<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   ----------

                                   FORM 10-K

                                   ----------

  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                                     OF 1934

                   For the Fiscal Year Ended December 31, 2005

                        Commission File Number 333-119215

                               AUTOCAM CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

<TABLE>
<S>                                         <C>
                MICHIGAN                                 38-2790152
     (State or Other Jurisdiction of        (I.R.S. Employer Identification No.)
     Incorporation or Organization)
</TABLE>

<TABLE>
<S>                                                      <C>
     4436 BROADMOOR AVENUE SOUTHEAST
           KENTWOOD, MICHIGAN                               49512
(Address of Principal Executive Offices)                 (Zip Code)
</TABLE>

       Registrant's Telephone Number, Including Area Code: (616) 698-0707

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None.

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None.

INDICATE BY CHECK MARK IF THE REGISTRANT IS A WELL-KNOWN SEASONED ISSUER, AS
DEFINED IN RULE 405 OF THE SECURITIES ACT.

                                 Yes [ ] No [x]

INDICATE BY CHECK MARK IF THE REGISTRANT IS NOT REQUIRED TO FILE REPORTS
PURSUANT TO SECTION 13 OR 15(d) OF THE ACT.

                                 Yes [ ] No [x]

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 SUCH
FILING REQUIREMENTS FOR THE PAST 90 DAYS.

                                 Yes [x] No [ ]

INDICATE BY CHECK MARK IF DISCLOSURE OF DELINQUENT FILERS PURSUANT TO ITEM 405
OF REGULATION S-K IS NOT CONTAINED HEREIN, AND WILL NOT BE CONTAINED, TO THE
BEST OF REGISTRANT'S KNOWLEDGE, IN DEFINITIVE PROXY OR INFORMATION STATEMENTS
INCORPORATED BY REFERENCE IN PART III OF THIS FORM 10-K OR ANY AMENDMENT TO THIS
FORM 10-K. [X]

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A LARGE ACCELERATED FILER, AN
ACCELERATED FILER, OR A NON-ACCELERATED FILER. SEE DEFINITION OF "ACCELERATED
FILER" AND "LARGE ACCELERATED FILER" IN RULE 12B-2 OF THE EXCHANGE ACT.

   Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [x]

INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN
RULE 12B-2 OF THE EXCHANGE ACT).

                                 Yes [ ] No [x]

THE COMMON STOCK OF THE REGISTRANT IS NOT PUBLICLY TRADED. THEREFORE, THE
AGGREGATE MARKET VALUE OF THE COMMON STOCK IS NOT READILY DETERMINABLE. AS OF
MARCH 24, 2006, 100 SHARES OF COMMON STOCK, PAR VALUE $.01 PER SHARE, WERE
OUTSTANDING.

                   DOCUMENTS INCORPORATED BY REFERENCE - NONE.

<PAGE>
                                      INDEX

<TABLE>
<CAPTION>
                                                                        PAGE NO.
                                                                        --------
<S>                                                                     <C>
PART I
Item 1.    Business                                                         2
Item 1A.   Risk Factors                                                    12
Item 1B.   Unresolved Staff Comments                                       19
Item 2.    Properties                                                      19
Item 3.    Legal Proceedings                                               20
Item 4.    Submission of Matters to a Vote of Security Holders             20

PART II
Item 5.    Market for Registrant's Common Equity, Related Stockholder
              Matters and Issuer Purchases of Equity Securities            20
Item 6.    Selected Financial Data                                         21
Item 7.    Management's Discussion and Analysis of Financial
              Condition and Results of Operations                          21
Item 7A.   Quantitative and Qualitative Disclosures About Market Risk      36
Item 8.    Financial Statements and Supplementary Data                     38
Item 9.    Changes in and Disagreements With Accountants on
              Accounting and Financial Disclosure                          70
Item 9A.   Controls and Procedures                                         70
Item 9B.   Other Information                                               70

PART III
Item 10.   Directors and Executive Officers of the Registrant              70
Item 11.   Executive Compensation                                          73
Item 12.   Security Ownership of Certain Beneficial Owners and
              Management and Related Stockholder Matters                   78
Item 13.   Certain Relationships and Related Transactions                  78
Item 14.   Principal Accountant Fees and Services                          79

PART IV
Item 15.   Exhibits and Financial Statement Schedules                      80
</TABLE>

<PAGE>

                                  Introduction

Autocam Corporation is a Michigan corporation. We are a wholly-owned subsidiary
of Titan Holdings, Inc., a Delaware corporation, which in turn is a wholly-owned
subsidiary of Micron Holdings, Inc., a Delaware corporation.

In this report, unless the context otherwise requires

-    "Parent" refers to Micron Holdings, Inc., or "Micron",

-    "Holdings" refers to Titan Holdings, Inc., or "Titan",

-    "we," "our" or "us" refer to Holdings together with its consolidated
     subsidiaries, and

-    "Autocam" refers to Autocam Corporation, a wholly-owned subsidiary of
     Holdings.

Unless otherwise indicated, all references in this report to fiscal years are to
the year ending on December 31. Unless the context requires otherwise, all
references in this report to "2003," "2004" and "2005" relate to the fiscal
years ended December 31, 2003, December 31, 2004 and December 31, 2005.

References in this report to

-    Tier I suppliers refer to suppliers, like Delphi Corporation or Visteon
     Corporation, who sell directly to original equipment vehicle manufacturers,

-    OEMs refer to original equipment vehicle manufacturers like DaimlerChrysler
     Corporation, Ford Motor Company or General Motors Corporation, and

-    Tier II suppliers refer to suppliers like us who sell components,
     sub-assemblies and assemblies to Tier I suppliers.


                                        1
<PAGE>

                                     Part I

ITEM 1. BUSINESS

GENERAL

We are a leading independent manufacturer of a diverse mix of highly engineered,
precision-machined, metal alloy components for many of the world's leading Tier
I automotive parts suppliers. We focus on higher value-added products and
emphasize product categories likely to benefit from technological innovation.
Within each of our product categories, we strive to move our product offerings
portfolio up the "value pyramid" described below by focusing on sub-assemblies,
complete assemblies and other products that we believe generate margins above
most of our peers. Our technology and manufacturing know-how allows us to
produce complex parts requiring extremely close tolerances in the single-digit
micron range, with one micron equaling 1/88th the width of a human hair. Given
the high performance and safety critical nature of the applications where our
parts are used, our products very often approach zero-defect quality levels.

We believe our scale and precision manufacturing capabilities provide a
significant competitive advantage over our independent competitors, many of
which are smaller and lack the capital or technology to compete effectively with
us. In addition, our scale allows us to pursue long production runs of high
volume parts, enabling us to lower average manufacturing costs. Our in-house
engineering expertise allows us to fully integrate with customers' application
design and engineering efforts during the prototyping stage, further entrenching
our competitive position. Our expertise has allowed us to achieve sole-source
contracts covering an estimated 80% of our 2005 sales, which we believe provides
greater visibility of and stability to earnings and cash flow.

Our business was established in 1988 as Autocam Corporation, a Michigan
corporation, to manufacture highly engineered, precision-machined, metal alloy
components for automotive parts. On June 21, 2004, Micron Merger Corporation, a
newly formed entity and wholly-owned subsidiary of Parent, merged with and into
Holdings with Holdings continuing as the surviving corporation (the "Merger")
and Autocam becoming an indirect wholly-owned subsidiary of Parent.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K, registration statements and amendments to those filings are filed
with the Securities and Exchange Commission and are available free of charge to
the public at the website maintained by the Securities and Exchange Commission
at www.sec.gov.

OUR PRODUCTS

Our products include precision-machined automotive components, sub-assemblies
and assemblies. Generally, our products are platform neutral because they are
not tied to any specific OEM models or platforms. We sell our products
principally to North American and European Tier I automotive suppliers, which
integrate these components into their own product offerings. These product
offerings are in turn sold directly to OEMs primarily for the manufacture of new
passenger vehicles and light trucks. A typical product life cycle for our
products is five to seven years.

We specifically target product categories that leverage our unique competencies
and that we expect will further entrench our leading market positions. To this
end, we are guided by a conceptual framework we refer to as the Autocam "value
pyramid." We use the value pyramid to guide decisions regarding which product
categories to target, which new business opportunities to pursue within each
product category and which existing programs to exit. Our ultimate goal is to
move our product offering up the value pyramid. The higher levels of the value
pyramid generally include products where we are involved from the prototype
stage, including specialty products, sub-assemblies, assemblies and selected
products for niche applications. These products typically have the following
characteristics:

-    high engineering and design content;

-    very close manufacturing tolerances at high volumes;

-    use of proprietary manufacturing know-how and specialty manufacturing
     equipment; and

-    high customer switching costs.

We manufacture and sell over 200 types of precision automotive components for
five primary product categories. We are a leading independent manufacturer of
precision-machined components, sub-assemblies and assemblies in all five product
categories in which we operate.


                                       2

<PAGE>

-    Steering is our largest product category. Within the steering product
     category, we manufacture valve assemblies, as well as components like
     sleeves, torsion bars, input shafts, pinions and worms. These components
     are integrated into products that are sold primarily into the European and
     North American operations of OEMs.

-    Fuel delivery is our second largest product category. Within the fuel
     delivery product category, we manufacture components like disk checks, pole
     pieces, valves, seat guides, diesel pump bodies, diesel cases, sleeves and
     inlet tubes. These components are integrated into products that are sold
     primarily into the North American operations of OEMs.

-    Within the braking product category, we manufacture components like
     sleeves, push rods, seats and valve rods. These components are integrated
     into products that are sold into European and North American operations of
     OEMs.

-    Our products within the electric motors product category primarily include
     gears, gear sub-assemblies and worm shafts. These components are integrated
     into products that are sold primarily into the European operations of OEMs.

-    Within the airbag product category, we manufacture components like collars,
     adaptors, projectiles, chargeholders and diffusers. These components are
     integrated into products that are sold primarily into the North American
     operations of OEMs.

In addition to our core products categories, we also manufacture components and
assemblies for other automotive applications and for medical devices. Our
components are used in the following medical devices:

-    hand pieces for use in ophthalmic surgery;

-    spinal, hip, knee, and shoulder implant systems;

-    blood cleaning and separation equipment, ultrasonic imaging equipment and
     DNA testing equipment; and

-    laser cut coronary and aortic stents.

Our customers are among the leaders in their respective markets for ophthalmic
surgical devices, orthopedic devices and minimally invasive stent delivery
systems.

INDUSTRY TRENDS

We primarily operate within the automotive parts industry. The markets in that
industry are very fragmented, niche markets where most of our independent
competitors are much smaller. Currently, we believe several significant existing
and emerging trends are impacting the automotive industry. We believe our
business is well positioned to benefit from these trends, including:

OUTSOURCING TRENDS BY TIER I SUPPLIERS. Over the past several years, Tier I
automotive suppliers have continued a trend toward outsourcing automotive parts
and systems to focus on their core design, development, assembly and marketing.
We believe that Tier I suppliers are increasingly re-evaluating their own
in-house machining operations with a focus on reducing costs through increased
outsourcing of individual parts and assemblies to suppliers capable of global
delivery. Independent suppliers are frequently able to achieve lower production
costs per unit than Tier I suppliers and therefore can offer significant cost
saving opportunities. We expect this trend to continue and believe that both our
precision manufacturing base and global presence position us well to continue to
increase our penetration of the Tier I precision parts market.

INCREASING DEMAND FOR GLOBAL CAPABILITIES. OEMs and Tier I suppliers continue to
expand their operations globally to capitalize on market opportunities. As these
end use customers expand their geographic reach, they increasingly look to
suppliers with the global capabilities to service their needs in those same
locations. Suppliers with leading market positions and global capabilities have
a competitive advantage and are best positioned to benefit from these trends. In
2005, we serviced our top six customers from more than one of our production
locations.

INCREASING DEMAND FOR SAFETY AND CONVENIENCE FEATURES. We expect that growing
regulatory and consumer demand for safety and convenience features will continue
to drive growth across a number of our product categories. The demand for these
features typically drives OEM design changes and provides an opportunity to
further increase our sales. We believe we will benefit from new and expanding
product demand in a number of our product categories, including:

-    Steering -- Steering demand is expected to increase with the worldwide
     emergence of electric power-assisted steering;


                                       3

<PAGE>

-    Braking Systems -- We believe pressure from consumers and regulatory
     agencies for safer vehicles will continue to put pressure on brake system
     suppliers to develop advanced systems that reduce stopping distances and
     control the vehicle during hard stopping and crash avoidance situations and
     that typically require improved technology and higher value-added precision
     manufactured components;

-    Electric Motors -- Consumers continue to demand more convenience, comfort
     and safety features in their vehicles, including seat adjusters, sunroofs,
     lumbar supports, power sliding doors and power lift gates. CSM Worldwide,
     Inc., an independent market research firm for the automotive industry
     ("CSM"), expects the demand for these conveniences to increase to an
     average of 38 electric motors per vehicle in 2006 from an average of 26
     electric motors per vehicle in 2000; and

-    Airbags -- We believe growing customer demand for safety as well as
     regulatory activity will continue to increase airbag content in new
     vehicles principally from the demand for side and curtain airbags and a
     move toward "smart" airbags, which are airbag systems in which deployment
     is electronically controlled and typically require double the number of
     machined parts.

DIESEL FUEL TRENDS. Given ongoing requirements for improved emissions and better
fuel consumption, fuel systems are an area of constant focus for OEMs. Diesel
engines, though not as common in North America, represented over 45% of the
European fuel injection market in 2005. Diesel engines continue to gain
popularity for their fuel efficiency, relative environmental friendliness and
durability. New technological advancements in diesel fuel injectors, including
common rail fuel delivery and other forms of diesel direct injection, will
require higher value-added precision manufactured components and assemblies than
traditional gasoline systems. We believe our experience in the manufacture of
diesel components in Europe and North America positions us well to capture
increased volume from potential diesel penetration in both locations.

CONTINUED PENETRATION OF IMPORT-BRAND OEMS IN NORTH AMERICA. Import-brand OEMs,
including Toyota, Honda and Nissan, continue to increase their manufacturing
presence in North America. The North American market share of import-brand OEMs
has grown from 28.8% in 1997 to 43.6% in 2005. CSM expects import-brand OEMs to
capture 48.3% of the North American market by 2008. We believe there is an
opportunity to take advantage of this trend by increasing our sales to Tier I
suppliers that currently sell to import-brand OEMs.

COMPETITIVE STRENGTHS

INDUSTRY LEADER IN STRATEGICALLY TARGETED MARKETS. We are a leader in
fragmented, niche markets. We specifically target those product categories that
are likely to grow quicker than the overall industry, offer extensive
value-added and higher margin product opportunities and are likely to benefit
from technological change. We have continuously refined our processes and
customized production equipment to provide state-of-the-art precision machining
capabilities, enabling us to enhance our position as a valued supplier to our
global Tier I customers. Our products contain a high degree of engineering
content and require precision manufacturing processes in order to meet the
performance requirements of these critical components. Moreover, we believe that
as our customers continue to rationalize their supplier bases and re-evaluate
their own in-house precision machining capabilities, we will be able to leverage
our leading position to gain increased market share.

BUSINESS VISIBILITY SUPPORTED BY LONG-TERM CONTRACTS. The majority of our
products are sold under long-term, sole-source contracts that provide visibility
on our future sales and cash flow. We focus our new product development efforts
on securing long-term, sole-source contracts with Tier I automotive suppliers.
Substantially all of our expected 2006 sales will be under existing contractual
agreements, with much of the related capital expenditures and start-up costs
already incurred. We believe that over 80% of our expected sales volumes through
2007 will come from products and customers already under contract. The long-term
nature of our contracts permits us to achieve meaningful manufacturing cost
reductions and sustain or improve our margins throughout a product's lifecycle
as we pursue continuous manufacturing improvements.

WELL ENTRENCHED POSITIONS WITH TIER I CUSTOMER BASE. We have aligned our
business with many of the world's leading Tier I suppliers. The strength of our
customer relationships is evidenced by the fact that our top 10 customers have
been customers for an average of more than 18 years. We believe our reputation
for close tolerance, high precision manufacturing expertise provides us with a
strong competitive advantage that will allow us to continue to increase our
sales to both new and existing customers. Our products typically have
applications in performance-critical or safety-related applications that place a
premium on quality and reliability, mitigating our customer's incentive to
switch suppliers. Although our products are critical to the reliability and
durability of our customer's products, they typically represent only a small
portion of their overall system cost. Moreover, we strategically target those
Tier I suppliers that are best positioned to grow within our core product
categories. Our customers include 10 of the 15 largest global Tier I automotive
suppliers, including ZF Friedrichshafen AG ("ZF"), TRW, Delphi, Bosch and
Siemens VDO Automotive AG.


                                       4

<PAGE>

DIVERSE BUSINESS MIX. We supply a diverse range of precision products on a
global basis to a broad group of customers. Our diversity across products,
geography and automobile platforms provides stability and predictability to our
business. Our precision products are provided to key Tier I suppliers who
typically use them in critical products and systems for numerous vehicle models
from many of the world's major automobile manufacturers, including BMW,
DaimlerChrysler Corporation, Ford Motor Company, General Motors Corporation,
Honda, Nissan, Toyota Motor Company and Volkswagen AG. Our products are
typically automobile platform neutral, mitigating our exposure to any single
vehicle model or platform. We support our global customer base from 15
strategically located manufacturing facilities in North America (7), France (4),
Brazil (3) and Poland (1). Our geographic reach allows us to lower shipping
costs, reduce delivery times and provide opportunities to grow with our
customers in their local markets.

Our breakdown of sales in 2005 by product category, geography and customer was:

                                   BY CATEGORY

<TABLE>
<S>               <C>
Power steering    34.9%
Fuel injection    31.2%
Braking            9.3%
Electric motors    7.4%
Air bags           5.0%
Medical devices    4.6%
Other              7.6%
</TABLE>

                                  BY GEOGRAPHY

<TABLE>
<S>             <C>
North America   45.7%
Europe          45.7%
South America    8.6%
Asia (1)
</TABLE>

                                   BY CUSTOMER

<TABLE>
<S>      <C>
ZF       18.1%
TRW      16.4%
Delphi   15.1%
Bosch    11.7%
Other    38.7%
</TABLE>

----------
(1)  Our Asian facility had not yet begun production as of December 31, 2005.

CULTURE OF LEAN MANUFACTURING AND CONTINUOUS IMPROVEMENT. We have built a
pervasive culture centered on lean manufacturing, quality management and
continuous improvement. In many cases, our management team considers us to be
"best in class" in continuous process improvement. Our "Autocam Production
System" incorporates lean manufacturing philosophies and other techniques into
our operations, resulting in operational excellence that has allowed us to
achieve improved margins over time. Our focus on long-term, high volume
components allows us to fully leverage our continuous improvement and cost
reduction capabilities.

EXPERIENCED AND MOTIVATED MANAGEMENT TEAM. We are led by an experienced
management team that averages 20 years of automotive parts manufacturing
experience. The senior management team has been led by our president, John C.
Kennedy, who has held that position with Autocam since he first acquired Autocam
in 1988. The current management team has been responsible for developing and
executing our strategy, which is focused on manufacturing expertise, profits,
cash flow and profitable return on invested capital, or ROIC, throughout the
product life cycle. Moreover, our senior management has deep experience with our
current customer base and extensive relationships throughout the automotive
industry. Mr. Kennedy and others in the management team own in the aggregate
21.0% of Parent on a fully-diluted basis.

BUSINESS STRATEGY

Our goals are to continue to increase our leading market position and leverage
our manufacturing expertise and customer relationships to increase our sales and
cash flow. Our strategy to achieve these goals includes the following
initiatives:

FOCUS ON HIGH GROWTH AND HIGHER VALUE-ADDED PRODUCT OFFERINGS. We seek to focus
our design, engineering and manufacturing expertise on higher value-added
products, sub-assemblies and assemblies that are not easily manufactured. By
moving up the value pyramid to the highest precision products, we expect to
leverage our technologically-advanced manufacturing expertise and increase our
ROIC. In addition, we seek to align our development efforts on new products in
categories that we believe will benefit from technological innovation and grow
faster than the industry. For example, in late 2004 and 2005, we demonstrated
our ability to provide value-added products and services by performing all of
the design, assembly and testing of a custom-tailored, complete hydraulic power
steering valve assembly for ThyssenKrupp Presta Steertec specifically used in
Mercedes Benz M-Class and Jeep Grand Cherokee vehicles.


                                       5

<PAGE>

ALIGN SALES AND MARKETING EFFORTS WITH LEADING TIER I SUPPLIERS. We seek to
focus our sales and marketing efforts on Tier I suppliers that can maintain or
achieve leadership positions in our product categories. By focusing our efforts
on these customers during the design and prototype stages of product
development, we are able to secure early access to new products and better
position ourselves to supply higher value-added components and sub-assemblies.
This integrated approach allowed us to achieve sole-source contracts covering an
estimated 80% of our 2005 sales. In addition, as the incumbent manufacturer, we
are well positioned to leverage our manufacturing expertise onto next generation
parts and secure additional sales and volumes with our customers.

EXPLOIT TECHNICAL MANUFACTURING STRENGTH. We are recognized by our customers as
a leading independent manufacturer of precision-machined, extremely close
tolerance metal alloy components for high technology automotive applications. We
produce these components through various processing techniques like high
precision automatic and computer numerically controlled, or CNC, turning, rotary
transfer, precision milling and precision grinding. From product development to
final delivery, we employ state of the art manufacturing technologies and
processes. Moreover, we have continuously refined our processes and customized
our production equipment to deliver levels of precision machining capabilities
that we believe provide a competitive advantage versus many of our competitors.
We believe our recognized manufacturing advantage allows us to achieve close
tolerance specifications, approach zero-defect manufacturing and achieve
superior on-time delivery to better serve our customers.

CONTINUOUSLY PURSUE PRODUCTIVITY IMPROVEMENTS AND LEAN MANUFACTURING. We have a
deep culture throughout the organization of continuously pursuing efficiencies
to lower costs and improve cash flows and margins. For example, in 2003 we
consolidated the operations at our Chicago facility with our Kentwood and
Marshall facilities, enabling us to reduce headcount and eliminate duplicate
costs. In France, we have similarly undertaken efforts to reduce headcount and
optimize operations to increase cash flow over the past two years. In addition,
we believe we have identified additional operational initiatives to drive
greater efficiency, lower costs and increase cash flow.

SELECTIVELY PURSUE STRATEGIC ACQUISITIONS. We have successfully completed and
integrated acquisitions that have increased our scale and broadened our product
portfolio. As a result of our strong position in our product categories, the
fragmented nature of markets in which we operate and our prior success in making
acquisitions, we believe we are well positioned to capitalize on potential
acquisition opportunities. We intend to continue to apply a selective and
disciplined acquisition strategy that is focused on improving financial
performance, broadening our product portfolio and increasing our leadership
position.

PRODUCT OVERVIEW

We organize our product lines into the following categories:

-    steering,

-    fuel,

-    braking,

-    electric motors,

-    air bags,

-    medical devices, and

-    other.


                                       6

<PAGE>

Set forth below are our sales by product line for the periods presented:

<TABLE>
<CAPTION>
                            YEARS ENDED
                     ------------------------
PRODUCT CATEGORIES    2003     2004     2005
------------------   ------   ------   ------
(IN MILLIONS)
<S>                  <C>      <C>      <C>
Steering             $ 99.9   $120.2   $121.4
Fuel                  111.0    109.1    108.4
Braking                26.4     30.6     32.5
Electric motors        41.8     39.2     25.6
Air bags               18.5     18.6     17.5
Medical devices         8.1      9.0     15.8
Other                  17.5     23.6     26.6
                     ------   ------   ------
Total revenue        $323.2   $350.3   $347.8
                     ======   ======   ======
</TABLE>

Set forth below are our sales by product line as a percentage of total sales for
the periods presented:

<TABLE>
<CAPTION>
                         YEARS ENDED
                     ------------------
PRODUCT CATEGORIES   2003   2004   2005
------------------   ----   ----   ----
<S>                  <C>    <C>    <C>
Steering              31%    34%    35%
Fuel                  34%    31%    31%
Braking                8%     9%     9%
Electric motors       13%    11%     7%
Air bags               6%     5%     5%
Medical devices        3%     3%     5%
Other                  5%     7%     8%
                     ----   ----   ----
Total revenue        100%   100%   100%
                     ====   ====   ====
</TABLE>

STEERING. We design, engineer and manufacture steering system components,
sub-assemblies and assemblies. Some of our products include sleeves, input
shafts, torsion bars, and integrated pinions and sleeves as well as finished
hydraulic valve assemblies. We entered this product category in 1998 with the
acquisition of Frank & Pignard, S.A. ("F&P"), in France. At the time of the
acquisition, we regarded F&P as a leading independent manufacturer of hydraulic
power steering components and sub-assemblies in Europe. We have leveraged F&P's
leading market position to develop critical components for electric power
assisted steering, or EPAS, including a "torque sensing assembly." These design
efforts have positioned us as an exclusive supplier to a number of leading Tier
I suppliers.

Our steering component sales are predominantly generated in Europe where we
serve many of the leading Tier I steering suppliers. We also have a growing
presence in North and South America where we serve our top customers' local
steering component needs. Our customers have penetration on a diverse OEM
customer base. In Europe, OEM customers for our steering components include BMW,
DaimlerChrysler, Fiat, General Motors, Honda, Nissan, Peugeot, Renault, Toyota
and Volkswagen. In North and South America, OEM customers for our steering
components include DaimlerChrysler, Fiat, General Motors and Peugeot.

Steering demand was historically driven by consumer demand for the comfort and
safety of power steering systems. In 2005, it is estimated that the North
American light vehicle market has achieved almost 100% power steering
penetration with Europe at slightly over 92%. Emerging markets are expected to
continue to see increased penetration of power steering as vehicle offerings
become more sophisticated. We also believe that the use of EPAS technology will
expand market opportunity for us as it becomes more commercially accepted.

We manufacture steering system components at our facilities in Kentwood,
Michigan, Pochons, Ternier, Le Lac and Lecheres, France and Campinas, Brazil.

FUEL. We design, engineer and manufacture fuel delivery system components for
use in both gasoline and diesel powered engines. Our customers' products have
applications in both light vehicles as well as heavy duty trucks and off road
vehicles. Some of the component parts we manufacture include disk checks, pole
pieces, valves, seat guides, diesel pump bodies and diesel cases. Our status as
a value-added supplier positions us to participate in the design or redesign of
our customer's products. For example, we have participated in the design and
manufacture of components for three successive generations of one family of fuel
injectors.


                                       7

<PAGE>

Our fuel delivery systems sales are predominantly generated in North America
where we serve the leading Tier I fuel injector suppliers. We also have a
presence in Europe and South America where we serve our top customers' European
and South American fuel delivery system component needs. Our customers' products
are generally platform neutral. Examples of North America OEM customers for our
fuel delivery components include DaimlerChrysler, Ford, General Motors, Nissan
and Hyundai. Examples of European OEM customers for our fuel delivery components
include Opal, Fiat, DaimlerChrysler and Ford. Examples of South American OEM
customers for our fuel delivery components include Volkswagon and Fiat.

The fuel delivery market has been driven by a shift in technology, first from
carburetion systems to fuel injectors, then from single-port fuel injectors to
the multi-port fuel injectors commonly found on many vehicles today. Emission
standards and performance considerations have each been a factor in this
technology shift. Direct injecting systems, a newer form of fuel injectors, are
gaining popularity and are expected to continue to support growth in this
category. Direct injecting systems spray fuel directly into the cylinder, as
opposed to the intake manifold, and provide increased fuel efficiency. This
technology has become particularly important in Europe, where we have
significant development efforts with a key fuel delivery systems customer. In
addition, new developments in diesel fuel engines including technology-driven
common rail fuel delivery and other diesel injection innovations are expected to
increase the demand for high value component parts for diesel applications. We
have significant development efforts underway to meet the future demand for
diesel direct injection in Europe and North America.

We manufacture fuel delivery system components at our facilities in Kentwood and
Marshall, Michigan, Pochons, Ternier and Lecheres, France, and Campinas and
Pinhal, Brazil.

BRAKING. We design, engineer and manufacture braking system components including
sleeves, seats, valve rods and push rods. We identified this market when luxury
brands like Mercedes Benz and BMW first introduced premium anti-lock braking
safety features to the European market. As the safety advantages of this feature
became apparent, applications for "mass market" anti-lock braking systems
emerged in both Europe and North America. Our growth focus in this category is
on high value-added brake system applications, anti-lock brake systems and
traction control and stability systems. As these systems become increasingly
complex, we believe that the precision required in manufacturing components and
assemblies will also increase.

Our braking system component sales are generated in Europe and North America,
where we serve many of the leading Tier I suppliers. Our customers' products are
generally platform neutral. In Europe, OEM customers for our braking components
include DaimlerChrysler, Fiat and Volkswagen, and in North America, they include
DaimlerChrysler, Ford and General Motors.

We manufacture braking system components at our facilities in Kentwood, Marshall
and Dowagiac, Michigan, Pochons and Ternier, France and Campinas and Pinhal,
Brazil.

ELECTRIC MOTORS. We design, engineer and manufacture electric motor components
including gears, worm shafts, gear sub-assemblies and gear boxes. We identified
this growth market in the mid 1990's when the demand for high torque, safety and
performance critical electric motors was emerging. High value electric motor
applications include window lifts, seat adjusters and windshield wipers. In
2000, we enhanced our position in this product category with the acquisition of
Bouverat Industries, S.A. ("Bouverat") in France. At the time of the
acquisition, we regarded Bouverat as a leading manufacturer of technically
complex gears, shafts and related components for electric motors. The
acquisition of Bouverat provided global manufacturing capabilities and enhanced
our manufacturing skills in this product category.

Our electric motor component sales are predominantly generated in Europe where
we serve many of the leading Tier I suppliers. Our customers' products are
generally platform neutral. OEM customers for our electric motor components
include many of the major OEMs in North America and Europe.

Demand for electric motors has been driven by consumer preference for
convenience, comfort and safety features. Although power windows and windshield
wipers are approaching maximum penetration, other convenience applications
including seat adjusters, sun roofs, convertible tops, electric lumbar supports
and electric mirrors continue to expand. Applications in safety features include
electric braking, electric power steering, hybrid starter motors, hybrid
generators and emission control pumps. We believe OEMs will continue to develop
new applications for electric motors to continue to differentiate their vehicles
including electric massage units, retractable running boards, power folding
mirrors, power door and deck lids and tilting head rests.

We manufacture electric motor components at our facilities in Kentwood,
Michigan, Lecheres, France, Boituva, Brazil and Kamienna Gora, Poland.


                                       8

<PAGE>

AIR BAGS. We engineer and manufacture air bag system components like collars,
adaptors, projectiles, chargeholders, diffusers and bases for customers such as
Autoliv, one of the world's largest producers of air bag systems.

Our air bag system component sales are almost entirely generated in North
America where we serve leading Tier I suppliers. Our customers' products are
generally platform neutral. In North America, OEM customers for our air bag
components include Ford, Honda, Renault/Nissan and Toyota.

We believe the air bag system segment has significant opportunities for future
growth driven by increasing consumer demand and ongoing regulatory activity.
Driver and passenger air bags are now standard on all North American light
vehicles. However, side curtain air bags have only achieved 29% penetration of
North American light vehicles in 2005. CSM predicts that approximately 95% of
North American vehicles will offer side curtain air bags by 2009. We expect
state and federal regulators to continue to encourage and require OEMs to
increase vehicle air bag content. Additionally, we expect pressure and publicity
generated by industry groups, including the Alliance of Automobile Manufacturers
and Insurance Institute for Highway Safety, will spur consumer demand for
increasing use of air bags. We also expect the demand for "smart" or sensing air
bags to contribute to future growth of this category. These air bags have staged
deployments and typically require double the number of precision-machined parts
compared to first generation air bags.

We manufacture air bag system components at our facilities in Kentwood, Marshall
and Dowagiac, Michigan and Campinas, Brazil. In June 2003, we closed the
Chicago, Illinois facility that originally contained Har's operations and
combined it with our Kentwood and Marshall facilities to reduce costs and
improve quality to our customers.

MEDICAL DEVICES. We design and manufacture a number of components and
sub-assemblies primarily for ophthalmic surgical device and orthopedic implant
applications. The bulk of our sales in the medical device category come from
three primary customers, all of which are among the leaders in their respective
markets for ophthalmic surgical and orthopedic implant devices. We manufacture
our components for medical devices at our Hayward, California and Weymouth and
Plymouth, Massachusetts facilities.

OTHER. Examples of some of our other products include components for automatic
and manual transmissions, air conditioning compressors and engine block valve
guides.

