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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

Quarterly Report Under Section 13 or 15(d)

of the Securities Exchange Act of 1934

For the Quarter Ended July 1, 2007

Commission File No. 1-10348

Precision
Castparts Corp.

An Oregon Corporation

IRS Employer Identification No. 93-0460598

4650 S.W. Macadam Avenue

Suite 400

Portland, Oregon
97239-4254

Telephone: (503) 417-4800

Former address changed since last report:

4650 S.W. Macadam Avenue

Suite 440

Portland, Oregon
97239-4254

Indicate by checkmark 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 such filing requirements for the past 90
days.    Yes   x    No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x                    Accelerated filer ̈Non-accelerated filer ̈

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

Number of shares of Common Stock, no par value, outstanding as of August 1, 2007: 137,855,284

Note: This 10-Q was filed electronically via EDGAR with the Securities and Exchange Commission.



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PART 1: FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

Precision Castparts Corp. and
Subsidiaries

Condensed Consolidated Statements of Operations

(Unaudited)

(In millions, except per share data)



|                                                 |  |                    |         |   |         |   |         |  
|------------------------------------------------ |  | ------------------ | ------- | - | ------- | - | ------- | -
|                                                 |  | Three Months Ended |        
|                                                 |  | 7/01/07            |         |   | 7/02/06 |  
|Net sales                                        |  | $                  | 1,660.1 |   |         | $ | 1,112.4 |  
|Cost of goods sold                               |  |                    | 1,214.9 |   |         |   | 849.6   |  
|Selling and administrative expenses              |  |                    | 91.6    |   |         |   | 75.1    |  
|Interest expense, net                            |  |                    | 12.6    |   |         |   | 13.2    |  
|                                                 |  |                    |         |   |         |   |         |  
|Income before income taxes and minority interest |  |                    | 341.0   |   |         |   | 174.5   |  
|Income tax expense                               |  |                    | 115.3   |   |         |   | 59.5    |  
|Minority interest                                |  |                    | (0.3    | ) |         |   | (0.5    | )
|                                                 |  |                    |         |   |         |   |         |  
|Net income from continuing operations            |  |                    | 225.4   |   |         |   | 114.5   |  
|Net income from discontinued operations          |  |                    | 1.0     |   |         |   | 0.6     |  
|                                                 |  |                    |         |   |         |   |         |  
|Net income                                       |  | $                  | 226.4   |   |         | $ | 115.1   |  
|                                                 |  |                    |         |   |         |   |         |  
|Net income per common share  basic:             |  |                    |         |   |         |   |         |  
|Net income from continuing operations            |  | $                  | 1.64    |   |         | $ | 0.85    |  
|Net income from discontinued operations          |  |                    | 0.01    |   |         |   |        |  
|                                                 |  |                    |         |   |         |   |         |  
|                                                 |  | $                  | 1.65    |   |         | $ | 0.85    |  
|                                                 |  |                    |         |   |         |   |         |  
|Net income per common share  diluted:           |  |                    |         |   |         |   |         |  
|Net income from continuing operations            |  | $                  | 1.61    |   |         | $ | 0.83    |  
|Net income from discontinued operations          |  |                    | 0.01    |   |         |   | 0.01    |  
|                                                 |  |                    |         |   |         |   |         |  
|                                                 |  | $                  | 1.62    |   |         | $ | 0.84    |  
|                                                 |  |                    |         |   |         |   |         |  
|Weighted average common shares outstanding:      |  |                    |         |   |         |   |         |  
|Basic                                            |  |                    | 137.5   |   |         |   | 135.3   |  
|Diluted                                          |  |                    | 139.6   |   |         |   | 137.2   |  

See Notes to the Condensed Consolidated Financial Statements.



- 1 -



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Precision Castparts Corp. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)

(In millions)



|                                                     |  |         |         |   |         |   |         |  
|---------------------------------------------------- |  | ------- | ------- | - | ------- | - | ------- | -
|                                                     |  | 7/01/07 |         |   | 4/01/07 |  
|ASSETS                                               |  |         |         |   |         |   |         |  
|Current assets:                                      |  |         |         |   |         |   |         |  
|Cash and cash equivalents                            |  | $       | 201.4   |   |         | $ | 150.4   |  
|Receivables, net                                     |  |         | 939.6   |   |         |   | 847.7   |  
|Inventories                                          |  |         | 930.6   |   |         |   | 876.2   |  
|Prepaid expenses                                     |  |         | 26.0    |   |         |   | 22.9    |  
|Deferred income taxes                                |  |         | 127.6   |   |         |   | 109.0   |  
|Discontinued operations                              |  |         | 33.8    |   |         |   | 30.7    |  
|                                                     |  |         |         |   |         |   |         |  
|Total current assets                                 |  |         | 2,259.0 |   |         |   | 2,036.9 |  
|                                                     |  |         |         |   |         |   |         |  
|Property, plant and equipment, at cost               |  |         | 1,846.3 |   |         |   | 1,761.1 |  
|Less - accumulated depreciation                      |  |         | (791.3  | ) |         |   | (759.9  | )
|                                                     |  |         |         |   |         |   |         |  
|Net property, plant and equipment                    |  |         | 1,055.0 |   |         |   | 1,001.2 |  
|                                                     |  |         |         |   |         |   |         |  
|Goodwill                                             |  |         | 2,153.9 |   |         |   | 2,088.8 |  
|Acquired intangible assets, net                      |  |         | 10.1    |   |         |   | 10.8    |  
|Other assets                                         |  |         | 121.0   |   |         |   | 117.1   |  
|Discontinued operations                              |  |         | 4.1     |   |         |   | 3.9     |  
|                                                     |  |         |         |   |         |   |         |  
|                                                     |  | $       | 5,603.1 |   |         | $ | 5,258.7 |  
|                                                     |  |         |         |   |         |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                 |  |         |         |   |         |   |         |  
|Current liabilities:                                 |  |         |         |   |         |   |         |  
|Short-term borrowings                                |  | $       | 0.1     |   |         | $ | 383.1   |  
|Long-term debt currently due                         |  |         | 170.5   |   |         |   | 170.7   |  
|Accounts payable                                     |  |         | 616.8   |   |         |   | 580.5   |  
|Accrued liabilities                                  |  |         | 387.7   |   |         |   | 435.9   |  
|Income taxes payable                                 |  |         | 128.9   |   |         |   | 67.1    |  
|Discontinued operations                              |  |         | 32.5    |   |         |   | 20.9    |  
|                                                     |  |         |         |   |         |   |         |  
|Total current liabilities                            |  |         | 1,336.5 |   |         |   | 1,658.2 |  
|Long-term debt                                       |  |         | 723.1   |   |         |   | 319.2   |  
|Pension and other postretirement benefit obligations |  |         | 268.9   |   |         |   | 320.5   |  
|Other long-term liabilities                          |  |         | 138.5   |   |         |   | 94.5    |  
|Deferred tax liability                               |  |         | 23.3    |   |         |   | 26.7    |  
|Discontinued operations                              |  |         | 3.4     |   |         |   | 3.4     |  
|                                                     |  |         |         |   |         |   |         |  
|Total liabilities                                    |  |         | 2,493.7 |   |         |   | 2,422.5 |  
|                                                     |  |         |         |   |         |   |         |  
|Shareholders equity:                                |  |         |         |   |         |   |         |  
|Common stock                                         |  |         | 137.7   |   |         |   | 137.2   |  
|Paid-in capital                                      |  |         | 910.3   |   |         |   | 878.5   |  
|Retained earnings                                    |  |         | 2,124.9 |   |         |   | 1,903.2 |  
|Accumulated other comprehensive loss                 |  |         | (63.5   | ) |         |   | (82.7   | )
|                                                     |  |         |         |   |         |   |         |  
|Total shareholders equity                           |  |         | 3,109.4 |   |         |   | 2,836.2 |  
|                                                     |  |         |         |   |         |   |         |  
|                                                     |  | $       | 5,603.1 |   |         | $ | 5,258.7 |  
|                                                     |  |         |         |   |         |   |         |  

See Notes to the Condensed Consolidated Financial Statements.



- 2 -



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Precision Castparts Corp. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(In millions)



|                                                                                                     |  |                    |        |   |         |   |        |  
|---------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ------- | - | ------ | -
|                                                                                                     |  | Three Months Ended |       
|                                                                                                     |  | 7/01/07            |        |   | 7/02/06 |  
|Cash flows from operating activities:                                                                |  |                    |        |   |         |   |        |  
|Net income                                                                                           |  | $                  | 226.4  |   |         | $ | 115.1  |  
|Net income from discontinued operations                                                              |  |                    | (1.0   | ) |         |   | (0.6   | )
|Non-cash items included in net income:                                                               |  |                    |        |   |         |   |        |  
|Depreciation and amortization                                                                        |  |                    | 32.1   |   |         |   | 25.7   |  
|Stock-based compensation expense                                                                     |  |                    | 8.4    |   |         |   | 4.9    |  
|Deferred income taxes                                                                                |  |                    | 2.8    |   |         |   | 4.8    |  
|Excess tax benefits on equity instruments issued under share-based payment arrangements              |  |                    | (14.9  | ) |         |   | (2.6   | )
|Changes in assets and liabilities, excluding effects of acquisitions and dispositions of businesses: |  |                    |        |   |         |   |        |  
|Receivables                                                                                          |  |                    | (80.2  | ) |         |   | (28.0  | )
|Inventories                                                                                          |  |                    | (27.8  | ) |         |   | (14.4  | )
|Other current assets                                                                                 |  |                    | (1.9   | ) |         |   |       |  
|Payables, accruals and current taxes                                                                 |  |                    | 49.7   |   |         |   | 33.9   |  
|Retirement benefit obligations                                                                       |  |                    | (50.8  | ) |         |   | 10.5   |  
|Other non-current assets and liabilities                                                             |  |                    | (0.7   | ) |         |   | (2.0   | )
|Net cash provided by operating activities of discontinued operations                                 |  |                    | 2.7    |   |         |   | 1.3    |  
|                                                                                                     |  |                    |        |   |         |   |        |  
|Net cash provided by operating activities                                                            |  |                    | 144.8  |   |         |   | 148.6  |  
|                                                                                                     |  |                    |        |   |         |   |        |  
|Cash flows from investing activities:                                                                |  |                    |        |   |         |   |        |  
|Acquisitions of businesses                                                                           |  |                    | (89.4  | ) |         |   | (542.0 | )
|Capital expenditures                                                                                 |  |                    | (55.0  | ) |         |   | (28.5  | )
|Dispositions of businesses and other                                                                 |  |                    | 0.4    |   |         |   | 11.1   |  
|Net cash used by investing activities of discontinued operations                                     |  |                    | (0.1   | ) |         |   | (0.6   | )
|                                                                                                     |  |                    |        |   |         |   |        |  
|Net cash used by investing activities                                                                |  |                    | (144.1 | ) |         |   | (560.0 | )
|                                                                                                     |  |                    |        |   |         |   |        |  
|Cash flows from financing activities:                                                                |  |                    |        |   |         |   |        |  
|Net change in short-term borrowings                                                                  |  |                    | (0.1   | ) |         |   | 84.6   |  
|Net change in long-term debt                                                                         |  |                    | 20.9   |   |         |   | 361.1  |  
|Common stock issued                                                                                  |  |                    | 10.8   |   |         |   | 2.7    |  
|Excess tax benefits on equity instruments issued under share-based payment arrangements              |  |                    | 14.9   |   |         |   | 2.6    |  
|Cash dividends                                                                                       |  |                    | (4.2   | ) |         |   | (4.1   | )
|Other                                                                                                |  |                    | 0.5    |   |         |   | 0.4    |  
|Net cash provided by financing activities of discontinued operations                                 |  |                    |       |   |         |   | 0.2    |  
|                                                                                                     |  |                    |        |   |         |   |        |  
|Net cash provided by financing activities                                                            |  |                    | 42.8   |   |         |   | 447.5  |  
|                                                                                                     |  |                    |        |   |         |   |        |  
|Effect of exchange rate changes on cash and cash equivalents                                         |  |                    | 7.5    |   |         |   | 1.8    |  
|                                                                                                     |  |                    |        |   |         |   |        |  
|Net increase in cash and cash equivalents                                                            |  |                    | 51.0   |   |         |   | 37.9   |  
|Cash and cash equivalents at beginning of period                                                     |  |                    | 150.4  |   |         |   | 59.9   |  
|                                                                                                     |  |                    |        |   |         |   |        |  
|Cash and cash equivalents at end of period                                                           |  | $                  | 201.4  |   |         | $ | 97.8   |  
|                                                                                                     |  |                    |        |   |         |   |        |  

See Notes to the Condensed Consolidated Financial Statements.



