and liabilities and any valuation allowance to be recorded
against a deferred tax asset. Our judgments, assumptions and estimates relative
to the current provision for income tax take into account current tax laws, our
interpretation of current tax laws, possible outcomes of current and future
audits conducted by foreign and domestic tax authorities and current accounting
guidance. Changes in tax law or our interpretation of tax laws, the resolution
of current and future tax audits and changes in accounting guidance could
significantly impact the amounts provided for income taxes in our consolidated
financial statements. Our assumptions, judgments and estimates relative to the
value of a deferred tax asset take in to account predictions of the amount and
category of future taxable income. Actual operating results and the underlying
amount and category of income in future years could render our current
assumptions, judgments and estimates of recoverable net deferred taxes
inaccurate. Any of the assumptions, judgments and estimates mentioned above
could cause our actual income tax obligations to differ from our estimates.

Contingency
Accruals. During the
normal course of business, a variety of issues may arise, which may result in
litigation, environmental compliance and other contingent obligations. In
developing our contingency accruals we consider both the likelihood of a loss
or incurrence of a liability as well as our ability to reasonably estimate the
amount of exposure. We record contingency accruals when a liability is probable
and the amount can be reasonably estimated. We periodically evaluate available
information to assess whether contingency accruals should be adjusted. Our
evaluation includes an assessment of legal interpretations, judicial
proceedings, recent case law and specific changes or developments regarding
known claims. We could be required to record additional expenses in future
periods if our initial estimates were too low, or reverse part of the charges
that we recorded initially if our estimates were too high.

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:

  
      Pulse,
          which we refer to as our Electronic Components Group (Electronics),
          and
      AMI
          Doduco, which we refer to as our Electrical Contact Products Group (Electrical).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 and capacity utilization,
particularly in higher fixed-cost operations in Electrical and Electronics
antenna and automotive divisions. Gross margin in Electrical, and to a lesser
extent Electronics, is also affected by the price of precious and non-precious
metals that are passed through to customers at nominal margins. Electronics
markets are characterized by relatively short product life cycles compared to
Electricals. As a result, significant product turnover

16

occurs
each year. Therefore, changes in average selling prices at Electronics are not
necessarily relevant to measuring the performance of the operations of 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. In addition, sales
growth and contraction at Electrical and Electronics antenna and automotive
divisions are generally attributable to changes in unit volume and changes in
unit pricing, as well as foreign exchange rates, especially the U.S. dollar to
the euro and the U.S. dollar to the Chinese renmimbi.

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 has been
facilitated by an acquisition. 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 and including acquisition costs and the
consideration resulting from an earn-out provision. LK is based in Kempele,
Finland, and is 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 and including acquisition costs. ERA is based in
Herrenberg, Germany and is a leading producer of electronic coils and
transformers primarily for the European
automotive, heating/ventilation/air
conditioning and appliance markets. We purchased Larsen from Radiall
Incorporated in December 2006. Larsen is headquartered in Vancouver, Washington
and manufactures advanced antenna systems for non-cellular wireless and
automotive applications. We will continue to pursue additional growth
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, which we define as operating profit after tax less our cost of capital,
revenue growth, gross profit as a percentage of revenue, and operating profit
as a percent of revenue. Operating leverage or incremental operating profit as
a percentage of incremental sales is a factor that is discussed frequently, 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
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 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, as well as lower overhead costs related to factory
relocations to lower-cost locations. The eliminated costs also include
depreciation savings from disposed equipment and rental payments from the
termination of lease agreements.

17

In
the three months ended March 30, 2007, we accrued $9.9 million for a number of
cost reduction actions at Electronics. These include severance and related
payments of $7.4 million for the termination of manufacturing and support
personnel primarily in conjunction with our plan to transfer production from Germany
and Tunisia to China 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 will 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 March 30, 2007, we had manufacturing operations in 8 countries and
had no significant net sales in currencies other than the U.S. dollar, the euro
and the Chinese renminbi. 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 and Electronics automotive division sales are
denominated primarily in euro. Electronics antenna division sales are
denominated primarily in euro and Chinese 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 euro-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 March
30, 2007, we did not have any forward contracts or currency options in place.

Precious
Metals. Our Electrical business 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 below 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.

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 Peoples Republic of China (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.

18

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 are intended to be reinvested outside of the U.S. indefinitely. Where
excess cash has accumulated in our non-U.S. subsidiaries and it is advantageous
for tax reasons, subsidiary earnings may be remitted.

