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**UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549**

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**FORM10-K/A**

**Amendment No. 2**

| x       | **ANNUAL REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934** |
|---------------------------------------|---------------------------------------------------------------------------------------------|

**For thefiscal year ended December 31, 2001**

**-OR-**

| o       | **TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTOF 1934** |
|---------------------------------------|-------------------------------------------------------------------------------------------------|

**For thetransition period from              to              **

**Commission File No. 1-6035**

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**THETITAN CORPORATION**(Exact name of registrant as specified inits charter)

| **Delaware**                                                  |   | **95-2588754**                   |
|---------------------------------------------------------------|--------|----------------------------------|
| (State orother jurisdiction of incorporation or organization) |   | (IRSEmployer Identification No.) |

**3033Science Park RoadSan Diego, California 92121-1199**(Address of principal executive offices,zip code)

Registrant's telephone number, including areacode:  **(858)552-9500**

Securitiesregistered pursuant to Section 12(b) of the Act:

| **Title of eachclass**                                       | **     ** | **Name ofexchange on which registered** |
|--------------------------------------------------------------|------------------------------------|-----------------------------------------|
|                                                              |                                    |                                         |
| $1.00 CumulativeConvertible Preferred Stock, $1.00 par value |                               | New YorkStock Exchange                  |
| Common Stock, $.01 parvalue                                  |                               |                                    |
| Preferred Stock PurchaseRights                               |                               |                                    |

Securitiesregistered pursuant to Section 12(g) of the Act:None

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        Indicateby check mark whether the registrant (1) has filed all reportsrequired to be filed by Section 13 or 15(d) of the SecuritiesExchange Act of 1934 during the preceding 12 months (or for suchshorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirementsfor the past 90 days.  Yes x  No o

        Indicateby check mark if disclosure of delinquent filers pursuant to Item405 of Regulation S-K is not contained herein, and will not becontained, to the best of registrant's knowledge, in definitiveproxy or information statements incorporated by reference in PartIII of this Form 10-K or any amendment to thisForm 10-K.  x

        Aggregatemarket value of the voting stock held by non-affiliates of theregistrant as of March 22,2002:  $1,294,955,114.

        Numberof shares of Common Stock outstanding as of March 22, 2002was:  77,237,800.

**Documents Incorporated ByReference:**

        ProxyStatement for the 2002 Annual Meeting of Stockholders on May 16,2002.  (The Company has filed a definitive proxy statementwith the Commission within 120 days after the close of the fiscalyear pursuant to Regulation 14A).  With the exception of thoseportions which are incorporated by reference in this Form 10-KAnnual Report, the Proxy Statement for the 2002 Annual Meeting ofStockholders is not deemed to be filed as part of this Report,Parts II and III. 

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    This Amendment No. 2amends only the Liquidity and Capital Resources section of ourManagement's Discussion and Analysis of Financial Condition andResults of Operations in our Form 10-K/A filed with the Securitiesand Exchange Commission on June 12, 2002, Note 2 Acquisitions andInvestments to the audited financial statements included in theForm 10-K/A and includes the Certification asExhibit 99.1.

    Inconnection with this filing, the report of Arthur Andersen LLP hasnot been reissued and Arthur Andersen LLP has not consented to theinclusion of its report in the amendment of this filing.   TheCompany has made reasonable attempts to obtain a consent for theinclusion of Arthur Andersen LLP’s report in this filing, butwas unable to obtain such consent.

**Item 7.  Management Discussion and Analysisof Financial Condition and Results of Operations**

**Liquidity and CapitalResources**

    Wehave used our cash and cash equivalents principally to fundacquisitions and investments, capital expenses and working capital.We fund our cash requirements principally from borrowings fromunder our senior credit facility, proceeds from the sale of oursecurities, and to a lesser degree, from cash flows from our coregovernment operations.  Net cash flow from our continuingoperations used $13.0 million, primarily resulting from anincrease in accounts receivable balances of $70.2 million, with themost notable increases in our Titan Wireless and Titan Systemssegments.  The impact of the acquisition of BTG and Datron onour accounts receivable balance in the accompanying consolidatedbalance sheet as of December 31, 2001 was approximately$78.2 million compared to 2001 revenues of approximately $34.1million generated by BTG and Datron which are included in ourconsolidated revenues for the year ended December 31,2001.

    Our investing activitiesused cash of $140.1 million in 2001, primarily to financeacquisitions of $87.2 million and equity and other investmentsof $24.1 million, and to fund capital expenditures of$24.4 million, with the most significant capital expendituresin our Titan Wireless segment to develop its retail fixed wirelessservice business.  Our financing activities provided cash of$174.1 million, reflecting increased borrowings of $66.9 million onour credit facility as well as the net proceeds of $136.2 millionfrom the sale of our common stock in a public offering, net of areduction of debt of approximately $38.3 million, primarilyreflecting our pay-off of BTG's existing debt at the time ofacquisition.  The exercise of Titan stock options alsoprovided $11.4 million.

