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Exhibit 13

[front cover]

Global Technology Solutions

[Images from previous Titan annual reports, representing various
Titan products and services and a photo of J. S. Webb and Gene W. Ray]

[Image - Titan 20th Anniversary logo]

2001 Annual Report

<PAGE>

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[inside front cover]

[Image - Titan 20th Anniversary logo - right justified]

Celebrating 20 years of continuous growth...

For more than 20 years, the Titan Corporation has been providing
comprehensive information and communications systems solutions and
services to the Department of Defense and intelligence agencies.
Today, Titan continues to grow our government business, which is
now more than a billion dollars strong with a backlog of over $2.8
billion, while at the same time creating value for our shareholders
through the building and launching of technology-based businesses
from technologies developed for the government. In March of 2001,
we completed the first IPO of a Titan developed company with the
listing of SureBeam on the Nasdaq under the symbol SURE, and plan
to spin off our remaining majority interest in SureBeam to our
shareholders later this year.

As we begin 2002, we are very optimistic about both the coming year
and our prospects for the future. Thanks to the 8,000 dedicated and
talented employees in our government business, we have developed
strong customer relationships and a record of success. We are
confident that our outstanding reputation combined with our ability
to add and integrate synergistic businesses over the past five years,
will provide us with the opportunity to capitalize on a growing
defense budget and significantly extend the reach of our government
business. We look forward to a year marked by unprecedented organic
growth in our government business, new milestones in our commercial
ventures, and the opportunity to reward our shareholders, including
our nearly 11,000 employees worldwide, for their confidence in our
management team.

[Image of previous annual reports]

[caption for image]
The cover photography for this anniversary annual report was taken
from previous Titan annual reports published over the last 20 years.
[end caption]

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[Image of Gene W. Ray]

Pro Forma
Performance
Highlights(1) (in millions)

[graphic bar chart]

----bar chart summary----

				'99	'00	'01
				------	------	------
Revenues			$403	$1,008	$1,132
Operating Income		$48	$84	$81
Stockholders' Equity		$111	$167	$481

----end bar chart summary----

(1) Performance Highlights reflect pro forma results from continuing
operations before acquisition and integration related charges and
credits, deferred compensation and amortization of goodwill. See
Titan's historical financial statements in the company's filings
with the Securities and Exchange Commission, which have been prepared
in accordance with generally accepted accounting principles, and
our quarterly earnings releases (www.titan.com) for a reconciliation
of our pro forma results to our financial statements under generally
accepted accounting principles.1999 and 2000 results are as
historically reported, before the effects of the poolings that
occurred in 2000 and subsequently discontinued operations. The
statements made in this report which are not historical facts are
forward-looking statements that are subject to risks and uncertainties
that could cause actual results to differ materially from those set
forth in or implied by forward-looking statements. We advise you to
review all the company's filings made with the Securities and Exchange
Commission for detailed risk factors and other necessary information.

[TTN GRAPHIC]

To Our Shareholders

During our 20th year, we enjoyed significant achievements and reached
long established milestones. We are also well positioned as we enter
2002 to experience significant growth in both revenues and profits,
as well as continuing to execute our strategy of maximizing shareholder
value by creating, building and launching technology-based businesses.

In March 2001, we successfully completed the initial public offering
of approximately 16 percent of SureBeam, raising $67 million in capital,
and establishing a market valuation for SureBeam of approximately $600
million. This was accomplished during one of the most difficult IPO
markets in recent history. We believe that the SureBeam IPO
demonstrated that our strategy does create significant value for our
shareholders. The final phase of this strategy, as related to SureBeam,
will be the tax-free distribution to our shareholders of the remaining
SureBeam shares held by Titan later in 2002. Another significant
achievement in 2001 was the successful completion of a follow-on
offering of Titan common shares, raising approximately $140 million.
This provided the capital for us to continue to execute our strategy
and profitably grow our business.

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Additionally, in November we successfully completed the acquisition of
BTG, Inc., a quarter billion dollar government information technology
business with focus in the areas of surveillance, intelligence and
reconnaissance, which substantially enhanced our capabilities and
service offerings in these areas.

Each of these events was a major milestone in the continued execution
of our strategy, and the building of shareholder value.

The economic slowdown in 2001 did adversely impact certain of our
operations--most notably our commercial information technology
subsidiary, Cayenta, and our international communications business,
Titan Wireless.

The continued regression in the commercial IT industry adversely
impacted the results of our Cayenta subsidiary. In spite of cost
reduction efforts and the fact that Cayenta returned to generating
positive operating income in the second half of 2001, Cayenta revenues
and operating profits fell well below our expectations for the year.

While still continuing to grow year-over-year, the rate of growth
in Titan Wireless slowed in 2001, as the global market for
communications and wireless projects and services declined
throughout the year around the world. As with Cayenta, we
took action throughout 2001 to manage Titan Wireless' business
commensurate with the declining market conditions. However, in
spite of the fact that Titan Wireless generated growth in revenue
to $93 million and proforma operating profits of $9 million,
these results were also below our expectations for the year.