SALES AND MARKETING

The substantial majority of our sales are generated under long-term, sole-source
contracts with our customers. Our contracts typically last three to seven years,
but can be shorter or longer. Most of our contracts provide us with sole-source
status, prohibiting our customers from purchasing competing products unless we
fail to maintain prescribed levels of production quality or quantity. Our
customers typically provide quarterly or annual expected production volume
estimates, based on anticipated OEM production volumes that we in turn utilize
to schedule production. These contracts often mandate annual price concessions
of between 1% and 3%, which we have historically offset by manufacturing
efficiency gains over the life of a product.

We undertake minimal advertising as most of our target customers have a working
knowledge of our precision capabilities. We have built our sales department and
crafted its culture on the premise that a properly serviced and satisfied
customer will ultimately provide the best opportunity for market and customer
expansion. Customer development activity is a collaborative effort led by our
customer development engineers, or CDEs. The CDE's main focus is the growth and
development of specific customers, while providing support at customer locations
for manufacturing teams. The CDE is also able to gather critical customer and
competitive intelligence regarding new product and market opportunities. Outside
representatives are occasionally assigned to specific customers or regional
areas. We will also use this approach to gain access to important new markets or
regions where a presence is essential to the long-term business plan. For
example, we employ independent agents in Germany and Eastern Europe to gain
access to specific customers of strategic significance.


                                       9

<PAGE>

We view customer management as the activity required to maintain and manage
customer relationships profitably. Due to the specific focus on customer
satisfaction, the CDE is regarded as the "voice of the customer," providing
timely feedback to quality, delivery and customer service issues. The CDE
provides a critical link to the manufacturing product teams. Often, the CDE acts
as the front-line liaison at the customer's facility or leads meetings with the
customer regarding product or process issues. The CDE's involvement, facilitated
by the fact that the CDE is often located on site, can also be critical in
making sure that customer-derived satisfaction scores are accurate and that
quality costs are minimized. In many cases, the CDE provides the necessary
guidance as to the long-term strategy employed by a given individual customer.
For example, CDE feedback to the sales management team may help determine if we
decide to grow, maintain, or, in some cases, elect to terminate a particular
customer relationship.

Our market development specialists use their technical expertise and knowledge
side-by-side with our customers to thoroughly understand a customer's
requirements, offer solutions to these needs, and then coordinate a
manufacturing strategy to satisfy the technological and performance requirements
of the customer's applications. Currently, we have market development
specialists and teams in steering, fuel delivery and electric motor product
groups. Examples of past activities of our market development specialists
include:

-    the development of a proprietary design for column mounted EPAS
     applications for a European customer;

-    the development of a hydraulic steering valve and associated manufacturing
     processes for applications in North America; and

-    the development of several fuel injection products with key customers,
     including a unique variable stroke solenoid valve assembly for gasoline
     direct injection.

MANUFACTURING

From initial product development and component design stage to delivery of the
finished product, we employ state-of-the-art manufacturing technologies and
processes. We primarily utilize a wide range of precision machining
technologies, including high-precision automatic and CNC turning, rotary
transfer, precision milling and precision grinding, to meet a wide range of
customer specifications. The components we manufacture are carefully and
efficiently processed through a variety of high precision finishing methods like
ultrasonic cleaning and assembled into a value-added assembly or sub-assembly or
shipped directly to a customer for use in its products.

For example, we manufacture key components for steering systems using precision
turning, grinding and milling methods in various facilities. These components
are then matched with key purchased components, like seals, clips and housings,
and assembled using specialty precision assembly equipment in our Kentwood,
Michigan facility. This assembly is then balanced according to unique vehicle
performance specifications, tested, packed and shipped to our customer who then
adds our valve to their steering gear product. In this example, we have refined
our processes and, in some cases, customized production equipment to achieve
world class precision manufacturing capabilities.

We also believe our in-house tooling capability provides us a unique advantage.
We have the capability to manufacture precision cutting tools and to reconfigure
specialized machine tools. These capabilities provide a competitive advantage as
product launch times are reduced, specialized machines are available for use on
future programs and proprietary know-how is maintained within the organization.

RESEARCH, DEVELOPMENT AND TECHNOLOGY

Our objective is to offer superior quality, technologically-advanced products to
our customers at competitive prices. To this end, we engage in ongoing
engineering, research and development activities to improve the reliability,
performance and cost effectiveness of existing products and to design and
develop new products for existing and new applications. We believe our
technology and research and development support are among the best in our
industry.

Our research and development program is specifically designed to develop new
products and applications, develop improved cost effective manufacturing and
support processes and assist in marketing new products. Many of our customers
work in partnership with our technical representatives to develop new, more
competitive products. At the same time, our engineering staff also works
independently to design new products, improve performance and technical features
of existing products and develop methods to lower manufacturing costs.


                                       10

<PAGE>

PATENTS AND TRADEMARKS

In limited cases, we rely on a combination of patents, trade secrets,
trademarks, copyrights and other intellectual property rights, non-disclosure
agreements and other protective measures to protect our proprietary rights. More
commonly, we also rely on unpatented know-how and trade secrets and employ
various methods, including confidentially agreements with third parties,
employees and consultants, to protect our trade secrets and know-how. We do not
believe that any individual item of our intellectual property is material to our
business.

COMPETITION

Our competitors include Tier I suppliers as well as independent domestic and
international suppliers. Many of these Tier I suppliers are larger companies
that have greater financial resources than us and are also our most important
customers. Over the past several years, Tier I suppliers have trended toward
outsourcing the products we make, which we believe will reduce competition from
those entities in the future.

We compete primarily on the basis of quality and price, and we believe that a
number of barriers to entry will serve to protect our competitive position. In
general, our markets are highly fragmented with few independent competitors able
to match our geographic footprint and the depth and breadth of our product
offerings. Our well-entrenched position with Tier I suppliers gives us an
advantage to source new business from these customers. Further, our independent
competitors will not be able to match our global capabilities without a
substantial investment in new facilities. Finally, development of new products
is capital intensive, and we believe many of our smaller competitors lack
sufficient financial resources to make the necessary investments in new product
lines.

SOURCES AND AVAILABILITY OF RAW MATERIALS

The most important raw material we purchase is steel. We purchased approximately
$66.5 million of steel in 2005, representing 21.7% of our total cost of goods
sold. We purchase primarily high value-added specialty steel, which has
historically experienced more stable pricing than commodity steel. The price of
commodity steel is subject to cyclical fluctuation and cost increases were
significant in 2004 and, to a lesser degree, in 2005. We are often able to pass
through price changes through contractual price escalators and de-escalators
tied to raw material costs. Further, we estimate that we can recoup a portion of
any price increase of steel in the scrap steel market through the increased
prices we receive for scrap steel left over from our manufacturing processes.

Our purchasing strategy is to deal with only high quality, dependable suppliers.
We believe that we have maintained strong relationships with our key suppliers
and that these relationships will continue into the foreseeable future. Based on
our experience, we expect that adequate quantities of steel will be available at
market prices.

EMPLOYEES

Set forth below is a distribution of our workforce by geographic segment as of
the end of 2005:

<TABLE>
<CAPTION>
                                  TOTAL
                                EMPLOYEES
                                ---------
<S>                             <C>
North America (United States)       746
Europe (France and Poland)        1,191
South America (Brazil)              674
Asia (China)                          1
                                  -----
                                  2,612
                                  =====
</TABLE>

None of our North American, Polish or Asian employees are covered by collective
bargaining agreements. Governmental unions represent all of our French and South
American employees. We consider our relations with our employees to be good.


                                       11

<PAGE>

ENVIRONMENTAL MATTERS AND GOVERNMENT REGULATION

Our past and present operations as well as our past and present ownership and
operations of real property are subject to federal, state, local and foreign
environmental laws and regulations pertaining to emissions to air, discharge to
waters and the generation, handling, storage, transportation, treatment and
disposal of waste and other materials. We believe that our operations and
facilities are being operated in compliance, in all material respects, with
applicable environmental, health and safety laws and regulations. However, we
cannot predict with any certainty that we will not in the future incur liability
under environmental statutes and regulations with respect to non-compliance with
environmental laws, contamination of sites formerly or currently owned or
operated by us, including contamination caused by prior owners and operators of
these sites, or the off-site disposal of hazardous substances.

Like any manufacturer, we are subject to the possibility that we may receive
notices of potential liability, pursuant to the Comprehensive Environmental
Response, Compensation and Liability Act, or CERCLA, or analogous state laws,
for cleanup costs associated with offsite waste recycling or disposal facilities
at which wastes associated with its operations have allegedly come to be
located. Liability under CERCLA is strict, retroactive and joint and several. No
such notices are currently pending.

FORWARD-LOOKING STATEMENTS

This report includes "forward-looking statements," within the meaning of Section
27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934
(the "Exchange Act") with respect to our financial condition, results of
operations and business and our expectations or beliefs concerning future
events. Statements that are predictive in nature that depend upon or refer to
future events or conditions or that include words such as "believes," "expects,"
"anticipates," "estimates," "intends," "plans," "targets," "likely," "would,"
"could" and similar expressions are forward-looking statements.

All forward-looking statements involve risks and uncertainties. Many risks and
uncertainties are inherent in our industry and markets. Others are more specific
to our operations. The occurrence of the events described and the achievement of
the expected results depend on many events, some or all of which are not
predictable or within our control. Actual results may differ materially from the
forward-looking statements contained in this report.

Factors that could cause actual results to differ materially from those
expressed or implied by the forward-looking statements include:

-    risks associated with our substantial indebtedness, leverage and debt
     service;

-    the cyclical nature of the automotive industry;

-   performance of our business and future operating results;

-    general business and economic conditions, particularly an economic
     downturn;

-    the loss of one or more significant customers;

-    changes in prices in and availability of raw materials;

-    risks of increased competition and pricing pressures in our existing and
     future markets;

-    loss of any key executives;

-    increases in the cost of compliance with laws and regulations, including
     environmental laws and regulations;

-    risks related to our acquisition strategy and integration of acquired
     businesses;

-    fluctuations in currency exchange and interest rates;

-    risks associated with international operations;

-    catastrophic loss of any of our key manufacturing facilities;

-    seasonality; and

-    the other risks described as "Risk Factors" below.

All future written and verbal forward-looking statements attributable to us or
any person acting on our behalf are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section. We undertake no
obligation, and specifically decline any obligation, to publicly update or
revise any forward-looking statements, whether as a result of new information,
future events or otherwise. In light of these risks, uncertainties and
assumptions, the forward-looking events discussed in this report might not
occur.

ITEM 1A. RISK FACTORS

If any of the following risks actually occur, our business, results of
operations and financial condition could be adversely affected.


                                       12

<PAGE>

WE HAVE SUBSTANTIAL INDEBTEDNESS, WHICH COULD AFFECT OUR ABILITY TO MEET OUR
OBLIGATIONS AND MAY OTHERWISE RESTRICT OUR ACTIVITIES.

As of December 31, 2005, we had total indebtedness for borrowed money of
approximately $291.2 million. In addition, at that date, $28.9 million was
available for future borrowings under the multi-currency revolving credit
facility and E9.3 million was available to our French subsidiary, Autocam
France, SARL under the euro-denominated revolving credit facility of our senior
credit facilities. We are also permitted under the terms of the indenture
governing our senior subordinated notes, or the "Notes," to incur additional
indebtedness in the future provided that we comply with certain financial ratios
or tests. Any additional indebtedness could intensify the leverage related risks
described below.

Our substantial indebtedness could:

-    make it more difficult for us to satisfy our obligations under our
     indebtedness;

-    require us to dedicate a substantial portion of our cash flow to payments
     on our indebtedness, which would reduce the amount of cash flow available
     to fund working capital, capital expenditures, product development and
     other corporate requirements;

-    increase our vulnerability to general adverse economic and industry
     conditions, including changes in currency exchange rates;

-    limit our ability to respond to business opportunities;

-    limit our ability to borrow additional funds or refinance existing
     indebtedness, which may be necessary; and

-    subject us to financial and other restrictive covenants, which, if not
     complied with, could result in an event of default.

TO SERVICE OUR INDEBTEDNESS, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

Our ability to make payments on our indebtedness and to fund planned capital
expenditures and research and development efforts will depend on our ability to
generate cash in the future. This, to an extent, is subject to general economic,
financial, competitive, legislative, regulatory and other factors, including
those described in this "Risk Factors" section, that are beyond our control.

Our business may not generate sufficient cash flow from operations or we may be
unable to borrow additional funds under our senior credit facilities or
otherwise in amounts sufficient to enable us to pay our indebtedness or to fund
our other liquidity needs. We may need to refinance all or a portion of our
indebtedness on or before maturity. We cannot provide any assurances that we
will be able to refinance any of our indebtedness on commercially reasonable
terms or at all. If we are unable to generate sufficient cash flow to refinance
our debt obligations on favorable terms, it could have a significant adverse
effect on our financial condition.

THE INDUSTRIES IN WHICH WE OPERATE DEPEND UPON GENERAL ECONOMIC CONDITIONS AND
ARE HIGHLY CYCLICAL.

Our financial performance depends on conditions in the global automotive
industry, and, generally, on the North American and European economies. Our
sales to customers in the automotive and light-duty truck industries accounted
for substantially all of our sales in 2005. Demand in the automotive industry
fluctuates significantly in response to overall economic conditions and is
particularly sensitive to changes in interest rate levels, consumer confidence
and fuel costs. Any sustained weakness in demand or downturn in the economy
generally could have a material adverse effect on our business, results of
operations and financial condition.

Our sales are also impacted by inventory levels and OEM production levels. We
cannot predict when OEMs will decide to either build or reduce inventory levels
or whether new inventory levels will approximate historical inventory levels.
This may result in variability in our performance. Uncertainty regarding
inventory levels has been exacerbated by favorable consumer financing programs
initiated by OEM manufacturers, which may accelerate sales that otherwise would
occur in future periods. In addition, we have historically experienced sales
declines during the OEMs' scheduled shut-downs or shut-downs resulting from
unforeseen events. Continued uncertainty and other unexpected fluctuations could
have a material adverse effect on our business, results of operations and
financial condition.

The Tier I supplier industry is also cyclical, and in large part, dependant on
the overall strength of consumer demand for various types of motor vehicles. A
decrease in consumer demand for motor vehicles in general or specific types of
vehicles could have a material adverse effect on our business, results of
operations and financial condition.


                                       13

<PAGE>

OUR BASE OF CUSTOMERS IS CONCENTRATED AND THE LOSS OF BUSINESS FROM OR
BANKRUPTCY OF A MAJOR CUSTOMER OR A CHANGE IN AUTO CONSUMER PREFERENCES OR
REGULATIONS COULD HAVE A MATERIAL ADVERSE EFFECT ON US.

Because of the relative importance of our largest customers and the high degree
of concentration of OEMs in the North American automotive industry, our business
is exposed to a high degree of risk related to customer concentration. Our seven
largest customers accounted for 76.6% of our sales in 2005. Although we have
long-term contracts with many of our customers, some of our customers are not
subject to long-term contracts or may have the ability to terminate their
contracts with us. The loss or bankruptcy of a major customer or a significant
reduction in sales to a major customer could have a material adverse effect on
us. For example, on October 8, 2005, Delphi and its United States subsidiaries
filed for bankruptcy protection under Chapter 11 of the U.S. Bankruptcy Code.
See discussion in Item 7 of this report.

Our customers consist primarily of Tier I suppliers, like ZF, TRW, Delphi and
Bosch, that serve the large OEMs. Accordingly, while sales directly to OEMs
accounted for an insignificant percentage of our sales, due to our significant
Tier I customer base, adverse performance by, the bankruptcy of or production
cuts at these OEMs could also adversely impact our sales to Tier I suppliers.
Our sales and performance are also influenced by consumer preferences,
regulatory changes and OEM new vehicle financing programs. In addition,
government regulations, including those relating to fuel economy, could impact
vehicle content and volume and, accordingly, have a material adverse impact on
us.

INCREASES IN OUR RAW MATERIAL OR ELECTRICITY COSTS OR THE LOSS OF A SUBSTANTIAL
NUMBER OF OUR SUPPLIERS OR A MATERIAL DISRUPTION IN ELECTRICITY SUPPLIES COULD
AFFECT OUR FINANCIAL HEALTH.

The most significant raw material used in our business is steel. Generally, our
raw materials requirements are obtainable from various sources and in the
desired quantities. While we currently maintain alternative sources for raw
materials, our businesses are subject to the risk of price fluctuations and
periodic delays in the delivery of various raw materials and component parts.
The domestic steel industry has experienced substantial financial instability
due to numerous factors, including energy costs and the effect of foreign
competition. As a result of various global economic factors, rising steel prices
could have a negative impact on our financial results. In addition, a failure by
our suppliers to continue to supply us with various raw materials on
commercially reasonable terms, or at all, would have a material adverse effect
on us. Electricity costs are an element of our cost structure. To the extent
there are material fluctuations in electricity costs, our margins could be
adversely impacted. Any material disruption in electricity supplies could delay
our production and could have a material adverse effect on us.

CONTINUING TRENDS AMONG OUR CUSTOMERS WILL INCREASE COMPETITIVE PRESSURES IN OUR
BUSINESSES.

The markets for our products are highly competitive. Our competitors include
component manufacturing facilities of Tier I suppliers, as well as independent
domestic and international suppliers. Some of our competitors are large
companies with in-house machining operations that have greater financial
resources than us. At times, we may be in a position of competing with some of
our own customers, which could have adverse consequences. We believe that the
principal competitive factors for all of our products are product quality and
conformity to customer specifications, design and engineering capabilities,
product development, timeliness of delivery and price. In addition, our
competitors may develop products that are superior to our products or may adapt
more quickly than us to new technologies or evolving customer requirements.
Technological advances by our competitors may lead to new manufacturing
techniques to make our products and make it more difficult for us to compete.
Continuing trends by our customers in many of our markets to limit their number
of outside suppliers may result in increased competition as many competitors may
reduce prices to compete.

In addition, financial and operating difficulties experienced by our major
customers, particularly Delphi, and the OEMs that our customers supply their
products to, may result in further pricing pressures on us. Pricing pressure
from customers has been a characteristic of the automotive parts industry for
many years. Almost all Tier I suppliers have policies of seeking price
reductions each year. We have taken steps to reduce costs and resist price
reductions, but price reductions have impacted our sales and profit margins. We
may also be subject to increased pricing pressures from customers because our
financial information is publicly available. If we are not able to offset
continued price reductions through improved operating efficiencies and reduced
costs, we may lose customers or be compelled to make price concessions that may
have a material adverse effect on our business, results of operations and
financial condition.


                                       14

<PAGE>

We are continually exposed to pressure from our customers to extend payment
terms. Currently, customary industry payment terms in the United States are
30-45 days; however, customers routinely request payment terms of 45-60 days. In
Europe, customary terms exceed 90 days. To the extent we are unsuccessful in
resisting our customers' attempts to lengthen payment terms our liquidity may be
adversely impacted.

We expect competitive pressures in our markets to remain strong. These pressures
arise from existing competitors, other companies that may enter our existing or
future markets and, in some cases, our customers, which themselves may decide to
produce certain items sold by us. There can be no assurance that we will be able
to compete successfully with our existing competitors or with new competitors.
Failure to compete successfully could have a material adverse effect on our
business, results of operations and financial condition.

WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS. IN ADDITION, WE
MAY BE SUBJECT TO INTELLECTUAL PROPERTY LITIGATION AND INFRINGEMENT CLAIMS BY
THIRD PARTIES.

We rely upon proprietary technology and technology advancements to maintain
competitiveness in the market. We generally rely on a combination of unpatented
proprietary know-how and trade secrets, copyrights, trademarks, and, to a lesser
extent, patents in order to preserve our position in the market. Because of the
importance of our proprietary know-how, we typically enter into confidentiality
or license agreements with third parties, employees and consultants, and control
access to and distribution of our proprietary information. We have entered into,
and may enter into in the future, other contractual arrangements with employees
and third parties relating to our intellectual property rights.

Despite efforts to protect our proprietary rights, unauthorized parties may copy
or otherwise obtain and use our products or technology. It is difficult for us
to monitor unauthorized uses of our products. The steps we have taken may not
prevent unauthorized use of technology, particularly in foreign countries where
the laws may not protect our proprietary rights as fully as in the United
States. Although we enter into confidentiality agreements with third parties to
whom we disclose unpatented proprietary know-how and trade secrets, these
methods may not afford complete protection and there can be no assurance that
others will not independently develop similar know-how and trade secrets. If
third parties take actions that affect our rights or the value of our
intellectual property, similar proprietary rights or reputation or we are unable
to protect our intellectual property from infringement or misappropriation,
other companies may be able to use our intellectual property to offer
competitive products at lower prices and we may not be able to effectively
compete against these companies.

Although we believe that our intellectual property rights are sufficient to
allow us to conduct our business without incurring liability to third parties,
we can give no assurance that claims or litigation asserting infringement by us
of intellectual property rights will not be initiated in the future seeking
damages, payment of royalties or licensing fees, or an injunction against the
sale of our products or that we would prevail in any litigation or be successful
in preventing such judgment. In the future, we may also rely on litigation to
enforce our intellectual property rights and contractual rights and, if not
successful, we may not be able to protect the value of our intellectual
property. Regardless of its outcome, any litigation, whether commenced by us or
a third party, could be protracted and costly and could have a material adverse
effect on our business, results of operations and financial condition.

LOSS OF KEY EXECUTIVE OFFICERS COULD WEAKEN OUR BUSINESS EXPERTISE AND OTHER
BUSINESS PLANS.

Our success depends to a significant degree upon the continued contributions of
our senior management team and technical, marketing and sales personnel. Our
employees, including management, may voluntarily terminate their employment with
us at any time. There is competition for qualified employees and personnel in
our industry and there are a limited number of persons with relevant knowledge
and experience. The loss of any of our key executive officers in the future
could significantly impede our ability to successfully implement our business
strategy, financial plans, expansion of services, marketing and other
objectives. We believe that the growth and future success of our business will
depend in large part on our continued ability to attract, motivate and retain
highly-skilled, qualified personnel.


                                       15

<PAGE>

WE MAY BE SUBJECT TO WORK STOPPAGES AT OUR FACILITIES OR AT THE FACILITIES OF
OUR PRINCIPAL CUSTOMERS.

As is common in many European and South American jurisdictions, substantially
all of our 1,191 French and 674 Brazilian employees are covered by country-wide
collective bargaining agreements. There can be no assurance that future issues
with our labor unions will be resolved favorably or that we will not experience
a work stoppage that could materially and adversely affect our business, results
of operations and financial condition. For example, in April 2004, we
experienced a one hour work stoppage by some employees of our French facilities
with respect to compensation negotiations then in progress. These negotiations
concluded and the dispute was resolved. If our unionized workers were to engage
in a strike, work stoppage or other slowdown in the future, we could experience
a significant disruption of our operations, which could have a material adverse
effect on us. In addition, if a greater percentage of our work force becomes
unionized, our business, results of operations and financial condition could be
materially and adversely affected.

Many of our direct or indirect customers have unionized work forces. Strikes,
work stoppages or slowdowns experienced by OEMs or their suppliers could result
in slowdowns or closures of assembly plants where our products are included in
assembled vehicles. In addition, organizations responsible for shipping our
customers' products may be impacted by occasional strikes. Any interruption in
the delivery of our customers' products would reduce demand for our products and
could have a material adverse effect on us.

OUR ACQUISITION STRATEGY MAY BE UNSUCCESSFUL.

As part of our growth strategy, we plan to pursue the acquisition of other
companies, assets and product lines that either complement or expand our
existing business. We cannot assure you that we will be able to consummate any
acquisitions or that any future acquisitions will be able to be consummated at
acceptable prices and terms. We continually evaluate potential acquisition
opportunities in the ordinary course of business, including those that could be
material in size and scope. Acquisitions involve a number of special risks and
factors, including:

-    the focus of management's attention to the assimilation of acquired
     companies and their employees and on the management of expanding
     operations;

-    the incorporation of acquired products into our product line;

-    the increasing demands on our operational systems;

-    the failure to realize expected synergies;

-    possible adverse effects on our reported operating results, particularly
     during the first several periods after the acquisition is complete;

-    the amortization of acquired intangible assets; and

-    the loss of key employees of the acquired businesses.

In pursuing acquisitions, we compete against other automotive part
manufacturers, some of which are larger than us and have greater financial and
other resources than we have. We compete for potential acquisitions based on a
number of factors, including price, terms and conditions, size and ability to
offer cash, stock or other forms of consideration. Increased competition for
acquisition candidates could result in fewer acquisition opportunities for us
and higher acquisition prices. As a company without public equity, we may not be
able to offer attractive equity to potential sellers. Additionally, our
acquisition strategy may result in significant increases in our outstanding
indebtedness and debt service requirements. The terms of the Notes, the senior
credit facilities and the second lien credit facility further limit acquisitions
we may pursue. In addition, the negotiation of potential acquisitions may
require members of management to divert their time and resources away from our
operations.

THE INTEGRATION OF ACQUIRED BUSINESSES MAY RESULT IN SUBSTANTIAL COSTS, DELAYS
OR OTHER PROBLEMS.

We may not be able to successfully integrate our acquisitions without
substantial costs, delays or other problems. We will have to continue to expend
substantial managerial, operating, financial and other resources to integrate
our businesses. The costs of integration could have a material adverse effect on
our operating results and financial condition. These costs include non-recurring
acquisition costs, including accounting and legal fees, investment banking fees,
recognition of transaction-related obligations and various other
acquisition-related costs.

In addition, the pace of our acquisitions of other businesses may materially and
adversely affect our efforts to integrate acquisitions and manage those
acquisitions profitably. We may seek to recruit additional managers to
supplement the incumbent management of the acquired businesses, but may be
unable to recruit additional candidates with the necessary skills.


                                       16
<PAGE>

Although we conduct what we believe to be a prudent level of investigation
regarding the operating and financial condition of the businesses we purchase,
in light of the circumstances of each transaction, an unavoidable level of risk
remains regarding the actual operating condition of these businesses. Until we
actually assume operating control of these business assets and their operations,
we may not be able to ascertain the actual value or understand the potential
liabilities of the acquired entities and their operations. Once we acquire a
business, the risks we are faced with include:

-    the possibility that it will be difficult to integrate the operations into
     our other operations;

-    the possibility that we have acquired substantial undisclosed liabilities;

-    the risks of entering markets or offering services for which we have no
     prior experience; and

-    the potential loss of customers as a result of changes in management.

We may not be successful in overcoming these risks.

FLUCTUATIONS IN CURRENCY EXCHANGE AND INTEREST RATES MAY SIGNIFICANTLY IMPACT
OUR RESULTS OF OPERATIONS AND MAY SIGNIFICANTLY AFFECT THE COMPARABILITY OF OUR
RESULTS OF OPERATIONS BETWEEN FINANCIAL PERIODS.

Our operations are conducted by subsidiaries in countries where the functional
currency is not our reporting currency, the U.S. dollar. The results of the
operations and the financial position of these subsidiaries are reported in the
relevant foreign, or functional, currencies and then translated into U.S.
dollars at the applicable exchange rates for inclusion in our combined financial
statements. As a result, our financial results are impacted by currency
fluctuations between the U.S. dollar and the euro and, to a lesser extent, other
currencies, which are unrelated to our underlying results of operations.

In addition, as of December 31, 2005, $69.6 million, or 23.9%, of our total
indebtedness was denominated in euros. While this helps us match the currency of
some of our revenues and expenses with the currency of our debt repayment
obligations, the carrying value of that indebtedness will fluctuate depending on
currency exchange rates between the U.S. dollar and the euro. To the extent the
U.S. dollar declines against the euro, interest expenses for our
euro-denominated indebtedness will increase for financial reporting purposes.

We are also subject to interest rate risk because we have substantial
indebtedness at variable interest rates. As of December 31, 2005, our interest
was determined on a variable basis on $142.4 million, or 48.9%, of our total
indebtedness. An increase in interest rates of 0.25% will increase interest
expense under our variable rate loans by $0.4 million per year. In March 2006,
through an interest rate swap agreement we fixed the interest rate on $50.0
million of our variable-interest-rate indebtedness at a London Interbank Offered
Rate (LIBOR) of 5.14% for five years.

We incur currency transaction risk whenever we enter into either a purchase or
sale transaction using a currency other than the local currency of the
transacting entity. Further, while we will attempt to repay indebtedness using
cash flows from the same currency under which the indebtedness is denominated,
there are no assurances we will be able to do so. For example, if we are forced
to repay borrowings of ours or our domestic subsidiaries that are denominated in
U.S. dollars with euros, depreciation of the euro against the U.S. dollar will
make the debt repayment more costly in euro terms.

While we may enter into various currency and interest rate hedging contracts, we
cannot assure you that any hedging transactions we might enter into will be
successful or that shifts in the currency exchange or interest rates will not
have a material adverse effect on us.

WE ARE SUBJECT TO TAXATION IN MULTIPLE JURISDICTIONS.

We are subject to taxation primarily in the United States, France, Brazil,
Poland and China. Our effective tax rate and tax liability will be affected by a
number of factors, like the amount of taxable income in particular
jurisdictions, the tax rates in these jurisdictions, tax treaties between
jurisdictions, the extent to which we transfer funds to and repatriate funds
from our foreign subsidiaries, and future changes in the law. Our tax liability
will be dependent upon our operating results and the manner in which our
operations are funded. Generally, the tax liability for each legal entity is
determined either on a non-consolidated basis or on a consolidated basis only
with other entities incorporated in the same jurisdiction. In either case, our
tax liability is determined without regard to the taxable losses of
non-consolidated affiliated entities. As a result, we may pay income taxes in
one jurisdiction for a particular period even though on an overall basis we
incur a net loss for that period.


                                       17

<PAGE>

OUR OPERATIONS OUTSIDE OF THE UNITED STATES ARE SUBJECT TO POLITICAL, INVESTMENT
AND LOCAL BUSINESS RISKS.

Sales by our subsidiaries located outside of the United States accounted for
54.3% of our 2005 sales and an additional 4.9% of our sales in 2005 were derived
from sales of products manufactured in the United States that were sold outside
the United States. As part of our business strategy, we intend to expand our
international operations through internal growth and acquisitions. Sales outside
of the United States, particularly sales to emerging markets, are subject to
other various risks which are not present in sales within the United States that
can materially affect our business, results of operations and financial
condition. In addition to currency exchange and tax risks as discussed above,
these risks include:

-    local political and social conditions, including hyperinflationary
     conditions and political instability in certain countries;

-    devaluation of foreign currencies;

-    potential imposition of limitations on conversion of foreign currencies
     into U.S. dollars and remittance of dividends and payment by foreign
     subsidiaries;

-    potential difficulties in enforcing agreements and collecting receivables
     through certain foreign legal systems;

-    domestic and foreign customs, tariffs and quotas or other trade barriers;

-    increased costs for transportation and shipping;

-    potential difficulties in protecting intellectual property;

-    risk of nationalization of private enterprises by foreign governments;

-    managing and obtaining support and distributions for local operations;

-    potential imposition or increase of restrictions on investment; and

-    required compliance with a variety of laws and regulations.

We cannot provide any assurances that we will succeed in developing and
implementing policies and strategies to address the foregoing factors in a
timely and effective manner in each location where we do business. Consequently,
the occurrence of one or more of the foregoing factors could have a material
adverse effect on the business, results of operations and financial condition of
our international operations.

WE MAY INCUR MATERIAL LOSSES AND COSTS AS A RESULT OF PRODUCT LIABILITY AND
WARRANTY CLAIMS THAT MAY BE BROUGHT AGAINST US.

We face an inherent business risk of exposure to product liability claims in the
event that the use of our current and formerly manufactured or sold products
results, or is alleged to result, in bodily injury and/or property damage.
Although we have not been required to make any material payments in respect of
product liability claims in the past five years, we cannot assure you that we
will not experience any material product liability losses in the future or that
we will not incur significant costs to defend such claims. In addition, if any
of our products are or are alleged to be defective we may be required to
participate in a government-required or manufacturer-instituted recall involving
such products. In the automotive industry, each vehicle manufacturer has its own
policy regarding product recalls and other product liability actions relating to
its suppliers. However, as we move up the value pyramid and become more
integrally involved in the system design process and assume more of the vehicle
system assembly functions, vehicle manufacturers may begin to look to us for
contribution when faced with product liability claims. A successful claim
brought against us in excess of our available insurance coverage or a
requirement to participate in a product recall may have a material adverse
effect on our business, results of operations and financial condition. In
addition, we cannot provide any assurances that claims will not be asserted
against us with respect to former businesses disposed of by us, whether or not
we are legally responsible or entitled to contractual indemnification.

OUR INSURANCE COVERAGE MAY BE INADEQUATE TO PROTECT AGAINST THE POTENTIAL
HAZARDS INCIDENT TO OUR BUSINESS.

