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

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FORM 10-Q

QUARTERLY REPORT

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

For the Quarter Ended March 31, 2001

1-8931Commission File Number

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CUBIC CORPORATIONExact Name of Registrant as Specified in its Charter

Delaware

95-1678055State of Incorporation

IRS Employer Identification No.


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

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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past
90 days. Yes /x/  No / /

As
of April 17, 2001, Registrant had only one class of common stock of which there were 8,906,668 shares outstanding (after deducting 2,981,575 shares held as treasury stock).

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PART IFINANCIAL INFORMATION  ITEM 1FINANCIAL STATEMENTS    CUBIC CORPORATION  CONSOLIDATED CONDENSED STATEMENTS OF INCOME (UNAUDITED)  (amounts in thousands, except per share data)

|                                           |                                              | Six Months Ended
March 31, |         | Three Months Ended
March 31,
|------------------------------------------ | -------------------------------------------- | -------------------------- | ------- | ----------------------------
|
|Revenues:                                  |                                              |                            |         |                             
|                                           | Sales                                        |                            | $       | 243,160                     
|                                           | Other income                                 |                            |         | 4,895                       
|                                           |                                              |                            |         |                             
|                                           |                                              |                            | 248,055 |                             
|                                           |                                              |                            |         |                             
|Costs and expenses:                        |                                              |                            |         |                             
|                                           | Cost of sales                                |                            |         | 188,034                     
|                                           | Selling, general and administrative expenses |                            |         | 38,228                      
|                                           | Research and development                     |                            |         | 4,180                       
|                                           | Goodwill amortization                        |                            |         | 1,323                       
|                                           | Interest                                     |                            |         | 1,756                       
|                                           |                                              |                            |         |                             
|                                           |                                              |                            | 233,521 |                             
|                                           |                                              |                            |         |                             
|Income before income taxes                 |                                              |                            | 14,534  |                             
|Income taxes                               |                                              |                            | 4,900   |                             
|                                           |                                              |                            |         |                             
|Net income                                 |                                              | $                          | 9,634   |                             
|                                           |                                              |                            |         |                             
|Net income per share                       |                                              | $                          | 1.08    |                             
|                                           |                                              |                            |         |                             
|Dividends per common share                 |                                              | $                          | 0.19    |                             
|                                           |                                              |                            |         |                             
|Average shares of common stock outstanding |                                              |                            | 8,907   |                             
|                                           |                                              |                            |         |                             

See accompanying notes.

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CUBIC CORPORATION  CONSOLIDATED CONDENSED BALANCE SHEETS  (in thousands)

|                                     |                                                | March 31,
2001
(Unaudited) |         | September 30,
2000
(See note below) |  
|------------------------------------ | ---------------------------------------------- | -------------------------- | ------- | ----------------------------------- | -
|ASSETS                               |                                                |                            |         |                                     |  
|Current assets:                      |                                                |                            |         |                                     |  
|                                     | Cash and cash equivalents                      |                            | $       | 53,279                              |  
|                                     | Marketable securities, available-for-sale      |                            |         | 1,342                               |  
|                                     | Accounts receivable                            |                            |         | 135,533                             |  
|                                     | InventoriesNote 3                             |                            |         | 29,065                              |  
|                                     | Deferred income taxes and other current assets |                            |         | 21,857                              |  
|                                     |                                                |                            |         |                                     |  
|Total current assets                 |                                                |                            | 241,076 |                                     |  
|                                     |                                                |                            |         |                                     |  
|Property, plant and equipmentnet    |                                                |                            | 36,875  |                                     |  
|Goodwill, less amortization          |                                                |                            | 21,499  |                                     |  
|Other assets                         |                                                |                            | 11,400  |                                     |  
|                                     |                                                |                            |         |                                     |  
|                                     |                                                | $                          | 310,850 |                                     | $
|                                     |                                                |                            |         |                                     |  
|LIABILITIES AND SHAREHOLDERS' EQUITY |                                                |                            |         |                                     |  
|Current liabilities:                 |                                                |                            |         |                                     |  
|                                     | Trade accounts payable                         |                            | $       | 13,728                              |  
|                                     | Customer advances                              |                            |         | 21,577                              |  
|                                     | Other current liabilities                      |                            |         | 32,576                              |  
|                                     | Income taxes payable                           |                            |         | 5,995                               |  
|                                     |                                                |                            |         |                                     |  
|Total current liabilities            |                                                |                            | 73,876  |                                     |  
|                                     |                                                |                            |         |                                     |  
|Long-term debt                       |                                                |                            | 50,000  |                                     |  
|Deferred compensation                |                                                |                            | 5,212   |                                     |  
|Shareholders' equity:                |                                                |                            |         |                                     |  
|                                     | Common stock                                   |                            |         | 234                                 |  
|                                     | Additional paid-in capital                     |                            |         | 12,123                              |  
|                                     | Retained earnings                              |                            |         | 211,579                             |  
|                                     | Accumulated other comprehensive loss           |                            |         | (6,111                              | )
|                                     | Treasury stock at cost                         |                            |         | (36,063                             | )
|                                     |                                                |                            |         |                                     |  
|                                     |                                                |                            | 181,762 |                                     |  
|                                     |                                                |                            |         |                                     |  
|                                     |                                                | $                          | 310,850 |                                     | $
|                                     |                                                |                            |         |                                     |  