In contrast, the business on which Titan was founded 20 years
ago, and by far the largest segment of our corporation--Titan
Systems, our government information technology business--continued
to be the driving flywheel of The Titan Corporation. Titan
Systems, which represents approximately 81 percent of our
revenues, had one of its strongest years. Titan Systems' performance
is a result of our strategy, laid out five years ago, to achieve
critical mass through internal growth and acquisitions. This allows
Titan Systems to compete and win larger and more comprehensive
contracts, thereby driving growth and profitability of the business.
Two of Titan Systems' indices reflecting this are a record backlog
at December 31, 2001 of $2.8 billion and the winning of several
contracts during 2001 with revenue potential exceeding $100 million.

[Image of SureBeam symbol and logo on Nasdaq Market site]

[caption for image]
In March 2001, Titan successfully completed the initial public
offering of approximately 16 percent of SureBeam, raising $67
million in capital, and establishing a market valuation for
SureBeam of approximately $600 million.
[end caption]

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We are also very pleased that Titan Systems was well positioned
after the events of September 11 to support our customers in
the fight against terrorism. Today, we have more than a dozen
anti-terrorism programs. Our products and systems have
performed well in Afghanistan, and we are well positioned
to support several Homeland Security Programs.

Titan's success story in 2001 also includes a chapter on
how well our people and technology can be adapted to unexpected
events. Titan's anthrax-killing system was first developed as
part of the company's participation in the Star Wars missile
defense system back in the early 1980s. In the early 1990s, we
started using this technology to sterilize medical products,
and in 2000 we adapted it to irradiate food, so as to help
eliminate harmful food-borne diseases. Although the $40 million
contract to use this technology to eliminate the anthrax threat
from the mail is small in comparison to our total revenues, it
clearly illustrates how our efforts and investments in technology
made over the years often find value and reward in directions
never contemplated.

We are also applying leading-edge technologies and innovative
systems engineering to develop an affordable missile and a
low-cost transformational craft that will also support the
homeland defense infrastructure.

On March 5, 2002, Mr. M. C. "Bud" Baird, Titan Systems President
 and CEO passed away. Bud led Titan Systems from $250 million
to over $1 billion in annualized revenues and was deeply admired
and respected by those who had an opportunity to work with him.
We will all miss a valued colleague and friend.

The financial foundation of the corporation remains solid.  With
the successful follow-on offering, the acquisitions of BTG and
Datron, and the operating performance of the corporation, our
debt to capitalization ratio on December 31, 2001 was .55, a 28
percent improvement from a year earlier.

As we enter our third decade, we are truly more optimistic than
ever for the prospects of The Titan Corporation. The Titan
family of employees is now nearly 11,000 strong, and these
employees are the most valuable assets of the corporation.
SureBeam, the first successful initial public offering of The
Titan Corporation, will be distributed as a tax-free dividend
to our shareholders later this year. We are confident our other
major commercial businesses will continue to grow, be profitable,
and be well-positioned for monetizing events once the capital
markets for commercial technology businesses return. Most
importantly, our core defense business has never been stronger.

On behalf of The Titan Corporation and its employees, I want to
thank you for being shareholders in our corporation and for your
continued support.

[GENE W. RAY SIGNATURE]
Gene W. Ray
Chairman, President &
Chief Executive Officer


[Image Graphic globe Titan Systems]
[caption] Titan Systems [end caption]

[Image Graphic numbers and computer screen]
[caption] Cayenta [end caption]

[Image Graphic satelite]
[caption] Titan Wireless [end caption]

[Image Graphic Girl with rainbow]
[caption] SureBeam [end caption]

[Image Graphic mail chip numbers]
[caption] Emerging Technologies and Businessses Segment [end caption]

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2001 Annual Report    Page 3
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[Heading]
Titan Systems...

[Image Graphic globe Titan Systems]

With annualized revenues of approximately $1.1 billion and a backlog
of approximately $2.8 billion, Titan Systems Corporation--Titan's
government information technology (IT) segment--provides the largest
percentage of Titan's revenues.

Titan Systems' revenues have grown internally and through Titan's
business strategy of acquiring synergistic government IT and
communications companies as part of its continuing goal of supplying
end-to-end information solutions, products and systems support to our
national security and civil agency customers. During 2001, Titan
consummated mergers with Datron Systems, Inc; and BTG, Inc., and in
early 2002, Titan announced the acquisitions of Jaycor, Inc., and
Science & Engineering Associates, Inc. All these acquisitions are
complementary to Titan Systems' core strengths, and each enlarges
and enhances the company's business and technological strength.

With over 1,600 active contracts, Titan Systems is a leader in
providing comprehensive information systems solutions and services
to the United States government. The company provides unique
capabilities in the areas of sophisticated data management,
information processing, information fusion, and knowledge-based
systems and communications requirements. More than 70 percent of
the company's government business is with the United States
Department of Defense and intelligence agencies, while the balance
is spread through civil agencies and international customers.

