**UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549**

**FORM 10-Q**

**QUARTERLYREPORT**

**Pursuant toSection 13 or 15(d) of the Securities Exchange Act of 1934**

**For theQuarter Ended March 31, 2007**

**1-8931**Commission File Number

##### **CUBICCORPORATION**Exact Name of Registrant as Specified in its Charter

| **Delaware**            |   | **95-1678055**                   |
|-------------------------|--------|----------------------------------|
| State of  Incorporation |   | IRS Employer  Identification No. |

**9333 Balboa AvenueSan Diego, California 92123**Telephone **(858) 277-6780**

Indicate by checkmark whether the Registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months, and (2) has been subject to such filing requirements for the past 90days.

| Yes x |   | No o |
|-------|--------|------|

Indicate by check mark whether the registrant is a large acceleratedfiler, an accelerated filer, or a non-accelerated filer (as defined in Rule12b-2 of the Exchange Act).

| Large accelerated filer o |   | Accelerated  filer x |   | Non-accelerated  filer o |
|---------------------------|--------|----------------------|--------|--------------------------|

Indicate by check mark whether the registrant is a shell company (asdefined in Rule 12-b-2 of the Exchange Act).

| Yes o |   | No x |
|-------|--------|------|

Asof April 27, 2007, registrant had only one class of common stock of which therewere 26,719,663 shares outstanding (after deducting 8,945,066 shares held astreasury stock).

 

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**PART I — FINANCIAL INFORMATION**

ITEM 1 — FINANCIAL STATEMENTS

### **CUBIC CORPORATION**

CONDENSED CONSOLIDATEDSTATEMENTS OF INCOME (UNAUDITED)

(amounts in thousands, exceptper share data)
| ** **                                     | ** ** | **Six Months Ended**                                                  | ** ** | **Three Months Ended** | ** ** |
|------------------------------------------------|------------|---------------------------------------------------------------------------------|------------|----------------------------------|------------|
| ** **                                     | ** ** | **March 31,**                                                              | ** ** | **March 31,**               | ** ** |
| ** **                                     | ** ** | **2007**                                                                        | ** ** | **2006**                         | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **                                     | ** ** | **(amounts in thousands, except per share data)** | ** ** |
| Net sales:                                     |       |                                                                            |       |                             |       |   |   |   |   |
| Products                                       |       | $                                                                               | 253,443    |                             | $          | 245,944 |   | $ | 132,484 |   | $ | 121,354 |   |
| Services                                       |       | 179,533                                                                         |       | 155,736                          |       | 97,557 |   | 85,285 |   |
|                                           |       | 432,976                                                                         |       | 401,680                          |       | 230,041 |   | 206,639 |   |
| Costs and expenses:                            |       |                                                                            |       |                             |       |   |   |   |   |
| Products                                       |       | 206,805                                                                         |       | 213,224                          |       | 107,716 |   | 109,035 |   |
| Services                                       |       | 148,413                                                                         |       | 127,257                          |       | 80,249 |   | 69,286 |   |
| Selling, general  and administrative           |       | 46,917                                                                          |       | 46,962                           |       | 23,707 |   | 24,591 |   |
| Research and  development                      |       | 1,351                                                                           |       | 4,146                            |       | 570 |   | 2,202 |   |
|                                           |       | 403,486                                                                         |       | 391,589                          |       | 212,242 |   | 205,114 |   |
|                                           |       |                                                                            |       |                             |       |   |   |   |   |
| Operating income                               |       | 29,490                                                                          |       | 10,091                           |       | 17,799 |   | 1,525 |   |
|                                           |       |                                                                            |       |                             |       |   |   |   |   |
| Other income (expense):                        |       |                                                                            |       |                             |       |   |   |   |   |
| Gain on sale of  investment real estate        |       | —                                                                          |       | 7,237                            |       | — |   | — |   |
| Interest and  dividends                        |       | 898                                                                             |       | 651                              |       | 464 |   | 405 |   |
| Interest expense                               |       | (1,476                                                                          | )          | (2,216                           | )          | (732 | ) | (1,358 | ) |
| Other income                                   |       | 530                                                                             |       | 619                              |       | 48 |   | (41 | ) |
| Minority  interest in loss of subsidiary       |       | 394                                                                             |       | 656                              |       | 132 |   | 398 |   |
|                                           |       |                                                                            |       |                             |       |   |   |   |   |
| Income before income  taxes                    |       | 29,836                                                                          |       | 17,038                           |       | 17,711 |   | 929 |   |
|                                           |       |                                                                            |       |                             |       |   |   |   |   |
| Income taxes                                   |       | 10,300                                                                          |       | 5,800                            |       | 6,500 |   | 200 |   |
|                                           |       |                                                                            |       |                             |       |   |   |   |   |
| Net income                                     |       | $                                                                               | 19,536     |                             | $          | 11,238 |   | $ | 11,211 |   | $ | 729 |   |
|                                           |       |                                                                            |       |                             |       |   |   |   |   |
| Basic and diluted net  income per common share |       | $                                                                               | 0.73       |                             | $          | 0.42 |   | $ | 0.42 |   | $ | 0.03 |   |
|                                           |       |                                                                            |       |                             |       |   |   |   |   |
| Dividends per common  share                    |       | $                                                                               | 0.09       |                             | $          | 0.09 |   | $ | 0.09 |   | $ | 0.09 |   |
|                                           |       |                                                                            |       |                             |       |   |   |   |   |
| Average number of common shares outstanding    |       | 26,720                                                                          |       | 26,720                           |       | 26,720 |   | 26,720 |   |

 

