<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

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

                            ------------------------

                                   FORM 10-Q

<TABLE>
<C>        <S>
   /X/     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

                 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000
                                       OR

<TABLE>
<C>        <S>
   / /     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
           SECURITIES EXCHANGE ACT OF 1934
</TABLE>

        FOR THE TRANSITION PERIOD FROM ______________ TO ______________

                         COMMISSION FILE NUMBER 1-6035

                            ------------------------

                             THE TITAN CORPORATION

             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                             <C>
           DELAWARE                 95-2588754
 (State or other jurisdiction    (I.R.S. Employer
              of                Identification No.)
incorporation or organization)
</TABLE>

                             3033 SCIENCE PARK ROAD
                        SAN DIEGO, CALIFORNIA 92121-1199
               (Address of principal executive offices, zip code)

      (Registrant's telephone number, including area code)  (858) 552-9500

--------------------------------------------------------------------------------

   (Former name, former address and former fiscal year, if changed since last
                                    report.)

                            ------------------------

    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 / /

    The number of shares of registrant's common stock outstanding at May 8,
2000, was 50,721,166.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                         PART I--FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                             THE TITAN CORPORATION

                     CONSOLIDATED STATEMENTS OF OPERATIONS

                     (IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                              THREE MONTHS ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
Revenues....................................................  $175,499   $126,213
                                                              --------   --------
Costs and expenses:
  Cost of revenues..........................................   128,503     93,746
  Selling, general and administrative expense...............    39,224     22,575
  Research and development expense..........................     2,247      1,474
  Acquisition related charges...............................    18,070         --
                                                              --------   --------
    Total costs and expenses................................   188,044    117,795
                                                              --------   --------
Operating profit (loss).....................................   (12,545)     8,418
Interest expense............................................    (5,968)    (2,480)
Interest income.............................................       927         44
                                                              --------   --------
Income (loss) before income taxes, minority interest and
  extraordinary loss........................................   (17,586)     5,982
Income tax provision (benefit)..............................    (4,397)     1,997
                                                              --------   --------
Income (loss) before minority interest and extraordinary
  loss......................................................   (13,189)     3,985
Minority interest...........................................     1,378         --
Extraordinary loss from early extinguishment of debt, net of
  taxes.....................................................    (3,454)        --
                                                              --------   --------
Net income (loss)...........................................   (15,265)     3,985
Dividend requirements on preferred stock....................      (174)      (174)
                                                              --------   --------
Net income (loss) applicable to common stock................  $(15,439)  $  3,811
                                                              ========   ========
Basic earnings (loss) per share:
  Income (loss) before extraordinary loss...................  $  (0.25)  $   0.09
  Extraordinary loss from early extinguishment of debt, net
    of taxes................................................     (0.07)        --
                                                              --------   --------
  Net income (loss).........................................  $  (0.32)  $   0.09
                                                              ========   ========
  Weighted average shares...................................    49,600     40,970
                                                              ========   ========
Diluted earnings (loss) per share:
  Income (loss) before extraordinary loss...................  $  (0.25)  $   0.08
  Extraordinary loss from early extinguishment of debt, net
    of taxes................................................     (0.07)        --
                                                              --------   --------
  Net income (loss).........................................  $  (0.32)  $   0.08
                                                              ========   ========
  Weighted average shares...................................    49,600     49,720
                                                              ========   ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       2
<PAGE>
                             THE TITAN CORPORATION

                          CONSOLIDATED BALANCE SHEETS

                (IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA)

<TABLE>
<CAPTION>
                                                              MARCH 31,   DECEMBER 31,
                                                                2000          1999
                                                              ---------   ------------
<S>                                                           <C>         <C>
ASSETS
Current Assets:
  Cash and cash equivalents.................................  $ 65,131      $ 13,364
  Accounts receivable--net..................................   242,141       220,040
  Inventories...............................................    19,867        15,640
  Prepaid expenses and other................................    19,442         9,381
  Deferred income taxes.....................................    19,422        11,001
                                                              --------      --------
    Total current assets....................................   366,003       269,426
Property and equipment--net.................................    54,099        43,269
Goodwill--net...............................................   255,084       210,894
Other assets................................................    33,567        21,753
Net assets of discontinued operations.......................       463           557
                                                              --------      --------
    Total assets............................................  $709,216      $545,899
                                                              ========      ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
  Line of credit............................................  $  1,000      $ 10,035
  Accounts payable..........................................    45,191        44,760
  Acquisition debt..........................................     4,000         4,800
  Current portion of long-term debt.........................     3,609         3,791
  Accrued compensation and benefits.........................    30,809        28,551
  Other accrued liabilities.................................    54,094        53,797
  Income taxes payable......................................     1,174         9,857
  Net liabilities of discontinued operations................     5,692         7,142
                                                              --------      --------
    Total current liabilities...............................   145,569       162,733
                                                              --------      --------
Lines of credit.............................................    99,000       175,187
Other long-term debt........................................    15,699        10,136
Other non-current liabilities...............................    36,115        31,851

Company obligated mandatory redeemable convertible preferred
  securities of a subsidiary trust whose sole assets are
  senior subordinated debentures of Titan...................   250,000            --
Minority interests..........................................    12,345         5,350

Stockholders' Equity:
  Preferred stock: $1 par value, authorized 2,500,000
    shares:
    Cumulative convertible, $13,897 liquidation preference:
      693,300 and 694,850 shares issued and outstanding.....       693           695
    Series A junior participating: authorized 250,000
     shares:
      None issued...........................................        --            --
  Common stock: $.01 par value, authorized 100,000,000
    shares, issued and outstanding: 50,647,298 and
    50,362,222..............................................       506           504
  Capital in excess of par value............................   151,750       147,296
  Deferred compensation.....................................    (2,104)         (738)
  Retained earnings.........................................     1,467        15,554
  Forgien currency translation adjustment...................       (30)          (33)
  Treasury stock (987,065 and 966,398 shares), at cost......    (1,794)       (2,636)
                                                              --------      --------
    Total stockholders' equity..............................   150,488       160,642
                                                              --------      --------
    Total liabilities and stockholders' equity..............  $709,216      $545,899
                                                              ========      ========
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       3
<PAGE>
                             THE TITAN CORPORATION

