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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

QUARTERLY REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarter Ended March 31, 2002

1-8931Commission File Number

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CUBIC CORPORATIONExact Name of Registrant as Specified in its Charter

Delaware(State of incorporation)

95-1678055(IRS Employer Identification No.)


9333 Balboa Avenue
San Diego, California 92123
Telephone (858) 277-6780

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.

Yes ý    No o

As
of April 26, 2002, Registrant had only one class of common stock of which there were 26,719,845 shares outstanding (after deducting 8,944,884 shares held as treasury stock).

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PART IFINANCIAL INFORMATION  ITEM 1FINANCIAL STATEMENTS

CUBIC CORPORATION        CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)        (amounts in thousands, except per share data)

|                                           |                                              | Six Months Ended
March 31, |         | Three Months Ended
March 31,
|------------------------------------------ | -------------------------------------------- | -------------------------- | ------- | ----------------------------
|
|Revenues:                                  |                                              |                            |         |                             
|                                           | Sales                                        |                            | $       | 262,370                     
|                                           | Other income                                 |                            |         | 2,592                       
|                                           |                                              |                            |         |                             
|                                           |                                              |                            | 264,962 |                             
|                                           |                                              |                            |         |                             
|Costs and expenses:                        |                                              |                            |         |                             
|                                           | Cost of sales                                |                            |         | 200,444                     
|                                           | Selling, general and administrative expenses |                            |         | 39,826                      
|                                           | Research and development                     |                            |         | 4,890                       
|                                           | Interest                                     |                            |         | 1,770                       
|                                           |                                              |                            |         |                             
|                                           |                                              |                            | 246,930 |                             
|                                           |                                              |                            |         |                             
|Income before income taxes                 |                                              |                            | 18,032  |                             
|Income taxes                               |                                              |                            | 5,900   |                             
|                                           |                                              |                            |         |                             
|Net income                                 |                                              | $                          | 12,132  |                             
|                                           |                                              |                            |         |                             
|Net income per share                       |                                              | $                          | 0.45    |                             
|                                           |                                              |                            |         |                             
|Dividends per common share                 |                                              | $                          | 0.063   |                             
|                                           |                                              |                            |         |                             
|Average shares of common stock outstanding |                                              |                            | 26,720  |                             
|                                           |                                              |                            |         |                             

See accompanying notes.

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CUBIC CORPORATION        CONSOLIDATED CONDENSED BALANCE SHEETS        (in thousands)

|                                     |                                                | March 31,
2002 |         | September 30,
2001 |  
|------------------------------------ | ---------------------------------------------- | -------------- | ------- | ------------------ | -
|
|ASSETS                               |                                                |                |         |                    |  
|Current assets:                      |                                                |                |         |                    |  
|                                     | Cash and cash equivalents                      |                | $       | 63,941             |  
|                                     | Marketable securities, available-for-sale      |                |         | 555                |  
|                                     | Accounts receivable                            |                |         | 149,809            |  
|                                     | InventoriesNote 3                             |                |         | 37,959             |  
|                                     | Deferred income taxes and other current assets |                |         | 24,269             |  
|                                     |                                                |                |         |                    |  
|Total current assets                 |                                                |                | 276,533 |                    |  
|                                     |                                                |                |         |                    |  
|Property, plant and equipmentnet    |                                                |                | 39,418  |                    |  
|Goodwill, less amortization          |                                                |                | 18,877  |                    |  
|Other assets                         |                                                |                | 14,212  |                    |  
|                                     |                                                |                |         |                    |  
|                                     |                                                | $              | 349,040 |                    | $
|                                     |                                                |                |         |                    |  
|LIABILITIES AND SHAREHOLDERS' EQUITY |                                                |                |         |                    |  
|Current liabilities:                 |                                                |                |         |                    |  
|                                     | Trade accounts payable                         |                | $       | 20,848             |  
|                                     | Customer advances                              |                |         | 24,374             |  
|                                     | Other current liabilities                      |                |         | 38,263             |  
|                                     | Income taxes payable                           |                |         | 8,062              |  
|                                     | Current portion of long-term debt              |                |         | 1,429              |  
|                                     |                                                |                |         |                    |  
|Total current liabilities            |                                                |                | 92,976  |                    |  
|                                     |                                                |                |         |                    |  
|Long-term debt                       |                                                |                | 48,571  |                    |  
|Deferred compensation                |                                                |                | 6,078   |                    |  
|Shareholders' equity:                |                                                |                |         |                    |  
|                                     | Common stock                                   |                |         | 234                |  
|                                     | Additional paid-in capital                     |                |         | 12,123             |  
|                                     | Retained earnings                              |                |         | 231,534            |  
|                                     | Accumulated other comprehensive loss           |                |         | (6,410             | )
|                                     | Treasury stock at cost                         |                |         | (36,066            | )
|                                     |                                                |                |         |                    |  
|                                     |                                                |                | 201,415 |                    |  
|                                     |                                                |                |         |                    |  
|                                     |                                                | $              | 349,040 |                    | $
|                                     |                                                |                |         |                    |  

Note: The balance sheet at September 30, 2001 has been derived from the audited financial statements at that date.