The steady growth of Titan Systems facilitates its goal of being
able to bid on--and win--larger, more sophisticated contracts.
Through the excellent collaborative efforts of many parts of the
corporation, Titan Systems was able to bid on and win more expansive
contracts, such as the $58 million U.S. Army Prophet program--a
state-of-the-art ground-based electronic signal intercept system that
was initially researched, developed, engineered and fielded by Titan.
The company also develops

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and manufactures digital imaging products, electro-optical systems,
threat simulation and training systems, intelligence electronic
hardware and a variety of defense communications systems.

In 2001, Titan Systems continued its long-term role in numerous key
programs and expanded its position in other innovative and
transformational endeavors. The company is playing a major role in
the development and support of military satellite communications,
including the next generation DoD Advanced Extremely High Frequency
(EHF) satellite system. The company also developed communications
software for current EHF Milstar and Polarsat strategic communication
systems, and its satellite communication-related products include
advanced digital waveform technology that is capable of tripling the
throughput of effective information that can be transmitted over a
fixed-bandwidth channel via satellite. The company's full motion
tracking antenna systems also serve a full range of satellite
communication telemetry and remote sensing applications.

Titan Systems is also applying leading edge technologies to help the
United States Navy develop a low-cost transformational craft that
will be able to operate close in to land with increased survivability.
As a key member of several evolutionary Navy programs, Titan employees
are helping the Navy develop its concept of ForceNet, the information
backbone to the Navy's Network Centric Warfare vision. Titan Systems
is a key supporter to the Navy Fires Network program, an innovative
system to integrate sensors to decision aids in order to provide
timely ordnance delivery to time-critical mobile land targets.
Titan is involved in many of the new platforms that will populate the
U.S. defense force of the future, but transformation involves more
than just new ships, planes, weapons, and C4ISR systems. It also
includes innovation within existing platforms. A classic example is
the Navy Cash program. This is a joint program between the U.S.
Treasury, the Navy, JP Morgan Chase, and Titan--to provide a cashless
environment for sailors and marines deployed anywhere in the world,
eliminating the need for the millions of dollars of cash that is
carried on board today's ships.

Titan is also a key partner to the U.S. Army's transformation to
a more agile force. The Prophet system is one of the very first
systems to populate the Army's new vision of a mobile Interim Brigade
Combat Team. In fact, Prophet was pressed into service in Afghanistan
and was very effective in helping to locate Taliban and al Qaeda forces.

Titan Systems plays a key role in helping the Army to know the
location of its critical supplies, trucks, trailers, and cargo in
over 13 countries. The company is the primary systems integrator for
the U.S. Army's Mobile Positioning Initiative, a highly automated
endeavor that provides real-time visibility--including satellite
tracking--of military trucks, trailers, and cargo at over 200 sites
in support of 1,000 users through most of Western Europe. In addition,
Titan won a $200 million contract to support the backbone of the Army's
information management systems.

In the area of aerospace, Titan Systems won multiple contracts in 2001
to provide systems engineering support for avionics systems, night
vision devices, and cockpit displays across a variety of Navy and
Marine Corps aircraft, including the executive helicopter fleet.

[Caption] right side of text

Titan Systems works closely with certain federal civilian agencies,
such as NASA and the Jet Propulsion Laboratory to provide systems
engineering and development and other services. As a leading provider
of information technology, Titan Systems contributes to assuring
mission success in support of some of the nation's most critical and
complex information systems, including NASA's Space Shuttle and
International Space Station

[End Caption]

[Image Graphic space shuttle]
[Image Graphic astronaut]

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The company continues its long-term role in support of the Air
Force's Joint STARS and AWACS surveillance aircraft. Titan is a
key partner to the U.S. Air Force. In addition to providing the
support services for major weapons systems, Titan Systems is also
doing sophisticated research and development for space systems that
will contribute directly to the security of the nation. A Titan
Systems-developed tactical data link enhancement is allowing
commanders to see the tactical combat picture over distances
never before realized. The Joint Range Extension (JRE) program allows
commanders to share vital tactical data link information over a
variety of communications paths and to consolidate and coordinate
forces in an entire region. JRE was successfully used in supporting
the Air Force mission in Afghanistan.

The U. S. Marine Corps is another important Titan Systems customer.
A Tactical Warfare Simulation system, developed by Titan, is the
USMC's training system for honing war-fighting skills. It allows
Marine Corps decision makers to practice their art without
deploying actual forces.

Titan Systems is working closely with certain federal civilian
agencies, such as NASA and the Jet Propulsion Laboratory to provide
systems engineering and development and other services. For the 2002
Salt Lake Olympic Games, for example, Titan Systems performed work
for a variety of agencies in support of the event's security.

Titan Systems has become a principal provider of systems and
solutions related to information assurance and e-government.
The company focuses on the design, installation and maintenance
of local and wide area networks used by the U.S. government's
Internet-based initiatives. Titan Systems designs electronic
filing, procurement and payment systems for government agencies,
along with Internet portals used to electronically distribute
confidential and non-confidential information.

