Edgar Filing: TECHNITROL INC

UNITED STATES
SECURITIES & EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x The Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the three months ended September 28, 2007, or

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

Commission File No. 1-5375

TECHNITROL, INC.
(Exact name of registrant as specified in its Charter)

PENNSYLVANIA		23-1292472
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

1210 Northbrook Drive, Suite 470
Trevose, Pennsylvania		19053
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code:		215-355-2900

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

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

Large accelerated filer x		Accelerated filer o		Non-accelerated filer o

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

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of November 2, 2007: 40,883,391

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	PAGE

Item 1.	Financial Statements

	Consolidated Balance Sheets (Unaudited)	3
	Consolidated Statements of Operations (Unaudited)	4
	Consolidated Statements of Cash Flows (Unaudited)	5
	Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)	6
	Notes to Unaudited Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	24

Item 4.	Controls and Procedures	24

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	25

Item 1a.	Risk Factors	25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25

Item 3.	Defaults Upon Senior Securities	25

Item 4.	Submission of Matters to a Vote of Security Holders	25

Item 5.	Other Information	25

Item 6.	Exhibits	25

	Exhibit Index	33

PART I. FINANCIAL INFORMATION

Item 1: Financial Statements

Technitrol, Inc. and Subsidiaries

Consolidated Balance Sheets

In thousands


Assets	September 28, 2007		December 29, 2006
	(unaudited)
Current assets:
Cash and cash equivalents	$	99,595	$	87,195
Trade receivables, net		176,101		160,083
Inventories		117,467		106,397
Prepaid expenses and other current assets		27,035		31,121

Total current assets		420,198		384,796

Property, plant and equipment		259,328		248,209
Less accumulated depreciation		159,906		140,863

Net property, plant and equipment		99,422		107,346
Deferred income taxes		16,519		16,135
Goodwill, net		230,390		220,528
Other intangibles, net		30,155		32,334
Other assets		14,169		9,741

	$	810,853	$	770,880


Liabilities and Shareholders’ Equity
Current liabilities:
Current installments of long-term debt	$	—	$	60
Short-term debt		—		1,771
Accounts payable		108,513		97,593
Accrued expenses and other current liabilities		80,595		96,368

Total current liabilities		189,108		195,792

Long-term liabilities:
Long-term debt, excluding current installments		22,975		57,331
Deferred income taxes		13,875		13,323
Other long-term liabilities		35,567		14,314

Minority interest		10,045		9,691

Shareholders’ equity:
Common stock and additional paid-in capital		221,683		218,919
Retained earnings		277,206		243,084
Other comprehensive income		40,394		18,426

Total shareholders’ equity		539,283		480,429

	$	810,853	$	770,880

See accompanying Notes to Unaudited Consolidated Financial Statements.

Technitrol, Inc. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)
In thousands, except per share data

	Three Months Ended						Nine Months Ended
	September 28, 2007			September 29, 2006			September 28, 2007			September 29, 2006

Net sales	$	257,093		$	257,683		$	770,037		$	718,014

Costs and expenses:
Cost of sales		196,708			196,058			597,630			548,788
Selling, general and administrative expenses		35,668			39,167			106,142			108,519
Severance and asset impairment expense		1,858			2,604			13,081			6,415


Total costs and expenses applicable to sales		234,234			237,829			716,853			663,722


Operating profit		22,859			19,854			53,184			54,292

Other (expense) income:
Interest expense, net		(638	)		(2,085	)		(2,876	)		(4,546	)
Other (expense) income, net		(912	)		(775	)		357			2,420


Total other (expense)		(1,550	)		(2,860	)		(2,519	)		(2,126	)

Earnings from continuing operations before income taxes, minority interest and cumulative effect of accounting change		21,309			16,994			50,665			52,166

Income taxes		2,055			1,953			5,473			8,367

Minority interest (expense) income		(69	)		233			(354	)		(1,322	)


Net earnings from continuing operations before cumulative effect of accounting change		19,185			15,274			44,838			42,477
Cumulative effect of accounting change, net of income taxes		—			—			—			75
Net loss from discontinued operations, net of income taxes		—			(29	)		—			(121	)

Net earnings	$	19,185		$	15,245		$	44,838		$	42,431


Basic and diluted earnings per share from continuing operations before cumulative effect of accounting change	$	0.47		$	0.38		$	1.10		$	1.05
Cumulative effect of accounting change, net of income taxes		—			—			—			0.00
Basic and diluted net loss per share from discontinued operations		—			(0.00	)		—			(0.00	)

Basic and diluted net earnings per share	$	0.47		$	0.38		$	1.10		$	1.05

See accompanying Notes to Unaudited Consolidated Financial Statements.

Technitrol, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

In thousands

	Nine Months Ended
	September 28, 2007			September 29, 2006

Cash flows from operating activities:
Net earnings	$	44,838		$	42,431
Loss from discontinued operations, net of taxes		—			121
Adjustments to reconcile net earnings to net cash provided by operating activities:
Cumulative effect of accounting change, net of taxes		—			(75	)
Depreciation and amortization		24,755			26,932
Stock incentive plan expense		2,820			2,240
Minority interest in net earnings of consolidated subsidiary		354			1,322
Severance and asset impairment expense, net of cash payments		7,977			85
Changes in assets and liabilities, net of effect of acquisitions:
Trade receivables		(9,563	)		(41,009	)
Inventories		(6,752	)		(13,916	)
Prepaid expenses and other current assets		815			(2,262	)
Accounts payable and accrued expenses		429			23,722
Other, net		(3,072	)		(3,136	)

Net cash provided by operating activities		62,601			36,455


Cash flows from investing activities:
Acquisitions, net of cash acquired		—			(73,456	)
Capital expenditures		(14,875	)		(16,474	)
Funding of grantor trust		—			(7,151	)
Proceeds from sale of property, plant and equipment		7,300			1,211
Foreign currency impact on intercompany lending		(249	)		(4,676	)

Net cash used in investing activities		(7,824	)		(100,546	)


Cash flows from financing activities:
Long-term borrowings		—			(1,170	)
Principal payments of long-term debt		(36,668	)		(28,095	)
Dividends paid		(10,716	)		(10,647	)
Exercise of stock options		643			1,798

Net cash used in financing activities		(46,741	)		(38,114	)


Net effect of exchange rate changes on cash		4,364			(3,013	)


Cash flows of discontinued operations:
Net cash used in operating activities		—			(56	)

Net decrease in cash and cash equivalents from discontinued operations		—			(56	)


Net increase (decrease) in cash and cash equivalents		12,400			(105,274	)

Cash and cash equivalents at beginning of period		87,195			173,664


Cash and cash equivalents at end of period	$	99,595		$	68,390

See accompanying Notes to Unaudited Consolidated Financial Statements.

