<PAGE>


                          SECURITIES AND EXCHANGE COMMISSION

                                WASHINGTON, 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 March 31, 1997



                                        1-8931
                                Commission File Number


                                  CUBIC CORPORATION
                 Exact 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 (619) 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 April 30, 1997, Registrant had only one class of common stock of which
there were 8,980,889 shares outstanding (after deducting 2,907,354 shares held
as treasury stock).

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                            PART I - FINANCIAL INFORMATION
                            ITEM 1 - FINANCIAL STATEMENTS

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

<TABLE>
<CAPTION>
                                                 Six Months Ended   Three Months Ended
                                                     March 31            March 31
                                                  1997      1996      1997      1996
                                                  ----      ----      ----      ----
<S>                                             <C>        <C>       <C>      <C>
Revenues:
  Net sales                                     $180,245   $204,834  $96,187  $110,870
  Other income                                     2,994      2,488    1,820     1,322
                                                --------   --------  -------  --------
                                                 183,239    207,322   98,007   112,202
Costs and expenses:
  Cost of sales                                  140,493    162,669   75,623    87,974
  Selling, general and
    administrative expenses                       30,096     30,822   16,012    16,880
Research and development                           3,072      4,104    1,758     2,121
Interest                                             858      1,865      439     1,168
                                                --------   --------  -------  --------
                                                 174,519    199,460   93,832   108,143
                                                --------   --------  -------  --------

Income before income taxes and minority interest   8,720      7,862    4,175     4,059

Income taxes                                       3,150      2,850    1,500     1,550
Minority interest in income of subsidiary              -        360        -        23
                                                --------   --------  -------  --------

Net income                                      $  5,570   $  4,652 $  2,675  $  2,486
                                                --------   --------  -------  --------
                                                --------   --------  -------  --------

Net income per share                            $    .62   $    .52  $   .30  $    .28
                                                --------   --------  -------  --------
                                                --------   --------  -------  --------

Dividends per share                             $    .19   $ .1767   $   .19  $  .1767
                                                --------   --------  -------  --------
                                                --------   --------  -------  --------

Average shares of common
  stock outstanding                                8,981      8,981    8,981     8,981
                                                --------   --------  -------  --------
                                                --------   --------  -------  --------

</TABLE>

    See accompanying notes.

                                       1
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                                  CUBIC CORPORATION
                         CONSOLIDATED CONDENSED BALANCE SHEET
                                (thousands of dollars)

<TABLE>
<CAPTION>
                                                      March 31      September 30
                                                        1997            1996
                                                    (Unaudited)   (See note below)
                                                    -----------   ----------------
<S>                                                 <C>           <C>
ASSETS       
Current assets:
    Cash and cash equivalents                         $ 24,438         $ 20,062
    Marketable securities, available-for-sale            2,718            2,759
    Accounts receivable                                132,678          125,750
    Inventories -- Note C                               17,696           15,233
    Deferred income taxes and other current assets      14,336           14,684
                                                      --------         --------
      Total current assets                             191,866          178,488

Property, plant and equipment - net                     38,345           38,329
Preferred stock of U. S. Elevator Corp. -- Note D            -           20,000
Cost in excess of net tangible assets of
    purchased businesses, less amortization             18,116           18,847
Miscellaneous other assets                              15,573           10,974
                                                      --------         --------
                                                      $263,900         $266,638
                                                      --------         --------
                                                      --------         --------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
    Accounts payable and other current liabilities    $ 66,414         $ 71,844
    Income taxes payable                                   699            2,564
    Current portion of long-term debt                    5,000            5,000
                                                      --------         --------
      Total current liabilities                         72,113           79,408

Long-term debt                                          15,000           15,000
Deferred income taxes and other                          4,968            4,563

Shareholders' equity:
  Common stock                                             234              234
  Additional paid-in capital                            12,123           12,123
  Retained earnings                                    193,293          189,429
  Foreign currency translation adjustment                 (105)            (393)
  Treasury stock at cost                               (33,726)         (33,726)
                                                      --------         --------
                                                       171,819          167,667
                                                      --------         --------
                                                      $263,900         $266,638
                                                      --------         --------
                                                      --------         --------

</TABLE>

Note:   The balance sheet at September 30, 1996 has been derived from the 
audited financial statements at that date.

See accompanying notes.