We maintain property, business interruption, product liability and casualty
insurance coverage, which we believe is in accordance with customary industry
practices, but we cannot be fully insured against all potential hazards incident
to our business, including losses resulting from war risks or terrorist acts. A
catastrophic loss of the use of all or a portion of our facilities due to
accident, labor issues, weather conditions, national disasters or otherwise,
whether short- or long-term, could have a material adverse effect on us. As a
result of market conditions, premiums and deductibles for some of our insurance
policies can increase substantially and, in some instances, some types of
insurance may become available only for reduced amounts of coverage, if at all.
In addition, there can be no assurance that our insurers would not challenge
coverage for certain claims. If we were to incur a significant liability for
which we were not fully insured or that our insurers disputed, it could have a
material adverse effect on our business, results of operations and financial
condition.


                                       18

<PAGE>

WE ARE SUBJECT TO RISKS AND COSTS ASSOCIATED WITH NON-COMPLIANCE WITH
ENVIRONMENTAL REGULATIONS.

Our operations are subject to federal, state, local and foreign laws and
regulations governing emissions to air, discharge to waters and the generation,
handling, storage, transportation, treatment and disposal of waste and other
materials. While we believe that our operations and facilities are being
operated in compliance in all material respects with applicable environmental
health and safety laws and regulations, the operation of precision metal
machining facilities entails risks in these areas. There can be no assurance
that we will not incur material costs or liabilities, including substantial
fines and criminal sanctions for violations. In addition, potentially
significant expenditures could be required in order to comply with evolving
environmental and health and safety laws, regulations or requirements that may
be adopted or imposed in the future.

WE ARE CONTROLLED BY GS CAPITAL PARTNERS 2000, L.P. ("GSCP 2000"), OTHER PRIVATE
EQUITY FUNDS AFFILIATED WITH GSCP 2000, TRANSPORTATION RESOURCE PARTNERS LP
("TRP") AND OTHER INVESTMENT VEHICLES AFFILIATED WITH TRP, AND THEIR INTERESTS
AS EQUITY HOLDERS MAY CONFLICT WITH THE INTERESTS OF OTHER STAKEHOLDERS.

GSCP 2000, other private equity funds affiliated with GSCP 2000, TRP, and other
investment vehicles affiliated with TRP control, through Parent and Holdings,
our voting interests and have the power to elect a majority of the members of
our board of directors, to change our management and to approve any mergers or
other extraordinary transactions. The interests of GSCP 2000 and TRP may not in
all cases be aligned with the interests of our stakeholders, in particular the
holders of our outstanding debt.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.

ITEM 2. PROPERTIES

Our principal executive offices are located at 4436 Broadmoor Avenue, S.E.,
Kentwood, Michigan 49512.

We lease the majority of the real property used in our operations. We believe
that our properties and equipment are in good operating condition and are
adequate for our present needs.


                                       19

<PAGE>

The following table sets forth our principal manufacturing facilities as of
December 31, 2005:

<TABLE>
<CAPTION>
                                   APPROXIMATE    OWNED OR
           LOCATION              SQUARE FOOTAGE    LEASED                         PRIMARY PRODUCTS
           --------              --------------   --------                        ----------------
<S>                              <C>              <C>         <C>
North America (United States):
   Kentwood, Michigan               190,000         Lease     Fuel, steering, electric motors, air bags, braking
   Marshall, Michigan                57,000         Lease     Fuel, air bags, braking
   Dowagiac, Michigan                70,000         Own       Braking, air bags
   Hayward, California               27,000         Lease     Medical devices
   Weymouth, Massachusetts           13,000         Lease     Medical devices
   Plymouth, Massachusetts           17,000         Lease     Medical devices
Europe:
   France:
      Thyez (Pochons)               194,000         Lease     Fuel, steering, braking
      Thyez (Ternier)               194,000         Lease     Fuel, steering, braking
      Thyez (Le Lac)                 74,000         Lease     Steering
      Marnaz (Perrieres)             91,000          Own      Idle
      Marnaz (Lecheres)              75,000         Lease     Fuel, steering, electric motors
   Poland -
      Kamienna Gora                  75,000         Lease(1)  Electric motors
South America (Brazil):
   Campinas                          50,000         Lease     Steering, fuel, air bags, braking
   Sao Joao Boa Vista                65,000         Lease     Fuel, braking
   Boituva                           36,000         Lease     Electric motors
Asia (China) - Wuxi                  69,000         Lease     Electric motors
Corporate - Kentwood, Michigan       17,000         Lease     Corporate operations
</TABLE>

----------
(1)  In January 2006, we exercised our option to purchase this facility for 1.2
     million Polish Zloties (USD-equivalent of $0.4 million as of December 31,
     2005), 0.2 million Polish Zloties of which had already been paid as of
     December 31, 2005.

ITEM 3. LEGAL PROCEEDINGS

We are not a party to any pending legal proceedings other than ordinary or
routine proceedings incidental to our operations, which, in the opinion of
management, are not expected to have a material adverse effect on our business,
results of operations or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

                                     Part II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES

There is no public trading market for our common stock. Autocam Corporation is a
Michigan corporation and is a wholly-owned subsidiary of Titan Holdings, Inc., a
Delaware corporation, which in turn is a wholly-owned subsidiary of Micron
Holdings, Inc., a Delaware corporation. Since the Merger, we have not paid any
dividends. Our senior credit facilities and second lien credit facility
agreements and the indenture governing the Notes place restrictions on our
ability to pay dividends in the future.


                                       20

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth Holdings' selected consolidated historical
financial data for the years ended December 31, 2001, 2002 and 2003, and for the
six months ended June 30, 2004, reflecting the historical basis of accounting
without any application of purchase accounting for the Merger, and for the six
months ended December 31, 2004 and the year ended December 31, 2005, reflecting
the basis of accounting after purchase accounting for the Merger. All amounts
have been derived from the consolidated financial statements of Holdings. The
following data should be read in conjunction with our consolidated financial
statements and related notes under Item 8 of this report and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" under
Item 7 of this report.

<TABLE>
<CAPTION>
                                                                                 SIX MONTHS ENDED
                                               YEARS ENDED DECEMBER 31,       -----------------------    YEAR ENDED
                                            -------------------------------   JUNE 30,   DECEMBER 31,   DECEMBER 31,
                                               2001       2002       2003       2004         2004           2005
                                            ---------   --------   --------   --------   ------------   ------------
                                                           (predecessor)                         (successor)
                                            ------------------------------------------   ---------------------------
(amounts in thousands)
<S>                                         <C>         <C>        <C>        <C>        <C>            <C>
STATEMENTS OF OPERATIONS DATA:
   Sales                                    $ 236,452   $275,117   $323,210   $184,489     $165,821      $ 347,823
   Cost of sales                              201,757    231,334    280,070    153,426      140,847        306,384
   Goodwill impairment                                                                                      33,000
                                            ---------   --------   --------   --------     --------      ---------
   Gross profit                                34,695     43,783     43,140     31,063       24,974          8,439
   Selling, general and administrative
      expenses                                 16,415     16,698     17,577     17,337       10,566         22,055
                                            ---------   --------   --------   --------     --------      ---------
   Income (loss) from operations               18,280     27,085     25,563     13,726       14,408        (13,616)
   Interest and other expense, net             17,782     15,931     13,872      8,338       13,432         30,354
   Minority interest in net income (loss)         317        (21)
   Tax provision                                1,540      4,635      4,697      3,211          422         (3,800)
   Net loss from joint venture                                                                                  17
                                            ---------   --------   --------   --------     --------      ---------
   Net income (loss)                          ($1,359)  $  6,540   $  6,994   $  2,177     $    554       ($40,187)
                                            =========   ========   ========   ========     ========      =========
</TABLE>

<TABLE>
<CAPTION>
                                          2001       2002       2003       2004       2005
                                        --------   --------   --------   --------   --------
                                                 (predecessor)               (successor)
                                        ------------------------------   -------------------
<S>                                     <C>        <C>        <C>        <C>        <C>
BALANCE SHEET DATA (END OF PERIOD):
   Cash and equivalents                 $  9,830   $  4,996   $  1,075   $  2,117   $ 14,733
   Adjusted working capital (1)           34,190     27,957     22,113     31,543     29,837
   Property, plant and equipment, net    142,758    156,964    173,580    177,285    163,059
   Total assets                          371,700    392,335    409,075    569,432    531,763
   Total debt                            153,071    146,082    133,888    288,781    291,241
</TABLE>

----------
(1)  Adjusted working capital is defined as current assets (excluding cash and
     cash equivalents) less current liabilities (excluding current portion of
     long-term indebtedness).

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The following discussion and analysis should be read in conjunction with and is
qualified in its entirety by reference to our consolidated financial statements
and accompanying notes included in this report. Except for historical
information, the discussions in this section contain forward-looking statements
that involve risks and uncertainties, including those described in "Risk
Factors" in Item 1 of this report. Financial information presented herein as of
dates and for periods prior to and including the date of the Merger on June 21,
2004 (see "Overview" below) is presented as "predecessor" financial information.
Financial information presented herein as of dates and for periods subsequent to
the date of the Merger is presented as "successor" financial information. Future
results could differ materially from those discussed below. See "Forward-Looking
Statements" in Item 1 of this report.


                                       21

<PAGE>

Autocam Corporation is a Michigan corporation and is a wholly-owned subsidiary
of Titan Holdings, Inc., a Delaware corporation, which in turn is a wholly-owned
subsidiary of Micron Holdings, Inc., a Delaware corporation.

In this Item 7 and in Item 7A of this report, unless the context otherwise
requires

-    "Parent" refers to Micron Holdings, Inc., or "Micron", the parent company
     of Titan,

-    "Holdings" refers to Titan Holdings, Inc., or "Titan",

-    "we," "our" or "us" refer to Holdings together with its consolidated
     subsidiaries, and

-    "Autocam" refers to Autocam Corporation, a wholly-owned subsidiary of
     Holdings.

OVERVIEW

We are headquartered in Kentwood, Michigan, and are a leading independent
manufacturer of extremely close tolerance precision-machined, metal alloy
components, sub-assemblies and assemblies, primarily for performance and safety
critical automotive applications. Those applications in which we have
significant penetration include steering, fuel delivery, electric motors,
braking, and air bag systems. We provide these products from our facilities in
North America, Europe, South America and Asia to some of the world's largest
Tier I suppliers to the automotive industry. These Tier I suppliers include
Autoliv, Delphi Corporation, Robert Bosch GmbH, SMI-Koyo, Siemens VDO, TRW
Automotive, Inc. and ZF Friedrichshafen AG. We believe our manufacturing space
is sufficient to meet the needs of our customer's current programs.

We focus primarily on higher value-added categories of strategically targeted
markets. The products we manufacture demand expertise typically exceeding the
capabilities of many of our competitors. We produce complex products in high
volumes where required tolerances are in the single-digit micron range with
quality levels very often approaching zero defects.

A number of factors influence our results of operations, including the
following:

-    Our business is directly impacted by light vehicle production levels,
     primarily in North America and Western Europe. We are also impacted by the
     relative North American market shares of the traditional Big Three
     automakers, DaimlerChrysler Corporation, Ford Motor Company and General
     Motors Corporation. Material changes in either of these factors can have a
     material impact on our sales and profit levels. Market shares of the
     traditional Big Three have declined over the period from January 1, 2003 to
     December 31, 2005. Light vehicle production in North America was 15.9
     million units in 2003, 15.8 million units in 2004 and 15.8 million units in
     2005. In Western Europe, the comparable production rates were 16.2 million
     units in 2003, 16.5 million units in 2004 and 15.8 million units in 2005.
     CSM Worldwide, Inc. ("CSM") forecasts production of 15.8 million units in
     North America and 15.6 million units in Western Europe during 2006.

-    A significant portion of our sales and profits resulted from transactions
     denominated in foreign currencies (primarily the euro and the Brazilian
     real). Those sales and profits have been translated into U.S. dollars, or
     USD, for financial reporting purposes. As a result, the value of the USD
     compared to those foreign currencies in 2003, 2004 and 2005 relative to the
     same periods in the prior years impacted our reported results. The
     following table sets forth, for the periods indicated, the period end,
     period average, and high and low noon New York time buying rates for cable
     transfers as certified for customs purposes by the Federal Reserve Bank of
     New York expressed as USD per euro and USD per Brazilian real. As of March
     24, 2006, the noon buying rate of the euro was $1,20 per euro and of the
     Brazilian real was $.46 per Brazilian real.

<TABLE>
<CAPTION>
                     YEARS ENDED DECEMBER 31,
              ---------------------------------------
                     EURO            BRAZILIAN REAL
              ------------------   ------------------
              2003   2004   2005   2003   2004   2005
              ----   ----   ----   ----   ----   ----
<S>           <C>    <C>    <C>    <C>    <C>    <C>
Average (1)   1.14   1.24   1.25   0.32   0.34   0.41
End of year   1.26   1.36   1.18   0.34   0.38   0.43
High          1.26   1.36   1.35   0.35   0.38   0.46
Low           1.04   1.18   1.17   0.27   0.31   0.36
</TABLE>

----------
(1)  The average rates are the average of noon New York time buying rates on the
     last day of each month during the relevant period.


                                       22
<PAGE>

-    We are routinely exposed to pressure by our customers to offer unit price
     reductions, which is typical of our industry. Through continuous
     improvement and increased efficiencies in our manufacturing and
     administrative processes, we have achieved improvements in margins over
     time in spite of these constant pressures.

Our business and results of operations in 2003, 2004 and 2005 were affected by
the following events:

-    In April 2003, we sold and leased back our Kentwood and Marshall, Michigan
     facilities for $5.8 million, using the proceeds of that sale to prepay some
     of our indebtedness outstanding at the time. Annual lease expense under
     these agreements is $0.6 million.

-    In June 2003, we closed our Chicago, Illinois production facility, moving
     all existing production to our Michigan facilities. Through the
     re-engineering of manufacturing processes and elimination of redundancies,
     we were able to reduce headcount in North America by 15% from December 2002
     to December 2003.

-    In 2003, we successfully consolidated steering production lines formerly
     contained within three of our French facilities into one facility.
     Significant costs, including premium freight, outsourcing, labor and
     machinery repairs, were incurred to affect this reorganization. This
     reorganization has and is expected to continue to provide benefits in the
     future, primarily in the area of lower labor costs through headcount
     reductions and improved efficiency.

-    On June 21, 2004, Micron Merger Corporation, a newly formed entity and
     wholly-owned subsidiary of Parent, merged with and into Holdings with
     Holdings continuing as the surviving corporation (the "Merger"). As a
     result, Holdings became a wholly-owned subsidiary of Parent. The total
     amount of consideration paid in the Merger, including amounts related to
     the repayment of indebtedness, the redemption of the outstanding preferred
     stock of Holdings, payments to common shareholders of Holdings and the
     payment of transaction costs incurred by Holdings, was $395.0 million. The
     Merger was financed with the net proceeds from the issuance of $140.0
     million of senior subordinated notes issued by us and guaranteed by
     Holdings (the "Notes"), borrowings under senior credit facilities of $114.0
     million and combined common equity contributions of $143.4 million by GS
     Capital Partners 2000, L.P. ("GSCP 2000"), other private equity funds
     affiliated with GSCP 2000, Transportation Resource Partners LP ("TRP"),
     other investment vehicles affiliated with TRP, and certain of our
     management.

-    Effective November 1, 2004, Autocam France, SARL's wholly-owed subsidiary,
     Frank & Pignard, SA, acquired the stock of ATI, S.A.S. ("ATI"), for $1.7
     million in cash and the assumption of $6.1 million in debt, primarily
     consisting of capital lease obligations. The acquisition was completed
     primarily for the purpose of eliminating costly outside processing of
     certain electric motor components.

-    Effective June 15, 2005, Autocam's wholly-owned subsidiary, Autocam
     Greenville, Inc., acquired the stock of Sager Precision Technologies, Inc.
     ("Sager") for $9.9 million in cash and the assumption of $0.2 million in
     capital lease obligations. The purchase price was primarily financed
     indirectly through equity contributions from the shareholders of Micron in
     the amount of $10.0 million. The acquisition was completed primarily for
     the purpose of expanding our medical devices product offerings.

-    In accordance with Statement of Financial Accounting Standards ("SFAS") No.
     142, "Goodwill and Other Intangible Assets," we evaluate the carrying value
     of our goodwill for indicators of impairment on at least an annual basis
     and on an interim basis if indicators of potential impairment arise between
     annual evaluations. Our European segment experienced unfavorable operating
     results primarily as a result of lower production volumes on key programs,
     excessive labor costs, increased customer pricing pressure and higher raw
     material costs. As a result, we concluded that our European reporting
     unit's goodwill has been impaired and we recorded against our 2005 results
     a goodwill impairment loss of $33.0 million. The fair value of that
     reporting unit was estimated using the present value of expected future
     cash flows. This charge does not result in current or future cash
     expenditures.


                                       23

<PAGE>

RESULTS OF OPERATIONS

Set forth below is our Consolidated Statements of Operations expressed as a
percentage of sales:

<TABLE>
<CAPTION>
                                                           NON-GAAP
                                                          ----------
                                               2003 (1)    2004 (2)     2005 (2)
                                               --------   ----------   ----------
<S>                                            <C>        <C>          <C>
Sales                                           100.0%      100.0%       100.0%
Cost of sales                                    86.7%       84.0%        88.1%
Goodwill impairment                                                        9.5%
                                                -----       -----        -----
Gross profit                                     13.3%       16.0%         2.4%
Selling, general and administrative expenses      5.4%        8.0%         6.3%
                                                -----       -----        -----
Income (loss) from operations                     7.9%        8.0%        -3.9%
Interest expense, net                             2.9%        4.7%         7.2%
Other expenses, net                               1.4%        1.6%         1.5%
                                                -----       -----        -----
Income (loss) before tax provision                3.6%        1.7%       -12.6%
Tax provision                                     1.5%        1.0%        -1.0%
                                                -----       -----        -----
Net income (loss)                                 2.1%        0.7%       -11.6%
                                                =====       =====        =====
</TABLE>

----------
(1)  Represents our consolidated results of operations reflecting the historical
     basis of accounting without any application of purchase accounting for the
     Merger.

(2)  Represents our combined consolidated results of operations reflecting the
     historical basis of accounting without any application of purchase
     accounting for the Merger for the six months ended June 30, 2004 and
     reflecting the basis of accounting after purchasing accounting for the
     Merger for the six months ended December 31, 2004 and for the year ended
     December 31, 2005.

2005 COMPARED TO 2004

SALES

Sales decreased $2.5 million, or 0.7%, to $347.8 million in 2005 from $350.3
million in 2004. The fluctuation in the exchange rates between the USD and the
functional currencies of our foreign operations caused a $5.8 million increase
in sales when comparing 2005 to 2004. On a constant currency basis, sales in
2005 decreased $8.3 million from 2004 levels principally due to the following
factors:

-    Factors resulting in a decrease in sales:

     1.   Our European operations were desourced by customers on steering,
          electric motor and fuel components resulting in a reduction in sales
          of $19.6 million when comparing 2005 to 2004;

     2.   We granted unit price reductions to our customers totaling $6.0
          million in 2005;

     3.   Lower sales to a North American fuel customer whose primary customers
          lost market share and produced less vehicles in 2005 as compared to
          2004; and

     4.   Lower sales to a European fuel customer as production on its current
          injector program was replaced by production on a new injector program
          for which we do not produce components.

-    Factors partially offsetting the decrease in sales:

     1.   Sales of medical device components by the newly-acquired Sager
          facilities totaled $7.1 million in 2005;

     2.   Our North American operations were awarded steering business by a new
          customer for whom we began production in late 2004;

     3.   Our European operations were awarded new steering business by an
          existing customer late in 2005; and

     4.   Our North American operations benefited from incremental sales to a
          braking customer for a new generation program while continuing to
          produce components for the old generation program.


                                       24

<PAGE>

GROSS PROFIT

Gross profit decreased $47.6 million to $8.4 million, or 2.4% of sales, in 2005
from $56.0 million, or 16.0% of sales, in 2004. The gross profit percentage
decline can be principally attributed to the following factors:

-    We recorded a goodwill impairment loss of $33.0 million in 2005. No charge
     was recorded in 2004;

-    The loss of sales volume as described above resulted in decreasing margins
     as existing equipment and facilities were underutilized, particularly in
     our European operations;

-    Unit price reductions of $6.0 million were granted to our customers between
     2004 and 2005;

-    Our North American and European operations experienced production
     difficulties on product launches in 2005 resulting in higher levels of
     production scrap than were experienced in 2004;

-    Severance and equipment move costs associated with closing a French
     facility and moving production to other French facilities and to our new
     Polish facility were $3.1 million in 2005 and a $1.2 million charge taken
     to write down the carrying cost of the facility to be closed to its
     estimated net realizable value; and

-    Our European operations incurred excessive labor costs in 2005. Although
     restructuring and productivity improvement initiatives focused on reducing
     labor were largely successful in 2005, lower production volumes required a
     larger reduction in labor in order to maintain gross margin percentages
     comparable to 2004. Given the largely fixed nature of direct labor in our
     European operations, we were unable to quickly react to the drop in demand
     from our customers.

These unfavorable effects were partially offset by lower outsouring costs. The
acquisition of ATI as described above reduced outsourcing costs on certain
electric motor components.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses decreased $5.8 million to $22.1
million, or 6.3% of sales, in 2005 from $27.9 million, or 8.0% of sales, in 2004
due to the net affects of the following:

-    The 2004 results include $8.2 million in costs associated with the Merger,
     consisting principally of investment banking fees, management bonuses, and
     legal and accounting fees, and $0.7 million in executive manager
     receivables forgiven under a split-dollar life insurance program; and

-    Severance, travel and consulting expenses associated with closing a French
     facility and moving production to other French facilities and to our new
     Polish facility were $1.8 million in 2005.

INTEREST EXPENSE, NET

Net interest expense increased $8.8 million to $25.1 million in 2005 from $16.3
million in 2004. Our 2005 interest expense reflects the full-year affect of
increased debt levels incurred as a result of the Merger. In addition, average
borrowings under our revolving credit facility were higher in 2005 as compared
to 2004 as reduced operating cash flows necessitated increased borrowings to
fund operations and capital expenditures. Finally, interest rates incurred on
borrowings under our senior credit facility averaged 98 basis points more in
2005 when compared to 2004.

OTHER EXPENSE, NET

Net other expense of $5.2 million in 2005 and $5.5 million in 2004 consists
primarily of the following:

-    The $1.9 million write-off in 2004 of unamortized debt issue costs
     associated with our former senior credit facilities, which was refinanced
     in connection with the Merger, and the $1.7 million write-off in 2005 of
     unamortized debt issue costs in connection with entering into our second
     lien credit facility agreement;


                                       25

<PAGE>

-    Amortization of debt issue costs incurred in connection with entering into
     our senior credit facilities, the second lien facility and the Notes was
     $1.1 million in 2004 and $1.8 million in 2005;

-    Net losses on the disposal of fixed assets, financing costs associated with
     non-recourse factoring of accounts receivable in Europe and net foreign
     currency transaction losses of $2.5 million in 2004 and $1.7 million in
     2005.

TAX PROVISION

In 2005, we recorded an income tax benefit of $3.8 million. This amount is less
than the amount that would be calculated using the United States statutory rate
of 35.0% primarily because the goodwill impairment charge is not deductible for
income tax purposes, and therefore no offsetting tax benefit has been recorded.
The impact on the 2005 income tax benefit of French legal profit sharing
contribution expense was insignificant.

2004 COMPARED TO 2003

SALES

Sales increased $27.1 million, or 8.4%, to $350.3 million in 2004 from $323.2
million in 2003. Of this increase, $17.9 million was attributable to the
fluctuation in the exchange rates between the USD and the functional currencies
of our foreign operations. On a constant currency basis, sales in 2004 increased
$9.2 million over 2003 levels principally due to the following factors:

-    Factors resulting in an increase in sales:

     1.   Increased shipments of electric power-assisted steering products to
          two European customers in 2004;

     2.   During the latter part of 2003, we began shipping diesel injection
          components to two North American customers seeking to increase their
          penetration of the North American diesel injection market. The benefit
          derived from this development was partially offset by premium pricing
          earned in the second quarter of 2003 on one of the new product lines
          during the transition from prototype to production volumes; and

     3.   Sales of components manufactured by our South American operations have
          grown in 2004 relative to 2003 as lower labor costs in those
          facilities (relative to those in our European and North American
          facilities and those of our competitors) have afforded us additional
          demand for high value-added components from our customers.

-    Factors resulting in a decrease in sales:

     1.   We granted unit price reductions to our customers totaling $4.8
          million in 2004;

     2.   Decreased sales to European steering and electric motor customers,
          both of which desourced us on some products; and

     3.   We had lower sales to a European fuel customer as we decided not to
          continue supplying some of its products at unacceptably low profit
          levels.

GROSS PROFIT

Gross profit increased $12.9 million to $56.0 million, or 16.0% of sales, in
2004 from $43.1 million, or 13.3% of sales, in 2003. The gross profit percentage
improvement can generally be attributed to the following factors:

-    Labor productivity improvement initiatives implemented in 2004 resulted in
     the reduction of direct labor cost and a corresponding improvement in gross
     margin by 1.4 percentage points. Major initiatives included headcount
     reductions achieved in North America as a result of the Chicago, Illinois
     facility closure as described above and various other continuous process
     improvement initiatives, and in Europe as a result of the steering
     production line reorganization described above;

-    We incurred premium freight, outsourcing, consulting services and machinery
     repair costs in 2003 in connection with the European steering line
     reorganization. Some of these costs were offset by labor productivity
     improvements that occurred late in 2003. These costs were not repeated in
     2004;

-    Depreciation expense was $1.8 million less in 2004 as compared to 2003 as
     we adjusted the historical cost of our property, plant and equipment to
     fair market appraised values in connection with the Merger;


                                       26

<PAGE>

-    We incurred equipment move, severance and other costs of $1.5 million in
     2003 in connection with the Chicago, Illinois facility closure. These costs
     were not repeated in 2004; and

-    The majority of our 2004 sales growth was due to expansion of existing
     programs, thereby increasing margins as existing equipment and facilities
     were more fully utilized.

These positive factors were partially offset by the negative impact on gross
profit of steel cost increase, price reductions to customers and the loss of
business to European customers as described in "Sales" above.

SELLING, GENERAL AND ADMINISTRATIVE

Selling, general and administrative expenses increased $10.3 million to $27.9
million, or 8.0% of sales, in 2004 from $17.6 million, or 5.4% of sales, in
2003. The 2004 results include $8.2 million in costs associated with the Merger,
consisting principally of investment banking fees, management bonuses, and legal
and accounting fees, and $0.7 million in executive manager receivables forgiven
under a split-dollar life insurance program. In addition, the devaluation of the
USD versus the euro caused a comparative increase in selling, general and
administrative expenses of $0.8 million from 2003 to 2004.

INTEREST EXPENSE, NET

Net interest expense increased $6.9 million to $16.3 million in 2004 from $9.4
million in 2003. Interest expense on increased debt levels incurred as a result
of the Merger more than offset the favorable impact of principal reductions
through regularly scheduled payments and repayments from the proceeds of the
sale and leaseback of the production facilities as described above. In addition,
interest rates incurred on borrowings under our new senior credit facility
averaged 40-45 basis points less in 2004 when compared to interest rates
incurred on borrowings under our former senior credit facility in 2003.

OTHER EXPENSE, NET

Net other expense increased $1.1 million to $5.5 million in 2004 from $4.4
million in 2003. The 2004 results include the accelerated write-off of $1.9
million in unamortized debt issue costs associated with our former senior credit
facilities, which was refinanced in connection with the Merger. In addition,
amortization of debt issue costs incurred in connection with securing our new
senior credit facilities and the Notes was $0.4 million more in 2004 than the
amortization of similar costs incurred in connection with securing our old
senior credit facilities. These factors more than offset the $0.7 million
negative impact on our 2003 results of the loss recorded on the sale of
equipment from our Chicago, Illinois facility.

TAX PROVISION

In 2004, we recorded an income tax provision of $3.6 million, for an effective
tax rate of 57.1%. Our effective tax rate was more than the United States
statutory rate of 35.0% due primarily to the French income tax provision, which
includes legal profit sharing contribution expense of $1.6 million.

LIQUIDITY AND CAPITAL RESOURCES

Our short-term liquidity needs include required debt service and day-to-day
operating expenses like working capital requirements and the funding of capital
expenditures. Long-term liquidity requirements include capital expenditures for
new programs and maintenance of existing equipment and debt service. Capital
expenditures in 2006 are expected to be $21.6 million.

Our principal sources of cash to fund short- and long-term liquidity needs
consist of cash generated by operations and borrowing under our revolving credit
facilities. We believe our sources of liquidity are sufficient to meet our needs
for 2006.


                                       27

<PAGE>

On October 8, 2005 (the "Filing Date"), Delphi Corporation and its United States
subsidiaries ("Delphi-US") filed for bankruptcy protection under Chapter 11 of
the U.S. Bankruptcy Code. Delphi-US is a significant customer of ours,
accounting for 12-13% of our gross sales in 2003, 2004 and 2005. We believe that
we are a critical supplier to Delphi-US's continued operations as we are a sole
source and just-in-time supplier for a majority of components we ship to
Delphi-US. Critical supplier status increases the likelihood that invoices for
product shipped by us to Delphi-US prior to the Filing Date will be collected
and retained. We have had discussions with Delphi-US since the Filing Date and
as yet have no final written agreements in place. Our short-term cash flows and
profitability have been largely unaffected by the Delphi-US filing. Delphi-US's
long-term survival and scope of operations are not clear at this time. The loss
of Delphi-US as a customer or a significant reduction in Delphi-US's operations
could have a material adverse effect on our net income and operating cash flows.

THE SENIOR CREDIT FACILITIES

In connection with the Merger, on June 21, 2004, Autocam entered into a $158.0
million USD-equivalent senior credit facilities agreement, which consisted of a
$36.1 million multi-currency revolving credit facility available to Autocam, an
E11.6 million revolving credit facility available to our French subsidiary,
Autocam France, SARL, a $33.0 million term loan to Autocam and a E62.7 million
term loan to Autocam France, SARL.

On December 22, 2005, we amended our senior credit facilities agreement to
permit us to incur the second lien term loans discussed below, to replace
interest coverage, leverage and senior leverage ratio covenants with maximum
first lien leverage and revised maximum senior leverage ratio covenants, to
amend the consolidated capital expenditures covenant and to make other
modifications. We also reduced the committed amount of our
multi-currency-denominated revolving credit facility from $36.1 million to $28.9
million and we reduced the committed amount of Autocam France, SARL's
euro-denominated revolving credit facility from E11.6 million to E9.3 million
(USD-equivalent of $11.0 million as of December 31, 2005). We had no borrowings
outstanding under any of the revolving credit facilities of our senior credit
facilities as of December 31, 2005. Our ability to borrow against these
facilities expires in June 2011.

Interest and Fees. The interest rate margins on our senior credit facilities
changed in conjunction with the December 2005 amendment to our senior credit
facilities agreement. The interest rate margin applicable to the U.S. Term Loans
(with a Eurocurrency rate) is 3.50% and the interest rate margin applicable to
the Euro Term Loans is 4.00%, in each case from December 22, 2005 until the
later of the first anniversary of the effective date of the first amendment to
our senior credit facilities agreement (i.e. April 2006) and the date we
demonstrate a "Leverage Ratio," as defined in our senior credit facilities
agreement, of less than or equal to 4.50:1.00. Thereafter, the applicable
interest rate margin is determined by reference to the Leverage Ratio in effect
from time to time as set forth below:

<TABLE>
<CAPTION>
                   APPLICABLE MARGIN FOR REVOLVING   APPLICABLE MARGIN
                   LOANS, EUROPEAN REVOLVING LOANS      FOR EUROPEAN
LEVERAGE RATIO           AND U.S. TERM LOANS             TERM LOANS
--------------     -------------------------------   -----------------
<S>                <C>                               <C>
> or = 3.00:1.00                3.25%                      3.75%
< 3.00:1.00                     3.00%                      3.50%
</TABLE>

If, at any time our "First Lien Leverage Ratio" as defined in our senior credit
facilities agreement exceeds 2.25:1.00, the applicable margins shown above shall
be increased by 0.25%, and if our First Lien Leverage Ratio exceeds 2.75:1.00,
the applicable margins shown above shall be increased by an additional 0.25%.
The interest rate margin applicable to swing line loans and other loans that are
base rate loans is an amount equal to the margin applicable to Eurocurrency rate
loans at that time, minus 1.00% per annum.


                                       28

<PAGE>

Amortization and Prepayments. After giving effect to the prepayments made from
the proceeds of the term loans under our second lien credit facility (described
below), no amortization of the term loans under our senior credit facilities is
required through the quarter ending June 30, 2008, and thereafter required
amortization is as follows:

<TABLE>
<CAPTION>
                        TERM LOAN INSTALLMENTS
                        ----------------------
FISCAL QUARTER ENDING       U.S.   EUROPEAN
---------------------      -----   --------
<S>                     <C>        <C>
September 30, 2008                   E0.9
December 31, 2008                     1.1
March 31, 2009                        2.7
June 30, 2009                         2.7
September 30, 2009                    2.7
December 31, 2009                     2.7
March 31, 2010                        3.9
June 30, 2010                         3.9
September 30, 2010         $ 2.3      3.9
December 31, 2010            5.9      3.9
March 31, 2011               5.9      3.9
June 30, 2011                5.9      3.8
                           -----    -----
Total                      $20.0    E36.1
                           =====    =====
</TABLE>

Our senior credit facilities also require mandatory prepayments on terms
substantially identical to our second lien credit facility (described below).