- 3 -



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Notes to the Condensed Consolidated Financial Statements

(Unaudited)

(In millions, except share and per share data)



|(1) | Basis of Presentation
|--- | ---------------------

The condensed consolidated financial
statements have been prepared by Precision Castparts Corp. (PCC or the Company), without audit and subject to year-end adjustment, in accordance with accounting principles generally accepted in the United States of America,
except that certain information and footnote disclosures made in the latest annual report of Form 10-K have been condensed or omitted for the interim statements. Certain costs are estimated for the full year and allocated in interim periods based on
estimates of operating time expired, benefit received, or activity associated with the interim period. The condensed consolidated financial statements reflect all adjustments, which are, in the opinion of management, necessary for a fair
representation of the results for the interim periods. Certain reclassifications have been made to prior year amounts to conform to the current year presentation. The year-end condensed balance sheet data was derived from audited financial
statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America.



|(2) | Stock-based compensation
|--- | ------------------------

During the three months ended
July 1, 2007 and July 2, 2006, the Company recorded stock-based compensation expense under its stock option, employee stock purchase, deferred stock unit and deferred compensation plans. A detailed description of the awards under these
plans and the respective accounting treatment is included in the Notes to the Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended April 1, 2007.

The following table sets forth total stock-based compensation expense and related tax benefit recognized in the Condensed Consolidated Statements of Operations:



|                                                          |  |                    |      |   |         |   |      |  
|--------------------------------------------------------- |  | ------------------ | ---- | - | ------- | - | ---- | -
|                                                          |  | Three Months Ended |     
|                                                          |  | 7/01/07            |      |   | 7/02/06 |  
|Cost of goods sold                                        |  | $                  | 2.4  |   |         | $ | 1.8  |  
|Selling, general and administrative                       |  |                    | 6.0  |   |         |   | 3.1  |  
|                                                          |  |                    |      |   |         |   |      |  
|Stock-based compensation expense before income taxes      |  |                    | 8.4  |   |         |   | 4.9  |  
|Income tax benefit                                        |  |                    | (2.6 | ) |         |   | (1.3 | )
|                                                          |  |                    |      |   |         |   |      |  
|Total stock-based compensation expense after income taxes |  | $                  | 5.8  |   |         | $ | 3.6  |  
|                                                          |  |                    |      |   |         |   |      |  



|(3) | Business acquisitions
|--- | ---------------------

On April 3, 2007, PCC acquired the
assets of McWilliams Forge Company, Inc. (McWilliams), a privately held company headquartered in Rockaway, New Jersey, for $89.4 million in cash. Founded in 1880, McWilliams is a manufacturer of titanium, nickel and steel forgings,
primarily for commercial and military aerospace applications. McWilliams, which employs approximately 120 people at its New Jersey facility, operates both hammer and screw presses for open- and closed-die forging. The McWilliams acquisition is an
asset purchase for tax purposes and operates as part of the Forged Products segment. This transaction resulted in $51.9 million of goodwill and other intangibles. As of July 1, 2007, the purchase price allocation is subject to further
refinement as analyses are completed. The impact of this acquisition was not material to the Companys results of operations; consequently, pro forma information has not been included.



- 4 -



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On February 23, 2007, PCC acquired the LLC membership interests of Cherry Aerospace LLC (Cherry) from
Acument Global Technologies, Inc. (Acument) for $300.4 million in cash. Founded in 1939, Cherry encompasses the aerospace operations of Acument, formerly Textron Fastening Systems, and is a manufacturer of aerospace rivets and blind
bolts. Cherry employs approximately 500 people at its facility in Santa Ana, California. Cherry will fill a gap in our product line of critical aerospace fasteners and will open up potential synergies and economies of scale with our other fastener
operations. The Cherry acquisition is an asset purchase for tax purposes and operates as part of the Fastener Products segment. This transaction resulted in $251.8 million of goodwill and other intangibles. As of July 1, 2007, the purchase
price allocation is subject to further refinement as analyses are completed.

On February 2, 2007, PCC acquired the stock of GSC Foundries, Inc.
(GSC), a manufacturer of aluminum and steel structural investment castings for aerospace, energy, medical, and other end markets for $77.1 million in cash. GSC employs approximately 375 people at its operations in Ogden, Utah, and
Saltillo, Mexico. GSC will enhance our small structural investment casting portfolio with its ability to produce larger components. The GSC acquisition is an asset purchase for tax purposes and operates as part of the Investment Cast Products
segment. This transaction resulted in $54.1 million of goodwill and other intangibles. As of July 1, 2007, the purchase price allocation is subject to further refinement as analyses are completed.

On May 25, 2006, PCC completed the acquisition of Special Metals Corporation (SMC), a manufacturer of high-performance nickel-based alloys and super
alloys. SMC currently provides our forging operations with a limited quantity of nickel-based alloys for manufacturing aerospace components, and it is expected that this internal supply will grow substantially over time. The aggregate purchase price
was $548.1 million, which principally includes $310.6 million for the purchase of shares and $240.1 million for the repayment of SMCs outstanding debt and related termination costs, partially offset by $22.3 million of cash acquired. The
transaction was funded through the Companys credit facilities. The SMC acquisition is a stock purchase for tax purposes and operates as part of the Forged Products segment.

The allocation of SMCs purchase price as of July 1, 2007 is summarized below:



|                                                 |  |         |      
|------------------------------------------------ |  | ------- | -----
|                                                 |  | 5/25/06
|Current assets                                   |  | $       | 627.2
|Property, plant and equipment                    |  |         | 165.9
|Goodwill                                         |  |         | 121.2
|Intangible assets                                |  |         | 5.5  
|Other assets                                     |  |         | 16.6 
|                                                 |  |         |      
|Total assets acquired                            |  |         | 936.4
|                                                 |  |         |      
|Notes payable and current portion long-term debt |  |         | 1.2  
|Accounts payable and other current liabilities   |  |         | 238.7
|Long-term debt                                   |  |         | 1.6  
|Other long-term liabilities                      |  |         | 146.8
|                                                 |  |         |      
|Total liabilities assumed                        |  |         | 388.3
|                                                 |  |         |      
|Net assets acquired                              |  | $       | 548.1
|                                                 |  |         |      

Acquired intangible assets of $5.5 million include patents totaling $5.2 million with an 8-year weighted average
useful life and a license agreement valued at $0.3 million with a 3-year useful life. The $121.2 million of goodwill was assigned to the Forged Products segment and is not deductible for tax purposes.



- 5 -



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The operating results for SMC, GSC and Cherry have been included in the Companys consolidated statement of
operations since the closing date of each acquisition. The following pro forma information presents a summary of the results of operations of the Company assuming the fiscal 2007 acquisitions had occurred at the beginning of the periods presented.
The unaudited pro forma information is not necessarily indicative of the results that would have occurred had the acquisition been completed at the beginning of the periods presented, nor is it necessarily indicative of future results.



|                             |  |                           |        
|---------------------------- |  | ------------------------- | -------
|                             |  | Three Months Ended7/02/06
|Net sales                    |  | $                         | 1,290.4
|Net income                   |  | $                         | 121.2  
|Net income per share-basic   |  | $                         | 0.90   
|Net income per share-diluted |  | $                         | 0.88   



|(4) | Discontinued Operations
|--- | -----------------------

In the second quarter of fiscal 2007, the
Company sold its interest in Wyman-Gordon FRISA to its 50% joint venture partner. PCC received $30.0 million in cash for the sale. In addition, the buyer assumed and subsequently paid off $17.4 million of debt upon closing. At the time of the
closing, the joint venture entity operated a manufacturing facility located in Mexico that was engaged in the manufacture of forged products using the ring rolling process. FRISA has been reclassified from the Forged Products segment to discontinued
operations.

In the first quarter of fiscal 2007, the Company decided to sell the refiner rebuild business of J&L Fiber Services and to close its AFT
Composites business. These businesses have been reclassified from the former Industrial Products segment to discontinued operations. Both transactions were completed by the third quarter of fiscal 2007.

These businesses meet the criteria as a component of an entity under SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets.
Accordingly, any operating results of these businesses are presented in the Companys Condensed Consolidated Statements of Operations as discontinued operations, net of income tax, and all prior periods have been reclassified. In addition,
gains and losses on operations discontinued in prior periods are also included below.

The net income from discontinued operations in the current quarter
consists primarily of operating income from a small foreign business held-for-sale from the acquisition of SMC, partially offset by miscellaneous shutdown expenses at other discontinued operations. The components of discontinued operations for the
periods presented are as follows:



|                                                   |  |                    |      |   |         |   |      |  
|-------------------------------------------------- |  | ------------------ | ---- | - | ------- | - | ---- | -
|                                                   |  | Three Months Ended |     
|                                                   |  | 7/01/07            |      |   | 7/02/06 |  
|Net sales                                          |  | $                  | 14.5 |   |         | $ | 14.9 |  
|Cost of goods sold                                 |  |                    | 11.2 |   |         |   | 11.7 |  
|Selling and administrative expenses                |  |                    | 1.2  |   |         |   | 1.4  |  
|Interest expense                                   |  |                    |     |   |         |   | 0.2  |  
|                                                   |  |                    |      |   |         |   |      |  
|Income from operations before income taxes         |  |                    | 2.1  |   |         |   | 1.6  |  
|Income tax expense (benefit)                       |  |                    | 0.8  |   |         |   | (2.6 | )
|                                                   |  |                    |      |   |         |   |      |  
|Net income from operations                         |  |                    | 1.3  |   |         |   | 4.2  |  
|Loss on disposal, net of $0.1 and $0.2 tax benefit |  |                    | (0.3 | ) |         |   | (3.6 | )
|                                                   |  |                    |      |   |         |   |      |  
|Net income from discontinued operations            |  | $                  | 1.0  |   |         | $ | 0.6  |  
|                                                   |  |                    |      |   |         |   |      |  



- 6 -



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Included in the Condensed Consolidated Balance Sheets are the following major classes of assets and liabilities
associated with the discontinued operations after adjustment for write-downs to fair value less cost to sell:



|                                       |  |         |      |         |   |     
|-------------------------------------- |  | ------- | ---- | ------- | - | ----
|                                       |  | 7/01/07 |      | 4/01/07
|Assets of discontinued operations      |  |         |      |         |   |     
|Current assets                         |  | $       | 33.8 |         | $ | 30.7
|Net property, plant and equipment      |  |         | 4.1  |         |   | 3.9 
|                                       |  |         |      |         |   |     
|                                       |  | $       | 37.9 |         | $ | 34.6
|                                       |  |         |      |         |   |     
|Liabilities of discontinued operations |  |         |      |         |   |     
|Other current liabilities              |  | $       | 32.5 |         | $ | 20.9
|Other liabilities                      |  |         | 3.4  |         |   | 3.4 
|                                       |  |         |      |         |   |     
|                                       |  | $       | 35.9 |         | $ | 24.3
|                                       |  |         |      |         |   |     



|(5) | Income Taxes
|--- | ------------

On April 2, 2007, PCC adopted the provisions of
FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes  an interpretation of FASB Statement No. 109 (FIN 48). FIN 48 establishes a single model to address accounting for uncertainty in
income tax positions. It prescribes a minimum recognition threshold that an income tax position is required to meet before being recognized in the financial statements. To recognize the financial statement benefits of a particular income
tax filing position, it must be determined that it is more likely than not that based on the technical merits of the filing position, the filing position would be sustained upon examination. FIN 48 also provides guidance on derecognition,
measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition of uncertain tax positions.