                                       2
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                                  CUBIC CORPORATION 
                    CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                     (UNAUDITED)

                                (thousands of dollars)
                                                         Six Months Ended
                                                             March 31
                                                         1997           1996
                                                         ----           ----
Operating Activities:
    Net income                                         $ 5,570        $ 4,652
    Adjustments to reconcile net income to net cash
    used in operating activities:
      Depreciation and amortization                      4,000          5,839
      Minority interest                                      -            360
      Changes in operating assets and liabilities      (32,454)          (500)
                                                       -------        -------
    NET CASH PROVIDED BY (USED IN)
    OPERATING ACTIVITIES                               (22,884)        10,351
                                                       -------        -------

Investing Activities:
    Sales of marketable securities                          41            290
    Proceeds from sale of U. S. Elevator Corp.          31,996              -
    Net additions to property, plant and equipment
      and toll equipment under operating leases         (3,273)        (5,644)
    Other items - net                                      443           (917)
                                                       -------        -------
    NET CASH PROVIDED BY (USED IN)
    INVESTING ACTIVITIES                                29,207         (6,271)
                                                       -------        -------

Financing Activities:
    Credit line borrowings                                   -          5,800
    Purchases of treasury stock                              -             (3)
    Dividends paid                                      (1,706)        (1,587)
                                                       -------        -------
    NET CASH PROVIDED BY (USED IN)
    FINANCING ACTIVITIES                                (1,706)         4,210
                                                       -------        -------

Effect of exchange rates on cash                          (241)          (402)
                                                       -------        -------
  
    NET INCREASE IN CASH
    AND CASH EQUIVALENTS                                 4,376          7,888

Cash and cash equivalents at the
    beginning of the period                             20,062         20,705
                                                       -------        -------

    CASH AND CASH EQUIVALENTS AT
    THE END OF THE PERIOD                              $24,438        $28,593
                                                       -------        -------
                                                       -------        -------

See accompanying notes.

                                       3
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                                  CUBIC CORPORATION 
                 NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                    March 31, 1997


A.  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 generally accepted accounting 
principles 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 ended September 30, 1997. 
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, 1996.

     The preparation of the financial statements in conformity with generally 
accepted accounting principles 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.


B.  PER SHARE AMOUNTS

     Per share amounts are based upon the weighted average number of shares 
of common stock outstanding.  Prior year per share amounts have been restated 
to reflect a 3-for-2 stock split distributed in August 1996.

C.  INVENTORIES 

                                                      March 31    September 30
                                                        1997         1996
                                                        ----         ----
         Inventories consist of the following:
              Finished products                        $ 2,776       $ 3,170
              Work in process                            6,600         3,634
              Raw material and purchased parts           8,320         8,429
                                                       -------       -------
                                                       $17,696       $15,233
                                                       -------       -------
                                                       -------       -------

                                       4
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                                  CUBIC CORPORATION 
           NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--continued
                                    March 31, 1997


D.  PREFERRED STOCK OF U. S. ELEVATOR CORP.

     On December 30, 1996, the Company exercised its option to require 
Thyssen Holding Corporation (Thyssen) to purchase from the Company all of the 
preferred stock of U.S. Elevator Corp. (USEC). In accordance with the terms 
of the agreement, proceeds from the sale of the stock of $20 million were 
received by the Company in February 1997.
    
     In addition to the sale of the stock, the agreement provided for 
additional consideration to be paid by Thyssen, based on the earnings of USEC 
from October 1, 1992 to December 30, 1996. This consideration, amounting to 
approximately $12 million, was received on March 31, 1997 and will be used to 
offset the costs of certain product liability and warranty obligations which 
were incorporated in the original sale agreement. Therefore, no additional 
gain or loss has been realized by the Company in connection with this 
transaction.

E.  SUBSEQUENT EVENT

     On April 9, 1997, the Company acquired all of the outstanding capital 
shares of Thorn Transit Systems International Limited and Thorn Transit 
Korean Holdings Limited, which were wholly-owned subsidiaries of EMI Group 
plc, a United Kingdom corporation, for cash in the amount of $12.9 million. 
The Company intends that the assets of the acquired companies will continue 
to be devoted to the automatic revenue collection systems business.

F.  LEGAL MATTER

     In 1991, the government of Iran commenced an arbitration proceeding 
against the Company seeking $12.9 million for reimbursement of payments made 
for equipment that was to comprise an Air Combat Maneuvering Range pursuant 
to a contract executed in 1977, and an additional $15 million for unspecified 
damages.  The Company believes that Iran defaulted on the agreement and has 
brought a counterclaim for compensatory damages of $10.4 million, plus 
interest.  The Company is vigorously contesting Iran's claim and believes its 
defenses and counterclaim are strong and that the ultimate outcome of the 
matter will not have a material effect on the Company's financial statements.