*See accompanying notes.*

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**CUBIC CORPORATION**

CONDENSED CONSOLIDATED BALANCESHEETS

(in thousands)
| ** **                                      | ** ** | **March 31,** | ** ** | **September 30,**         | ** ** |
|-------------------------------------------------|------------|--------------------|------------|--------------------------------|------------|
| ** **                                      | ** ** | **2007**           | ** ** | **2006**                       | ** ** |
| ** **                                      | ** ** | **(Unaudited)**    | ** ** | **(See note below)** | ** ** |
| **ASSETS**                                      | ** ** | ** **         | ** ** | ** **                     | ** ** |
| Current assets:                                 |       |               |       |                           |       |
| Cash and cash  equivalents                      |       | $                  | 62,368     |                           | $          | 42,380 |   |
| Short-term  investments                         |       | 8,426              |       | 8,874                          |       |
| Accounts  receivable - net                      |       | 314,275            |       | 330,447                        |       |
| Inventories                                     |       | 21,885             |       | 20,209                         |       |
| Deferred income  taxes and other current assets |       | 30,477             |       | 36,159                         |       |
| Total current assets                            |       | 437,431            |       | 438,069                        |       |
|                                            |       |               |       |                           |       |
| Long-term contract  receivables                 |       | 17,800             |       | 2,200                          |       |
| Property, plant and  equipment - net            |       | 54,641             |       | 54,564                         |       |
| Goodwill                                        |       | 35,458             |       | 34,750                         |       |
| Other assets                                    |       | 17,820             |       | 18,488                         |       |
|                                            |       | $                  | 563,150    |                           | $          | 548,071 |   |
|                                            |       |               |       |                           |       |
| **LIABILITIES AND SHAREHOLDERS’  EQUITY**  | ** ** | ** **         | ** ** | ** **                     | ** ** |
| Current liabilities:                            |       |               |       |                           |       |
| Short-term  borrowings                          |       | $                  | —     |                           | $          | 10,000 |   |
| Trade accounts  payable                         |       | 19,772             |       | 23,240                         |       |
| Customer  advances                              |       | 56,611             |       | 43,752                         |       |
| Other current  liabilities                      |       | 63,434             |       | 64,095                         |       |
| Accrued pension  liability                      |       | 8,262              |       | 6,283                          |       |
| Income taxes  payable                           |       | 6,157              |       | 7,099                          |       |
| Current portion  of long-term debt              |       | 6,112              |       | 6,078                          |       |
| Total current  liabilities                      |       | 160,348            |       | 160,547                        |       |
|                                            |       |               |       |                           |       |
| Long-term debt                                  |       | 32,762             |       | 38,159                         |       |
| Accrued pension  liability                      |       | 17,368             |       | 18,208                         |       |
| Deferred compensation                           |       | 7,715              |       | 7,565                          |       |
| Minority interest                               |       | —             |       | 366                            |       |
|                                            |       |               |       |                           |       |
| Shareholders’ equity:                      |       |               |       |                           |       |
| Common stock                                    |       | 234                |       | 234                            |       |
| Additional  paid-in capital                     |       | 12,123             |       | 12,123                         |       |
| Retained  earnings                              |       | 355,654            |       | 338,523                        |       |
| Accumulated  other comprehensive income         |       | 13,015             |       | 8,415                          |       |
| Treasury stock  at cost                         |       | (36,069            | )          | (36,069                        | )          |
|                                            |       | 344,957            |       | 323,226                        |       |
|                                            |       | $                  | 563,150    |                           | $          | 548,071 |   |

 

*Note: The balance sheet at September 30, 2006 has been derived from theaudited financial statements at that date.*

# *See accompanying notes.*

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**CUBIC CORPORATION**

CONDENSED CONSOLIDATEDSTATEMENTS OF CASH FLOWS (UNAUDITED)

(in thousands)
| ** **                                                                                   | ** ** | **Six Months Ended  March 31,** | ** ** | **Three Months Ended  March 31,** | ** ** |
|----------------------------------------------------------------------------------------------|------------|------------------------------------------------|------------|--------------------------------------------------|------------|
| ** **                                                                                   | ** ** | **2007**                                       | ** ** | **2006**                                         | ** ** | **2007** | ** ** | **2006** | ** ** |
| Operating  Activities:                                                                       |       |                                           |       |                                             |       |   |   |   |   |
| Net income                                                                                   |       | $                                              | 19,536     |                                             | $          | 11,238 |   | $ | 11,211 |   | $ | 729 |   |
| Adjustments to reconcile net income to net cash  provided by (used in) operating activities: |       |                                           |       |                                             |       |   |   |   |   |
| Depreciation and amortization                                                                |       | 4,520                                          |       | 4,600                                            |       | 2,179 |   | 2,282 |   |
| Gain on sale of investment real estate                                                       |       | —                                         |       | (7,237                                           | )          | — |   | — |   |
| Changes in operating assets and liabilities                                                  |       | 13,609                                         |       | (14,271                                          | )          | 28,931 |   | 12,576 |   |
| NET CASH  PROVIDED BY (USED IN) OPERATING ACTIVITIES                                         |       | 37,665                                         |       | (5,670                                           | )          | 42,321 |   | 15,587 |   |
|                                                                                         |       |                                           |       |                                             |       |   |   |   |   |
| Investing  Activities:                                                                       |       |                                           |       |                                             |       |   |   |   |   |
| Net additions to property, plant and equipment                                               |       | (3,326                                         | )          | (5,630                                           | )          | (1,470 | ) | (3,252 | ) |
| Proceeds from sale of investment real estate                                                 |       | —                                         |       | 8,028                                            |       | — |   | — |   |
| Change in short-term investments, net                                                        |       | 448                                            |       | —                                           |       | (8,426 | ) | — |   |
| NET CASH  PROVIDED BY (USED IN) INVESTING ACTIVITIES                                         |       | (2,878                                         | )          | 2,398                                            |       | (9,896 | ) | (3,252 | ) |
|                                                                                         |       |                                           |       |                                             |       |   |   |   |   |
| Financing  Activities:                                                                       |       |                                           |       |                                             |       |   |   |   |   |
| Change in short-term borrowings, net                                                         |       | (10,000                                        | )          | 8,698                                            |       | — |   | 9,699 |   |
| Principal payments on long-term borrowings                                                   |       | (5,764                                         | )          | (5,428                                           | )          | (168 | ) | — |   |
| NET CASH  PROVIDED BY (USED IN) FINANCING ACTIVITIES                                         |       | (15,764                                        | )          | 3,270                                            |       | (168 | ) | 9,699 |   |
|                                                                                         |       |                                           |       |                                             |       |   |   |   |   |
| Effect of  exchange rates on cash                                                            |       | 965                                            |       | (1,562                                           | )          | 348 |   | (862 | ) |
|                                                                                         |       |                                           |       |                                             |       |   |   |   |   |
| NET INCREASE  (DECREASE) IN CASH AND CASH EQUIVALENTS                                        |       | 19,988                                         |       | (1,564                                           | )          | 32,605 |   | 21,172 |   |
|                                                                                         |       |                                           |       |                                             |       |   |   |   |   |
| Cash and cash  equivalents at the beginning of the period                                    |       | 42,380                                         |       | 48,860                                           |       | 29,763 |   | 26,124 |   |
|                                                                                         |       |                                           |       |                                             |       |   |   |   |   |
| CASH AND CASH  EQUIVALENTS AT THE END OF THE PERIOD                                          |       | $                                              | 62,368     |                                             | $          | 47,296 |   | $ | 62,368 |   | $ | 47,296 |   |

 

# *See accompanying notes.*

 

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# **CUBIC CORPORATION**

NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS

(UNAUDITED)

March 31, 2007

**Note1 — Basis for Presentation**

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

In the opinion of management, all adjustments considered necessary fora fair presentation have been included. Operating results for the three and sixmonth periods ended March 31, 2007 are not necessarily indicative of theresults that may be expected for the year ending September 30, 2007. Forfurther information, refer to the consolidated financial statements andfootnotes thereto included in the Company’s annual report on Form 10-K for theyear ended September 30, 2006.