Technitrol, Inc. and Subsidiaries

Consolidated Statements of Changes in Shareholders’ Equity

Nine Months Ended September 28, 2007

(Unaudited)
In thousands, except per share data

	Common stock and paid-in capital				Retained earnings			Accumulated other comprehensive income		Comprehensive income

	Shares		Amount

Balance at December 29, 2006		40,751	$	218,919	$	243,084		$	18,426
Stock options, awards and related compensation		132		2,764		—			—
Dividends declared ($0.2625 per share)		—		—		(10,716	)		—
Currency translation adjustments		—		—		—			21,650	$	21,650
Unrealized holding gains on securities		—		—		—			318		318
Net earnings		—		—		44,838			—		44,838

Comprehensive income										$	66,806

Balance at September 28, 2007		40,883	$	221,683	$	277,206		$	40,394

See accompanying Notes to Unaudited Consolidated Financial Statements.

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements

(1) Accounting policies

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

The results for the three and nine months ended September 28, 2007 and September 29, 2006 have been prepared by our management without audit by our independent auditors. In the opinion of management, the financial statements fairly present in all material respects, the financial position and results of operations for the periods presented. To the best of our knowledge and belief, all adjustments have been made to properly reflect income and expenses attributable to the periods presented. Except for severance and asset impairment expenses, all such adjustments are of a normal recurring nature. Operating results for the nine months ended September 28, 2007 are not necessarily indicative of annual results.

New accounting pronouncements

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

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

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

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements, continued

(2) Acquisitions

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

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

Full Rise Electronic Co., Ltd.: Full Rise Electronic Co., Ltd. (“FRE”) was headquartered in Taiwan with production operations in China. FRE manufactured connector products including single and multiple-port jacks, and supplied products to us under a cooperation agreement. We began making investments in FRE in April 2001. As of September 28, 2007, our investment in FRE was approximately $31.5 million and our record ownership was approximately 71%. We also have beneficial ownership of an additional 4% of the common shares outstanding of FRE for which we have voting authority, rights to any dividends paid, as well as the authority to prevent any transfers of these shares. Our net earnings therefore reflect FRE’s net earnings, after deducting the minority shareholders’ interest. Purchases of common stock in FRE were allocated, on a pro rata basis, to goodwill, identifiable intangible assets, and property, plant, and equipment according to the estimated fair value of such assets as of the date we began consolidating FRE’s results with our own. Based on the fair value of net tangible assets acquired and our current ownership percentage, the allocation of the investment to intangibles was $0.5 million for technology, $0.6 million for trademarks, $2.1 million for customer relationships and $8.8 million of goodwill. All of the identifiable intangibles are being amortized, using lives of four years for technology and customer relationships.

(3) Divestiture

In 2005, we received approximately $6.7 million for the sale of Electrical’s bimetal and metal cladding operations. In December of 2006, all remaining fixed assets were sold for approximately $2.0 million, which resulted in a pretax gain of $0.6 million over the previously carried $1.4 million net book value. During 2006, all the results of the bimetal and metal cladding operations were reflected as discontinued operations on the consolidated statements of operations. There were no sales or net earnings to include in our consolidated statements of operations for the nine months ended September 28, 2007. We recorded no sales and a net loss of $0.1 million in the consolidated statements of operations for the nine months ended September 29, 2006.

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements, continued

(4) Inventories

Inventories consisted of the following (in thousands):

	September 28, 2007		December 29, 2006

Finished goods	$	44,258	$	37,415
Work in process		27,897		23,843
Raw materials and supplies		45,312		45,139

	$	117,467	$	106,397

(5) Goodwill and other intangibles, net

The changes in the carrying amounts of goodwill for the nine months ended September 28, 2007 were as follows (in thousands):

Balance at December 29, 2006	$	220,528

Goodwill acquired during the period		—
Purchase price allocations and other adjustments		(590	)
Currency translation adjustments		10,452


Balance at September 28, 2007	$	230,390

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

Other intangible assets were as follows (in thousands):

	September 28, 2007			December 29, 2006

Intangible assets subject to amortization (finite lives):
Technology	$	11,520		$	11,207
Customer relationships		28,029			26,102
Tradename/trademark		414			383
Other		2,402			2,402

Total		42,365			40,094

Accumulated amortization:
Technology		(8,139	)		(7,113	)
Customer relationships		(7,250	)		(4,391	)
Tradename/trademark		(529	)		(383	)
Other		(950	)		(531	)

Total		(16,868	)		(12,418	)


Net tangible assets subject to amortization		25,497			27,676

Intangible assets not subject to amortization (indefinite lives):
Tradename		4,658			4,658


Other intangibles, net	$	30,155		$	32,334

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements, continued

(5) Goodwill and other intangibles, net, continued

Amortization expense was $3.9 million and $3.8 million for the nine months ended September 28, 2007 and September 29, 2006, respectively. Estimated annual amortization expense for each of the next five years is as follows (in thousands):

Year Ending

2008	$	4,849
2009	$	4,271
2010	$	3,914
2011	$	2,449
2012	$	2,329

(6) Income taxes

We adopted the provisions of FIN 48 on December 30, 2006 and, at the date of adoption, we had $22.8 million of unrecognized income tax benefits. Upon adoption of FIN 48, we did not recognize a material adjustment to our liabilities for unrecognized tax benefits, but we reclassified approximately $17.6 million of unrecognized tax benefits from current to long-term liabilities. These benefits are not expected to be recognized within the next twelve months. At September 28, 2007, we have $23.3 million of unrecognized income tax benefits, $17.6 million of which are classified as long-term liabilities. All of these tax benefits would affect our effective tax rate, if recognized. Other than financial statement disclosures, the adoption of this interpretation had no other impact on our consolidated financial statements.