See accompanying notes

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CUBIC CORPORATION        CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)        (in thousands)

|                                                         |                                                                                             | Six Months Ended
March 31,                  |        
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ------------------------------------------- | -------
|
|Operating Activities:                                    |                                                                                             |                                             |        
|                                                         | Net income                                                                                  |                                             | $      
|                                                         | Adjustments to reconcile net income to net cash provided by (used in) operating activities: |                                             |        
|                                                         |                                                                                             | Depreciation and amortization               |        
|                                                         |                                                                                             | Changes in operating assets and liabilities |        
|                                                         |                                                                                             |                                             |        
|NET CASH USED IN OPERATING ACTIVITIES                    |                                                                                             |                                             | (1,456 
|                                                         |                                                                                             |                                             |        
|Investing Activities:                                    |                                                                                             |                                             |        
|                                                         | Net additions to property, plant and equipment                                              |                                             |        
|                                                         | Proceeds from sale of marketable securities                                                 |                                             |        
|                                                         | Other itemsnet                                                                             |                                             |        
|                                                         |                                                                                             |                                             |        
|NET CASH USED IN INVESTING ACTIVITIES                    |                                                                                             |                                             | (9,405 
|                                                         |                                                                                             |                                             |        
|Financing Activities:                                    |                                                                                             |                                             |        
|                                                         | Purchases of treasury stock                                                                 |                                             |        
|                                                         | Dividends paid                                                                              |                                             |        
|                                                         |                                                                                             |                                             |        
|NET CASH USED IN FINANCING ACTIVITIES                    |                                                                                             |                                             | (1,696 
|                                                         |                                                                                             |                                             |        
|Effect of exchange rates on cash                         |                                                                                             |                                             | (339   
|                                                         |                                                                                             |                                             |        
|NET DECREASE IN CASH AND CASH EQUIVALENTS                |                                                                                             |                                             | (12,896
|Cash and cash equivalents at the beginning of the period |                                                                                             |                                             | 76,837 
|                                                         |                                                                                             |                                             |        
|CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD       |                                                                                             | $                                           | 63,941 
|                                                         |                                                                                             |                                             |        

See accompanying notes

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CUBIC CORPORATION        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS        (UNAUDITED)        March 31, 2002

Note 1Basis for Presentation

The
accompanying unaudited consolidated condensed financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all information and footnotes required by accounting
principles generally accepted in the United States for complete financial statements.

In
the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the quarter are not
necessarily indicative of the results that may be expected for the year ending September 30, 2002. For further information, refer to the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the year ended September 30, 2001.

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

Note 2Per Share Amounts and Stock Split

Per
share amounts are based upon the weighted average number of shares of common stock outstanding, after retroactive adjustments to reflect a 3-for-1 stock split which
occurred in April 2002.

Note 3Inventories

Inventories
consist of the following (in thousands):

|                                 |  | March 31,
2002 |        | September 30,
2001
|-------------------------------- |  | -------------- | ------ | ------------------
|Finished products                |  | $              | 1,319  |                   
|Work in process                  |  |                | 26,149 |                   
|Raw material and purchased parts |  |                | 10,491 |                   
|                                 |  |                |        |                   
|                                 |  | $              | 37,959 |                   
|                                 |  |                |        |                   

Note 4Change in Accounting

In
June 2001, the Financial Accounting Standards board issued Statements of Financial Accounting Standards No. 141,Business Combinationsand No. 142,Goodwill and Other Intangible Assets, effective for fiscal years beginning after December 15, 2001. Under the new rules,
goodwill will no longer be amortized but will be subject to annual impairment tests in accordance with the Statements.

