<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 June 30, 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 August 5, 1997, Registrant had only one class of common stock of which 
there were 8,963,173 shares outstanding (after deducting 2,925,070 shares 
held as treasury stock).

<PAGE>

                         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>
                                                   Nine Months Ended            Three Months Ended  
                                                        June 30                       June 30   
                                                  1997           1996          1997            1996 
                                             ------------   ------------   ------------    ------------
<S>                                          <C>            <C>            <C>             <C>
Revenues:
   Net sales                                  $  290,073     $  303,501     $  109,828       $  98,667 
   Other income                                    4,869          3,986          1,875           1,498
                                             ------------   ------------   ------------    ------------
                                                 294,942        307,487        111,703         100,165

Costs and expenses:
   Cost of sales                                 228,605        237,834         88,112          75,165
   Selling, general and 
    administrative expenses                       46,653         48,263         16,557          17,441  
   Research and development                        4,838          5,791          1,766           1,687                    
   Interest                                        1,269          2,215            411             350 
                                             ------------   ------------   ------------    ------------
                                                 281,365        294,103        106,846          94,643
                                             ------------   ------------   ------------    ------------

Income before income taxes and
   minority interest                              13,577         13,384          4,857           5,522

Income taxes                                       4,750          4,800          1,600           1,950
Minority interest in income of subsidiary            -              796            -               436
                                             ------------   ------------   ------------    ------------

Net income                                    $    8,827     $    7,788     $    3,257      $    3,136  
                                             ------------   ------------   ------------    ------------
                                             ------------   ------------   ------------    ------------

Net income per share                          $     0.98     $     0.87     $     0.36      $     0.35
                                             ------------   ------------   ------------    ------------
                                             ------------   ------------   ------------    ------------

Dividends per share                           $     0.19     $   0.1767     $      -        $      - 
                                             ------------   ------------   ------------    ------------
                                             ------------   ------------   ------------    ------------

Average shares of common
   stock outstanding                               8,981          8,981          8,981           8,981
                                             ------------   ------------   ------------    ------------
                                             ------------   ------------   ------------    ------------
</TABLE>




See accompanying notes.


                                      2

<PAGE>

                               CUBIC CORPORATION
                      CONSOLIDATED CONDENSED BALANCE SHEET
                            (thousands of dollars)


<TABLE>
<CAPTION>
                                                                June 30                    September 30
                                                                 1997                         1996
                                                              (Unaudited)                (See note below)
                                                           ----------------            -------------------
<S>                                                        <C>                         <C>
ASSETS
Current assets:
   Cash and cash equivalents                                  $   31,924                   $   20,062 
   Marketable securities, available-for-sale                       2,391                        2,759 
   Accounts receivable                                           130,745                      125,750 
   Inventories -- Note C                                          15,679                       15,233 
   Deferred income taxes and other current assets                 18,218                       14,684 
                                                           ----------------            -------------------
     Total current assets                                        198,957                      178,488 

Property, plant and equipment - net                               39,653                       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                        29,080                       18,847 
Miscellaneous other assets                                        14,509                       10,974 
                                                           ----------------            -------------------
                                                              $  282,199                   $  266,638 
                                                           ----------------            -------------------
                                                           ----------------            -------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Accounts payable                                           $   13,504                   $   11,175 
   Customer advances                                              27,367                       33,892 
   Other current liabilities                                      42,234                       26,777 
   Income taxes payable                                            3,918                        2,564 
   Current portion of long-term debt                               5,000                        5,000 
                                                           ----------------            -------------------
     Total current liabilities                                    92,023                       79,408 

Long-term debt                                                    10,000                       15,000 
Deferred income taxes and other                                    5,101                        4,563 

Shareholders' equity:
   Common stock                                                      234                          234 
   Additional paid-in capital                                     12,123                       12,123 
   Retained earnings                                             196,550                      189,429 
   Foreign currency translation adjustment                            16                         (393)
   Treasury stock at cost                                        (33,848)                     (33,726)
                                                           ----------------            -------------------
                                                                 175,075                      167,667 
                                                           ----------------            -------------------
                                                              $  282,199                   $  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.


                                      3

<PAGE>

                               CUBIC CORPORATION
                 CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
                                  (UNAUDITED)

                            (thousands of dollars)

<TABLE>
<CAPTION>
                                                                   Nine Months Ended 
                                                                        June 30 
                                                                  1997           1996 
                                                              ----------      ----------
<S>                                                           <C>             <C>
Operating Activities:
   Net income                                                  $  8,827        $  7,788 
   Adjustments to reconcile net income to net cash
     used in operating activities:
       Depreciation and amortization                              6,291           7,974 
       Minority interest                                            -               796 
       Changes in operating assets and liabilities              (12,649)          5,203 
                                                              ----------      ----------
       NET CASH PROVIDED BY OPERATING ACTIVITIES                  2,469          21,761 
                                                              ----------      ----------

Investing Activities:
   Sales of marketable securities                                   368             290 
   Proceeds from sale of toll collection product line               -            17,731 
   Proceeds from sale of U. S. Elevator Corp.                    31,996             -   
   Acquisition of business, net of cash acquired                (11,620)            -   
   Net additions to property, plant and equipment
     and toll equipment under operating leases                   (4,830)         (8,939)
   Other items - net                                                685            (651)
                                                              ----------      ----------
       NET CASH PROVIDED BY INVESTING ACTIVITIES                 16,599           8,431 
                                                              ----------      ----------

Financing Activities:
   Principal payments on long-term debt                          (5,000)        (24,000)
   Purchases of treasury stock                                     (122)             (3)
   Dividends paid                                                (1,706)         (1,587)
                                                              ----------      ----------
       NET CASH USED IN FINANCING ACTIVITIES                     (6,828)        (25,590)
                                                              ----------      ----------
Effect of exchange rates on cash                                   (378)           (578)
                                                              ----------      ----------
       NET INCREASE IN CASH AND CASH EQUIVALENTS                 11,862           4,024 

Cash and cash equivalents at the beginning of the period         20,062          20,705 
                                                              ----------      ----------
       CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD      $ 31,924        $ 24,729 
                                                              ----------      ----------
                                                              ----------      ----------
</TABLE>




See accompanying notes.