Results of Operations

Three
months ended March 30, 2007 compared to the three months ended March 31, 2006

Net
Sales. Net sales
for the three months ended March 30, 2007 increased $33.3 million, or 15.1%, to
$254.4 million from $221.1 million in the three months ended March 31, 2006. Our sales increase
from the comparable period in the prior year was primarily attributable to
increased demand in Electronics antenna, networking and power conversion
divisions and higher pass-through costs for silver and other metals at
Electrical, which were partially offset by lower sales in Electronics
telecommunications and consumer divisions. Additionally, the Electronics
antenna and automotive divisions and Electricals European operations benefited
from a higher average euro-to-U.S. dollar exchange rate during the three months
ended March 30, 2007.

Electronics
net sales increased $19.8 million, or 13.7%, to $164.0 million for the three
months ended March 30, 2007 from $144.2 million in the three months ended March 31, 2006. The increase in net
sales is primarily attributable to increased demand in the antenna, networking
and power conversion divisions, while the telecommunications, automotive and
consumer divisions were lower. Sales from the Larsen acquisition were also
included in the three months ended March 30, 2007.

Electricals
net sales increased $13.6 million, or 17.7%, to $90.5 million for the three
months ended March 30, 2007 from $76.9 million in the three months ended March 31, 2006. Sales in the current
period compared to the prior year period reflect higher pass-through costs for
silver and other metals and increased demand, especially in Europe.

Cost
of Sales. As a result of higher net sales, our cost of
sales increased $29.8 million, or 17.5%, to $199.7 million for the three months ended March 30, 2007 from $169.9
million for the three months ended March 31, 2006. Our consolidated gross
margin for the three months ended March 30, 2007 was 21.5% compared to 23.2% for the three months ended March 31, 2006.
Our consolidated gross margin in the current period was negatively impacted by
the Electronics automotive division, where integration efforts continued
through the three months ended March 30, 2007, and the effects of increased
inventory valuation reserves at the Electronics consumer division recorded
during the three months ended March 30, 2007.

Selling,
General and Administrative Expenses. Total selling, general and administrative
expenses for the three months ended March 30, 2007 increased $1.6 million, or
4.6%, to $36.7 million, or 14.4 % of net sales, from $35.1 million, or 15.9% of
net sales for the three months ended March 31, 2006. Increased spending was a result of higher
research, development and engineering expenses and increased intangible
amortization expense at Electronics. Partially offsetting these expenses were
the favorable impact of restructuring actions that we took over the last year
to reduce costs.

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 March 30, 2007 and March 31, 2006, respectively, RD&E by segment was as follows
(in thousands):

2007

2006Electronics

$
9,220

$
8,185Percentage
  of segment sales


5.6
%

5.7
%Electrical

$
1,384

$
1,232Percentage
  of segment sales


1.5
%

1.6
%19

Higher
RD&E spending in the three months ended March 30, 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. Severance and asset
impairment expense was $9.9 million and $0.9 million for the three months ended
March 30, 2007 and March 31, 2006,
respectively. The increase in 2007 is primarily a result of severance charges
in connection with our plan to transfer production from Electronics Germany
and Tunisia locations to China and asset impairment expenses at the
Electronics consumer division.

Interest. Net
interest expense was $1.3 million for the
three months ended March 30, 2007 compared to net interest expense of $0.7
million for the three months ended March 31, 2006. As a result of increased silver prices and the volume of leased silver,
silver leasing fees, which are included in net interest expense, were $0.3
million higher in 2007 over the comparable period in 2006. Additionally,
interest charges increased as a result of higher average debt balances during
the three months ended March 30, 2007 as compared to the same period of 2006.

Other. Other
income was $0.3 million for the three
months ended March 30, 2007 versus $0.5 million for the three months ended March
31, 2006.

Income
Taxes. The effective
income tax rate for the three months ended March 30, 2007 was 30.9% compared to
18.6% for the three months ended March 31, 2006. The increase in the effective income tax rate is a result of certain
non-deductible pre-tax operating losses and restructuring charges accrued in
the 2007 period.

Liquidity and Capital
Resources

Working
capital as of March 30, 2007 was $210.7 million, compared to $189.0 million as
of December 30, 2006. This increase of $21.7 million was primarily due to
increases in trade receivables and a reclass of approximately $18.0 million of
tax reserves from current to long-term liabilities in accordance with our
adoption of FASB Interpretation No. 48 which were partially offset by changes
in accounts payable and accrued liabilities. Cash and cash equivalents, which
are included in working capital, were $87.2 million as of December 29, 2006 as
compared to $87.1 million as of March 30, 2007.