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

### **Note 2 — Balance Sheet Details**

Thecomponents of accounts receivable are as follows (in thousands):
| ** **                                | ** ** | **March 31,** | ** ** | **September 30,** | ** ** |
|-------------------------------------------|------------|--------------------|------------|------------------------|------------|
| ** **                                | ** ** | **2007**           | ** ** | **2006**               | ** ** |
| ** **                                | ** ** | **(unaudited)**    | ** ** | ** **             | ** ** |
| Trade and other  receivables              |       | $                  | 12,734     |                   | $          | 15,686 |   |
| Long-term contracts:                      |       |               |       |                   |       |
| Billed                                    |       | 76,698             |       | 71,215                 |       |
| Unbilled                                  |       | 247,912            |       | 250,832                |       |
| Allowance for doubtful  accounts          |       | (5,269             | )          | (5,086                 | )          |
| Total accounts  receivable                |       | 332,075            |       | 332,647                |       |
| Less estimated amounts  not currently due |       | (17,800            | )          | (2,200                 | )          |
| Current accounts  receivable              |       | $                  | 314,275    |                   | $          | 330,447 |   |

 

The amount classified asnot currently due is an estimate of the amount of long-term contract accountsreceivable that will not be collected within one year from March 31, 2007 undertransportation systems contracts in the U.S., Australia and the U.K. and adefense contract in Canada. The non-current balance at September 30, 2006represented non-current amounts due from one transportation systems contract inthe U.K.

5

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Inventories consist ofthe following (in thousands):
| ** **                                                       | ** ** | **March 31,  2007** | ** ** | **September 30,  2006** | ** ** |
|------------------------------------------------------------------|------------|--------------------------|------------|------------------------------|------------|
| ** **                                                       | ** ** | **(unaudited)**          | ** ** | ** **                   | ** ** |
| Finished products                                                |       | $                        | 666        |                         | $          | 563 |   |
| Work in process and  inventoried costs under long-term contracts |       | 17,720                   |       | 16,194                       |       |
| Raw material and  purchased parts                                |       | 3,499                    |       | 3,452                        |       |
| Total inventories                                                |       | $                        | 21,885     |                         | $          | 20,209 |   |

 

At March 31, 2007, workin process and inventoried costs under long-term contracts includesapproximately $8.2 million in costs incurred in advance of contract award oroutside the scope of work on several contracts, primarily in the defensesegment. Such costs were $7.7 million as of September 30, 2006.  Management believes it is probable that thesecosts, plus appropriate profit margin, will be recovered under contract changeorders or upon the award of new contracts within the next year.

###### **Note 3 — Comprehensive Income**

Comprehensive income is asfollows (in thousands):
| ** **                                 | ** ** | **Six Months Ended  March 31,** | ** ** | **Three Months Ended  March 31,** | ** **    |
|--------------------------------------------|------------|------------------------------------------------|------------|--------------------------------------------------|---------------|
| ** **                                 | ** ** | **2007**                                       | ** ** | **2006**                                         | ** **    | **2007** | ** ** | **2006** | ** ** |
|                                       |       |                                           |       |                                             |          |   |   |   |   |
| Net income                                 |       | $                                              | 19,536     |                                             |  $11,238 |   | $  | 11,211 |   | $ | 729 |   |
| Foreign currency  translation adjustments  |       | 4,607                                          |       | (3,006                                           | )             | 487 |   | (261 | ) |
| Net unrealized  loss from cash flow hedges |       | (7                                             | )          | (8                                               | )             | (18 | ) | (13 | ) |
| Comprehensive income                       |       | $                                              | 24,136     |                                             | $             | 8,224 |   | $ | 11,680 |   | $ | 455 |   |
|                                            |            |                                                |            |                                                  |               |  |  |  |  |  |  |  |  |

 

**Note 4 — Dividend**

On February 20, 2007, theBoard of Directors declared a 9 cents per common share dividend payable onApril 20, 2007, to shareholders of record at the close of business on March 30,2007. The $2.4 million dividend payable is included in other currentliabilities as of March 31, 2007.

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### **Note 5 — Segment Information**

Business segment financialdata is as follows (in millions):
| ** **                    | ** ** | **Six Months Ended  March 31,** | ** ** | **Three Months Ended  March 31,** | ** ** |
|-------------------------------|------------|------------------------------------------------|------------|--------------------------------------------------|------------|
| ** **                    | ** ** | **2007**                                       | ** ** | **2006**                                         | ** ** | **2007** | ** ** | **2006** | ** ** |
| **Sales:**                    |       |                                           |       |                                             |       |   |   |   |   |
| Defense                       |       | $                                              | 308.1      |                                             | $          | 272.7 |   | $ | 164.8 |   | $ | 145.2 |   |
| Transportation  systems       |       | 118.0                                          |       | 121.5                                            |       | 62.0 |   | 57.8 |   |
| Corporate and  other          |       | 6.9                                            |       | 7.5                                              |       | 3.2 |   | 3.6 |   |
| Total sales                   |       | $                                              | 433.0      |                                             | $          | 401.7 |   | $ | 230.0 |   | $ | 206.6 |   |
| **Operating  income (loss):** |       |                                           |       |                                             |       |   |   |   |   |
| Defense                       |       | $                                              | 21.4       |                                             | $          | 11.1 |   | $ | 11.9 |   | $ | 5.2 |   |
| Transportation  systems       |       | 9.2                                            |       | 0.4                                              |       | 6.9 |   | (2.8 | ) |
| Corporate and  other          |       | (1.1                                           | )          | (1.4                                             | )          | (1.0 | ) | (0.9 | ) |
| Total operating  income       |       | $                                              | 29.5       |                                             | $          | 10.1 |   | $ | 17.8 |   | $ | 1.5 |   |

 

### **Note 6 — Financing Arrangements**

TheCompany has a committed five-year revolving credit agreement with a group offinancial institutions in the amount of $150 million, expiring in March 2010.As of March 31, 2007, there were no borrowings under this agreement; however,there were letters of credit outstanding under the agreement totaling $11.3million.

