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

FORM 10-Q

QUARTERLY REPORT

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

For the Quarter Ended June 30, 2001

1-8931Commission File Number

CUBIC CORPORATIONExact Name of Registrant as Specified in its Charter

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

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

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
/x/    No / /

As
of July 20, 2001, Registrant had only one class of common stock of which there were 8,906,664 shares outstanding (after deducting 2,981,579 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)

|                                           |                                              | Nine Months Ended
June 30, |         | Three Months Ended
June 30,
|------------------------------------------ | -------------------------------------------- | -------------------------- | ------- | ---------------------------
|
|Revenues:                                  |                                              |                            |         |                            
|                                           | Sales                                        |                            | $       | 370,449                    
|                                           | Other income                                 |                            |         | 6,085                      
|                                           |                                              |                            |         |                            
|                                           |                                              |                            | 376,534 |                            
|                                           |                                              |                            |         |                            
|Costs and expenses:                        |                                              |                            |         |                            
|                                           | Cost of sales                                |                            |         | 287,194                    
|                                           | Selling, general and administrative expenses |                            |         | 55,298                     
|                                           | Research and development                     |                            |         | 6,722                      
|                                           | Goodwill amortization                        |                            |         | 1,977                      
|                                           | Interest                                     |                            |         | 2,685                      
|                                           |                                              |                            |         |                            
|                                           |                                              |                            | 353,876 |                            
|                                           |                                              |                            |         |                            
|Income before income taxes                 |                                              |                            | 22,658  |                            
|Income taxes                               |                                              |                            | 7,700   |                            
|                                           |                                              |                            |         |                            
|Net income                                 |                                              | $                          | 14,958  |                            
|                                           |                                              |                            |         |                            
|Net income per share                       |                                              | $                          | 1.68    |                            
|                                           |                                              |                            |         |                            
|Dividends per common share                 |                                              | $                          | 0.19    |                            
|                                           |                                              |                            |         |                            
|Average shares of common stock outstanding |                                              |                            | 8,907   |                            
|                                           |                                              |                            |         |                            

See
accompanying notes.

2

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CUBIC CORPORATION  CONSOLIDATED CONDENSED BALANCE SHEETS  (in thousands)

|                                     |                                                | June 30,
2001 |         | September 30,
2000 |  
|------------------------------------ | ---------------------------------------------- | ------------- | ------- | ------------------ | -
|
|ASSETS                               |                                                |               |         |                    |  
|Current assets:                      |                                                |               |         |                    |  
|                                     | Cash and cash equivalents                      |               | $       | 72,224             |  
|                                     | Marketable securities, available-for-sale      |               |         | 600                |  
|                                     | Accounts receivable                            |               |         | 129,334            |  
|                                     | InventoriesNote 4                             |               |         | 30,924             |  
|                                     | Deferred income taxes and other current assets |               |         | 21,077             |  
|                                     |                                                |               |         |                    |  
|Total current assets                 |                                                |               | 254,159 |                    |  
|                                     |                                                |               |         |                    |  
|Property, plant and equipmentnet    |                                                |               | 34,298  |                    |  
|Goodwill, less amortization          |                                                |               | 20,855  |                    |  
|Other assets                         |                                                |               | 9,900   |                    |  
|                                     |                                                |               |         |                    |  
|                                     |                                                | $             | 319,212 |                    | $
|                                     |                                                |               |         |                    |  
|LIABILITIES AND SHAREHOLDERS' EQUITY |                                                |               |         |                    |  
|Current liabilities:                 |                                                |               |         |                    |  
|                                     | Trade accounts payable                         |               | $       | 11,007             |  
|                                     | Customer advances                              |               |         | 25,334             |  
|                                     | Other current liabilities                      |               |         | 35,978             |  
|                                     | Income taxes payable                           |               |         | 4,205              |  
|                                     |                                                |               |         |                    |  
|Total current liabilities            |                                                |               | 76,524  |                    |  
|                                     |                                                |               |         |                    |  
|Long-term debt                       |                                                |               | 50,000  |                    |  
|Deferred compensation                |                                                |               | 5,386   |                    |  
|Shareholders' equity:                |                                                |               |         |                    |  
|                                     | Common stock                                   |               |         | 234                |  
|                                     | Additional paid-in capital                     |               |         | 12,123             |  
|                                     | Retained earnings                              |               |         | 216,903            |  
|                                     | Accumulated other comprehensive loss           |               |         | (5,895             | )
|                                     | Treasury stock at cost                         |               |         | (36,063            | )
|                                     |                                                |               |         |                    |  
|                                     |                                                |               | 187,302 |                    |  
|                                     |                                                |               |         |                    |  
|                                     |                                                | $             | 319,212 |                    | $
|                                     |                                                |               |         |                    |  

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Note:
The balance sheet at September 30, 2000 has been derived from the audited financial statements at that date.

