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                                                                  EXHIBIT 13

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[front cover]

2000 Annual Report

[SureBeam image | woman & child buying pasteurized ground beef patties]

[Cayenta image | man at computer]

[Titan Wireless image | man on phone with satellite dish]

[Titan Systems image | military command center]

Titan
Global Technology Solutions

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[inside front cover]

Creating, building, and launching technology-based businesses...

Titan is dedicated to creating, building, and launching technology-based
businesses. We are a technology rich company. Within our businesses lie a
multitude of new technologies, offering some of the most innovative
technological advances in the areas of communication and information systems.
Our core competency is creating new technologies, evaluating market needs,
developing business units and maximizing shareholder value by launching these
business units into public companies.

Titan has four core businesses: government information technology services,
e-business solutions, wireless communications, and food pasteurization. Each is
well positioned in its respective market for sustained long-term growth. Our
food pasteurization company, SureBeam, successfully executed an initial public
offering in March 2001. Our other core businesses have the same objective. While
our focus is on building businesses and delivering value to Titan shareholders,
our emerging technologies segment is hard at work, identifying new commercial
businesses.

As we begin to celebrate our 20th anniversary, we are mindful that our most
valuable asset has been and continues to be our employees. In our headquarters
in San Diego and in hundreds of offices throughout the world, we employ nearly
8,000 talented and dedicated individuals who continually strive to create value
for Titan shareholders. We are proud that they have chosen to work at Titan and
are mindful of the fact that they are the reason for our success.

In the following pages, you will see that 2000 was a year of great
accomplishment. Titan technology is opening the door to tomorrow's
opportunities. Our success generates enormous optimism among our employees, our
customers, and our shareholders. We look forward to making 2001 even better as
we continue to build Titan's reputation as the world's premier technology
company.

[image satellite dish] [image Cayenta employee]
[image air control tower]

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[image Gene. W. Ray]

[caption]
Dr. Gene W. Ray Chairman, President & Chief Executive Officer
[end caption]


Key Performance Highlights

[graphic bar charts]

In millions, except for per share data

Revenues:
'98  $   303
'99  $   407
'00  $ 1,033

Operating Income (1):
'98  $ 30
'99  $ 68
'00  $ 90

Net Income (1):
'98  $ 15
'99  $ 25
'00  $ 42

Earnings Per Share (1):
'98  $ 0.39
'99  $ 0.52
'00  $ 0.72

Stock Holders Equity (1):
'98  $  51
'99  $ 111
'00  $ 166

(1) All years reflect proforma results from continuing operations before
acquisition related charges and credits, deferred compensation and amortization
of goodwill, and before cumulative effect of change in accounting principle in
1998 and extraordinary loss in 2000. 1998 and 1999 results are as historically
reported, before the effects of the poolings that occurred in 2000. Refer to the
company's Annual Report on Form 10-K for the year ended December 31, 2000 for
operating results that reflect the poolings of interests transactions.


Chairman's Message
------------------

To Our Shareowners:

The Titan Corporation began the new millennium by crossing the billion-dollar
threshold and achieving record growth in both revenue and profit. Our business
strategy is to create, build and launch technology-based businesses. Clearly,
2000 was a banner year for each phase of our business strategy.

We created four new businesses, incorporated them as subsidiaries of Titan, and
placed them within our Emerging Technologies and Businesses Segment. Three of
these companies--AverCom, e-tenna, and LinCom Wireless--came from Titan Systems,
our government information technologies subsidiary, while the fourth--Titan
Scan--came from SureBeam, our food pasteurization company. Within each of these
new companies, key employee stock option plans have been established and
significant progress has been made in recruiting key leadership. Positioned for
growth, we believe that each of them--as well as several other exciting
candidate technologies--will create significant value for Titan's shareholders.

The building phase also progressed, as we were also successful in profitably
growing our four core businesses. The company's revenues of $1.03 billion
exceeded those historically reported in last year's annual report by $626
million, achieving 154 percent growth. We continued steady growth within each of
our three core commercial businesses: SureBeam registered 573 percent growth;
Titan Wireless, 198 percent; and Cayenta 69 percent. We are now well positioned
to continue to grow each of our core operations into 2001 and beyond.

I am pleased to report that in March 2001, the third phase of our business
strategy--the launching of technology-based businesses--became a reality with
the successful initial public offering of SureBeam. We plan to continue
executing this phase of our stated strategy of spinning out a minority interest
in our core businesses, while maintaining the capability of spinning-off the
remaining majority interest to Titan shareholders tax-free at the appropriate
time.

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The Titan Corporation
2000 Annual Report Page 1
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Chairman's Message con't
------------------------

Our four core businesses are well- positioned for continued growth...