Collateral and Guarantors. Indebtedness under our senior credit facilities is
guaranteed by Titan, Autocam Europe, B.V. (Autocam's Dutch holding company
subsidiary) and by each existing and subsequently acquired or organized domestic
and, to the extent no material adverse tax consequence would result and to the
extent permitted under local law, foreign subsidiary, and by Autocam with
respect to the obligations of Autocam France, SARL under the Eurocurrency Term
Loan and revolving credit facilities.

Indebtedness under our senior credit facilities is secured by a first priority
lien on substantially all of our and the guarantors' tangible and intangible
assets, including personal property, real property, intercompany indebtedness
and capital stock owned by Autocam and such guarantors, limited to 65% of such
capital stock in the case of certain foreign subsidiaries.

Financial and Restrictive Covenants. Our senior credit facilities agreement
contains maximum first lien leverage ratios, maximum senior leverage ratios and
maximum capital expenditures and also contains covenants that restrict our
ability to incur additional indebtedness, grant liens, make investments, loans,
guarantees or advances, make restricted junior payments, including dividends,
redemptions of capital stock and voluntary prepayments or repurchase of certain
other indebtedness, engage in mergers, acquisitions or sales of assets, enter
into sale and leaseback transactions or engage in certain transactions with
affiliates and otherwise restrict certain corporate activities.

THE SECOND LIEN CREDIT FACILITY

On December 22, 2005, Autocam entered into a second lien Term Loan and Guaranty
Agreement ("second lien credit facility") with a syndicate of lenders, Goldman
Sachs Credit Partners L.P. as syndication agent, lead arranger and sole book
runner, and The Bank of New York as administrative agent and collateral agent.

Amount and Final Maturity. The second lien credit facility provides for a $60.0
million term loan and a E12.7 million term loan (USD-equivalent of $15.0 million
as of December 31, 2005). Each term loan has a final maturity of six years.
Autocam is the borrower under the term notes, which were fully borrowed at the
closing on December 22, 2005.

Use of Proceeds. Proceeds of the second lien term loans were used by us to repay
borrowings under our senior credit facilities as follows: (i) $12.6 million of
term loans borrowed by Autocam, (ii) E22.7 million of term loans borrowed by
Autocam France, SARL, and (iii) $29.0 million of revolving loans borrowed by
Autocam. The balance of the proceeds was used to pay transaction costs and
interest due on our senior credit facilities and for working capital and general
corporate purposes.


                                       29

<PAGE>

Interest and Fees. The interest rates applicable to loans under our second lien
credit facility will be (i) in the case of our USD-denominated term loans, at
its option equal to either (x) a base (prime) rate plus 7.50% per annum or (y)
an adjusted Eurodollar bank deposit rate plus 8.50% per annum; or (ii) in the
case of our euro-denominated term loans, an adjusted Euro bank deposit rate plus
9.50% per annum. We may at our option, in lieu of payment of interest in cash,
pay up to 1.50% per annum of the interest by adding such interest to the then
outstanding principal amount of the term loans (payment-in-kind).

We have agreed to pay various fees with respect to our second lien credit
facility, including customary arrangement fees paid to Goldman Sachs Credit
Partners L.P. and a customary annual administrative agent fee payable to The
Bank of New York.

Prepayments. Our second lien credit facility requires mandatory prepayments,
subject to exceptions, of an amount equal to:

-    100% of the net cash proceeds from asset sales or other dispositions of
     property by us or our subsidiaries, including insurance proceeds or
     governmental condemnations, other than inventory sold or disposed of in the
     ordinary course of business, certain other transactions and net cash
     proceeds reinvested in assets used in our business;

-    50% of the net cash proceeds from the issuance of specified equity
     securities, provided that this percentage will be reduced to 25% if our
     "Leverage Ratio", as defined in our second lien credit facilities
     agreement, is less than 3.00:1.00;

-    100% of the net cash proceeds from the issuance of specified debt
     obligations by us or our subsidiaries; and

-    75% of "Consolidated Excess Cash Flow", as defined in our second lien
     credit facility agreement, provided that this percentage will be reduced to
     50% if its "Leverage Ratio" is less than 3.00:1.00.

Mandatory prepayments (which are permitted to be waived by the lenders in
certain circumstances) will be applied first to repay our obligations under our
senior credit facilities, and then remaining amounts, if any, to our USD term
loans and our euro term loans under our second lien credit facility on a pro
rata basis.

We are permitted to voluntarily prepay loans under our second lien credit
facility on or after December 22, 2006, subject to the terms of our senior
credit facilities agreement. If we voluntarily prepay all or any portion of our
second lien credit facility, we are required to pay a prepayment premium (as a
percentage of the principal prepaid) as follows: on or after December 22, 2006
but prior to December 22, 2007, 2.0%; and on or after December 22, 2007 but
prior to December 22, 2008, 1.0%. The term loans under our second lien credit
facility may be prepaid without a prepayment premium from and after December 22,
2008.

Collateral and Guarantors. Indebtedness under our second lien credit facility is
guaranteed by Titan, Autocam's Dutch subsidiary, Autocam Europe, B.V., and each
of our existing and subsequently acquired or organized domestic and, to the
extent no material adverse tax consequence would result and permitted under
local law, each of our foreign subsidiaries.

Indebtedness under our second lien credit facility is secured by a second
priority lien on substantially all of our and the guarantors' tangible and
intangible assets, including personal property, real property, intercompany
indebtedness and capital stock owned by us and such guarantors, limited to 65%
of such capital stock in the case of certain foreign subsidiaries.

The liens to secure our second lien credit facility are subordinated to the
liens to secure our senior credit facilities. The priority of, and certain other
matters relating to, the liens in the collateral under our second lien credit
facility and our senior credit facilities is set out in an intercreditor
agreement.

Financial and Restrictive Covenants. Our second lien credit facility agreement
contains maximum senior leverage ratios that vary during the term of the
facility agreement. Our second lien credit facility agreement also contains
covenants that restrict our ability to incur additional indebtedness, grant
liens, make investments, loans, guarantees or advances, make restricted junior
payments, including dividends, redemptions of capital stock and voluntary
prepayments or repurchase of certain other indebtedness, engage in mergers,
acquisitions or sales of assets, enter into sale and leaseback transactions or
engage in certain transactions with affiliates and otherwise restrict certain
corporate activities. These are substantially identical to (and in some respects
more flexible than) the covenants in our senior credit facilities agreement.

Representations and Affirmative Covenants. Our second lien credit facility
contains customary representations, warranties and affirmative covenants.


                                       30

<PAGE>

Events of Defaults. Our second lien credit facility contains customary events of
default, which are substantially as set forth in our senior credit facilities
agreement, but with materiality thresholds 15% higher than the corresponding
provisions in our senior credit facilities agreement, including:

-    failure to make payments when due;

-    defaults under other material indebtedness;

-    non-compliance with covenants;

-    incorrectness of representations and warranties;

-    bankruptcy, insolvency or dissolution events;

-    material judgments;

-    certain events related to ERISA;

-    impairment of security interests in collateral or invalidity of guarantees;
     and

-    a "change of control," as defined in our second lien credit facilities
     agreement.

There is a 60-day standstill period with respect to a cross default to our
senior credit facilities agreement.

THE SENIOR SUBORDINATED NOTES

On June 10, 2004, we issued the Notes to fund a portion of the purchase price of
the Merger. The Notes mature on June 15, 2014. The Notes are general unsecured
obligations, are subordinated in right of payment to all existing and future
senior debt, including borrowings under the senior credit facilities and the
second lien credit facility, rank equally in right of payment to any future
senior subordinated indebtedness, are senior in right of payment to any future
subordinated indebtedness and are unconditionally guaranteed by certain of our
domestic restricted subsidiaries and by Autocam Europe, B.V. Interest on the
Notes accrues at the rate of 10.875% per annum and is payable semi-annually on
June 15 and December 15 of each year.

The indenture governing the Notes contains covenants that impose significant
restrictions on us. These restrictions include limitations on our ability to:
incur indebtedness or issue disqualified or preferred stock; pay dividends on,
redeem or repurchase our capital stock; make investments or acquisitions; create
liens; sell assets; restrict dividends or other payments to us; guarantee
indebtedness; engage in transactions with affiliates; and consolidate, merge or
transfer all or substantially all of our assets.

At December 31, 2005, we were in compliance with the covenants contained in the
indenture governing the Notes, the senior credit facilities agreement and the
second lien credit facility agreement.

2005

Cash provided by operating activities of $16.1 million in 2005 reflects net
income, excluding non-cash and other reconciling items, of $8.1 million, and a
decrease in net working capital of $8.0 million due primarily to the following
factors:

-    Accounts payable increased $6.7 million as payment terms for most vendors
     were extended at the end of December 2005 in order to conserve cash;

-    Accounts receivable decreased $5.3 million. Factored European accounts
     receivable increased $5.0 million from December 31, 2004 to December 31,
     2005; and

-    These factors were partially offset by the impact of an increase in
     inventories of $4.2 million. Raw material inventories increased throughout
     2005 consistent with the rise in steel and perishable tooling prices. Also,
     machinery spare parts inventories have increased consistent with the
     addition of new types of equipment.

Cash used in investing activities of $31.6 million in 2005 included the
following significant items:

-    Capital expenditures primarily for production equipment (net of proceeds
     from fixed asset sales) of $17.9 million;

-    Expenditures totaling $11.0 million for acquisitions; and

-    Refundable deposits paid of $2.0 million for equipment to be received in
     the future, which equipment will be subject to operating lease arrangements
     that provide for the deposits to be refunded upon signing.


                                       31

<PAGE>

Cash provided by financing activities of $28.0 million in 2005 included the
following significant items:

-    Proceeds from borrowings pursuant to the second lien credit facility and
     other debt, including Brazilian equipment notes, of $76.0 million, less
     debt issue costs paid of $3.9 million;

-    Shareholder contributions received in connection with acquisitions of $17.0
     million ($7.0 million of which was received in anticipation of funding the
     acquisition of the Precision Metals Division of ATS Automation Tooling
     Systems. Inc. in January 2006);

-    Principal payments of our senior credit facilities, capital lease
     obligations and equipment notes payable of $45.6 million; and

-    Net repayments under our revolving credit facilities of $15.5 million.

2004

Cash provided by operating activities of $10.2 million in 2004 reflects net
income, excluding non-cash and other reconciling items of $25.3 million, and an
increase in net working capital of $15.1 million due primarily to the following
factors:

-    Inventories increased $8.8 million due primarily to the growth in our
     business as described above. In addition, the value of raw material
     inventories has risen consistent with the rise in steel and perishable
     tooling prices. Finally, machinery spare parts inventories have increased
     consistent with the addition of new types of equipment; and

-    Deferred credits and other long-term liabilities decreased $5.8 million. We
     satisfied obligations under interest rate derivative instruments totaling
     $2.4 million. Additionally, the French government passed a new law allowing
     for the partial early withdrawal of legal profit sharing earned by our
     employees, which resulted in the reduction of such liability of $1.6
     million.

Cash used in investing activities of $18.7 million in 2004 included capital
expenditures primarily for production equipment (net of proceeds from fixed
asset sales) of $19.0 million and $1.1 million in costs associated with the
acquisition of an outsource vendor by our European operations. Investing cash
inflows included $1.5 million in refunds of equipment deposits previously paid
by leasing companies as such equipment is now subject to operating lease
arrangements.

Cash provided by financing activities of $9.7 million in 2004 included the
following:

-    Proceeds from issuance of the Notes and term note borrowings at the closing
     of the Merger under our senior credit facilities of $246.0 million, less
     debt issue costs paid of $11.6 million;

-    Shareholder contributions received in connection with the Merger of $115.4
     million;

-    Proceeds from the issuance of equipment notes payable and borrowings on
     swing lines of credit of $1.9 million;

-    Payments made to former shareholders and option holders of Holdings of
     $232.7 million;

-    Payments made to retire the term notes of our old senior credit facilities
     in existence at the closing of the Merger of $89.9 million;

-    Scheduled term note principal payments of our old and new senior credit
     facilities, capital lease obligations and equipment notes payable of $23.5
     million; and

-    Net borrowings under the old and new revolving credit facilities of $4.1
     million.


                                       32

<PAGE>

2003

Cash provided by operating activities of $38.0 million in 2003 reflects net
income, excluding non-cash and other reconciling items, of $33.0 million and a
decrease in net working capital of $5.0 million. Accounts receivable decreased
$6.8 million commensurate with reduced European sales volume in the last quarter
of 2003 relative to the same period in 2002. In addition, European accounts
receivable factoring activity increased $2.1 million from December 31, 2002 to
December 31, 2003. Accounts payable and accrued liabilities decreased $3.7
million due primarily to decreases in accrued compensation and benefits costs,
the satisfaction in 2003 of certain liabilities existing as of December 31, 2002
arising from the closing of the Chicago facility, and the recognition of
deferred revenue associated with the cancellation of a customer program.

Cash used in investing activities of $14.9 million in 2003 included capital
expenditures primarily for production equipment of $22.5 million and proceeds
from the sale and leaseback of our Kentwood and Marshall facilities and the sale
of equipment of $6.7 million. In addition, we received net cash from leasing
companies totaling $1.7 million, representing reimbursements of deposits
previously paid on production equipment now subject to operating lease
agreements. Finally, we paid $0.7 million to terminate an operating lease for
some of the production equipment that had been used in our Chicago facility as
described above.

Cash used in financing activities of $27.3 million in 2003 primarily represents
scheduled principal payments on bank and capital lease obligations of $19.3
million, the final principal installment payment on a note payable to the
sellers of Bouverat Industries, SA of $3.7 million, and a $5.8 million
unscheduled principal payment on our USD-denominated term debt through proceeds
from the sale and leaseback of our Kentwood and Marshall facilities referenced
above. We issued $0.9 million in notes payable to fund capital expenditures in
South America.

CONTRACTUAL OBLIGATIONS

Our contractual obligations as of December 31, 2005 are set forth below:

<TABLE>
<CAPTION>
                                                      PAYMENTS DUE BY PERIOD
                                                 --------------------------------
                                                  LESS                      MORE
                                                  THAN     1-3     4-5      THAN
                                         TOTAL   1 YEAR   YEARS   YEARS   5 YEARS
                                        ------   ------   -----   -----   -------
<S>                                     <C>      <C>      <C>     <C>     <C>
(amounts in millions)
Senior credit facilities, second lien
   credit facility and the Notes (1)    $274.9            $ 2.3   $39.3    $233.3
Capital leases and other debt             16.3    $ 8.6     5.3     1.3       1.1
Operating leases                          64.9     14.3    24.0    11.1      15.5
Pension obligations                        0.3                                0.3
Conditional purchase commitments (2)      13.1     10.3     1.3     1.2       0.3
                                        ------    -----   -----   -----    ------
Total contractual cash obligations      $369.5    $33.2   $32.9   $52.9    $250.5
                                        ======    =====   =====   =====    ======
</TABLE>

----------
(1)  Interest obligations under our senior credit facilities and second lien
     credit facility are variable in nature. Interest obligations under the
     Notes are fixed at $15.2 million per year through the year ending December
     31, 2013 and $7.6 million for the year ending December 31, 2014.

(2)  These amounts are non-cancelable purchase commitments for machinery and
     equipment and buildings, some of which may be assigned to financing
     companies under operating lease agreements. In accordance with terms of the
     purchase agreements, final acceptance of the equipment is contingent upon
     the equipment demonstrating capabilities as documented by our purchase
     orders. In addition, on January 3, 2006, Autocam purchased certain assets
     and assumed certain liabilities of ATS Automation Tooling Systems, Inc.'s
     Precision Metals Division pursuant to an asset purchase agreement, dated
     December 12, 2005. In connection therewith, we paid 6 million Canadian
     dollars (USD-equivalent of $5.2 million).

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements as defined by Item 303 of Regulation
S-K.


                                       33

<PAGE>

CONTINGENT LIABILITIES AND OTHER COMMITMENTS

We sponsor defined benefit pension plans, see "Critical Accounting Policies"
below, for substantially all employees of our French subsidiaries. Our estimated
liability under these plans as of December 31, 2005 was $2.1 million. Our
expected funding obligation in 2006 is less than $0.1 million.

SEASONALITY

Our business is seasonal, as it is common that our customers and OEMs
historically have one to two week shutdowns of operations in August and
December. Our sales figures reflect the effects of these shutdowns. As a result,
our working capital requirements are also seasonal, with the largest working
capital commitments coming in the early part of the first quarter and the latter
part of the third quarter of each year.

EFFECTS OF INFLATION

We believe that relatively moderate levels of inflation over the last few years
have not had a significant impact on revenues or profitability and that our
management has been able to offset the effects of inflation by realizing
improvements in operating efficiency.

FOREIGN OPERATIONS

In 2005, our North American operations exported $17.0 million of product to
customers located in foreign countries, and our foreign operations shipped
$198.7 million of product to customers from their facilities. In 2004, our North
American operations exported $21.1 million of product to customers located in
foreign countries, and our foreign operations shipped $213.0 million of product
to customers from their facilities. In 2003, our North American operations
exported $22.4 million of product to customers located in foreign countries, and
our foreign operations shipped $189.0 million of product to customers from their
facilities. As a result, we are subject to the risks of doing business abroad,
including currency exchange rate fluctuations, limits on repatriation of funds,
compliance with foreign laws and other economic and political uncertainties.

ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standard ("SFAS") No. 123(R), "Share-Based
Payment," which will require compensation costs related to share-based payment
transactions to be recognized in the financial statements. With limited
exceptions, the amount of compensation cost will be measured based on the grant
date fair value of the equity or liability instruments issued. In addition,
liability awards will be re-measured each reporting period. Compensation cost
will be recognized over the period that an employee provides services in
exchange for the award. SFAS No. 123(R) replaces SFAS No. 123, "Accounting for
Stock-Based Compensation, and supercedes Accounting Principals Board Opinion No.
25, Accounting for Stock Issued to Employees," and related interpretations. SFAS
No. 123(R) becomes effective January 1, 2006. We expect that the impact of
adopting SFAS No. 123(R) will be consistent with the pro forma expense that has
been previously disclosed, adjusted for future grants, cancellations and
exercises of stock options in accordance with SFAS 123(R).

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections," which replaces APB Opinion No, 20, "Accounting Changes," and SFAS
No. 3, "Reporting Accounting Changes in Interim Financial Statements," and
provides guidance on the accounting for and reporting of accounting changes and
error corrections. SFAS No. 154 applies to all voluntary changes in accounting
principles and requires retrospective application (as defined) to prior periods'
financial statements, unless it is impracticable to determine the effects of a
change. It also applies to changes required by an accounting pronouncement that
does not include specific transition provisions. In addition, SFAS No. 154
redefines restatement as the revising of previously issued financial statements
to reflect the correction of an error. This statement is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. We will adopt SFAS No. 154 beginning January 1, 2006.


                                       34

<PAGE>

CRITICAL ACCOUNTING POLICIES

Our accounting policies, including those described below, require management to
make estimates and assumptions using information available at the time the
estimates are made. Actual amounts could differ significantly from these
estimates. See Note 1 to our 2005 consolidated financial statements in Item 8 of
this report for a summary of the significant accounting policies and methods
used in the preparation of our consolidated financial statements. Our management
believes the following are some of the more critical judgment areas in the
application of accounting policies that currently affect the consolidated
financial condition and results of operations.

ACCOUNTS RECEIVABLE

We evaluate our allowance for doubtful accounts on a quarterly basis and review
the significant customers with delinquent balances to determine future
collectibility. We base our determinations on legal issues like bankruptcy
status, past history, current financial and credit agency reports, and the
experience of our credit representatives. We reserve accounts that we deem to be
uncollectible in the quarter in which we make the determination. We maintain
additional reserves based on our historical bad debt experience, which is
minimal. We believe that, based on past history and our credit policies, the net
accounts receivable are of good quality.

INVENTORY VALUATION

Inventories are stated at the lower of actual cost, on a first-in, first-out, or
FIFO, basis, or market. Market price is generally based on the current selling
price of our products. We regularly review inventories to determine if their
carrying value exceeds market value, and we record a reserve to reduce the
carrying value to market price, as necessary. This write-down, if needed, would
result in a lower value, which would become the new cost basis in the carrying
value of the inventory. Historically, we have rarely experienced significant
occurrences of obsolescence or slow moving inventory.

FIXED ASSET IMPAIRMENT

We review long-lived assets whenever events and circumstances indicate that the
carrying value of these assets may not be recoverable based on estimated future
cash flows. In determining future cash flows, significant estimates are made by
us with respect to future operating results. If these assets are considered to
be impaired, the impairment to be recognized is measured by the amount by which
the carrying amount of the assets exceeds the fair value of the assets.

GOODWILL

We evaluate the carrying value of goodwill at least annually for impairment.
Fair value is determined based upon discounted cash flows and requires that we
make significant estimates and assumptions, including long-term projections of
cash flows, market conditions and appropriate discount rates. Our judgments are
based upon historical experience, current market conditions and other
information. While we believe the estimates and assumptions underlying the
valuation methodology to be reasonable, different assumptions could result in
different outcomes.

In estimating future cash flows, we rely upon internally generated forecasts for
sales, operating cash flows and capital expenditures to maintain current
equipment levels. We generally develop these forecasts based upon recent sales
data for existing operations and other factors.

SELF INSURANCE RESERVES

We offer our North American employees medical insurance and workers'
compensation plans that are primarily self-insured by us. As a result, we accrue
liabilities for known claims as well as the estimated amount of expected claims
incurred but not reported. We evaluate our medical and workers' compensation
claims liabilities on a quarterly basis through the review of claims lag studies
and knowledge of past history.


                                       35

<PAGE>

PENSIONS

We sponsor defined benefit pension plans for substantially all employees of our
French subsidiaries. We account for our defined benefit pension plans using SFAS
No. 87, "Employers' Accounting for Pensions." The benefits accrued under our
plans are calculated based on each employee's years of credited service and most
recent monthly compensation and service category. The obligations for the plan
sponsored by F&P are not funded and the obligations for the plan sponsored by
Bouverat are funded. Employees become vested in accordance with governmental
regulations in place at the time of retirement under both plans.

The calculation of pension expense and our pension liability requires the use of
a number of assumptions. Changes in these assumptions can result in different
expense and liability amounts, and future experience can differ from the
assumptions. We believe that the two most critical assumptions are the
compensation growth and discount rates.

When calculating pension expense for 2003, we assumed a compensation growth rate
of 2.0% or 3.0% depending on the plan. When calculating pension expense for 2004
and 2005, we assumed a compensation growth rate of 3.0%. We discounted our
future pension obligation using a rate of 5.0% for all periods presented. We
determined the appropriate compensation growth and discount rates based upon
market conditions, long-term corporate and government yields commensurate with
the ultimate pension obligation and long-term anticipated compensation trends.

Future changes in assumed compensation growth and discount rates and various
other factors related to participants in our pension plans will impact our
future pension expense and liabilities. We cannot predict with certainty what
these factors will be in the future.

REVENUE RECOGNITION

Generally, sales are recognized at the time product is shipped to the customer
at which time title and risk of ownership transfer to the purchaser.

INCOME TAXES

Deferred income tax assets and liabilities are computed for differences between
the financial statement and tax bases of assets and liabilities that will result
in taxable or deductible amounts in the future. Such deferred income tax asset
and liability computations are based on enacted tax laws and rates applicable to
periods in which the differences are expected to affect taxable income.
Valuation allowances are established when necessary to reduce deferred tax
assets to the amounts expected to be realized. Income tax expense is the tax
payable or refundable for the period plus or minus the change during the period
in deferred tax assets and liabilities.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

FOREIGN CURRENCY EXCHANGE RATES

We have in the past and may in the future manage certain foreign currency
exchange risk in relation to equipment purchases through the limited use of
foreign currency futures contracts to reduce the impact of changes in foreign
currency rates on firm commitments to purchase equipment. No such contracts
related to equipment purchases were outstanding as of December 31, 2004 or 2005.

We typically derive 50-60% of our sales from foreign manufacturing operations.
The financial position and results of operations of our subsidiaries in France
are measured in euros and translated into USD. The effects of foreign currency
fluctuations in France are somewhat mitigated by the fact that sales and
expenses are generally incurred in euros, and the reported net income will be
higher or lower depending on fluctuations in exchange rates between the USD and
the functional currencies of our foreign operations.


                                       36

<PAGE>

The financial position and results of operations of our subsidiary in Brazil are
measured in Brazilian reais and translated into USD. With respect to
approximately 40% of this subsidiary's sales, expenses are generally incurred in
Brazilian reais, but sales are invoiced in USD or euro. As such, results of
operations with regard to these sales are directly influenced by fluctuations in
the exchange rates between the Brazilian real and the USD or euro. The effects
of foreign currency exchange rate fluctuations are somewhat mitigated on the
remainder of this subsidiary's sales by the fact that these sales and the
related expenses associated with the sales are generally incurred in Brazilian
reais and the reported income will be higher or lower depending on fluctuations
in the exchange rates between the USD or euro and the Brazilian real. Our
consolidated net assets as of December 31, 2005 include amounts based in Europe
and in South America, and were translated into USD at the exchange rates in
effect at that date (1.1797 USD per euro and 2.3399 Brazilian reais per USD).
Accordingly, our consolidated net assets will fluctuate depending on the
exchange rates between the USD and the functional currencies of our foreign
operations as a result of currency translation adjustments.

INTEREST RATES

We are exposed to interest rate risk on a portion of our outstanding
indebtedness. Our senior secured credit facilities and our second line credit
facility bear interest at variable rates as described in Item 8 of this report.
We previously managed interest rate risk on a majority of our indebtedness
through the use of interest rate swap agreements that were settled in connection
with the Merger. We did not enter into new interest rate swap agreements upon
settlement of the prior agreements.

In March 2006, through the purchase of an interest rate swap contract we fixed
the interest rate on $50.0 million of our variable-interest-rate indebtedness at
LIBOR of 5.14% for five years.

Set forth below are the annual aggregate maturities of long-term obligations as
of December 31, 2005:

<TABLE>
<S>             <C>
YEARS ENDING DECEMBER 31,
         2006   $  8.6
         2007      3.2
         2008      4.4
         2009     13.6
         2010     27.0
   Thereafter    234.4
                ------
        Total   $291.2
                ======
</TABLE>

Our weighted average interest rates incurred on long-term obligations was 6.7%
in 2003, 7.9% in 2004 and 8.9% in 2005.

Based on the borrowing rates currently available to us for bank loans with
similar terms and average maturities, the fair value of long-term debt
approximated its carrying value as of December 31, 2004 and was $249.9 million
as of December 31, 2005.


                                       37
<PAGE>

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

                              TITAN HOLDINGS, INC.
                         INDEX TO FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                                            PAGE
                                                                            ----
<S>                                                                         <C>
TITAN HOLDINGS, INC. AUDITED FINANCIAL STATEMENTS
   Report of Independent Registered Public Accounting Firm                   39
   Consolidated Balance Sheets as of December 31, 2004 and
      December 31, 2005                                                      40
   Consolidated Statements of Operations and Comprehensive Income            41
   Consolidated Statements of Shareholders' Equity                           42
   Consolidated Statements of Cash Flows                                     43
   Notes to Consolidated Financial Statements                                44
</TABLE>


                                       38

<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Micron Holdings, Inc.
Kentwood, Michigan

We have audited the accompanying consolidated balance sheets of Titan Holdings,
Inc. and subsidiaries (the "Company") as of December 31, 2005 and 2004
(successor), and the related consolidated statements of operations and
comprehensive income, shareholders' equity, and cash flows for the year ended
December 31, 2005 (successor), for the periods from June 22, 2004 through
December 31, 2004 (successor), January 1, 2004 through June 21, 2004 (date of
the merger with Micron) (predecessor), and the year ended December 31, 2003
(predecessor). These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the
financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all
material respects, the financial position of Titan Holding, Inc. and
subsidiaries as of December 31, 2005 and 2004 (successor), and the results of
their operations and their cash flows for the year ended December 31, 2005
(successor), for the periods from June 22, 2004 through December 31, 2004
(successor), January 1, 2004 through June 21, 2004 (date of the merger with
Micron) (predecessor), and the year ended December 31, 2003 (predecessor), in
conformity with accounting principles generally accepted in the United States of
America.


/s/ Deloitte & Touche, LLP

Grand Rapids, Michigan
March 24, 2006


                                       39

<PAGE>

                      TITAN HOLDINGS, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                            DECEMBER 31,
                                                                        -------------------
                                                                          2004       2005
                                                                        --------   --------
Amounts in thousands, except share information                              (successor)
<S>                                                                     <C>        <C>
Assets

Current assets:
Cash and equivalents                                                    $  2,117   $ 14,733
Accounts receivable, net of allowances of $618 and $627, respectively     58,360     46,989
Inventories                                                               36,947     40,927
Prepaid expenses and other current assets                                  3,485      5,249
                                                                        --------   --------
Total current assets                                                     100,909    107,898

Property, plant and equipment, net                                       177,285    163,059
Goodwill                                                                 268,039    224,024
Other long-term assets                                                    23,199     36,782
                                                                        --------   --------
Total assets                                                            $569,432   $531,763
                                                                        ========   ========

Liabilities and Shareholders' Equity

Current liabilities:
Current maturities of long-term obligations                             $ 12,942   $  8,582
Accounts payable                                                          46,688     46,014

Accrued liabilities:
   Compensation                                                           18,002     15,325
   Other                                                                   2,559      1,989
                                                                        --------   --------
Total current liabilities                                                 80,191     71,910
                                                                        --------   --------
Long-term obligations, net of current maturities                         275,839    282,659
Deferred taxes                                                            40,563     42,696
Other long-term liabilities                                                7,479      7,893

Shareholders' equity:
Common stock - $.01 par value; 100 shares authorized,
   issued and outstanding as of December 31, 2004 and 2005
Additional paid-in capital                                               145,112    162,140
Accumulated other comprehensive income                                    19,694      4,098
Retained earnings (accumulated deficit)                                      554    (39,633)
                                                                        --------   --------
Total shareholders' equity                                               165,360    126,605
                                                                        --------   --------
Total liabilities and shareholders' equity                              $569,432   $531,763
                                                                        ========   ========
</TABLE>

                 See notes to consolidated financial statements.


                                       40

<PAGE>

                      TITAN HOLDINGS, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND
                              COMPREHENSIVE INCOME

<TABLE>
<CAPTION>
                                                                  SIX MONTHS ENDED
                                                YEAR ENDED    -----------------------    YEAR ENDED
                                               DECEMBER 31,   JUNE 30,   DECEMBER 31,   DECEMBER 31,
                                                   2003         2004         2004          2005
                                               ------------   --------   ------------   ------------
Amounts in thousands                                (predecessor)                (successor)
<S>                                            <C>            <C>        <C>            <C>
Sales                                            $323,210     $184,489     $165,821      $ 347,823
Cost of sales                                     280,070      153,426      140,847        306,384
Goodwill impairment                                                                         33,000
                                                 --------     --------     --------      ---------
Gross profit                                       43,140       31,063       24,974          8,439
Selling, general and administrative expenses       17,577       17,337       10,566         22,055
                                                 --------     --------     --------      ---------
Income (loss) from operations                      25,563       13,726       14,408        (13,616)
Interest expense, net                               9,444        4,666       11,638         25,141
Other expenses, net                                 4,428        3,672        1,794          5,213
                                                 --------     --------     --------      ---------
Income (loss) before tax provision                 11,691        5,388          976        (43,970)
Tax provision                                       4,697        3,211          422         (3,800)
Net loss from joint venture                                                                     17
                                                 --------     --------     --------      ---------
Net income (loss)                                $  6,994     $  2,177     $    554       ($40,187)
                                                 ========     ========     ========      =========

Statements of Comprehensive Income (Loss):
Net income (loss)                                $  6,994     $  2,177     $    554       ($40,187)

Other comprehensive income (losses):
Foreign currency translation adjustments            5,744       (1,138)      19,694        (15,596)
Amortization of interest rate agreements              269          135
                                                 --------     --------     --------      ---------
Comprehensive income (loss)                      $ 13,007     $  1,174     $ 20,248       ($55,783)
                                                 ========     ========     ========      =========
</TABLE>

                 See notes to consolidated financial statements.


