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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

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CURRENT REPORT

PURSUANT TO SECTION�13 OR 15(d)�OF THE

SECURITIES EXCHANGE ACT OF 1934

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November�21, 2014

Date of Report (date of earliest event reported)

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Cubic Corporation

(Exact name of registrant as specified in its charter)

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Registrant�s telephone number, including area code: (858)�277-6780

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N/A

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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o������������������������� Written communication pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o������������������������� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o������������������������� Pre-commencement communications pursuant to Rule�14-d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b)).

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o������������������������� Pre-commencement communications pursuant to Rule�13-e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c)).

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Item 2.02 Results of Operations and Financial Condition.

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On November�25, 2014, Cubic Corporation (�Cubic�) (NYSE �CUB�) issued a press release announcing its financial results for the fiscal year ended September�30, 2014.�� A copy of the press release is attached hereto as Exhibit�99.1 and is incorporated herein by reference.

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In accordance with General Instruction B.2. of Form�8-K, the information in this Item 2.02, including Exhibit�99.1, shall not be deemed �filed� for purposes of Section�18 of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

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Item 8.01 Other Events

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On November�21, 2014, the Board of Directors of Cubic approved a 12.5%� increase in the cash dividend on Cubic�s common stock. The semi-annual dividend will increase from $0.12 per share to $0.135 per share, with the first dividend at the new rate expected to be declared in February�2015.

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This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created by such Act. Forward-looking statements include statements regarding the declaration and payment of future dividends. These statements involve risks, estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in these statements, including, among others, Cubic�s ability to generate cash flows from operations and the sufficiency of Cubic�s funds legally available for the payment of dividends under applicable law. In addition, please refer to the risk factors contained in Cubic�s filings with the Securities and Exchange Commission available at www.sec.gov, including Cubic�s most recent Annual Report on Form�10-K and Quarterly Reports on Form�10-Q. Because the risks, estimates, assumptions and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements, you should not place undue reliance on any forward-looking statements. Any forward-looking statement speaks only as of the date hereof, and, except as required by law, Cubic undertakes no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.

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Item 9.01� Financial Statements and Exhibits.

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SIGNATURES

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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 hereunto duly authorized.

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Exhibit�99.1

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Cubic Reports Fourth Quarter and Fiscal Year 2014 Results Including Record Quarterly Sales, Earnings, and Backlog

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������������������ Sales of $1.398 billion for fiscal year 2014, and record sales of $396.4 million for the fourth quarter

������������������ Net income of $69.5 million, or $2.59 per diluted share for the year, and record net income for the fourth quarter of $32.8 million, or $1.22 per diluted share

������������������ Adjusted EBITDA (1)�of $122.9 million for fiscal year 2014

������������������ Cash provided by operating activities of $114.8 million for the year

������������������ Strong contract awards in the fourth quarter led to record backlog of $3.180 billion as of September�30, 2014

������������������ Sales guidance of $1.425 billion to $1.465 billion; EPS guidance of $2.60 to $2.85 for 2015

������������������ Increase in semi-annual dividend from $0.12 to $0.135 per share approved by Board of Directors and expected to be declared in February�2015

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San Diego, CA, November�25, 2014 � Cubic Corporation (NYSE: CUB) today reported its financial results for the fiscal year ended September�30, 2014.

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Fourth Quarter Fiscal 2014

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Record fourth quarter sales of $396.4 million in 2014 were 16 percent higher than sales of $340.8 million in the corresponding quarter last year. Sales grew for the quarter for both the Transportation Systems (CTS) and Defense Systems (CDS) segments, but decreased for the Mission Support Services (MSS) segment. The increase in sales for the fourth quarter was principally due to strong CTS segment sales in the U.K. and Australia, as well as increased training system sales from CDS. Revenue from two businesses acquired by Cubic during the year totaled $16.2 million in the fourth quarter of 2014.