See
accompanying notes

3

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

|                                                         |                                                                                   | Nine Months Ended
June 30,                  |       
|-------------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------- | ------
|
|Operating Activities:                                    |                                                                                   |                                             |       
|                                                         | Net income                                                                        |                                             | $     
|                                                         | Adjustments to reconcile net income to net cash provided by operating activities: |                                             |       
|                                                         |                                                                                   | Depreciation and amortization               |       
|                                                         |                                                                                   | Changes in operating assets and liabilities |       
|                                                         |                                                                                   |                                             |       
|NET CASH PROVIDED BY OPERATING ACTIVITIES                |                                                                                   |                                             | 5,312 
|                                                         |                                                                                   |                                             |       
|Investing Activities:                                    |                                                                                   |                                             |       
|                                                         | Acqusition of business, net of cash acquired                                      |                                             |       
|                                                         | Net additions to property, plant and equipment                                    |                                             |       
|                                                         | Proceeds from sale of marketable securities                                       |                                             |       
|                                                         |                                                                                   |                                             |       
|NET CASH USED IN INVESTING ACTIVITIES                    |                                                                                   |                                             | (278  
|                                                         |                                                                                   |                                             |       
|Financing Activities:                                    |                                                                                   |                                             |       
|                                                         | Change in short-term borrowings                                                   |                                             |       
|                                                         | Change in long-term borrowings                                                    |                                             |       
|                                                         | Purchases of treasury stock                                                       |                                             |       
|                                                         | Dividends paid                                                                    |                                             |       
|                                                         |                                                                                   |                                             |       
|NET CASH USED IN FINANCING ACTIVITIES                    |                                                                                   |                                             | (1,692
|                                                         |                                                                                   |                                             |       
|Effect of exchange rates on cash                         |                                                                                   |                                             | (871  
|                                                         |                                                                                   |                                             |       
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     |                                                                                   |                                             | 2,471 
|Cash and cash equivalents at the beginning of the period |                                                                                   |                                             | 69,753
|                                                         |                                                                                   |                                             |       
|CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD       |                                                                                   | $                                           | 72,224
|                                                         |                                                                                   |                                             |       

See
accompanying notes

4

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CUBIC CORPORATION  NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS  (UNAUDITED)        June 30, 2001

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, 2001. 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, 2000.

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

Per share amounts are based upon the weighted average number of shares of common stock outstanding.

Note 3Derivative Financial Instruments

The Company adopted Financial Accounting Standards Board Statement No. 133,Accounting for Derivative Instruments and Hedging
Activities(SFAS 133) effective October 1, 2000. Adoption of SFAS 133 has not materially affected the results of operations or
financial position of the Company.

The
Company's use of derivative financial instruments is limited to foreign exchange forward and option contracts used to hedge significant contract sales and purchase commitments
that are denominated in currencies other than the functional currency of the subsidiary responsible for the commitment. Gains and losses from hedging activities are recognized when the hedged sale or
purchase commitment is settled and the hedge is closed out. At June 30, 2001, the Company had foreign exchange contracts with a notional value of $38.2 million outstanding. The net amount of deferred
gains and losses at that date was immaterial.

Note 4Inventories

Inventories consist of the following (in thousands):

June 30,
2001

September 30,
2000Finished products

$
653

$
1,239Work in process


19,307


17,699Raw material and purchased parts


10,964


10,561$
30,924

$
29,499


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Note 5Comprehensive Income

Comprehensive income is as follows (in thousands):

|                                           |                                                                    | Nine Months Ended
June 30, |        | Three Months Ended
June 30, |  
|------------------------------------------ | ------------------------------------------------------------------ | -------------------------- | ------ | --------------------------- | -
|
|Net income                                 |                                                                    | $                          | 14,958 |                             | $
|Foreign currency translation adjustments   |                                                                    |                            | (1,704 | )                           |  
|Unrealized gains on marketable securities: |                                                                    |                            |        |                             |  
|                                           | Unrealized holding gain during the period                          |                            |        | 506                         |  
|                                           | Reclassification adjustment for (gain) loss included in net income |                            |        | (789                        | )
|                                           |                                                                    |                            |        |                             |  
|                                           |                                                                    | $                          | 12,971 |                             | $
|                                           |                                                                    |                            |        |                             |  