As one of the leading providers of IT assurance services, Titan
Systems' legacy includes numerous awards for its contributions to
assuring mission success in support of some of the nation's most
critical and complex information systems, including NASA's Space
Shuttle and International Space Station, the Postal Service's Retail
and Automated Processing Systems, the General Services
Administration's Financial Management System and the Centers for
Medicare and Medicaid Services' HIPAA Compliance Office, to name a few.

In the War on Terror, Titan Systems has been providing its expertise
and services for numerous federal and local governmental agencies.
Besides providing the technology and actual research (prior to
September 11) to inactivate anthrax, Titan Systems provided
bioterrorism expertise, wargaming and simulation technology for
pre-deployment for

[Caption]
For the 2002 Salt Lake Olympic Games, far left, Titan Systems
performed work for a variety of agencies in support of the event's
security. Titan Systems won multiple contracts in 2001 to provide
systems engineering support for avionics systems, night vision
devices, and cockpit displays across a variety of Navy and Marine
Corps aircraft, including the executive helicopter fleet-as well
as the EA-6B Prowler (center) and the SH-60B Seahawk helicopter (right).
[End Caption]

[Left Graphic Army with machine gun]
[Center Graphic fighter jet]
[Right Graphic helicopter]

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[Graphic Air Force plane]

[Caption]
Titan Systems has played a long-term role in support of the Air
Force's Joint STARS and AWACS surveillance aircraft. The E-8C
Joint Surveillance Target Attack Radar System (Joint STARS) shown
here is the only airborne platform in operation that can maintain
realtime surveillance over a corps-sized area of the battlefield.
A joint Air Force - Army program, the Joint STARS uses a multi-mode
side looking radar to detect, track, and classify moving ground
vehicles in all conditions deep behind enemy lines.
[End Caption]

[Caption]
Titan provides a broad array of expertise and services to the
Department of Defense that includes wargaming,  providing imagery
technology used in Afghanistan, or supporting Global Hawk, the
Department of Defense's newest unmanned air vehicle (bottom photo).
Global Hawk's mission is to provide military field commanders with
a high-altitude, long-endurance system that can obtain high resolution,
near-real-time imagery of large geographic areas.
[End Caption]

[Image Graphic Military man on laptop] right side of page

[Image Graphic unmanned air vehicle white plane] right side of page


fleet assets into the war zone; emergency management and support for
the victims of New York, Pennsylvania, and Washington, DC; and
domestic and emergency preparedness to support the Department of Justice.

Prior to September 11, the DoD budget for information and communication
technology products and services was increasing, with a key national
objective to modernize Command, Control, Communications, Computer,
Intelligence, Surveillance and Reconnaissance--r C4ISR capabilities--
specialty of Titan. Now, with the administration's new emphasis on
national security, homeland defense and anti-terrorism, Titan Systems
is well positioned to capitalize on increased spending especially in
the areas of intelligence, surveillance, security, aviation systems,
information security, encryption products, and homeland defense and
preparedness. The proposed 2003 Defense budget is likely to have a
positive effect on Titan Systems' business base.

Titan receives more than $150 million in government-funded research
and development annually, providing Titan with a constant stream of
technology that fuels the company's business strategy to create,
build and launch pure-play technology-based companies. Titan Systems'
successful track record in R&D helps create for Titan a diversified
portfolio of technologies--nd it assists the company in winning
additional R&D funding. The company has a very strong relationship
with several key research and development agencies, including the
Defense Advanced Research Projects Agency. By being on the technology
edge, Titan Systems is able to keep pace with new technological
developments and to compete for contracts that require high-quality,
sophisticated technical solutions.

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[Heading]
Cayenta...

[Image Graphic numbers and computer screen]

As economic conditions caused weak demand throughout most of the
commercial information technology market, Cayenta's vertical market
focus proved to be an important stabilizing force. A Total Solution
Provider, Cayenta's business is to build, host, and manage complex,
end-to-end, traditional and internet-based information management
systems. Cayenta's approach combines proprietary software with the
implementation and integration services needed to deliver complete
information technology solutions to its customers.

The key verticals targeted by Cayenta are utilities and municipalities
through its billing, customer care, and asset-management applications;
manufacturers through its plant operations and asset management
application; retailers through its merchandising infrastructure
application; and transportation--through its data warehousing
integration architecture and enterprise management solutions.

While 2001 brought significantly decreased spending by Cayenta's
corporate customers for information technology products and services,
Cayenta continued to acquire new customers in the municipality and
utility markets to use its proprietary systems. In spite of declining
tax revenues, many municipal-operated utilities sought to expand and
improve their capabilities, particularly in the wake of the
California energy crisis early in 2001. Cayenta's billing and
revenue-cycle management products are targeted toward the
mid-tier municipality market and are especially competitive because
of the flexibility they provide to municipalities wanting to bill
customers for multiple services off a single software platform.