Our continuing practice is to recognize interest and/or penalties related to income tax matters as income tax expense. As of September 28, 2007, we have $1.9 million accrued for interest and/or penalties related to uncertain income tax positions.

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

(7) Defined benefit plans

In the nine months ended September 28, 2007 we contributed approximately $0.2 million to our principle defined benefit plans and we expect to contribute approximately $0.4 million for the full fiscal year in 2007. Our net periodic expense was approximately $0.3 million and $1.0 million in the three and nine months ended September 28, 2007 and September 29, 2006, respectively, and is expected to be approximately $1.3 million for the full fiscal year in 2007.

(8) Accounting for stock-based compensation

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

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements, continued

(8) Accounting for stock-based compensation, continued

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

The following table presents the amount of stock-based compensation expense included in the Consolidated Statements of Operations during the three and nine months ended September 28, 2007 and September 29, 2006 (in thousands):

	Three Months Ended						Nine Months Ended
	September 28, 2007			September 29, 2006			September 28, 2007			September 29, 2006

Restricted stock	$	746		$	605		$	2,421		$	1,820
Stock options		133			182			399			420


Total stock-based compensation included in selling, general and administrative expenses		879			787			2,820			2,240
Income tax benefit		(296	)		(255	)		(949	)		(737	)

Total after-tax stock-based compensation expense	$	583		$	532		$	1,871		$	1,503

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

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

			Weighted Average Grant Price (Per Share)

Nonvested at December 29, 2006	205		$	20.48
Granted	99		$	26.33
Vested	(78	)	$	20.96
Forfeited	(7	)	$	23.41

Nonvested at September 28, 2007	219		$	22.85

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements, continued

(8) Accounting for stock-based compensation, continued

As of September 28, 2007, there was approximately $2.9 million of total unrecognized compensation cost related to restricted stock grants. This unrecognized compensation is expected to be recognized over a weighted-average period of approximately 2.0 years.

Stock Options: Stock options are granted at no cost to the employee and cannot be granted at a price lower than the fair market value at date of grant. These options expire seven years from the date of grant and vest equally over four years. There were no options issued during the nine months ended September 28, 2007 or during the year ended December 29, 2006. We value our stock options according to the fair value method using the Black-Scholes option-pricing model.

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

			Weighted Average Exercise Price (Per Share)		Aggregate Intrinsic Value

Outstanding as of December 29, 2006	295		$	18.99
Granted	—		$	—
Exercised	(33	)	$	19.34
Forfeited/expired	(54	)	$	19.01

Outstanding as of September 28, 2007	208		$	18.94	$	1,667
Exercisable at September 28, 2007	166		$	19.36	$	1,258

As of September 28, 2007, there was $0.2 million of total unrecognized compensation cost related to option grants. This unrecognized compensation is expected to be recognized over a weighted-average period of approximately 1.0 years.

During the nine months ended September 28, 2007, cash received from stock options exercised was $0.6 million. The total intrinsic value of stock options exercised during the nine months ended September 28, 2007 was $0.3 million and was $0.6 million during the nine months ended September 29, 2006. SFAS 123(R) requires that tax benefits from deductions in excess of the compensation cost of stock options exercised be classified as a cash inflow from financing. However, there was no effect on the current year net cash provided by operating activities and net cash used in financing activities due to the minimal amount of stock options exercised during the nine months ended September 28, 2007. Prior to adopting SFAS 123(R), we presented these benefits in the operating section of the consolidated statements of cash flow.

No amounts of stock-based compensation cost have been capitalized into inventory or other assets during the nine months ended September 28, 2007.

(9) Earnings per share

Basic earnings per share are calculated by dividing net earnings by the weighted average number of common shares outstanding (excluding unvested restricted shares) during the period. For calculating diluted earnings per share, common share equivalents are added to the weighted average number of

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements, continued

(9) Earnings per share, continued

common shares outstanding. Common share equivalents are computed based on the number of outstanding options to purchase common stock and unvested restricted shares as calculated using the treasury stock method. There were approximately 185,000 and 213,000 and 173,000 and 193,000 common share equivalents for the three and nine months ended September 28, 2007 and September 29, 2006, respectively. Also, there were approximately 208,000 and 327,000 stock options outstanding as of September 28, 2007 and September 29, 2006, respectively. We had unvested restricted shares outstanding of approximately 219,000 and 233,000 as of September 28, 2007 and September 29, 2006, respectively.

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

	Three Months Ended					Nine Months Ended
	September 28, 2007		September 29, 2006			September 28, 2007		September 29, 2006

Net earnings from continuing operations	$	19,185	$	15,274		$	44,838	$	42,477
Cumulative effect of accounting change		—		—			—		75
Net loss from discontinued operations		—		(29	)		—		(121	)

Net earnings	$	19,185	$	15,245		$	44,838	$	42,431


Basic earnings (loss) per share:
Shares		40,653		40,417			40,587		40,364
Continuing operations	$	0.47	$	0.38		$	1.10	$	1.05
Cumulative effect of accounting change		—		—			—		0.00
Discontinued operations		—		(0.00	)		—		(0.00	)

Per share amount	$	0.47	$	0.38		$	1.10	$	1.05


Diluted earnings (loss) per share:
Shares		40,838		40,630			40,760		40,557
Continuing operations	$	0.47	$	0.38		$	1.10	$	1.05
Cumulative effect of accounting change		—		—			—		0.00
Discontinued operations		—		(0.00	)		—		(0.00	)

Per share amount	$	0.47	$	0.38		$	1.10	$	1.05

(10) Severance and asset impairment expense

In the nine months ended September 28, 2007, we accrued $13.1 million for cost reduction actions primarily at Electronics. These include severance and related payments of $10.5 million related to the termination of manufacturing and support personnel and $2.6 million to write down the value of certain fixed assets to their disposal value. We expect cash payments resulting from these expenses to be paid by December 28, 2007, except for remaining lease and severance payments of approximately $8.8 million to be made over a specified term.