As
allowed by early adoption provisions, the Company began applying the new rules on accounting for goodwill and other intangible assets effective October 1, 2001. The following table presents
a reconciliation of net income and per share data to what would have been reported had the new rules

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been in effect during the three and six month periods ended March 31, 2001 (in thousands, except per share data):

|                                               |  | Six Months Ended
March 31, |        | Three Months Ended
March 31,
|---------------------------------------------- |  | -------------------------- | ------ | ----------------------------
|
|Reported net income                            |  | $                          | 12,132 |                             
|Add back goodwill amortization, net of tax     |  |                            |       |                             
|                                               |  |                            |        |                             
|Adjusted net income                            |  | $                          | 12,132 |                             
|                                               |  |                            |        |                             
|Basic and diluted net income per common share: |  |                            |        |                             
|Reported net income                            |  | $                          | 0.45   |                             
|Goodwill amortization, net of tax              |  | $                          |       |                             
|Adjusted net income                            |  | $                          | 0.45   |                             

Note 5New Accounting Pronouncement

In
October 2001, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 144 (FAS 144),Accounting for the
Impairment or Disposal of Long-Lived Assets. FAS 144 establishes a single model to account for impairment of assets to be held or disposed, incorporating
guidelines for accounting and disclosure of discontinued operations. FAS 144 is effective for fiscal years beginning after December 15, 2001 and, generally, its provisions are to be
applied prospectively. Management believes the impact on the financial statements of the Company will be immaterial.

Note 6Comprehensive Income

Comprehensive
income is as follows (in thousands):

|                                           |                                                             | Six Months Ended
March 31, |        | Three Months Ended
March 31, |  
|------------------------------------------ | ----------------------------------------------------------- | -------------------------- | ------ | ---------------------------- | -
|
|Net income                                 |                                                             | $                          | 12,132 |                              | $
|Foreign currency translation adjustments   |                                                             |                            | 103    |                              |  
|Unrealized gains on marketable securities: |                                                             |                            |        |                              |  
|                                           | Unrealized holding gain (loss) during the period            |                            |        | (19                          | )
|                                           | Reclassification adjustment for gain included in net income |                            |        |                              |  
|                                           |                                                             |                            |        |                              |  
|                                           |                                                             | $                          | 12,216 |                              | $
|                                           |                                                             |                            |        |                              |  

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Note 7Business Segment Information

Business
segment financial data is as follows (in millions):

|                           |                               | Six Months Ended
March 31, |       | Three Months Ended
March 31, |  
|-------------------------- | ----------------------------- | -------------------------- | ----- | ---------------------------- | -
|
|Revenues:                  |                               |                            |       |                              |  
|Transportation systems     |                               | $                          | 98.0  |                              | $
|Defense                    |                               |                            | 157.1 |                              |  
|                           |                               |                            |       |                              |  
|                           | Total for reportable segments |                            |       | 255.1                        |  
|Other revenues             |                               |                            | 9.9   |                              |  
|                           |                               |                            |       |                              |  
|                           |                               | $                          | 265.0 |                              | $
|                           |                               |                            |       |                              |  
|Operating profit:          |                               |                            |       |                              |  
|Transportation systems     |                               | $                          | 9.6   |                              | $
|Defense                    |                               |                            | 8.0   |                              |  
|                           |                               |                            |       |                              |  
|                           | Total for reprotable segments |                            |       | 17.6                         |  
|Other profit               |                               |                            | 2.2   |                              |  
|Interest expense           |                               |                            | (1.8  | )                            |  
|                           |                               |                            |       |                              |  
|Income before income taxes |                               | $                          | 18.0  |                              | $
|                           |                               |                            |       |                              |  

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CUBIC CORPORATION  ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF OPERATIONS    March 31, 2002

Forward-Looking Statements

In
addition to historical matters, this report contains forward-looking statements. They can be identified by words such asmay, likely, anticipate, hope, estimate, plan, potential,
promising, feel, expect, should, andconfident. These
forward-looking statements are made pursuant to the safe harbor provisions of the Securities Litigation Reform Act of 1995. Investors are cautioned that forward-looking statements involve risks and
uncertainties which may affect the Company's business and prospects. These include the effects of politics on negotiations and business dealings with government entities, reductions in defense
budgets, economic conditions in the various countries in which the Company does or hopes to do business, competition and technology changes in the defense and transportation industries, and other
competitive and technological factors.

Results of Operations

Sales
for the first half of fiscal 2002 were about 8% higher than in the first half of fiscal 2001, as the result of higher sales from the defense segment. For the second quarter, sales were up by
nearly 13%, as both the defense and transportation segments generated sales increases compared to the prior year. While the Company cannot be assured of continued
quarter-to-quarter increases in sales, new contract
awards in the first half of the fiscal year have been strong, resulting in an increase in backlog at March 31, 2002.