### **Note 7 — Pension Plans**

The components of netperiodic pension benefits costs are as follows (in thousands):
| ** **                      | ** ** | **Six Months Ended  March 31,** | ** ** | **Three Months Ended  March 31,** | ** ** |
|---------------------------------|------------|------------------------------------------------|------------|--------------------------------------------------|------------|
| ** **                      | ** ** | **2007**                                       | ** ** | **2006**                                         | ** ** | **2007** | ** ** | **2006** | ** ** |
| Service cost                    |       | $                                              | 3,368      |                                             | $          | 4,128 |   | $ | 1,114 |   | $ | 2,073 |   |
| Interest cost                   |       | 4,812                                          |       | 4,366                                            |       | 2,406 |   | 2,189 |   |
| Expected return  on plan assets |       | (5,688                                         | )          | (4,804                                           | )          | (2,844 | ) | (2,408 | ) |
| Amortization of:                |       |                                           |       |                                             |       |   |   |   |   |
| Prior service cost              |       | 6                                              |       | 15                                               |       | 3 |   | 7 |   |
| Actuarial loss                  |       | 236                                            |       | 1,081                                            |       | 118 |   | 542 |   |
| Administrative  expenses        |       | 50                                             |       | 50                                               |       | 25 |   | 25 |   |
| Net pension cost                |       | $                                              | 2,784      |                                             | $          | 4,836 |   | $ | 822 |   | $ | 2,428 |   |

 

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### **Note 8 — New Accounting Pronouncements**

In July 2006, the Financial Accounting Standards Board issuedInterpretation No. 48, *Accounting forUncertainty in Income Taxes*(FIN 48), which is effective for fiscalyears beginning after December 31, 2006. The purpose of FIN 48 is to clarifyand set forth consistent rules for accounting for uncertain tax positions inaccordance with FAS 109, *Accounting forIncome Taxes*. The cumulative effect of applying the provisions ofthis interpretation is required to be reported separately as an adjustment tothe opening balance of retained earnings in the year of adoption. Management isin the process of reviewing and evaluating FIN 48, and therefore the ultimateimpact of its adoption is not yet known.

In September 2006, the Financial AccountingStandards Board published FASB Statement of Financial Accounting Standards(SFAS) No. 158 (SFAS 158), **Employers’ Accounting for Defined Benefit Pension andOther Postretirement Plans,**to require an employer to fullyrecognize the obligations associated with single-employer defined benefitpension, retiree healthcare, and other postretirement plans in their financialstatements. The new standard will be effective for the Company as of the end ofthe current fiscal year ending September 30, 2007. Under SFAS 158 , the Companywill recognize in its balance sheet an asset for each plan’s overfunded statusor a liability for each plan’s underfunded status and recognize, as a componentof other comprehensive income, the changes in the funded status of the plansthat arise during the year but are not recognized as components of net periodicbenefit cost. The measurement date provisions of SFAS 158 will have no impacton the Company’s financial statements because the Company already uses thebalance sheet date as the measurement date for its defined benefit pensionplans. Adoption of the statement will also have no impact on the Company’sConsolidated Statements of Income. It is not possible at this time to determinewhat impact adoption of the statement will have on the Consolidated BalanceSheet and on Other Comprehensive Income as of, and for the year ending,September 30, 2007. However, adoption of the statement would have had thefollowing incremental effects on the Consolidated Balance Sheet as of September30, 2006 (in thousands):
| ** **                                      | ** ** | **Before  Adoption** | ** ** | **Effect of  Adoption** | ** ** | **After  Adoption** | ** ** |
|-------------------------------------------------|------------|----------------------|------------|------------------------------|------------|---------------------|------------|
| Balance Sheet  Line Item at September 30, 2006: |       |                 |       |                         |       |                |       |
| OTHER ASSETS  (non-current)                     |       |                 |       |                         |       |                |       |
| Deferred income taxes                           |       | $                    | 7,360      |                         | 2,682      |                | 10,042     |   |
| OTHER CURRENT  LIABILITIES                      |       |                 |       |                         |       |                |       |
| Accrued pension liability                       |       | 6,283                |       | —                       |       | 6,283               |       |
| OTHER  LIABILITIES (non-current)                |       |                 |       |                         |       |                |       |
| Accrued pension liability                       |       | 18,208               |       | 7,664                        |       | 25,872              |       |
| SHAREHOLDER’S  EQUITY                      |       |                 |       |                         |       |                |       |
| Accumulated  other comprehensive income         |       | 8,415                |       | (4,982                       | )          | 3,433               |       |
|                                                 |            |                      |            |                              |            |                     |            |  |

 

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### **CUBIC CORPORATION**

ITEM 2 - MANAGEMENT’S DISCUSSIONAND ANALYSIS OF FINANCIAL

CONDITIONAND RESULTS OF OPERATIONS

March31, 2007

Our two primary businesses are in the defense and transportation industries. These are high technology businesses that design, manufacture and integrate complex systems and provide essential services to meet the needs of various federal and regional government agencies in the U.S. and other nations around the world.

Cubic Defense Applications is a diversified supplierof constructive, live and virtual military training systems, services andcommunication systems and products to the U.S. Department of Defense, othergovernment agencies and allied nations. We design instrumented range systemsfor fighter aircraft, armored vehicles and infantry force-on-force livetraining; weapons effects simulations; laser-based tactical engagement andvirtual simulation systems; and precision gunnery solutions. Our services arefocused on training mission support,computer simulation training, distributed interactive simulation, developmentof military training doctrine, force modernization services for NATOentrants and field operations andmaintenance. Our communications products are aimed at intelligence,surveillance, and search and rescue markets.