As a result of
adopting FIN 48, PCC had a decrease in retained earnings of $0.5 million. After considering the impact of FIN 48, the Companys reserve for unrecognized tax benefits on April 1, 2007 was $40.6 million. Of the total amount of reserves
for unrecognized tax benefits, $14.8 million would affect the tax rate if recognized.

The reserve for unrecognized tax benefits as of April 2, 2007
included an accrual for interest and penalties of $6.2 million. The Companys policy is to recognize interest and penalties accrued on uncertain tax positions as part of the provision for income taxes.

As of adoption, the Company reasonably anticipated $14.0 million of the unrecognized tax benefits would be resolved within one year. These primarily relate to settlement
of an audit with the state of Oregon covering fiscal years 1995 through 2005, resolution of certain nexus issues through voluntary disclosure with various states, and settlement of other state audit issues.

The Company and its subsidiaries file income tax returns with the Internal Revenue Service (IRS), as well as various state, local, and foreign jurisdictions.
As of adoption, the IRS has completed examination of tax years through April 3, 2005. For other significant jurisdictions, the statutes are closed for all tax years through March 31, 2002.

During the quarter ended July 1, 2007, the Company had a decrease in the liability for unrecognized tax benefits of $10.2 million related to settlements with
various taxing jurisdictions. As a result, the amount anticipated to be resolved within the next 12 months has been reduced to $4.1 million. These are primarily issues that PCC is in the process of negotiating resolution with various taxing
jurisdictions.



- 7 -



---

|(6) | Inventories
|--- | -----------

Inventories consisted of the following:



|                           |  |         |         |   |         |   |       |  
|-------------------------- |  | ------- | ------- | - | ------- | - | ----- | -
|                           |  | 7/01/07 |         |   | 4/01/07 |  
|Finished goods             |  | $       | 198.2   |   |         | $ | 178.2 |  
|Work-in-process            |  |         | 553.7   |   |         |   | 509.9 |  
|Raw materials and supplies |  |         | 297.8   |   |         |   | 253.0 |  
|                           |  |         |         |   |         |   |       |  
|                           |  |         | 1,049.7 |   |         |   | 941.1 |  
|LIFO provision             |  |         | (119.1  | ) |         |   | (64.9 | )
|                           |  |         |         |   |         |   |       |  
|Total inventory            |  | $       | 930.6   |   |         | $ | 876.2 |  
|                           |  |         |         |   |         |   |       |  



|(7) | Goodwill and Acquired Intangibles
|--- | ---------------------------------

The Company performs its annual
goodwill assessment test during the second quarter of each fiscal year.

There were no triggering events during the first quarter of fiscal 2008 requiring
a goodwill impairment test in accordance with SFAS No. 142.

The changes in the carrying amount of goodwill by reportable segment for the three months
ended July 1, 2007, were as follows:



|                         |  |                   |         |          |   |                              |  |                   |      |  |   |        
|------------------------ |  | ----------------- | ------- | -------- | - | ---------------------------- |  | ----------------- | ---- |  | - | -------
|                         |  | Balance at4/01/07 |         | Acquired |   | CurrencyTranslationand Other |  | Balance at7/01/07
|Investment Cast Products |  | $                 | 354.6   |          | $ |                             |  | $                 | 0.5  |  | $ | 355.1  
|Forged Products          |  |                   | 635.9   |          |   | 51.9                         |  |                   | 12.3 |  |   | 700.1  
|Fastener Products        |  |                   | 1,098.3 |          |   |                             |  |                   | 0.4  |  |   | 1,098.7
|                         |  |                   |         |          |   |                              |  |                   |      |  |   |        
|Total                    |  | $                 | 2,088.8 |          | $ | 51.9                         |  | $                 | 13.2 |  | $ | 2,153.9
|                         |  |                   |         |          |   |                              |  |                   |      |  |   |        

The gross carrying amount and accumulated amortization of the Companys acquired intangible assets were as
follows:



|                              |  |                     |      |                         |   |                     |  |                         |      |  |   |    
|----------------------------- |  | ------------------- | ---- | ----------------------- | - | ------------------- |  | ----------------------- | ---- |  | - | ---
|                              |  | 7/01/07             |      | 4/01/07                
|                              |  | GrossCarryingAmount |      | AccumulatedAmortization |   | GrossCarryingAmount |  | AccumulatedAmortization
|Patents                       |  | $                   | 9.0  |                         | $ | 2.5                 |  | $                       | 9.0  |  | $ | 2.2
|Proprietary technology        |  |                     | 2.3  |                         |   | 0.6                 |  |                         | 2.3  |  |   | 0.5
|Tradenames                    |  |                     | 1.2  |                         |   | 0.3                 |  |                         | 1.2  |  |   | 0.3
|Long-term customer agreements |  |                     | 0.2  |                         |   | 0.2                 |  |                         | 0.2  |  |   | 0.2
|Backlog                       |  |                     | 1.5  |                         |   | 0.5                 |  |                         | 1.5  |  |   | 0.2
|                              |  |                     |      |                         |   |                     |  |                         |      |  |   |    
|                              |  | $                   | 14.2 |                         | $ | 4.1                 |  | $                       | 14.2 |  | $ | 3.4
|                              |  |                     |      |                         |   |                     |  |                         |      |  |   |    



- 8 -



---

Amortization expense for acquired intangible assets for the three months ended July 1, 2007 and July 2, 2006
was $0.7 million and $0.2 million, respectively. Amortization expense related to finite-lived intangible assets is projected to total $2.8 million for fiscal 2008. Projected amortization expense for the succeeding five fiscal years is as follows:



|            |  |                              |    
|----------- |  | ---------------------------- | ---
|Fiscal Year |  | EstimatedAmortizationExpense
|2009        |  | $                            | 1.3
|2010        |  |                              | 1.2
|2011        |  |                              | 0.9
|2012        |  |                              | 0.8
|2013        |  |                              | 0.8



|(8) | Guarantees
|--- | ----------

In the ordinary course of business, the Company
generally warrants that its products will conform to its customers specifications over various time periods. The warranty accrual as of July 1, 2007 and April 1, 2007 is immaterial to the financial position of the Company, and the
change in the accrual for the current quarter is immaterial to the Companys results of operations and cash flows.

In conjunction with certain
transactions, primarily divestitures, the Company may provide routine indemnifications (e.g., retention of previously existing environmental and tax liabilities) with terms that range in duration and often are not explicitly defined. Where
appropriate, an obligation for such indemnifications is recorded as a liability. Because the obligated amounts of these types of indemnifications often are not explicitly stated, the overall maximum amount of the obligation under such
indemnifications cannot be reasonably estimated. Other than obligations recorded as liabilities at the time of divestiture, the Company has not historically made significant payments for these indemnifications.



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

The weighted average number of shares
outstanding used to compute earnings per share were as follows (in millions):



|                                             |  |                    |  |        
|-------------------------------------------- |  | ------------------ |  | -------
|                                             |  | Three Months Ended
|                                             |  | 7/01/07            |  | 7/02/06
|Basic weighted average shares outstanding    |  | 137.5              |  | 135.3  
|Dilutive stock options                       |  | 2.1                |  | 1.9    
|                                             |  |                    |  |        
|Average shares outstanding assuming dilution |  | 139.6              |  | 137.2  
|                                             |  |                    |  |        

Basic earnings per share are calculated based on the weighted average number of shares outstanding. Diluted
earnings per share are computed based on that same number of shares plus additional dilutive shares representing stock distributable under stock option and employee stock purchase plans computed using the treasury stock method.

For the three months ending July 1, 2007 and July 2, 2006, stock options to purchase 0.1 million and 1.1 million shares of common stock were excluded
from the computation of diluted earnings per share, respectively, because to do so would have been antidilutive. These options could be dilutive in the future.



- 9 -



---

|(10) | Comprehensive Income
|---- | --------------------

Total comprehensive income consisted of the
following:



|                                                                                                                          |  |                    |        |   |         |   |        |  
|------------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------ | - | ------- | - | ------ | -
|                                                                                                                          |  | Three Months Ended |       
|                                                                                                                          |  | 7/01/07            |        |   | 7/02/06 |  
|Net income                                                                                                                |  | $                  | 226.4  |   |         | $ | 115.1  |  
|Other comprehensive income (loss), net of tax:                                                                            |  |                    |        |   |         |   |        |  
|Unrealized translation adjustments                                                                                        |  |                    | 18.7   |   |         |   | 11.6   |  
|Unrealized gain on derivatives:                                                                                           |  |                    |        |   |         |   |        |  
|Periodic revaluations (net of income tax of $0.3 and $0.1, respectively)                                                  |  |                    | 0.4    |   |         |   | 0.3    |  
|Reclassification to net income of previously deferred gains and losses (net of income tax of $0.1 and $0.1, respectively) |  |                    | 0.1    |   |         |   | 0.1    |  
|                                                                                                                          |  |                    |        |   |         |   |        |  
|Other comprehensive income                                                                                                |  |                    | 19.2   |   |         |   | 12.0   |  
|                                                                                                                          |  |                    |        |   |         |   |        |  
|Total comprehensive income                                                                                                |  | $                  | 245.6  |   |         | $ | 127.1  |  
|                                                                                                                          |  |                    |        |   |         |   |        |  
|                                                                                                                          |  |                   
|Accumulated other comprehensive loss consisted of the following:                                                          |  |                    |        |   |         |   |        |  
|                                                                                                                          |  |                   
|                                                                                                                          |  | 7/01/07            |        |   | 4/01/07 |  
|Cumulative unrealized foreign currency translation gains                                                                  |  | $                  | 125.7  |   |         | $ | 107.0  |  
|Pension and postretirement obligations                                                                                    |  |                    | (190.1 | ) |         |   | (190.1 | )
|Unrealized gain on derivatives                                                                                            |  |                    | 0.9    |   |         |   | 0.4    |  
|                                                                                                                          |  |                    |        |   |         |   |        |  
|Accumulated comprehensive loss                                                                                            |  | $                  | (63.5  | ) |         | $ | (82.7  | )
|                                                                                                                          |  |                    |        |   |         |   |        |  



|(11) | Pensions and Other Postretirement Benefit Plans
|---- | -----------------------------------------------

The Company and
its subsidiaries sponsor many domestic and foreign defined benefit pension plans. In addition, the Company offers postretirement medical benefits for certain eligible employees. These plans are more fully described in the Notes to the
Consolidated Financial Statements included in the Companys Annual Report on Form 10-K for the year ended April 1, 2007.