    OnFebruary 23, 2000, we entered into a credit agreement for $275million of financing from a syndicate of commercial banks. The credit facility also allowed us to increase total availabilityby an additional $100 million, if needed, for an aggregate of $375million.  The credit facility was subsequently amended on June1, 2000 to provide for an increase in total availability for anadditional $50 million, for an aggregate total of $425million.  The proceeds of the loan were used in part torefinance outstanding indebtedness on our $190 million creditfacility arranged by Bank of Nova Scotia in June 1999.  Thecredit facility is secured by substantially all of our and oursubsidiaries' assets and guaranteed by substantially all of oursubsidiaries, other than, in each case, SureBeam and our foreignoperations. SureBeam ceased being a guarantor and having its assetspledged as collateral for the credit facility following thecompletion of its initial public offering on March 16, 2001. The $425 million credit facility is comprised of a six-year seniorsecured multi-draw term loan facility in an aggregate principalamount of up to $75 million, two seven-year senior securedterm loan facilities in an aggregate principal amount of $250million, and a five-year senior secured revolving credit facilityin a aggregate principal amount of up to $100 million.  Loansmade under the multi-draw term loan facility mature on the sixthanniversary of the closing date of the credit facility, andamortize beginning in the credit facility's second year, whichbegan with the quarter ended June 30, 2001 and ends with thequarter ending March 31, 2002, as follows:  2.5%quarterly in the third and fourth quarters of year two of thecredit facility, 3.75% quarterly in year three of the creditfacility, 5% quarterly in year four of the credit facility, 6.25%quarterly in year five of the credit facility, 7.5% quarterly inthe first and second quarters of year six of the credit facilityand 10% in the third quarter of year six of the credit facility andon the sixth anniversary of the closing date of the creditfacility.  Loans made under the term loan facilities mature onthe seventh anniversary of the closing date of the credit facility,and began amortizing in the credit facility's first year, whichbegan with the quarter ended June 30, 2000 and ended with thequarter ended March 31, 2001, with the

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  followingamortization schedule:  0.25% quarterly for years onethrough six of the credit facility and 23.5% quarterly for thefirst three quarters of year seven of the credit facility and onthe seventh anniversary of the closing date of the creditfacility.  Under each of the term loan facilities and therevolving facility, we have the option to borrow at the bank's baserate or at adjusted LIBOR plus, in each case, an applicable ratiobased on the ratio of our total debt to EBITDA, or earnings beforeinterest and taxes and depreciation and amortization.  Theagreement contains financial covenants that were comprised of thefollowing at December 31, 2001:  a maximum debt to EBITDAlimit of 3.50 to 1, a minimum interest coverage ratio of 3.75 to 1,a minimum fixed charge coverage ratio of 1.0 to 1 and a minimum networth of $256.8 million.  Titan is in compliance with allfinancial covenants as of December 31, 2001.

    AtDecember 31, 2001, total borrowings outstanding under our creditfacility were $330.0 million at a weighted average interest rate of5.0%.  Commitments under letters of credit were $13.9 millionat December 31, 2001, $9.1 million of which reduceavailability of our working capital line, resulting in $75.9million of availability on our working capital line at December 31,2001. Of the total borrowings, $12.8 million wasshort-term.

    OnMay 23, 2002, the Company entered into an agreement with WachoviaBank, National Association and Wachovia Securities for a$485 million credit facility from a syndicate of banks. The Company’s existing credit facility was extinguished atthat time. The new agreement containsfinancial covenants, which are comprised of the following at March31, 2002, on a pro forma basis for the new bankfacility:  a maximum debt to EBITDA limit of 3.1 to 1, aminimum interest coverage ratio of 2.75 to 1, a minimum fixedcoverage ratio of 1.2 to 1 and a minimum net worth of$475 million.  As of March 31, 2002, on a pro formabasis, taking into effect the new bank facility, Titan was incompliance with all financial covenants. See Note 15 of the accompany notes to the consolidatedfinancial statements.

    OnDecember 10, 1999, our wholly owned subsidiary, Titan Africa, Inc.("Titan Africa"), in connection with its contract to build asatellite-based telephone system for its customer, the nationaltelephone company of Benin, Africa, entered into a Loan Facilityagreement for up to 30.0 billion Francs CFA (the currency of theAfrican Financial Community), equivalent to approximately $45.0million U.S. dollars, with a syndicate of five banks, with AfricaMerchant Bank as the arranger.  This medium term financing isa non-recourse loan to Titan Africa which is guaranteed by thenational telephone company of Benin, Africa and secured by thenational telephone company's equipment and revenues related to theproject.  The facility has a fixed interest rate of 9.5% andwill be repaid in seven equal semi-annual payments from the netreceipts of this project, or by the OPT in the event that suchreceipts are not adequate to make these payments, which commencedon December 31, 2000 and were scheduled to end on December 31,2003.  The borrowings on this facility have been utilized tofund the subcontractor costs incurred by Alcatel of France, a majorsubcontractor to this project.  The non-Alcatel equipmentprovided by Titan Africa was financed through arrangement with theOPT whereby Titan Africa would be paid in seven equal semi-annualinstallments, which commenced on December 31, 2000.  Due tothe approximate six to nine month delay in the delivery of thesystem, which was impacted by the expansion of the original projectto include increased GSM lines, increased capacity and capabilityof the VSAT sites and an overall increase in lines in Benin, theAfrica Merchant Bank and Titan Africa have collectively agreed toextend the due date of the semi-annual principal payments untilsuch time as the service revenues have achieved certain levels,which is anticipated to occur in mid to late 2002.  The termsof Titan Africa's agreement with the customer include, among otherthings, a revenue sharing of total net receipts earned on thisproject for up to a period of 9 years depending upon when theequipment has been paid for.  As of December 31, 2001,approximately $42.5 million was drawn on this facility, which hasbeen reflected as Non-recourse debt in the accompanyingconsolidated balance sheet and approximately $93.1 million has beenreflected as Long-term contract receivables, related to the grossamount due from the OPT on the contract.  The $42.5 milliondrawn on the facility reflects the amount that has been funded bythe Africa Merchant Bank to cover subcontract costs.  InOctober 2000, we collected an $18 million receivable from anAfrican group related to the sale of a portion of our economicinterest, net of all fixed equipment payments, in the revenuesharing of this project.  As of

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December 31, 2001, theoutstanding receivable balance, net of non-recourse debt, due onthis contract was approximately $50.7 million.  Managementbelieves that the appropriate insurance policies are in place tocover risk related to loss in certain foreign countries such asBenin and other foreign countries.