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Record net income in the fourth quarter of 2014 totaling $32.8 million, or $1.22 per diluted share, was driven by the growth in operating income for the quarter. Operating income was $39.3 million for the fourth quarter compared to an operating loss of $44.1 million in 2013. The 2014 operating income was positively impacted by the higher margins from increased sales in the U.K., Australia, and the U.S. Increased international sales of air combat training systems for the CDS segment also drove the increase in operating profit for the quarter. The operating loss in 2013 resulted from a goodwill impairment charge of $50.9 million within the MSS segment.

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Full Year Fiscal 2014

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Sales in fiscal year 2014 were $1.398 billion compared to $1.361 billion in 2013, an increase of 3 percent. Sales increased for the year from both CTS and CDS, but declined from MSS. Organic sales decreased 3 percent, while businesses acquired in 2014 and 2013 increased sales by $73.6 million.

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Operating income was $92.5 million for the year compared to $40.7 million in 2013, which included the goodwill impairment charge noted above. Operating income increased in 2014 for the MSS and CDS segments, but declined slightly for CTS, due to increases in cost estimates on a contract to design and build a transportation fare system for a customer in Vancouver, and due to losses recognized on a transportation services contract in Chicago.

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Net income attributable to Cubic shareholders was $69.5 million for the year, or $2.59 per diluted share, compared to $25.1 million, or $0.94 per diluted share for fiscal year 2013. The increase in net income was driven by growth in operating income as well as a decrease in the 2014 effective tax rate. Cubic�s 2014 effective tax rate decreased from last year primarily because 2013 had included a partially nondeductible goodwill impairment loss.

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Adjusted EBITDA (1)�increased to $122.9 million in fiscal year 2014 from $117.0 million in 2013, and was 9 percent of sales in both years.

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Total backlog was a record-high $3.180 billion at the end of fiscal year 2014, compared to $2.647 billion in the prior year, an increase of $534 million. The increase in backlog was primarily driven by a contract award of $704.2 million to CTS to operate and maintain a fare collection system in London, U.K. for seven years beginning in August�2015.

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�We are very proud of our record-setting quarter in sales, earnings, and backlog, which contributed to strong overall annual performance,� said Bradley H. Feldmann, president and chief executive officer of Cubic Corporation. �We are humbled and thankful for the continued trust of our customers and the superb performance of our great employees. We expect our results to improve as we grow Cubic and expand our global market leading positions in the transportation and defense markets.�

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(1)�������� Adjusted EBITDA is a Non-GAAP metric - see the table included in the section titled �Use of Non-GAAP Financial Information� for a reconciliation of these GAAP and non-GAAP financial measures)

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Reportable Segment Results

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Transportation Systems (43 percent of fiscal 2014 consolidated sales)

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CTS sales increased 13 percent in 2014 to $599.7 million from $529.5 million last year. Businesses acquired by CTS in fiscal years 2014 and 2013 contributed sales of $53.8 million in 2014 compared to $7.8 million in 2013. In 2014, sales increased on expanded system development work in the U.K. and on a system development and services contract for a customer in Chicago. Revenue comparisons were also positively impacted for the year by $6.0 million in foreign currency exchange rate differences.

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CTS operating income was down 1 percent to $65.9 million for fiscal 2014 compared to $66.8 million last year. In 2014, operating income decreased due to changes in cost estimates on a Vancouver contract and due to losses on services provided to a Chicago customer. These decreases in operating income were partially offset by growth in operating profits from the increased development work in the U.K. mentioned above. The average exchange rates between the prevailing currency in CTS� foreign operations and the U.S. dollar resulted in an increase in CTS operating income of $6.1 million for 2014 compared to 2013.

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Mission Support Services (28 percent of fiscal 2014 consolidated sales)

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MSS sales decreased 15 percent in 2014 to $398.1 million from $468.7 million in 2013. Sales in 2014 were lower due in part to the U.S. government�s shut down in October�2013 and reductions in spending by the U.S. government.