Titan Systems--our government information subsidiary--continues to provide a
predictable, stable cash flow to Titan, while serving as our primary source of
new technology. With larger and more contract wins in 2000 than ever before, we
now have tangible evidence that our acquisition strategy has worked. To ensure
that we maximize these benefits, we have realigned Systems' management and
business structure to more precisely match the market. We believe this revamping
creates efficiencies that will further enhance our competitiveness and
ultimately the bottom line.

In Titan Wireless--our satellite communications subsidiary--we made substantial
progress building our global network. This network includes: (1) three teleports
that provide global geosynchronous satellite coverage; (2) links to
international fiber, which provides low-cost delivery of information between our
teleports and developed countries; and (3) international gateways that connect
to national telephone systems in developing countries, as well as interfacing
with our wireless local loops. The company also continues to diversify its
revenue stream, with approximately 37 percent of its revenues coming from
service business.

Cayenta--which builds, hosts, and manages complex, end-to-end information
management systems--focused last year on new products, customers, and new
strategic alliances. With the introduction of MainsaverNow(TM)--a hosted
enterprise asset management system--Cayenta captured as a client Florida Power
and Light, one of the largest and fastest growing utilities. With its
UtilityManager(TM) application--a new IT solution designed specifically for the
utility industry --Cayenta added several municipalities to its lengthening list
of new customers. Cayenta's proprietary software assets, combined with its
ability to quickly integrate e-business operations into legacy systems, continue
to be the important differentiator in an industry experiencing a softening in
demand.

SureBeam--Titan's electronic food pasteurization company--reached several
milestones during the year 2000. By year-end, less than eight months after the
initial rollout in Minnesota, SureBeam processed ground beef was being sold in
some 2000 supermarkets, stretching from New York to California. In addition,
Schwan's, the nation's leading home

[highlight text]
The year 2000 was significant for Titan, as we crossed the one billion dollar
threshold-- a 154 percent increase from the $407 million in revenues that we
reported last year. [end highlight text]


[image SATCOM products]

[caption]
Titan Systems' SATCOM-related products include advanced digital waveform
technology that has the effect of packing data bits more tightly than previously
achievable, further enhancing the effective information content that can be
transmitted over a fixed-bandwidth channel via satellite. [end caption]


[image FAA computer demonstration]

[caption]
In support of the FAA's critical mission to improve air traffic safety and
security, Titan Systems provides a wide range of engineering expertise that
spans from air traffic control and navigation to communications, automation and
display. [end caption]

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The Titan Corporation
2000 Annual Report Page 2
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Chairman's Message con't
------------------------

distributor of premium frozen foods, and Omaha Steaks International, renowned
for its gourmet meat products, were both selling nationally only SureBeam
processed ground beef. The almost 70 billion pounds of ground beef, poultry, and
processed and pre-cooked meats produced annually in the U.S. provide a large
untapped business opportunity for SureBeam.

I am also mindful that our success stems from the hard work and dedication of
our employees, valuable technologies, and excellent relationships with our
customers. We also appreciate the support of our shareholders, some of whom have
followed us from our beginning almost 20 years ago. We are committed to
continuing to execute our strategy and our first priority remains to maximize
shareholder value.

[image G. Ray signature]

Gene W. Ray
Chairman, President &
Chief Executive Officer


[image Huisken, Omaha Steak and others beef patty packages]

[caption]
As 2000 drew to a close, SureBeam(R) electronically pasteurized ground beef was
being distributed nationwide and in approximately 2000 supermarkets with the
SureBeam logo being prominently displayed on the packaging. [end caption]

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The Titan Corporation
2000 Annual Report Page 3
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SureBeam

Business Profile:
Electronic pasteurization of food, including
disinfestation of fruits and vegetables

Key Markets:
Global and national food processing, including ground beef, poultry, fruits,
vegetables, and processed foods

Locations:
Sioux City, Iowa and Hilo, Hawaii, with other facilities being constructed
nationally and internationally

Revenues:
$25 million

[image woman and child in store buying pasteurized ground beef patties]


[image Hawaiian fruit]
[caption]
SureBeam's technology provides the farmers of Hawaii the ability to eliminate
pests, such as fruit flies, from Hawaiian fruit for national and international
shipment. The first SureBeam-processed tropical fruit hit the mainland market in
August 2000. [end caption]


What a difference a year can make. In 1999, Titan's SureBeam Corporation
unveiled its first facility utilizing a revolutionary electronic food
pasteurization system that could help reduce the threat of deadly bacteria in
foods, such as E. coli O157:H7 in ground beef. At the time, most people had
never heard of electron beams or x-ray pasteurization, let alone how it worked
using ordinary electricity.