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

                           (IN THOUSANDS OF DOLLARS)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS
                                                                     ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)...........................................  $(15,265)  $ 3,985
Adjustments to reconcile net income (loss) to net cash used
  for operating activities, net of effects of businesses
  acquired:
  Depreciation and amortization.............................    10,661     2,965
  Deferred income taxes and other...........................    (3,248)      780
  Pooling of interests......................................     1,352        --
  Minority interest.........................................    (1,378)       --
  Deferred compensation.....................................       210        --
  Changes in operating assets and liabilities, net of the
    effects of businesses acquired:
    Accounts receivable.....................................   (14,701)  (25,924)
    Inventories.............................................    (2,873)      665
    Prepaid expenses and other assets.......................   (11,799)     (934)
    Accounts payable........................................      (457)      919
    Accrued compensation and benefits.......................      (941)     (382)
    Income taxes payable....................................    (9,639)      491
    Other liabilities.......................................    (4,059)   (1,109)
                                                              --------   -------
Net cash used for continuing operations.....................   (52,137)  (18,544)
                                                              --------   -------
Changes in net assets and liabilities of discontinued
  operations................................................    (1,356)   (2,605)
                                                              --------   -------
Net cash used for discontinued operations...................    (1,356)   (2,605)
                                                              --------   -------
Net cash used for operating activities......................   (53,493)  (21,149)
                                                              --------   -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures........................................   (12,358)   (2,841)
Acquisition of businesses, net of cash acquired.............   (50,927)  (12,000)
Other.......................................................       380       (84)
                                                              --------   -------
Net cash used for investing activities......................   (62,905)  (14,925)
                                                              --------   -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of redeemable convertible preferred securities.....   250,000        --
Additions to debt...........................................     7,359    28,500
Retirements of debt.........................................   (90,000)     (143)
Contribution from minority interest of consolidated
  subsidiary................................................     8,373        --
Deferred financing costs....................................   (14,598)       --
Extraordinary loss on retirement of debt....................     3,454        --
Dividends paid..............................................      (174)     (174)
Proceeds from stock issuances...............................     2,436       544
Other.......................................................     1,312        --
                                                              --------   -------
Net cash provided by financing activities...................   168,162    28,727
                                                              --------   -------
Effect of exchange rate changes on cash.....................         3        --
                                                              --------   -------
Net increase (decrease) in cash and cash equivalents........    51,767    (7,347)
Cash and cash equivalents at beginning of period............    13,364    13,536
                                                              --------   -------
Cash and cash equivalents at end of period..................  $ 65,131   $ 6,189
                                                              ========   =======
</TABLE>

  The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                       4
<PAGE>
                             THE TITAN CORPORATION
                CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
                (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
                                                                                                CUMULATIVE
                               CUMULATIVE                CAPITAL                                  FOREIGN
                               CONVERTIBLE              IN EXCESS                   RETAINED     CURRENCY
                                PREFERRED     COMMON     OF PAR       DEFERRED      EARNINGS    TRANSLATION   TREASURY
                                  STOCK       STOCK       VALUE     COMPENSATION    (DEFICIT)   ADJUSTMENT     STOCK      TOTAL
                               -----------   --------   ---------   -------------   ---------   -----------   --------   --------
<S>                            <C>           <C>        <C>         <C>             <C>         <C>           <C>        <C>
THREE MONTHS ENDED MARCH 31,
  2000:
Balances at December 31,
  1999.......................    $   695      $  504    $147,296       $  (738)     $ 15,554      $   (33)    $(2,636)   $160,642
  Pooling adjustment.........                                                          1,352                                1,352
  Exercise of stock options
    and other................                      2         614                                                              616
  Proceeds from stock
    issuances................                              1,820                                                            1,820
  Deferred compensation,
    related to the issuance
    of
    stock options............                              1,664        (1,576)                                                88
  Amortization of deferred
    compensation.............                                              210                                                210
  Shares contributed to
    employee benefit plans...                                (78)                                                 842         764
  Foreign currency
    translation adjustment...                                                                           3                       3
  Conversion of preferred
    stock....................         (2)                      2                                                               --
  Income tax benefit from
    employee stock
    transactions.............                                432                                                              432
  Dividends on preferred
    stock--Cumulative
    convertible,
    $.25 per share...........                                                           (174)                                (174)
  Net loss...................                                                        (15,265)                             (15,265)
                                 -------      ------    --------       -------      --------      -------     -------    --------
Balances at March 31, 2000...    $   693      $  506    $151,750       $(2,104)     $  1,467      $   (30)    $(1,794)   $150,488
                                 =======      ======    ========       =======      ========      =======     =======    ========

THREE MONTHS ENDED MARCH 31,
  1999:
Balances at December 31,
  1998.......................    $   695      $  415    $116,001       $    --      $(18,938)     $    --     $(2,579)   $ 95,594
  Conversion of subordinated
    debentures...............                      4       1,440                                                            1,444
  Exercise of stock options
    and other................                      1         346                                                              347
  Shares contributed to
    employee benefit plans...                                197                                                              197
  Foreign currency
    translation adjustment...                                                             22                                   22
  Dividends on preferred
    stock--Cumulative
    convertible,
    $.25 per share...........                                                           (174)                                (174)
  Net income.................                                                          3,985                                3,985
                                 -------      ------    --------       -------      --------      -------     -------    --------
Balances at March 31, 1999...    $   695      $  420    $117,984       $    --      $(15,105)     $    --     $(2,579)   $101,415
                                 =======      ======    ========       =======      ========      =======     =======    ========
</TABLE>

  THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE CONSOLIDATED FINANCIAL
                                  STATEMENTS.

                                       5
<PAGE>
                             THE TITAN CORPORATION

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2000

                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE (1) BASIS OF FINANCIAL STATEMENT PREPARATION

    The accompanying consolidated financial information of The Titan Corporation
and its subsidiaries ("Titan" or "the Company") should be read in conjunction
with the Notes to Consolidated Financial Statements contained in the Company's
Annual Report on Form 10-K to the Securities and Exchange Commission for the
year ended December 31, 1999. The accompanying financial information includes
all subsidiaries on a consolidated basis and all normal recurring adjustments
which are considered necessary by the Company's management for a fair
presentation of the financial position, results of operations and cash flows for
the periods presented. However, these results are not necessarily indicative of
results for a full fiscal year. The prior year financial statements have been
restated to reflect as a pooling of interests the acquisition of Advanced
Communication Systems, Inc. ("ACS"), in the first quarter of 2000 (See Note 2).

    The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

NOTE (2) ACQUISITIONS, MERGER AND INVESTMENT

    On March 30, 2000, the Company completed the acquisition of substantially
all of the stock of LinCom Corporation ("LinCom"), for a purchase price of
approximately $23 million in cash, subject to certain post-closing adjustments
and indemnification obligations, less a $1 million holdback and a $2 million
promissory note. The $1 million holdback is due approximately 60 days after the
closing date, and the $2 million note is due one year after the closing date and
accrues interest at 7%. LinCom is a developer of wireless communications and
information systems for both commercial and government customers. The primary
operations of LinCom are reported in the Titan Systems segment. The commercial
applications within LinCom are reported in the Emerging Technologies and
Businesses segment. The transaction was accounted for as a purchase, and
accordingly, LinCom's results of operations have been consolidated with the
Company's results of operations since March 31, 2000. The excess of the purchase
price over the estimated fair market value of the net assets acquired, to be
amortized on a straight line basis over 30 years, was approximately $19.9
million at March 31, 2000.