Technitrol, Inc. and Subsidiaries

Notes to Unaudited Consolidated Financial Statements, continued

(10) Severance and asset impairment expense, continued

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

	Electrical			Electronics			Total

Balance accrued at December 29, 2006	$	0.5		$	3.8		$	4.3
Accrued during the nine months ended September 28, 2007		0.1			13.0			13.1
Severance and other cash payments		(0.1	)		(4.8	)		(4.9	)
Non-cash asset disposals		(0.1	)		(2.1	)		(2.2	)

Balance accrued at September 28, 2007	$	0.4		$	9.9		$	10.3

(11) Business segment information

For the nine months ended September 28, 2007 and September 29, 2006 there were immaterial amounts of intersegment revenues eliminated in consolidation. There has been no material change in segment assets from December 29, 2006 to September 28, 2007. In addition, the basis for determining segment financial information has not changed from 2006. However, we now refer to Pulse as the Electronic Components Group (“Electronics”) and AMI Doduco as the Electrical Contact Products Group (“Electrical”). Specific segment data are as follows (in thousands):

	Three Months Ended						Nine Months Ended
	September 28, 2007			September 29, 2006			September 28, 2007			September 29, 2006

Net sales:
Electronics	$	171,231		$	173,977		$	501,420		$	473,544
Electrical		85,862			83,706			268,617			244,470

Total	$	257,093		$	257,683		$	770,037		$	718,014


Earnings from continuing operations before income taxes, minority interest and cumulative effect of accounting change:
Electronics	$	17,045		$	15,269		$	36,009		$	43,134
Electrical		5,814			4,585			17,175			11,158

Operating profit	$	22,859		$	19,854		$	53,184		$	54,292
Other expense, net		(1,550	)		(2,860	)		(2,519	)		(2,126	)

Earnings from continuing operations before income taxes, minority interest and cumulative effect of accounting change	$	21,309		$	16,994		$	50,665		$	52,166

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

Introduction

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

Critical Accounting Policies

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

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

	• inventory valuation;

	• impairment of goodwill and other intangibles;

	• severance and asset impairment expense;

	• income taxes; and

	• contingency accruals.

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

Overview

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

We operate our business in two segments:

	•	our Electronic Components Group (“Electronics”) which is known in its markets as Pulse, and

	•	our Electrical Contact Products Group (“Electrical”) which is known in its markets as AMI Doduco.

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

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

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

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

Technology. Our products must change along with changes in technology, design, and preferences of consumers and other end users of our products, as well as changes in regulatory requirements. We address this need by continuing to invest in new product development and by maintaining a diverse product portfolio which contains both mature and emerging technologies in order to meet customer demands.

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

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

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

In the nine months ended September 28, 2007, we accrued $13.1 million for a number of cost reduction actions at Electronics and Electrical. These include severance and related payments of $10.5 million for the termination of manufacturing and support personnel primarily in conjunction with our plan to transfer a part of Electronics’ automotive production from Germany and Tunisia to the People’s Republic of China (“PRC”) and $2.6 million to write down the value of certain fixed assets to their disposal value primarily at the Electronics consumer division. Cash payments resulting from these expenses are expected to be made by December 28, 2007, except for remaining lease and severance payments of approximately $8.8 million to be made over a specified term.

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

International Operations. As of September 28, 2007, we had manufacturing operations in six countries and had significant net sales in the euro and Chinese renminbi in addition to the U.S. dollar. A majority of our sales in recent years has been outside of the United States. Changing exchange rates often impact our financial results and our period-over-period comparisons. This is particularly true of movements in the exchange rate between the U.S. dollar, renminbi and the euro. Electrical’s European operations and Electronics’ automotive division sales are denominated primarily in euro. Electronics’ antenna division sales are denominated primarily in euro and renminbi. Sales and earnings denominated in currencies other than the U.S. dollar may result in higher or lower dollar sales and net earnings upon translation for our U.S. consolidated financial statements. We may also experience a positive or negative translation adjustment to equity because our investments in our non-U.S. dollar-functional subsidiaries may be worth more or less in U.S. dollars after translation for our U.S. consolidated financial statements. Foreign currency gains or losses may also be incurred when non-functional currency-denominated transactions are remeasured to an operation’s functional currency for financial reporting purposes. If a higher percentage of our transactions are denominated in non-U.S. currencies, increased exposure to currency fluctuations may result.

In order to reduce our exposure to currency fluctuations, we may purchase currency exchange forward contracts and/or currency options. These contracts guarantee a predetermined range of exchange rates at the time the contract is purchased. This allows us to shift the majority of the risk of currency fluctuations from the date of the contract to a third party for a fee. In determining the use of forward exchange contracts and currency options, we consider the amount of sales, purchases and net assets or liabilities denominated in local currencies, the type of currency, and the costs associated with the contracts. As of September 28, 2007, we did not have any forward contracts or currency options in place.