Total
backlog, including un-funded customer orders, increased to $1,218,000,000 at March 31, 2002, compared to $1,095,000,000 at September 30, 2001 and $1,035,000,000 at
March 31, 2001. Included in the above amounts was funded backlog of $817,000,000 at March 31, 2002, $738,000,000 at September 30, 2001 and $765,000,000 at March 31, 2001.

The
increase in defense segment sales for the second quarter and first half of the year resulted primarily from higher sales of the Company's communications and electronics products and from continued
growth of the computerized battlefield simulation business. The Company has also won new multiple integrated laser engagement system (MILES) contracts in the past year and increased the size of its
operation and maintenance business, resulting in higher sales from these divisions of the defense segment as well.

Increased
operating profits in the segment came primarily from communications and electronics products and computerized battlefield simulation contracts, due to improved margins and the increased
sales volume mentioned above. The Company's MILES products also generated improved margins in the current year, coming from the new contracts won last year.

Transportation
segment sales were relatively flat for the first half of the year as lower sales from contracts in the Far East were offset by increased sales from new contracts in North America. Sales
in Europe remained strong as progress continued on the Prestige project in London and on smaller contracts on the continent, which the Company hopes will lead to further business in this part of the
world.

During
the quarter the Company acquired a new facility south of London in order to gain greater efficiency by bringing operations in the region together into one facility. This new building will be
outfitted over the next several months and is expected to be occupied by the end of the fiscal year. In

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connection with this consolidation of operations, the Company recorded a provision of $900 thousand in the first quarter for severance costs related to the planned closing of a remote facility
in western England. Of this amount, approximately $150 thousand was expended during the quarter ended March 31, 2002. Management believes the balance of $750 thousand will be
adequate to cover the remaining costs of this facility closure.

Operating
profits in the segment were lower in the second quarter this year due to legal costs incurred in connection with the Company's dispute of a contract tender in Australia. For the first half
of the year lower operating profits resulted from these legal costs and the severance costs mentioned above, while the operating profits from transportation system projects remained strong.

Other
profits in the first half were higher last year than in the current year, primarily as a result of the sale of certain marketable securities at a profit last year. Lower interest rates on the
Company's cash investments also contributed to the reduction of other profits this year.

In
June 2001, the Financial Accounting Standards board issued Statements of Financial Accounting Standards No. 141,Business Combinationsand No. 142,Goodwill and Other Intangible Assets.The Company began applying the new rules on accounting for goodwill and other intangible
assets effective October 1, 2001. If the nonamortization provisions of Statement 142 had been in effect last year it would have resulted in an increase in net income for the
three-and six-month periods ended March 31, 2001 of $437 thousand ($.01 per share) and $873 thousand ($.03 per share), respectively, after applicable
income taxes.

Liquidity and Capital Resources

Operating
activities for the first half of the year resulted in somewhat negative cash flows, primarily due to an increase in long-term contract accounts receivable in the defense segment
and inventories in the transportation segment. These increases represent normal fluctuations due to the timing of customer payments and the transfer of inventoried costs to contracts and are expected
to reverse by the end of the fiscal year. As a result, the Company expects that cash flows from operations will be positive for the fiscal year ending September 30, 2002.

The
building acquisition mentioned above was the primary cause of a use of cash from investing activities during the first half of the fiscal year. The only significant financing activity in the first
six months of the year was the payment of a semi-annual cash dividend to shareholders.

The
Company's financial condition remains strong with working capital of $184 million and a current ratio of 3.0 at March 31, 2002. The Company expects that cash on hand and its unused
debt capacity will be adequate to meet its working capital requirements for the foreseeable future.

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CUBIC CORPORATION  PART IIOTHER INFORMATION

ITEM 2SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The
shareholders ratified a three-for-one split of the Company's stock during a special shareholders meeting held on April 17, 2002. The stock split was effective for
stockholders of record on April 17, 2002 and additional stock certificates were distributed to shareholders on April 30, 2002.

ITEM 6EXHIBITS AND REPORTS ON FORM 8-K



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SIGNATURES

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

|                 |  | CUBIC CORPORATION                                  
|---------------- |  | ---------------------------------------------------
|Date May 1, 2002 |  | /s/W. W. BOYLEW. W. Boyle
Vice President and CFO   
|Date May 1, 2002 |  | /s/T. A. BAZT. A. Baz
Vice President and Controller

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