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MSS operating income increased to $7.8 million in 2014 from an operating loss of $36.1 million in 2013. Excluding the impact of the $50.9 million goodwill impairment recorded in 2013, MSS operating income decreased from 2013 to 2014 by 47 percent. The operating income in 2014 was impacted by the sales decreases described above and reduced profit margins on contracts due to competitive pressures driving down bid prices.

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Defense Systems (29 percent of fiscal 2014 consolidated sales)

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CDS sales increased 10 percent in 2014 to $400.6 million from $363.0 million in 2013. Businesses acquired by CDS in fiscal years 2014 and 2013 contributed sales of $17.9 million for 2014 compared to $3.7 million in 2013. Sales increased from a new ground combat training system development contract in the Far East, from tactical engagement simulation system contracts and from simulator contracts, including a new contract to develop simulation trainers for the U.S. Navy Littoral Combat Ships.

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Operating income in 2014 for CDS was $26.8 million compared to $14.2 million in 2013. Businesses acquired by CDS in fiscal years 2014 and 2013 had operating losses of $8.0 million for 2014, including a transaction-related $3.7 million charge for compensation expense related to amounts paid to employees of one of the acquired companies upon the close of the acquisition. In 2014, CDS had higher operating income on increased sales from the ground combat training system, simulator and development contracts mentioned above. Profit margins on a number of training system contracts improved in fiscal 2014 due to the restructuring activity in the third quarter of 2013, which reduced ongoing costs. The 2013 CDS restructuring activity resulted in a charge of $7.8 million in 2013.

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Cash Flows

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Operating activities provided cash of $114.8 million in 2014, while operating activities used cash of $13.3 million in 2013. In 2014, all three segments contributed to positive operating cash flows, with CTS providing the largest positive cash flows.

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Conference Call

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Cubic management will host a conference call to discuss the company�s fourth quarter and fiscal year 2014 results today, Tuesday November�25, 2014 at 4:30 PM ET (1:30 PM PT) that will be simultaneously broadcast over the Internet. Bradley H. Feldmann, president and chief executive officer and John �Jay� D. Thomas, executive vice president and chief financial officer, will host the call.

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Conference Dial-In Information

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Financial analysts and institutional investors interested in participating in the call are invited to dial

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������������������ (877) 407-8293 for domestic callers

������������������ (201) 689-8349 for international callers.

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Please dial-in approximately 10 minutes prior to the start of the call.

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Audio Webcast

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Listeners may access the conference call live over the Internet at the company�s website under the �Investor Relations� tab at www.cubic.com.

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Please allow 15 minutes prior to the call to visit our website to download any necessary audio software. For those unable to listen to the live broadcast, an archived version will be available at the same location for approximately 30 days following the live webcast.

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About Cubic

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Cubic Corporation is globally diversified in transportation and defense markets. The company�s Transportation segment is a leading systems integrator that develops and provides fare collection infrastructure, services and technology for public transit authorities and operators worldwide. Cubic�s Mission Support Services segment is a leading provider of training, operations, maintenance, technical and other support services to the U.S. and allied nations. The Defense Systems segment is a leading provider of realistic combat training systems and secure communications systems. For more information about Cubic, see the company�s web site at www.cubic.com.