The net periodic
benefit cost for the Companys pension plans consisted of the following components:



|                                   |  |                  |       |   |                               |   |       |         |  |   |         |   |  |   |      |  
|---------------------------------- |  | ---------------- | ----- | - | ----------------------------- | - | ----- | ------- |  | - | ------- | - |  | - | ---- | -
|                                   |  | Pension Benefits |       |   | Other Postretirement Benefits |  
|                                   |  | 7/01/07          |       |   | 7/02/06                       |   |       | 7/01/07 |  |   | 7/02/06 |  
|Service cost                       |  | $                | 9.6   |   |                               | $ | 8.7   |         |  | $ | 0.4     |   |  | $ | 0.2  |  
|Interest cost                      |  |                  | 20.9  |   |                               |   | 17.2  |         |  |   | 1.9     |   |  |   | 1.4  |  
|Expected return on plan assets     |  |                  | (26.6 | ) |                               |   | (20.9 | )       |  |   |        |   |  |   |     |  
|Recognized net actuarial loss      |  |                  | 3.2   |   |                               |   | 4.3   |         |  |   |        |   |  |   | 0.3  |  
|Amortization of prior service cost |  |                  | 0.8   |   |                               |   | 0.6   |         |  |   | (0.1    | ) |  |   | (0.1 | )
|                                   |  |                  |       |   |                               |   |       |         |  |   |         |   |  |   |      |  
|Net periodic benefit cost          |  | $                | 7.9   |   |                               | $ | 9.9   |         |  | $ | 2.2     |   |  | $ | 1.8  |  
|                                   |  |                  |       |   |                               |   |       |         |  |   |         |   |  |   |      |  

The Company made contributions of $62.5 million, of which $58.0 million were voluntary, to the defined benefit
pension plans during the first quarter of fiscal year 2008. Projected contributions are expected to total approximately $75.0 million for fiscal year 2008, of which $58.0 million will be voluntary.



- 10 -



---

|(12) | Financing Arrangements
|---- | ----------------------

In May 2007, the Company amended its $1.0
billion bank revolving credit facility. The amendment, among other things, reduced the facility fee and borrowing spread under the Credit Agreement, extended the maturity date of the Credit Agreement to May 2012, with an option, exercisable by the
Company, to request up to two one-year extensions in the maturity date, subject to the approval of each lender, and permits the Company to request increases in the aggregate principal amount available under the Credit Agreement to a maximum of $1.5
billion, subject to the agreement of each lender to increase their respective commitment. There were no amounts outstanding under this facility at July 1, 2007 or April 1, 2007.

Also available to the Company is a Commercial Paper (CP) program in which the Company may issue CP in an amount not to exceed the amount
available to be drawn under its Amended and Restated Credit Agreement. Outstanding balances under the CP program totaled $397.9 million and $382.9 million as of July 1, 2007 and April 1, 2007, respectively. The CP balance is classified as long-term
debt as of July 1, 2007 as the Company has the intent and ability to refinance the obligation on a long-term basis through its existing Credit Agreement.



|(13) | Commitments and contingencies
|---- | -----------------------------

Various lawsuits arising during the
normal course of business are pending against PCC. In the opinion of management, the outcome of these lawsuits, either individually or in the aggregate, will not have a material effect on PCCs consolidated financial position, results of
operations, cash flows or business.



|(14) | New Accounting Pronouncements
|---- | -----------------------------

In September 2006, the FASB issued
SFAS No. 157, Fair Value Measurements (SFAS No. 157). SFAS No. 157 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and also
expands disclosures about fair value measurements. SFAS No. 157 is effective for the Companys fiscal 2009. The Company is currently evaluating the impact of the adoption of SFAS No. 157 on its consolidated financial position, results
of operations and cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and Financial
Liabilities. SFAS No. 159 permits entities to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings.
SFAS No. 159 is effective for the Companys fiscal 2009. The Company is currently evaluating the impact of the adoption of SFAS No. 159 on its consolidated financial position, results of operations and cash flows.



- 11 -



---

|(15) | Segment Information
|---- | -------------------

Information regarding segments is presented in
accordance with SFAS 131, Disclosure about Segments of an Enterprise and Related Information. Based on the criteria outlined in SFAS 131, the Companys operations are classified into three reportable business segments: Investment
Cast Products, Forged Products and Fastener Products. Effective in the fourth quarter of fiscal 2007, the former Industrial Products segment was integrated into the Fastener Products segment, and all prior periods have been reclassified to reflect
the change in reportable segments.



|                                                              |  |                    |         |   |         |   |         |  
|------------------------------------------------------------- |  | ------------------ | ------- | - | ------- | - | ------- | -
|                                                              |  | Three Months Ended |        
|                                                              |  | 7/01/07            |         |   | 7/02/06 |  
|Net sales:                                                    |  |                    |         |   |         |   |         |  
|Investment Cast Products                                      |  | $                  | 530.3   |   |         | $ | 428.1   |  
|Forged Products                                               |  |                    | 755.3   |   |         |   | 385.2   |  
|Fastener Products                                             |  |                    | 374.5   |   |         |   | 299.1   |  
|                                                              |  |                    |         |   |         |   |         |  
|Consolidated net sales                                        |  | $                  | 1,660.1 |   |         | $ | 1,112.4 |  
|                                                              |  |                    |         |   |         |   |         |  
|Segment operating income (loss):                              |  |                    |         |   |         |   |         |  
|Investment Cast Products                                      |  | $                  | 122.4   |   |         | $ | 91.9    |  
|Forged Products                                               |  |                    | 167.5   |   |         |   | 53.9    |  
|Fastener Products                                             |  |                    | 87.5    |   |         |   | 58.7    |  
|Corporate expenses                                            |  |                    | (23.8   | ) |         |   | (16.8   | )
|                                                              |  |                    |         |   |         |   |         |  
|Total segment operating income                                |  |                    | 353.6   |   |         |   | 187.7   |  
|Interest expense, net                                         |  |                    | 12.6    |   |         |   | 13.2    |  
|                                                              |  |                    |         |   |         |   |         |  
|Consolidated income before income taxes and minority interest |  | $                  | 341.0   |   |         | $ | 174.5   |  
|                                                              |  |                    |         |   |         |   |         |  



|(16) | Subsequent Event
|---- | ----------------

On July 5, 2007, PCC acquired the stock of
Caledonian Alloys Group Limited (Caledonian) for approximately $212 million in cash, of which $167 million was paid at close, and two additional contingent payments of approximately $22.5 million each will be paid over the next two
years. Caledonian is the market leader in providing nickel superalloy and titanium revert management solutions for the aerospace and industrial gas turbine industries. Revert includes metal chips, casting gates, bar ends, forging flash, and other
byproducts from casting, forging, and fastener manufacturing processes that can be re-melted and reused. Headquartered in Livingston, Scotland, Caledonian employs approximately 300 people and operates nine revert processing facilities in six
countries. Caledonians results will be reported as part of the Forged Products segment. PCC financed the acquisition with cash on hand and its existing credit facilities.



- 12 -



---

|(17) | Condensed Consolidating Financial Statements
|---- | --------------------------------------------

Certain of the
Companys subsidiaries guarantee the Companys registered securities consisting of $200 million 5.6% Senior Notes due 2013 and $150 million 6.75% Senior Notes due fiscal 2008, as well as the Companys private notes, bank credit
facilities and CP. The following condensed consolidating financial statements present, in separate columns, financial information for (i) Precision Castparts Corp. (on a parent only basis) with its investment in its subsidiaries recorded under
the equity method, (ii) guarantor subsidiaries that guarantee the Companys public and private notes, bank credit facilities and CP on a combined basis, with any investments in non-guarantor subsidiaries recorded under the equity method,
(iii) direct and indirect non-guarantor subsidiaries on a combined basis, (iv) the eliminations necessary to arrive at the information for the Company and its subsidiaries on a consolidated basis, and (v) the Company on a consolidated
basis, in each case for balance sheets as of July 1, 2007 and April 1, 2007, and income statements and cash flows for the three months ended July 1, 2007 and July 2, 2006. The public and private notes, bank facility and CP are
fully and unconditionally guaranteed on a joint and several basis by each guarantor subsidiary. The guarantor subsidiaries include the Companys domestic subsidiaries within the Investment Cast Products, Forged Products and Fastener Products
segments that are 100% owned, directly or indirectly, by the Company within the meaning of Rule 3-10(h)(1) of Regulation S-X. There are no contractual restrictions limiting transfers of cash from guarantor and non-guarantor subsidiaries to
the Company. The condensed consolidating financial statements are presented herein, rather than separate financial statements for each of the guarantor subsidiaries, because guarantors are wholly-owned and the guarantees are full and unconditional,
joint and several.



- 13 -



---

Condensed Consolidating Statements of Income

Three Months Ended July 1, 2007

(Unaudited)



|                                                      |  |                         |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|----------------------------------------------------- |  | ----------------------- | ------ | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                      |  | PrecisionCastpartsCorp. |        |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Net sales                                             |  | $                       |       |   |                       | $ | 1,338.9 |                           |  | $ | 381.2        |   |  | $     | (60.0  | ) |  | $ | 1,660.1 |  
|Cost of goods sold                                    |  |                         | 4.0    |   |                       |   | 975.0   |                           |  |   | 295.9        |   |  |       | (60.0  | ) |  |   | 1,214.9 |  
|Selling and administrative expenses                   |  |                         | 21.4   |   |                       |   | 52.8    |                           |  |   | 17.4         |   |  |       |       |   |  |   | 91.6    |  
|Other (income) expense                                |  |                         | (0.4   | ) |                       |   |        |                           |  |   | 0.4          |   |  |       |       |   |  |   |        |  
|Interest (income) expense, net                        |  |                         | (7.1   | ) |                       |   | 28.7    |                           |  |   | (9.0         | ) |  |       |       |   |  |   | 12.6    |  
|Equity in earnings of subsidiaries                    |  |                         | (237.3 | ) |                       |   | (10.1   | )                         |  |   |             |   |  |       | 247.4  |   |  |   |        |  
|                                                      |  |                         |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) before income tax and minority interest |  |                         | 219.4  |   |                       |   | 292.5   |                           |  |   | 76.5         |   |  |       | (247.4 | ) |  |   | 341.0   |  
|Income tax (benefit) expense                          |  |                         | (7.0   | ) |                       |   | 101.5   |                           |  |   | 20.8         |   |  |       |       |   |  |   | 115.3   |  
|Minority interest                                     |  |                         |       |   |                       |   | 1.2     |                           |  |   | (1.5         | ) |  |       |       |   |  |   | (0.3    | )
|                                                      |  |                         |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss) from continuing operations          |  |                         | 226.4  |   |                       |   | 192.2   |                           |  |   | 54.2         |   |  |       | (247.4 | ) |  |   | 225.4   |  
|Net income from discontinued operations               |  |                         |       |   |                       |   |        |                           |  |   | 1.0          |   |  |       |       |   |  |   | 1.0     |  
|                                                      |  |                         |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss)                                     |  | $                       | 226.4  |   |                       | $ | 192.2   |                           |  | $ | 55.2         |   |  | $     | (247.4 | ) |  | $ | 226.4   |  
|                                                      |  |                         |        |   |                       |   |         |                           |  |   |              |   |  |       |        |   |  |   |         |  