    Inrelation to our investment in Ivoire Telecom, we provided equipmentwith an approximate aggregate value of $4.5 million and wecommitted to provide up to a maximum of $35 million for capitalexpenditures and other expenditures necessary to build out theIvoire Telecom network.  At December 31, 2001, this maximumcommitment has been substantially funded, resulting in aninvestment balance of approximately $50.0 million, which includesour initial equity investment of approximately $10.5 million andequipment we provided.  Our investment is reflected in OtherAssets in the accompanying consolidated balance sheet.  Wehave not consolidated the operations of Ivoire Telecom for a numberof reasons, including our inability to obtain accurate and reliablefinancial information, our inability to exercise any influence onthe operations of the company due to strong opposition from the CEOlocated in Africa, and our inability to obtain representation onthe board of directors of each of Ivoire Telecom’s 14principal subsidiaries.  Titan engaged a global independentpublic accounting firm to audit the financial statements of IvoireTelecom for the year ended December 31, 2001.  The independentpublic accounting firm has been unable to complete its auditprocedures due to significant open matters.  Further, theindependent public accounting firm has reported that there areweaknesses in internal controls and the accounting ability inIvoire Telecom’s various operations, ranging from lack ofskilled resources, lack of formalized policies and procedures,limited management information systems, and financial reporting andconsolidation risk. 

    Inaddition, in connection with our agreement to acquire an additional30.0% equity interest in Sakon, an additional $12.5 million ofconsideration was due and payable upon certain revenue targetsbeing attained.  These targets were met in January 2001, and a$5.0 million installment was made in the second quarter of 2001, a$3.75 million installment was made in the first quarter of 2002,and the remaining $3.75 million is expected to be satisfied byissuance of Titan common stock later in 2002.

    There are no Titanguarantees of debt, either directly or indirectly, associated withIvoire Telecom or Sakon or any other unconsolidated subsidiariesother than approximately $2.0 million of equipmentfinancing.

    Aspart of our strategy of seeking external financing to grow ourcommercial businesses, our discontinued SureBeam subsidiarycompleted its initial public offering of its common stock on March16, 2001 and raised gross proceeds of $67 million.  Weextended a credit facility for up to a maximum of $75.0 millionunder which SureBeam owed us approximately $73.0 million as ofDecember 31, 2001.  On December 31, 2001, $2.0 million of thenote was exchanged for common stock of SureBeam, at $10.505, thefifteen day trading average of SureBeam stock as of December 30,2001, which resulted in the exchange for 190,385 Class B commonshares of SureBeam.  As of December 31, 2001, SureBeam hadapproximately $73.0 million in principal outstanding under thenote.  On February 13, 2002, the remaining outstanding balanceon the note of $73.0 million was exchanged for equity of SureBeam,at $9.521 per share, the twenty day trading average of SureBeamstock as of February 12, 2002, which resulted in the exchange for4,441,496 Class A and 3,225,765 Class B common shares ofSureBeam.

    OnOctober 16, 2001, Titan adopted a definitive plan to spin offSureBeam in the form of a tax-free dividend to Titan stockholderswithin 12 months from that date.  The plan involves filing aletter ruling request with the Internal Revenue Service seekingapproval of the tax-free distribution.  Titan received afavorable ruling in May 2002, and intends to execute the spin offin the third quarter of 2002.  Titan has purchased aworld-wide perpetual and exclusive, non-royalty bearing license touse SureBeam's intellectual property for all applications andfields other than the food, animal hide and flower markets for thefollowing consideration: 1) a $50 million senior secured line ofcredit, with customary financial, affirmative and negativecovenants, 2) the exchange of the $75 million debt owed by SureBeamto Titan for additional shares of Class B and Class A common stockof SureBeam, and 3) a cash payment of $8 million, with $4 millionpaid at September 30, 2001 and four installments of $1.0 millionpayable on

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each of March 31, 2002,June 30, 2002, September 30, 2002 and December 31, 2002.  TheCompany has obtained approval from its senior lenders under its newcredit facility entered into in May 2002 to extend an aggregate of$50 million of this credit facility to SureBeam.  Inaddition, Titan and SureBeam are currently negotiating revisions tothe currently in place tax sharing agreements and corporateservices agreement as well as sublease arrangements with respect tothree SureBeam service centers and a reimbursement agreement withrespect to guarantees of SureBeam obligations provided byTitan.  Titan and SureBeam have entered into an exclusivecontract for the purchase and sale of electronic beam acceleratorsthrough December 31, 2003 and related integration services throughDecember 31, 2002 unless SureBeam does not offer competitivepricing.

    OnJuly 26, 2001 we sold 8,048,685 shares of our common stock in apublic offering, which included an over-allotment of 1,125,000shares, at a price of $18.00 per share.  We receivedapproximate aggregate proceeds from the offering of $137.6 million,net of underwriters' commissions, in July 2001.  Transactionexpenses related to the offering were approximately $1.4million.  We used the net proceeds from this offering to fundacquisitions, capital expenditures and other investments.  Inaddition, certain Titan stockholders sold 576,315 shares, including489,972 shares from the exercise of options, from which we receivedproceeds of $3.0 million.

    Funding for theadvancement of our strategic goals, including acquisitions andcontinued investment in targeted commercial businesses and start-upventures and capital expenditures, is expected to continue. We plan to finance these requirements from a combination ofsources, which include cash generation from our core businesses,our credit facility and other available cash sources. Management believes that the combination of our existing cash,amounts available under our credit facility and cash flow expectedto be generated from our operations will be sufficient to fundplanned investments and working capital requirements for at leastthe next twelve months.  However, we could elect, or we couldbe required, to raise additional funds during that period and wemay need to raise additional capital in the future. Additional capital may not be available at all, or may not beavailable on terms favorable to us.  Any additional issuanceof equity or equity-linked securities may result in substantialdilution to our stockholders.  Management is continuallymonitoring and reevaluating its level of investment in all of itsoperations, specifically the investment required in fiscal 2002 tofurther grow its commercial businesses, and the financing sourcesavailable to achieve our goals in each business area.