Note 6Business Segment Information

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

|                           |                               | Nine Months Ended
June 30, |       | Three Months Ended
June 30, |  
|-------------------------- | ----------------------------- | -------------------------- | ----- | --------------------------- | -
|
|Revenues:                  |                               |                            |       |                             |  
|Transportation systems     |                               | $                          | 150.0 |                             | $
|Defense                    |                               |                            | 209.2 |                             |  
|                           |                               |                            |       |                             |  
|                           | Total for reportable segments |                            |       | 359.2                       |  
|Other revenues             |                               |                            | 17.3  |                             |  
|                           |                               |                            |       |                             |  
|                           |                               | $                          | 376.5 |                             | $
|                           |                               |                            |       |                             |  
|Operating profit:          |                               |                            |       |                             |  
|Transportation systems     |                               | $                          | 16.2  |                             | $
|Defense                    |                               |                            | 5.1   |                             |  
|                           |                               |                            |       |                             |  
|                           | Total for reportable segments |                            |       | 21.3                        |  
|Other profit               |                               |                            | 4.1   |                             |  
|Interest expense           |                               |                            | (2.7  | )                           |  
|                           |                               |                            |       |                             |  
|Income before income taxes |                               | $                          | 22.7  |                             | $
|                           |                               |                            |       |                             |  

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CUBIC CORPORATION  ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF  FINANCIAL CONDITION AND RESULTS OF OPERATIONS        June 30, 2001

Results of Operations

Revenues for the first three quarters of fiscal 2001 continued to be somewhat lower than in fiscal 2000, as the result of lower sales in the transportation
segment. Third quarter sales were down about 4% overall from the previous year, with a slight increase in sales from the defense segment being offset by a decrease from the transportation segment.

Transportation
segment sales were lower primarily due to customer directed delays in the production of new equipment for Bay Area Rapid Transit and due to delays in the award of
additional work by the New York City Transit Authority. The Company continued to make progress on the Prestige contract in London, and anticipates on-time completion of the equipment installation
phase by August 2002. The Company is actively pursuing several large transportation systems projects and the market for automated transportation systems continues to be very promising.

In
spite of the decreased transportation sales volume this year, profit margins improved, resulting in higher profits from this segment for the first three quarters of the fiscal
year. Management believes that the quality of earnings in the segment have improved due to the maturity of its customer base and the substantial completion of several contracts with lower profit
margins. Management expects operating profits from the transportation segment to continue to be strong in the next year.

The
increase in defense segment sales in the third quarter and the first three quarters of the year, compared to fiscal 2000, resulted from acquisitions made in fiscal 2000 and from
growth in the computerized battlefield simulation business. Profits of the defense segment improved in the third quarter compared to last year and have improved sequentially in each of the first three
quarters of the current fiscal year. Management expects operating profits from this segment to continue to increase over the next year or so.

Funded
backlog at June 30, 2001 was $746,000,000 compared to $802,000,000 at September 30, 2000 and $785,000,000 at June 30, 2000. Total backlog, including un-funded customer orders,
was $1,106,000,000 at June 30, 2001, compared to $1,071,000,000 at September 30, 2000 and $1,054,000,000 at June 30, 2000.

Liquidity and Capital Resources

Cash flows from operating activities turned positive in the third quarter, as customer payments reduced the accounts receivable balance at the end of the
quarter. The Company expects cash flow from operations to continue moderately positive through the end of the fiscal year.

The
Company's financial condition remains quite strong with working capital of $178 million and a current ratio of 3.3 to 1 at June 30, 2001. 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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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, feel, expect, should, and confident. 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.

PART IIOTHER INFORMATION

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 August 6, 2001 |  | /s/ W. W. BoyleW. W. Boyle Vice President and CFO   
|                    |  |                                                     
|Date August 6, 2001 |  | /s/ T. A. BazT. A. Baz Vice President and Controller

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