    On March 24, 2000, the Company completed the acquisition of all the
outstanding stock of Pulse Engineering ("Pulse") for a purchase price of
approximately $27.4 million in cash, subject to certain post-closing adjustments
and indemnification obligations, less a $1 million holdback placed in escrow and
a $2 million deferred payment. The holdback is due approximately 90 days from
the closing date and the deferred payment is due one year from the closing date.
Pulse provides highly specialized security and signal intelligence systems and
services to the intelligence community and is included in the Titan Systems
segment. The transaction was accounted for as a purchase, and accordingly,
Pulse's results of operations have been consolidated with the Company's results
of operations since March 25, 2000. The excess of the purchase price over the
estimated fair market value of the net assets acquired, to be amortized on a
straight line basis over 30 years, was approximately $21.5 million at March 31,
2000.

                                       6
<PAGE>
                             THE TITAN CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000

                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE (2) ACQUISITIONS, MERGER AND INVESTMENT (CONTINUED)
    Unaudited proforma data giving effect to the purchase of LinCom and Pulse if
they had been acquired at the beginning of 1999 are shown below.

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                          -------------------
                                                            2000       1999
                                                          --------   --------
<S>                                                       <C>        <C>
Revenues................................................  $187,909   $134,942
Income (loss) before extraordinary loss.................   (11,846)     4,263
Net income (loss).......................................   (15,300)     4,263
Basic earnings (loss) per share:
  Income (loss) before extraordinary loss...............  $  (0.24)  $   0.10
  Net income (loss).....................................     (0.31)      0.10
Diluted earnings (loss) per share:
  Income (loss) before extraordinary loss...............  $  (0.24)  $   0.09
  Net income (loss).....................................     (0.31)      0.09
</TABLE>

    On February 25, 2000, the Company consummated a merger with Advanced
Communication Systems, Inc. ("ACS"), a government information technology
services company, in a stock-for-stock transaction. ACS' primary operations are
included in the Titan Systems segment, with certain operations reported in the
Emerging Technologies and Businesses segment. Titan issued approximately
5,082,000 shares of common stock for all the outstanding shares of ACS common
stock and assumed ACS stock options representing approximately 263,000 shares of
Titan common stock, based on an exchange ratio of approximately .57 shares of
Titan common stock for each share of ACS common stock. The merger constituted a
tax-free reorganization and has been accounted for as a pooling of interests.

    Acquisition related charges of $18.1 million in the quarter ended March 31,
2000, include direct transaction costs of approximately $9.0 million related to
the consummation of the ACS merger, which are comprised of accounting, legal,
investment banker, financial printing, and other direct costs. Also included in
these acquisition costs are employee termination and retention costs of
approximately $2.1 million, costs to eliminate duplicate facilities and assets
of approximately $1.2 million and a write-down of approximately $5.5 million
related to the impairment of certain receivables, for which the realizability of
such assets were impaired as a result of the merger with Titan, which impacted
the recoverability of certain contract costs.

    Effective January 1, 2000, ACS' September 30 fiscal year-end has been
changed to coincide with the Company's year-end. The 1999 financial statements
presented have been restated to include the combined results of operations,
financial position and cash flows as if the merger had occurred at the beginning
of the periods presented. A pooling of interests adjustment has been made in the
consolidated statements of cash flows and consolidated statements of
stockholders' equity for the quarter ended March 31, 2000, to reflect the
activity for ACS in the quarter ended December 31, 1999, as reported in ACS Form
10-Q for the

                                       7
<PAGE>
                             THE TITAN CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000

                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE (2) ACQUISITIONS, MERGER AND INVESTMENT (CONTINUED)
fiscal quarter ended December 31, 1999. ACS' revenues and net income for the
quarter ended December 31, 1999 were $46,255 and $1,352 respectively. The
separate and combined results of Titan and ACS are as follows:

<TABLE>
<CAPTION>
                                                             THREE MONTHS ENDED
                                                               MARCH 31, 2000
                                                             ------------------
<S>                                                          <C>
Revenues:
  Titan....................................................       $131,176
  ACS......................................................         44,323
                                                                  --------
    Combined...............................................       $175,499
                                                                  ========
Extraordinary loss:
    Titan..................................................       $ (3,170)
    ACS....................................................           (284)
                                                                  --------
    Combined...............................................       $ (3,454)
                                                                  ========
Net income (loss):
    Titan..................................................       $ (3,349)
    ACS....................................................          1,637
    Acquistion expenses, net of taxes......................        (13,553)
                                                                  --------
                                                                  $(15,265)
                                                                  ========
</TABLE>

    During the year ended December 31, 1999, the Company recorded acquisition
and related charges of approximately $3.6 million of legal costs and
approximately $9.3 million of integration and restructuring expenses. Unpaid
amounts of $5,880 in Other current liabilities at December 31, 1999 were
primarily termination and other integration costs. Charges against this accrual
in the first quarter of 2000 were approximately $410 for termination costs
related to six employees and approximately $1,280 for other integration and
legal costs.

    In January 2000, the Company committed to an investment of $1 million in a
private limited partnership operating as a Small Business Investment Company.
The CEO of Titan is on the partnership's executive advisory board. The
investment is to be made over the next five years, with no more than 40% of the
total commitment contributed during any twelve month period. The investment of
$70 at March 31, 2000 is included in Other assets.

NOTE (3) DISCONTINUED OPERATIONS

    In December 1998 and 1997, the Company's Board of Directors adopted a plan
to wind down the Company's access control business and broadband communications
businesses respectively; accordingly, the results of these businesses have been
accounted for as discontinued operations. In addition, the accompanying
consolidated financial statements reflect operations discontinued by certain of
the companies acquired by Titan during 1998. All periods presented reflect these
specific operations as discontinued operations. Net liabilities of discontinued
operations of approximately $5,700 at March 31, 2000 consist

                                       8
<PAGE>
                             THE TITAN CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000

                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE (3) DISCONTINUED OPERATIONS (CONTINUED)
primarily of accrued liabilities of approximately $9,300 net of approximately
$3,600 of current assets (primarily accounts receivable and inventories). The
liabilities consist of accruals for contract losses, estimated wind-down costs
and costs related to the closure and elimination of certain leased facilities.
Charges of approximately $1,800 were made against the accrued liabilities in the
three months ended March 31, 2000. Long-term net assets of discontinued
operations are primarily fixed assets. Management continues to assess the
estimated wind-down and and/or disposal costs associated with the businesses,
and may from time to time adjust the allowance for such costs accordingly.