The strength of Cayenta's utility and municipality products led to
an impressive list of customer wins in 2001 including: Florida Power
and Light; NRG Energy; the Water Reclamation District of Greater
Chicago;

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the Kansas City Board of Public Utilities; ElectriCities -- a trade
organization representing Public Power Communities in Virginia, North
Carolina and South Carolina; EnergyUnited -- North Carolina's largest
electric cooperative; Snapping Shoals Electric Membership Corporation
-- a consumer-owned cooperative located in Georgia; Prince William
County Services Authority, Virginia; The City of Lexington, NC; The
City of High Point, NC; The City of Rock Hill, SC; and The City of
Shelby, NC.In 2001, Cayenta also continued to further improve its
software solutions for the utility and municipality markets with
the following product and service enhancements:

*  UtilityManager(TM) version 7.X enhancements allow for standardized
navigation across application functions, enhanced help functionality,
and shortened implementation times.

*  MunicipalityManager(TM) version 5.X provides an enhanced graphical
interface and improved navigation functionality, allowing for quicker
training, shortened implementation times and increased ease of use.

*  Mainsaver(TM) Release 6.2 added features and enhancements supporting
the management of power generation plants and expanded Cayenta's
ability to host remotely and deliver the Mainsaver application to
customers managing assets across multiple power generation facilities.

In addition, Cayenta also made improvements to Cayenta WebStore, which
allows retailers to extend their sales channels while insuring full
integration with their current merchandising and inventory systems.

While the manufacturing and retail industries were hard hit by economic
conditions in 2001, Cayenta's existing customer base for its asset
management and merchandising infrastructure applications proved to be
a source of steady revenues as Cayenta was able to provide services
that helped its customers see improved operational results using
previously purchased software.

After significantly reducing the size of its workforce and cutting
costs in 2001 in order to respond to weak demand in the commercial
information technology industry, Cayenta's main focus in 2002 is on
continuing to grow its municipality and utility business and expand
its product offerings, while at the same time striving to increase
its contribution to Titan's profitability.

[Caption]
A Total Solution Provider, Cayenta builds, hosts, and manages
complex, end-to-end, traditional and internet-based information
management systems. The company orchestrates its operations from
regional solution centers located across the country and in Canada.
[End Caption]

[Graphic Cayenta Map] Right side of text

[Graphic Man on laptop in server room] Right side of text

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[Heading]
Titan Wireless...

[Image Graphic Satelite]

While much of the telecommunications industry suffered through
overcapacity and weak demand throughout 2001, Titan Wireless was
able to maintain its steady growth by continuing to focus on
underserved markets in developing countries where demand is
relatively high and competition remains fairly limited.  For
Titan Wireless, with its historic roots in the development of
low cost satellite-based communications systems, developing
markets still offer enormous potential.

Despite the slowing economy, wholesale long-distance traffic
carried over Titan Wireless' satellite-based network to and
from developing countries throughout the world increased
significantly in 2001.  More than 60 million minutes a month
now travel over the Titan Wireless network for customers such
as tier-one carriers, regional bell operating companies and
overseas government-owned phone companies.

2001 also marked the launch of Titan Wireless' foray into the
retail service business with the launch of fixed, wireless
broadband networks by its Sakon subsidiary in Ghana, Cameroon
and Bangladesh, and the purchase of a majority interest in an
Indian broadband service provider, Gateway Systems Ltd.  By
the end of the year, more than 200 enterprise customers such
as multi-national corporations, banks, hotels, and the
Chittagong Stock Exchange were using the networks in these markets.

In addition, Titan's African investment, Ivoire Telecom, launched
wireless local-loop networks in five African countries and began
providing telecommunications services such as voice, data, and
Internet services to major African and international corporations
such as Texaco, Nestle, Africa Online, and Ecobank.

Titan Wireless' systems-integration business continued to
contribute significantly to revenue and profit in 2001; however,
the sluggish world economy and a more conservative investment
environment for governments and telecommunications providers in
developing countries have

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limited the near term potential of this part of Titan Wireless'
business.Key projects in 2001 included the completion of a mobile
telecommunications network for the government of Benin that now
has more than 70,000 mobile subscribers; a combination satellite/
cellular system in Guinea for a U.S. company; and a satellite
backhaul systemfor a major fixed wireless carrier in Nigeria.

Recognizing the opportunity to continue to grow the service
provider business, Titan recently completed the acquisition
GlobalNet, Inc., a leading Voice-over-Internet Protocol (VoIP)
carrier specializing in providing international long distance
service to U.S. and foreign-based service providers operating
in Latin America.  GlobalNet's state-of-the-art Internet
Protocol (IP) network uses packet-switched technology to
utilize bandwidth more efficiently than circuit-switched carriers.

With the acquisition of GlobalNet, not only does the size of
Titan Wireless' existing revenue base nearly double, but the
geographic reach of the Titan Wireless network expands
significantly beyond its previous focus on Africa and Central Asia.
In addition, there is the opportunity for considerable synergies
with Titan Wireless' existing business through the consolidation
of global infrastructure.