As 2000 drew to a close--barely one year from the final USDA approval date for
the application of electronic pasteurization on beef and other fresh
meats--SureBeam(R) electronically pasteurized ground beef was being distributed
nationwide. Besides being in some 2000 supermarkets stretching from New York to
California, Schwan's--the nation's leading home distributor of premium frozen
foods--and Omaha Steaks International, Inc.--renowned for its gourmet
meats--both began selling nationally only SureBeam electronically pasteurized
ground beef. After several months in the market, Schwan's reported increased
sales of 20 percent above its non-pasteurized ground beef product line sales in
the same year.

Supervalu, whose Cub Stores were one of the first to carry the SureBeam
processed product, reported summer-level sales occurring in the middle of the
winter. Huisken Meats, the first meat processor to launch SureBeam processed
beef patties in May 2000, increased its ground beef market share, and reported
at year-end that 25 percent of its total ground beef production was now being
electronically pasteurized.

Reflecting this success, SureBeam's revenues increased by 573 percent to $25.2
million, compared to 1999 revenues.

Previously, major national food processors--such as Cargill, IBP, Tysons,
Emmpak, Huisken Meats, and others representing over 75 percent of the ground
beef market--had signed agreements with SureBeam. In 2000, SureBeam continued to
expand its customer base to include more raw food processors, as well as
processed food giants such as Kraft, the largest packaged food company in North
America; Del Monte, the largest producer and distributor of premium quality,
branded processed fruit, vegetable and tomato products; and Anchor Foods, a
world leading producer of appetizers.

SureBeam also expanded its agreement with IBP, the world's largest meat company,
to design and engineer one or more in-line electronic pasteurizing systems for
IBP's processing facilities. In all of its agreements, SureBeam charges a per
pound processing fee based on committed volumes.

In July of 2000, Hawaii Pride, a SureBeam customer, opened a facility in Hawaii
that uses SureBeam technology. SureBeam's technology provides the farmers of
Hawaii the ability to disinfest pests, such as fruit flies, from Hawaiian fruit
for national and international shipment.

[image two children eating hamburgers]

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The Titan Corporation
2000 Annual Report Page 4
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The first SureBeam-processed tropical fruit hit the mainland market in August
2000.

Internationally, SureBeam entered into an agreement with Tech Ion Industrial
Brasil S.A., headquartered in Manaus, Brazil. As part of this new relationship,
a network of SureBeam(R) pasteurization facilities will be built in Brazil, with
SureBeam having the option to share in recurring revenues by purchasing equity
in the Brazilian operating company. When completed, the network is expected to
be the world's largest, most comprehensive system dedicated to enhancing food
safety and preservation. The total value of this initial network is expected to
be in excess of $55 million in sales revenues to SureBeam over the next three
years--in addition to a share of recurring processing revenues.

During 2000, SureBeam obtained its ninth patent award covering system
enhancements that improve equipment life, reduce facility construction costs,
and increase productivity. SureBeam has another 12 patent applications still
pending in the United States and abroad. To help preserve rights to its
intellectual property, SureBeam does not sell its proprietary technology,
although it may license the technology.

With two major facilities in operation and several others under construction,
with a lengthening list of clients, continuing progress on the strategy to
integrate SureBeam technology directly into prominent food processors'
production lines, and with SureBeam processed products selling in 48
states--SureBeam became the first core Titan company to fulfill Titan's business
strategy to create, build and launch commercial business. In March 2001,
SureBeam completed its initial public offering, and became a public company.


[hightlight text]
A network of SureBeam pasteurization facilities being built in Brazil is
expected to be the world's largest, most comprehensive system dedicated to
enhancing food safety. [end highlight text]

[image Omaha Steaks pasteurized ground beef hamburger --
Photo courtesy of Omaha Steaks]

[caption]
Omaha Steaks International, Inc.--renowned for its gourmet meats-- began
selling SureBeam electronically pasteurized ground beef nationally in
2000. [end cpation]

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The Titan Corporation
2000 Annual Report Page 5
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Cayenta's name is derived from a Native American term used to describe the
natural rock formations found throughout the southwestern part of the United
States. The name symbolizes Cayenta's business: building the rock solid
infrastructure required for mission-critical e-business solutions.

As a Total Service Provider (TSP), Cayenta builds, hosts, and manages complex,
end-to-end, traditional and internet-based information management systems.
Cayenta offers software applications for finance and accounting, customer
billing and collection, multi-channel marketing, and enterprise asset
management, together with the implementation and integration services needed to
deliver complete information technology solutions to its customers. For those
industries where e-business transactions can be especially complex--such as the
utility and the transportation industries--or for companies such as retailers
challenged with integrating their market channels, Cayenta offers proven
solutions.

With over 400 employees, Cayenta now has regional solution centers in Orlando,
Florida; San Diego, California; Reston, Virginia; Salt Lake City, Utah; and
Vancouver, British Columbia, and Network Operations Centers in San Diego and
Reston which are used to manage and monitor hosted applications.