NOTE (4) DEBT

    On February 9, 2000, the Company and Titan Capital Trust (the "Trust"), our
wholly owned subsidiary, issued 4 million convertible preferred securities
(Remarketable Term Income Deferrable Equity Securities, "HIGH TIDES") at $50 per
security, for an aggregate total of $200 million, with an overallotment
exercised on February 16, 2000 of an additional 1 million securities, for an
additional $50 million. The trust used the proceeds from the sale of the HIGH
TIDES to purchase from the Company 5 3/4% Convertible Senior Subordinated
Debentures, due February 15, 2030. The debentures have the same financial terms
as the HIGH TIDES. The HIGH TIDES will accrue distributions of 5 3/4% per annum,
with quarterly distributions to be paid in arrears on February 15, May 15,
August 15 and November 15, commencing May 15, 2000. The trust's ability to pay
distributions on the HIGH TIDES is solely dependent on its receipt of interest
payments from the Company on the debentures. Approximately five years after
issuance of the HIGH TIDES , the HIGH TIDES may be remarketed, which means that
a remarketing agent will attempt to establish an annual distribution rate,
conversion price and redemption features for the HIGH TIDES that are consistent
with a price per HIGH TIDES equal to 101% of its liquidation preference and also
are most favorable to the Company. The 5 3/4% per annum rate will be applicable
from the date of original issuance to, but excluding the reset date. The reset
date is any date (a) not later than February 15, 2005, or the final reset date,
or, if the day is not a business day, the next succeeding day, and (b) not
earlier than 70 business days prior to February 15, 2005, as may be determined
by the remarketing agent, in its sole discretion. On or after the reset date,
the applicable rate will be the term rate established by the remarketing agent
based on the outcome of the remarketing. The Company can, on one or more
occasions, defer the interest payments due on the debentures for up to 20
consecutive quarters unless an event of default under the debentures has
occurred and is continuing. The holders of the HIGH TIDES may convert each
security into shares of common stock of Titan at the initial rate of 1.0076
shares of common stock for each HIGH TIDES (equivalent to an initial conversion
price of $49.625 per share of common stock). The Company may redeem the
debentures in whole or in part, at any time on or after February 20, 2003 until
but excluding the tender notification date, at a redemption price equal to
101.44% of the principal amount of the debentures, declining to 100% of the
principal amount of the debentures on or after February 20, 2004, plus any
accrued and unpaid interest; and after the reset date, in accordance with the
term call projections, if any, established in the remarketing or, upon a failed
final remarketing, on or after the third anniversary of the reset date at a
redemption price equal to 100% of the principal amount of debentures, plus any
accrued and unpaid interest.

    On February 23, 2000, the Company entered into a credit agreement for $275
million of financing from a syndicate of commercial banks including Credit
Suisse First Boston acting as Lead Arranger and

                                       9
<PAGE>
                             THE TITAN CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000

                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE (4) DEBT (CONTINUED)
Administrative Agent, First Union Securities, Inc. acting as Co-Arranger and
Syndication Agent and the Bank of Nova Scotia serving as Documentation Agent.
The credit facility also allows the Company to increase total availability by an
additional $100 million, if needed, for an aggregate of $375 million. The
proceeds of the loan were used in part to refinance outstanding indebtedness on
the Company's $190 million credit facility arranged by Bank of Nova Scotia in
June 1999. The new credit facility is secured by substantially all of our and
our subsidiaries' assets and guaranteed by substantially all of our
subsidiaries. The $275 million facility is comprised of a seven-year senior
secured multi-draw term loan facility in an aggregate principal amount of up to
$75 million, a six-year senior secured term loan facility in an aggregate
principal amount of $100 million, and a five-year senior secured revolving
credit facility in an aggregate principal amount of up to $100 million. Loans
made under the multi-draw term loan facility mature on the sixth anniversary of
the closing date of the new credit facility, and amortize as follows: 2.5%
quarterly in year two of the credit facility, 3.75% quarterly in year three of
the credit facility, 5% quarterly in year four of the credit facility, 6.25%
quarterly in year five of the credit facility and 7.5% quarterly in year six of
the credit facility. Loans made under the term loan facility mature on the
seventh anniversary of the closing date of the new credit facility, and amortize
as follows: 0.25% quarterly for years one through six of the credit facility and
23.5% quarterly for year seven of the credit facility. Under each of the term
loan facilities and the revolving facility, the Company has the option to borrow
at the bank's base rate or at adjusted LIBOR plus, in each case, an applicable
ratio based on the ratio of our total debt to EBITDA (earnings before interest
and taxes and depreciation and amortization). The agreement contains financial
covenants that set maximum debt to EBITDA limits and require the Company to
maintain minimum interest and fixed charge coverages and levels of net worth.
Cayenta and its subsidiaries are no longer guarantors under the new credit
facility, and their assets shall no longer be collateral for the new bank
syndicate if Cayenta completes its proposed initial public offering (See Note
5).

    At March 31, 2000, total borrowings outstanding were $100,000 on the term
loan at a weighted average interest rate of 8.99%. Commitments under letters of
credit, which reduce availability of the working capital line, were $1,872 at
March 31, 2000. Of the total borrowings, $1,000 was short-term. At March 31,
2000, the Company was in compliance with all financial covenants under its
various debt agreements.

NOTE (5) OTHER FINANCIAL INFORMATION

    In the first quarter of 2000, the Company changed the name of its electronic
food pasteurization and medical products sterilization subsidiary from Titan
Scan Corp. to SureBeam Corporation ("SureBeam"), to better reflect the
technology in the marketplace and to better position these operations for
strategic transactions pursuant to the Company's corporate strategy. The segment
is now also referred to as SureBeam.

    The Software Systems segment contains the Company's majority owned
subsidiary, Cayenta, Inc. ("Cayenta"). In December 1999, the Company filed a
registration statement including a preliminary prospectus with the Securities
and Exchange Commission ("SEC") for an initial public offering. The Company
controls approximately 97% of the voting power of Cayenta through its ownership
of 10 million shares of Class B common stock. Each Class A share is entitled to
one vote and each Class B share is entitled to ten votes, with Class A and
Class B shares voting together on all matters submitted to the vote

                                       10
<PAGE>
                             THE TITAN CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000

                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

NOTE (5) OTHER FINANCIAL INFORMATION (CONTINUED)
of the holders of common stock. Cayenta has filed a registration statement on
Form S-1 for an initial public offering of an as yet undetermined number of
shares of its Class A common stock. If the proposed offering is completed, the
2,345,000 outstanding shares of Series A preferred stock of Cayenta will convert
into Class A common stock of Cayenta. The Company cannot be certain that Cayenta
will be able to complete its offering. Approximately $0.9 million in costs
related to this offering have been deferred and are classified as prepaid
expenses at March 31, 2000.

    On March 30, 2000, Cayenta executed a Stock Purchase Agreement with Penton
Media ("Penton") whereby Penton purchased 250,000 shares of Class A common stock
for $6.4 million. In addition, Penton agreed to provide up to $2 million in
marketing services to Cayenta.