In 2002, Titan Wireless will continue to seek out opportunities
to expand the reach of its developing market long distance business
through strategic acquisitions, while at the same time continuing
to grow the business internally.  The current weakness in the capital
markets for telecom related companies presents an enormous
opportunity for companies such as Titan  that are interested in
profitably building critical mass at very low valuations and have
the financial ability to do so.

[Caption]Bottom of text
Titan Wireless provides communications services and systems to
developing countries primarily in Asia, Africa, the Middle East
and Latin America. The chart below illustrates the countries Titan
Wireless now serves and the breathe of Titan Wireless' network.
[End Caption]

[Image Graphic Wireless Map]

[Caption] Right side of text
In 2001, Titan Wireless completed a mobile telecommunications
network for the governmentof Benin that now has more than 70,000
mobile subscribers; a combination satellite/cellular system in
Guinea for a U.S. company; and a satellite backhaul system for a
major fixed wireless carrier in Nigeria.
[End Caption]

[Image Graphic man working on dish]

[Image Graphic Girl on phone with dish behind]

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[Heading]
SureBeam...

[Image Graphic Girl with rainbow]

On March 2001, SureBeam completed its initial public offering
and became the first Titan subsidiary to become a public company.

At the very heart of SureBeam's proven, patented electron beam
technology lies the fundamental fact that it helps eliminate the
threat of virulent bacteria, such as E. coli O157:H7, Listeria,
and Salmonella. This innovation has the potential to do for food
products what milk pasteurization did for milk: help stop the
spread of dangerous--and often deadly--food-borne diseases that
plague consumers worldwide.

In less than two years, the availability of SureBeam(R) processed
ground beef in American supermarkets has gone from an initial 84
Cub and Rainbow stores in Minneapolis/St Paul to literally
thousands of supermarkets located in over two-thirdsof the nation.
One processor alone, Sara Lee's Huisken Meats, distributes SureBeam(R)
processed products in 32 states, including one retail chain that has
1,000 stores in 11 states. In June 2001, Huisken Meats rolled out
five new ground beef products, reflecting growing consumer demand
and Huisken's desire to offer more choices to consumers.

SureBeam has continued to expand its customer base to include more
raw food processors, ready-to-eat processors, and food-service
processors. Two major national hamburger chains are in the process
of rolling out SureBeam(R) processed hamburgers across the country.
Joining prestigious national processors such as Omaha Steaks,
WW Johnson Meat Company--which began processing in November 2001--
quickly expanded its product line in February 2002 to include a
variety of nine fresh ground beef products which are marketed to a
variety of restaurant chains.

Using SureBeam technology to eliminate harmful environmental

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pests from Hawaiian fruits, our customer Hawaii Pride significantly
grew its national distribution of exotic tropical fruits such as
papaya, longan, starfruit and rambutan to 17 mainland states.

In addition to increased retail distribution, SureBeam also expanded
its customer base in both the raw food and ready-to-eat segments.
One of the nation's oldest and largest suppliers of ground beef to
the quick-service restaurant industry segment joined the other 43
processors who have committed to partnering with SureBeam. Also,
SCIS Food Services, Inc.--one of the nation's leading providers of
ready-to-eat meals--signed a product testing and collaboration
agreement in anticipation of FDA and USDA's approval of the use of
SureBeam(R) technology on precooked foods.

On the technology front, SureBeam made significant advancements
during the year. The company expanded its agreement with Excel,
the nation's second-largest meat company, to install in-line
SureBeam(R) systems directly within two Excel processing facilities.

SureBeam opened its second national service center in Chicago,
doubling the company's processing capacity. In March 2002, SureBeam
joined Texas A&M University in the opening of the nation's first
SureBeam electron beam food research facility. This state-of-the-art
facility will be used for the purpose of researching and developing
product applications, as well as for the advancement of food safety.

A significant event impacting SureBeam's technology was the
favorable litigation settlement between the company and Ion Beam
Applications (IBA), with IBA abandoning its challenge to the
validity and enforceability of SureBeam's core system patent.
During 2001, SureBeam was also awarded five new patents covering
system enhancements, including an innovation that allows a single
electron beam machine to process continuously and simultaneously
food products of various sizes and densities.

Building on previous international strategic relationships, SureBeam
continued to enlarge its worldwide portfolio. RESAL Saudi Corporation,
a subsidiary of a private Saudi Arabian conglomerate headquartered in
Riyadh, signed an agreement to build a network of SureBeam(R)
facilities within the Kingdom for pathogen and environmental
pest control.

Also in 2001, the Department of Defense added irradiated products to
the military food procurement authorization lists and during the
first quarter of 2002, the military initiated the ordering process
for SureBeam processed ground beef aimed at protecting the safety
and health of America's fighting forces.

[Caption]
In thousands of supermarkets across the United States--under a
variety of labels--as well as in food service and by home delivery,
SureBeam(R) processed ground beef and exotic tropical fruit are
sold. Additionally, two major national hamburger chains are in the
process of rolling out SureBeam processed hamburgers across the country.
[End Caption]

[Image Graphic hamburger]

[Image Graphic packaged meat]

[Image Graphic fruit]

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2001 Annual Report   Page 13
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[Heading]
Emerging Tech...