- 14 -



---

Condensed Consolidating Statements of Income

Three Months Ended July 2, 2006

(Unaudited)



|                                                      |  |                         |       |   |                       |   |       |                           |  |   |              |   |  |       |        |   |  |   |         |  
|----------------------------------------------------- |  | ----------------------- | ----- | - | --------------------- | - | ----- | ------------------------- |  | - | ------------ | - |  | ----- | ------ | - |  | - | ------- | -
|                                                      |  | PrecisionCastpartsCorp. |       |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |       
|Net sales                                             |  | $                       |      |   |                       | $ | 893.1 |                           |  | $ | 244.5        |   |  | $     | (25.2  | ) |  | $ | 1,112.4 |  
|Cost of goods sold                                    |  |                         | 1.8   |   |                       |   | 679.2 |                           |  |   | 193.8        |   |  |       | (25.2  | ) |  |   | 849.6   |  
|Selling and administrative expenses                   |  |                         | 14.8  |   |                       |   | 45.9  |                           |  |   | 14.4         |   |  |       |       |   |  |   | 75.1    |  
|Other (income) expense                                |  |                         | (0.7  | ) |                       |   |      |                           |  |   | 0.7          |   |  |       |       |   |  |   |        |  
|Interest (income) expense, net                        |  |                         | (3.6  | ) |                       |   | 20.2  |                           |  |   | (3.4         | ) |  |       |       |   |  |   | 13.2    |  
|Equity in earnings of subsidiaries                    |  |                         | (98.4 | ) |                       |   | (6.2  | )                         |  |   |             |   |  |       | 104.6  |   |  |   |        |  
|                                                      |  |                         |       |   |                       |   |       |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Income (loss) before income tax and minority interest |  |                         | 86.1  |   |                       |   | 154.0 |                           |  |   | 39.0         |   |  |       | (104.6 | ) |  |   | 174.5   |  
|Income tax (benefit) expense                          |  |                         | (29.0 | ) |                       |   | 76.8  |                           |  |   | 11.7         |   |  |       |       |   |  |   | 59.5    |  
|Minority interest                                     |  |                         |      |   |                       |   |      |                           |  |   | (0.5         | ) |  |       |       |   |  |   | (0.5    | )
|                                                      |  |                         |       |   |                       |   |       |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss) from continuing operations          |  |                         | 115.1 |   |                       |   | 77.2  |                           |  |   | 26.8         |   |  |       | (104.6 | ) |  |   | 114.5   |  
|Net (loss) income from discontinued operations        |  |                         |      |   |                       |   | (3.6  | )                         |  |   | 4.2          |   |  |       |       |   |  |   | 0.6     |  
|                                                      |  |                         |       |   |                       |   |       |                           |  |   |              |   |  |       |        |   |  |   |         |  
|Net income (loss)                                     |  | $                       | 115.1 |   |                       | $ | 73.6  |                           |  | $ | 31.0         |   |  | $     | (104.6 | ) |  | $ | 115.1   |  
|                                                      |  |                         |       |   |                       |   |       |                           |  |   |              |   |  |       |        |   |  |   |         |  



- 15 -



---

Condensed Consolidating Balance Sheets

July 1, 2007

(Unaudited)



|                                                     |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|---------------------------------------------------- |  | ----------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ----- | -------- | - |  | - | ------- | -
|                                                     |  | PrecisionCastpartsCorp. |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  |   | Eliminations |   |  | Total |         
|ASSETS                                               |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Current assets:                                      |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Cash and cash equivalents                            |  | $                       | 27.7    |   |                       | $ | 6.4     |                           |  | $ | 167.3        |   |  | $     |         |   |  | $ | 201.4   |  
|Receivables, net                                     |  |                         | 34.6    |   |                       |   | 796.0   |                           |  |   | 656.2        |   |  |       | (547.2   | ) |  |   | 939.6   |  
|Inventories                                          |  |                         |        |   |                       |   | 711.8   |                           |  |   | 218.8        |   |  |       |         |   |  |   | 930.6   |  
|Prepaid expenses                                     |  |                         | 0.5     |   |                       |   | 13.1    |                           |  |   | 12.4         |   |  |       |         |   |  |   | 26.0    |  
|Deferred income taxes                                |  |                         | 21.5    |   |                       |   | 79.8    |                           |  |   | 26.3         |   |  |       |         |   |  |   | 127.6   |  
|Discontinued operations                              |  |                         |        |   |                       |   | 10.8    |                           |  |   | 73.5         |   |  |       | (50.5    | ) |  |   | 33.8    |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total current assets                                 |  |                         | 84.3    |   |                       |   | 1,617.9 |                           |  |   | 1,154.5      |   |  |       | (597.7   | ) |  |   | 2,259.0 |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Property, plant and equipment, net                   |  |                         | 41.8    |   |                       |   | 734.9   |                           |  |   | 278.3        |   |  |       |         |   |  |   | 1,055.0 |  
|Goodwill, net                                        |  |                         |        |   |                       |   | 1,712.4 |                           |  |   | 441.5        |   |  |       |         |   |  |   | 2,153.9 |  
|Deferred income taxes                                |  |                         | 52.2    |   |                       |   |        |                           |  |   | 11.1         |   |  |       | (63.3    | ) |  |   |        |  
|Investments in subsidiaries                          |  |                         | 4,492.1 |   |                       |   | 384.7   |                           |  |   |             |   |  |       | (4,876.8 | ) |  |   |        |  
|Investments in affiliates                            |  |                         | 0.2     |   |                       |   | 12.3    |                           |  |   | (12.5        | ) |  |       |         |   |  |   |        |  
|Other assets                                         |  |                         | 94.0    |   |                       |   | 15.9    |                           |  |   | 21.2         |   |  |       |         |   |  |   | 131.1   |  
|Discontinued operations                              |  |                         |        |   |                       |   |        |                           |  |   | 4.1          |   |  |       |         |   |  |   | 4.1     |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|                                                     |  | $                       | 4,764.6 |   |                       | $ | 4,478.1 |                           |  | $ | 1,898.2      |   |  | $     | (5,537.8 | ) |  | $ | 5,603.1 |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                 |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Current liabilities:                                 |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Short-term borrowings                                |  | $                       |        |   |                       | $ |        |                           |  | $ | 0.1          |   |  | $     |         |   |  | $ | 0.1     |  
|Long-term debt currently due                         |  |                         | 169.2   |   |                       |   | 1.1     |                           |  |   | 0.2          |   |  |       |         |   |  |   | 170.5   |  
|Accounts payable                                     |  |                         | 506.9   |   |                       |   | 439.0   |                           |  |   | 268.6        |   |  |       | (597.7   | ) |  |   | 616.8   |  
|Accrued liabilities                                  |  |                         | 13.9    |   |                       |   | 289.4   |                           |  |   | 85.5         |   |  |       | (1.1     | ) |  |   | 387.7   |  
|Income taxes payable                                 |  |                         | 106.4   |   |                       |   |        |                           |  |   | 22.5         |   |  |       |         |   |  |   | 128.9   |  
|Deferred income taxes                                |  |                         |        |   |                       |   |        |                           |  |   |             |   |  |       |         |   |  |   |        |  
|Discontinued operations                              |  |                         |        |   |                       |   | 1.9     |                           |  |   | 30.6         |   |  |       |         |   |  |   | 32.5    |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total current liabilities                            |  |                         | 796.4   |   |                       |   | 731.4   |                           |  |   | 407.5        |   |  |       | (598.8   | ) |  |   | 1,336.5 |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Long-term debt                                       |  |                         | 714.3   |   |                       |   | 8.7     |                           |  |   | 0.1          |   |  |       |         |   |  |   | 723.1   |  
|Pension and other postretirement benefit obligations |  |                         | 117.4   |   |                       |   | 139.1   |                           |  |   | 12.4         |   |  |       |         |   |  |   | 268.9   |  
|Deferred tax liability                               |  |                         |        |   |                       |   | 87.8    |                           |  |   | (1.2         | ) |  |       | (63.3    | ) |  |   | 23.3    |  
|Other long-term liabilities                          |  |                         | 27.1    |   |                       |   | 99.5    |                           |  |   | 11.9         |   |  |       |         |   |  |   | 138.5   |  
|Discontinued operations                              |  |                         |        |   |                       |   |        |                           |  |   | 3.4          |   |  |       |         |   |  |   | 3.4     |  
|Shareholders equity:                                |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Common stock and paid-in capital                     |  |                         | 1,048.0 |   |                       |   | 2,351.5 |                           |  |   | 1,145.2      |   |  |       | (3,496.7 | ) |  |   | 1,048.0 |  
|Retained earnings                                    |  |                         | 2,124.9 |   |                       |   | 1,126.2 |                           |  |   | 270.7        |   |  |       | (1,396.9 | ) |  |   | 2,124.9 |  
|Accumulated other comprehensive loss                 |  |                         | (63.5   | ) |                       |   | (66.1   | )                         |  |   | 48.2         |   |  |       | 17.9     |   |  |   | (63.5   | )
|                                                     |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|Total shareholders equity                           |  |                         | 3,109.4 |   |                       |   | 3,411.6 |                           |  |   | 1,464.1      |   |  |       | (4,875.7 | ) |  |   | 3,109.4 |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  
|                                                     |  | $                       | 4,764.6 |   |                       | $ | 4,478.1 |                           |  | $ | 1,898.2      |   |  | $     | (5,537.8 | ) |  | $ | 5,603.1 |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |   |              |   |  |       |          |   |  |   |         |  



- 16 -



---

Condensed Consolidating Balance Sheets

April 1, 2007

(Unaudited)