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

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

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

Results of Operations

Three months ended September 28, 2007 compared to the three months ended September 29, 2006

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

							$ Change Favorable (Unfavorable)
	Three Months Ended											Results as % of Net Sales
	September 28, 2007			September 29, 2006								2007			2006

Net sales	$	257,093		$	257,683		$	(590	)	(0.2	%)		100.0	%		100.0	%
Cost of sales		196,708			196,058			(650	)	(0.3	)		76.5			76.1



Gross profit		60,385			61,625			(1,240	)	(2.0	)		23.5			23.9

Selling, general and administrative expenses		35,668			39,167			3,499		8.9			13.9			15.2
Severance and asset impairment expense		1,858			2,604			746		28.6			0.7			1.0



Operating profit		22,859			19,854			3,005		15.1			8.9			7.7


Interest expense, net		(638	)		(2,085	)		1,447		69.4			0.2			0.8
Other expense, net		(912	)		(775	)		(137	)	(17.7	)		0.4			0.3



Earnings from continuing operations before income tax and minority interest		21,309			16,994			4,315		25.4			8.3			6.6


Income taxes		2,055			1,953			(102	)	(5.2	)		0.8			0.8
Minority interest (expense) income		(69	)		233			(302	)	(129.6	)		0.0			0.0



Net earnings from continuing operations before cumulative effect of accounting change	$	19,185		$	15,274		$	3,911		25.6	%		7.5	%		5.9	%

Net Sales. Our consolidated net sales are consistent with the comparable period in the prior year. However, we have experienced sales increases as a result of higher euro-to-U.S. dollar exchange rates, higher pass-through costs for silver and other metals at Electrical and the inclusion of net sales from the Larsen acquisition at Electronics. These increases were offset by a decrease in demand for certain communications and power products sold by Electronics.

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

	Three Months Ended				$ Change Favorable (Unfavorable)			% Change Favorable (Unfavorable)
	September 28, 2007		September 29, 2006		$ Change Favorable (Unfavorable)			% Change Favorable (Unfavorable)


Electronics	$	171,231	$	173,977	$	(2,746	)		(1.6	)%
Electrical		85,862		83,706		2,156			2.6

Total	$	257,093	$	257,683	$	(590	)		(0.2	)%

Cost of Sales. Our consolidated gross margin for the three months ended September 28, 2007 was 23.5% compared to 23.9% for the three months ended September 29, 2006. The primary factors that caused the slight decrease in our consolidated gross margin in the current period were a decline in operating leverage as a result of decreased sales of Electronics’ communications and power products noted above, continuing integration expenses of the Electronics automotive division, increased production costs and taxes in China and a decrease in factory utilization at Electrical’s North American operations.

Selling, General and Administrative Expenses. Total selling, general and administrative expenses decreased due to lower research, development and engineering expenses, intangible amortization and general and administrative expenses. In addition, our selling, general and administrative expenses decreased due to various restructuring actions that we took over the last year to reduce costs.

Research, development and engineering expenses are included in selling, general and administrative expenses. We refer to research, development and engineering expenses as RD&E. For the three months ended September 28, 2007 and September 29, 2006, respectively, RD&E by segment was as follows (in thousands):

	2007			2006

Electronics	$	8,736		$	10,372
Percentage of segment sales		5.1	%		6.0	%

Electrical	$	1,322		$	1,115
Percentage of segment sales		1.5	%		1.3	%

We believe that future sales in the electronic components markets will be driven by next-generation products. As a result, design and development activities with our OEM customers continue at an aggressive pace.

Severance and Asset Impairment Expense. We recorded approximately $1.9 million of primarily severance expenses during the three months ended September 28, 2007, mainly in connection with our previously announced plan to transfer production operations from Tunisia to China.

Interest. Silver leasing fees, which are included in net interest expense, were $0.7 million lower in 2007 over the comparable period in 2006. Additionally, net interest charges decreased as a result of lower average debt balances and higher average invested cash balances during the three months ended September 28, 2007 as compared to the same period of 2006.

Other. The increase in other expense is primarily attributable to more foreign exchange losses realized during the three months ended September 28, 2007, as compared to the three months ended September 29, 2006.

Income Taxes. The effective income tax rate for the three months ended September 28, 2007 was 9.6% compared to 11.5% for the three months ended September 29, 2006. The reduction in the effective tax rate is primarily a result of increased earnings in lower tax jurisdictions in 2007 as compared to the same period in 2006.

Nine months ended September 28, 2007 compared to the nine months ended September 29, 2006

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

	Nine Months Ended						$ Change Favorable (Unfavorable)			% Change Favorable (Unfavorable)			Results as % of Net Sales
	September 28, 2007			September 29, 2006			$ Change Favorable (Unfavorable)			% Change Favorable (Unfavorable)			2007			2006

Net sales	$	770,037		$	718,014		$	52,023			7.2	%		100.0	%		100.0	%
Cost of sales		597,630			548,788			(48,842	)		(8.9	)		77.6			76.4



Gross profit		172,407			169,226			3,181			1.9			22.4			23.6

Selling, general and administrative expenses		106,142			108,519			2,377			2.2			13.8			15.1
Severance and asset impairment expense		13,081			6,415			(6,666	)		(103.9	)		1.7			0.9



Operating profit		53,184			54,292			(1,108	)		(2.0	)		6.9			7.6


Interest expense, net		(2,876	)		(4,546	)		1,670			36.7			0.4			0.6
Other income, net		357			2,420			(2,063	)		(85.2	)		0.0			0.3



Earnings from continuing operations before income tax and minority interest		50,665			52,166			(1,501	)		(2.9	)		6.6			7.3


Income taxes		5,473			8,367			2,894			34.6			0.7			1.2
Minority interest expense		(354	)		(1,322	)		968			73.2			0.0			0.2



Net earnings from continuing operations before cumulative effect of accounting change	$	44,838		$	42,477		$	2,361			5.6	%		5.8	%		5.9	%

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

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

	Nine Months Ended				$ Change Favorable (Unfavorable)		% Change Favorable (Unfavorable)
	September 28, 2007		September 29, 2006		$ Change Favorable (Unfavorable)		% Change Favorable (Unfavorable)


Electronics	$	501,420	$	473,544	$	27,876		5.9	%
Electrical		268,617		244,470		24,147		9.9

Total	$	770,037	$	718,014	$	52,023		7.2	%

Cost of Sales. As a result of higher sales, our cost of sales increased. Our consolidated gross margin for the nine months ended September 28, 2007 was 22.4% compared to 23.6% for the nine months ended September 29, 2006. The primary factors that resulted in our consolidated gross margin decrease in the current period were the continuing integration costs of the Electronics automotive division, and increased production costs and taxes in China.