                                       41
<PAGE>

                              TITAN HOLDINGS, INC.
                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                   SERIES A         SERIES B                                  ACCUMULATED
                               PREFERRED STOCK  PREFERRED STOCK   COMMON STOCK   ADDITIONAL      OTHER
                               ---------------  ---------------  --------------    PAID-IN   COMPREHENSIVE   RETAINED
AMOUNTS IN THOUSANDS            SHARES  AMOUNT   SHARES  AMOUNT  SHARES  AMOUNT    CAPITAL   INCOME (LOSS)   EARNINGS    TOTAL
--------------------            ------  ------   ------  ------  ------  ------  ----------  -------------  ---------  ---------
<S>                            <C>      <C>     <C>      <C>     <C>     <C>     <C>         <C>            <C>        <C>
Balance, January 1, 2003
   (predecessor)                  579    $ 6       110    $ 1     6,479   $ 65   $ 137,824      ($3,835)    $  15,260  $ 149,321
Net income                                                                                                      6,994      6,994
Foreign currency translation
   adjustments                                                                                    5,744                    5,744
Amortization of interest rate
   agreements                                                                                       269                      269
                                  ---    ---       ---    ---     -----   ----   ---------      -------     ---------  ---------
Balance, December 31, 2003
   (predecessor)                  579      6       110      1     6,479     65     137,824        2,178        22,254    162,328
Net income                                                                                                      2,177      2,177
Foreign currency translation
   adjustments                                                                                   (1,138)                  (1,138)
Amortization of interest rate
   agreements                                                                                       135                      135
                                  ---    ---       ---    ---     -----   ----   ---------      -------     ---------  ---------
Balance, June 30, 2004
   (predecessor)                  579      6       110      1     6,479     65     137,824        1,175        24,431    163,502

Elimination of former
   shareholders' equity upon
   consummation of Merger        (579)    (6)     (110)    (1)   (6,479)   (65)   (137,824)      (1,175)      (24,431)  (163,502)
Equity contributions from
   shareholders                                                                    143,400                               143,400
Tax benefit of stock option
   exercises                                                                         1,712                                 1,712
Net income                                                                                                        554        554
Foreign currency translation
   adjustments                                                                                   19,694                   19,694
                                                                                 ---------      -------     ---------  ---------
Balance, December 31, 2004
   (successor)                                                                     145,112       19,694           554    165,360

Equity contributions from
   shareholders                                                                     17,028                                17,028
Net loss                                                                                                      (40,187)   (40,187)
Foreign currency translation
   adjustments                                                                                  (15,596)                 (15,596)
                                                                                 ---------     --------     ---------  ---------
Balance, December 31, 2005
   (successor)                                                                   $ 162,140     $  4,098      ($39,633) $ 126,605
                                                                                 =========     ========     =========  =========
</TABLE>

                 See notes to consolidated financial statements.


                                       42

<PAGE>

                      TITAN HOLDINGS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                                SIX MONTHS ENDED
                                                              YEAR ENDED    ------------------------    YEAR ENDED
                                                             DECEMBER 31,    JUNE 30,   DECEMBER 31,   DECEMBER 31,
Amounts in thousands                                             2003          2004         2004           2005
--------------------                                         ------------   ---------   ------------   ------------
                                                                   (predecessor)                (successor)
<S>                                                          <C>            <C>         <C>            <C>
Cash flows from operating activities:
Cash received from customers                                  $ 331,121     $ 175,424    $ 176,320      $ 353,523
Cash paid to suppliers and employees                           (281,726)     (154,938)    (163,250)      (309,293)
Income taxes received (paid)                                       (950)       (3,331)      (1,768)        (2,768)
Interest paid                                                   (10,456)       (6,461)     (11,839)       (25,365)
                                                              ---------     ---------    ---------      ---------
Net cash provided by (used in) operating activities              37,989        10,694         (537)        16,097
                                                              ---------     ---------    ---------      ---------
Cash flows from investing activities:
Expenditures for property, plant and equipment                  (22,459)      (10,676)      (9,679)       (18,346)
Equipment deposits refunded (paid and to be refunded), net        1,727          (165)       1,680         (1,999)
Proceeds from sale of property, plant and equipment               6,656           808          550            450
Acquisitions, net of cash                                                                   (1,084)       (11,047)
Payment to terminate lease                                         (739)
Investments in joint venture                                                                                 (450)
Other                                                               (58)         (174)          21           (169)
                                                              ---------     ---------    ---------      ---------
Net cash used in investing activities                           (14,873)      (10,207)      (8,512)       (31,561)
                                                              ---------     ---------    ---------      ---------
Cash flows from financing activities:
Borrowings (repayments) on lines of credit, net                     620        (3,531)       7,615        (15,561)
Proceeds from issuance of long-term obligations                     872       247,248          647         76,021
Principal payments of long-term obligations                     (28,827)     (109,940)      (3,437)       (45,605)
Payments to shareholders and option holders                                  (232,663)
Shareholder contributions                                                     115,400                      17,028
Debt issue costs and other                                                    (10,855)        (781)        (3,882)
                                                              ---------     ---------    ---------      ---------
Net cash provided by (used in) financing activities             (27,335)        5,659        4,044         28,001
                                                              ---------     ---------    ---------      ---------
Effect of exchange rate changes on cash and equivalents             298           (18)         (81)            79
                                                              ---------     ---------    ---------      ---------
Increase (decrease) in cash and equivalents                      (3,921)        6,128       (5,086)        12,616
Cash and equivalents at beginning of period                       4,996         1,075        7,203          2,117
                                                              ---------     ---------    ---------      ---------
Cash and equivalents at end of period                         $   1,075     $   7,203    $   2,117      $  14,733
                                                              =========     =========    =========      =========
</TABLE>

                 See notes to consolidated financial statements.


                                       43
<PAGE>

                      TITAN HOLDINGS, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                DECEMBER 31, 2005

1. OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

In these notes, unless the context otherwise requires

-    "Micron" refers to Micron Holdings, Inc., a Delaware holding company and
     the parent company of Titan,

-    "Titan" refers to Titan Holdings, Inc., a Delaware holding company and the
     parent company of Autocam,

-    "we," "our" or "us" refer to Titan together with its consolidated
     subsidiaries, and

-    "Autocam" refers to Autocam Corporation, a wholly-owned subsidiary of
     Titan.

Unless otherwise indicated, all references in these notes to fiscal years are to
the year ended on December 31. Unless the context requires otherwise, all
references in these notes to "2003," "2004" and "2005" relate to the fiscal
years ended December 31, 2003, December 31, 2004 and December 31, 2005.

PRINCIPLES OF CONSOLIDATION -- Our consolidated financial statements are
prepared in accordance with accounting principles generally accepted in the
United States of America. All of our significant intercompany accounts and
transactions have been eliminated in consolidation. All figures in these notes
are expressed in thousands of U.S. dollars, unless otherwise noted.

NATURE OF OPERATIONS -- We design and manufacture close-tolerance, specialty
metal alloy components for mechanical and electromechanical systems using
turning, grinding and milling processes. Currently, we manufacture components
for use on steering, fuel delivery, electric motor, braking and air bag systems
for the transportation industry and medical devices for the ophthalmic,
orthopedic and cardiovascular surgery industries. We have seven manufacturing
locations in the United States, four in France, three in Brazil and one each in
Poland and China. Our customers are located in virtually all areas of the world,
with the exception of the continent of Africa.

On June 21, 2004, Micron Merger Corporation, a newly formed entity and
wholly-owned subsidiary of Micron, merged with and into Titan with Titan
continuing as the surviving corporation (the "Merger"). As a result, Titan
became a wholly-owned subsidiary of Micron. The total amount of consideration
paid in the Merger, including amounts related to the repayment of indebtedness,
the redemption of the outstanding preferred stock of Titan, payments to common
shareholders of Titan and the payment of transaction costs incurred by Titan,
was $395,000. The Merger was financed with the net proceeds from Autocam's
issuance of $140,000 of senior subordinated notes, which are guaranteed by Titan
(the "Notes"), borrowings under our senior credit facilities of $114,000 and
combined common equity contributions of $143,400 by GS Capital Partners 2000,
L.P. ("GSCP 2000"), other private equity funds affiliated with GSCP 2000,
Transportation Resource Partners LP ("TRP"), other investment vehicles
affiliated with TRP, and certain of our management.

SUCCESSOR PERIODS -- Represents our consolidated financial position and
consolidated results of operations and cash flows reflecting the basis of
accounting after purchasing accounting for the Merger.

PREDECESSOR PERIODS -- Represents our consolidated financial position and
results of operations and cash flows reflecting the historical basis of
accounting without any application of purchase accounting for the Merger.

ESTIMATES -- The preparation of financial statements in conformity with
accounting principles generally accepted in the United States of America
requires our management to make estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosures of contingent assets
and liabilities at the date of the financial statements and the reported amounts
of revenues and expenses during the reporting period. Although our management
believes the estimates are reasonable, actual results could differ from those
estimates.

FINANCIAL INSTRUMENTS consist principally of cash and equivalents, accounts
receivable and payable, debt and related interest contracts. The carrying
amounts of our financial instruments approximate estimated fair value, except
for the senior subordinated notes and interest contracts. We have determined the
estimated fair value amounts using available market information and valuation
methodologies (see Note 5).


                                       44

<PAGE>

CASH AND EQUIVALENTS consist of highly-liquid investments with original
maturities of three months or less at the date of purchase.

ACCOUNTS RECEIVABLE -- We participate in an accounts receivable financing
facility under which accounts receivable are sold without recourse to an
unrelated third party, resulting in reductions of accounts receivable of $18,809
as of December 31, 2004 and $23,846 as of December 31, 2005. We account for the
sales of receivables in accordance with the requirements of Financial Accounting
Standards Board's ("FASB") Statement of Financial Accounting Standards ("SFAS")
No. 140, "Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities." Net discounts recognized on sales of receivables
of $181 in 2003, $150 in 2004 and $285 in 2005 are included in Selling, General
and Administrative Expenses, while certain factoring charges of $295 in 2003,
$402 in 2004 and $541 in 2005 are included in Net Other Expenses.

INVENTORIES are stated at the lower of actual cost, on a first-in, first-out
(FIFO) basis, or market.

PROPERTY, PLANT AND EQUIPMENT is stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets as
follows:

<TABLE>
<S>                          <C>
Buildings and improvements   31 years
Leasehold improvements       3 to 12 years
Machinery and equipment      3 to 12 years
Furniture and fixtures       5 to 10 years
</TABLE>

Maintenance and repairs that do not improve or extend the lives of the
respective assets are charged to expense. When properties are retired or sold,
the related cost and accumulated depreciation are removed from the accounts and
any gain or loss on disposition is recognized in the results of operations.
Gains arising from sale and leaseback transactions are deferred for amortization
to income over the lives of the related operating leases. Leasehold improvements
are amortized of the lesser of their useful lives or the lease term.

GOODWILL consists of amounts paid in excess of the fair value of acquired net
assets. Goodwill is not amortized; rather, it is subject to impairment testing
in accordance with SFAS No. 142, "Goodwill and Other Intangible Assets." We
evaluate for indicators of impairment the carrying value of our goodwill at
least on an annual basis (in the fourth quarter) and on an interim basis if
indicators of potential impairment arise between annual evaluations. Our
European segment experienced unfavorable operating results in 2005 primarily as
a result of lower production volumes on key programs, excessive labor costs,
increased customer pricing pressure and higher raw material costs. As a result,
our management concluded that Autocam's European reporting unit's goodwill had
been impaired and we recorded against our third quarter 2005 results a goodwill
impairment loss of $33,000. The fair value of that reporting unit was estimated
using the present value of expected future cash flows. This charge does not
result in current or future cash expenditures.

Set forth below is a summary of the changes in our goodwill balances by segment
in 2004 and 2005:

<TABLE>
<CAPTION>
                                 NORTH                SOUTH
                                AMERICA    EUROPE    AMERICA     TOTAL
                               --------   --------   -------   --------
<S>                            <C>        <C>        <C>       <C>
Balance at January 1, 2004     $125,209   $ 12,056   $ 2,181   $139,446
Acquisition activity             (8,807)   113,516     8,658    113,367
Translation and other                       15,921      (695)    15,226
                               --------   --------   -------   --------
Balance at December 31, 2004    116,402    141,493    10,144    268,039
Acquisition activity              5,412                           5,412
Impairment charge                          (33,000)             (33,000)
Translation and other                      (18,220)    1,793    (16,427)
                               --------   --------   -------   --------
Balance at December 31, 2005   $121,814   $ 90,273   $11,937   $224,024
                               ========   ========   =======   ========
</TABLE>


                                       45

<PAGE>

EQUIPMENT DEPOSITS AND OTHER LONG-TERM ASSETS consists primarily of debt issue
costs of $11,128 as of December 31, 2004 and $11,025 as of December 31, 2005
(amortized over the terms of the debt instruments) and deposits on equipment to
be placed into service in the future of $2,093 as of December 31, 2004 and
$3,069 as of December 31, 2005. Debt issue cost amortization expense was $706 in
2003, $2,962 in 2004 and $3,528 in 2005. This expense includes $1,822 in 2004
and $1,652 in 2005 in unamortized debt issue costs incurred to secure our senior
credit facilities that were written off in connection repayment of indebtedness
precipitated by the Merger and the repayment of a portion of our senior credit
facilities indebtedness in connection with entering into our second lien credit
facility agreement (see Note 5).

Set forth below is expected debt issue cost amortization expense to be recorded
by us in the years following December 31, 2005:

<TABLE>
<S>                         <C>
YEARS ENDING DECEMBER 31,
      2006                  $ 1,786
      2007                    1,786
      2008                    1,782
      2009                    1,692
      2010                    1,498
Thereafter                    2,481
                            -------
     Total                  $11,025
                            =======
</TABLE>

ACCOUNTS PAYABLE includes the reclassification from Cash and Equivalents of
outstanding checks, net of related cash balances, totaling $4,142 as of December
31, 2004 and $4,691 as of December 31, 2005.

REVENUE RECOGNITION -- Sales are recognized at the time product is shipped to
the customer, at which time title and risk of ownership transfer to the
purchaser.

INCOME TAXES -- Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future.
Such deferred income tax asset and liability computations are based on enacted
tax laws and rates applicable to periods in which the differences are expected
to affect taxable income. Valuation allowances are established when necessary to
reduce deferred tax assets to the amounts expected to be realized. Income tax
expense is the tax payable or refundable for the period plus or minus the change
during the period in deferred tax assets and liabilities (see Note 7).

DERIVATIVE AND HEDGING ACTIVITIES -- From time to time, we manage interest rate
risk through the use of interest rate swap agreements although no such
instruments were outstanding as of December 31, 2004 or December 31, 2005. We
also manage foreign currency exchange risks in relation to equipment purchases
through the limited use of foreign currency futures contracts to reduce the
impact of changes in foreign currency rates on firm commitments to purchase
equipment. No such contracts related to equipment purchases were outstanding as
of December 31, 2004 or December 31, 2005. In March 2006, through an interest
rate swap agreement we fixed the interest rate on $50,000 of our
variable-interest-rate indebtedness at a London Interbank Offered Rate of 5.14%
for five years.

STOCK-BASED COMPENSATION -- We apply Accounting Principles Board ("APB") Opinion
No. 25, "Accounting for Stock Issued to Employees," and related interpretations,
in accounting for our stock-based compensation plans. Accordingly, no
stock-based employee compensation cost is reflected in net income as all options
granted under those plans had an exercise price equal to the estimated market
value of the underlying common stock on the date of the grant (see Note 10). Had
stock-based employee compensation cost of our stock option plan been determined
based upon the fair value at the grant dates for awards under those plans
consistent with the method of SFAS No. 123, "Accounting for Stock-Based
Compensation," as amended by SFAS No. 148, "Accounting for Stock-Based
Compensation -- Transition and Disclosure," our net income would have changed to
the pro forma amounts indicated below:


                                       46

<PAGE>

<TABLE>
<CAPTION>
                                                                      SIX MONTHS ENDED
                                                   -----------------------------------------------------
                                                   DECEMBER 31,   JUNE 30,   DECEMBER 31,   DECEMBER 31,
                                                       2003         2004         2004           2005
                                                   ------------   --------   ------------   ------------
                                                        (predecessor)                (successor)
<S>                                                <C>            <C>        <C>            <C>
As reported                                           $6,994       $2,177        $ 554        ($40,187)
Compensation expense, net of related tax effects        (559)        (280)        (200)           (405)
                                                      ------       ------        -----        --------
Pro forma                                             $6,435       $1,897        $ 354        ($40,592)
                                                      ======       ======        =====        ========
</TABLE>

The fair value approach was used to value all option grants, with the following
weighted-average assumptions: risk-free interest rates, 4%-4.51%; volatility
rates, 10.98%-12.01%; and expected life of options, 10 years.

NEW ACCOUNTING PRONOUNCEMENTS -- In December 2004, the FASB issued SFAS No.
123(R), "Share-Based Payment," which will require compensation costs related to
share-based payment transactions to be recognized in the financial statements.
With limited exceptions, the amount of compensation cost will be measured based
on the grant date fair value of the equity or liability instruments issued. In
addition, liability awards will be re-measured each reporting period.
Compensation cost will be recognized over the period that an employee provides
services in exchange for the award. SFAS No. 123(R) replaces SFAS No. 123 and
supercedes APB No. 25. SFAS No. 123(R) becomes effective at the beginning
January 1, 2006. We expect the impact of adopting SFAS No. 123(R) will be
consistent with the pro forma expense that has been previously disclosed,
adjusted for future grants, cancellations and exercises of stock options in
accordance with SFAS No. 123(R).

In May 2005, the FASB issued SFAS No. 154, "Accounting Changes and Error
Corrections," which replaces APB Opinion No, 20, "Accounting Changes," and SFAS
No. 3, "Reporting Accounting Changes in Interim Financial Statements," and
provides guidance on the accounting for and reporting of accounting changes and
error corrections. SFAS No. 154 applies to all voluntary changes in accounting
principles and requires retrospective application (as defined) to prior periods'
financial statements, unless it is impracticable to determine the effects of a
change. It also applies to changes required by an accounting pronouncement that
does not include specific transition provisions. In addition, SFAS No. 154
redefines restatement as the revising of previously issued financial statements
to reflect the correction of an error. This statement is effective for
accounting changes and corrections of errors made in fiscal years beginning
after December 15, 2005. We will adopt SFAS No. 154 beginning January 1, 2006.

RESTRUCTURING -- In June 2003, we closed our Chicago, Illinois facility and
moved all existing production to other facilities. We incurred related employee
termination and plant closing costs of $879 in 2003. In that year, we also
incurred $534 of costs associated with the termination of our building lease and
other ancillary costs upon ceasing use of the facility. All of the
aforementioned expenses are included in Cost of Sales. In December 2005, we
closed our Perrieres, France facility and moved all existing production to other
facilities. We incurred related employee termination and plant closing costs of
$4,878 in 2005, $3,114 of which are included in Cost of Sales and $1,764 of
which are included in Selling, General and Administrative Expenses.

JOINT VENTURE -- We and an unrelated entity jointly own Wuxi Weifu Autocam
Precision Machinery Company, Ltd. ("JV"), which was formed in China in 2005. The
purpose of the JV is to produce fuel delivery systems components for a
customer's Asian operations. Our investment in JV of 50% is being accounted for
under the equity method.

2. BUSINESS COMBINATIONS

The Merger (see Note 1) was accounted for as a purchase, and accordingly, the
purchase price was allocated to assets acquired and liabilities assumed based
upon their relative fair market values. Cost in excess of the fair value of the
net assets acquired (goodwill) was $249,371, allocated among our operating
segments as follows: North America - $116,227, Europe - $124,486 and South
America - $8,658. The results of our operations and cash flows (as predecessor
company) have been reported through June 30, 2004.


                                       47

<PAGE>

Set forth below are our unaudited pro forma statements of operations information
for 2003 and the six months ended June 30, 2004, which are based upon our
historical Consolidated Statements of Operations for those periods after giving
effect to the Merger as if such transaction had occurred at the beginning of
each period presented. These pro forma results are based upon assumptions
considered appropriate our management and include adjustments as considered
necessary in the circumstances. Such adjustments include interest expense that
would have been incurred to finance the purchase, depreciation expense based on
the fair market value of the property and equipment acquired and the
corresponding tax effects of each. These pro forma results have been prepared
for comparative purposes only and do not purport to be indicative of results
which would have actually been reported had the Merger taken place at the
beginning of each period presented or which may be reported in the future.

<TABLE>
<CAPTION>
                        SIX MONTHS
                           ENDED
                         JUNE 30,
               2003        2004
             --------   ----------
<S>          <C>        <C>
Sales        $323,210    $184,489
Net income      1,269       6,649
</TABLE>

Effective November 1, 2004, Autocam, through our wholly-owned subsidiary, Frank
& Pignard, SA, acquired the stock of ATI, S.A.S. ("ATI"), for $1,681 in cash and
the assumption of $6,065 in debt, primarily consisting of capital lease
obligations. The acquisition was accounted for as a purchase, and accordingly,
the purchase price was allocated to assets acquired and liabilities assumed
based upon their relative fair market values. Cost in excess of the fair value
of the net assets acquired (goodwill) was $1,086.

On June 15, 2005, Autocam Greenville, Inc., a wholly-owned subsidiary of
Autocam, acquired the stock of Sager Precision Technologies, Inc. for $9,902 in
cash and the assumption of $240 in capital lease obligations. In accordance with
the purchase agreement, we recognized a receivable from the seller of $342
representing a shortfall in working capital on June 15, 2005. Additional
consideration will be paid to the seller if earnings before interest, taxes,
depreciation and amortization exceed certain levels for the year ending June 30,
2006. The purchase price was primarily financed indirectly through $10,028 in
equity contributions from the shareholders of Micron. The acquisition was
accounted for as a purchase, and accordingly, the purchase price was allocated
to assets acquired and liabilities assumed based upon their relative fair market
values. Cost in excess of the fair value of the net assets acquired (goodwill)
was $5,242.


                                       48

<PAGE>

3. INVENTORIES

Set forth below are the components of Inventories as of December 31:

<TABLE>
<CAPTION>
                        2004      2005
                      -------   -------
                         (successor)
<S>                   <C>       <C>
Raw materials         $11,030   $12,657
Production supplies     7,188     7,512
Work in-process        12,979    14,916
Finished goods          5,750     5,842
                      -------   -------
Total inventories     $36,947   $40,927
                      =======   =======
</TABLE>

4. PROPERTY, PLANT AND EQUIPMENT

Set forth below are the components of Property, Plant and Equipment, Net as of
December 31:

<TABLE>
<CAPTION>
                                             2004       2005
                                           --------   --------
                                               (successor)
<S>                                        <C>         <C>
Buildings and land                         $ 10,838   $ 10,156
Machinery and equipment                     161,407    160,631
Furniture and fixtures                       11,041     11,402
                                           --------   --------
Total                                       183,286    182,189
Accumulated depreciation                     (6,001)   (19,130)
                                           --------   --------
Total property, plant and equipment, net   $177,285   $163,059
                                           ========   ========
</TABLE>


                                       49

<PAGE>

5. LONG-TERM OBLIGATIONS

Set forth below are the components of Long-Term Obligations as of December 31
(percentages represent interest rates as of December 31, 2005):

<TABLE>
<CAPTION>
                                                       2004       2005
                                                     --------   --------
                                                         (successor)
<S>                                                  <C>        <C>
Senior credit facility:
   U.S. dollar term note with banks - principal
   payments in quarterly installments beginning in
   September 2010; interest payable quarterly at
   variable interest rates based on LIBOR plus
   3.5% (7.938-8.25% per annum); due June 2011       $ 32,835   $ 19,988

   Euro term note with banks - principal payments
   in quarterly installments beginning in
   September 2008; interest payable quarterly at
   variable interest rates based on EURIBOR plus
   4% (6.492% per annum); due June 2011                83,269     42,532

   Multi-currency revolving line of credit with
   banks - interest payable quarterly at variable
   interest rates based on either LIBOR plus 3.5%
   or the bank's prime rate plus 2.5%; principal
   due June 2011                                       18,000

Second lien term note:
   U.S. dollar-denominated portion - interest
   payable in quarterly installments at variable
   interest rates based on LIBOR plus 7% (11.438%
   per annum); principal due December 2011;
   balance due at December 31, 2005 reflects
   paid-in kind interest accrued at 1.5% per annum
   of the principal balance outstanding                           60,023

   Euro-denominated portion - interest payable in
   quarterly installments at variable interest
   rates based on EURIBOR plus 8% (10.438% per
   annum); principal due December 2011; balance
   due at December 31, 2005 reflectes paid-in kind
   interest accrued at 1.5% per annum of the
   principal balance outstanding                                  14,951

Senior subordinated notes - interest payable in
   semi-annual installments at a fixed interest
   rate of 10.875% per annum, net of original
   issue discount; principal due June 2014            137,043    137,355

Capital leases obligations - payable in monthly
   installments, including interest imputed at
   rates ranging from 2.14% to 19.62%; due through
   February 2016                                       12,659      8,546
Other                                                   4,975      7,846
                                                     --------   --------
Total long-term obligations                           288,781    291,241
Current portion                                       (12,942)    (8,582)
                                                     --------   --------
Long-term portion                                    $275,839   $282,659
                                                     ========   ========
</TABLE>

SENIOR CREDIT FACILITIES

In connection with the Merger, on June 21, 2004, Autocam entered into a $158,000
USD-equivalent senior credit facilities agreement, which consisted of a $36,100
multi-currency revolving credit facility available to Autocam, an E11,621
revolving credit facility available to our French subsidiary, Autocam France,
SARL, a $33,000 term loan to Autocam and a E62,700 term loan to Autocam France,
SARL.


                                       50

<PAGE>

On December 22, 2005, we amended our senior credit facilities agreement to
permit us to incur the second lien term loans discussed below, to replace
interest coverage, leverage and senior leverage ratio covenants with maximum
first lien leverage and revised maximum senior leverage ratio covenants, to
amend the consolidated capital expenditures covenant and to make other
modifications. We also reduced the committed amount of our
multi-currency-denominated revolving credit facility from $36,100 to $28,880 and
we reduced the committed amount of Autocam France, SARL's euro-denominated
revolving credit facility from E11,621 to E9,297 (USD-equivalent of
$10,968 as of December 31, 2005). We had no borrowings outstanding under any of
the revolving credit facilities of our senior credit facilities as of December
31, 2005. Our ability to borrow against these facilities expires in June 2011.

Interest and Fees. The interest rate margins on our senior credit facilities
changed in conjunction with the December 2005 amendment to our senior credit
facilities agreement. The interest rate margin applicable to the U.S. Term Loans
(with a Eurocurrency rate) is 3.50% and the interest rate margin applicable to
the Euro Term Loans is 4.00%, in each case from December 22, 2005 until the
later of the first anniversary of the effective date of the first amendment
(i.e. April 2006) to our senior credit facilities agreement and the date we
demonstrate a "Leverage Ratio," as defined in our senior credit facilities
agreement, of less than or equal to 4.50:1.00. Thereafter, the applicable
interest rate margin is determined by reference to the Leverage Ratio in effect
from time to time as set forth below:

<TABLE>
<CAPTION>
                   APPLICABLE MARGIN FOR REVOLVING   APPLICABLE MARGIN
                   LOANS, EUROPEAN REVOLVING LOANS      FOR EUROPEAN
LEVERAGE RATIO           AND U.S. TERM LOANS             TERM LOANS
--------------     -------------------------------   -----------------
<S>                <C>                               <C>
> or = 3.00:1.00                3.25%                      3.75%
<      3.00:1.00                3.00%                      3.50%
</TABLE>

If, at any time our "First Lien Leverage Ratio" as defined in our senior credit
facilities agreement exceeds 2.25:1.00, the applicable margins shown above shall
be increased by 0.25%, and if our First Lien Leverage Ratio exceeds 2.75:1.00,
the applicable margins shown above shall be increased by an additional 0.25%.
The interest rate margin applicable to swing line loans and other loans that are
base rate loans is an amount equal to the margin applicable to Eurocurrency rate
loans at that time, minus 1.00% per annum.

Amortization and Prepayments. After giving effect to the prepayments made from
the proceeds of the term loans under our second lien credit facility (described
below), no amortization of the term loans under our senior credit facilities is
required through the quarter ending June 30, 2008, and thereafter required
amortization is as follows:

<TABLE>
<CAPTION>
                        TERM LOAN INSTALLMENTS
                        ----------------------
FISCAL QUARTER ENDING       U.S.    EUROPEAN
---------------------     -------   --------
<S>                     <C>         <C>
September 30, 2008                   E   894
December 31, 2008                      1,073
March 31, 2009                         2,682
June 30, 2009                          2,682
September 30, 2009                     2,682
December 31, 2009                      2,682
March 31, 2010                         3,893
June 30, 2010                          3,893
September 30, 2010        $ 2,298      3,893
December 31, 2010           5,896      3,893
March 31, 2011              5,896      3,893
June 30, 2011               5,898      3,893
                          -------    -------
Total                     $19,988    E36,053
                          =======    =======
</TABLE>

Our senior credit facilities also require mandatory prepayments on terms
substantially identical to our second lien credit facility (described below).


                                       51
<PAGE>

Collateral and Guarantors. Indebtedness under our senior credit facilities is
guaranteed by Titan, Autocam Europe, B.V. (Autocam's Dutch subsidiary), and by
each existing and subsequently acquired or organized domestic and, to the extent
no material adverse tax consequence would result and to the extent permitted
under local law, foreign subsidiary, and by Autocam with respect to the
obligations of Autocam France, SARL under the Eurocurrency Term Loan and
revolving credit facilities.

Indebtedness under our senior credit facilities is secured by a first priority
lien on substantially all of our and the guarantors' tangible and intangible
assets, including personal property, real property, intercompany indebtedness
and capital stock owned by Autocam and such guarantors, limited to 65% of such
capital stock in the case of certain foreign subsidiaries.

Financial and Restrictive Covenants. Our senior credit facilities agreement
contains maximum first lien leverage ratios, maximum senior leverage ratios and
maximum capital expenditures and also contains covenants that restrict our
ability to incur additional indebtedness, grant liens, make investments, loans,
guarantees or advances, make restricted junior payments, including dividends,
redemptions of capital stock and voluntary prepayments or repurchase of certain
other indebtedness, engage in mergers, acquisitions or sales of assets, enter
into sale and leaseback transactions or engage in certain transactions with
affiliates and otherwise restrict certain corporate activities.

THE SECOND LIEN CREDIT FACILITY

On December 22, 2005, Autocam entered into a second lien Term Loan and Guaranty
Agreement ("second lien credit facility") with a syndicate of lenders, Goldman
Sachs Credit Partners L.P. as syndication agent, lead arranger and sole book
runner, and The Bank of New York as administrative agent and collateral agent.

Amount and Final Maturity. The second lien credit facility provides for a
$60,000 term loan and a E12,669 term loan (USD-equivalent of $15,000 as of
December 31, 2005). Each term loan has a final maturity of six years. Autocam is
the borrower under the term notes, which were fully borrowed at the closing on
December 22, 2005.

Use of Proceeds. Proceeds of the second lien term loans were used by us to repay
borrowings under our senior credit facilities as follows: (i) $12,600 of term
loans borrowed by Autocam, (ii) E22,728 of term loans borrowed by Autocam
France, SARL, and (iii) $29,000 of revolving loans borrowed by Autocam. The
balance of the proceeds was used to pay transaction costs and interest due on
our senior credit facilities and for working capital and general corporate
purposes.

Interest and Fees. The interest rates applicable to loans under our second lien
credit facility will be (i) in the case of our USD-denominated term loans, at
its option equal to either (x) a base (prime) rate plus 7.50% per annum or (y)
an adjusted Eurodollar bank deposit rate plus 8.50% per annum; or (ii) in the
case of our euro-denominated term loans, an adjusted Euro bank deposit rate plus
9.50% per annum. We may at our option, in lieu of payment of interest in cash,
pay up to 1.50% per annum of the interest by adding such interest to the then
outstanding principal amount of the term loans (payment-in-kind).

We have agreed to pay various fees with respect to our second lien credit
facility, including customary arrangement fees paid to Goldman Sachs Credit
Partners L.P. and a customary annual administrative agent fee payable to The
Bank of New York.

Prepayments. Our second lien credit facility requires mandatory prepayments,
subject to exceptions, of an amount equal to:

-    100% of the net cash proceeds from asset sales or other dispositions of
     property by us or our subsidiaries, including insurance proceeds or
     governmental condemnations, other than inventory sold or disposed of in the
     ordinary course of business, certain other transactions and net cash
     proceeds reinvested in assets used in our business;

-    50% of the net cash proceeds from the issuance of specified equity
     securities, provided that this percentage will be reduced to 25% if our
     "Leverage Ratio", as defined in our second lien credit facilities
     agreement, is less than 3.00:1.00;

-    100% of the net cash proceeds from the issuance of specified debt
     obligations by us or our subsidiaries; and

-    75% of "Consolidated Excess Cash Flow", as defined in our second lien
     credit facility agreement, provided that this percentage will be reduced to
     50% if its "Leverage Ratio" is less than 3.00:1.00.