[Image Graphic mail chips numbers]

Titan's Emerging Technologies and Businesses Segment is where the
company leverages its intellectual property portfolio--obtained
primarily from government-funded research and development--to
create commercial technology applications or individual businesses
that can be monetized to create value for Titan shareholders.

Titan has a well-defined process for continually reviewing the
company's intellectual property portfolio. The majority of
technologies reviewed are either licensed or sold to third parties
or left within Titan Systems, Titan's government business, and not
commercialized. Only those few select technologies that Titan
believes have the potential to deliver significant value to Titan
shareholders are actually incubated into businesses within Titan.
The three businesses in the Emerging Technologies and Businesses
Segment that meet these strict criteria are LinCom Wireless,
e-tenna, and Titan Scan Technologies.

[Small header]
LINCOM WIRELESS

LinCom Wireless is a fabless semiconductor company focused on
standards-based solutions for wireless connectivity of voice,
data, and video in the enterprise and home environments. LinCom's
initial products will be based on the dominant Wireless Local
Area Networking (WLAN) standards known collectively as IEEE 802.11.
LinCom's ComboLink(TM) product family will bridge the gap between
the dominant WLAN standard today, 802.11b, which operates in the
2.4 GHz frequency, and the next-generation, higher speed 802.11a,
which operates in the less congested 5 GHz frequency, by supporting
both modes of operation cost effectively. ComboLinkTM will also
support the mandatory mode of 802.11g, a relatively new standard
that has not been fully ratified by the IEEE. The mandatory modes
of 802.11g support the 802.11a waveform over the 2.4 GHz frequency
band providing backwards compatibility with 802.11b. Final
ratification of the 802.11g specification is expected by early 2003.

LinCom Wireless is targeting one of the fastest growing wireless
markets. Between 1999, when the first 802.11b products were
introduced, and year-end 2001, more than 10 million chipsets
were shipped. Phenomenal growth is anticipated for the years to
come as 802.11bnetworks continue to deploy and higher speed, higher
capacity, relatively interference-free 802.11a networks begin to
rollout. Yearly 802.11 chipset shipments are predicted to exceed
40 million units in 2005. This represents a compound annual growth
rate in excess of 50 percent.

LinCom Wireless has focused on a combination 802.11a/802.11b

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product because the pervasiveness of 802.11b access points in
the enterprise environment--combined with the anticipated adoption
of 802.11a access points in the home to provide for multiple streams
of voice, data, and video-makes it likely that the WLAN landscape
will include both 802.11b and 802.11a as dominant network standards.

LinCom is strongly positioned for the impending combination
802.11a/802.11b market as it is one of only a few companies known
to have developed and produced an 802.11b baseband chip, and it has
been working on the development of an 802.11a chip for more than
a year.

In 2001, LinCom engineers successfully completed the development
of an 802.11b baseband chip for 3Com and prototyped an 802.11a
modem design. Additionally, LinCom completed 11 patent filings
on intellectual property that provide unique advantages for its
chipsets. Looking forward, LinCom plans to complete the development
of its combination802.11a/802.11b chipset and begin sampling those
chipsets to customers by the fall of 2002--with the goal of obtaining
design commitments for 2003 shipments.

[Small heading]
E-TENNA

e-tenna focuses on designing and developing radio frequency (RF)
technology and products for the wireless communication industry
that have the potential to significantly reduce the size,
increase the functionality, improve the performance and decrease
the cost of wireless equipment and systems. Since it began
operations in mid 2000, e-tenna has worked to build a robust
intellectual property portfolio that includes four patents issued,
with 19 patents pending.

e-tenna's activities are currently focused on the development
and marketing of high-efficiency, low-cost, electrically-small,
passive antennas for current and next generation wireless devices.
A key benefit of e-tenna's technology for OEMs is its isolation
property that allows multi-frequency devices such as phones, PDAs,
and laptops to function efficiently and without significant
interference.

In 2001, e-tenna successfully transitioned from an R&D-centric
company to one focused on customer and product development
activities. e-tenna generated initial revenue in 2001 from a
number of engineering development contracts, including a contract
with a major OEM for a Bluetooth antenna, and a contract with a
major OEM for a GPS antenna. The company is hopeful that these
relationships will lead to its first design win or technology
licensing agreement in 2002.

[Small heading]
TITAN SCAN TECHNOLOGIES

Following the outbreak of anthrax, Titan Scan Technologies
became known for its effortsto sanitize the mail to eliminate
the threat of bioterrrorism. After years of investing in electron
beam technology and installing systems to sterilize medical
devices, Titan Scan was able to provide the U.S. Postal
Service with a way to sanitize mail destined for the nation's
capital. Besides contracting to use Titan Scan's facility for mail
sanitization, the Postal Service also purchased eight mail
sanitization systems.