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 $13.3 million for the three months ended
March 30, 2007 as compared to uses of $1.1 million in the comparable period of
2006, an increase of $14.4 million. This increase was primarily attributable to
smaller increases in accounts receivable, prepaid expenses, accounts payable
and accrued expenses during the 2007 period than during the comparable period
of 2006.

Capital
expenditures were $4.5 million during the three months ended March 30, 2007 and
$5.7 million in the comparable period of 2006. The decrease of $1.2 million in
the 2007 period compared to 2006 was due primarily to net lower expenditures at
Electronics, primarily the antenna and automotive

20

divisions. We make capital expenditures to expand production capacity
and to improve our operating efficiency. We plan to continue making such
expenditures in the future as and when necessary.

We used
$3.6 million for dividend payments during the three months ended March 30,
2007. On January 26, 2007 we announced a quarterly cash dividend of $0.0875 per
common share, payable on April 20, 2007 to shareholders of record on April 6,
2007. This quarterly dividend will result in a cash payment to shareholders of
approximately $3.6 million in the second 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 March 30, 2007.

As of March
30, 2007, we had $42.6 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 March 30, 2007 was
approximately $155.8 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.

At March
30, 2007, we included $1.2 million of outstanding debt of FRE, our
majority-owned subsidiary, in our consolidated financial statements. FRE has a
total credit limit of approximately $2.4 million in U.S. dollar equivalents as
of March 30, 2007. Neither Technitrol, nor any of its wholly-owned
subsidiaries, has guaranteed or otherwise participated or assumed any
responsibility for the current or future indebtedness of FRE.

21

We had six
standby letters of credit outstanding at March 30, 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 March 30, 2007 of approximately $161.7
million due under precious metal consignment-type leases. This represents an increase
of $25.9 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 expect to reinvest these earnings outside
of the United States because we anticipate that a significant portion of our
opportunities for growth in the coming years will be abroad. We have not
accrued U.S. income and foreign withholding taxes on foreign earnings that have
been indefinitely invested abroad. If these earnings were brought back to the
United States, significant tax liabilities could be incurred in the United
States as several countries in which we operate have tax rates significantly
lower than the U.S. statutory rate. Additionally, we have not accrued U.S.
income and foreign withholding taxes on foreign earnings that have been
indefinitely invested abroad.

All
retained earnings are free from legal or contractual restrictions as of March
30, 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.

Item 3:
Quantitative and Qualitative Disclosures
  about Market RiskThere 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 ProceduresAn
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 March 30, 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 March 30, 2007 that have materially affected, or are reasonably
likely to materially affect, these

22

controls or procedures. However, we completed the acquisition of ERA
Group in January 2006 and we are still in the process of evaluating internal
control over financial reporting at ERA Group.

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.

23

PART II. OTHER INFORMATION

Item 1
Legal Proceedings

NoneItem 1a
Risk FactorsRisk Factors
are on page 25.Item
  2
Unregistered
  Sales of Equity Securities and Use of Proceeds

NoneItem
  3
Defaults
  Upon Senior Securities

NoneItem
  4
Submission
  of Matters to a Vote of Security Holders

NoneItem
  5
Other
  Information

NoneItem
  6
Exhibits(a) ExhibitsThe Exhibit
Index is on page 32.24

Item 1a:
  Risk FactorsFactors 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.

25

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.

26

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 over the last fifteen years, 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.27

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. From time to
time, 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,
          or
      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, or
      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.28

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 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.

29

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.

30

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 two locations. In Sinsheim, Germany, there
is shallow groundwater and soil contamination that is naturally decreasing over
time. The German environmental authorities have not required corrective action
to date. In addition, 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.

31

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 January 1, 2001
  (incorporated by reference to Exhibit C, to our Definitive Proxy on Schedule
  14A dated March 28, 2001).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).32

Exhibit Index, continued10.8
  
  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.)33

Exhibit Index, continued10.17
  
  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 Duduco, 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).34

Exhibit Index, continued10.30
  
  Schedule of Board of Director and Committee
Fees31.1
  
  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
  2002.35

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)May 7, 2007
  
  /s/ Drew A. Moyer(Date)
  
  Drew A. MoyerSenior Vice President and Chief Financial
Officer(duly authorized officer, principal financial
officer)36