Mandatory prepayments (which are permitted to be waived by the lenders in
certain circumstances) will be applied first to repay our obligations under our
senior credit facilities, and then remaining amounts, if any, to our USD term
loans and our euro term loans under our second lien credit facility on a pro
rata basis.


                                       52

<PAGE>

We are permitted to voluntarily prepay loans under our second lien credit
facility on or after December 22, 2006, subject to the terms of our senior
credit facilities agreement. If we voluntarily prepay all or any portion of our
second lien credit facility, we are required to pay a prepayment premium (as a
percentage of the principal prepaid) as follows: on or after December 22, 2006
but prior to December 22, 2007, 2.0%; and on or after December 22, 2007 but
prior to December 22, 2008, 1.0%. The term loans under our second lien credit
facility may be prepaid without a prepayment premium from and after December 22,
2008.

Collateral and Guarantors. Indebtedness under our second lien credit facility is
guaranteed by Titan, Autocam's Dutch subsidiary, Autocam Europe, B.V., and each
of our existing and subsequently acquired or organized domestic and, to the
extent no material adverse tax consequence would result and permitted under
local law, each of our foreign subsidiaries.

Indebtedness under our second lien credit facility is secured by a second
priority lien on substantially all of our and the guarantors' tangible and
intangible assets, including personal property, real property, intercompany
indebtedness and capital stock owned by us and such guarantors, limited to 65%
of such capital stock in the case of certain foreign subsidiaries.

The liens to secure our second lien credit facility are subordinated to the
liens to secure our senior credit facilities. The priority of, and certain other
matters relating to, the liens in the collateral under our second lien credit
facility and our senior credit facilities is set out in an intercreditor
agreement.

Financial and Restrictive Covenants. Our second lien credit facility agreement
contains maximum senior leverage ratios that vary during the term of the
facility agreement. Our second lien credit facility agreement also contains
covenants that restrict our ability to incur additional indebtedness, grant
liens, make investments, loans, guarantees or advances, make restricted junior
payments, including dividends, redemptions of capital stock and voluntary
prepayments or repurchase of certain other indebtedness, engage in mergers,
acquisitions or sales of assets, enter into sale and leaseback transactions or
engage in certain transactions with affiliates and otherwise restrict certain
corporate activities. These are substantially identical to (and in some respects
more flexible than) the covenants in our senior credit facilities agreement.

Representations and Affirmative Covenants. Our second lien credit facility
contains customary representations, warranties and affirmative covenants.

Events of Defaults. Our second lien credit facility contains customary events of
default, which are substantially as set forth in our senior credit facilities
agreement, but with materiality thresholds 15% higher than the corresponding
provisions in our senior credit facilities agreement, including:

-    failure to make payments when due;

-    defaults under other material indebtedness;

-    non-compliance with covenants;

-    incorrectness of representations and warranties;

-    bankruptcy, insolvency or dissolution events;

-    material judgments;

-    certain events related to ERISA;

-    impairment of security interests in collateral or invalidity of guarantees;
     and

-    a "change of control," as defined in our second lien credit facilities
     agreement.

There is a 60-day standstill period with respect to a cross default to our
senior credit facilities agreement.

SENIOR SUBORDINATED NOTES

Autocam issued $140,000 of Notes in connection with the Merger. The Notes will
mature on June 15, 2014. Interest on the Notes accrues at the rate of 10.875%
per annum and is paid semi-annually in arrears on June 15 and December 15. We
make each interest payment to the holders of record on the immediately preceding
June 1 and December 1. Interest is computed on the basis of a 360-day year
comprised of twelve 30-day months.

The Notes:

-    are general unsecured obligations of Autocam;


                                       53

<PAGE>

-    are subordinated in right of payment to all our existing and future senior
     debt, including borrowings under our senior credit facilities and second
     lien credit facility;

-    rank equally in right of payment to any future senior subordinated
     indebtedness of ours;

-    are senior in right of payment to any future subordinated indebtedness of
     ours; and

-    are jointly, severally, fully and unconditionally guaranteed by the
     guarantors (see below and Note 14).

The Notes are guaranteed by all of our existing and future restricted
subsidiaries that are domestic subsidiaries and by Autocam Europe, B.V. and
Titan.

Each guarantee of the Notes:

-    is a general unsecured obligation of each guarantor;

-    is subordinated in right of payment to all existing and future senior debt
     of that guarantor;

-    is equal in right of payment with any future senior subordinated
     indebtedness of that guarantor;

-    is effectively subordinated to all secured indebtedness of that guarantor
     to the extent of the value of the assets securing such indebtedness; and

-    is effectively subordinated to the obligations of any subsidiary of that
     guarantor if that subsidiary is not a guarantor.

Except for Autocam Europe, B.V., none of our foreign subsidiaries guarantee the
Notes. The Notes are effectively subordinated in right of payment to all of our
indebtedness and other liabilities and commitments (including trade payables and
lease obligations) and those of our subsidiaries that are not guarantors. Any
right of ours to receive assets of any of our subsidiaries that are not
guarantors upon that subsidiary's liquidation or reorganization (and the
consequent right of the holders of the Notes to participate in those assets) is
effectively subordinated to the claims of that subsidiary's creditors, except to
the extent that we are recognized as a creditor of the subsidiary, in which case
those claims would still be subordinate in right of payment to any security in
the assets of the subsidiary and any indebtedness of the subsidiary senior to
that held by us.

Set forth below are the annual aggregate maturities of long-term obligations as
of December 31, 2005:

YEARS ENDING DECEMBER 31,

<TABLE>
<S>          <C>
2006         $  8,582
2007            3,194
2008            4,399
2009           13,588
2010           27,004
Thereafter    234,474
             --------
Total        $291,241
             ========
</TABLE>

Our weighted average interest rates incurred on long-term obligations was 6.7%
in 2003, 7.9% in 2004 and 8.9% in 2005.

Based on the borrowing rates currently available to us for bank loans with
similar terms and average maturities, the fair value of long-term debt
approximated its carrying value as of December 31, 2004 and was $249,941 as of
December 31, 2005.

6. COMMITMENTS

We lease buildings and equipment under capital leases. The cost of assets
purchased subject to capital leases was $239 in 2003, $1,933 in 2004 and $307 in
2005. The cost of the assets subject to the capital leases was $18,937 as of
December 31, 2004 and $16,108 as of December 31, 2005. The accumulated
amortization of such assets was $400 as of December 31, 2004 and $1,363 as of
December 31, 2005.

We lease buildings and equipment under non-cancelable operating leases, which
generally contain renewal and purchase options at fair market value at the end
of the lease terms. We lease other buildings under cancelable operating leases,
which contain renewal options every three years in accordance with French law.


                                       54

<PAGE>

Set forth below are minimum future lease payments under all capital and
operating leases as of December 31, 2005:

<TABLE>
<CAPTION>
                            CAPITAL   OPERATING
                             LEASES     LEASES
                            -------   ---------
<S>                         <C>        <C>
YEARS ENDING DECEMBER 31,
2006                        $ 2,864    $14,343
2007                          2,424     13,205
2008                          1,704     10,837
2009                            926      6,622
2010                            506      4,519
Thereafter                    1,263     15,388
                            -------    -------
Subtotal                      9,687    $64,914
                                       =======
Less imputed interest        (1,141)
                            -------
Total                       $ 8,546
                            =======
</TABLE>

Rent expense under operating leases summarized above was $11,404 in 2003,
$12,422 in 2004 and $14,098 in 2005.

As of December 31, 2005, we had non-cancelable purchase commitments for
machinery and equipment and buildings totaling $7,871 some of which may be
assigned to financing companies under operating lease agreements. In accordance
with terms of the purchase agreements, final acceptance of the equipment is
contingent upon the equipment demonstrating certain capabilities as documented
in our purchase orders.

On January 3, 2006, Autocam purchased certain assets and assumed certain
liabilities of ATS Automation Tooling Systems, Inc.'s ("ATS") Precision Metals
Division pursuant to an asset purchase agreement, dated December 12, 2005. In
connection therewith, we paid 6,000 Canadian dollars (USD-equivalent of $5,179).

We formerly guaranteed the performance under equipment leases of ATI. We
acquired the outstanding stock of ATI in 2004 (see Note 2), and therefore became
primarily responsible for the capital lease obligations of ATI. These
obligations are reflected in Long-Term Obligations.

7. INCOME TAXES

Set forth below is income (loss) before tax provision:

<TABLE>
<CAPTION>
                                      SIX MONTHS ENDED
                        --------------------------------------------
                                  JUNE 30,   DECEMBER 31,
                          2003      2004         2004         2005
                        -------   --------   ------------   --------
                           (predecessor)           (successor)
<S>                     <C>       <C>        <C>            <C>
U.S. income (loss)      $ 4,477    ($4,034)     ($3,913)    ($ 3,915)
Foreign income (loss)     7,214      9,422        4,889      (40,055)
                        -------   --------     --------     --------
Total                   $11,691   $  5,388     $    976     ($43,970)
                        =======   ========     ========     ========
</TABLE>


                                       55

<PAGE>

Set forth below is our income tax expense:

<TABLE>
<CAPTION>
                                       SIX MONTHS ENDED
                                   -----------------------
                                   JUNE 30,   DECEMBER 31,
                           2003      2004         2004         2005
                          ------   --------   ------------   -------
                            (predecessor)           (successor)
<S>                       <C>      <C>        <C>            <C>
Current:
   U.S. federal           $   27    ($1,691)    $ 3,582        ($467)
   Foreign                 1,349      4,525        (383)         948
   U.S. state and local       28          9          15           34
                          ------   --------     -------      -------
Total current              1,404      2,843       3,214          515
                          ------   --------     -------      -------
Deferred:
   U.S. federal            1,559        326      (4,522)        (727)
   Foreign                 1,734         42       1,730       (3,588)
                          ------   --------     -------      -------
Total deferred             3,293        368      (2,792)      (4,315)
                          ------   --------     -------      -------
Total taxes               $4,697   $  3,211     $   422      ($3,800)
                          ======   ========     =======      =======
</TABLE>

We do not provide for deferred taxes on the excess of the financial reporting
over the tax basis in our investments in foreign subsidiaries that are
essentially permanent in duration. That excess totaled $69,840 as of December
31, 2005. The determination of the additional deferred taxes that have not been
provided is not practicable.

Set forth below are reconciliations of the differences between our income tax
expense and income taxes computed at the United States Federal statutory tax
rate:

<TABLE>
<CAPTION>
                                                                         SIX MONTHS ENDED
                                                                     -----------------------
                                                                     JUNE 30,   DECEMBER 31,
                                                             2003      2004         2004         2005
                                                           -------   --------   ------------   --------
                                                              (predecessor)           (successor)
<S>                                                        <C>        <C>       <C>            <C>
Tax at United States Federal statutory rate                 $4,092    $1,885       $ 342       ($15,390)
Effect of foreign operations, net of related tax credits       558     1,068        (139)          (999)
Goodwill impairment                                                                              11,550
Non-deductible business combination expenditures                         340
Other                                                           47       (82)        219          1,039
                                                            ------    ------       -----       --------
Tax as reported                                             $4,697    $3,211       $ 422        ($3,800)
                                                            ======    ======       =====       ========
</TABLE>


                                       56

<PAGE>

Deferred income tax assets and liabilities as of December 31, 2004 and as of
December 31, 2005 reflect the effect of temporary differences between amounts of
assets, liabilities and equity for financial reporting purposes and the bases of
such assets, liabilities, and equity as measured by tax laws, as well as tax
loss and tax credit carryforwards.

Set forth below are temporary differences that gave rise to deferred tax assets
and liabilities as of December 31:

<TABLE>
<CAPTION>
                                                           2004                    2005
                                                  ---------------------   ---------------------
                                                       DEFERRED TAX            DEFERRED TAX
                                                  ---------------------   ---------------------
                                                   ASSETS   LIABILITIES    ASSETS   LIABILITIES
                                                  -------   -----------   -------   -----------
                                                                   (successor)
                                                  ---------------------------------------------
<S>                                               <C>       <C>           <C>       <C>
Domestic international sales corporation income               $   568                 $   426
Accrued expenses                                  $ 1,643         535     $   989         426
Foreign tax and other credits                       5,774                   6,915
Net operating loss carryforward                     7,421                  10,516
Depreciation and other                                         43,607                  38,163
                                                  -------     -------     -------     -------
Subtotal                                           14,838      44,710      18,420      39,015
Less valuation allowance                           (2,732)                 (3,945)
                                                  -------     -------     -------     -------
Total deferred taxes                              $12,106     $44,710     $14,475     $39,015
                                                  =======     =======     =======     =======
</TABLE>

Set forth below is the deferred tax detail above as reflected in the
consolidated balance sheets as of December 31:

<TABLE>
<CAPTION>
                                       2004      2005
                                     -------   --------
                                         (successor)
<S>                                  <C>       <C>
Short-term deferred tax assets         ($238)     ($725)
Long-term deferred tax assets         (7,721)   (17,431)
Long-term deferred tax liabilities    40,563     42,696
                                     -------   --------
Total deferred taxes                 $32,604   $ 24,540
                                     =======   ========
</TABLE>

We had United States Federal income tax credit carryforwards of $6,915 as of
December 31, 2005 related primarily to research and development expenses and
foreign tax credits, which expire from 2008 to 2025. We also had net operating
loss carryforwards available to offset future taxable income of $30,014, as of
December 31, 2005, which expire from 2017 to 2025.

8. BUSINESS SEGMENT INFORMATION

We have four operating segments: North America, Europe, South America and Asia.
The North American segment provides precision-machined components to the
transportation and medical devices industries, while the European, South
American and Asia segments provide precision-machined components to the
transportation industry. We have assigned specific business units to a segment
based on their geographical location. Each of our segments is individually
managed and have separate financial results reviewed by our chief executive and
operating decision-makers. These results are used by those individuals both in
evaluating the performance of, and in allocating current and future resources
to, each of the segments. We evaluate segment performance primarily based on
income from operations and the efficient use of assets. The totals set forth
below are inclusive of all adjustments needed to reconcile to the data provided
in the Consolidated Financial Statements and related notes as of December 31 and
for 2003, 2004 and 2005:


                                       57
<PAGE>

<TABLE>
<CAPTION>
                                                      SIX MONTHS ENDED
                                                    -------------------
                                                     JUNE 30,  DECEMBER 31,
                                            2003       2004       2004        2005
                                          --------   --------   --------   ---------
                                             (predecessor)           (successor)
<S>                                       <C>        <C>        <C>        <C>
Sales to Unaffiliated Customers from
   Company Facilities Located in:
North America                             $139,876   $ 75,031   $ 68,903   $ 159,023
Europe                                     170,536    100,429     83,726     158,798
South America                               12,798      9,029     13,192      30,002
                                          --------   --------   --------   ---------
Total                                     $323,210   $184,489   $165,821   $ 347,823
                                          ========   ========   ========   =========
Net Income (Loss) of Company Facilities
   Located in:
North America                             $  2,863    ($2,678)   ($2,988)    ($2,772)
Europe                                       3,087      3,732      1,729     (40,089)
South America                                1,044      1,123      1,813       2,726
Asia                                                                             (52)
                                          --------   --------   --------   ---------
Total                                     $  6,994   $  2,177   $    554    ($40,187)
                                          ========   ========   ========   =========
Depreciation and Amortization on Assets
   Located in:
North America                             $  8,265   $  6,225   $  2,028   $   6,323
Europe                                      11,313      6,189      5,306      11,981
South America                                  868        540        429       1,259
                                          --------   --------   --------   ---------
Total                                     $ 20,446   $ 12,954   $  7,763   $  19,563
                                          ========   ========   ========   =========
Net Interest Expense of Company
   Facilities Located in:
North America                             $  2,909   $  1,763   $  8,493   $  17,792
Europe                                       6,257      2,699      2,841       6,794
South America                                  278        204        304         555
                                          --------   --------   --------   ---------
Total                                     $  9,444   $  4,666   $ 11,638   $  25,141
                                          ========   ========   ========   =========
Tax Provision of Company Facilities
   Located in:
North America                             $  1,614    ($1,356)     ($925)    ($1,160)
Europe                                       2,744      4,068        698      (4,031)
South America                                  339        499        649       1,391
                                          --------   --------   --------   ---------
Total                                     $  4,697   $  3,211   $    422     ($3,800)
                                          ========   ========   ========   =========
Expenditures for Property, Plant and
   Equipment of Facilities Located in:
North America                             $ 10,892   $  4,085   $  3,032   $   7,254
Europe                                       8,866      5,622      4,813       7,648
South America                                2,701        969      1,834       3,424
Asia                                                                              20
                                          --------   --------   --------   ---------
Total                                     $ 22,459   $ 10,676   $  9,679   $  18,346
                                          ========   ========   ========   =========
</TABLE>

<TABLE>
<CAPTION>
                                                   2004       2005
                                                 --------   --------
                                                     (successor)
<S>                                              <C>        <C>
Total Assets of Company Facilities Located in:
North America                                    $205,690   $241,735
Europe                                            332,279    249,199
South America                                      31,463     38,927
Asia                                                           1,902
                                                 --------   --------
Total                                            $569,432   $531,763
                                                 ========   ========
</TABLE>

Included in the North American sales to unaffiliated customers are sales
exported from facilities in the United States of $22,381 in 2003, $21,138 in
2004 and $16,963 in 2005, with the majority being to customers in Germany,
Mexico, Brazil and Austria.


                                       58

<PAGE>

Set forth below are our sales by product line for the periods presented:

<TABLE>
<CAPTION>
                    2003       2004       2005
                  --------   --------   --------
<S>               <C>        <C>        <C>
Steering          $ 99,858   $120,204   $121,387
Fuel               111,013    109,054    108,374
Braking             26,393     30,648     32,468
Electric motors     41,840     39,173     25,572
Air bags            18,544     18,612     17,464
Medical devices      8,112      9,001     15,830
Other               17,450     23,618     26,728
                  --------   --------   --------
Total revenue     $323,210   $350,310   $347,823
                  ========   ========   ========
</TABLE>

Set forth below are sales to customers that exceeded 10% of consolidated sales:

<TABLE>
<CAPTION>
                          2003       2004       2005
                        --------   --------   --------
<S>                     <C>        <C>        <C>
ZF Friedrichshafen AG   $ 39,929   $ 57,252   $ 62,857
TRW Automotive, Inc.      42,077     53,531     57,173
Delphi Corporation        52,183     54,656     52,516
Robert Bosch GmbH         42,556     40,637     40,739
                        --------   --------   --------
                        $176,745   $206,076   $213,285
                        ========   ========   ========
</TABLE>

9.   RELATED PARTY TRANSACTIONS

We lease a building in France from a partnership in which our president has a
50% interest subject to a 12-year operating lease, which expires in July 2014.
Annual rent is due in quarterly installments subject to annual increases based
upon an index tied to France's national public construction costs. Rent expense
recorded in connection with this lease agreement was $588 in 2003, $664 in 2004
and $704 in 2005.

We paid management fees of $530 in 2003 and $278 in 2004 to our former majority
shareholder. We paid management fees of $317 in 2004 and $600 in 2005 to our
current shareholders.

GS Capital Partners 2000, L.P. ("GSCP 2000") and other private equity funds
affiliated with Goldman, Sachs & Co. own 40.1% of the common stock and preferred
stock of Micron. Under the registration rights agreement, we filed a
"market-making" prospectus in order to allow Goldman, Sachs & Co. to engage in
market-making activities for the Notes we entered into with these entities at
the closing of the Merger. Goldman, Sachs & Co., an affiliate of GSCP 2000 and
its related investment funds, acted as an initial purchaser in the offering of
the Notes. Goldman Sachs Credit Partners L.P., an affiliate of GSCP 2000 and its
related investment funds, was the joint lead arranger, joint book runner,
syndication agent and a lender under our senior credit facilities initially and
in the March and December 2005 amendments of the senior credit facilities
agreement. Goldman Sachs Credit Partners L.P. was also the syndication agent,
lead arranger and sole book runner for our second lien credit facility. In 2004,
we paid Goldman Sachs Credit Partners L.P. $4,241 from the proceeds of our
senior credit facilities and the Notes for underwriting and bridge financing
commitment fees and out-of-pocket expenses. In 2005, we paid Goldman Sachs
Credit Partners L.P. $1,902 from the proceeds of our second lien credit facility
for syndication fees and out-of-pocket expenses.

10.  CAPITAL STOCK

Micron's Board of Directors has reserved 1,430,000 shares of common stock for
issuance to employees under the 2004 Stock Option Plan (the "Option Plan"), and
as of December 31, 2005, options for 948,035 shares were granted at $10 per
share under the Option Plan, 929,498 of which were issued in 2004 and 18,537 in
2005. Options are not exercisable prior to twelve months from or ten years after
the grant date. Certain options granted vest at a rate of twenty-five percent
annually over a four-year period, while others vest based on Micron
shareholders' ability to meet certain levels of return on their investment in
Micron. No options were exercisable as of December 31, 2004. Options for 232,375
shares were exercisable as of December 31, 2005.


                                       59
<PAGE>

11. EMPLOYEE BENEFIT PLANS

We maintain a self-funded medical and dental plan for our Kentwood and Marshall
and certain of our Dowagiac, Michigan full-time employees. A third-party
administrator makes benefit payments, and an estimate of our liability for
unpaid and incurred but not reported claims is included in Other Accrued
Liabilities. Employees of our other subsidiaries are enrolled in various insured
group or governmental health plans.

We sponsor a 401(k) savings plan (the "401k Plan") for all qualified full-time
employees resident in the United States. The 401k Plan provides for an annual
discretionary employer matching contribution that has historically been
dollar-for-dollar up to two thousand dollars. Expense incurred in connection
with the 401k Plan was $819 in 2003, $829 in 2004 and $818 in 2005.

We sponsor defined benefit pension plans for substantially all employees of our
French subsidiaries. These benefits are calculated based on each employee's
years of credited service and most recent monthly compensation and service
category. The obligations for the plan sponsored by Frank & Pignard (the "F&P
Plan") are not funded and the obligations for the plan sponsored by Bouverat
(the "Bouverat Plan") are funded. Accordingly, the unfunded obligations under
the F&P Plan are included in Deferred Credits and Other Long-Term Liabilities.
Employees become vested in accordance with governmental regulations in place at
the time of retirement under both plans.

For the purpose of calculating the actuarial present value of the benefit
obligation under the F&P and Bouverat Plans, the discount rate assumed for all
periods was 5%. The compensation growth rate for the F&P Plan was assumed at 3%
for all periods presented. The compensation growth rates for the Bouverat Plan
were assumed at 2% in 2003, 3% in 2004 and 3% in 2005. The measurement date was
December 31 of each year.

Set forth below is projected benefit obligation information for the F&P and
Bouverat Plans:

<TABLE>
<CAPTION>
                                                               2004                       2005
                                                     ------------------------   ------------------------
                                                     F&P PLAN   BOUVERAT PLAN   F&P PLAN   BOUVERAT PLAN
                                                     --------   -------------   --------   -------------
<S>                                                  <C>        <C>             <C>        <C>
Accumulated benefit obligation at measurement date    $1,144         $354        $1,013         $256
Effect of salary increases                               729          173           665          159
                                                      ------         ----        ------         ----
Projected benefit obligation at measurement date      $1,873         $527        $1,678         $415
                                                      ======         ====        ======         ====
</TABLE>

<TABLE>
<CAPTION>
                                                               2004                       2005
                                                     ------------------------   ------------------------
                                                     F&P PLAN   BOUVERAT PLAN   F&P PLAN   BOUVERAT PLAN
                                                     --------   -------------   --------   -------------
<S>                                                  <C>        <C>             <C>        <C>
Projected benefit obligation at beginning of year     $2,335        $ 545        $1,873        $527
Plan amendments                                         (293)        (125)
Service and interest costs                               148          115           316          19
Actuarial gain                                          (304)
Benefits paid                                           (150)         (48)         (258)        (61)
Effect of foreign currency translation gain              137           40          (254)        (69)
                                                      ------        -----        ------        ----
Projected benefit obligation at measurement date      $1,873        $ 527        $1,678        $415
                                                      ======        =====        ======        ====
</TABLE>

Set forth below is net periodic benefit cost information for the F&P and
Bouverat Plans:

<TABLE>
<CAPTION>
                                           2003                       2004                       2005
                                 ------------------------   ------------------------   ------------------------
                                 F&P PLAN   BOUVERAT PLAN   F&P PLAN   BOUVERAT PLAN   F&P PLAN   BOUVERAT PLAN
                                 --------   -------------   --------   -------------   --------   -------------
<S>                              <C>        <C>             <C>        <C>             <C>        <C>
Service and interest costs         $308         $ 34          $148          $115         $316         $  19
Expected return on plan assets                   (23)                        (30)                       (32)
                                   ----         ----          ----          ----         ----         -----
Net periodic benefit cost          $308         $ 11          $148          $ 85         $316          ($13)
                                   ====         ====          ====          ====         ====         =====
</TABLE>


                                       60

<PAGE>

Set forth below are expected benefit payments under the F&P Plan for the next
five years and the five years thereafter:

<TABLE>
<S>                         <C>
YEARS ENDING DECEMBER 31,

                     2006   $  5
                     2007
                     2008
                     2009      8
                     2010     22
                2011-2015    256
                            ----
                    Total   $291
                            ====
</TABLE>

Set forth below is plan asset information for the Bouverat Plan:

<TABLE>
<CAPTION>
                                                     2004    2005
                                                    -----   -----
<S>                                                 <C>     <C>
Plan assets at fair value at measurement date       $ 648   $ 512
Projected benefit obligations at measurement date    (527)   (415)
                                                    -----   -----
Funded status and accrued benefit cost              $ 121   $  97
                                                    =====   =====
</TABLE>

<TABLE>
<CAPTION>
                                                    2004   2005
                                                    ----   ----
<S>                                                 <C>    <C>
Plan assets at fair value at beginning of year      $602   $648
Actual return on plan assets                          43     25
Benefits paid                                        (48)   (61)
Other                                                       (15)
Effect of foreign currency translation loss           51    (85)
                                                    ----   ----
Plan assets at fair value at measurement date       $648   $512
                                                    ====   ====
</TABLE>

The assumed rate of return on assets of the Bouverat Plan was 5% for all periods
presented, which is consistent with historical long-term rates of return
experienced for each asset class. We have a targeted goal of allocating Bouverat
Plan assets one-third to equity and two-thirds to fixed income securities. Set
forth below are actual allocations of plan assets of the Bouverat Plan between
equity and fixed income securities as of December 31:

<TABLE>
<CAPTION>
               2004   2005
               ----   ----
<S>            <C>    <C>
Equity          27%    19%
Fixed income    73%    81%
               ---    ---
               100%   100%
               ===    ===
</TABLE>

Our expected funding obligations under the Bouverat Plan are $47 in 2006.


                                       61
<PAGE>

12. SUPPLEMENTAL CASH FLOW INFORMATION

Set forth below is a reconciliation of net income (loss) to net cash provided by
(used in) operating activities:

<TABLE>
<CAPTION>
                                                                              SIX MONTHS ENDED
                                                                           ----------------------
                                                                         JUNE 30,   DECEMBER 31,
                                                                 2003      2004         2004          2005
                                                               -------   --------   ------------   ---------
                                                                  (predecessor)            (successor)
<S>                                                            <C>       <C>        <C>            <C>
Net income (loss)                                              $ 6,994   $ 2,177      $   554       ($40,187)
Adjustments to reconcile net income (loss) to cash provided
   by (used in) operating activities:
Depreciation and amortization                                   20,446    12,954        7,763         19,563
Goodwill impairment                                                                                   33,000
Deferred taxes                                                   3,293       395         (874)        (4,768)
Realized gains and losses and other, net                         2,223     2,627         (257)           476
Changes in assets and liabilities that provided (used) cash:
   Accounts receivable                                           6,782    (9,243)      10,488          5,250
   Inventories                                                   1,838    (2,899)      (5,908)        (4,179)
   Prepaid expenses and other current assets                        53       (44)        (280)         1,323
   Other long-term assets                                          (69)   (1,192)         203         (1,916)
   Accounts payable                                              1,950     1,687       (6,217)         6,670
   Accrued liabilities                                          (5,634)    6,962       (2,985)          (247)
   Deferred credits and other                                      113    (2,730)      (3,024)         1,112
                                                               -------   -------      -------      ---------
Net cash provided by (used in) operating activities            $37,989   $10,694        ($537)     $  16,097
                                                               =======   =======      =======      =========
</TABLE>

13. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

<TABLE>
<CAPTION>
2005 QUARTERS ENDED   MARCH 31   JUNE 30   SEPTEMBER 30   DECEMBER 31   TOTAL YEAR
-------------------   --------   -------   ------------   -----------   ----------
                                               (successor)
                      -----------------------------------------------
<S>                   <C>        <C>       <C>            <C>           <C>
Sales                  $88,787   $87,554     $ 85,416      $ 86,066     $ 347,823
Gross profit            12,294    12,935      (24,215)        7,425         8,439
Net income (loss)          322       419      (35,614)       (5,314)      (40,187)
</TABLE>

<TABLE>
<CAPTION>
2005 QUARTERS ENDED   MARCH 31   JUNE 30   SEPTEMBER 30   DECEMBER 31   TOTAL YEAR
-------------------   --------   -------   ------------   -----------   ----------
                         (predecessor)             (successor)
                      ------------------   --------------------------
<S>                   <C>        <C>       <C>            <C>           <C>
Sales                  $92,856   $91,633     $80,249        $85,572      $350,310
Gross profit            16,241    14,822      11,901         13,073        56,037
Net income (loss)        4,865    (2,688)       (140)           694         2,731
</TABLE>


                                       62

<PAGE>

14. FINANCIAL INFORMATION FOR GUARANTOR AND NON-GUARANTOR SUBSIDIARIES

Set forth below are the guarantor and non-guarantor subsidiaries of Autocam with
respect to the Notes:

<TABLE>
<CAPTION>
GUARANTOR SUBSIDIARIES                    NON-GUARANTOR SUBSIDIARIES
----------------------                    --------------------------
<S>                                       <C>
Autocam-Pax, Inc.                         Autocam-Har, Inc.
Autocam Acquisition, Inc.                 Autocam France, SARL
Autocam Laser Technologies, Inc.          Frank & Pignard, SA
Autocam International Ltd.                Bouverat Industries, SA
Autocam Europe, B.V.                      Autocam do Brasil Usinagem Ltda.
Autocam International Sales Corporation   Autocam Foreign Sales Corporation
Autocam Greenville, Inc.                  Autocam Poland Sp. z o.o.
Autocam South Carolina, Inc.              Wuxi Kent Precision Automotive Components Co., Ltd.
</TABLE>

Subsequent to the issuance of the consolidated financial statements for the year
ended December 31, 2004, management determined that the previously presented
condensed combining financial data for 2003 and 2004 did not reflect the
investment in subsidiaries within Titan Holdings, Inc. and Autocam under the
equity method for purposes of the supplemental combining presentation. The
current presentation has been restated to reflect all investments in
subsidiaries under the equity method. Net income (losses) of the subsidiaries
accounted for under the equity method are therefore reflected in their parents'
investment accounts. The principle elimination entries eliminate investments in
subsidiaries and intercompany balances and transactions. The changes in
presentation did not effect our consolidated financial position or consolidated
results of operations, nor did the changes adversely impact our compliance with
debt covenants or ratios.

Set forth below are schedules that reconcile the amounts as previously reported
in our condensed combining balance sheet as of December 31, 2004 and the
condensed combining statements of operations for the years ended December 31,
2003 and 2004, to the corresponding restated amounts.