Cubic Transportation Systems develops and deliversinnovative fare collection systems for public transit authoritiesworldwide.  We provide hardware, softwareand multi-agency, multimodal transportation integration technologies andservices that allow the agencies to efficiently collect fares, manage theiroperations, reduce shrinkage and make using public transit a more convenientand attractive option for commuters.

**Consolidated Overview**

Sales for the quarter ended March 31, 2007 increased 11% to $230.0million compared to $206.6 million in the same quarter last year. Most of thesales growth came from the defense segment; however, transportation systemssales increased for the quarter as well. Operating income increasedsignificantly to $17.8 million in the quarter compared to $1.5 million in thesecond quarter last year. The improvement in the quarter came from bothsegments, as defense operating income more than doubled while transportationsystems generated operating income for the quarter compared to an operatingloss in the second quarter last year. Approximately $5.1 million of theincrease in sales and operating income came from previously disputed amounts thatwere settled with our customers during the quarter. Of this amount, $1.2million was from defense and $3.9 million from transportation systemscontracts.

Salesincreased to $433.0 million for the first six months of the fiscal yearcompared to $401.7 million for the first six months of 2006, an increase of 8%.All of the sales increase came from the defense segment, while transportationsystems sales decreased slightly. Operating income for the first six months ofthe fiscal year nearly tripled, increasing from $10.1 million in 2006 to $29.5million this year. The operating income improvement came from both segments,with defense operating income increasing by more than $10 million andtransportation systems by nearly $9 million compared to the first half of 2006.See the segment discussions following for further analysis of segment sales andoperating income.

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Net income for the second quarter of fiscal 2007 was $11.2 million, or42 cents per share, compared to $0.7 million, or 3 cents per share, last yeardue to the significant improvement in operating income. For the firstsix months of the year, net income increased to $19.5 million, or 73 cents pershare, from $11.2 million, or 42 cents per share last year. This year’s netincome for the first six months was primarily from operations, while last year’snet income included a gain on the sale of real estate of approximately $4.3 million, after applicable income taxes, orabout 16 cents per share.

In December 2006, the U.S. Congress reinstated the Research andExperimentation (R&E) credit retroactive to January 1, 2006. As a result,we recorded a tax benefit of approximately $0.5 million (2 cents per share) inthe first quarter of fiscal 2007 that represents the expected R&E creditfor the nine-month period ended September 30, 2006, which was not previouslyreflected in our operating results.

Selling, general and administrative (SG&A) expenses in the secondfiscal quarter were consistent with last year, decreasing slightly from $24.6million in the second quarter last year to $23.7 million this year anddecreasing as a percentage of sales from 11.9% to 10.3%. SG&A expenses inthe defense segment were nearly the same as last year for the second quarterand decreased slightly in the transportation systems segment. For the first sixmonths of the year SG&A expenses were virtually the same as last year, witha small increase in defense and a small decrease in transportation systemsSG&A. Research and development expense decreased in the first half this fiscalyear compared to last year due primarily to the completion of a project at theend of fiscal 2006 for the development of new weapons simulations systemsfor the small arms training systems product line. In addition, research anddevelopment efforts this year have been focused primarily on customer fundedprograms rather than company sponsored programs.

Our projected effective tax rate for fiscal 2007 is 35.1%; however, asmentioned above, the retroactive reinstatement of the U.S. R&E creditreduced the first quarter provision by about $0.5 million, thereby reducing thetax rate for the first half of the year. The projected effective rate forfiscal 2007 is higher than last year’s first half effective rate of 34.0%because we are now providing taxes on earnings in the U.K. at the higher U.S.rate as we do not consider the earnings to be permanently reinvested; however,this increase is partially offset by the estimated R&E credit we expect torealize in fiscal 2007. The effective rate for fiscal 2007 could be affectedby, among other factors, the mix of business between the U.S. and foreignjurisdictions, our ability to take advantage of available tax credits andaudits of our records by taxing authorities.

 

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**Defense Segment**

Our Training Systems Business Unit (TSBU) has recently changed its nameto Readiness Systems Business Unit (RSBU) which we believe reflects defensemarket trends and our broadening capabilities. Readiness Systems betterdescribes the market we serve and encompasses not only our heritage in trainingsystems and products, but the value and opportunities for these systems andunderlying technologies to transition into operational equipment. The followingtable has been updated to reflect this name change:
| ** **                             | ** ** | **Six Months Ended  March 31,** | ** ** | **Three Months Ended  March 31,** | ** ** |
|----------------------------------------|------------|------------------------------------------------|------------|--------------------------------------------------|------------|
| ** **                             | ** ** | **2007**                                       | ** ** | **2006**                                         | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **                             | ** ** | **(in millions)**                         | ** ** |
| **Defense Segment Sales**              |       |                                           |       |                                             |       |   |   |   |   |
| Communications and  electronics (CEBU) |       | $                                              | 29.3       |                                             | $          | 32.9 |   | $ | 14.5 |   | $ | 17.1 |   |
| Readiness systems  (RSBU)              |       | 126.0                                          |       | 112.9                                            |       | 67.0 |   | 55.4 |   |
| Mission support  services (MSBU)       |       | 148.0                                          |       | 123.4                                            |       | 80.9 |   | 71.0 |   |
| Tactical systems and  other            |       | 4.8                                            |       | 3.5                                              |       | 2.4 |   | 1.7 |   |
|                                   |       | $                                              | 308.1      |                                             | $          | 272.7 |   | $ | 164.8 |   | $ | 145.2 |   |
| **Defense Segment Operating  Income**  |       |                                           |       |                                             |       |   |   |   |   |
| Communications and  electronics (CEBU) |       | $                                              | 1.0        |                                             | $          | 2.2 |   | $ | — |   | $ | 1.9 |   |
| Readiness systems  (RSBU)              |       | 8.1                                            |       | —                                           |       | 4.1 |   | (2.0 | ) |
| Mission support  services (MSBU)       |       | 13.4                                           |       | 10.1                                             |       | 8.4 |   | 6.1 |   |
| Tactical systems and  other            |       | (1.1                                           | )          | (1.2                                             | )          | (0.6 | ) | (0.8 | ) |
|                                   |       | $                                              | 21.4       |                                             | $          | 11.1 |   | $ | 11.9 |   | $ | 5.2 |   |

 

Defense segment sales in the second quarter increased 13%to $164.8 million this year from $145.2 million last year. The growth in salescame from both RSBU and MSBU, while CEBU sales decreased compared to the secondquarter last year. The caption “Tactical systems and other” in the tableabove includes operating results of our 50% owned joint venture company as wellas advanced programs for the development of new defense technologies.