|                                                     |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|---------------------------------------------------- |  | ----------------------- | ------- | - | --------------------- | - | ------- | ------------------------- |  | ------------ | ------- |  | ----- | -------- | - |  | - | ------- | -
|                                                     |  | PrecisionCastpartsCorp. |         |   | GuarantorSubsidiaries |   |         | Non-GuarantorSubsidiaries |  | Eliminations |         |  | Total |         
|ASSETS                                               |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|Current assets:                                      |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|Cash and cash equivalents                            |  | $                       | 18.1    |   |                       | $ | 7.6     |                           |  | $            | 124.7   |  | $     |         |   |  | $ | 150.4   |  
|Receivables, net                                     |  |                         | 35.5    |   |                       |   | 686.0   |                           |  |              | 576.6   |  |       | (450.4   | ) |  |   | 847.7   |  
|Inventories                                          |  |                         |        |   |                       |   | 665.7   |                           |  |              | 210.5   |  |       |         |   |  |   | 876.2   |  
|Prepaid expenses                                     |  |                         | 4.7     |   |                       |   | 6.9     |                           |  |              | 11.3    |  |       |         |   |  |   | 22.9    |  
|Deferred income taxes                                |  |                         | 7.0     |   |                       |   | 75.8    |                           |  |              | 26.2    |  |       |         |   |  |   | 109.0   |  
|Discontinued operations                              |  |                         |        |   |                       |   | 10.8    |                           |  |              | 71.1    |  |       | (51.2    | ) |  |   | 30.7    |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|Total current assets                                 |  |                         | 65.3    |   |                       |   | 1,452.8 |                           |  |              | 1,020.4 |  |       | (501.6   | ) |  |   | 2,036.9 |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|Property, plant and equipment, net                   |  |                         | 32.5    |   |                       |   | 695.6   |                           |  |              | 273.1   |  |       |         |   |  |   | 1,001.2 |  
|Goodwill, net                                        |  |                         |        |   |                       |   | 1,651.7 |                           |  |              | 437.1   |  |       |         |   |  |   | 2,088.8 |  
|Deferred income taxes                                |  |                         | 47.7    |   |                       |   |        |                           |  |              | 10.8    |  |       | (58.5    | ) |  |   |        |  
|Investments in subsidiaries                          |  |                         | 4,144.6 |   |                       |   | 320.5   |                           |  |              |        |  |       | (4,465.1 | ) |  |   |        |  
|Other assets                                         |  |                         | 7.4     |   |                       |   | 16.1    |                           |  |              | 92.8    |  |       | 11.6     |   |  |   | 127.9   |  
|Discontinued operations                              |  |                         |        |   |                       |   | 0.3     |                           |  |              | 3.6     |  |       |         |   |  |   | 3.9     |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|                                                     |  | $                       | 4,297.5 |   |                       | $ | 4,137.0 |                           |  | $            | 1,837.8 |  | $     | (5,013.6 | ) |  | $ | 5,258.7 |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|LIABILITIES AND SHAREHOLDERS EQUITY                 |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|Current liabilities:                                 |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|Short-term borrowings                                |  | $                       | 382.9   |   |                       | $ |        |                           |  | $            | 0.2     |  | $     |         |   |  | $ | 383.1   |  
|Long-term debt currently due                         |  |                         | 169.4   |   |                       |   | 1.1     |                           |  |              | 0.2     |  |       |         |   |  |   | 170.7   |  
|Accounts payable                                     |  |                         | 374.9   |   |                       |   | 414.0   |                           |  |              | 293.2   |  |       | (501.6   | ) |  |   | 580.5   |  
|Accrued liabilities                                  |  |                         | 33.6    |   |                       |   | 318.0   |                           |  |              | 85.4    |  |       | (1.1     | ) |  |   | 435.9   |  
|Income taxes payable                                 |  |                         | 47.5    |   |                       |   |        |                           |  |              | 19.6    |  |       |         |   |  |   | 67.1    |  
|Deferred income taxes                                |  |                         |        |   |                       |   |        |                           |  |              |        |  |       |         |   |  |   |        |  
|Discontinued operations                              |  |                         |        |   |                       |   |        |                           |  |              | 20.9    |  |       |         |   |  |   | 20.9    |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|Total current liabilities                            |  |                         | 1,008.3 |   |                       |   | 733.1   |                           |  |              | 419.5   |  |       | (502.7   | ) |  |   | 1,658.2 |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|Long-term debt                                       |  |                         | 310.1   |   |                       |   | 9.0     |                           |  |              | 0.1     |  |       |         |   |  |   | 319.2   |  
|Pension and other postretirement benefit obligations |  |                         | 142.9   |   |                       |   | 164.2   |                           |  |              | 13.4    |  |       |         |   |  |   | 320.5   |  
|Deferred tax liability                               |  |                         |        |   |                       |   | 85.2    |                           |  |              |        |  |       | (58.5    | ) |  |   | 26.7    |  
|Other long-term liabilities                          |  |                         |        |   |                       |   | 83.4    |                           |  |              | 11.1    |  |       |         |   |  |   | 94.5    |  
|Discontinued operations                              |  |                         |        |   |                       |   |        |                           |  |              | 3.4     |  |       |         |   |  |   | 3.4     |  
|Shareholders equity:                                |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|Common stock and paid-in capital                     |  |                         | 1,015.7 |   |                       |   | 2,194.3 |                           |  |              | 1,145.2 |  |       | (3,339.5 | ) |  |   | 1,015.7 |  
|Retained earnings                                    |  |                         | 1,903.2 |   |                       |   | 934.0   |                           |  |              | 215.5   |  |       | (1,149.5 | ) |  |   | 1,903.2 |  
|Accumulated other comprehensive loss                 |  |                         | (82.7   | ) |                       |   | (66.2   | )                         |  |              | 29.6    |  |       | 36.6     |   |  |   | (82.7   | )
|                                                     |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|Total shareholders equity                           |  |                         | 2,836.2 |   |                       |   | 3,062.1 |                           |  |              | 1,390.3 |  |       | (4,452.4 | ) |  |   | 2,836.2 |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  
|                                                     |  | $                       | 4,297.5 |   |                       | $ | 4,137.0 |                           |  | $            | 1,837.8 |  | $     | (5,013.6 | ) |  | $ | 5,258.7 |  
|                                                     |  |                         |         |   |                       |   |         |                           |  |              |         |  |       |          |   |  |   |         |  



- 17 -



---

Condensed Consolidating Statements of Cash Flows

Three Months Ended July 1, 2007

(Unaudited)



|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|--------------------------------------------------------------------------------------- |  | ----------------------- | ------ | - | --------------------- | - | ----- | ------------------------- |  | - | ------------ | - | ----- | - | - |  | - | ------ | -
|                                                                                        |  | PrecisionCastpartsCorp. |        |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Total |  
|Net cash provided by operating activities                                               |  | $                       | 67.3   |   |                       | $ | 35.5  |                           |  | $ | 42.0         |   |       | $ |  |  | $ | 144.8  |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Acquisitions of businesses                                                              |  |                         | (90.9  | ) |                       |   | 1.5   |                           |  |   |             |   |       |   |  |  |   | (89.4  | )
|Capital expenditures                                                                    |  |                         | (9.9   | ) |                       |   | (37.7 | )                         |  |   | (7.4         | ) |       |   |  |  |   | (55.0  | )
|Dispositions of businesses and other                                                    |  |                         |       |   |                       |   | 0.2   |                           |  |   | 0.2          |   |       |   |  |  |   | 0.4    |  
|Net cash used by investing activities of discontinued operations                        |  |                         |       |   |                       |   |      |                           |  |   | (0.1         | ) |       |   |  |  |   | (0.1   | )
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Net cash used by investing activities                                                   |  |                         | (100.8 | ) |                       |   | (36.0 | )                         |  |   | (7.3         | ) |       |   |  |  |   | (144.1 | )
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Net change in short-term borrowings                                                     |  |                         |       |   |                       |   |      |                           |  |   | (0.1         | ) |       |   |  |  |   | (0.1   | )
|Net change in long-term debt                                                            |  |                         | 21.1   |   |                       |   | (0.3  | )                         |  |   | 0.1          |   |       |   |  |  |   | 20.9   |  
|Common stock issued                                                                     |  |                         | 10.8   |   |                       |   |      |                           |  |   |             |   |       |   |  |  |   | 10.8   |  
|Excess tax benefits on equity instruments issued under share-based payment arrangements |  |                         | 14.9   |   |                       |   |      |                           |  |   |             |   |       |   |  |  |   | 14.9   |  
|Cash dividends                                                                          |  |                         | (4.2   | ) |                       |   |      |                           |  |   |             |   |       |   |  |  |   | (4.2   | )
|Other                                                                                   |  |                         | 0.5    |   |                       |   | (0.4  | )                         |  |   | 0.4          |   |       |   |  |  |   | 0.5    |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Net cash provided (used) by financing activities                                        |  |                         | 43.1   |   |                       |   | (0.7  | )                         |  |   | 0.4          |   |       |   |  |  |   | 42.8   |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Effect of exchange rate changes on cash and cash equivalents                            |  |                         |       |   |                       |   |      |                           |  |   | 7.5          |   |       |   |  |  |   | 7.5    |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Net increase (decrease) in cash and cash equivalents                                    |  |                         | 9.6    |   |                       |   | (1.2  | )                         |  |   | 42.6         |   |       |   |  |  |   | 51.0   |  
|Cash and cash equivalents at beginning of year                                          |  |                         | 18.1   |   |                       |   | 7.6   |                           |  |   | 124.7        |   |       |   |  |  |   | 150.4  |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Cash and cash equivalents at end of year                                                |  | $                       | 27.7   |   |                       | $ | 6.4   |                           |  | $ | 167.3        |   |       | $ |  |  | $ | 201.4  |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  



- 18 -



---

Condensed Consolidating Statements of Cash Flows

Three Months Ended July 2, 2006

(Unaudited)



|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|--------------------------------------------------------------------------------------- |  | ----------------------- | ------ | - | --------------------- | - | ----- | ------------------------- |  | - | ------------ | - | ----- | - | - |  | - | ------ | -
|                                                                                        |  | PrecisionCastpartsCorp. |        |   | GuarantorSubsidiaries |   |       | Non-GuarantorSubsidiaries |  |   | Eliminations |   | Total |  
|Net cash provided (used) by operating activities                                        |  | $                       | 209.8  |   |                       | $ | 2.3   |                           |  | $ | (63.5        | ) |       | $ |  |  | $ | 148.6  |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Acquisitions of businesses                                                              |  |                         | (564.3 | ) |                       |   | 12.9  |                           |  |   | 9.4          |   |       |   |  |  |   | (542.0 | )
|Capital expenditures                                                                    |  |                         |       |   |                       |   | (19.8 | )                         |  |   | (8.7         | ) |       |   |  |  |   | (28.5  | )
|Dispositions of businesses and other                                                    |  |                         | 2.3    |   |                       |   | 8.1   |                           |  |   | 0.7          |   |       |   |  |  |   | 11.1   |  
|Net cash used by investing activities of discontinued operations                        |  |                         |       |   |                       |   |      |                           |  |   | (0.6         | ) |       |   |  |  |   | (0.6   | )
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Net cash (used) provided by investing activities                                        |  |                         | (562.0 | ) |                       |   | 1.2   |                           |  |   | 0.8          |   |       |   |  |  |   | (560.0 | )
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Net change in short-term borrowings                                                     |  |                         |       |   |                       |   |      |                           |  |   | 84.6         |   |       |   |  |  |   | 84.6   |  
|Net change in long-term debt                                                            |  |                         | 361.5  |   |                       |   | (0.3  | )                         |  |   | (0.1         | ) |       |   |  |  |   | 361.1  |  
|Common stock issued                                                                     |  |                         | 2.7    |   |                       |   |      |                           |  |   |             |   |       |   |  |  |   | 2.7    |  
|Excess tax benefits on equity instruments issued under share-based payment arrangements |  |                         | 2.6    |   |                       |   |      |                           |  |   |             |   |       |   |  |  |   | 2.6    |  
|Cash dividends                                                                          |  |                         | (4.1   | ) |                       |   |      |                           |  |   |             |   |       |   |  |  |   | (4.1   | )
|Other                                                                                   |  |                         |       |   |                       |   |      |                           |  |   | 0.4          |   |       |   |  |  |   | 0.4    |  
|Net cash provided by financing activities of discontinued operations                    |  |                         |       |   |                       |   |      |                           |  |   | 0.2          |   |       |   |  |  |   | 0.2    |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Net cash provided (used) by financing activities                                        |  |                         | 362.7  |   |                       |   | (0.3  | )                         |  |   | 85.1         |   |       |   |  |  |   | 447.5  |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Effect of exchange rate changes on cash and cash equivalents                            |  |                         |       |   |                       |   |      |                           |  |   | 1.8          |   |       |   |  |  |   | 1.8    |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Net increase in cash and cash equivalents                                               |  |                         | 10.5   |   |                       |   | 3.2   |                           |  |   | 24.2         |   |       |   |  |  |   | 37.9   |  
|Cash and cash equivalents at beginning of year                                          |  |                         | 10.6   |   |                       |   |      |                           |  |   | 49.3         |   |       |   |  |  |   | 59.9   |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  
|Cash and cash equivalents at end of year                                                |  | $                       | 21.1   |   |                       | $ | 3.2   |                           |  | $ | 73.5         |   |       | $ |  |  | $ | 97.8   |  
|                                                                                        |  |                         |        |   |                       |   |       |                           |  |   |              |   |       |   |   |  |   |        |  