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

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

|                                                         |                                                                                             | Six Months Ended
March 31,                  |        
|-------------------------------------------------------- | ------------------------------------------------------------------------------------------- | ------------------------------------------- | -------
|
|Operating Activities:                                    |                                                                                             |                                             |        
|                                                         | Net income                                                                                  |                                             | $      
|                                                         | Adjustments to reconcile net income to net cash provided by (used in) operating activities: |                                             |        
|                                                         |                                                                                             | Depreciation and amortization               |        
|                                                         |                                                                                             | Changes in operating assets and liabilities |        
|                                                         |                                                                                             |                                             |        
|NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      |                                                                                             |                                             | (11,552
|                                                         |                                                                                             |                                             |        
|Investing Activities:                                    |                                                                                             |                                             |        
|                                                         | Acqusition of business, net of cash acquired                                                |                                             |        
|                                                         | Net additions to property, plant and equipment                                              |                                             |        
|                                                         | Proceeds from sale of marketable securities                                                 |                                             |        
|                                                         | Other itemsnet                                                                             |                                             |        
|                                                         |                                                                                             |                                             |        
|NET CASH USED IN INVESTING ACTIVITIES                    |                                                                                             |                                             | (2,547 
|                                                         |                                                                                             |                                             |        
|Financing Activities:                                    |                                                                                             |                                             |        
|                                                         | Change in short-term borrowings                                                             |                                             |        
|                                                         | Purchases of treasury stock                                                                 |                                             |        
|                                                         | Dividends paid                                                                              |                                             |        
|                                                         |                                                                                             |                                             |        
|NET CASH USED IN FINANCING ACTIVITIES                    |                                                                                             |                                             | (1,692 
|                                                         |                                                                                             |                                             |        
|Effect of exchange rates on cash                         |                                                                                             |                                             | (683   
|                                                         |                                                                                             |                                             |        
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     |                                                                                             |                                             | (16,474
|Cash and cash equivalents at the beginning of the period |                                                                                             |                                             | 69,753 
|                                                         |                                                                                             |                                             |        
|CASH AND CASH EQUIVALENTS AT THE END OF THE PERIOD       |                                                                                             | $                                           | 53,279 
|                                                         |                                                                                             |                                             |        

See accompanying notes

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

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 March 31, 2001, the Company had foreign exchange contracts with a notional value of $31.1 million outstanding. The net
amount of deferred gains and losses at that date was immaterial.

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Note 4Inventories

Inventories consist of the following (in thousands):

|                                 |  | March 31,
2001 |        | September 30,
2000
|-------------------------------- |  | -------------- | ------ | ------------------
|Finished products                |  | $              | 1,042  |                   
|Work in process                  |  |                | 17,558 |                   
|Raw material and purchased parts |  |                | 10,465 |                   
|                                 |  |                |        |                   
|                                 |  | $              | 29,065 |                   
|                                 |  |                |        |                   

Note 5Comprehensive Income

Comprehensive income is as follows (in thousands):

|                                           |                                                             | Six Months Ended
March 31, |        | Three Months Ended
March 31, |  
|------------------------------------------ | ----------------------------------------------------------- | -------------------------- | ------ | ---------------------------- | -
|
|Net income                                 |                                                             | $                          | 9,634  |                              | $
|Foreign currency translation adjustments   |                                                             |                            | (1,755 | )                            |  
|Unrealized gains on marketable securities: |                                                             |                            |        |                              |  
|                                           | Unrealized holding gain (loss) during the period            |                            |        | 464                          |  
|                                           | Reclassification adjustment for gain included in net income |                            |        | (909                         | )
|                                           |                                                             |                            |        |                              |  
|                                           |                                                             | $                          | 7,434  |                              | $
|                                           |                                                             |                            |        |                              |  