Operating income in thedefense segment more than doubled in the second quarter this year to $11.9million from $5.2 million last year. The biggest improvement came from RSBU,which had incurred an operating loss in the second quarter last year. Operatingincome from MSBU also increased in this year’s second quarter, while operatingincome from CEBU decreased to break-even. The tactical systems joint venture company incurred an operating lossof approximately $0.4 million in the second quarter this year compared to $0.9million last year. Operating income amounts in the above table for the threeand six-month periods ended March 31, 2006 have been revised from previousreports to conform to the current method of allocating corporate costs to thebusiness units.

**Communications and Electronics (CEBU)**

Sales from CEBU were $14.5 million in the second quarterof fiscal 2007 compared to $17.1 million in the same quarter last year, a 15%decrease. For the first six months of the fiscal year, CEBU salesdecreased 11% from $32.9 million in 2006 to $29.3 million this year. Sales increased fromcontracts for the supply of data links for unmanned aerial vehicles in the U.K., however, other 

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data link sales decreased, as well as sales of personnellocator systems and surveillance receivers.

CEBU operating incomedecreased from $1.9 million in the second quarter last year to break-even thisyear. For the six-month period, operating income decreased from $2.2 million in2006 to $1.0 million this year. Cost growth in the second quarter of $1.1million on a contract for the development of a new data link system was theprimary reason for the decrease for both the three and six-month periods.Decreased sales and profit margins from other data link contracts and personnellocator systems also contributed to the decrease. Partially offsetting thesedecreases was an improvement in operating income from the communicationproducts division, which sells power amplifiers and receivers.

**Readiness Systems (RSBU)**

RSBU sales increased from $55.4 million in the secondquarter last year to $67.0 million this year, a 21% increase. For the six-monthperiod, sales increased 12% from $112.9 million last year to $126.0 millionthis year. New task orders for development of the next generation air combattraining system in addition to a new contract for an Australian air combattraining system resulted in higher air combat training sales. Sales from groundcombat training systems also increased slightly due primarily to increasedsales of laser engagement training and IHITS systems. Delayed U.S. governmentfunding for small arms training systems in 2006 resulted in lower sales fromthat product line for the three and six-month periods this year.

Readiness systemsoperating results improved from an operating loss of $2.0 million in the secondquarter last year to operating profit of $4.1 million this year. For thesix-month period, operating income increased from break-even in 2006 to $8.1million this year due to higher profits from both air and ground combattraining systems. In the second quarter last year, a contract under which weare developing a ground combat training system for a foreign customer hadexperienced cost growth, resulting in the operating loss. This year the groundcombat training product line generated operating income for both the three andsix-month periods.  The increase thisyear in air combat training sales helped to improve operating income from thisproduct line for both the second quarter and first half of the year. Inaddition, operating income from small arms training systems improved this year dueto completion of the development of new weapons simulations systems. Furtheradding to the profit improvement in RSBU for both the three and six-monthperiods was the settlement of a previously disputed amount on a contractcompleted in the mid-1990’s, totaling $1.2 million.

**Mission Support Services (MSBU)**

MSBU sales increased 14% to $80.9 million in the secondquarter this year, compared to $71.0 million last year. For the first half ofthe fiscal year, MSBU sales increased 20%, from 123.4 million in 2006 to $148.0million this year. Higher sales from battlefield simulation support activities,contracts for modeling the effects of weapons of mass destruction and fromother mission support activities contributed to the increase in sales.

Mission support services operating incomeincreased from $6.1 million in the second quarter last year to $8.4 millionthis year, while operating income for the first six months of the year improvedfrom $10.1 million in 2006 to $13.4 million this year. The increase wasprimarily due to the increase in sales volume, although profit margins improvedon several battlefield simulation support contracts and on contracts formodeling the effects of weapons of mass destruction.

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**TransportationSystems Segment**
| ** **                               | ** ** | **Six Months Ended  March 31,** | ** ** | **Three Months Ended  March 31,** | ** ** |
|------------------------------------------|------------|------------------------------------------------|------------|--------------------------------------------------|------------|
| ** **                               | ** ** | **2007**                                       | ** ** | **2006**                                         | ** ** | **2007** | ** ** | **2006** | ** ** |
| ** **                               | ** ** | **(in millions)**                         | ** ** |
|                                     |       |                                           |       |                                             |       |   |   |   |   |
| Transportation  Segment Sales            |       | $                                              | 118.0      |                                             | $          | 121.5 |   | $ | 62.0 |   | $ | 57.8 |   |
|                                     |       |                                           |       |                                             |       |   |   |   |   |
| Transportation Segment  Operating Income |       | $                                              | 9.2        |                                             | $          | 0.4 |   | $ | 6.9 |   | $ | (2.8 | ) |

 

Transportationsegment sales increased 7% from $57.8 million in the second quarter last yearto $62.0 million this year. This increase all came from European operations andwas primarily due to the strengthening of the British Pound vs. the U.S.Dollar. For the first six months of the fiscal year, sales decreased 3% from$121.5 million to $118.0 million. As anticipated, this decrease resultedprimarily from lower sales on system installation contracts in North Americaand Australia. Sales from a contract in Sweden were also lower during the firsthalf of the fiscal year due to a delay in progress on the program during thefirst quarter. Activity on other contracts in Europe increased for the firsthalf of this year, more than offsetting this decrease. In addition, the strongBritish Pound caused the dollar value of sales in the U.K. to increaseapproximately 11% this year compared to the first half of last year.

Operatingincome from transportationsystems improved to $6.9 million in the second quarter this year, compared toan operating loss of $2.8 million last year. Settlements were reached with twocustomers, adding $4.5 million to operating income in the second quarter thisyear, although we also added $0.6 million to our estimate of costs to completeone of these contracts, yielding a net improvement to operating income of $3.9million from these contract settlements. In addition, operating income from thePrestige contract in London increased by more than $2 million during the secondquarter compared to last year, including bonuses earned for system usage andthe effect of currency exchange rates as described above. These operatingincome improvements were partially offset by growth in estimated costs tocomplete several North American contracts of $4.7 million during the quarter;however, this was an improvement from the second quarter last year, in whichprovisions for contract losses totaling $8.3 million were recorded due to costgrowth.

