The action alleges that the defendants failed to disclose certain facts to shareholders and regulators in pursuit of approval of its merger with Lockheed Martin Corporation: (1) that foreign consultants for Titan were engaging in questionable and potentially illegal activities; (2) that foreign consultants for Titan made improper payments to foreign government officials in violation of the federal Foreign Corrupt Practices Act; (3) that Titan improperly accounted for the funds used in these payments; and (4) as a result, Titan's improper accounting for such payments allowed Titan to enter into a definitive merger agreement with Lockheed Martin.

On February 13, 2004, Titan announced that representatives of Lockheed Martin and Titan had recently initiated meetings with the U.S. Department of Justice and the Securities and Exchange Commission to advise of an internal review relating to certain agreements between Titan and international consultants and related payments in foreign countries.

On March 5, 2004, Lockheed Martin announced that it had learned of allegations that improper payments were made, or items of value were provided, by consultants for Titan or its subsidiaries to foreign officials. On the same day, Titan confirmed that it had learned of allegations that improper payments were made, or items of value were provided, by consultants for the company or its subsidiaries to foreign officials. The allegations were identified as part of an ongoing review conducted with Lockheed Martin of payments to Titan's international consultants in connection with the proposed acquisition of Titan by Lockheed Martin. Shares of Titan immediately fell $1.82 per share to close at $19.11 per share.

On March 22, 2004, The Wall Street Journal reported that internal investigators of both Titan and Lockheed Martin had found that Titan had made potentially improper payments overseas. According to the article, Titan made millions of dollars in suspicious payments, some as recently as last year, while competing for business in Africa, the Middle East, and Asia. The article also reported that the company was scheduled to hold talks with the Department of Justice about a possible plea agreement. This news caused shares of Titan fell $0.43 per share to close at $19.73 per share.

If you purchased securities issued by Titan Corporation during the applicable period, you may request appointment by the court as a lead plaintiff if you do so by June 4, 2004. A lead plaintiff is a representative party that acts on behalf of other class members in directing the litigation. In order to be appointed lead plaintiff, the court must determine that your claim is typical of the claims of other class members, and that you will adequately represent the class. Under certain circumstances, one or more class members may together serve as lead plaintiffs. Your ability to share in any recovery is not affected by the decision whether or not to serve as a lead plaintiff. You may retain any counsel of your choice to serve as you in this action, or you may choose to do nothing, and remain in the class as a silent member.