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Forward-Looking Statements

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This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor created by such Act. Forward-looking statements include, among others, statements about our expectations regarding future events or our future financial and/or operating performance. These statements are often, but not always, made through the use of words or phrases such as �may,� �will,� �anticipate,� �estimate,� �plan,� �project,� �continuing,� �ongoing,� �expect,� �believe,� �intend,� �predict,� �potential,� �opportunity� and similar words or phrases or the negatives of these words or phrases. These statements involve risks, estimates, assumptions and uncertainties that could cause actual results to differ materially from those expressed in these statements, including, among others: our dependence on U.S. and foreign government contracts; delays in approving U.S. and foreign government budgets and cuts in U.S. and foreign government defense expenditures; the ability of certain government agencies to unilaterally terminate or modify our contracts with them; our ability to successfully integrate new companies into our business and to properly assess the effects of such integration on our financial condition; the U.S. government�s increased emphasis on awarding contracts to small businesses, and our ability to retain existing contracts or win new contracts under competitive bidding processes; the effects of politics and economic conditions on negotiations and business dealings in the various countries in which we do business or intend to do business; risks associated with the restatement of our prior consolidated financial statements, including our identification of material weaknesses in our internal control over financial reporting; competition and technology changes in the defense and transportation industries; our ability to accurately estimate the time and resources necessary to satisfy obligations under our contracts; the effect of adverse regulatory changes on our ability to sell products and services; our ability to identify, attract and retain qualified employees; business disruptions due to cyber security threats, physical threats, terrorist acts, acts of nature and public health crises; our involvement in litigation, including litigation related to patents, proprietary rights and employee misconduct; our reliance on subcontractors and on a limited number of third parties to manufacture and supply our products; our ability to comply with our development contracts and to successfully develop, introduce and sell new products, systems and services in current and future markets; defects in, or a lack of adequate coverage by insurance or indemnity for, our products and systems; and changes in U.S. and foreign tax laws, exchange rates or our economic assumptions regarding our pension plans. In addition, please refer to the risk factors contained in our SEC filings available at www.sec.gov, including our most recent Annual Report on Form�10-K and Quarterly Reports on Form�10-Q. Because the risks, estimates, assumptions and uncertainties referred to above could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements, you should not place undue reliance on any forward- looking statements. Any forward-looking statement speaks only as of the date hereof, and, except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date hereof.

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Use of Non-GAAP Financial Information

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Adjusted EBITDA represents net income attributable to Cubic before interest, taxes, non-operating income, goodwill impairment charges, depreciation and amortization. We believe that the presentation of Adjusted EBITDA included in this report provides useful information to investors with which to analyze our operating trends and performance and ability to service and incur debt. Also, Adjusted EBITDA is a factor we use in measuring our performance and compensating certain of our executives. Further, we believe Adjusted EBITDA facilitates company-to-company operating performance comparisons by backing out potential differences caused by variations in capital structures (affecting net interest expense), taxation, the age and book depreciation of property, plant and equipment (affecting relative depreciation expense), goodwill impairment charges and non-operating expenses which may vary for different companies for reasons unrelated to operating performance. In addition, we believe that Adjusted EBITDA is frequently used by securities analysts, investors and other interested parties in their evaluation of companies, many of which present an Adjusted EBITDA measure when reporting their results. Adjusted EBITDA is not a measurement of financial performance under GAAP and should not be considered as an alternative to net income as a measure of performance. In addition, other companies may define Adjusted EBITDA differently and, as a result, our measure of Adjusted EBITDA may not be directly comparable to Adjusted EBITDA of other companies. Furthermore, Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation, or as a substitute for analysis of our results as reported under GAAP.

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Because of these limitations, Adjusted EBITDA should not be considered as a measure of discretionary cash available to us to invest in the growth of our business. We compensate for these limitations by relying primarily on our GAAP results and using Adjusted EBITDA only supplementally. You are cautioned not to place undue reliance on Adjusted EBITDA.

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The following table reconciles Adjusted EBITDA to net income attributable to Cubic, which we consider to be the most directly comparable GAAP financial measure to Adjusted EBITDA.

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Financial Statements

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CUBIC CORPORATION

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CONSOLIDATED STATEMENTS OF INCOME

(amounts in thousands, except per share data)

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CUBIC CORPORATION

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CONSOLIDATED BALANCE SHEETS

(in thousands)

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CUBIC CORPORATION

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CONSOLIDATED BALANCE SHEETS�continued

(in thousands)

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CUBIC CORPORATION

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CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

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