Selling, General and Administrative Expenses. Total selling, general and administrative expenses have decreased primarily due to lower compensation and selling expenses. Additionally, the restructuring actions that we took over the last year and lower spending, despite revenue increases, contributed to the reduction of operating expenses as a percent of our net sales.

Research, development and engineering expenses are included in selling, general and administrative expenses. We refer to research, development and engineering expenses as RD&E. For the nine months ended September 28, 2007 and September 29, 2006, respectively, RD&E by segment was as follows (in thousands ):

	2007			2006

Electronics	$	26,371		$	26,484
Percentage of segment sales		5.3	%		5.6	%

Electrical	$	3,902		$	3,440
Percentage of segment sales		1.5	%		1.4	%

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

Severance and Asset Impairment Expense. We recorded approximately $13.1 million for severance and asset impairment expense for the nine months ended September 28, 2007, which was primarily in connection with our plan to transfer production from Electronics’ German and Tunisian locations to China and asset impairment expenses related to Electronics’ consumer division.

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

Other. The decrease in other income is primarily a result of less foreign exchange gains realized during the nine months ended September 28, 2007 as compared to the nine months ended September 29, 2006.

Income Taxes. The effective income tax rate for the nine months ended September 28, 2007 was 10.8% compared to 16.0% for the nine months ended September 29, 2006. The decrease in the effective income tax rate is primarily a result of realizing retroactive tax benefits due to the restructuring of non-U.S. subsidiaries during the nine months ended September 28, 2007 and a higher proportion of net earnings being recognized in lower tax jurisdictions in 2007 as compared to the same period in 2006.

Liquidity and Capital Resources

Working capital as of September 28, 2007 was $231.1 million, compared to $189.0 million as of December 30, 2006. This increase of $42.1 million was primarily due to increases in cash, trade receivables, inventories and a reclassification of approximately $17.6 million of tax reserves from current to long-term liabilities in connection with our adoption of FASB Interpretation No. 48 which were partially offset by an increase in accounts payable. Cash and cash equivalents, which are included in working capital, were $99.6 million as of September 28, 2007 as compared to $87.2 million as of December 29, 2006.

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

Net cash provided by operating activities was $62.6 million for the nine months ended September 28, 2007 as compared to $36.5 million in the comparable period of 2006, an increase of $26.1 million. This increase was primarily attributable to improved net earnings and the positive impact of lower accounts receivable and higher accounts payable, offset by higher inventories.

Capital expenditures were $14.9 million during the nine months ended September 28, 2007 and $16.5 million in the comparable period of 2006. The decrease of $1.6 million in the 2007 period compared to 2006 was due primarily to lower expenditures at Electronics. We make capital expenditures to expand production capacity and to improve our operating efficiency and we plan to continue making such expenditures in the future as necessary.

We used $10.7 million for dividend payments during the nine months ended September 28, 2007. On July 27, 2007 we announced a quarterly cash dividend of $0.0875 per common share, payable on October 19, 2007 to shareholders of record on October 5, 2007. This quarterly dividend will result in a cash payment to shareholders of approximately $3.6 million in the fourth quarter of 2007. We expect to continue making quarterly dividend payments for the foreseeable future.

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

	–	a U.S. dollar-based swing-line loan not to exceed $20.0 million;

	–	a multicurrency facility providing for the issuance of letters of credit in an aggregate amount not to exceed the U.S. dollar equivalent of $25.0 million; and

	–	a Singapore sub-facility not to exceed the U.S. dollar equivalent of $50.0 million.

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

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

Outstanding borrowings are subject to two financial covenants, both of which are computed on a rolling twelve-month basis as of the most recent quarter-end. The first is maximum debt outstanding amounting to three and one-half times our earnings before interest, taxes, depreciation and amortization (EBITDA), as defined by the credit agreement. The second is maximum debt service expenses amounting to two and one-half times our cash interest expense, as defined by the credit agreement. The credit agreement also contains covenants specifying capital expenditure limitations and other customary and normal provisions. We are in compliance with these covenants as of September 28, 2007.

As of September 28, 2007, we had $15.7 million of outstanding borrowings under this five-year revolving credit agreement, primarily to fund acquisitions. Our total credit available, including standby letters of credit, as of September 28, 2007 was approximately $182.6 million.

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

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

We had six standby letters of credit outstanding at September 28, 2007 in the aggregate amount of $1.7 million securing transactions entered into in the ordinary course of business.

We had commercial commitments outstanding at September 28, 2007 of approximately $178.6 million due under precious metal consignment-type leases. This represents an increase of $42.8 million from the $135.8 million outstanding as of December 29, 2006 and is primarily attributable to an increased quantity of leased precious metal at September 28, 2007.

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

We have a significant amount of retained earnings indefinitely invested outside of the United States. We have not accrued U.S. income and foreign withholding taxes on such foreign earnings because we anticipate that a significant portion of our opportunities for growth in the coming years will be abroad. If these earnings were brought back to the United States, significant tax liabilities could be incurred as several countries in which we operate have tax rates significantly lower than the U.S. statutory rate. We may remit subsidiary earnings if excess cash accumulates in our non-U.S. subsidiaries and it is advantageous for tax and operational purposes to distribute the earnings. As of September 28, 2007, we have accrued U.S. income and foreign withholding taxes on approximately $40.0 million of foreign earnings which we expect to remit to the United States.

All retained earnings are free from legal or contractual restrictions as of September 28, 2007, with the exception of approximately $21.4 million of retained earnings primarily in the PRC, that are restricted in accordance with Section 58 of the PRC Foreign Investment Enterprises Law. Included in the $21.4 million is $2.2 million of retained earnings of FRE of which we own 71%. The amount restricted in accordance with the PRC Foreign Investment Enterprise Law is applicable to all foreign investment enterprises doing business in the PRC. The restriction applies to 10% of our net earnings in the PRC, limited to 50% of the total capital invested in the PRC.

Item 3: Quantitative and Qualitative Disclosures about Market Risk

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

Item 4: Controls and Procedures

An evaluation was performed under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act of 1934 as of September 28, 2007. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that the disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit is recorded, processed, summarized and reported, as specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in these controls or procedures that occurred during the three months ended September 28, 2007 that have materially affected, or are reasonably likely to materially affect, these controls or procedures.