                                      4

<PAGE>

                               CUBIC CORPORATION 
            NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
                                 June 30, 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.


C.  INVENTORIES 
<TABLE>
                                                    June 30        September 30
                                                     1997              1996
                                                --------------    --------------
<S>                                             <C>               <C>
    Inventories consist of the following:             
       Finished products                        $       2,257     $        3,170
       Work in process                                  5,781              3,634
       Raw material and purchased parts                 7,641              8,429
                                                --------------    --------------
                                                $      15,679     $       15,233
                                                --------------    --------------
                                                --------------    --------------
</TABLE>


                                      5

<PAGE>

                               CUBIC CORPORATION 
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--continued
                                 June 30, 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 has been 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 was realized by the Company in connection with this
    transaction.


E.  ACQUISITION

    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 
    acquisition has been accounted for by the purchase method, and the assets
    and liabilities have been recorded at their estimated fair values at the
    date of acquisition. The amount by which the purchase price exceeded the net
    book value of tangible assets was approximately $11.5 million and will be 
    amortized over a period of 15 years using the straight-line method. The 
    Company intends that 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.  In May 1997, the arbitration panel, based in 
    Switzerland, issued an award in favor of the government of Iran for $2.8
    million, plus interest at the rate of 12% per annum, from September 1991
    until May of 1997. The Company believes that it has been denied due process
    in the arbitration proceeding and is vigorously contesting the basis of the
    award. The Company and its outside counsel believe that the award is 
    unenforceable against the assets of the Company and that the likelihood of 
    ultimate payment by the Company is remote. Therefore, no provision for this
    award has been made in the financial statements.


                                      6

<PAGE>

                               CUBIC CORPORATION 
        NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS--continued
                                 June 30, 1997


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. 


                                      7

<PAGE>

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

                                 June 30, 1997



RESULTS OF OPERATIONS

Sales for the nine month period ended June 30, 1997 were 4% 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 defense segment sales increased by nearly 
10%. The increase in defense sales was the result of a new contract awarded 
earlier in the year for the production of additional JSTARS Data Link 
systems. For the quarter ended June 30, 1997, sales in both the revenue 
collection systems and defense segments were higher than the previous year, 
resulting in an overall increase of 11%.  Defense sales were higher for the 
reason described above while revenue collection sales increased due to the 
acquisition of Thorn Transit Systems International (TTSI), as described in 
note E.

As mentioned in previous quarters, operating profits in the defense segment 
continued to be lower than in the previous year for both the three and nine 
month periods ended June 30, 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. System integration testing 
has been delayed by several months but it is anticipated that the product 
will be ready for full production by the end of the calendar year. The 
increase in J-STARS Data Link sales described above resulted in higher 
profits for this product line than in the previous fiscal year, helping to 
mitigate the impact of the MILES 2000 cost issues.

Operating profits in the automatic revenue collection systems segment for 
both the quarter and nine months ended June 30, 1997 were lower than in the 
prior year because of the disposal of the toll collection product line in May 
1996. In the second and third quarters of fiscal 1996, the product line had 
produced a profit, prior to its disposal. As a result, overall operating 
profits for this segment have been lower in fiscal 1997 without the product 
line. However, operating profits for the remaining product lines of the 
segment were higher than in 1996, for the third quarter and first nine months 
of fiscal 1997.

Despite lower operating profits in the two primary segments described above, 
overall operating profits were comparable to last year, primarily because of 
increased profits in the industrial operations segment. This increase was due 
to a modest gain on the sale of the Company's optical tooling product line in 
the third quarter and from the sale of the call box product line in the 
second quarter. These gains are included in other income on the consolidated 
condensed statement of income. In addition, a reduction in interest expense 
in the first nine months of fiscal 1997 contributed to the increase in net 
income for the period. This decrease in interest expense resulted from the 
repayment of $24 million in long-term debt during the third quarter of fiscal 
1996. 


                                           8

<PAGE>

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

                                 June 30, 1997



FINANCIAL POSITION AND LIQUIDITY

During the nine month period ended June 30, 1997, operating activities 
generated $2.5 million in cash, including $25 million in the quarter ended 
June 30. This positive cash flow was the result of large customer payments 
received in the quarter, particularly from the New York City Transit 
Authority. In addition, the Company received $32 million in the second 
quarter from the exercise of its 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. As described in note E, the Company used approximately 
$12 million during the third quarter for the acquisition of TTSI.

The Company's financial condition remains strong with working capital of $107 
million and a current ratio of 2.2 to 1 at June 30, 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 June 30, 1997 was $368 million compared to $313 
million at September 30, 1996 and $282 million at June 30, 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.


                                      9

<PAGE>

                        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)  Registrant filed a Form 8-K as of April 9, 1997 to report  the
              acquisition of Thorn Transit Systems International Limited and
              Thorn Transit Korean Holdings Limited



                                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 12, 1997                           /s/ W. W. Boyle
    -------------------                         --------------------------------
                                                W. W. Boyle
                                                Vice President Finance and CFO
 
 
Date  August 12, 1997                           /s/ T. A. Baz
    -------------------                         --------------------------------
                                                T. A. Baz
                                                Vice President and Controller
 
 
                                     10