**Item 8.  FinancialStatements and Supplementary Data**

**Note2.  Acquisitions and Investments**

    OnNovember 27, 2001, the Company completed its acquisition of BTG,Inc. ("BTG"), a provider of information technology solutions andservices primarily to the U.S. military and other governmentagencies, for $13.35 per BTG share.  The acquisition was tofurther Titan’s goal of acquiring government informationtechnology companies which fit strategically with TitanSystems.  Titan issued approximately 4,024,100 shares of itscommon stock at an aggregate value of $99.9 million, based on$24.814 per Titan share, the average trading price ending November19, 2001, the date on which the formula for consideration becamefixed, and cash of $23.4 million for all the outstanding shares ofBTG common stock and assumed BTG stock options representingapproximately 734,200 shares of Titan common stock at an aggregatevalue of $12.2 million, based on an exchange ratio of approximately0.5380 shares of Titan stock for each share of BTG commonstock.  Titan also paid off $37.1 million of BTG's outstandingdebt as of the closing date.  The transaction was accountedfor as a purchase.  The excess of the purchase price ofapproximately $135.5 million over the estimated fair marketvalue of the net liabilities acquired of $15.0 million wasapproximately $150.5 million.  In connection with thedetermination of the fair value of assets acquired and pursuant tothe provisions of SFAS No. 141, the Company has valued contracts inprocess at contract price, minus the estimated costs to completeand an allowance for the normal industry profit on its effort tocomplete such contracts which amounted to $9.2 million. This adjustment has been reflected in the consolidated balancesheet as additional net liabilities assumed by the Company. The Company recognized approximately $0.5 million in the

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year ended December 31,2001, as a reduction of costs, with the remaining $8.7 million tobe recorded as a reduction of costs in future periods as work oncertain contracts is performed, which is estimated to continuethrough fiscal 2016.

    InFebruary 2002, an independent valuation performed by KCI wascompleted to assist management in its purchase price allocation forthe BTG acquisition.  This independent valuation supported theCompany’s allocation of $141.8 million to goodwill, $8.2million to intangible assets and $0.5 million deferredcompensation related to unvested options assumed.  Theintangible assets consist of backlog, customer relationships and astrategic relationship of $1.7 million, $5.5 million and$1.0 million, respectively, which will be amortized over theestimated useful lives of 1 year, 2 to 5 years and 2 years,respectively.  The consolidated balance sheet reflects thisallocation between goodwill and intangible assets.  Theamortization expense related to the intangible assets will commencein the first quarter of 2002.

    OnSeptember 28, 2001, the Company completed the acquisition of theremaining shares of Datron Systems Incorporated ("Datron"), aprovider of radio and satellite-based communication systems andbroadband communication products for government and commercialmarkets, that were acquired through a stock for stock exchangetender offer that closed in August 2001.  The acquisition wasto further Titan’s goal of acquiring government informationtechnology companies which fit strategically with TitanSystems.  Titan issued approximately 2.3 million shares of itscommon stock for all the outstanding shares of Datron common stockat an aggregate value of $44.9 million, based on $19.544 per Titanshare, the average trading price ending July 27, 2001, the date onwhich the formula for consideration became fixed, and assumedDatron stock options representing approximately 437,000 shares ofTitan common stock at an aggregate value of $4.0 million, based onan exchange ratio of approximately .81919 shares of Titan commonstock for each share of Datron common stock.  The transactionwas accounted for as a purchase.  The excess of the purchaseprice of approximately $48.9 million over the estimated fair marketvalue of the net assets acquired of approximately $15.9 million wasapproximately $33.0 million.  In connection with thedetermination of fair value of assets acquired and pursuant to theprovisions of SFAS No. 141, the Company has valued contracts inprocess at contract price, minus the estimated costs to completeand an allowance for the normal industry profit on its effort tocomplete such contracts, which amounted to $1.4 million.  Thisdeferred profit has been reflected in the accompanying balancesheet as additional net liabilities assumed by the Company. The Company recognized approximately $0.8 million in the year endedDecember 31, 2001, as a reduction of costs, with the remaining$0.6 million to be recorded as a reduction of costs in futureperiods as work on certain contracts is performed, which isestimated to continue through fiscal 2002.

    InFebruary 2002, had an independent valuation performed by KCI toassist management in its purchase price allocation for the Datronacquisition.  This independent valuation supported theCompany’s allocation of $27.4 million to goodwill and$5.6 million to intangible assets.  The intangible assetsconsist of backlog, customer relationships and trademarks andpatents of $1.0 million, $3.2 million and $1.4 million,respectively, which will be amortized over the estimated usefullives of 1 to 2 years, 10 years and 5 years, respectively. The consolidated balance sheet reflects this allocation betweengoodwill and intangible assets.  The amortization expenserelated to the intangible assets will commence in the first quarterof 2002.

    OnMarch 23, 2001, the Company's subsidiary, Titan SystemsCorporation, consummated an agreement to purchase certain assetsfrom Maxwell Technologies Systems Division, Inc., a subsidiaryof Maxwell Technologies, Inc., which specializes in research,development and technical services primarily for militaryapplications.  The purchase price was approximately$11.5 million in cash, subject to post-closing adjustments andindemnification obligations, less a $1.7 million holdback, due180 days from the date of closing.  The initial$9.8 million of the purchase price was paid on April 2,2001.  The Company received approximately $0.6 million inJuly 2001 from Maxwell Technologies, Inc. resulting from theresolution of post-closing working capital adjustments.  Underthe agreement, the Company had full recourse to the seller for allaccounts receivable not collected within 180 days of the closingdate.  In October 2001, the Company paid approximately $1.5million in

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full satisfaction of the$1.7 million holdback, as adjusted for uncollected accountsreceivable.  The transaction was accounted for as a purchase,and the excess of the purchase price over the estimated fair marketvalue of the net assets acquired, which had been amortized on astraight line basis over 30 years, was approximately $6.8 millionat December 31, 2001, and is reflected as goodwill in the Company'sconsolidated balance sheet.