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

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	None

Item 1a.	Risk Factors

	Risk Factors are on page 26.

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	None

Item 3.	Defaults Upon Senior Securities	None

Item 4.	Submission of Matters to a Vote of Security Holders	None

Item 5.	Other Information	None

Item 6.	Exhibits

	(a) Exhibits

	The Exhibit Index is on page 33.

Item 1a: Risk Factors

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

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

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

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

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

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

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

	• may cancel many existing orders;

	• may introduce fewer new products; and

	• may decrease their inventory levels.

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

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

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

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

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

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

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

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

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

	•	successfully integrate or consolidate acquired operations into our existing businesses;

	•	develop or modify the financial reporting and information systems of the acquired entity to ensure overall financial integrity and adequacy of internal control procedures;

	•	identify and take advantage of cost reduction opportunities; and

	•	further penetrate the markets for the product capabilities acquired.

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

	•	cause a disruption in our ongoing business;

	•	distract our managers;

	•	unduly burden our other resources; and

	•	result in an inability to maintain our historical standards, procedures and controls, which may result in non-compliance with external laws and regulations.

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

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

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

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

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

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

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

	• do not submit additional purchase orders;

	• do not enter into new agreements with us; or

	• elect to terminate their relationship with us.

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

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

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

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

	• production delays;

	• increased costs of production;

	• excessive inventory levels and reduced financial liquidity;

	• an inability to make timely deliveries; and

	• a decrease in profits.

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

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

	• precious metals such as silver;

	• other base metals such as copper and brass; and

	• ferrite cores.

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

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

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

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

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

	•	we are unable to enter into new leasing or consignment arrangements with similarly favorable terms after our existing agreements terminate;

	•	our leasing or consignment fees increase significantly in a short period of time and we are unable to recover these increased costs through higher sale prices; and

	•	we are unable to pass through higher base metals costs to our customers.

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

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

	• product quality and reliability;

	• global design and manufacturing capabilities;

	• breadth of product line;

	• customer service;

	• price; and

	• on-time delivery.

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

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

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

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

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

Risks inherent in doing business internationally may include:

	•	the ability to repatriate cash on a timely basis;

	•	economic and political instability;

	•	expropriation and nationalization;

	•	trade restrictions;

	•	capital and exchange control programs;

	•	transportation delays;

	•	foreign currency fluctuations; and

	•	unexpected changes in the laws and policies of the United States or of the countries in which we manufacture and sell our products.

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

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

Shifting our operations between regions may entail considerable expense.

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

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

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

With the exception of approximately $21.4 million of retained earnings as of September 28, 2007 in primarily the PRC that are restricted in accordance with the PRC Foreign Investment Enterprises Law, substantially all retained earnings are free from legal or contractual restrictions. This law restricts 10% of our net earnings in the PRC, up to a maximum amount equal to 50% of the total capital we have invested in the PRC.

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

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

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

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

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

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

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

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

	•	air emissions;

	•	wastewater discharges;

	•	the storage, use, handling, disposal and remediation of hazardous substances, wastes and chemicals; and

	•	employee health and safety.

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

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

Exhibit Index

3.1	Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to our Form 10-K for the year ended December 26, 2003).

3.3	By-laws (incorporated by reference to Exhibit 3.3 to our Form 10-K for the year ended December 27, 2002).

4.1	Rights Agreement, dated as of August 30, 1996, between Technitrol, Inc. and Registrar and Transfer Company, as Rights Agent (incorporated by reference to Exhibit 3 to our Registration Statement on Form 8-A dated October 24, 1996).

4.2	Amendment No. 1 to the Rights Agreement, dated March 25, 1998, between Technitrol, Inc. and Registrar and Transfer Company, as Rights Agent (incorporated by reference to Exhibit 4 to our Registration Statement on Form 8-A/A dated April 10, 1998).

4.3	Amendment No. 2 to the Rights Agreement, dated June 15, 2000, between Technitrol, Inc. and Registrar and Transfer Company, as Rights Agent (incorporated by reference to Exhibit 5 to our Registration Statement on Form 8-A/A dated July 5, 2000).

10.1	Technitrol, Inc. 2001 Employee Stock Purchase Plan (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 dated June 28, 2001, File Number 333-64060).

10.1(1)	Form of Stock Option Agreement (incorporated by reference to Exhibit 10.1(1) to our Form 10-Q for the nine months ended October 1, 2004).

10.2	Technitrol, Inc. Restricted Stock Plan II, as amended and restated as of April 30, 2003 (incorporated by reference to Exhibit 10.2 to our Form 10-Q for the six months ended June 29, 2007).

10.3	Technitrol, Inc. 2001 Stock Option Plan (incorporated by reference to Exhibit 4.1 to our Registration Statement on Form S-8 dated June 28, 2001, File Number 333-64068).

10.4	Technitrol, Inc. Board of Directors Stock Plan, as amended (incorporated by reference to Exhibit 10 to our Form 8-K dated May 18, 2005).

10.5	Credit Agreement, by and among Technitrol, Inc. and certain of its subsidiaries, Bank of America N.A. as Administrative Agent and Lender, and certain other Lenders that are signatories thereto, dated as of October 14, 2005 (incorporated by reference to Exhibit 10.1 to our Form 8-K dated October 20, 2005).

10.6	Lease Agreement, dated October 15, 1991, between Ridilla-Delmont and AMI Doduco, Inc. (formerly known as Advanced Metallurgy Incorporated), as amended September 21, 2001 (incorporated by reference to Exhibit 10.6 to the Company’s Amendment No. 1 to Registration Statement on Form S-3 dated February 28, 2002, File Number 333-81286).

10.7	Incentive Compensation Plan of Technitrol, Inc. (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to our Registration Statement on Form S-3 filed on February 28, 2002, File Number 333-81286).

Exhibit Index, continued

10.8	Technitrol, Inc. Supplemental Retirement Plan, amended and restated January 1, 2002 (incorporated by reference to Exhibit 10.8 to Amendment No. 1 to our Registration Statement on Form S-3 filed on February 28, 2002, File Number 333-81286).