In 2000, Cayenta continued to improve its TSP offering with the following
product and service enhancements:

[highlight text]
As a Total Service Provider or TSP, Cayenta provides a palette of business
services, including a full complement of Internet-based management systems. [end
highlight text]


[image man at computer]

[caption] Cayenta has regional solution centers in Orlando, Florida; San Diego,
California; Reston, Virginia; Salt Lake City, Utah; and Vancouver, British
Columbia and Network Operations Centers in San Diego and Reston which are used
to manage and monitor hosted applications.
[end caption]

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2000 Annual Report Page 6
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[image man looking at computer in NOC]

[caption]
As a Total Service Provider (TSP), Cayenta builds, hosts, and manages complex,
end- to-end, traditional and internet-based information management systems.
[end caption]


* UtilityManager(TM) version 7.0, which allows Cayenta to provide solutions for
utilities that need electronic bill-processing, multi-service billing, flexible
rate structures, and on-line enrollment and payment capabilities;

* Mainsaver Interconnect for multi-site inventory visibility and
MainsaverNow,(TM) a hosted version of the already popular enterprise asset
management package, which was selected as a finalist for the "Product of the
Year" award for general maintenance software by Plant Engineering magazine;

* Cayenta Marketplace, a software solution to facilitate the development of
E-Hubs to meet the needs of Internet market-makers as well as industry-sponsored
exchanges (ISE's); and

* Cayenta e.System, which is the first direct marketing system that uses
standard Internet browser technology to display the system interface to the end
user. As the only direct marketing system with fully integrated financial
modules, e.System lets merchandisers track their customer activity, customer
orders, inventory levels, and supply-chain activity all with a single system.

These improvements combined with Cayenta's expertise in legacy application
integration and reusable middleware design and implementation led to new
customer wins in 2000. Some of the highlights of Cayenta's client roster in 2000
include:

* NRG, a power generation facility for northern states, and Florida Power, Light
and Energy (FPLE), a fast growing U.S. utility, both have selected Cayenta's
hosted solution for enterprise asset management to manage several of their power
generation facilities;

* Orange County, Florida; the City of Winston Salem, North Carolina; and the
Brownsville, Texas Public Utility Board have all selected Cayenta's billing
solution.

* Kenneth Cole, Oreck, Dean and Deluca, International Garden Products, Allergy
Control Products, Brown and Bigelow, The Popcorn Factory, and Atkins
Nutritionals all turned to Cayenta to help with their multi-channel marketing
initiatives.

Other new Cayenta customers in 2000 included Penton Media, Dell, Newell/
Rubbermaid, Gartner Group, Bass Brewers, and Westinghouse. In addition, Cayenta
expanded its business relationships with several key existing customers,
including Sempra Energy, the Federal Aviation Administration, Waste Management,
Soliance and the District of Columbia government.

Along with improving products and winning new business in 2000, Cayenta also
built important strategic partnerships and alliances. To expand its visibility
in the transportation and logistics industry, Cayenta formed a cross-marketing
and selling alliance with Transcentric, a supply chain management company, and
Terion, a business-to-business wireless application service provider using
two-way wireless communications for the transportation industry. Under these
alliances, customers seeking to conduct business-to-business e-commerce will be
able to receive electronic messaging services for shipping and transportation
management, backed by Cayenta's strengths in the areas of enterprise application
integration, e-business infrastructure development, and ongoing business
services management.

As the pace of change in information technology continues to accelerate, and
more companies seek to integrate e-business technologies into their traditional
businesses, Cayenta's TSP model will continue to provide a compelling solution.
Titan believes that Cayenta's ability to offer mission critical applications,
rapid implementation, complete interoperability, and reduced capital outlays for
customers, combined with a growing industry shortage of qualified technical
staff, provide all the right ingredients for Cayenta's continued success.

Cayenta

Business Profile: Total Service Provider of information technology products and
services for business functions, including e-business, finance, accounting,
customer billing and collection, contract management, supply chain management
and equipment monitoring and maintenance

Key Markets: Large and mid-tier companies

Locations: Regional Centers in Orlando, FL; San Diego, CA; Reston, VA;
Salt Lake City, UT; and Vancouver, BC

Revenues: $77 million

[image e-business graphics]  [image U.S. map]

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The Titan Corporation
2000 Annual Report Page 7
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Rapid government deregulation and unmet consumer demand for telecommunications
services in developing countries is opening vast new markets for companies able
to provide value-priced, high quality, voice, data, and Internet connections.
For Titan Wireless, with its historic roots in the development of low-cost
satellite-based communications systems, developing countries offer enormous
potential. What others may see as challenges, Titan Wireless sees as
opportunities.