- 19 -



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Consolidated Results of Operations - Comparison Between Three Months Ended July 1, 2007 and July 2, 2006



|                                                            |         |                    |         |          |                     |   |         |   |  |   |       |   |  |      |  
|----------------------------------------------------------- | ------- | ------------------ | ------- | -------- | ------------------- | - | ------- | - |  | - | ----- | - |  | ---- | -
|(in millions, except per share data)                        |         | Three Months Ended |         |          | Increase/(Decrease) |  
|                                                            | 7/01/07 |                    |         | 07/02/06 |                     |   | $       |   |  | % |      
|Net sales                                                   |         | $                  | 1,660.1 |          |                     | $ | 1,112.4 |   |  | $ | 547.7 |   |  | 49.2 | %
|Cost of goods sold                                          |         |                    | 1,214.9 |          |                     |   | 849.6   |   |  |   | 365.3 |   |  | 43.0 |  
|Selling and administrative expenses                         |         |                    | 91.6    |          |                     |   | 75.1    |   |  |   | 16.5  |   |  | 22.0 |  
|Interest expense, net                                       |         |                    | 12.6    |          |                     |   | 13.2    |   |  |   | (0.6  | ) |  | (4.5 | )
|                                                            |         |                    |         |          |                     |   |         |   |  |   |       |   |  |      |  
|Income before income taxes and minority interest            |         |                    | 341.0   |          |                     |   | 174.5   |   |  |   | 166.5 |   |  | 95.4 |  
|Income tax expense                                          |         |                    | 115.3   |          |                     |   | 59.5    |   |  |   | 55.8  |   |  | 93.8 |  
|Effective tax rate                                          |         |                    | 33.8    | %        |                     |   | 34.1    | % |  |   |       |   |  |      |  
|Minority interest                                           |         |                    | (0.3    | )        |                     |   | (0.5    | ) |  |   | 0.2   |   |  | 40.0 |  
|                                                            |         |                    |         |          |                     |   |         |   |  |   |       |   |  |      |  
|Net income from continuing operations                       |         |                    | 225.4   |          |                     |   | 114.5   |   |  |   | 110.9 |   |  | 96.9 |  
|Net income from discontinued operations                     |         |                    | 1.0     |          |                     |   | 0.6     |   |  |   | 0.4   |   |  | 66.7 |  
|                                                            |         |                    |         |          |                     |   |         |   |  |   |       |   |  |      |  
|Net income                                                  |         | $                  | 226.4   |          |                     | $ | 115.1   |   |  | $ | 111.3 |   |  | 96.7 | %
|                                                            |         |                    |         |          |                     |   |         |   |  |   |       |   |  |      |  
|Net income per share from continuing operations  diluted   |         | $                  | 1.61    |          |                     | $ | 0.83    |   |  | $ | 0.78  |   |  | 94.0 | %
|Net income per share from discontinued operations  diluted |         |                    | 0.01    |          |                     |   | 0.01    |   |  |   |      |   |  |     |  
|                                                            |         |                    |         |          |                     |   |         |   |  |   |       |   |  |      |  
|Net income per share  diluted                              |         | $                  | 1.62    |          |                     | $ | 0.84    |   |  | $ | 0.78  |   |  | 92.9 | %
|                                                            |         |                    |         |          |                     |   |         |   |  |   |       |   |  |      |  

Sales for the first quarter of fiscal 2008 were $1,660.1 million, up $547.7 million, or 49.2 percent from $1,112.4
million in the same quarter last year. The increase in sales was driven by continuing strong economic conditions in the Companys core aerospace and power generation markets, in addition to sales from the acquisitions of Special Metals
Corporation (SMC), GSC Foundries, Inc. (GSC), Cherry Aerospace LLC (Cherry) and McWilliams Forge Company, Inc. (McWilliams), which contributed approximately $348 million of incremental sales to the
current quarter. In addition, contractual pass-through of higher material costs, which reflects the impact of escalation formulas included in certain long-term agreements principally at the Companys Investment Cast Products and Forged Products
segments increased sales by approximately $108 million this quarter versus approximately $58 million the same period a year ago. With regard to growth in the commercial aircraft industry, forecasts from JSA Research as of August 2006 indicate
aircraft deliveries are expected to increase approximately 6 percent in calendar year 2007 from calendar year 2006 and are forecast to continue to increase approximately 6 percent in calendar year 2008. Because of manufacturing lead times required
to support aircraft deliveries, PCC began realizing these forecasted increases during the second half of fiscal 2006.

Net income from continuing
operations for the first quarter of fiscal 2008 was $225.4 million, or $1.61 per share (diluted). By comparison, net income from continuing operations for the first quarter of fiscal 2007 was $114.5 million, or $0.83 per share (diluted). Net income
(including discontinued operations) for the first quarter of fiscal 2008 was $226.4 million, or $1.62 per share (diluted), compared with net income of $115.1 million, or $0.84 per share (diluted), in the same period last year.

Interest and Income Tax

Net interest expense for the first
quarter of fiscal 2008 was $12.6 million, compared with $13.2 million for the first quarter last year. The lower expense is primarily due to reduced debt levels compared to the same quarter last year, and lower borrowing rates associated with the



- 20 -



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Companys commercial paper program, which became effective in the third quarter of fiscal 2007. Interest expense is expected to decrease moderately
throughout the remainder of fiscal 2008, in line with reduced debt levels.

The effective tax rate for the first quarter of fiscal 2008 was 33.8 percent,
0.3 percentage points lower than the 34.1 percent effective rate in the same quarter last year. The slight decrease in the effective rate compared to last year was due to a larger U.S. manufacturing deduction and settlement of an Oregon income tax
audit, partially offset by the elimination of the extraterritorial income exclusion benefit.

Restructuring

PCC regularly assesses its cost structure to ensure that operations are properly sized for prevailing market conditions, taking into consideration current and forecasted
conditions in markets served by the Company. There were no restructuring or asset impairment charges in the periods presented.

Business Acquisitions

On April 3, 2007, PCC acquired the assets of McWilliams, a privately held-company headquartered in Rockaway, New Jersey, for $89.4 million in
cash. Founded in 1880, McWilliams is a leading manufacturer of titanium, nickel and steel forgings, primarily for commercial and military aerospace applications. The company, which employs approximately 120 people at its New Jersey facility,
operates both hammer and screw presses for open- and closed-die forging. The McWilliams acquisition is an asset purchase for tax purposes and operates as part of the Forged Products segment.

On February 23, 2007, PCC acquired the LLC membership interests of Cherry from Acument Global Technologies, Inc. (Acument) for $300.4 million in cash.
Founded in 1939, Cherry encompasses the aerospace operations of Acument, formerly Textron Fastening Systems, and is a manufacturer of aerospace rivets and blind bolts. Cherry employs approximately 500 people at its facility in Santa Ana, California.
Cherry will fill a gap in our product line of critical aerospace fasteners and will open up potential synergies and economies of scale with our other fastener operations. The Cherry acquisition is an asset purchase for tax purposes and operates as
part of the Fastener Products segment.

On February 2, 2007, PCC acquired the stock of GSC, a manufacturer of aluminum and steel structural investment
castings for aerospace, energy, medical, and other end markets for $77.1 million in cash. GSC employs approximately 375 people at its operations in Ogden, Utah and Saltillo, Mexico. GSC will enhance our small structural investment casting portfolio
with its ability to produce larger components. The GSC acquisition is an asset purchase for tax purposes and operates as part of the Investment Cast Products segment.

On May 25, 2006, PCC completed the acquisition of SMC, a manufacturer of high-performance nickel-based alloys and super alloys. SMC currently provides our forging operations with a limited quantity of
nickel-based alloys for manufacturing aerospace components, and it is expected that this internal supply will grow substantially over time. The aggregate purchase price was $548.1 million, which principally includes $310.6 million for the purchase
of shares and $240.1 million for the repayment of SMCs outstanding debt and related termination costs, partially offset by $22.3 million of cash acquired. The transaction was funded through the Companys credit facilities. The SMC
acquisition is a stock purchase for tax purposes and operates as part of the Forged Products segment.

Discontinued Operations

The Companys financial statements were affected by activities relating to the planned divestiture of a number of our businesses. These businesses have been
accounted for under Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of



- 21 -



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Long-Lived Assets. Accordingly, any operating results of these businesses are presented in the Companys Condensed Consolidated Statements of
Operations as discontinued operations, net of tax, and all prior periods have been reclassified.

In the second quarter of fiscal 2007, the Company sold
its interest in Wyman-Gordon FRISA to its 50% joint venture partner. PCC received $30.0 million in cash for the sale. In addition, the buyer assumed and subsequently paid off $17.4 million of debt upon closing. At the time of the closing, the joint
venture entity operated a manufacturing facility located in Mexico that was engaged in the manufacture of forged products using the ring rolling process. FRISA was reclassified from the Forged Products segment to discontinued operations.

In the first quarter of fiscal 2007, the Company decided to sell the refiner rebuild business of J&L Fiber Services and to close its AFT Composites business.
These businesses were reclassified from the former Industrial Products segment (now the Fastener Products segment) to discontinued operations. Both transactions were completed during the third quarter of fiscal 2007.

The net income from discontinued operations was $1.0 million, or $0.01 per share (diluted) in the first quarter of fiscal 2008 compared with net income of $0.6 million,
or $0.01 per share (diluted), in the same quarter last year. The net income from discontinued operations in the current quarter consists primarily of operating income from a small foreign business held-for-sale from the acquisition of SMC, partially
offset by miscellaneous shutdown expenses at other discontinued operations. The net income from discontinued operations in the first quarter of last year principally reflects operating income from FRISA and a gain on the sale of an SPS Magnetics
property, partially offset by shutdown costs at AFT Composites and J&L Fiber Services, in addition to miscellaneous expenses associated with the Flow pumps & valves businesses.

Subsequent Event

On July 5, 2007, PCC acquired the stock
of Caledonian Alloys Group Limited (Caledonian) for approximately $212 million in cash, of which $167 million was paid at close, and two additional contingent payments of approximately $22.5 million each will be paid over the next two
years. Caledonian is the market leader in providing nickel superalloy and titanium revert management solutions for the aerospace and industrial gas turbine industries. Revert includes metal chips, casting gates, bar ends, forging flash, and other
byproducts from casting, forging, and fastener manufacturing processes that can be re-melted and reused. Headquartered in Livingston, Scotland, Caledonian employs approximately 300 people and operates nine revert processing facilities in six
countries. Caledonians results will be reported as part of the Forged Products segment. PCC financed the acquisition with cash on hand and its existing credit facilities.