    Also in the first quarter of 2000, the Company established three new
business units within its Emerging Technologies and Businesses segment as a
result of combining the Company's internal expertise with the expertise in
recent acquisitions. The first new business unit will address Network, Internet
and Information Security, and targets commercial businesses needing to detect
and protect against network intrusions, as well as those seeking to conduct
secure electronic communications and transactions. The second new business unit
is focused on the continued commercialization of high data rate chip sets for
wireless local area networks and multi-media solutions. The third new business
unit, Information Technology Services, provides web-based solutions, network
performance monitoring and e-business application development to the financial
services industry.

    The following tables summarize revenues and operating profit (loss) by
operating segment for the three month periods ended March 31, 2000 and 1999.

<TABLE>
<CAPTION>
                                                          THREE MONTHS ENDED
                                                               MARCH 31,
                                                          -------------------
                                                            2000       1999
                                                          --------   --------
<S>                                                       <C>        <C>
Revenues:
  Titan Systems.........................................  $133,689   $110,074
  Titan Software Systems................................    15,900      8,394
  SureBeam..............................................     6,063      3,762
  Titan Wireless........................................    16,624      2,317
  Emerging Technologies and Businesses..................     3,223      1,666
                                                          --------   --------
                                                          $175,499   $126,213
                                                          ========   ========
Operating Profit (Loss):
  Titan Systems.........................................  $ (7,241)  $  8,774
  Titan Software Systems................................    (6,312)     1,430
  SureBeam..............................................       854        341
  Titan Wireless........................................     2,540       (203)
  Emerging Technologies and Businesses..................       291        242
                                                          --------   --------
Segment operating profit (loss) before Corporate........    (9,868)    10,584
Corporate...............................................    (2,677)    (2,166)
                                                          --------   --------
                                                          $(12,545)  $  8,418
                                                          ========   ========
</TABLE>

                                       11
<PAGE>
                             THE TITAN CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000

                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

    The operating loss of the Titan Systems segment for the three month period
ended March 31, 2000 includes $18,070 of acquisition related charges primarily
representing costs and expenses of the ACS merger. In the Titan Systems segment
in the quarter ended March 31, 2000, $403 of deferred profit was recognized
associated with two acquisitions in 1999.

    During the quarter ended March 31, 2000, the Company's only element of other
comprehensive income resulted from foreign currency translation adjustments in
2000, which are reflected in the consolidated statements of changes in
stockholders' equity as foreign currency translation adjustments.

    The following data summarize information relating to the per share
computations for income (loss) before extraordinary item:

<TABLE>
<CAPTION>
                                     THREE MONTHS ENDED MARCH 31, 2000         THREE MONTHS ENDED MARCH 31, 1999
                                  ---------------------------------------   ---------------------------------------
                                                   SHARES                                    SHARES
                                    INCOME         (000'S)      PER SHARE     INCOME         (000'S)      PER SHARE
                                  (NUMERATOR)   (DENOMINATOR)    AMOUNTS    (NUMERATOR)   (DENOMINATOR)    AMOUNTS
                                  -----------   -------------   ---------   -----------   -------------   ---------
<S>                               <C>           <C>             <C>         <C>           <C>             <C>
Income (loss) before
  extraordinary item............    $(11,811)                                  $3,985
Less preferred stock
  dividends.....................        (174)                                    (174)
Effect of minority interest.....        (574)                                      --
                                    --------        ------       ------        ------         ------       ------
Basic EPS:
  Income (loss) before
    extraordinary item available
    to common stockholders......     (12,559)       49,600        (0.25)        3,811         40,970         0.09
Effect of dilutive securities:
  Stock options.................          --            --           --            --          1,159        (0.00)
  Debentures....................          --            --           --           415          7,591        (0.01)
                                    --------        ------       ------        ------         ------       ------
Diluted EPS:
  Income (loss) before
    extraordinary item available
    to common stockholders plus
    assumed conversions.........    $(12,559)       49,600       $(0.25)       $4,226         49,720       $ 0.08
                                    ========        ======       ======        ======         ======       ======
</TABLE>

    In the three months ended March 31, 2000, options to purchase approximately
4,045,000 shares of common stock at prices ranging from $0.40 to $47.50 per
share were not included in the computation of diluted EPS, as the effect would
have been anti-dilutive due to the loss before extraordinary item. Similarly,
approximately 2,771,000 shares from the potential conversion of convertible
securities were not included in the computation. In the three months ended March
31, 1999, options to purchase approximately 1,060,500 shares of common stock at
prices ranging from $5.63 to $9.50 were not included in the computation of
diluted EPS, as the exercise price of such options was greater than the average
market price of the commons shares. In both 2000 and 1999, approximately 463,000
shares of common stock that could result from the conversion of cumulative
convertible preferred stock were not included in the computation of diluted EPS,
as the effect would have been anti-dilutive.

                                       12
<PAGE>
                             THE TITAN CORPORATION

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

                                 MARCH 31, 2000

                 (AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

    Following are details concerning certain balance sheet data:

<TABLE>
<CAPTION>
                                                        MARCH 31,   DECEMBER 31,
                                                          2000          1999
                                                        ---------   ------------
<S>                                                     <C>         <C>
Inventories:
  Materials...........................................   $ 5,204       $ 7,725
  Work-in-process.....................................     9,813         4,357
  Finished goods......................................     4,850         3,558
                                                         -------       -------
                                                         $19,867       $15,640
                                                         =======       =======
</TABLE>

    Supplemental disclosure of cash payments is as follows:

<TABLE>
<CAPTION>
                                                                 THREE MONTHS
                                                                     ENDED
                                                                   MARCH 31,
                                                              -------------------
                                                                2000       1999
                                                              --------   --------
<S>                                                           <C>        <C>
Interest....................................................   $2,338     $1,871
Income taxes................................................    9,051        347
</TABLE>

NOTE (6) RELATED PARTY TRANSACTION

    In the first quarter of 1999, in order to strengthen the commitment to the
Company of the Company's President and Chief Executive Officer and to provide an
additional incentive to continue in its employ, the Company made a $500 loan, at
6.94% annual interest rate, to Dr. Ray pursuant to a promissory note and loan
agreement, the terms of which provide that the note shall be forgiven on the
first anniversary of it being made unless Dr. Ray has previously resigned from
the employ of the Company or been terminated for cause. The loan is being
charged to expense ratably over the year period, and the balance included in
Prepaid expenses and other at March 31, 2000 is $458.