With nearly 200 percent revenue growth in 2000, Titan Wireless believes it has
developed a formula for success. Through gateways designed and built by Titan,
Titan Wireless' Sakon subsidiary is now delivering more than 21 million minutes
per-month in long distance traffic to and from previously underserved parts of
the world. More importantly, with the addition of a teleport in France in 2000,
the Titan Wireless network now includes three teleports that together provide
Titan Wireless with global geosynchronous satellite coverage, links to
international fiber rings, gateways into urban areas in developing countries,
and a fully redundant Network Operations Center in San Diego from which all
worldwide network operations are monitored.

Titan Wireless

Business Profile: Satellite communications systems and services which provide
cost-effective voice, facsimile, data, Internet, cellular and network
communications services in developing countries.

Key Markets: Developing countries in the Middle East, Asia, Latin
America and Africa

Locations: San Diego, California; Reston, Virginia, and 30 developing
countries in the Middle East, Asia, Latin America and Africa

Revenues: $81 million

[image woman on cell phone]


[image satellite dish installed in Benin, Africa]

[caption]
In 2000, Titan Wireless was delivering more than 21 million minutes per month in
long distance traffic to and from previously underserved parts of the world. The
satellite dish shown here was installed in Benin, Africa. [end caption]


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2000 Annual Report Page 8
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In addition to continuing to add new gateways and teleports to the network, the
major focus of Titan Wireless in 2000 was on developing a corporate retail
business that provides a full range of telecommunications services--including
voice, data, and broadband connections through a combination of Very Small
Aperture Terminals, or VSATs, and terrestrial-based wireless local-loop
technology. In 2000, through its Ivoire Telecom subsidiary, Titan Wireless began
providing data networking services to corporate customers in Africa such as
Nestle, Western Union, Elf Oil, and the Bank of Africa and recently began the
installation of its first wireless local-loop network. Titan Wireless plans to
provide a full range of telecommunications services in several markets in
Africa, the Middle East and Latin America by the end of 2001.

One of Titan Wireless' key highlights for 2000 was the initial success of its
Build, Co-operate, and Transfer project with the government of Benin. The
contract called for Titan Wireless to install and operate, either directly or
through a subcontractor, several important components of the government's
telecommunications infrastructure, including a GSM cellular network, a rural
telephony network, fiber optic backbone, and local telephone switching
equipment.

GSM service was launched in May 2000 with a goal of obtaining 12,000 subscribers
within the first year of operation. By year-end, over 41,000 subscribers were
using the network, exceeding the first year goal by almost 250 percent in only
eight months. The project has not only provided Titan Wireless with invaluable
experience in the integration and operation of a GSM network, but also it has
provided evidence of the demand for telecommunications service in developing
countries.

In 2001, Titan Wireless will continue to focus on new opportunities in
developing countries throughout Africa, the Middle East, Asia, and Latin
America. These opportunities range from providing rural VSAT connections,
satellite and fiber-based backbone connections, to providing mobile services
such as GSM. In addition, Titan Wireless will continue to focus on its product
development, having completed the initial development of Xpress II, a
multi-channel VSAT capable of offering broadband connectivity to multiple
devices at the same time.

The challenge for Titan Wireless is not finding business opportunities but
rather continuing to make measured, but timely decisions about which projects to
pursue. Three basic principles will continue to guide all investment decisions.

The first is the ability to develop a low cost structure. The second is the
ability to find the right local partner, and the third is the ability to
maintain confidence that the risk of doing business in an emerging market can be
successfully managed. With these in mind, Titan Wireless will continue its
two-pronged strategy of capturing opportunity while striving to contribute to
The Titan Corporation's bottom line.

[image man on phone with satellite dish in background]

[caption]
Titan Wireless continues to focus on its product development, having completed
the initial development of Xpress II, a multi-channel VSAT capable of offering
broadband connectivity to multiple devices at the same time. [end caption]

[highlight text]
Titan Wireless will continue to focus on new opportunities in developing
countries throughout Africa, the Middle East, Asia, and Latin America.
[end highlight text]

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2000 Annual Report Page 9
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Titan Systems Corporation--Titan's government information technology (IT)
segment--is far greater in size, breadth, and depth today than ever before.
Reflecting its internal growth and the acquisition of several strong government
IT businesses, Titan Systems' 2000 revenues more than doubled to over $796
million from 1999's reported $311 million. The company's expanding and solidly
performing government information technology business continues to provide the
lion's share of Titan's revenues, profit, and cash flow, as well as continuing
to serve as the principal source of new technology for Titan's Emerging
Technologies and Businesses Segment.

Building on an active acquisition strategy it has pursued since 1998, Titan
Systems targeted and acquired in 2000 a group of companies having a proven track
record in the government marketplace. The acquisitions included Advanced
Communication Systems--a government IT company having particular strengths in
communications solutions and aviation systems engineering and widely regarded in
the industry--which along with Titan Systems is a leading provider of command,
control, communications, computing, intelligence, surveillance, and
reconnaissance (C4ISR) systems. Titan Systems also acquired Pulse Engineering
and SenCom, both respected information technology companies; LinCom, an
innovative developer of leading-edge wireless communications and information
systems; and AverStar, a diversified and technology-rich company focused on IT
for both defense and civil agencies.