- 22 -



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Results of Operations by Segment  Comparison Between Three Months Ended July 1, 2007 and July 2, 2006



|                                                              |  |                    |         |   |                     |   |         |   |  |   |       |   |  |       |  
|------------------------------------------------------------- |  | ------------------ | ------- | - | ------------------- | - | ------- | - |  | - | ----- | - |  | ----- | -
|(in millions)                                                 |  | Three Months Ended |         |   | Increase/(Decrease) |  
|                                                              |  | 07/01/07           |         |   | 07/02/06            |   |         | $ |  |   | %     |  
|Net sales:                                                    |  |                    |         |   |                     |   |         |   |  |   |       |   |  |       |  
|Investment Cast Products                                      |  | $                  | 530.3   |   |                     | $ | 428.1   |   |  | $ | 102.2 |   |  | 23.9  | %
|Forged Products                                               |  |                    | 755.3   |   |                     |   | 385.2   |   |  |   | 370.1 |   |  | 96.1  |  
|Fastener Products                                             |  |                    | 374.5   |   |                     |   | 299.1   |   |  |   | 75.4  |   |  | 25.2  |  
|                                                              |  |                    |         |   |                     |   |         |   |  |   |       |   |  |       |  
|Consolidated net sales                                        |  | $                  | 1,660.1 |   |                     | $ | 1,112.4 |   |  | $ | 547.7 |   |  | 49.2  | %
|                                                              |  |                    |         |   |                     |   |         |   |  |   |       |   |  |       |  
|Segment operating income (loss):                              |  |                    |         |   |                     |   |         |   |  |   |       |   |  |       |  
|Investment Cast Products                                      |  | $                  | 122.4   |   |                     | $ | 91.9    |   |  | $ | 30.5  |   |  | 33.2  | %
|% of sales                                                    |  |                    | 23.1    | % |                     |   | 21.5    | % |  |   |       |   |  |       |  
|Forged Products                                               |  |                    | 167.5   |   |                     |   | 53.9    |   |  |   | 113.6 |   |  | 210.8 |  
|% of sales                                                    |  |                    | 22.2    | % |                     |   | 14.0    | % |  |   |       |   |  |       |  
|Fastener Products                                             |  |                    | 87.5    |   |                     |   | 58.7    |   |  |   | 28.8  |   |  | 49.1  |  
|% of sales                                                    |  |                    | 23.4    | % |                     |   | 19.6    | % |  |   |       |   |  |       |  
|Corporate expenses                                            |  |                    | (23.8   | ) |                     |   | (16.8   | ) |  |   | (7.0  | ) |  | (41.7 | )
|                                                              |  |                    |         |   |                     |   |         |   |  |   |       |   |  |       |  
|Total segment operating income                                |  |                    | 353.6   |   |                     |   | 187.7   |   |  |   | 165.9 |   |  | 88.4  | %
|% of sales                                                    |  |                    | 21.3    | % |                     |   | 16.9    | % |  |   |       |   |  |       |  
|Interest expense, net                                         |  |                    | 12.6    |   |                     |   | 13.2    |   |  |   |       |   |  |       |  
|                                                              |  |                    |         |   |                     |   |         |   |  |   |       |   |  |       |  
|Consolidated income before income taxes and minority interest |  | $                  | 341.0   |   |                     | $ | 174.5   |   |  |   |       |   |  |       |  
|                                                              |  |                    |         |   |                     |   |         |   |  |   |       |   |  |       |  

Investment Cast Products

Investment Cast Products sales increased 23.9 percent from $428.1 million in the first quarter of fiscal 2007 to $530.3 million this year. Operating income increased 33.2 percent from $91.9 million in the first
quarter of fiscal 2007 to $122.4 million in the same quarter this year. Operating income as a percent of sales also increased from 21.5 percent to 23.1 percent of sales. The year-over-year increase in sales, which includes the recent GSC
acquisition, reflects strengthened commercial and military aerospace markets, increased demand in the aerospace aftermarket businesses and growth in the IGT markets. Sales also include approximately $26 million of higher contractual pricing related
to pass-through of increased material costs in the first quarter of fiscal 2008 compared to $9 million in the same period last year. The increase in operating income reflected the impact of the higher sales volume and improved performance, partially
offset by the impact of higher raw material costs, mainly nickel, which has increased approximately 133 percent on the London Metal Exchange (LME) compared to the same quarter last year. The improvement in operating margins as a percentage of sales
was mainly due to the leverage from higher sales volumes and improved manufacturing performance, partially offset by the impact of higher raw material costs and contractual pass-through pricing. Contractual material pass-through pricing diluted
operating margins by 1.2 percentage points in the first quarter of fiscal 2008 compared to 0.4 percentage points in the same period a year ago.

Sales
within this segment are expected to continue to benefit from increased demand from commercial aerospace customers and renewed strength in the power generation market through the remainder of fiscal 2008. The segment will also benefit from a full
year of operations from GSC.



-23-



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Forged Products

Forged Products sales were $755.3 million for the quarter, an increase of 96.1 percent, compared to sales of $385.2 million in the first quarter of fiscal 2007. Operating income increased 210.8 percent from $53.9 million in the first
quarter of fiscal 2007 to $167.5 million in the same quarter this year. Operating income as a percent of sales increased from 14.0 percent to 22.2 percent. The increase in sales, which includes the current quarter McWilliams acquisition, reflects a
full quarter of sales from SMC versus 5 weeks in the previous year. Base business sales continued to benefit from increased demand for aerospace products, continued penetration into the Asian power generation market and improving demand in the North
American market for extruded pipe. In addition, higher contractual pricing related to pass-through of increased raw material costs accounted for approximately $78 million of sales in the first quarter of fiscal 2008 compared to $45 million in the
same period last year. Operating income as a percent of sales continued to benefit from significant margin improvements associated with the SMC businesses, which provided approximately 74 percent of the segments increase in operating income
for the quarter compared to the same quarter last year. In addition, the increased sales volume of higher margin power generation products, as well as the impact of successful cost-reduction initiatives helped drive improved operating margins in the
base business. These improvements were partially offset by higher material costs, primarily nickel, which has increased approximately 133 percent on the LME since the first quarter of fiscal 2007. The contractual pass-through of higher raw material
costs diluted operating margins by 2.5 percentage points in the current quarter compared to 1.8 percentage points the same period a year ago.

Sales for
the remainder of fiscal 2008 within the Forged Products segment are expected to increase from the addition of the McWilliams and Caledonian acquisitions. Organic sales are expected to benefit from continuing strength in the commercial aerospace
cycle, and from SMCs market share gains in non-aerospace markets. Overall, outside sales for the segment are expected to show more moderate growth, as SMC increases the quantity of alloys it provides internally to the Companys forging
operations.

Fastener Products

The Fastener
Products segment reported $374.5 million of sales with operating income of $87.5 million, or 23.4 percent of sales, in the first quarter of fiscal 2008, compared to sales of $299.1 million and operating income of $58.7 million, or 19.6 percent of
sales, in the first quarter of fiscal 2007. The increase in sales, which includes the recent Cherry acquisition, was due to the favorable impact of strong aerospace sales, partially offset by weaker demand from the automotive industry. Operating
income as a percent of sales benefited from the higher sales volume and continued efforts to reduce costs and improve manufacturing processes.

Sales
within this segment are expected to have modest growth during the remainder of fiscal 2008, but will be up significantly compared to last year as a result of increased sales volume to the aerospace market and a full year of operations from Cherry.



- 24 -



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Changes in Financial Condition and Liquidity

Total assets of $5,603.1 million at July 1, 2007 represented a $344.4 million increase from the $5,258.7 million balance at April 1, 2007, principally reflecting the addition of assets from the McWilliams
acquisition totaling $109.2 million, and increased inventories and receivables to support revenue growth. Total capitalization at July 1, 2007 was $4,003.1 million, consisting of $893.7 million of debt and $3,109.4 million of equity. The
debt-to-capitalization ratio improved to 22.3% at July 1, 2007 from 23.5% at the end of fiscal 2007.

Cash as of July 1, 2007 was $201.4 million,
up $51.0 million from the end of fiscal 2007, and total debt was $893.7 million, up $20.7 million since the end of fiscal 2007. Debt net of cash, which includes borrowings to finance the acquisitions of SMC, GSC, Cherry and McWilliams, decreased
from $722.6 million at the end of fiscal 2007 to $692.3 million at July 1, 2007, reflecting a decrease of $30.3 million. Adjusting this decrease in net debt for the cash paid to acquire McWilliams in the first quarter ($89.4 million) and cash
used for voluntary contributions to its defined benefit pension plans ($58.0 million), the Company generated $177.7 million of positive net cash flow in the quarter, consisting primarily of $202.8 million from operating activities (excluding cash
used for voluntary pension contributions) and $25.7 million from the issuance of common stock and related tax benefit, partially offset by capital expenditures of $55.0 million.

Capital spending during fiscal 2008, which is expected to be slightly higher than fiscal 2007 capital spending, will principally provide for additional capacity expansion, cost reduction, and equipment maintenance and
upgrades throughout the Company. Company contributions to its defined benefit pension plans are expected to be approximately $75.0 million during fiscal 2008, which includes $58.0 million of voluntary contributions made in the first quarter.

Management believes that the Company can fund requirements for at least the next 12 months for working capital, pension and other postretirement benefit
obligations, capital spending, cash dividends, scheduled repayment of debt and potential acquisitions from cash generated from operations, borrowing from existing or new bank credit facilities, issuance of public or privately placed debt securities,
or the issuance of equity instruments.

Forward-Looking Statements

Information included within this Form 10-Q describing the projected growth and future results and events constitutes forward-looking statements, within the meaning of the Private Securities Litigation Reform Act
of 1995. Actual results in future periods may differ materially from the forward-looking statements because of a number of risks and uncertainties, including but not limited to fluctuations in the aerospace, power generation, general industrial and
automotive cycles; the relative success of the Companys entry into new markets; competitive pricing; the financial viability of the Companys significant customers; the availability and cost of energy, materials, supplies, and insurance,
the cost of pension and postretirement medical benefits; equipment failures; relations with the Companys employees; the Companys ability to manage its operating costs and to integrate acquired businesses in an effective manner;
governmental regulations and environmental matters; risks associated with international operations and world economies; the relative stability of certain foreign currencies; and implementation of new technologies and process improvements. Any
forward-looking statements should be considered in light of these factors. The Company undertakes no obligation to publicly release any forward-looking information to reflect anticipated or unanticipated events or circumstances after the date of
this document.



|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

There
have been no material changes to the Companys market risk exposure since April 1, 2007.



- 25 -



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|Item 4. | Controls and Procedures
|------- | -----------------------

PCC management, including the Chief
Executive Officer and Chief Financial Officer, have conducted an evaluation of the effectiveness of disclosure controls and procedures as of the end of the period covered by this report pursuant to Exchange Act Rule 13a-15(b). Based on 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 the Company in reports filed with the Securities and
Exchange Commission is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms, and is accumulated and communicated to Company management, including its
principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in internal control over financial reporting that occurred during the last fiscal quarter that
has materially effected, or is reasonably likely to materially affect, the Companys internal control over financial reporting.

PART II. OTHER
INFORMATION



|Item 1. | Legal Proceedings
|------- | -----------------

See Note 13, Commitments and
Contingencies in the Notes to the Condensed Consolidated Financial Statements.



|Item 1A. | Risk Factors
|-------- | ------------

There has been no material change in the
Companys reported risk factors since the filing of the Companys Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on May 31, 2007.



|Item 2. | Unregistered Sale of Equity Securities and Use of Proceeds
|------- | ----------------------------------------------------------

None.



|Item 3. | Defaults Upon Senior Securities
|------- | -------------------------------

None.



|Item 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------

None.



|Item 5. | Other Information
|------- | -----------------

None.



- 26 -



---

|Item 6. | Exhibits
|------- | --------



|(a) | Exhibits
|--- | --------



|     |  |                                                                                                        
|---- |  | -------------------------------------------------------------------------------------------------------
|     | 
|31.1 |  | Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|31.2 |  | Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.1 |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|     | 
|32.2 |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

SIGNATURE

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.



|                      |  |  |  |                                                  
|--------------------- |  |  |  | -------------------------------------------------
|                      |  |  |  | PRECISION CASTPARTS CORP.Registrant              
|                      |  | 
|DATE: August 10, 2007 |  |  |  | /s/ William D. Larsson                           
|                      |  |  |  | William D. Larsson                               
|                      |  |  |  | Senior Vice President and Chief Financial Officer
|                      |  |  |  | (Principal Financial and Accounting Officer)     



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