NOTE (7) SUBSEQUENT EVENT

    In April 2000, the Company contributed 25,000 shares of Titan common stock
to Virtual Capital of California LLC ("VCCL") in exchange for a 10% ownership in
VCCL. VCCL is a limited liability company, which identifies early-stage high
technology opportunities. In addition, the Company has granted stock options to
purchase 25,000 shares of Titan common stock to the majority owner of VCCL in
exchange for consulting services. The options have an exercise price of $36 per
share and a 10 year term, are non-qualified, and vest at 25% after six months
and 25% every six months thereafter.

                                       13
<PAGE>
                             THE TITAN CORPORATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS
       (DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)

RESULTS OF OPERATIONS

    REVENUES

    CONSOLIDATED.  Our consolidated revenues increased from $126.2 million in
the first quarter of 1999 to $175.5 million in the first quarter of 2000.
Increased revenues were reported across all business units in the first quarter
of 2000, with the most notable increases in our Titan Wireless segment and our
Software Systems segments (which includes Cayenta), with revenue increases of
617% and 89%, respectively, in the first quarter of 2000 compared to the first
quarter of 1999. Revenue growth in the first quarter of 2000 was primarily
attributable to the impact of the acquisitions of System Resources Corporation
("SRC") and Atlantic Aerospace Electronics Corporation ("AAEC") made in 1999 in
our Titan Systems segment, the acquisitions of JB Systems, Inc. (d.b.a.
"Mainsaver"), Assist Cornerstone Technologies, Inc. ("Assist"), and SFG
Technologies Inc. ("SFG") made in 1999 in our Cayenta subsidiary, and shipments
of hardware to Benin, Africa in our Titan Wireless segment.

    TITAN SYSTEMS.  Titan Systems' revenues increased from $110.1 million in the
first quarter of 1999 to $133.7 million in the first quarter of 2000, primarily
reflecting the impact of the acquisitions of SRC and AAEC contributing
approximately $16.2 million, and to a lesser degree, due to increased production
of Titan Systems' manpacks and increased demand for signal processing antennas.

    SOFTWARE SYSTEMS (INCLUDING CAYENTA).  Software Systems' revenues increased
from $8.4 million in the first quarter of 1999 to $15.9 million in the first
quarter of 2000, primarily driven by the growth in Cayenta's enterprise
application integration business, a component of Cayenta's Total Service
Provider ("TSP") offering and by software license revenues from Cayenta's
proprietary e-commerce, revenue cycle management and enterprise asset management
applications principally generated by the companies acquired by Cayenta in 1999.
Cayenta expects to continue to diversify its customer base as it expands its
sales and marketing efforts and further develops and launches its TSP offering.

    TITAN WIRELESS.  Titan Wireless' revenues increased from $2.3 million in the
first quarter of 1999 to $16.6 million in the first quarter of 2000, principally
due to continued shipments of hardware to Benin of approximately $10.2 million.
In addition, approximately $4.1 million of increased service revenues from
Titan's joint venture with Sakon relating to the commencement of long distance
service in Latin America, Africa, and the Middle East contributed to Titan
Wireless' increased revenues.

    SUREBEAM.  SureBeam's revenues increased from $3.8 million in the first
quarter of 1999 to $6.1 million in the first quarter of 2000, resulting from
revenues generated on the production of its pasteurization systems for Hawaii
Pride, Zero Mountain and Mitsubishi Corporation.

    EMERGING TECHNOLOGIES AND BUSINESSES.  Emerging Technologies' revenues
increased from $1.7 million in the first quarter of 1999 to $3.2 million in the
first quarter of 2000, primarily related to the increased revenues in our
information security business.

    SELLING GENERAL AND ADMINISTRATIVE

    Our SG&A expenses increased from $22.6 million in the first quarter of 1999
to $39.2 million in the first quarter of 2000. SG&A, as a percentage of
revenues, increased from 17.9% in the first quarter of 1999 to 22.3% in the
first quarter of 2000. The increase is primarily attributable to the increased
amortization of goodwill costs, which increased from $.9 million in the first
quarter of 1999 to $7.7 million in the first quarter of 2000. This increase is
attributed to the goodwill resulting from the acquisitions of SRC, AAEC,

                                       14
<PAGE>
Mainsaver, Assist, and SFG during 1999. In addition, during the first quarter of
2000, the amortization periods related to the goodwill associated with the
acquisitions made by Cayenta of Transnational Partners II, LLC ("TNP"),
Mainsaver, Assist, and SFG were reduced from 30 (for TNP) and 20 years (for
Mainsaver, Assist, and SFG) to 5 years. As a result, a cumulative adjustment of
$3.0 million was made in the first quarter of 2000 to reflect the increased
amortization of the Cayenta acquisitions, on a retroactive basis to the
respective dates of acquisition in 1999. In addition, increased sales, marketing
and administrative costs were incurred in our Cayenta segment, reflecting the
development and implementation of Cayenta's new TSP offering, and, to a lesser
degree, due to increased sales and marketing efforts to expand our food
pasteurization business. We expect that this trend will continue throughout
fiscal 2000.

    RESEARCH AND DEVELOPMENT

    Our R&D expenses increased from $1.5 million in the first quarter of 1999 to
$2.2 million in the first quarter of 2000. As a percentage of revenues, R&D
expenditures increased slightly from 1.2% in the first quarter of 1999 to 1.3%
in the first quarter of 2000. We anticipate that R&D efforts will increase
throughout the remainder of fiscal 2000.

    ACQUISITION RELATED CHARGES

    Acquisition related charges of $18.1 million include direct transaction
costs of approximately $9.0 million related to the consummation of the Advanced
Communication Systems merger, which are comprised of accounting, legal,
investment banker, financial printing, and other direct costs. Also included in
these acquisition costs are employee termination and retention costs of
approximately $2.1 million, costs to eliminate duplicate facilities and assets
of approximately $1.2 million and a write-down of approximately $5.5 million
related to the impairment of certain receivables, for which the realizability of
such assets were impaired as a result of the merger with Titan, which impacted
the recoverability of certain contract costs.

    OPERATING PROFIT (LOSS)

    CONSOLIDATED.  Our operating performance decreased from an operating profit
of $8.4 million in the first quarter of 1999 to an operating loss of $12.5
million in the first quarter of 2000. The operating loss in the first quarter of
2000 was impacted by increased goodwill amortization costs of $6.8 million and
the acquisition related charges of $18.1 million noted above. On a pro forma
basis, excluding the impact of these charges, the amortization of goodwill, and
a deferred compensation charge of $.2 million in the first quarter of 2000,
operating profit increased from $9.4 million in the first quarter of 1999 to
$13.5 million in the first quarter of 2000. Operating margins in the first
quarter of 2000 were impacted by increased sales and marketing efforts incurred
in the Cayenta and Scan segments, as well as a significant increase in
administrative costs to build the infrastructure of Cayenta.