    Following is unauditedcondensed balance sheet information for Datron and BTG at the dateof their respective acquisition (amounts in millions):

| ** **                   |  | **Datron** |      | **BTG** |   |
|------------------------------|--|------------|------|---------|---|
| ** **                   |  |            |      |         |   |
| Cash                         |  | $          | 3.7  |         | $ | 1.2 |  |
| Accountsreceivable           |  |            | 12.0 |         |   | 63.8 |  |
| Other currentassets          |  |            | 12.5 |         |   | 1.9 |  |
| Property, plant andequipment |  |            | 8.3  |         |   | 4.0 |  |
| Non-currentassets            |  |            | 3.0  |         |   | 3.4 |  |
|                              |  |            |      |         |   |
| Total assets                 |  |            | 39.5 |         |   | 74.3 |  |
| Accounts payable             |  |            | 2.0  |         |   | 11.5 |  |
| Currentliabilities           |  |            | 18.1 |         |   | 75.5 |  |
| Non-currentliabilities       |  |            | 3.5  |         |   | 2.3 |  |
|                              |  |            |      |         |   |
| Totalliabilities             |  |            | 23.6 |         |   | 89.3 |  |
| Net assets (liabilities)     |  | $          | 15.9 |         | $ | (15.0 | ) |
|                         |  |            |      |         |   |

    OnJune 28, 2000, Titan Wireless Africa, a wholly ownedsubsidiary of Titan Wireless, made an investment in Ivoire TelecomS.A. Holding (Ivoire Telecom), acquiring an 80% interest in IvoireTelecom and through such interest acquired a majority equityinterest in each of the principal subsidiaries owned by IvoireTelecom.  The initial investment consisted of$5.0 million in cash subject to certain indemnificationobligations, and an initial $5.5 million working capital note,which was funded shortly after the initial investment, which wererecorded as Other Assets in the Company's consolidated balancesheet.  In addition, Titan committed to provide up to amaximum of $35.0 million for capital expenditures and otherexpenditures necessary to build out the Ivoire Telecom network, andTitan has provided equipment with an approximate aggregate value of$4.5 million.  At December 31, 2001, this commitment hadbeen substantially funded for such expenditures.  Ouraggregate investment in Ivoire Telecom of approximately $50 millionhas been reflected in Other Assets in the Company's consolidatedbalance sheet at December 31, 2001, and has been reported onthe cost method as a result of the Company’s inability toexercise control and significant influence over Ivoire Telecom orto receive any reliable or timely financial information from IvoireTelecom.  Titan has not consolidated the operations of IvoireTelecom for a number of reasons, including the Company’sinability to obtain accurate and reliable financial information,the Company’s inability to exercise any influence on theoperations of the company due to strong opposition from the CEOlocated in Africa, and the Company’s inability to obtainrepresentation on the board of directors of each of IvoireTelecom’s 14 principal subsidiaries.  Titan engaged aglobal independent public accounting firm to audit the financialstatements of Ivoire Telecom for the year ended December 31,2001.  The independent public accounting firm has been unableto complete its audit procedures due to significant openmatters.  Further, the independent public accounting firm hasreported that there are weaknesses in internal controls and theaccounting ability in Ivoire Telecom’s various operations,ranging from lack of skilled resources, lack of formalized policiesand procedures, limited management information systems, andfinancial reporting and consolidation risk.  Based uponthe

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information available tomanagement, the Company believes Ivoire Telecom continues to incurlosses and negative cash flows consistent with its originalexpectations at the time of investment in this start-upenterprise.  To the extent Ivoire Telecom requires additionalcash in the future to fund operations, Titan has no obligation norcommitment to fund such cash flow needs.  Titan regularlyreviews it investment in Ivoire Telecom for impairment and believesthat as of December 31, 2001 the fair value of this investmentexceeds it costs.  Hence, no write-down to realizable value ofthis investment was necessary at December 31, 2001.

    OnJune 26, 2000, the Company acquired AverStar in astock-for-stock transaction.  AverStar provides services andsoftware focused on the areas of information technology assurance,information technology development and information technologymanagement and operations for the mission-critical systems ofcivilian and defense agencies of the U.S. government. AverStar's operations are primarily included in the Titan Systemssegment.  Titan issued approximately 2,850,000 shares ofcommon stock for all the outstanding shares of AverStar commonstock, subject to a holdback of 180,045 shares held in escrow tocover certain indemnification obligations, and assumed AverStarstock options representing approximately 551,000 shares of Titancommon stock, based on an exchange ratio of approximately .41415shares of Titan common stock for each share of AverStar commonstock.  In September 2000, 171,645 shares werereleased from escrow to AverStar shareholders in fulfillment of theCompany's obligations.  The remaining 8,400 shares werereleased from escrow to AverStar shareholders in November2000.  The acquisition constituted a tax-free reorganizationand has been accounted for as a pooling of interests.