Note 6Business Segment Information

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

|                           |                               | Six Months Ended
March 31, |       | Three Months Ended Ended
March 31, |  
|-------------------------- | ----------------------------- | -------------------------- | ----- | ---------------------------------- | -
|
|Revenues:                  |                               |                            |       |                                    |  
|Transportation systems     |                               | $                          | 101.3 |                                    | $
|Defense                    |                               |                            | 134.3 |                                    |  
|                           |                               |                            |       |                                    |  
|                           | Total for reportable segments |                            |       | 235.6                              |  
|Other revenues             |                               |                            | 12.5  |                                    |  
|                           |                               |                            |       |                                    |  
|                           |                               | $                          | 248.1 |                                    | $
|                           |                               |                            |       |                                    |  
|Operating profit:          |                               |                            |       |                                    |  
|Transportation systems     |                               | $                          | 10.4  |                                    | $
|Defense                    |                               |                            | 2.6   |                                    |  
|                           |                               |                            |       |                                    |  
|                           | Total for reportable segments |                            |       | 13.0                               |  
|Other profit               |                               |                            | 3.3   |                                    |  
|Interest expense           |                               |                            | (1.8  | )                                  |  
|                           |                               |                            |       |                                    |  
|Income before income taxes |                               | $                          | 14.5  |                                    | $
|                           |                               |                            |       |                                    |  

Note 7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.

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CUBIC CORPORATION  ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL  CONDITION AND RESULTS OF OPERATIONS  March 31, 2001

Results of Operations

Revenues for the first half of fiscal 2001 were 7% lower than the first half of fiscal 2000, as the result of lower sales in the transportation segment, which
more than offset higher sales in the defense segment. Second quarter sales in the transportation segment were down from last year, while defense sales in the quarter were virtually the same as in
2000.

Transportation
segment sales were impacted primarily by decreased activity on the Company's contract with the New York City Transit Authority and by decreased sales to train operating
companies (TOC's) in the London area. The decrease in sales to the New York customer can be attributed to normal fluctuations in activity on this contract, as a major phase of the program was
completed in the past year. The Company expects to continue to receive orders for additional work from this customer, as modernization of the system continues. The situation with the TOC's in London
is uncertain in the near term, as many of the franchises are up for renewal soon, creating hesitancy on the part of these companies to invest in the upgrade of fare collection systems at this time.
Management believes that the worldwide market for transportation systems and services will continue to grow and that the decline in sales in the current year should be temporary. Sales fluctuations
are normal and inherent to the transportation systems business, due to the generally large size of contracts and unpredictability in the timing of contract awards. The Company continues to pursue
large new transportation system and service opportunities, while working to develop further opportunities with its current customer base.

Although
transportation segment profits were impacted somewhat by the decrease in sales volume, increased profits from contracts in North America and the Far East, as well as European
service contracts, improved the profit performance of this segment for the first half of the fiscal year. For the second quarter, these higher profit margins resulted in profits equivalent to the
prior year, despite the drop in sales volume.

The
increase in defense segment sales for the first half of the year resulted from acquisitions made in fiscal 2000 and from growth in the computerized battlefield simulation and
training business. As discussed in the first quarter report, profits during the period were negatively impacted by costs incurred related to an air combat training range the Company had hoped to sell
to the Australian Ministry of Defence and by legal and consulting costs incurred related to the MILES 2000 contract. In addition, operating profits in the segment were impacted by increased research
and development expenditures in the current year, incurred in pursuit of new business opportunities. These costs were partially offset by higher profits from the computerized battlefield simulation
and training business.

Other
profits in the first half increased by $2.6 million over the previous year, primarily as a result of the sale of certain marketable securities at a profit, as mentioned
in the first quarter.

Liquidity and Capital Resources

Operating activities for the first half resulted in negative cash flows, primarily due to increases in accounts receivable in the defense segment. The Company
had expected to see improvement in this situation in the second quarter, however, that did not occur until after the close of the quarter. Positive cash flows in the month following the end of the
quarter more than offset the negative cash flows from operating activities for the first six months of the year. The Company expects that cash flows from operations will be positive for the fiscal
year ending September 30, 2001.

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The Company's financial condition remains strong with working capital of $167 million and a current ratio of 3.3 to 1 at March 31, 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. The backlog of orders at March 31, 2001 was $765 million compared
to $802 million at September 30, 2000 and $837 million at March 31, 2000.

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.

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PART IIOTHER INFORMATION  ITEM 6EXHIBITS AND REPORTS ON FORM 8-K



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 10, 2001 |  | /s/W. W. BOYLEW. W. Boyle
Vice President and CFO   
|Date May 10, 2001 |  | /s/T. A. BAZT. A. Baz
Vice President and Controller

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