10.8(1)	Technitrol, Inc. Grantor Trust Agreement dated July 5, 2006 between Technitrol, Inc. and Wachovia Bank, National Association (incorporated by reference to Exhibit 10.8(1) to our Form 8-K dated July 11, 2006).

10.9	Agreement between Technitrol, Inc. and James M. Papada, III, dated July 1, 1999, as amended April 23, 2001, relating to the Technitrol, Inc. Supplemental Retirement Plan (incorporated by reference to Exhibit 10.9 to Amendment No. 1 to our Registration Statement on Form S-3 filed on February 28, 2002, File Number 333-81286).

10.10	Letter Agreement between Technitrol, Inc. and James M. Papada, III, dated April 16, 1999, as amended October 18, 2000 (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to our Registration Statement on Form S-3 filed on February 28, 2002, File Number 333-81286).

10.10(1)	Letter Agreement between Technitrol, Inc. and James M. Papada, III dated April 25, 2007 (incorporated by reference to Exhibit 10.10(1) to our Form 8-K dated May 1, 2007).

10.11	Form of Indemnity Agreement (incorporated by reference to Exhibit 10.11 to our Form 10-K for the year ended December 28, 2001).

10.12	Technitrol Inc. Supplemental Savings Plan (incorporated by reference to Exhibit 10.15 to our Form 10-Q for the nine months ended September 26, 2003).

10.13	Technitrol, Inc. 401(K) Retirement Savings Plan, as amended (incorporated by reference to post-effective Amendment No. 1, to our Registration Statement on Form S-8 filed on October 31, 2003, File Number 033-35334).

10.13(1)	Amendment No. 1 to Technitrol, Inc. 401(k) Retirement Savings Plan, dated December 31, 2006 (incorporated by reference to Exhibit 10.13(1) to our Form 10-K for the year ended December 29, 2006).

10.14	Pulse Engineering, Inc. 401(K) Plan as amended (incorporated by reference to post-effective Amendment No. 1, to our Registration Statement on Form S-8 filed on October 31, 2003, File Number 033-94073).

10.14(1)	Amendment No. 1 to Pulse Engineering, Inc. 401(k) Plan, dated December 31, 2006 (incorporated by reference to Exhibit 10.14(1) to our Form 10-K for the year ended December 29, 2006).

10.15	Amended and Restated Short-Term Incentive Plan (incorporated by reference to Exhibit 10.15 to our Form 10-K for the year ended December 31, 2005).

10.16	Amended and Restated Consignment Agreement dated October 23, 2007 between Technitrol, Inc. and Sovereign Precious Metals, LLC (incorporated by reference to Exhibit 10.16 to our Form 8-K dated October 25, 2007).

Exhibit Index, continued

10.17	Amended and Restated Consignment Agreement dated July 29, 2005, among Fleet Precious Metals Inc. d/b/a Bank of America Precious Metals, Technitrol, Inc. and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.1 to our Form 8-K dated August 2, 2005).

10.17(1)	First Amendment and Agreement dated March 24, 2006 among Bank of America, N.A., Technitrol, Inc. and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.17(1) to our Form 8-K dated March 28, 2006).

10.17(2)	Second Amendment and Agreement dated May 4, 2006 among Bank of America, N.A., Technitrol, Inc. and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.17(2) to our Form 8-K dated May 4, 2006).

10.18	Fee Consignment and/or Purchase of Silver Agreement dated April 7, 2006 among The Bank of Nova Scotia, Technitrol, Inc. and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.18 to our Form 8-K dated April 7, 2006).

10.18(1)	Letter Amendment dated May 17, 2006 among The Bank of Nova Scotia, Technitrol, Inc. and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.18(1) to our Form 8-K dated May 17, 2006).

10.19	Consignment Agreement dated September 24, 2005 between Mitsui & Co. Precious Metals Inc., and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.19 to our Form 8-K dated March 28, 2006).

10.21	Corporate Guaranty dated November 1, 2004 by Technitrol, Inc. in favor of Mitsui & Co. Precious Metals, Inc. (incorporated by reference to Exhibit 10.21 to our Form 10-Q for the nine months ended October 1, 2004).

10.22	Fee Consignment and/or Purchase of Silver Agreement dated March 30, 2007 among HSBC Bank U.S.A., N.A., Technitrol, Inc and AMI Doduco, Inc. (incorporated by reference to Exhibit 10.22 to our Form 8-K dated April 5, 2007).

10.23	Share Purchase Agreement dated August 8, 2005 among Pulse Electronics (Singapore) Pte. Ltd., as Purchaser, and Filtronic Plc and Filtronic Comtek Oy, as Sellers (incorporated by reference to Exhibit 10.1 to our Form 8-K dated August 11, 2005).

10.24	Sale and Transfer Agreement dated November 28, 2005 among era GmbH & Co. KG, Pulse GmbH, CST Electronics Co., Ltd., and certain other parties named therein (incorporated by reference to Exhibit 10.1 to our Form 8-K dated December 2, 2005).

10.25	CEO Annual and Long-Term Equity Incentive Process (incorporated by reference to Exhibit 10.25 to our Form 10-Q for the six months ended September 29, 2006).

Exhibit Index, continued

10.26	Letter Agreement between Technitrol, Inc. and Michael J. McGrath dated March 7, 2007 (incorporated by reference to Exhibit 10.2 to our Form 10-Q for the six months ended June 29, 2007).

10.30	Schedule of Board of Director and Committee Fees (incorporated by reference to Exhibit 10.30 to our Form 10-Q for the three months ended March 30, 2007).

31.1	Certification of Principal Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

31.2	Certification of Principal Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.

32.1	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Signatures

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

		Technitrol, Inc.

		(Registrant)


November 5, 2007		/s/ Edward J. Prajzner

(Date)		Edward J. Prajzner
		Vice President, Corporate Controller and
		Chief Accounting Officer
		(duly authorized officer, principal accounting officer)