    OnJune 7, 2000, the Company completed the acquisition of all ofthe stock of SenCom Corporation (SenCom) for a purchase price ofapproximately $35 million in cash, subject to certainpost-closing adjustments and indemnification obligations, less a$5.0 million holdback, and less $1.3 million for employeerelated expenses to be paid one year from the closing date. Of the $5.0 million holdback, $3 million was paid inSeptember 2000, and the remaining $2 million holdback was paidin January 2002, plus accrued interest of $0.2 million.  Anadditional $2 million was paid in September 2000 as a resultof post-closing adjustments.  SenCom, included in the TitanSystems segment, provides information technology services togovernment customers and specializes in the engineering andanalysis of radar and electro-optical sensors, command and controlsystem development, computer and network security, and businessprocess engineering and program management.  The transactionwas accounted for as a purchase.  The excess of the purchaseprice over the estimated fair market value of the net assetsacquired, which has been amortized on a straight line basis over30 years, was approximately $31.7 million at December 31,2001, and is reflected as goodwill in the Company's consolidatedbalance sheet.

    InJune 2000, e-tenna Corporation was formed to facilitate thetransfer of an antenna technology originally designed forgovernment and military customers to the commercial wirelessmarket.  Titan's initial investment of approximately $0.6million in e-tenna in 2000 consisted of its contribution of certainintellectual property and patents.  As of December 31, 2001,Archery Capital and other investors invested a total of $9.9million for common and voting preferred stock, and Titan invested$5.8 million in non-voting preferred stock and $0.4 million incommon stock.  Through February 28, 2002, Titan paid $1.9million in satisfaction of its commitment to acquire additionalnon-voting preferred stock.  As of December 31, 2001, Titan'sinvestment of approximately $6.8 million is included in theaccompanying consolidated balance sheet in Other Assets, and isreflected under the cost method.  As of February 28, 2002,Titan's investment in e-tenna represented approximately 58.7% ofthe total equity of e-tenna and approximately 29.1% of the votingpower of e-tenna.

    OnMarch 30, 2000, the Company completed the acquisition of allof the stock of LinCom Corporation (LinCom) for a purchase price ofapproximately $23 million in cash, subject to certainpost-closing adjustments and indemnification obligations, less a$1 million holdback and a $2 million promissorynote.  The $1 million holdback was due approximately60 days after the closing date, and approximately $1.0 millionwas paid in fulfillment of the Company's obligations, and the$2 million note due one year after the closing date withaccrued interest at 7% was paid in March 2001.  LinCom is adeveloper of wireless communications and information systems forboth commercial and government customers.  The operations ofLinCom are primarily reported in the Titan Systems

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segment.  Thecommercial applications within LinCom are reported in the TitanTechnologies segment.  The transaction was accounted for as apurchase.  The excess of the purchase price over the estimatedfair market value of the net assets acquired, which has beenamortized on a straight line basis over 30 years, wasapproximately $20.2 million at December 31, 2001, and isreflected as goodwill in the Company's consolidated balancesheet. 

    OnMarch 24, 2000, the Company completed the acquisition of allthe outstanding stock of Pulse Engineering (Pulse) for a purchaseprice of approximately $27.4 million in cash, subject tocertain post-closing adjustments and indemnification obligations,less a $1 million holdback placed in escrow and a$2 million deferred payment due in March 2001.  Theholdback was paid to Pulse shareholders in October 2000 infulfillment of the Company's obligations, and the $2 milliondeferred payment, plus interest of 8%, was paid by March 31,2001.  Pulse provides specialized information security andsignal intelligence systems and services to the intelligencecommunity and is included in the Titan Systems segment.  Thetransaction was accounted for as a purchase.  The excess ofthe purchase price over the estimated fair market value of the netassets acquired, which has been amortized on a straight line basisover 30 years, was approximately $23.2 million atDecember 31, 2001, and is reflected as goodwill in theCompany's consolidated balance sheet. 

    OnFebruary 25, 2000, the Company acquired Advanced CommunicationSystems, Inc. (ACS), a government information technologyservices company, in a stock-for-stock transaction.  ACS'operations are included in the Titan Systems segment.  Titanissued approximately 5,082,000 shares of common stock for all theoutstanding shares of ACS common stock and assumed ACS stockoptions representing approximately 263,000 shares of Titan commonstock, based on an exchange ratio of approximately .57 sharesof Titan common stock for each share of ACS common stock.  Theacquisition constituted a tax-free reorganization and has beenaccounted for as a pooling of interests. 

    Effective January 1,2000, ACS' September 30 fiscal year-end was changed to coincidewith the Company's year-end.  The 1999 financial statementspresented were restated to include the combined results ofoperations, financial position and cash flows as if the merger hadoccurred at the beginning of the periods presented.  A poolingof interests adjustment has been made in the consolidated statementof cash flows and consolidated statement of stockholders' equityfor the year ended December 31, 2000, to reflect the activityfor ACS in the quarter ended December 31, 1999, as reported inACS' Form 10-Q for the fiscal quarter ended December 31,1999.  For the quarter ended December 31, 1999, ACS'revenues were $46.3 million and net income was $1.4million.

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    The separate and combinedresults of Titan, ACS and AverStar in 2000 and 1999 are asfollows:

| ** ** | ** ** | **YearEnded December 31, 2000** | ** ** |
|------------|------------|--------------------------------------|------------|
| ** ** | ** ** |                                      | ** ** |
| ** ** | ** ** | **Revenues**                         | ** ** | **Income(Loss) from   Continuing Operations** | ** ** | **NetIncome (Loss)** | ** ** |
| ** ** | ** ** |                                      | ** ** |  | ** ** |  | ** ** |
| Titan      |       | $                                    | 585,250    |   | $ | 7,878 |   | $ | (1,499 | ) |
| ACS        |       |                                 | 192,841    |   |   | (21,230 | ) |   | (17,249 | ) |
| AverStar   |       |                                 | 163,122    |   |   | 3,151 |   |   | 20 |  |
|       |       |                                      |       |  |   |  |   |
|       |       | $                                    | 941,213    |   | $ | (10,201 | ) | $ | (18,728 | ) |
|       |       |                                      |       |  |   |  |   |
|            |            |                                      |            |  |  |  |  |

| ** ** | ** ** | **YearEnded December 31, 1999** |
|------------|------------|--------------------------------------|
| ** ** | ** ** |                                      |
| ** ** | ** ** | **Revenues**                         | ** ** | **Incomefrom Continuing Operations** | ** ** | **NetIncome** |
| ** ** | ** ** |                                      | ** ** |  | ** ** |  |
| Titan      |       | $                                    | 387,835 |   | $ | 35,859 |   | $ | 32,472 |
| ACS        |       |                                 | 218,252 |   |   | 3,581 |   |   | 3,581 |
| AverStar   |       |                                 | 162,561 |   |   | 1,704 |   |   | 1,704 |
|       |       |                                      |   |  |   |  |
|       |       | $                                    | 768,648 |   | $ | 41,144 |   | $ | 37,757 |
|       |       |                                      |   |  |   |  |