Designated by the U.S. Department of Defense (DoD) in 2000 as one of the
nation's top DoD contractors, Titan Systems is a leader in diversified
government information technology. Last year, approximately two-thirds of the
company's government business was with the Department of Defense, while the
remaining one-third was spread throughout civil agencies.

Titan Systems marked the onset of the new millennium by seeing a principal goal
of its business strategy come to fruition: achievement of strong synergism among
its business divisions, as evidenced by important contract awards involving
products and services of multiple units. Several new, large government contracts
were won as a result of collaborative efforts and the successful pooling and
integrating of resources and capabilities across Titan Systems.

In competing for an award from the U.S. Army's
Communications-Electronics Command, for example, Titan's synergistic
capabilities were focused on winning "Prophet Ground," a new ground-based
electronic signal interception and jamming system being developed and initially
fielded by Titan Systems for the U.S. Army. Six Titan Systems' divisions are
currently working together in the effort to win the significant follow-on
production program scheduled for award in 2001. This example highlights how
Titan Systems has extended its reach and its ability to compete and win complex
prime contracts.

[image Prophet Ground]

[caption]
Prophet Ground is a new ground-based electronic signal interception and jamming
system being developed and initially fielded by Titan Systems for the United
States Army. [end caption]

[image shipboard systems technology]

[caption]
Titan Systems provides to the U.S. Navy--the company's largest defense
customer--shipboard systems technology for electronic warfare, combat
communications, and intelligence. [end caption]


[caption] Titan Systems Corporation developed an OpenGL display graphics package
and dynamic simulation system used by NASA to train astronauts and ground
control support personnel. These systems provide powerful real life, panoramic
and realistic simulation of Shuttle and International Space Station payload
training maneuvers. [end caption]

[image space station]

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2000 Annual Report Page 10
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[image space station]

[highlighted text]
Approximately two-thirds of Titan Systems' government business is with the
Department of Defense and intelligence community, while the remaining one- third
is with other federal agencies.
[end highlighted text]


Titan Systems

Business Profile:
U.S. Government and allied government agencies

Key Markets:
Information solutions, products, and systems support services for the Department
of Defense--individual military services and other defense organizations--as
well as other civil agencies such as the National Aeronautics and Space
Administration, the Department of Transportation and the Drug Enforcement Agency

Locations:
10 Countries, 33 States,
216 business locations

Revenues:
$796 million

[image military use of products and sytems]


The defense budget for contracted IT products and services is increasing. Titan
Systems' defense business base is well positioned to leverage this budget
increase for continued growth, especially in the areas of eGovernment, C4ISR,
defense electronics, imaging, aviation systems engineering, and computer-based
systems. Titan Systems has also experienced increased revenues from the demand
among its intelligence community customers for information security and
encryption products and services.

Titan's technology makes a difference to its customers and to the nation. Titan
Systems' SATCOM-related products, for example, include advanced digital waveform
technology developed by the company. This new technology has the effect of
packing data bits more tightly than previously achievable, resulting in at least
tripling the effective information content that can be transmitted over a
fixed-bandwidth channel via satellite. The company has continued its long-term
role in support of Joint STARS and AWACS, sophisticated surveillance
technologies that can penetrate the fog of war in the air and on the ground.
Abroad, often in remote corners of the world, the U.S. Army knows the location
of its critical supply trucks, trailers, and cargo because of real-time
automated logistics systems integrated by Titan Systems. For the U.S. Navy,
Titan Systems provides shipboard systems technology for electronic warfare,
combat communications, and intelligence.

Just as Titan Systems provides mission critical systems for our nation's
military services and agencies, the company also provides information technology
and mission expertise to many other federal agencies, such as the National
Aeronautics and Space Administration, the Federal Aviation

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2000 Annual Report Page 11
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[highlight text]
One of Titan's business strategies is to take technologies developed for
the government and build commercial businesses. [end highlight text]

Administration, the Department of Justice, and the Drug Enforcement Agency.
Titan's work spans requirements from supporting advances in air transportation,
continued successful operations of the space shuttle and the development of the
new international space station to the interdiction of illicit drugs,
counter-terrorism, and information security.

Titan's business strategy capitalizes on transferring to the commercial market
technology developed for the government. The company has successfully
transitioned many defense technologies to commercial markets, including its
satellite-based telecommunications technology. Titan Systems has also continued
to expand its patent portfolio, thereby helping to secure the intellectual
property it creates for later commercialization.