Titan Scan also expanded its traditional medical device
sterilization business by over 50 percent, while significantly
increasing profit margins. The number and volume of products
sterilized in company owned facilities increased substantially
while customers, such as Guidant Corporation, expressed their
satisfaction by adding to their existing in-house sterilization
investments with repeat purchases of sterilization systems.
Additional service centers are planned for 2002.

Titan Scan also marked 2001 with entry into electron beam
technology markets outside of its traditional medical device
customer base. These previously untapped, large markets include
the use of electron beam technology to improve material performance
in semiconductors, aerospace composites, wire and cable, plastics
and packaging films just to name a few. With so many new
opportunities in both existing and new markets, and a new
management team with a proven track record of results, there is
every reason to believe that the success achieved in 2001 is likely
to continue in the future.

[image girl standing by mailbox] - right side of text
[caption] Mailsafe [end caption]

[image hands holding chips] - right side of text
[caption] e-tenna [end caption]

[image two doctors in scrubs] - right side of text
[caption] Titan Scan Techonologies [end caption]

[image man on cell phone holding a PDA] - right side of text
[caption] LinCom Wireless [end caption]

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2001 Annual Report   Page 15
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[Heading]
Titan's Leadership...

[Image graphic NY Stock Exchange]

[small heading]
DIRECTORS

Gene W. Ray
Chairman of the Board of Directors
President and Chief Executive Officer
The Titan Corporation

Michael B. Alexander
Former Chairman and
Chief Executive Officer, AverStar, Inc.

Charles R. Allen
Former Executive Vice President
TRW, Inc.

Joseph F. Caligiuri
Former Executive Vice President
Litton Industries

Daniel J. Fink
Former Senior Vice President
Corporate Planning and Development
General Electric Corporation

Susan Golding
President and Chief Executive Officer
The Golding Group, Inc.
Former Mayor of San Diego

Robert M. Hanisee, CFA
Managing Director
Chief Investment Officer for Asset Allocation-
Private Client Services Group,
Trust Company of the West

Robert E. La Blanc
President, Robert E. La Blanc Associates, Inc.
Former Vice Chairman, Continental Telecom
Former General Partner, Salomon Brothers

Thomas G. Pownall
Former Chairman of the Board and
Chief Executive Officer
Martin Marietta Corporation

Jim Roth
Former President and Chief Executive Officer
GRC International

Joseph R. Wright
President and CEO, PanAmSat
Vice Chairman, Terremark Worldwide
Former Chairman, GRC International
Former Director of Federal Office of
Management & Budget

[small heading]
OFFICERS

Gene W. Ray
Chairman of the Board of Directors
President and Chief Executive Officer

Eric DeMarco
Executive Vice President and
Chief Operating Officer

Owens F. Alexander, Jr.
Senior Vice President of The Titan Corporation and President
and CEO of Titan Wireless

M. C. "Bud" Baird
Senior Vice President of The Titan Corporation and President
and CEO of Titan Systems

Nicholas J. Costanza
Senior Vice President,
General Counsel and Secretary

Denise Longarzo
Senior Vice President,
Emerging Technologies and Businesses

Larry A. Oberkfell
President and CEO of SureBeam

David Porreca
Senior Vice President of
The Titan Corporation and
President and CEO of Cayenta

Mark W. Sopp
Senior Vice President and
Chief Financial Officer

Rochelle Bold
Vice President, Investor Relations

Brian Clark
Vice President, Strategic Transactions

John Dressendorfer
Vice President, Government Relations

Dianne D. Dyer
Vice President, Human Resources

Deanna Hom
Vice President, Corporate Controller

Mary Jo Potts
Vice President, Administration

Ralph "Wil" Williams
Vice President, Corporate Communications


(C)The Titan Corporation 2002 - right justified

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[inside back cover]

STOCKHOLER INFORMATION

Transfer Agent and Registrar
American Stock Transfer & Trust Company
6201 15th Avenue
Brooklyn, New York 11219

Independent Public Accountants
Arthur Andersen LLP
701 B Street
San Diego, California 92101

Corporate Headquarters
The Titan Corporation
3033 Science Park Road
San Diego, California, 92121
Telephone: (858) 552-9500
Fax:  (858) 552-9645

FORM 10-K

The Company files an annual report with the Securities and
Exchange Commission on Form 10-K, pursuant to the Securities
Exchange Act of 1934, Stockholders may obtain a copy of this report
at no charge by writing to:

Rochelle Bold, Vice President
Investor Relations
The Titan Corporation
3033 Science Park Road
San Diego, California 92121
Telephone: (858) 552-9400
Fax:  (858) 552-9477
Email: invest@titan.com

ANNUAL MEETING

The Annual Meeting of Stockholders
will be held at 9:00 a.m.
on Thursday, May 16th, 2002 at:
Corporate Headquarters, The Titan Corporation,
3033 Science Park Road, San Diego, California 92121.

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[back over]

[image Titan logo]

The Titan Corporation
3033 Science Park Road
San Diego, CA 92121
www.titan.com

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