    In1999, the Company or its subsidiaries acquired Atlantic AerospaceCorporation (“AAEC”), Systems Resources Corporation(“SRC”) Program Support Associates Inc.(“PSA”), and SFG Technologies Inc. (“SFG”),all reporting in the Company’s Titan Systems segment, withthe exception of SFG which is reported in the Titan Technologiessegment.  Related to the acquisition of SRC, a $2 millionpromissory note, subject to post-closing working capitaladjustments and indemnification obligations, was due on June 9,2000.  The post-closing working capital adjustments andindemnification obligations are currently in dispute with thestockholders of SRC.  Accordingly, the promissory note has notbeen paid.  Related to the AAEC acquisition, up to anadditional $3 million in contingent consideration was payable basedupon the award of future contracts.  During 2001,approximately $1.2 million of contingent consideration was paidupon the award of certain contracts.  An additional potential$2.2 million including interest, may be paid in 2002 based uponpotential contract awards in 2002. 

    For all acquisitionsaccounted for as purchases, the acquired company’s results ofoperations are consolidated with the Company’s results ofoperations immediately subsequent to the acquisition date. Unaudited pro forma data giving effect to the purchase of BTG,Datron, Pulse, LinCom and SenCom as if they had been acquired atthe beginning of 2000 are shown below. 

| ** ** | ** ** | **Twelvemonths ended December 31,** |       |
|------------|------------|------------------------------------------|------------|
| ** ** | ** ** |                                          |       |
| ** ** | ** ** | **2001**                                 | ** ** | **2000** |   |
| ** ** | ** ** |                                          | ** ** |  |   |
|            |            | **(unaudited)**                          |       |
| Revenues   |       | $                                        | 1,350,750  |   | $ | 1,263,604 |   |

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| Income (loss) fromcontinuing operations before extraordinary loss                  |   |   | (22,794  | )      |   | (2,423  | )      |
|------------------------------------------------------------------------------------|--------|--------|----------|--------|--------|---------|--------|
| Net income(loss)                                                                   |   |   | (119,888 | )      |   | (15,694 | )      |
| Basic earnings (loss) per share:                                                   |   |   |     |   |   |    |   |
|    Income(loss) from continuing operations before extraordinaryloss |   | $      | (0.46    | )      | $      | (0.10   | )      |
|    Netincome (loss)                                                 |   |   | (2.13    | )      |   | (0.37   | )      |
| Diluted earnings (loss) per share:                                                 |   |   |     |   |   |    |   |
|    Income(loss) from continuing operations before extraordinaryloss |   | $      | (0.46    | )      | $      | (0.10   | )      |
|    Netincome (loss)                                                 |   |   | (2.13    | )      |   | (0.38   | )      |

    Included in BTG'soperating results for the eleven months ended November 30, 2001 isa charge of approximately $20.8 million consisting of employeetermination costs of approximately $9.0 million, lease terminationcosts and excess facilities costs of approximately$2.7 million, impairments for certain assets of$4.4 million, primarily comprised of costs of BTG's abandonedaccounting system, impairments for investments of approximately$1.1 million, an accrual for loss contracts of$1.2 million, acquisition costs of $0.6 million and othercosts of $1.8 million.  Revenues in 2001 for Datron wereimpacted unfavorably by the events that occurred onSeptember 11, 2001, which negatively impacted demand forDatron's antenna products for airborne applications, as well as byreduced demand for certain of their products, resulting in reducedrevenues of approximately $12 million.

    The revenues of ACS wereimpacted in 2000 by a contract termination that occurred in late1999, prior to Titan's acquisition, which resulted in reducedrevenues of approximately $31.6 million.  AverStar'srevenues in 2000 were impacted by the wind-down of its Year 2000business in early 2000, which resulted in reduced revenues ofapproximately $25.7 million. 

    Included in the 2000results from continuing operations are merger related expenses of$20.5 million, a $10 million valuation allowance forcertain unbilled receivables, and $8.3 million related to theacquisitions of ACS and AverStar, respectively.  In addition,net income (loss) reflects an extraordinary loss, net of taxes, of$3.4 million and $1.3 million related to the early debtextinguishment of Titan and AverStar's credit facilities,respectively.  AverStar's net loss reflects a loss fromdiscontinued operations of $1.5 million.  Included inACS' 1999 operating results is a write-off of $3.9 million ofcapitalized software costs and a $1.8 million write-off of anuncollected receivable.  Interest expense for Titan combinedwith ACS and AverStar is reflected in the Titan operating resultsfrom the date of acquisition. 