    TITAN SYSTEMS.  Titan Systems' operating performance decreased from an
operating profit of $8.8 million in the first quarter of 1999 to an operating
loss of $7.2 million in the first quarter of 2000, primarily reflecting the
impact of acquisition charges of $18.1 million incurred in the first quarter of
2000 to consummate the ACS merger. Excluding the impact of these acquisition
related charges, operating profit increased from $8.8 million in the first
quarter of 1999 to $10.8 million in the first quarter of 2000, primarily
reflecting the impact of the increased revenues noted above.

    SOFTWARE SYSTEMS (INCLUDING CAYENTA).  Software Systems' (including Cayenta)
operating performance decreased from an operating profit of $1.4 million in the
first quarter of 1999 to an operating loss of $6.3 million in the first quarter
of 2000. Included in the operating results for the first quarter of 2000 is a
charge for amortization of goodwill of approximately $6.5 million, compared to
$.1 million in the same quarter for 2000. Increased amortization from the
acquisitions of Mainsaver, Assist and SFG, as well as a reduction made during
the first quarter of 2000 for the goodwill amortization associated with the
companies acquired in 1999, resulted in the increased amortization. In addition,
deferred compensation of $.2 million is also

                                       15
<PAGE>
included in the operating results for the first quarter of 2000. Excluding the
impact of the amortization charges and the deferred compensation charge,
operating profit decreased from $1.5 million in the first quarter of 1999 to $.4
million in the first quarter of 2000. The increase in revenues noted above was
more than offset by increased SG&A efforts to build the infrastructure of
Cayenta as well as increased sales and marketing efforts.

    TITAN WIRELESS.  Titan Wireless' operating results improved from an
operating loss of $.2 million in the first quarter of 1999 to operating income
of $2.5 million in the first quarter of 2000, as a result of the increased
revenues noted above.

    SUREBEAM.  SureBeam's operating results improved from operating income of
$.3 million in the first quarter of 1999 to $.9 million in the first quarter of
2000. This improvement was primarily due to the increase in revenues mentioned
above, offset partially by increased sales and market efforts.

    EMERGING TECHNOLOGIES AND BUSINESSES.  Emerging Technologies' operating
results improved slightly from $.2 million operating income in the first quarter
of 1999 to $.3 million in the first quarter of 2000, reflecting the impact of
the increased revenues discussed above.

    INTEREST EXPENSE, NET

    Our net interest expense increased from $2.4 million in the first quarter of
1999 to $5.0 million in the first quarter of 2000. Net interest expense
increased primarily as a direct result of the increased level of our borrowings,
primarily to fund the growth in the various segments, as well as due to an
increase in our effective interest rates. Borrowings from our primary bank lines
of credit, excluding working capital lines from acquired companies, averaged
$100 million in the first quarter of 2000, at a weighted average interest rate
of 8.99%.

    INCOME TAXES

    Income taxes reflect an effective rate of 25% in the first quarter of 2000
compared to 33% for the first quarter of 1999. The effective rate in the first
quarter of 2000 was impacted by the non-deductibility of certain acquisition
related charges and amortization costs, which resulted in a substantially
reduced tax benefit rate. We anticipate that our effective income tax rate will
remain stable in the foreseeable future at an approximate rate of 30% to 35%.

    NET INCOME (LOSS)

    We reported net income of $4.0 million in the first quarter of 1999 compared
to a net loss of $15.3 million in the first quarter of 2000. Included in the net
loss for 2000 is an extraordinary loss of $3.5 million, net of tax, related to
the early extinguishment of our existing credit facility with Scotia Bank.

LIQUIDITY AND CAPITAL RESOURCES

    We have used our cash principally to acquire businesses and fund our capital
expenses and working capital. We fund our cash requirements principally from
cash flows from our operations, borrowings under our senior credit facility and
the proceeds from the sale of securities.

    Our investing activities used cash of $62.9 million in the first quarter of
2000, primarily to fund the acquisitions of LinCom Corporation and Pulse
Engineering. Our financing activities provided cash of $168.2 million, which
amount primarily reflected proceeds from the issuance of the HIGH TIDES
securities and the sale of common stock, partially offset by net reductions in
borrowings under credit facilities. We replaced our existing credit facility on
February 23, 2000 with a new $275 million facility funded by a new bank
syndicate, with Credit Suisse First Boston as administrative agent.

                                       16
<PAGE>
    On February 9, 2000, Titan Capital Trust, our wholly owned subsidiary,
issued 4 million convertible preferred securities (Remarketable Term Income
Deferrable Equity Securities, "HIGH TIDES") at $50 per security, for an
aggregate total of $200 million, with an overallotment exercised on
February 16, 2000 for an additional 1 million securities, for an additional $50
million. The trust used the proceeds from the sale of the HIGH TIDES to purchase
from us 5 3/4% Convertible Senior Subordinated Debentures, due February 15,
2030.

    We used $100 million of the new term loan facility and part of the total
$250 million proceeds from the sale of the debentures to repay all outstanding
balances on our previous credit facility, which aggregated approximately $152
million. In addition, we used proceeds of approximately $74 million from the
HIGH TIDES to repay existing indebtedness of Advanced Communication Systems when
we closed the acquisition on February 25, 2000, and to pay certain
acquisition-related expenses. As of May 10, 2000, we have $100 million in
outstanding borrowings on our secured term loan facility, $1.9 million in
letters of credit outstanding and $65.1 million in cash and equivalents.

    We have a receivable of approximately $3.9 million from our Indonesian
customers, PSN, due on September 30, 2000, which accrues interest at 10% per
annum. At any time prior to the payment of the obligation in full, we may elect
to convert all or a portion of the principal and interest due into common stock
of PSN, based on its then current market value. In addition, if PSN sells any of
its interest in its wholly-owned subsidiary, subject to other third party
obligations, PSN is required to immediately pay to us the lesser of the $3.9
million or the total amount of the outstanding balance owed to us. In the event
that PSN obtains financing from additional sources, the payment terms of its
obligations to us will be renegotiated at that time. Titan received a payment of
$3.9 million from PSN in the third quarter of 1999, in accordance with the
negotiated payment terms.

    On December 10, 1999, the Company's wholly owned subsidiary, Titan Africa,
Inc. ("Titan Africa"), in connection with its contract to build a
satellite-based telephone system for the national telephone company of Benin,
Africa, entered into a Loan Facility agreement for up to $30.0 billion Francs
CFA (the currency of the African Financial Community), equivalent to
approximately $45.0 million U.S. dollars, with a syndicate of five banks, with
Africa Merchant Bank as the arranger. This medium term financing is a
non-recourse loan to Titan Africa which is guaranteed by the national telephone
company of Benin, Africa and secured by the national telephone company's
equipment and revenues related to the project. The facility has a fixed interest
rate of 9.5% and will be repaid in seven equal semi-annual payments beginning on
December 31, 2000, and ending on December 31, 2003. The borrowings on this
facility will be utilized to fund the subcontractor costs incurred by Alcatel of
France, a major subcontractor to this project. The equipment provided by Titan
Africa will be paid for in seven equal semi-annual installments commencing
December 31, 2000. The terms of Titan Africa's agreement with the customer
include, among other things, a revenue sharing of total net receipts earned on
this project for up to a period of 9 years. If Titan Africa's proportionate
interest of the revenue sharing portion of the project exceeds these fixed
semi-annual payments, the amounts outstanding could be paid in full prior to
December 31, 2003. As of March 31, 2000, approximately $15.2 million was drawn
on this facility.