    
G.  REVIEW BY INDEPENDENT ACCOUNTANTS

     A review of the data presented was made by Ernst & Young LLP, 
independent accountants, in accordance with established professional 
standards and procedures, and their report is included herein.

                                       5
<PAGE>

                                  CUBIC CORPORATION
              ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                         CONDITION AND RESULTS OF OPERATIONS

                                    March 31, 1997


Sales for the six month period ended March 31, 1997 were 12% below the same 
period of fiscal 1996, primarily because of the sale of the toll collection 
product line in May 1996. As a result of the sale of this product line, the 
automatic revenue collection systems segment generated lower overall sales 
than in the previous year, while the defense segment experienced a moderate 
increase in sales.

Operating profits in the automatic revenue collection systems segment for 
both the quarter and six months ended March 31, 1997 were lower than the 
prior year because of the sale of the toll collection product line. This 
product line had contributed operating profits in the second quarter of 
fiscal 1996, so its elimination reduced operating profits in the current 
year. Operating profits in the first six months of the fiscal year, for the 
remaining product lines of this segment, were comparable with the same period 
in fiscal 1996.

Operating profits in the defense segment were somewhat lower in the first six 
months of the year, than in the previous year, primarily as the result of 
cost growth on the contract to develop the new MILES 2000 (Multiple 
Integrated Laser Engagement System) technology. This resulted from greater 
than expected costs to resolve technical issues in the development of the 
system. It is anticipated that this product will be ready for full production 
by the end of the fiscal year. The J-STARS Data Link and Personnel Locator 
System product lines continued to generate higher profits than in the 
previous fiscal year, helping to mitigate the impact of the MILES 2000 cost 
issues.

Despite the lower operating profits described above, net income for both the 
quarter and six months ended March 31, 1997 was higher than in the 
corresponding periods of fiscal 1996. This resulted from of a significant 
reduction in interest expense in the first half of fiscal 1997 because of the 
repayment of $24 million in long-term debt during the third quarter of fiscal 
1996. In addition, during the quarter ended March 31, 1997 the company 
realized a modest gain on the sale of its call box product line, which is 
included in other income on the consolidated condensed statement of income.

FINANCIAL POSITION AND LIQUIDITY

During the six month period ended March 31, 1997, operating activities used 
$23 million in cash, due primarily to growth in long-term contract 
receivables, the liquidation of certain customer advances during the period 
and the above described cost growth on the MILES 2000 contract. This use of 
cash was more than offset by the receipt of $32 million from the exercise of 
the company's option to sell its preferred stock in U.S. Elevator Corp. and 
obtain additional consideration from the purchaser of the former subsidiary, 
as described in note D to the consolidated condensed financial statements.

                                       6
<PAGE>

                                 CUBIC CORPORATION
               ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                   CONDITION AND RESULTS OF OPERATIONS -- continued

                                    March 31, 1997


The Company's financial condition remains strong with working capital of 
$119.8 million and a current ratio of 2.7 to 1 at March 31, 1997. The Company 
expects that cash on hand and available through its line of credit facility, 
will be adequate to meet its short-term financing needs.

The backlog of orders at March 31, 1997 was $343 million compared to $313 
million at September 30, 1996 and $326 million at March 31, 1996. The backlog 
at March 31, 1996 included $46 million of backlog in the toll collection 
systems product line, which was sold in May 1996.

Except for historical matters contained herein, statements in this discussion 
and analysis are forward-looking and are made pursuant to 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, including economic, competitive, governmental, 
technological and other factors.

                                       7
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                             PART II - OTHER INFORMATION


                      ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K



         (a)  The following exhibits are included herein:

              15--Independent Accountants' Review Report
              27--Financial Data Schedule


         (b)  No reports on Form 8-K were filed during the quarter.


                                      SIGNATURES

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

                                            CUBIC CORPORATION
 
 
Date  May 9, 1997                           /s/ W. W. Boyle
    ---------------                         -------------------------------
                                            W. W. Boyle
                                            Vice President Finance and CFO


Date  May 9, 1997                           /s/ T. A. Baz
    ---------------                         -------------------------------
                                            T. A. Baz
                                            Vice President and Controller

                                       8