Forthe six-month period, operating income increased to $9.2 million this year from$0.4 million last year. In addition to the settlement agreements identifiedabove, an agreement was reached during this year’s first quarter with anothercustomer that increased the contract value by $4.1 million; however, this waspartially offset by cost growth on the contract of $2.8 million, resulting in anet increase to operating income of $1.3 million from this contract. The schedule slip on the Sweden program mentionedabove resulted in an increase of approximately $3.9 million in our estimate tocomplete that contract. A loss provision of that amount was recorded in thefirst quarter this year. For the six-month period, operating income from the Prestige contractin London increased nearly $4 million compared to last year, including bonusesearned for system usage and the effect of currency exchange rates, as describedabove.

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**Backlog**

As reflected in the table below, total backlog increased approximately$80 million at March 31, 2007 compared to September 30, 2006. Transportationsystems backlog increased $87 million, while defense backlog decreased $7million during the six-month period. Funded backlog increased by $199 millionduring the period, with transportation systems increasing $87 million anddefense funded backlog increasing by $112 million. Of the increase intransportation systems backlog during the period, approximately $26 million wasthe result of strengthening of the British Pound vs. the U.S. Dollar betweenSeptember 30, 2006 and March 31, 2007.
| ** **                     | ** ** | **March 31,**     | ** ** | **September 30,** | ** ** |
|--------------------------------|------------|------------------------|------------|------------------------|------------|
| ** **                     | ** ** | **2007**               | ** ** | **2006**               | ** ** |
| ** **                     | ** ** | **(in millions)** | ** ** |
| **Total  backlog**             | ** ** | ** **             | ** ** | ** **             | ** ** |
| Transportation systems         |       | $                      | 802.7      |                   | $          | 715.6 |   |
| Defense:                       |       |                   |       |                   |       |
| Communications and electronics |       | 61.6                   |       | 71.9                   |       |
| Training systems               |       | 365.6                  |       | 285.9                  |       |
| Mission support services       |       | 293.1                  |       | 366.4                  |       |
| Tactical systems and other     |       | 35.8                   |       | 38.8                   |       |
| Total defense                  |       | 756.1                  |       | 763.0                  |       |
| Total                          |       | $                      | 1,558.8    |                   | $          | 1,478.6 |   |
|                           |       |                   |       |                   |       |
| **Funded  backlog**            | ** ** | ** **             | ** ** | ** **             | ** ** |
| Transportation systems         |       | $                      | 802.7      |                   | $          | 715.6 |   |
| Defense:                       |       |                   |       |                   |       |
| Communications and electronics |       | 61.6                   |       | 71.9                   |       |
| Training systems               |       | 365.6                  |       | 285.9                  |       |
| Mission support services       |       | 158.1                  |       | 112.2                  |       |
| Tactical systems and other     |       | 35.8                   |       | 38.8                   |       |
| Total defense                  |       | 621.1                  |       | 508.8                  |       |
| Total                          |       | $                      | 1,423.8    |                   | $          | 1,224.4 |   |

 

In defense, the difference between total backlog and funded backlogrepresents options under multi-year service contracts. Funding for thesecontracts comes from annual operating budgets of the U.S. government and theoptions are normally exercised annually. Options for the purchase of additionalsystems or equipment are not included in backlog until exercised nor areindefinite delivery, indefinite quantity contracts until an order is received.

###### **Liquidityand Capital Resources**

Operating activities provided cash of $37.7 millionfor the first half of the fiscal year. In addition to net income for theperiod, customer advances and reductions in accounts receivable and prepaid expensescontributed to the positive cash flows. Positive operating cash flows came fromboth the transportation systems and defense segments, with the majority comingfrom the transportation systems segment.

Investing activities for the six-month period included capitalexpenditures of $3.3 million and 

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$0.4 million in proceeds from the sale of short-term investments.During the first half, we made scheduled payments on our long-term debt of $5.8million and repaid $10.0 million borrowed on a short-term basis.

Ourfinancial condition remains strong with working capital of $277.1 million and acurrent ratio of 2.7 to 1 at March 31, 2007. We expect that cash on hand andour unused lines of credit will be adequate to meet our liquidity requirementsfor the foreseeable future.

**Critical Accounting Policies, Estimates and Judgments**

Our financial statements are prepared in accordance with accounting principles that are generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments 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. We continually evaluate our estimates and judgments, the most critical of which are those related to revenue recognition, income taxes, valuation of goodwill and pension costs. We base our estimates and judgments on historical experience and other factors that we believe to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known.

Besides the estimates identified above that are considered critical, we make many other accounting estimates in preparing our financial statements and related disclosures. All estimates, whether or not deemed critical affect reported amounts of assets, liabilities, revenues and expenses, as well as disclosures of contingent assets and liabilities. These estimates and judgments are also based on historical experience and other factors that are believed to be reasonable under the circumstances. Materially different results can occur as circumstances change and additional information becomes known, even for estimates and judgments that are not deemed critical.

For further information, refer to theconsolidated financial statements and notes thereto included in the Company’sannual report on Form 10-K for the year ended September 30, 2006.

**CAUTIONARY STATEMENT ABOUTFORWARD-LOOKING INFORMATION**

This report,including the documents that we incorporate by reference, containsforward-looking statements within the meaning of Section 21E of the SecuritiesExchange Act of 1934, as amended, that are subject to the “safe harbor” createdby those sections. Any statements about our expectations, beliefs, plans,objectives, assumptions or future events or our future financial and/oroperating performance are not historical and may be forward-looking. These statementsare often, but not always, made through the use of words or phrases such as “may,”“will,” “anticipate,” “estimate,” “plan,” “project,” “continuing,” “ongoing,” “expect,”“believe,” “intend,” “predict,” “potential,” “opportunity” and similar words orphrases or the negatives of these words or phrases.  These statements involve estimates,assumptions and uncertainties, including those discussed in “Risk Factors” in the Company’s annual report on Form 10-K forthe year ended September 30, 2006, and throughout this filing that couldcause actual results to differ materially from those expressed in thesestatements.

Because the riskfactors referred to above could cause actual results or outcomes to differmaterially from those expressed in any forward-looking statements made by us oron our behalf, 

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you should notplace undue reliance on any forward-looking statements.  In addition, past financial and/or operatingperformance is not necessarily a reliable indicator of future performance andyou should not use our historical performance to anticipate results or futureperiod trends.  Further, anyforward-looking statement speaks only as of the date on which it is made, andwe undertake no obligation to update any forward-looking statement to reflectevents or circumstances after the date on which the statement is made or toreflect the occurrence of unanticipated events. New factors emerge from time totime, and it is not possible for us to predict which factors will arise. Inaddition, we cannot assess the impact of each factor on our business or theextent to which any factor, or combination of factors, may cause actual resultsto differ materially from those contained in any forward-looking statements.