<TABLE>
<CAPTION>


                                               TITAN (PARENT                  SUBSIDIARIES
                                                  COMPANY                -------------------------
                                                   ONLY)       AUTOCAM    GUARANTOR  NON-GUARANTOR   ELIMINATIONS    COMBINED
                                               -------------  --------   ----------  -------------   -------------   ---------
<S>                                            <C>            <C>        <C>         <C>             <C>             <C>

YEAR ENDED DECEMBER 31, 2003:
Net income (loss) as previously reported         ($     38)   $  3,425   $    1,084    $  2,523                      $  6,994
Net income as restated                               6,994       7,032        1,084       2,523        ($10,639)        6,994

SIX MONTHS ENDED JUNE 30, 2004:
Net income (loss) as previously reported         ($  4,262)   $     77   $    1,509    $  4,853                      $  2,177
Net income as restated                               2,177       6,439        1,509       4,853        ($12,801)        2,177

SIX MONTHS ENDED DECEMBER 31, 2004:
Net income (loss) as previously reported         ($     12)  ($  3,791)  $      815    $  3,542                      $    554
Net income as restated                                 554         566          815       3,542        ($ 4,923)          554

DECEMBER 31, 2004:
As previously reported:
        Total assets                              $145,060    $210,909   $    1,368    $213,082        ($   987)     $569,432
        Total equity                               145,094      (1,303)         815      20,754                       165,360
As restated:
        Total assets                               145,626     215,266        1,368     213,082          (5,910)      569,432
        Total equity                               145,660       3,054          815      20,754          (4,923)      165,360
</TABLE>


                                       63
<PAGE>

Set forth below is financial information regarding the guarantors and
non-guarantors:

<TABLE>
<CAPTION>
COMBINING STATEMENT OF OPERATIONS (RESTATED)                                      SUBSIDIARIES
YEAR ENDED DECEMBER 31, 2003                   TITAN (PARENT              -------------------------
(predecessor)                                  COMPANY ONLY)    AUTOCAM   GUARANTOR   NON-GUARANTOR   ELIMINATIONS   COMBINED
---------------------------------              -------------   --------   ---------   -------------   ------------   --------
<S>                                            <C>             <C>        <C>         <C>             <C>            <C>
Sales                                                          $118,722    $17,332       $192,282       ($ 5,126)    $323,210
Cost of sales                                                   102,995     13,794        168,407         (5,126)     280,070
                                                               --------    -------       --------       --------     --------
Gross profit                                                     15,727      3,538         23,875                      43,140
Selling, general and administrative expenses       $   38         6,103      1,247         10,189                      17,577
                                                   ------      --------    -------       --------                    --------
Income (loss) from operations                         (38)        9,624      2,291         13,686                      25,563
Interest expense, net                                             2,168        591          6,685                       9,444
Other expense (income), net                                       2,150         57          2,221                       4,428
                                                   ------      --------    -------       --------                    --------
Income (loss) before tax provision                    (38)        5,306      1,643          4,780                      11,691
Tax provision                                                     1,881        559          2,257                       4,697
Equity in net income of subsidiaries                7,032         3,607                                  (10,639)
                                                   ------      --------    -------       --------       --------     --------
Net income                                         $6,994      $  7,032    $ 1,084       $  2,523       ($10,639)    $  6,994
                                                   ======      ========    =======       ========       ========     ========
</TABLE>

<TABLE>
<CAPTION>
COMBINING STATEMENT OF OPERATIONS (RESTATED)                                     SUBSIDIARIES
SIX MONTHS ENDED JUNE 30, 2004                 TITAN (PARENT              -------------------------
(predecessor)                                  COMPANY ONLY)    AUTOCAM   GUARANTOR   NON-GUARANTOR   ELIMINATIONS   COMBINED
---------------------------------              -------------   --------   ---------   -------------   ------------   --------
<S>                                            <C>             <C>        <C>         <C>             <C>            <C>
Sales                                                           $64,212    $11,061       $112,477        ($3,261)    $184,489
Cost of sales                                                    55,053      7,848         93,786         (3,261)     153,426
                                                                -------    -------       --------        -------     --------
Gross profit                                                      9,159      3,213         18,691                      31,063
Selling, general and administrative expenses      $ 6,438         5,214        591          5,094                      17,337
                                                  -------       -------    -------       --------                    --------
Income (loss) from operations                      (6,438)        3,945      2,622         13,597                      13,726
Interest expense, net                                             1,472        291          2,903                       4,666
Other expense (income), net                            19         2,358         21          1,274                       3,672
                                                  -------       -------    -------       --------                    --------
Income (loss) before tax provision                 (6,457)          115      2,310          9,420                       5,388
Tax provision                                      (2,195)           38        801          4,567                       3,211
Equity in net income of subsidiaries                6,439         6,362                                  (12,801)
                                                  -------       -------    -------       --------       --------     --------
Net income                                        $ 2,177       $ 6,439    $ 1,509       $  4,853       ($12,801)    $  2,177
                                                  =======       =======    =======       ========       ========     ========
</TABLE>


                                       64

<PAGE>

<TABLE>
<CAPTION>
COMBINING STATEMENT OF OPERATIONS (RESTATED)                                      SUBSIDIARIES
SIX MONTHS ENDED DECEMBER 31, 2004             TITAN (PARENT              -------------------------
(successor)                                    COMPANY ONLY)    AUTOCAM   GUARANTOR   NON-GUARANTOR   ELIMINATIONS   COMBINED
----------------------------------             -------------   --------   ---------   -------------   ------------   --------
<S>                                            <C>             <C>        <C>         <C>             <C>            <C>
Sales                                                          $60,389      $8,854       $100,498       ($3,920)     $165,821
Cost of sales                                                   52,462       6,693         85,612        (3,920)      140,847
                                                               -------      ------       --------       -------      --------
Gross profit                                                     7,927       2,161         14,886                      24,974
Selling, general and administrative expenses                     4,127         587          5,852                      10,566
                                                               -------      ------       --------                    --------
Income (loss) from operations                                    3,800       1,574          9,034                      14,408
Interest expense, net                                            8,170         323          3,145                      11,638
Other expense, net                                  $ 18           775           1          1,000                       1,794
                                                    ----       -------      ------       --------                    --------
Income (loss) before tax provision                   (18)       (5,145)      1,250          4,889                         976
Tax provision                                         (6)       (1,354)        435          1,347                         422
Equity in net income of subsidiaries                 566         4,357                                   (4,923)
                                                    ----       -------      ------       --------       -------      --------
Net income                                          $554       $   566      $  815       $  3,542       ($4,923)     $    554
                                                    ====       =======      ======       ========       =======      ========
</TABLE>

<TABLE>
<CAPTION>
COMBINING STATEMENT OF OPERATIONS                                                 SUBSIDIARIES
YEAR ENDED DECEMBER 31, 2005                   TITAN (PARENT               -------------------------
(successor)                                    COMPANY ONLY)    AUTOCAM    GUARANTOR   NON-GUARANTOR   ELIMINATIONS    COMBINED
----------------------------------             -------------   ---------   ---------   -------------   ------------   ---------
<S>                                            <C>             <C>         <C>         <C>             <C>            <C>
Sales                                                          $ 132,517    $28,191      $ 198,296       ($11,181)    $ 347,823
Cost of sales                                                    115,055     20,401        182,109        (11,181)      306,384
Goodwill impairment                                                                         33,000                       33,000
                                                               ---------    -------      ---------      ---------     ---------
Gross profit (loss)                                               17,462      7,790        (16,813)                       8,439
Selling, general and administrative expenses                       7,191      1,777         13,087                       22,055
                                                               ---------    -------      ---------                    ---------
Income (loss) from operations                                     10,271      6,013        (29,900)                     (13,616)
Interest expense, net                                             16,643      1,149          7,349                       25,141
Other expense, net                                $    15          2,363         44          2,791                        5,213
                                                 --------      ---------    -------      ---------                    ---------
Income (loss) before tax provision                    (15)        (8,735)     4,820        (40,040)                     (43,970)
Tax provision                                          (5)        (2,819)     1,664         (2,640)                      (3,800)
Equity in net loss of subsidiaries                (40,177)       (34,244)                                  74,421
Net loss in joint venture                                             17                                                     17
                                                 --------      ---------    -------      ---------      ---------     ---------
Net income (loss)                                ($40,187)      ($40,177)   $ 3,156       ($37,400)     $  74,421      ($40,187)
                                                 ========      =========    =======      =========      =========     =========
</TABLE>


                                       65
<PAGE>

<TABLE>
<CAPTION>
CONDENSED COMBINING STATEMENT OF CASH FLOWS           TITAN (PARENT                    SUBSIDIARIES
YEAR ENDED DECEMBER 31, 2003                             COMPANY                 -------------------------
(predecessor)                                             ONLY)        AUTOCAM   GUARANTOR   NON-GUARANTOR   COMBINED
-------------------------------------------           -------------   --------   ---------   -------------   --------
<S>                                                   <C>             <C>        <C>         <C>             <C>
Net cash provided by (used in) operating activities       ($10)       $ 11,763    $ 1,389      $ 24,847      $ 37,989
Expenditures for property, plant and equipment                         (11,156)    (1,438)       (9,865)      (22,459)
Proceeds from sale of property, plant and equipment                      6,080         50           526         6,656
Borrowings (repayments) on line of credit, net                           4,000                   (3,380)          620
Principal payments of long-term obligations                             (9,399)                 (19,428)      (28,827)
Other                                                                     (914)        (1)        3,015         2,100
                                                          ----        --------    -------      --------      --------
Net decrease in cash and equivalents                       (10)            374                   (4,285)       (3,921)
Cash and equivalents at beginning of period                 10             376          2         4,608         4,996
                                                                      --------    -------      --------      --------
Cash and equivalents at end of period                                 $    750    $     2      $    323      $  1,075
                                                                      ========    =======      ========      ========
</TABLE>

<TABLE>
<CAPTION>
CONDENSED COMBINING STATEMENT OF CASH FLOWS           TITAN (PARENT                      SUBSIDIARIES
SIX MONTHS ENDED JUNE 30, 2004                           COMPANY                  -------------------------
(predecessor)                                             ONLY)        AUTOCAM    GUARANTOR   NON-GUARANTOR    COMBINED
-------------------------------------------           -------------   ---------   ---------   -------------   ---------
<S>                                                   <C>             <C>         <C>         <C>             <C>
Net cash provided by (used in) operating activities      ($6,457)     $   2,206     $ 207       $ 14,738      $  10,694
Expenditures for property, plant and equipment                           (3,880)     (205)        (6,591)       (10,676)
Borrowings (repayments) on lines of credit, net           (1,280)        21,829                  (24,080)        (3,531)
Proceeds from issuance of long-term obligations                         169,888                   77,360        247,248
Principal payments of long-term obligations                             (51,268)                 (58,672)      (109,940)
Payments to shareholders and option holders             (232,663)                                              (232,663)
Shareholder contributions                                115,400                                                115,400
Dividends received (paid)                                125,000       (125,000)
Debt issue costs                                                        (10,855)                                (10,855)
Other                                                                      (145)                     596            451
                                                                      ---------     -----       --------      ---------
Net increase (decrease) in cash and equivalents                           2,775         2          3,351          6,128
Cash and equivalents at beginning of period                                 750         2            323          1,075
                                                                      ---------     -----       --------      ---------
Cash and equivalents at end of period                                 $   3,525     $   4       $  3,674      $   7,203
                                                                      =========     =====       ========      =========
</TABLE>


                                       66

<PAGE>

<TABLE>
<CAPTION>
CONDENSED COMBINING STATEMENT OF CASH FLOWS           TITAN (PARENT                     SUBSIDIARIES
SIX MONTHS ENDED DECEMBER 31, 2004                       COMPANY                 -------------------------
(successor)                                               ONLY)        AUTOCAM   GUARANTOR   NON-GUARANTOR    COMBINED
-------------------------------------------           -------------   --------   ---------   -------------   ---------
<S>                                                   <C>             <C>        <C>         <C>             <C>
Net cash provided by (used in) operating activities                    ($7,104)    $ 882        $ 5,685         ($537)
Expenditures for property, plant and equipment                          (2,149)     (883)        (6,647)       (9,679)
Borrowings (repayments) on lines of credit, net                          6,972                      643         7,615
Proceeds from issuance of long-term obligations                                                     647           647
Principal payments of long-term obligations                               (152)                  (3,285)       (3,437)
Debt issue costs                                                          (781)                                  (781)
Other                                                                      776        (1)           311         1,086
                                                                      --------     -----        -------       -------
Net increase (decrease) in cash and equivalents                         (2,438)       (2)        (2,646)       (5,086)
Cash and equivalents at beginning of period                              3,525         4          3,674         7,203
                                                                      --------     -----        -------       -------
Cash and equivalents at end of period                                 $  1,087     $   2        $ 1,028       $ 2,117
                                                                      ========     =====        =======       =======
</TABLE>

<TABLE>
<CAPTION>
CONDENSED COMBINING STATEMENT OF CASH FLOWS           TITAN (PARENT                     SUBSIDIARIES
YEAR ENDED DECEMBER 31, 2005                             COMPANY                 -------------------------
(successor)                                               ONLY)        AUTOCAM   GUARANTOR   NON-GUARANTOR   CONSOLIDATED
-------------------------------------------           -------------   --------   ---------   -------------   ------------
<S>                                                   <C>             <C>        <C>         <C>             <C>
Net cash provided by (used in) operating activities         ($15)     $  3,671      ($484)     $ 12,925        $ 16,097
Expenditures for property, plant and equipment                          (6,912)      (342)      (11,092)        (18,346)
Acquisitions, net of cash                                                 (944)    (9,902)         (201)        (11,047)
Transactions with affiliates                             (17,013)      (23,457)    10,732        29,168            (570)
Borrowings (repayments) on lines of credit, net                        (18,000)                   2,439         (15,561)
Proceeds from issuance of long-term debt                                75,000                    1,021          76,021
Principal payments of long-term obligations                            (12,848)       (31)      (32,726)        (45,605)
Shareholder contributions                                 17,028                                                 17,028
Debt issue costs                                                        (3,762)                                  (3,762)
Other                                                                     (570)        39        (1,108)         (1,639)
                                                                      --------    -------      --------        --------
Net increase (decrease) in cash and equivalents                         12,178         12           426          12,616
Cash and equivalents at beginning of period                              1,087          2         1,028           2,117
                                                                      --------    -------      --------        --------
Cash and Equivalents at End of Period                                 $ 13,265    $    14      $  1,454        $ 14,733
                                                                      ========    =======      ========        ========
</TABLE>


                                       67
<PAGE>

<TABLE>
<CAPTION>
                                                        TITAN
                                                       (PARENT                      SUBSIDIARIES
CONDENSED COMBINING BALANCE SHEET (RESTATED)           COMPANY               -------------------------
DECEMBER 31, 2004                                       ONLY)      AUTOCAM   GUARANTOR   NON-GUARANTOR   ELIMINATIONS   COMBINED
---------------------------------                      --------   --------   ---------   -------------   ------------   --------
(successor)
<S>                                                    <C>        <C>        <C>         <C>             <C>            <C>
Assets
Current assets:
Cash and equivalents                                              $  1,087    $     2      $   1,028                    $  2,117
Accounts receivable, net                                            20,329      1,700         37,202         ($871)       58,360
Inventories                                                         10,314      1,501         25,132                      36,947
Prepaid expenses and other current assets                            1,148         78          2,259                       3,485
                                                                  --------    -------      ---------       -------      --------
Total current assets                                                32,878      3,281         65,621          (871)      100,909
Property, plant and equipment, net                                  29,772      5,637        141,457           419       177,285
Goodwill                                               $116,399          3                   151,637                     268,039
Investment in affiliates                                 29,227    134,493     (7,600)      (150,662)       (5,458)
Other long-term assets                                              18,120         50          5,029                      23,199
                                                       --------   --------    -------      ---------       -------      --------
Total assets                                           $145,626   $215,266    $ 1,368      $ 213,082       ($5,910)     $569,432
                                                       ========   ========    =======      =========       =======      ========
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
Current maturities of long-term obligations                           $330                 $  12,612                    $ 12,942
Accounts payable                                                     9,232    $   184         38,256         ($984)       46,688
Accrued liabilities                                        ($34)     4,005        369         16,224            (3)       20,561
                                                       --------   --------    -------      ---------       -------      --------
Total current liabilities                                   (34)    13,567        553         67,092          (987)       80,191
                                                       --------   --------    -------      ---------       -------      --------
Long-term obligations, net of current maturities                   187,548                    88,291                     275,839
Deferred taxes and other                                            11,097                    36,945                      48,042
Shareholders' equity (deficit):
Capital stock                                           145,112                                                          145,112
Accumulated other comprehensive income                               2,483                    17,211                      19,694
Retained earnings (accumulated deficit)                     548        571        815          3,543        (4,923)          554
                                                       --------   --------    -------      ---------       -------      --------
Total shareholders' equity (deficit)                    145,660      3,054        815         20,754        (4,923)      165,360
                                                       --------   --------    -------      ---------       -------      --------
Total liabilities and shareholders' equity (deficit)   $145,626   $215,266    $ 1,368      $ 213,082       ($5,910)     $569,432
                                                       ========   ========    =======      =========       =======      ========
</TABLE>


                                       68

<PAGE>

<TABLE>
<CAPTION>
                                                         TITAN
                                                        (PARENT                     SUBSIDIARIES
CONDENSED COMBINING BALANCE SHEET                       COMPANY              -------------------------
DECEMBER 31, 2005                                        ONLY)     AUTOCAM   GUARANTOR   NON-GUARANTOR   ELIMINATIONS   COMBINED
---------------------------------                      --------   --------   ---------   -------------   ------------   --------
(successor)
<S>                                                    <C>        <C>        <C>         <C>             <C>            <C>
Assets
Current assets:
Cash and equivalents                                              $ 13,264   $     15      $   1,454                    $ 14,733
Accounts receivable, net                                            18,693      2,426         28,896       ($3,026)       46,989
Inventories                                                         11,709      3,954         24,009         1,255        40,927
Prepaid expenses and other current assets                            1,428        393          3,428                       5,249
                                                                  --------   --------      ---------      --------      --------
Total current assets                                                45,094      6,788         57,787        (1,771)      107,898
Property, plant and equipment, net                                  31,933      7,745        122,616           765       163,059
Goodwill                                               $116,507        135      5,242        102,210           (70)      224,024
Investments in affiliates                                 5,969    121,200    (13,479)      (181,817)       68,683           556
Other long-term assets                                              28,116        254          6,984           872        36,226
                                                       --------   --------   --------      ---------      --------      --------
Total assets                                           $122,476   $226,478   $  6,550      $ 107,780      $ 68,479      $531,763
                                                       ========   ========   ========      =========      ========      ========
Liabilities and Shareholders' Equity (Deficit)
Current liabilities:
Current maturities of long-term obligations                                  $     44      $   8,538                    $  8,582
Accounts payable                                                  $ 12,213        731         34,104       ($1,034)       46,014
Accrued liabilities                                        ($19)     3,564        970         12,784            15        17,314
                                                       --------   --------   --------      ---------      --------      --------
Total current liabilities                                   (19)    15,777      1,745         55,426        (1,019)       71,910
                                                       --------   --------   --------      ---------      --------      --------
Long-term obligations, net of current maturities                   232,316        165         50,178                     282,659
Deferred taxes and other                                            18,546        668         31,375                      50,589
Shareholders' equity (deficit):
Capital stock                                           162,140                                                          162,140
Accumulated other comprehensive income                                (564)                    4,662                       4,098
Retained earnings (accumulated deficit)                 (39,645)   (39,597)     3,972        (33,861)       69,498       (39,633)
                                                       --------   --------   --------      ---------      --------      --------
Total shareholders' equity (deficit)                    122,495    (40,161)     3,972        (29,199)       69,498       126,605
                                                       --------   --------   --------      ---------      --------      --------
Total liabilities and shareholders' equity (deficit)   $122,476   $226,478   $  6,550      $ 107,780      $ 68,479      $531,763
                                                       ========   ========   ========      =========      ========      ========
</TABLE>


                                       69
<PAGE>

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified by the
Securities and Exchange Commission and that such information is accumulated and
communicated to our management, including our Chief Executive and Financial
Officers, as appropriate, to allow timely decisions regarding required
disclosures.

At the end of the period covered by this report, we performed an evaluation of
the effectiveness of the design and operation of our disclosure controls and
procedures as defined in Exchange Act Rule 13a-15(e) and 15d-15(e). The
evaluation was performed under the supervision and with the participation of our
management, including our Chief Executive and Financial Officers. Based upon the
evaluation, including our assessment of the restatement of Note 14, the Chief
Executive and Financial Officers concluded that our disclosure controls and
procedures were effective in ensuring that material information relating to us
(including our consolidated subsidiaries) was made known to them by others
within our consolidated group during the period in which this report was being
prepared and that the information required to be included in the report has been
recorded, processed, summarized and reported on a timely basis.

During our most recent fiscal quarter, there have been no significant changes in
our internal controls that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

None.

                                    Part III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The directors and executive officers of Parent and Autocam are as follows:

<TABLE>
<CAPTION>
           NAME              AGE                       TITLE
           ----              ---                       -----
<S>                          <C>   <C>
John C. Kennedy               47   President, Chief Executive Officer and Director
Warren A. Veltman             44   Chief Financial Officer and Secretary/Treasurer
Thomas K. O'Mara              45   Vice President, Sales and Marketing
John R. Buchan                44   Chief Operating Officer, North American Operations
Jonathan B. DeGaynor          39   Chief Operating Officer, International Operations
Eduardo Renner de Castilho    45   Chief Operating Officer, South American Operations
Jack Daly                     40   Vice President and Director *
James A. Hislop               48   Vice President and Director *
Adrian Jones                  41   Vice President and Director *
Richard J. Peters             58   Vice President and Director *
Richard J. Lacks, Jr.         55   Director
Tsutomu (Tom) Yoshida         49   Director
</TABLE>

----------

*    Vice President of Parent only. Director of both Parent and Autocam.

The following is a brief description of the present and past business experience
of each of those directors and executive officers.


                                       70

<PAGE>

JOHN C. KENNEDY

Mr. Kennedy became a Director, our President and Chief Executive Officer at our
inception in April 1988 and has been a Director of Parent since June 2004. Mr.
Kennedy earned a Bachelor of Science in Accounting and Finance from the
University of Detroit and an Executive Masters in Business Administration from
the University of Michigan. Mr. Kennedy serves on the Board of Directors of
Lacks Enterprises, Inc.

WARREN A. VELTMAN

Mr. Veltman became our Chief Financial Officer in November 1990 and our
secretary/treasurer in August 1991. Mr. Veltman earned a Bachelor of Business
Administration from the University of Michigan.

THOMAS K. O'MARA

Mr. O'Mara has been with us since November 1989 as the Vice President of Sales
and Marketing. Mr. O'Mara earned a Bachelor of Science in Marketing from Central
Michigan University.

JOHN R. BUCHAN

Mr. Buchan has been with us since January 2002 as the Chief Operating Officer of
our North American operations. Prior to that, he worked 12 years at Benteler
Automotive, most recently as executive vice president of the Exhaust Products
Group. Mr. Buchan earned a Bachelor of Science in Electrical Engineering and a
Masters in Manufacturing Management from the General Motors Institute.

JONATHAN B. DEGAYNOR

Mr. DeGaynor has been with us since September 2005 as the Chief Operating
Officer of our International operations. Prior to that, he worked 17 years first
at General Motors Corporation and then at Delphi Corporation, most recently as
the Business Line Executive for the Diesel Business Line based in Paris, France.
Mr. DeGaynor earned a Bachelor of Science in Mechanical Engineering at the
University of Michigan and a Masters in Business Administration from The
University of Pennsylvania's Wharton School of Business.

EDUARDO RENNER DE CASTILHO

Mr. de Castilho has been with us since January 1998 as the Chief Operating
Officer of our South American operations. Mr. de Castilho earned law and
business degrees from Mackenzie University and a Masters in Business
Administration from Northwestern University.

JACK DALY

Mr. Daly has been a Director of Autocam since June 2004 and a Director of Parent
since April 2004. He is a Vice President in the Principal Investment Area of
Goldman, Sachs & Co., where he has worked since 2000. From 1998 to 2000, he was
a member of the Investment Banking Division of Goldman, Sachs & Co. Mr. Daly
earned Bachelor and Masters degrees in Engineering from Case Western Reserve
University and a Masters in Business Administration from the University of
Pennsylvania's Wharton School of Business. Mr. Daly currently serves on the
boards of directors of IPC Acquisition Corporation, Euramax and Cooper Standard
Automotive.

JAMES A. HISLOP

Mr. Hislop has been a Director of Autocam since June 2004 and a Director of
Parent since April 2004. He is a Managing Director of Transportation Resource
Partners LP and the President and Chief Executive Officer of Penske Capital
Partners. Mr. Hislop was formerly a Managing Director in the Investment Banking
Division of the Corporate Banking Group at Merrill Lynch. Mr. Hislop earned a
Bachelor of Science in Business Administration from Bucknell University and a
Masters of Business Administration in Corporate Finance from New York
University. Mr. Hislop currently serves on the Boards of Directors of Penske
Corporation, UnitedAuto Group, Inc., Fleetwash, Inc., Home Direct, Inc. and Katt
Worldwide Logistics, Inc.


                                       71

<PAGE>

ADRIAN JONES

Mr. Jones has been a Director of Autocam since June 2004 and a Director of
Parent since April 2004. He is a Managing Director in the Principal Investment
Area of Goldman, Sachs & Co., where he has worked since 1998. He joined Goldman
and became a Managing Director in 2002. Mr. Jones earned a Bachelor of
Administration from University College Galway, a Masters of Administration from
University College Dublin, and a Masters of Business Administration from Harvard
Graduate School of Business Administration. Mr. Jones currently serves on the
Board of Directors of Burger King Corporation.

RICHARD J. PETERS

Mr. Peters has been a Director of Autocam and Parent since June 2004. He is a
Managing Director of Transportation Resource Partners LP. Mr. Peters was with
Penske Corporation from 1986 to 2003 serving in various capacities, most
recently as its President. Mr. Peters is a Director and a member of the
Executive Committees of Penske Corporation, Penske Truck Leasing Corporation,
UnitedAuto Group and Hino Trucks. He earned a degree from Wayne State University
in 1970.

RICHARD J. LACKS, JR.

Mr. Lacks has been a Director of Autocam since October 2004. He is the President
and Chief Executive Officer and a board member of Lacks Enterprises, Inc. Mr.
Lacks joined Lacks in 1973 and has served in his present capacities since 1999.
He earned a Bachelor of Business Administration from Western Michigan
University. Mr. Lacks also serves on the boards of directors of Adac Plastics,
Inc., and Plastic Plate, Inc.

TSUTOMU (TOM) YOSHIDA

Mr. Yoshida has been a Director of Autocam since October 2004. He is the Senior
Vice President and General Manager of the Financial Markets Business Division of
Mitsui & Company (U.S.A.), Inc. and has served in that capacity since September
2004. From November 2003 through August 2004, Mr. Yoshida served as Managing
Director of Mitsui & Co. Principal Investment, Ltd. From 2000 through October
2004, he served as Managing Partner of ACTIV Investment Partners, Ltd. He earned
a Bachelor of Arts in Economics from Tokyo University and a Masters in Business
Administration from the University of Pennsylvania's Wharton School of Business.
Mr. Yoshida also serves on the boards of directors of Mitsui & Co. Venture
Partners, Inc., MVC Corporation, Mitsui & Co. Capital, Inc., Mitsui & Co.
Precious Metals, Inc., and Mitsui & Co. Energy Risk Management, Ltd.

COMMITTEES OF THE BOARD OF DIRECTORS

Autocam is not a "listed company and is not required to have an audit committee
comprised of independent directors. Autocam does not currently have an audit
committee and does not have an audit committee financial expert. Autocam's Board
of Directors has determined that each of its members is able to read and
understand fundamental financial statements and has substantial business
experience that results in the member's financial sophistication. Accordingly,
the Board of Directors believes that each of its members have sufficient
knowledge and the experience necessary to fulfill the duties and obligations of
an audit committee.

STOCKHOLDERS AGREEMENT

On June 21, 2004, in connection with the closing of the Merger, Parent entered
into a stockholders agreement with GSCP 2000, other private equity funds
affiliated with GSCP 2000, TRP, other investment vehicles affiliated with TRP
and Mr. Kennedy. The stockholders agreement provides each of GSCP 2000 and TRP
the right to designate two members and Mr. Kennedy the right to designate one
member of the board of directors. The original GSCP 2000 designees were Messrs.
Daly and Jones, the original TRP designees were Messrs. Hislop and Peters and
the original Mr. Kennedy designee was himself. The stockholders agreement
allows, at the request of TRP, for the expansion of the board of directors to a
maximum of 10, with four each being designated by GSCP 2000 and TRP and two by
Mr. Kennedy. In October 2004, the parties agreed to allow TRP and Mr. Kennedy to
add one additional board member each. TRP appointed Mr. Yoshida and Mr. Kennedy
appointed Mr. Lacks.

The stockholders agreement provides that Mr. Kennedy has the right:

-    to designate members of the board of directors as described above;

-    to approve any transactions between us and our affiliates; and

-    to approve:


                                       72

<PAGE>

     1.   entering into or engaging in the ownership, active management,
          development, construction or operation of any line of business that is
          not substantially similar to that conducted by Titan and its
          subsidiaries;

     2.   amendment of our organization documents;

     3.   hiring and remuneration of our key executives; and

     4.   acquisitions of or investments in businesses outside of the automotive
          precision parts business.

In addition, the stockholders agreement contains customary terms, including
transfer restrictions, rights of first offer, tag along rights, drag along
rights, preemptive rights and veto rights. Additionally, Parent has the right to
purchase Mr. Kennedy's shares in Parent if his employment is terminated for
cause. The stockholders agreement, except for the registration rights
provisions, will terminate upon an initial public offering of our equity
securities.

CODE OF ETHICS

Our Board of Directors has not adopted a code of ethics applicable to our
principal executive, financial or accounting officers. The Board of Directors
believes that our current internal control procedures and business practices are
adequate to promote honest and ethical conduct and to deter wrongdoing by these
executives.

ITEM 11. EXECUTIVE COMPENSATION

Directors who are also employees of Parent or its subsidiaries or the employees
of our principal stockholders will receive no additional compensation for their
services as directors. All other directors are entitled to annual compensation
for their services of $25,000.


                                       73

<PAGE>

The following table sets forth a summary of the compensation earned by our chief
executive officer and each of our other four most highly-compensated executive
officers in 2005 paid by us and our affiliates.

<TABLE>
<CAPTION>
                                                                               LONG-TERM
                                                                             COMPENSATION
                                                                                AWARDS
                                                                             ------------
                                              ANNUAL COMPENSATION (1)         SECURITIES
NAME AND PRINCIPAL                      ----------------------------------    UNDERLYING          ALL OTHER
POSITION                        YEAR    SALARY ($)   BONUS ($)   OTHER ($)    OPTIONS (#)   COMPENSATION ($) (2)
--------                        ----    ----------   ---------   ---------   ------------   --------------------
<S>                            <C>      <C>          <C>         <C>         <C>            <C>
John C. Kennedy                 2005      500,000         600                                         2,000
   President and                2004      425,000       1,700                                     1,671,765
   Chief Executive Officer      2003      356,731         600                                        99,383

John R. Buchan                  2005      184,135     102,850                                        40,014
   Chief Operating Officer,     2004      170,000     143,950                   105,926             385,724
   North American Operations    2003      173,269     130,600                                        64,609

Eduardo Renner de Castilho      2005      275,000
   Chief Operating Officer,     2004      275,000                                26,481
   South American Operations    2003      275,000

Warren A. Veltman               2005      168,846     104,600                                        31,309
   Secretary, Treasurer and     2004      150,000     146,700                   105,926             624,714
   Chief Financial Officer      2003      152,885     131,350                                        28,157

Thomas K. O'Mara                2005      158,846      80,600                                        27,694
   Vice President of Sales      2004      140,000     111,700                   105,926             735,970
   and Marketing                2003      142,692     100,600                                        25,670

FORMER OFFICER -
Bruno Le Sech                   2005      264,690      70,214                                       374,680
   Chief Operating Officer,     2004      223,344      67,003                   105,926             106,204
   European Operations (3)      2003      203,382      61,015                                        40,676
</TABLE>

----------
(1)  Does not include any value that might be attributable to job-related
     personal benefits, the amount of which did not exceed the lesser of 10% of
     annual salary, plus bonus or $50,000 for each executive officer. These
     benefits include car allowances, country club fees and executive disability
     policies.

(2)  2005 amounts include the following:

     -    Premiums paid under life insurance policies owned by Messrs. Veltman
          and O'Mara in the amounts of $29,309 for Mr.Veltman and $25,694 for
          Mr. O'Mara. See "Split Dollar Arrangements";

     -    Insurance premiums paid on a life insurance policy for Mr. Buchan of
          $38,014;

     -    Matching contributions under our 401(k) plan of $2,000 each for
          Messrs. Kennedy, Buchan, Veltman and O'Mara; and

     -    Tuition costs of $4,296 reimbursed to Mr. Le Sech for his children.

(3)  Converted at USD per euro rates of 1.1299 in 2003, 1.2408 in 2004 and
     1.2456 in 2005.


                                       74

<PAGE>

EMPLOYEE EQUITY INCENTIVE PLANS

Parent adopted the Micron Holdings, Inc. 2004 Stock Option Plan, effective as of
June 21, 2004. The plan provides for the grant of non-qualified stock options to
key employees, directors and consultants of Parent and its affiliates. Subject
to adjustment for stock dividends, splits, and other similar transactions, a
maximum of 1,430,000 shares of common stock of Parent may be subject to awards
under the plan. The Board of Parent or a committee of the Board as may be
designated to administer the plan selects the individuals that may participate
in the plan, the amount of any grant and the terms and conditions of such grant
(not otherwise specified in the plan), and has the authority to otherwise
interpret and administer the plan. As of December 31, 2005, options in respect
of 948,035 shares have been granted under the plan. Options may not be granted
under the plan after June 21, 2014.