    As part of our strategy of seeking external financing to grow our commercial
businesses, our Cayenta subsidiary has filed a registration statement for an
initial public offering of its common stock. We cannot guarantee that Cayenta
will succeed in completing the offering, which may be adversely affected by
market conditions or other factors. We have extended a credit facility of up to
a maximum of $70.0 million to Cayenta under which Cayenta owed us approximately
$70.0 million as of May 10, 2000. Cayenta may not use the proceeds of its
initial public offering to pay amounts outstanding under its credit facility
with us.

    Funding for the advancement of our strategic goals, including acquisitions
and continued investment in targeted commercial businesses and start-up
ventures, is expected to continue. We plan to finance these requirements from a
combination of sources, which include cash generation from our core businesses,
our new credit facility as described above and other available cash sources.
Management believes that the

                                       17
<PAGE>
combination of net proceeds from the HIGH TIDES offering, amounts available
under the new credit facility and cash flow expected to be generated from our
operations will be sufficient to fund planned investments and working capital
requirements for at least the next twelve months. However, we could elect, or we
could be required, to raise additional funds during that period and we may need
to raise additional capital in the future. Additional capital may not be
available at all, or may not be available on terms favorable to us. Any
additional issuance of equity or equity-linked securities may result in
substantial dilution to our stockholders. Management is continually monitoring
and reevaluating its level of investment in all of its operations, specifically
the increased investment required in fiscal 2000 to further grow its commercial
businesses, and the financing sources available to achieve our goals in each
business area.

FORWARD LOOKING INFORMATION: CERTAIN CAUTIONARY STATEMENTS

    Certain statements contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations that are not related to historical
results are forward looking statements. Actual results may differ materially
from those stated or implied in the forward looking statements. Further, certain
forward looking statements are based upon assumptions of future events which may
not prove to be accurate. These forward looking statements involve risks and
uncertainties including but not limited to those referred to in the Company's
Annual Report on Form 10-K for the year ended December 31, 1999, regarding
ability to commercialize new technologies, risks of international operations and
dependence on government contracts.

                     [THIS SPACE LEFT INTENTIONALLY BLANK]

                                       18
<PAGE>
                             THE TITAN CORPORATION
                                   SIGNATURES

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

<TABLE>
<S>                                                    <C>  <C>
Dated: May 15, 2000                                    THE TITAN CORORATION

                                                       By:             /s/ ERIC M. DEMARCO
                                                            -----------------------------------------
                                                                         Eric M. DeMarco
                                                                     EXECUTIVE VICE PRESIDENT
                                                                     CHIEF FINANCIAL OFFICER

                                                       By:           /s/ DEANNA HOM PETERSEN
                                                            -----------------------------------------
                                                                       Deanna Hom Petersen
                                                                         VICE PRESIDENT,
                                                                       CORPORATE CONTROLLER
                                                                  (PRINCIPAL ACCOUNTING OFFICER)
</TABLE>

                                       19
<PAGE>
                             THE TITAN CORPORATION
                           PART II--OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

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a.   (10.1)  Agreement and Plan of Merger dated as of March 24, 2000
             among The Titan Corporation, VT Acquisition Corp. and
             Averstar, Inc. The Company has not filed schedules and
             similar attachments to this Exhibit. Upon request, the
             Company will furnish supplementally to the Commission a copy
             of any omitted schedule.

     (27.1)  Financial Data Schedule.

     (27.2)  Restated Financial Data Schedule for the years ended
             December 31, 1999 and 1998, and for the three month, six
             month and nine month periods ended March 31, 1999, June 30,
             1999 and September 30, 1999, respectively.

     (27.3)  Restated Financial Data Schedule for the year ended December
             31, 1997, and the three month, six month and nine month
             periods ended March 31, 1998, June 30, 1998 and
             September 30, 1998, respectively.
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b.  During the three months ended March 31, 2000, Registrant filed the
    following:

    (1) Current Report on Form 8-K dated December 22, 1999, reporting the
        acquisition by Cayenta, Inc., of SFG Technologies, Inc., which included
        a copy of the Stock Purchase Agreement dated December 22, 1999 and the
        Press Release dated December 23, 1999.

    (2) Current Report on Form 8-K/A, Amendment No. 1, dated January 19, 2000,
        to amend the Form 8-K dated December 22, 1999, to provide certain
        required financial information.

    (3) Current Report on Form 8-K/A, Amendment No. 2, dated January 24, 2000,
        to amend the Form 8-K dated December 22, 1999, to provide certain
        required financial information.

    (4) Current Report on Form 8-K dated January 24, 2000, to provide
        Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

    (5) Current Report on Form 8-K/A, Amendment No. 1, dated January 28, 2000,
        to amend the Form 8-K dated January 24, 2000 providing Management's
        Discussion and Analysis of Financial Condition and Results of
        Operations.

    (6) Current Report on Form 8-K dated January 31, 2000, reporting the
        execution of a definitive agreement to acquire the outstanding stock of
        LinCom Corporation, which included a copy of the Press Release dated
        January 31, 2000.

    (7) Current Report on Form 8-K dated February 3, 2000, which included a
        Press Release dated January 31, 2000 Reporting Certain Financial Results
        of Titan.

    (8) Current Report on Form 8-K dated February 4, 2000, which included a
        Press Release, dated February 4, 2000, announcing the offering of
        $200 million of convertible preferred securities.

    (9) Current Report on Form 8-K dated February 25, 2000, reporting the
        acquisition of Advanced Communication Systems, Inc., which included a
        copy of the Press Release dated February 28, 2000.

   (10) Current Report on Form 8-K dated March 13, 2000, regarding the signing
        of a definitive agreement to acquire the outstanding stock of Pulse
        Engineering, Inc., which included a copy of the Press Release dated
        March 15, 2000.

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   (11) Current Report on Form 8-K dated March 24, 2000 reporting the execution
        of a definitive agreement to acquire the outstanding stock of
        AverStar, Inc., which included a copy of the Agreement and Plan of
        Merger dated as of March 24, 2000, and the Stockholders Agreement dated
        as of March 24, 2000.

   (12) Current Report on Form 8-K/A, Amendment No. 1 dated February 25, 2000,
        amending Form 8-K dated February 25, 2000 to provide certain required
        financial information.

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