With over 1,000 active contracts, offices in 33 states, and a backlog in excess
of $2 billion, Titan Systems is recognized as one of the most capable defense
and civil government IT providers in the nation. Very few government IT
companies compare with the broad capability of Titan Systems to do everything
from systems concepts and design to delivering and fielding of complex
information solutions. To its customers, Titan Systems has the look, feel, and
responsiveness of a smaller company coupled with the capabilities of industry
giants. Over the last 20 years, Titan Systems has built lasting relationships
with its government customers by providing the best technology and strongest
team available. Today, Titan Systems is working on some of The Government's most
challenging needs achieving remarkable success, and growing.

[image of AWACS]

[caption] The company continues its long-term role in support of Joint STARS and
AWACS, sophisticated surveillance technologies that can penetrate the fog of war
in the air and on the ground. AWACS, with its distinctive fuselage-mounted
radome shown here, provides surveillance, command and control, and early warning
detection and tracking of air targets at extended ranges. [end caption]

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The Titan Corporation
2000 Annual Report Page 12
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Emerging Technologies & Businesses Segment

Business Profile: Development of commercial applications for
technologies created or acquired by Titan through internal and
government-sponsored research and development

Key Markets: Broadband wireless local area networks, e-business to the
financial community, medical sterilization services, and advanced
antenna technology

Revenues: $53 million

[image computers]

Titan's Emerging Technologies and Businesses segment plays a critical role in
the company's value-enhancing strategy of creating, building and launching
technology-based commercial businesses.

Building on Titan's vast technology portfolio that includes over 130 patents
worldwide, this innovative segment is dedicated to creating new ideas, nurturing
new technologies, and developing powerful new commercial business. Most of
Titan's novel technology comes from government-funded R&D, and all of Titan's
core commercial businesses originated from this development process.

To maximize shareholder value, Titan, at times and after careful review, finds
that a given emerging technology best serves Titan's stockholders by being
licensed to another company or sold, rather than being developed to become an
integral part of Titan. The technologies that do fit into the company's business
strategy are developed with the objective of becoming a core Titan business.
Four of the technologies in the Emerging Technologies and Businesses segment
have already been formed into businesses and are generating revenue to Titan,
amounting to nearly $53 million in 2000.

Some of the exciting technologies being developed in the Emerging Technologies
and Businesses segment include:

LinCom Wireless is developing chipset and board-level product solutions for
wireless local area networking, wireless personal area networking, and wireless
home-area networking markets. Broadband technology can remove the need for cords
and cables between computers and peripherals, TVs and home entertainment
centers, information appliances and modems, and so on. LinCom Wireless is
leveraging its own existing proprietary intellectual properties and working with
major industry original equipment manufacturers to develop standards-based
chipset solutions. Titan has three patents pending on LinCom's new technology.

The core technology employed in its chipsets allows LinCom Wireless to introduce
silicon solutions at cost and performance levels that may help spur widespread
development of wireless multimedia devices within the home, small business, and
enterprise settings. LinCom is slated to roll out and introduce its first
product in 2001.

Titan AverCom is an e-business service provider specializing in the financial
services industry--with deep experience in investment banking, insurance, and
other fast-moving sectors of the economy. AverCom builds e-business
infrastructures for large companies so that these

[image lab worker with surgical gloves, gown and petri dishes]

[caption]
Titan Scan uses SureBeam's proprietary electron beam technology to sterilize
medical devices and equipment. Everything from surgical gowns and gloves to
petri dishes can be rapidly sterilized. As with food pasteurization, this
technology uses ordinary electricity for sterilization, making it more efficient
while posing no known environmental risks. [end caption]

[image of three-dimensional viewing of Pitch Trax(TM)]

[caption] As Questec's technology partner, Titan is the innovator and
owner of the three-dimensional viewing, ball tracking and trajectory
measurement technology used in Pitch Trax(TM). Pitch Trax supports Major
League Baseball's strike zone initiatives. [end caption]

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The Titan Corporation
2000 Annual Report Page 13
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customers can execute their Internet strategy. AverCom creates custom-built,
easy-to-use corporate portals for e-business while seamlessly integrating
advanced e-business systems and applications with a customer's legacy systems.

Another revenue producing business is Titan Scan Technologies, which was
incorporated into the Emerging Technologies and Businesses segment in 2000
following the initial public offering registration of SureBeam common stock.
Titan Scan uses SureBeam's proprietary electron beam technology to sterilize
medical devices and equipment. As with food pasteurization, this technology uses
ordinary electricity for sterilization, making it more efficient while posing no
known environmental risks. Titan Scan encompasses all of Titan's medical
sterilization operations and operates Titan's three sterilization facilities.
The company also continues to sell sterilizing equipment. Last year, Isotron PLC
purchased a Titan Scan electron beam system for healthcare products and a
medical sterilization facility in England.