    InJanuary 1999, the Company invested approximately$0.5 million for a 19.9% ownership interest in a joint venturewith Sakon.  In July 2000, Titan loaned Sakon$15 million pursuant to a loan agreement.  InOctober 2000, Titan exercised its option pursuant to the loanagreement to convert amounts owed under the loan into additionalequity interest of 30.0% of Sakon, bringing the total equityinterest in Sakon to 49.9%.  At such time, the amountoutstanding of $15 million under the loan was converted topurchase consideration as the initial payment due under the termsof the agreement and recorded as goodwill.  Under the terms ofthe agreement, an additional $12.5 million of considerationwas due and payable upon certain revenue targets beingattained.  These targets were met in January 2001, and a $5.0million installment was made in the second quarter of 2001, a $3.75million installment was made in the first quarter of 2002, and theremainder is expected to be satisfied by issuance of Titan commonstock.  The excess of the purchase price over the estimatedfair market value of the net assets acquired, which has beenamortized over 20 years, was approximately $26.8 million atDecember 31, 2001.  Titan consolidates the operating resultsof Sakon in accordance with the joint venture agreement whichassigns 100% of the joint venture revenues and operating results toTitan.  Titan will continue to consolidate the operatingresults of Sakon until a liquidity event, defined as an initialpublic offering or the sale of Sakon. 

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    Inconnection with the determination of the fair value of assetsacquired in connection with acquisitions in 2000 and 1999, andpursuant to the provisions of SFAS No. 141, the Company has valuedacquired contracts in process at contract price, minus theestimated costs to complete and an allowance for the normalindustry profit on its effort to complete such contracts, whichamounted to $10.9 million.  This adjustment has been reflectedin the accompanying balance sheet as an increase to goodwill and acorresponding increase to deferred profit.  The Companyrecognized approximately $1.4 million, $6.9 million and $2.6million as a reduction of costs in 2001, 2000 and 1999,respectively. 

**Item14.  Exhibit Index**
| **Exhibit No.** | **   ** | **Description** | **   ** | **Page No.** |
|-----------------|------------------------|-----------------|------------------------|--------------|
|                 | ** **             |                 | ** **             |              |
| 99.1            |                   | Certification.  |                   |              |

12

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**SIGNATURES**

    Pursuant to therequirements of Section 13 or 15(d) of the Securities ExchangeAct of 1934, the Registrant has duly caused this report to besigned on its behalf by the undersigned, thereunto dulyauthorized.

|                                                           |        | THE TITANCORPORATION |
|----------------------------------------------------------------|--------|----------------------|
| August 02, 2002                                                |   | By:                  | /s/ GENE W. RAY |
|                                                                |
| Gene W.Ray,*Chief Executive Officer and Chairman of the Board* |

    Pursuant to therequirements of the Securities Exchange Act of 1934, this reporthas been signed below by the following persons on behalf of theRegistrant and in the capacities and on the datesindicated.
| **Signature**                     | **    ** | **Title**                                                                      | **    ** | **Date**       |
|-----------------------------------|------------------------------|--------------------------------------------------------------------------------|------------------------------|----------------|
|                                   | ** **                   |                                                                                | ** **                   |                |
|                              |                              |                                                                                |                              |                |
| /s/ GENE W. RAY              |                         | Chief Executive Officerand Chairman of the Board                               |                         | August 02,2002 |
|                                   |
| Gene W.Ray                        |
|                              |                              |                                                                                |                              |                |
| /s/ ERIC M. DEMARCO          |                         | President and Chief Operating Officer                                          |                         | August 02,2002 |
|                                   |
| Eric M.DeMarco                    |
|                              |                              |                                                                                |                              |                |
| /s/ MARK W. SOPP             |                         | Senior Vice Presidentand Chief Financial Officer (Principal Financial Officer) |                         | August 02,2002 |
|                                   |
| Mark W.Sopp                       |
|                              |                              |                                                                                |                              |                |
| /s/ DEANNA J. HOM            |                         | Vice President, CorporateController (Principal Accounting Officer)             |                         | August 02,2002 |
|                                   |
| Deanna J.Hom                      |
|                              |                              |                                                                                |                              |                |
| /s/ MICHAEL B. ALEXANDER     |                         | Director                                                                       |                         | August 02,2002 |
|                                   |
| Michael B.Alexander               |
|                              |                              |                                                                                |                              |                |
| /s/ EDWARD H. BERSOFF, Ph.D. |                         | Director                                                                       |                         | August 02,2002 |
|                                   |
| Edward H.Bersoff, Ph.D.           |
|                              |                              |                                                                                |                              |                |
| /s/ JOSEPH F. CALIGIURI      |                         | Director                                                                       |                         | August 02,2002 |
| Joseph F.Caligiuri                |
|                              |                              |                                                                                |                              |                |
| /s/ PETER A. COHEN           |                         | Director                                                                       |                         | August 02,2002 |
|                                   |
| Peter A.Cohen                     |
|                              |                              |                                                                                |                              |                |
| /s/ DANIEL J. FINK           |                         | Director                                                                       |                         | August 02,2002 |
|                                   |
| Daniel J.Fink                     |
|                              |                              |                                                                                |                              |                |
|                                   |                         | Director                                                                       |                         |                |
|                                   |
| SusanGolding                      |
|                              |                              |                                                                                |                              |                |
| /s/ ROBERT M. HANISEE        |                         | Director                                                                       |                         | August 02,2002 |
|                                   |
| Robert M.Hanisee                  |
|                              |                              |                                                                                |                              |                |
| /s/ ROBERT E. LA BLANC       |                         | Director                                                                       |                         | August 02,2002 |
|                                   |
| Robert E.La Blanc                 |
|                              |                              |                                                                                |                              |                |
| /s/ JAMES ROTH               |                         | Director                                                                       |                         | August 02,2002 |
|                                   |
| JamesRoth                         |
|                              |                              |                                                                                |                              |                |
| /s/ JOSEPH R. WRIGHT, JR.    |                         | Director                                                                       |                         | August 02,2002 |
|                                   |
| Joseph R.Wright, Jr.              |

14

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QuickLinks

**Liquidity and Capital Resources**

**Note2.  Acquisitions and Investments**

SIGNATURES