ITEM4 — STATEMENT ON DISCLOSURE CONTROLS AND PROCEDURES.

We maintain disclosurecontrols and procedures, including internal control over financial reporting,which are designed to ensure that information required to be disclosed in ourperiodic filings with the SEC is reported within the time periods specified inthe SEC’s rules and forms, and to provide reasonable assurance that assets aresafeguarded and transactions are properly executed and recorded. Our disclosurecontrols and procedures are also designed to ensure that information isaccumulated and communicated to our management, including our Chief ExecutiveOfficer (CEO) and Chief Financial Officer (CFO), as appropriate, to allowtimely decisions regarding required disclosure. In designing and evaluatingsuch controls and procedures, we recognize that any controls and procedures, nomatter how well designed and operated, can provide only reasonable assurance ofachieving the desired control objectives, and management necessarily isrequired to use its judgment in evaluating the cost-benefit relationship ofpossible controls and procedures.

We routinely review our system of internalcontrol over financial reporting and make changes to our processes and systemsto improve controls and increase efficiency, while ensuring that we maintain aneffective internal control environment. Changes may include such activities asimplementing new, more efficient systems and migrating certain processes fromour operating units to our corporate shared service center. In addition, if weacquire new businesses, we will review the controls and procedures of theacquired business as part of our integration activities.

We performed an evaluation of theeffectiveness of our disclosure controls and procedures as of March 31, 2007.The evaluation was performed with the participation of senior management ofeach business segment and key corporate functions, and under the supervision ofthe CEO and CFO. Based on our evaluation, we concluded that our disclosurecontrols and procedures were effective as of March 31, 2007.

There were no changes in our internal controlover financial reporting during the most recently completed fiscal quarter thatmaterially affected, or are reasonably likely to materially affect, ourinternal control over financial reporting.

 

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**PART II —OTHER INFORMATION**

ITEM 4 — SUBMISSION OF MATTERSTO A VOTE OF SECURITY HOLDERS

The Company held its annual meeting ofshareholders on February 20, 2007. Matters voted upon were (1) election of directors and (2) ratificationof the Board’s selection of Ernst & Young LLP as the Company’s independentauditors for the fiscal year ending September 30, 2007.

The number of votes cast for, against orwithheld, with respect to each matter are set out below.

1. Election of Directors
| **Director**             | ** ** | **For**    | ** ** | **Against** | ** ** | **Withheld** | ** ** |
|--------------------------|------------|------------|------------|-------------|------------|--------------|------------|
| Walter J. Zable          |       | 23,548,105 |       | —      |       | 1,607,888    |       |
| Walter C. Zable          |       | 23,626,011 |       | —      |       | 1,529,982    |       |
| Dr. Richard C.  Atkinson |       | 23,835,312 |       | —      |       | 1,320,681    |       |
| William W. Boyle         |       | 23,451,903 |       | —      |       | 1,704,090    |       |
| Raymond L.  deKozan      |       | 23,651,693 |       | —      |       | 1,504,300    |       |
| Robert T. Monagan        |       | 23,505,748 |       | —      |       | 1,650,245    |       |
| Raymond E. Peet          |       | 23,680,134 |       | —      |       | 1,475,859    |       |
| Robert S.  Sullivan      |       | 23,859,647 |       | —      |       | 1,296,346    |       |
| Robert D. Weaver         |       | 23,862,270 |       | —      |       | 1,293,723    |       |

 
| ** **                               | ** ** | **For**    | ** ** | **Against** | ** ** | **Abstain** | ** ** |
|------------------------------------------|------------|------------|------------|-------------|------------|-------------|------------|
| 2. Ratification of  Independent Auditors |       | 24,841,109 |       | 277,296     |       | 37,588      |       |

 

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ITEM 6 — EXHIBITS

(a)The following exhibits are included herein:
| Exhibit No. | ** ** | **Description**                                                                                                                                                       |
|-------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1         |       | Amended and  Restated Certificate of Incorporation. Incorporated by reference to Form 10-Q  filed for the quarter ended June, 30, 2006, file No. 1-8931, Exhibit 3.1. |
| 3.2         |       | Bylaws.  Incorporated by reference to Form 10-K filed for the fiscal year ended  September 30, 2004, file No. 1-8931, Exhibit 3.                                      |
| 10.1        |       | 2005 Equity  Incentive Plan. Incorporated by reference to Form 10-K filed for the fiscal  year ended September 30, 2005, file No. 1-8931, Exhibit 10.1.               |
| 10.2        |       | Transition  Protection Plan. Incorporated by reference to Form 10-K filed for the fiscal  year ended September 30, 2005, file No. 1-8931, Exhibit 10.2.               |
| 10.3        |       | Credit Agreement  dated March 10, 2005. Incorporated by reference to Form 10-Q for the quarter  ended March 31, 2005, file No. 1-8931, Exhibit 10.                    |
| 10.4        |       | Deferred  Compensation Plan Summary. Incorporated by reference to Form 8-K filed April  6, 2005, file No. 1-8931, Exhibit 10.                                         |
| 15          |       | Report of  Independent Registered Public Accounting Firm                                                                                                              |
| 31.1        |       | Certification of  CEO                                                                                                                                                 |
| 31.2        |       | Certification of  CFO                                                                                                                                                 |
| 32.1        |       | CEO  Certification                                                                                                                                                    |
| 32.2        |       | CFO  Certification                                                                                                                                                    |

 

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SIGNATURES

Pursuant to the requirements ofthe Securities Exchange Act of 1934, the registrant has duly caused this reportto be signed on its behalf by the undersigned thereunto duly authorized.
|                  | CUBIC CORPORATION             |
|------------------|-------------------------------|
|             |                          |
|             |                          |
| Date May 2, 2007 | /s/ W. W. Boyle               |   |
|             | W. W. Boyle                   |
|             | Senior Vice President and CFO |
|             |                          |
| Date May 2, 2007 | /s/ Mark A. Harrison          |   |
|             | Mark A. Harrison              |   |
|             | Vice President and Controller |

 

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