Titan's new antenna technology business is named e-tenna. Teamed with outside
investors, the goal of e-tenna is to establish a new global antenna standard by
applying its Artificial Magnetic Conductor technology to the development of a
new generation of antennas. By suppressing undesirable radio frequency (RF)
currents that are typically induced on all metallic conductors --and isolating
the antenna from influences that could degrade performance-- e-tenna's antenna
technology is more efficient than other antennas used today.

The initial focus of e-tenna is the mobile wireless market, where e-tenna has
developed embedded antennas for smaller, sleeker cell phone designs. Having the
potential to reduce the number of dropped cell calls while offering longer
battery life, e-tenna also has the added benefit of reducing SAR, or specific
absorption rate, which measures the amount of radio- frequency energy that is
absorbed by the human body. Significantly, e-tenna's innovations also have the
potential to give cellular communications carriers improved performance such as
greater capacity and coverage.

In 2000, e-tenna completed installation of a new, state-of-the-art antenna
testing range--the first of its caliber in the U.S. This new testing range
enables the company to test its designs in a variety of devices and
applications, as well as perform testing for other wireless equipment suppliers.
As with most of Titan's technologies,

[image of computer technicians]

[caption]
The mobile wireless market is e-tenna's focus. The company has developed
embedded antennas for smaller, sleeker cell phone designs. Having the potential
to reduce the number of dropped cell calls while offering longer battery life,
e-tenna has the added benefit of reducing SAR or specific absorption rate which
measures the amount of radio- frequency energy that is absorbed by the human
body. [end caption]

[image of text chamber and energy frequency]

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The Titan Corporation
2000 Annual Report Page 14
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e-tenna has filed for patents to protect the technology.

In early 2001, QuesTec, Inc., signed a five-year agreement with Major League
Baseball (MLB) to provide a new version of its state-of-the-art Pitch Trax(TM)
pitch measurement motion-tracking technology in support of MLB's strike zone
initiatives. As Questec's technology partner, Titan is the innovator and owner
of the three-dimensional viewing, ball tracking and trajectory measurement
technology used in Pitch Trax. This technology provides real-time digital
telemetry--motion tracking--on a pitch-by-pitch or serve-by-serve basis during
live coverage of sporting events like baseball and tennis.

These are some of the many technologies and businesses included within Titan's
Emerging Technologies and Businesses segment. From this segment and its
technology pool, Titan attempts to exploit commercial opportunities to add
shareholder value while helping to ensure Titan's future growth.

[highlighted text]
Titan's Emerging Technologies & Businesses segment exploits commercial
opportunities to add shareholder value while helping to ensure Titan's future
growth [end highlighted text]

[image woman with wireless phone and PDA]

[caption]
Broadband technology can eliminate the need for cords and cables between
computers and peripherals, TVs and home entertainment centers, information
appliances and modems. LinCom Wireless is developing chipset solutions for
broadband wireless local area, personal area networking, and home area
networking markets. [end caption]

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The Titan Corporation
2000 Annual Report Page 15
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[image Titan logo]

Titan's Leadership
------------------

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

Eric DeMarco
Executive Vice President and
Chief Financial Officer

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

Eugene J. O'Rourke
Senior Vice President of
The Titan Corporation and
President and CEO of Titan Wireless

Larry A. Oberkfell
Senior Vice President of
The Titan Corporation and
President and CEO of SureBeam

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

Rochelle Bold
Vice President, Investor Relations

Mary Jo Cippel
Vice President, Administration

John Dressendorfer
Vice President, Government Relations

Deanna Hom Petersen
Vice President and Corporate Controller

Dianne D. Scott
Vice President, Human Resources

Ralph "Wil" Williams
Vice President, Corporate Communications


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
of Corporate Planning and Development
General Electric Corporation

Robert M. Hanisee
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.

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

George A. Robinson
Founder & Former Chairman, President and Chief Executive Officer
Advanced Communication Systems, Inc.

Jim Roth
Former President and Chief Executive Officer
GRC International

Joseph Wright
Vice Chairman, Terremark Worldwide
Former Chairman, GRC International
Former Director of Federal Office of Management & Budget

 ...for more information visit our website:
   www.titan.com

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 recommend that you review all the
company's filings made with the Securities and Exchange Commission for a
complete description of risk factors.

--------------------------------------
The Titan Corporation
2000 Annual Report Page 16
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[inside back cover]

Stockholder Information
-----------------------
Transfer Agent and Registrar
American Stock Transfer & Trust Company
40 Wall Street
New York, New York 10005

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 4:00 p.m. on
Wednesday, May 16th, 2001 at:
Corporate Headquarters, The Titan Corporation, 3033 Science Park Road, San
Diego, California 92121.

<PAGE>

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[back cover]


[image Titan logo]

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

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