The term of stock options granted under the plan may not exceed ten years.
Options granted under the plan will be exercisable at such time and upon such
terms and conditions as may be determined by the Board or committee, but in no
event will an option be exercisable more than ten years after the date of grant.
If a "transaction" (as defined in the plan) occurs, the Board or committee may
provide that outstanding options held by participants will become fully vested
and exercisable upon the consummation of the transaction. In addition, the Board
or committee may, in its discretion, cancel all options for payment of the
excess of the "fair market value" (as defined in the plan) of the shares subject
to the options over the aggregate exercise price of the options or provide for
the issuance of substitute options or other awards that will preserve the
economic terms of the options. Unless the Board or committee determines
otherwise, the exercise of an option will be conditioned on the execution by the
participant of a form of stockholders' agreement prepared by Parent.

The plan may be amended by the Board of Parent, but no amendment that would
increase the number of shares reserved under the plan may be made without
approval of the stockholders of Parent, and no amendment that would diminish the
rights of a participant under a previously granted option may be made without
the consent of the participant.

AGGREGATED OPTION EXERCISES IN 2005 AND OPTION VALUES AS OF DECEMBER 31, 2005

For each named executive officer, as of December 31, 2005, the following table
provides:

-    the total number of shares of Holdings stock received upon the exercise of
     options in 2005;

-    the value realized upon such exercises;

-    the total number of shares of Holdings stock held by the named executive
     officers (exercisable and unexercisable) as of December 31, 2005; and

-    the value of all options that were in-the-money as of December 31, 2005.

<TABLE>
<CAPTION>
                                                                  NUMBER OF SECURITIES
                                                                 UNDERLYING UNEXERCISED       VALUE OF UNEXERCISED IN-
                                                                       OPTIONS AT               THE-MONEY OPTIONS AT
                                  SHARES                         DECEMBER 31, 2005 (#)         DECEMBER 31, 2005 ($)
                                 ACQUIRED          VALUE      ---------------------------   ---------------------------
NAME                         ON EXERCISE (#)   REALIZED ($)   EXERCISABLE   UNEXERCISABLE   EXERCISABLE   UNEXERCISABLE
----                         ---------------   ------------   -----------   -------------   -----------   -------------
<S>                          <C>               <C>            <C>           <C>             <C>           <C>
John R. Buchan                      --              --           18,537         87,389          --             --
Eduardo Renner de Castilho          --              --            4,634         21,847          --             --
Warren A. Veltman                   --              --           18,537         87,389          --             --
Thomas K. O'Mara                    --              --           18,537         87,389          --             --

FORMER OFFICER -
Bruno Le Sech                       --              --               --             --          --             --
</TABLE>


                                       75
<PAGE>

EMPLOYMENT AGREEMENTS OF MESSRS. KENNEDY, BUCHAN, VELTMAN AND O'MARA

GENERAL

We have employment agreements with each of Messrs. Kennedy, Buchan, Veltman and
O'Mara. The agreement for Mr. Kennedy expires on June 21, 2007, the agreement
for Mr. Buchan expires on January 20, 2007 and the agreements for Messrs.
Veltman and O'Mara expire on January 31, 2007, in each case subject to automatic
renewal for additional one-year periods unless either party provides 90-day
notice of non-extension to the other prior to the end of the term. The
employment agreements provide for base salaries as of the end of 2005 of
$500,000 for Mr. Kennedy, $200,000 for Mr. Buchan, $190,000 for Mr. Veltman and
$180,000 for Mr. O'Mara. Salaries are subject to annual adjustment at the
discretion of our board of directors in the cases of Messrs. Buchan, Veltman and
O'Mara and their employment agreements provide for performance-based bonuses.

MATERIAL TERMS UNIQUE TO MR. KENNEDY'S EMPLOYMENT AGREEMENT

The salary of Mr. Kennedy is subject to periodic review by Parent's board of
directors for increase and his target performance bonus per year is 60% of his
salary. If Mr. Kennedy is terminated by Parent without "cause" (as defined in
the employment agreement), he is entitled to 1.5 times the sum of his base
salary and target bonus, and a prorated portion of his target bonus in effect
immediately prior to his termination based on the number of days employed in the
calendar year in which the termination occurred. If Mr. Kennedy is terminated by
us without "cause" (as defined in his employment agreement), he is entitled to
18 months base salary and benefits continuation. Additionally, if

-    Parent materially breaches the employment agreement,

-    assigns him duties or responsibilities inconsistent with his positions with
     us, Parent or Holdings,

-    makes a change resulting in a material diminution of his responsibilities
     with us, Parent or Holdings,

-    fails to provide employee benefits substantially comparable to those
     provided to him on June 21, 2004,

-    fails to require a successor to assume his employment agreement,

-    we relocate Autocam's headquarters by more than 35 miles or relocate his
     place of employment to other than Autocam's headquarters, or

-    there is a reduction in his base salary or target bonus,

Mr. Kennedy can terminate his employment and be entitled to the same
consideration as if he had been terminated without "cause." If Parent delivers a
notice of non-extension of the term under the employment agreement, Mr. Kennedy
can terminate his employment and be entitled to the sum of his base salary and
target bonus, as well as a prorated portion of his target bonus in effect
immediately prior to his termination based on the number of days employed in the
calendar year in which the termination occurred. Mr. Kennedy's employment
agreement provides that if any payment or benefit made pursuant to the
employment agreement would be subject to the excise tax on golden parachute
payments, then he will be entitled to a gross-up payment for the excise tax and
any federal income tax deductions disallowed in connection with the gross-up
payment. Each employment agreement includes a perpetual non-disclosure
provision. Additionally, Mr. Kennedy's agreement contains a post-termination
perpetual and mutual non-disparagement provision and non-competition and
non-solicitation provisions that apply for a 2-year period following the
termination of his employment.

MATERIAL TERMS UNIQUE TO MR. BUCHAN'S EMPLOYMENT AGREEMENT

In order to compensate Mr. Buchan for the loss of supplemental retirement plan
benefits earned by him at his previous employer, we must pay the premiums on a
life insurance policy that will have a cash value of $111,000 at the end of the
initial term of his agreement.

MATERIAL TERMS COMMON TO MESSRS. BUCHAN'S, VELTMAN'S AND O'MARA'S EMPLOYMENT
AGREEMENTS

If Messrs. Buchan, Veltman or O'Mara is terminated by us without "cause" (as
defined in his employment agreement), he is entitled to 18 months base salary
and benefits continuation. If Messrs. Buchan, Veltman or O'Mara is involuntarily
terminated within 180 days following a change of control (as defined in his
employment agreement), he is entitled to 24 months base salary with bonus and 12
months benefits continuation. Messrs. Buchan's, Veltman's and O'Mara's
agreements contain non-competition and non-solicitation provisions that apply
for the severance period. If we materially breach the employment agreements of
those individuals or make a change resulting in a material diminution of their
duties, authority or compensation, they can terminate their employment and be
entitled to the same base salary and benefits as if they had been terminated
without "cause."


                                       76

<PAGE>

EMPLOYMENT AGREEMENT OF MR. EDUARDO RENNER DE CASTILHO

Autocam do Brasil Usinagem Ltda entered into a services agreement with Lean
Management Consultoria Empresarial S/C Ltda, dated January 1, 1998 (as amended
and restated as of January 31, 2002). The agreement provides for the rendering
of advisory services by Lean Management Consultoria Empresarial with respect to
the operational management of Autocam do Brasil's industrial plants. The term of
the agreement is indefinite and may be terminated by either party with 90 days'
written notice. The partner in charge of the project on behalf of Lean
Management Consultoria Empresarial is Mr. de Castilho. He receives $22,917 per
month for his services. Lean Management Consultoria Empresarial is solely
responsible for all labor and social security obligations relating to its
employees. Lean Management Consultoria Empresarial is subject to a perpetual
confidentiality provision with respect to all confidential information of
Autocam do Brasil acquired during the course of its services.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Mr. Kennedy serves on the board of directors of Lacks Enterprises, Inc. and Mr.
Lacks serves on our board of directors. In their respective roles on those
boards of directors, both Messrs. Kennedy and Lacks participate in deliberations
over each others' compensation arrangements.

SPLIT DOLLAR ARRANGEMENTS

We formerly had split dollar arrangements with Messrs. Buchan, Veltman and
O'Mara. As described above, these split dollar arrangements were terminated as
of September 17, 2004 and all amounts due from each of Messrs. Buchan, Veltman
and O'Mara with respect to premiums paid by Autocam prior to the at date were
forgiven. Autocam will continue to pay the premiums on all life insurance
policies previously subject to the split dollar arrangements for Messrs. Buchan,
Veltman and O'Mara until the termination of the executive's employment
agreement. Autocam treated the amount of the debt forgiveness as a bonus to each
of Messrs. Buchan, Veltman and O'Mara and paid the executive an additional bonus
to substantially compensate him for the tax consequences of the debt forgiveness
and the premium payments on the policies.

We also formerly had a comparable arrangement for Mr. Kennedy. Mr. Kennedy's
split dollar arrangements were converted into interest bearing loans initially
at an interest rate of 3.55%, and these interest bearing loans were forgiven
immediately following the Merger.


                                       77

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

Autocam is wholly-owned by Holdings. Holdings is wholly-owned by Parent. Set
forth below is information regarding the beneficial ownership by class of the
shares of Parent, by (1) all stockholders known by us to beneficially own more
than 5% (either individually or as a group of related entities) of its
outstanding common stock, (2) our directors, (3) our named executive officers,
and (4) all of our executive officers and directors as a group. The address for
each of GS Capital Partners 2000, L.P., GS Capital Partners 2000 Offshore, L.P.,
GS Capital Partners 2000 GMBH & Co. Beteiligungs KG, GS Capital Partners 2000
Employee Fund, L.P. and Goldman Sachs Direct Investment Fund 2000, L.P. is c/o
Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. The address for
each of Transportation Resource Partners LP, TRP Autocam Holdings I, L.L.C., TRP
Autocam Holdings II, L.L.C., TRP Autocam Holdings III, L.L.C., TRP Autocam
Holdings IV, L.L.C. and TRP Autocam Holdings V, L.L.C., is 2555 Telegraph Road,
Bloomfield Hills, Michigan 48302. The address for Mr. Kennedy is 4436 Broadmoor
Avenue, S.E., Kentwood, Michigan 49512. The address for Mr. de Castilho is rua
guido de camargo pentendo sobrinho, 3055-cep 13082-800, Campinas, Sao Paulo,
Brazil.

<TABLE>
<CAPTION>
                                                      10% SERIES A CONVERTIBLE   12% SERIES B CONVERTIBLE
                                                           PREFERRED STOCK             PREFERRED STOCK            COMMON STOCK
                                                      ------------------------   ------------------------   -----------------------
                                                         # OF          %             # OF         %            # OF          %
                        NAME                            SHARES    OUTSTANDING       SHARES   OUTSTANDING      SHARES    OUTSTANDING
                        ----                            -------   -----------      -------   -----------    ---------   -----------
<S>                                                   <C>         <C>            <C>         <C>            <C>         <C>
Transportation Resource Partners LP                                                                         3,479,224      24.3%
GS Capital Partners 2000, L.P.                          222,058      22.1%         206,676      22.1%       3,175,408      22.1%
John C. Kennedy                                         195,800      19.5%         182,237      19.5%       2,800,000      19.5%
TRP Autocam Holdings I, L.L.C                                                                               1,200,000       8.4%
GS Capital Partners 2000 Offshore, L.P.                  80,687       8.0%          75,098       8.0%       1,153,821       8.0%
GS Capital Partners 2000 Employee Fund, L.P.             19,519       1.9%          65,667       7.0%       1,008,920       7.0%
TRP Autocam Holdings II, L.L.C                                                                                636,473       4.4%
Goldman Sachs Direct Investment 2000, L.P.                9,282          *          18,167       1.9%         279,126       1.9%
TRP Autocam Holdings IV, L.L.C                                                                                255,600       1.8%
GS Capital Partners 2000 GmbH & Co. Beteiligungs KG      70,554       7.0%           8,639          *         132,725          *
TRP Autocam Holdings III, L.L.C                                                                               124,110          *
TRP Autocam Holdings V, L.L.C                                                                                  54,593          *
TRP Autocam Holdings VI, L.L.C                          402,100      40.1%         374,247      40.1%
Eduardo Renner de Castilho                                2,797          *           2,603          *          40,000          *
All directors and officers as a group                   198,597      19.8%         184,840      19.8%       2,840,000      19.8%
</TABLE>

----------
*    Represents less than 1% of respective class of stock outstanding.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

AURORA CAPITAL

Prior to the Merger, Aurora Capital Partners was the largest voting stockholder
of Holdings. Pursuant to a management agreement, Aurora Capital provided us with
financial advisory and management consulting services. In consideration of such
services, we paid Aurora Capital fees and expenses of $0.5 million in 2003 and
$0.3 million in 2004.


                                       78

<PAGE>

GSCP 2000

GSCP 2000 and other private equity funds affiliated with Goldman, Sachs & Co.
own 40.1% of the common stock and preferred stock of Parent. Under the
registration rights agreement, we filed a "market-making" prospectus in order to
allow Goldman, Sachs & Co. to engage in market-making activities for the Notes
after completion of the exchange offer in September 2004. Goldman, Sachs & Co.,
an affiliate of GSCP 2000 and its related investment funds, acted as an initial
purchaser in the offering of the Notes. Goldman Sachs Credit Partners L.P., an
affiliate of GSCP 2000 and its related investment funds, was the joint lead
arranger, joint book runner, syndication agent and a lender under our senior
credit facilities initially and in the March 2005 amendment of the senior credit
facilities agreement. Goldman Sachs Credit Partners L.P. was also the
syndication agent, lead arranger and sole book runner for our second lien credit
facility. Goldman, Sachs & Co. and its affiliates may in the future engage in
commercial banking, investment banking or other financial advisory transactions
with us and our affiliates. In 2004, we paid Goldman Sachs Credit Partners L.P.
$4.2 million from the proceeds of our senior credit facilities and the Notes for
underwriters and bridge financing commitment fees and out-of-pocket expenses. In
2005, we paid Goldman Sachs Credit Partners L.P. $1.9 million from the proceeds
of our second lien credit facility for syndication fees and out-of-pocket
expenses.

STOCKHOLDERS AGREEMENT

Parent entered into a stockholders agreement on June 21, 2004, with GSCP 2000,
other private equity funds affiliated with GSCP 2000, TRP, other investment
vehicles affiliated with TRP and Mr. Kennedy. See Item 10 of this report.

MANAGEMENT SERVICES AGREEMENT

We entered into a Management Services Agreement with Goldman, Sachs & Co.,
Transportation Resource Advisors, LLC, and Mr. Kennedy, on June 21, 2004. Under
the management services agreement, we pay these parties an annual aggregate fee
of $0.6 million, plus reasonable out-of-pocket expenses, as compensation for
various advisory services. This fee will be shared by the parties as follows:
Goldman, Sachs & Co., 40.1%; Transportation Resource Advisors, LLC, 40.1%; and
Mr. Kennedy, 19.8%. We also agreed to indemnify these parties and their
affiliates for liabilities arising from their actions under the management
services agreement. In consideration of such services, we paid these parties
combined fees and expenses of $0.3 million in 2004 and $0.6 million in 2005.

RENTAL EXPENSES

We lease a building in France 50% owned by Mr. Kennedy. The present term of the
lease expires in July 2014. Annual rent is due in quarterly installments subject
to annual increases based upon an index tied to France's national public
construction costs. Rent expense recorded in connection with this lease
agreement was $0.6 million in 2003, $0.7 million in 2004 and $0.7 million in
2005.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Set forth below are fees we paid to our principal accountant, Deloitte & Touche
LLP ("D&T") for services rendered in 2004 and 2005 (amounts in thousands of U.S.
dollars):

<TABLE>
<CAPTION>
                       2004       2005       NATURE OF SERVICES
                     --------   --------     -------------------
<S>                  <C>        <C>
Audit fees           $591,866   $388,819
Audit-related fees     77,605    143,067     Business transaction due diligence;
                                             benefit plan audits billed to the registrant
Tax fees              186,371    337,713     Tax return preparation and planning
All other fees          2,341        667     Miscellaneous consulting
                     --------   --------
                     $858,183   $870,266
                     ========   ========
</TABLE>

Our Board of Directors pre-approves audit and non-audit services performed for
us by D&T. Our Board of Directors has considered whether the provision of
non-audit services by D&T to us is compatible with maintaining D&T's
independence and has concluded that such services are compatible with D&T's role
as our independent registered public accountant. D&T advised our Board of
Directors that D&T was and continues to be independent with respect to us.


                                       79
<PAGE>

                                     Part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)  Documents filed as part of this report:

     1.   Consolidated Financial Statements

          See Index to Consolidated Financial Statements in Item 8 of this
          report.

     2.   Consolidated Financial Statement Schedules

          None.

     3.   The following is a list of all the exhibits filed as part of this
          report or incorporated by reference as indicated.

<TABLE>
<CAPTION>
NUMBER    DESCRIPTION
-------   -----------
<S>       <C>
3.1       Restated Articles of Incorporation of Autocam Corporation (filed as
          Exhibit 3.1 to the Form S-4, filed September 23, 2004 (Form No.
          333-119215; the "Form S-4"), and incorporated herein by reference)

3.2       Bylaws of Autocam Corporation (as amended, September 9, 1991) (filed
          as Exhibit 3.2 to the Form S-4, and incorporated herein by reference)

4.1       Indenture, dated as of June 10, 2004, among Micron Notes Corporation
          and J.P. Morgan Trust Company, National Association relating to the
          10.875% Senior Subordinated Notes due June 15, 2014 (filed as Exhibit
          4.1 to the Form S-4, and incorporated herein by reference)

4.2       Supplemental Indenture, dated as of June 21, 2004, among Titan
          Holdings, Inc., Autocam-Pax, Inc., Autocam South Carolina, Inc.,
          Autocam Greenville, Inc., Autocam Acquisition, Inc., Autocam Laser
          Technologies, Inc., Autocam-Har, Inc., Autocam International Ltd.,
          Autocam International Sales Corporation, Autocam Europe B.V., Autocam
          Corporation and J.P. Morgan Trust Company, National Association (filed
          as Exhibit 4.2 to the Form S-4, and incorporated herein by reference)

4.3       Registration Rights Agreement, dated as of June 10, 2004, among Micron
          Notes Corporation, Goldman, Sachs & Co. and Citigroup Global Markets
          Inc. (filed as Exhibit 4.3 to the Form S-4, and incorporated herein by
          reference)

4.4       Joinder Agreement, dated June 21, 2004, among Titan Holdings, Inc.,
          Autocam-Pax, Inc., Autocam South Carolina, Inc., Autocam Greenville,
          Inc., Autocam Acquisition, Inc., Autocam Laser Technologies, Inc.,
          Autocam-Har, Inc., Autocam International Ltd., Autocam International
          Sales Corporation, Autocam Europe B.V., Goldman, Sachs & Co.,
          Citigroup Global Markets Inc., Micron Notes Corporation and Micron
          Holdings, Inc. (filed as Exhibit 4.4 to the Form S-4, and incorporated
          herein by reference)

4.5       Assumption Agreement, dated June 21, 2004, among Autocam Corporation
          and J.P. Morgan Trust Company, National Association (filed as Exhibit
          4.5 to the Form S-4, and incorporated herein by reference)

4.6       Form of Initial Note and Form of Exchange Note (included within the
          Indenture filed as Exhibit 4.1 to the Form S-4, and incorporated
          herein by reference)

10.1      Stockholders Agreement dated as of June 21, 2004, among Micron
          Holdings, Inc., GS Capital Partners 2000, L.P., GS Capital Partners
          2000 Offshore, L.P., GS Capital Partners 2000 GmbH & Co. Beteiligungs
          KG, GS Capital Partners 2000 Employee Fund, L.P., Goldman Sachs Direct
          Investment Fund 2000, L.P., Transportation Resource Partners LP, TRP
          Autocam Holdings I, L.L.C., TRP Autocam Holdings II, L.L.C. and John
          C. Kennedy (filed as Exhibit 10.1 to the Form S-4, and incorporated
          herein by reference)
</TABLE>


                                       80

<PAGE>

<TABLE>
<CAPTION>
NUMBER    DESCRIPTION
-------   -----------
<S>       <C>
10.2.1    Credit and Guaranty Agreement, dated as of June 21, 2004, among
          Autocam Corporation, Autocam France, SARL, as Borrowers, Titan
          Holdings, Inc., and certain subsidiaries of Autocam Corporation, as
          Guarantors, various lenders, Goldman Sachs Credit Partners L.P. and
          Citigroup Global Markets Inc. as Joint Lead Arrangers, Goldman Sachs
          Credit Partners L.P., as Syndication Agent, Citicorp North America,
          Inc., as General Administrative Agent and Collateral Agent, Citibank
          International PLC, as European Administrative Agent, and Bank One, NA,
          ING Capital, LLC and National City Bank as Documentation Agents (filed
          as Exhibit 10.2 to the Form S-4, and incorporated herein by reference)

10.2.2*   Pledge and Security Agreement, dated as of June 21, 2004, between
          Autocam Corporation and each of the other parties thereto and
          Citigroup North America, Inc., as Collateral Agent

10.3+     Supply Contract with Delphi, dated March 28, 2003, for Multec 2 Fuel
          Injection Components (filed as Exhibit 10.3 to the Form S-4, and
          incorporated herein by reference)

10.4      Lease for Facility at 4070 E. Paris Avenue, S.E., dated April 11, 2003
          (filed as Exhibit 10.4 to the Form S-4, and incorporated herein by
          reference)

10.5      Lease for Facility at 1511 George Brown Dr., dated April 11, 2003
          (filed as Exhibit 10.5 to the Form S-4, and incorporated herein by
          reference)

10.6      Management Services Agreement, dated June 21, 2004, among Goldman,
          Sachs & Co., Transportation Resource Advisors, LLC and John C. Kennedy
          (filed as Exhibit 10.6 to the Form S-4, and incorporated herein by
          reference)

10.7      Management Rights Letter from Micron Holdings, Inc., Titan Holdings,
          Inc. and Autocam Corporation to GS Capital Partners 2000, L.P., dated
          as of June 21, 2004 (filed as Exhibit 10.7 to the Form S-4, and
          incorporated herein by reference)

10.8      Management Rights Letter from Micron Holdings, Inc., Titan Holdings,
          Inc. and Autocam Corporation to Transportation Resource Partners, LP,
          dated as of June 21, 2004 (filed as Exhibit 10.8 to the Form S-4, and
          incorporated herein by reference)

10.9      Management Rights Letter from Micron Holdings, Inc., Titan Holdings,
          Inc. and Autocam Corporation to GS Private Equity Partners 2002 --
          Direct Investment Fund, L.P., GS Private Equity Partners II -- Direct
          Investment Fund, L.P. and GS Private Equity Partners 1999 -- Direct
          Investment Fund, L.P., dated as of June 21, 2004 (filed as Exhibit
          10.9 to the Form S-4, and incorporated herein by reference)

10.10     Employment Agreement, dated June 21, 2004, by and between Micron
          Holdings, Inc., Autocam Corporation, Titan Holdings, Inc. and John C.
          Kennedy (filed as Exhibit 10.10 to the Form S-4, and incorporated
          herein by reference)

10.11     Employment Agreement, dated February 1, 2002, by and between Autocam
          Corporation and Warren A. Veltman (filed as Exhibit 10.11 to the Form
          S-4, and incorporated herein by reference)

10.12     First Amendment to Employment Agreement by and between Autocam
          Corporation and Warren A. Veltman, dated September 17, 2004 (filed as
          Exhibit 10.12 to the Form S-4, and incorporated herein by reference)

10.13     Employment Agreement, dated January 21, 2002, by and between Autocam
          Corporation and John R. Buchan (filed as Exhibit 10.13 to the Form
          S-4, and incorporated herein by reference)

10.14     First Amendment to Employment Agreement by and between Autocam
          Corporation and John R. Buchan, dated September 17, 2004 (filed as
          Exhibit 10.14 to the Form S-4, and incorporated herein by reference)

10.15     Employment Agreement, dated April 30, 2002, by and between Autocam
          France, SARL and Bruno Le Sech (filed as Exhibit 10.15 to the Form
          S-4, and incorporated herein by reference)
</TABLE>


                                       81

<PAGE>

<TABLE>
<CAPTION>
NUMBER    DESCRIPTION
-------   -----------
<S>       <C>
10.16     Amendment to the Employment Agreement by and between Autocam France,
          SARL and Bruno Le Sech, dated June 4, 2002 (filed as Exhibit 10.16 to
          the Form S-4, and incorporated herein by reference)

10.17     Services Agreement by and between Autocam Do Brazil and Lean
          Management Consultoria Empresarial S/C Ltda, dated January 1, 1998
          (filed as Exhibit 10.17 to the Form S-4, and incorporated herein by
          reference)

10.18     First Amendment to Services Agreement by and between Autocam Do Brasil
          Usinagem Ltda and Lean Management Consultoria Empresarial S/C Ltda,
          dated January 1, 2000 (filed as Exhibit 10.18 to the Form S-4, and
          incorporated herein by reference)

10.19     Second Amendment to Services Agreement by and between Autocam Do
          Brasil Usinagem Ltda and Lean Management Consultoria Empresarial S/C
          Ltda, dated January 31, 2002 (filed as Exhibit 10.19 to the Form S-4,
          and incorporated herein by reference)

10.20     Employment Agreement, dated February 1, 2002, by and between Autocam
          Corporation and Thomas K. O'Mara (filed as Exhibit 10.20 to the Form
          S-4, and incorporated herein by reference)

10.21     Amendment to Employment Agreement by and between Autocam Corporation
          and Thomas K. O'Mara, dated September 17, 2004 (filed as Exhibit 10.21
          to the Form S-4, and incorporated herein by reference)

10.22     Micron Holdings, Inc. 2004 Stock Option Plan (filed as Exhibit 10.22
          to the Form S-4, and incorporated herein by reference)

10.23     Form of Micron Holdings, Inc. Nonqualified Stock Option Agreement
          (Time-vesting) (filed as Exhibit 10.23 to the Form S-4, and
          incorporated herein by reference)

10.24     Form of Micron Holdings, Inc. Nonqualified Stock Option Agreement
          (Performance-vesting) (filed as Exhibit 10.24 to the Form S-4, and
          incorporated herein by reference)

10.25     Termination of Split Dollar Life Insurance Agreement, dated September
          17, 2004, by and between Autocam Corporation and Warren A. Veltman
          (filed as Exhibit 10.25 to the Form S-4, and incorporated herein by
          reference)

10.26     Termination of Split Dollar Life Insurance Agreement, dated September
          17, 2004, by and between Autocam Corporation and John R. Buchan (filed
          as Exhibit 10.26 to the Form S-4, and incorporated herein by
          reference)

10.27     Termination of Split Dollar Life Insurance Agreement, dated September
          17, 2004, by and between Autocam Corporation and Thomas K. O'Mara
          (filed as Exhibit 10.27 to the Form S-4, and incorporated herein by
          reference)

10.28     First Amendment to Guaranty and Credit Agreement, dated March 31, 2005
          among Autocam Corporation, Autocam France, SARL, as Borrowers, Titan
          Holdings, Inc., and certain subsidiaries of Autocam Corporation, as
          Guarantors, various lenders, Goldman Sachs Credit Partners L.P. and
          Citigroup Global Markets Inc. as Joint Lead Arrangers, Goldman Sachs
          Credit Partners L.P., as Syndication Agent, Citicorp North America,
          Inc., as General Administrative Agent and Collateral Agent, Citibank
          International PLC, as European Administrative Agent, and Bank One, NA,
          ING Capital, LLC and National City Bank as Documentation Agents (filed
          as Exhibit 10.2.1 to Autocam's Registration Statement on Form S-1,
          filed April 25, 2005, and incorporated herein by reference)

10.29.1   Term Loan and Guaranty Agreement, dated as of December 22, 2005, among
          Autocam Corporation, as Borrower, Titan Holdings, Inc. and certain
          subsidiaries of Autocam Corporation, as Guarantors, various lenders
          party thereto, The Bank of New York, as Administrative Agent and
          Collateral Agent, and Goldman Sachs Credit Partners L.P., as
          Syndication Agent, Lead Arranger and Sole Bookrunner (filed as Exhibit
          10.1 to the Form 8-K, filed December 27, 2005, and incorporated herein
          by reference)
</TABLE>


                                       82

<PAGE>

<TABLE>
<CAPTION>
NUMBER    DESCRIPTION
-------   -----------
<S>       <C>
10.29.2   Pledge and Security Agreement, dated as of December 22, 2005, between
          Autocam Corporation and each of the other Grantors party thereto and
          The Bank of New York, as Collateral Agent (filed as Exhibit 10.2 to
          the Form 8-K, filed December 27, 2005, and incorporated herein by
          reference)

10.29.3   Intercreditor Agreement, dated as of December 22, 2005, between
          Citicorp North America. Inc., as First Lien Collateral Agent, The Bank
          of New York, as Second Lien Collateral Agent, and Autocam Corporation
          (filed as Exhibit 10.3 to the Form 8-K, filed December 27, 2005, and
          incorporated herein by reference)

10.30     Second Amendment to Credit and Guaranty Agreement, dated as of
          December 22, 2005 (effective as of December 22, 2005), by and among
          Autocam Corporation, Autocam France, SARL, Titan Holdings, Inc.,
          certain subsidiaries of Autocam Corporation, various lenders parties
          thereto, Citicorp North America. Inc., as General Administrative Agent
          and Collateral Agent, and Citibank International PLC, as European
          Administrative Agent (filed as Exhibit 10.4 to the Form 8-K, filed
          December 27, 2005, and incorporated herein by reference)

21.1*     List of Subsidiaries of the Registrant

23.1*     Consent of Deloitte & Touche LLP

31.1*     Certification of John C. Kennedy, Principal Executive Officer,
          pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section
          302 of the Sarbanes-Oxley Act of 2002

31.2*     Certification of Warren A. Veltman, Principal Financial Officer,
          pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to Section
          302 of the Sarbanes-Oxley Act of 2002

32.1*     Certification of John C. Kennedy, 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 Warren A. Veltman, Principal Financial Officer,
          pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
          of the Sarbanes-Oxley Act of 2002
</TABLE>

----------
+    Certain portions of this exhibit have been omitted and separately filed
     with the Securities and Exchange Commission pursuant to a request for
     confidential treatment.

*    Filed herewith.


                                       83
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

                                        Autocam Corporation


                                        By: /s/ John C. Kennedy
                                            ------------------------------------
                                            John C. Kennedy
                                            President

Date: March 30, 2006

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
        Signature                                   Title                               Date
        ---------                                   -----                               ----
<S>                         <C>                                                    <C>


/s/ John C. Kennedy         President and Director (Principal Executive Officer)   March 30, 2006
-------------------------
John C. Kennedy


/s/ Warren A. Veltman       Chief Financial Officer, Treasurer and Secretary       March 30, 2006
-------------------------   (Principal Financial Officer and Principal
Warrren A. Veltman          Accounting Officer)


/s/ Richard J. Peters       Director                                               March 30, 2006
-------------------------
Richard J. Peters


/s/ Adrian Jones            Director                                               March 30, 2006
-------------------------
Adrian Jones


/s/ James A. Hislop         Director                                               March 30, 2006
-------------------------
James A. Hislop


/s/ Jack Daly               Director                                               March 30, 2006
-------------------------
Jack Daly


/s/ Richard J. Lacks, Jr.   Director                                               March 30, 2006
-------------------------
Richard J. Lacks, Jr.


/s/ Tsutomu Yoshida         Director                                               March 30, 2006
-------------------------
Tsutomu Yoshida
</TABLE>


                                       84

<PAGE>

SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO SECTION
15(D) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO
SECTION 12 OF THE ACT.

The Registrant has not sent an annual report or proxy materials to its security
holders during the last fiscal year. The Registrant does not currently intend to
send an annual report or proxy materials to security holders subsequent to this
filing.


                                       85

<PAGE>

<TABLE>
<CAPTION>
EXHIBIT NO.   DESCRIPTION
-----------   -----------
<S>           <C>
EX- 10.2.2    Pledge and Security Agreement, dated as of June 21, 2004, between
              Autocam Corporation and each of the other parties thereto and
              Citigroup North America, Inc., as Collateral Agent

EX- 21.1      list of subsidaries of the Registrant

EX- 23.1      Consent of Deloitte & Touche LLP

EX- 31.1      Certification of John C. Kennedy, Principal Executive Officer,
              pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to
              Section 302 of the Sarbanes-Oxley Act of 2002

EX- 31.2      Certification of Warren A. Veltman, Principal Financial Officer,
              pursuant to Rule 13a-14(a)/15d-14(a), as adopted pursuant to
              Section 302 of the Sarbanes-Oxley Act of 2002

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

EX- 32.2      Certification of Warren A. Veltman, Principal Financial Officer,
              pursuant to 18 U.S.C Section 1350, as adopted pursuant to Section
              906 of the Sarbanes-Oxley Act of 2002
</TABLE>