8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported) February 25, 2008

DUCOMMUN INCORPORATED

(Exact name of registrant as specified in its charter)

Delaware	001-08174	95-0693330
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

23301 Wilmington Avenue, Carson, California	90745-6209
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (310) 513-7280

N/A

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

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 2.02 Results of Operations and Financial Condition.

Ducommun Incorporated issued a press release on February 25, 2008 in the form attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

99.1 Ducommun Incorporated press release issued on February 25, 2008.

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 hereunto duly authorized.

	DUCOMMUN INCORPORATED
	(Registrant)
Date: February 25, 2008	By:	/s/ James S. Heiser
		James S. Heiser
		Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

CONTACT:	Joseph C. Berenato
	Chairmanand Chief Executive Officer
	(310)513-7209

FOR IMMEDIATE RELEASE

DUCOMMUN INCORPORATED REPORTS RESULTS FOR THE FOURTH QUARTER AND

YEAR ENDED DECEMBER 31, 2007

LOS ANGELES, California (February 25, 2008) – Ducommun Incorporated (NYSE: DCO) today reported results for the fourth quarter and year ended December 31, 2007.

Sales for the fourth quarter of 2007 were $93.5 million, compared to $87.8 million for the fourth quarter of 2006. Net income for the fourth quarter of 2007 was $5.4 million, or $0.51 per diluted share, compared to net income of $4.3 million, or $0.41 per diluted share, for the comparable period last year.

Sales for the year 2007 were $367.3 million, compared to $319.0 million for the year 2006. Net income for the year 2007 was $19.6 million, or $1.88 per diluted share, compared to net income of $14.3 million, or $1.39 per diluted share, for the comparable period last year.

Sales for the fourth quarter of 2007 increased 6% from the same period last year primarily due to an increase in commercial product sales. The Company’s mix of business in the fourth quarter of 2007 was approximately 58% military, 38% commercial and 4% space, compared to 63% military, 34% commercial and 3% space in the fourth quarter of 2006.

Gross profit, as a percentage of sales, was 18.2% in the fourth quarter of 2007, compared to 18.1% in the fourth quarter of 2006. Gross profit in the fourth quarter of 2007 benefited from improvements in operating performance at Ducommun AeroStructures and Ducommun Technologies and a favorable change in sales mix. However, these improvements were offset by higher bonus and environmental accruals in 2007 than in 2006.

Selling, general and administrative (SG&A) expenses decreased to $10.0 million in the fourth quarter of 2007, compared to $12.3 million in the fourth quarter of 2006. The decrease in SG&A expenses included a gain of $1.2 million from the settlement of the Company’s contract termination claim related to the Space Shuttle program.

Net income for the fourth quarter of 2007 increased 27% from the fourth quarter of 2006 primarily due to the reasons stated above, partially offset by a higher effective tax rate in the fourth quarter of 2007. The Company’s effective tax rate for the fourth quarter of 2007 was 19.0%, compared to a 48.3% tax benefit in the fourth quarter of 2006.

Sales for the year 2007 increased 15% from the same period in 2006, primarily due to increases in commercial product sales and military service sales. The Company’s mix of business for 2007 was 60% military, 37% commercial and 3% space, compared to 66% military, 32% commercial and 2% space for the year 2006.

Gross profit, as a percentage of sales, increased to 20.6% in the year 2007 from 19.6% in the year 2006. The gross profit margin increase was primarily attributable to improvements in operating performance at Ducommun AeroStructures and Ducommun Technologies, partially offset by higher bonus and environmental accruals in 2007 than in 2006.

Selling, general and administrative (SG&A) expenses, as a percentage of sales, decreased to 12.6% for the year 2007 from 13.1% for the year 2006. The decrease in SG&A expenses, as a percentage of sales, was primarily the result of spreading SG&A expenses over a higher volume of sales, partially offset by higher bonus accruals in 2007 and expenses of the WiseWave and CMP businesses which were acquired in the second and third quarters of 2006, respectively. SG&A expenses in 2007 also included a gain of $1.2 million from the settlement of the Company’s contract termination claim related to the Space Shuttle program.

Net income for the year 2007 increased 37% from the year 2006 primarily due to the reasons stated above, partially offset by a higher effective tax rate in the year 2007. The Company’s effective tax rate for the year 2007 was 28.0%, compared to 21.0% for the year 2006.

Joseph C. Berenato, chairman and chief executive officer, stated, “2007 was a good year for Ducommun, both operationally and financially. Sales for Boeing commercial aircraft, regional and business aircraft, and commercial helicopters grew strongly in 2007, while our military markets, particularly for government services, remained robust. In 2007, we were awarded significant contracts for NASA’s Crew Launch Vehicle, Boeing’s 737 aircraft, Sikorsky’s Black Hawk helicopter, and Embraer’s 170/190 aircraft. We continued our success in moving up the value chain by capturing major assemblies for the Dassault Falcon aircraft and the Carson helicopter. We also booked significant new work on the Boeing 787 aircraft for titanium components, composite panels and wiring harness assemblies which we expect to grow significantly in the future.”

Mr. Berenato continued, “The Company’s Lean and Six Sigma initiatives contributed to improvements in operating efficiency in 2007. Despite start-up costs for new programs and those associated with the opening of our second overseas facility in Mexico, gross profit and operating income margins grew nicely. As we enter 2008, we expect to continue the Company’s growth as we leverage the gains made in 2007.”

Founded in 1849, Ducommun Incorporated provides engineering and manufacturing services for the aerospace and defense industry.

A teleconference with Joseph C. Berenato, the Company’s chairman and chief executive officer, will be held today at 7:30 AM PT (10:30 AM ET). To participate in the teleconference, please call 866-761-0748 (international 617-614-2706) approximately ten minutes prior to the conference time stated above. The participant passcode is 47463615. Mr. Berenato will be speaking on behalf of the company and anticipates the meeting and Q&A period to last approximately 40 minutes.

This call is being webcast by Thompson/CCBN and can be accessed at Ducommun’s web site at www.ducommun.com. Conference call replay will be available from the Company’s web site at www.ducommun.com.

The statements made in this press release include forward-looking statements that involve risks and uncertainties. The Company’s future financial results could differ materially from those anticipated due to the Company’s dependence on conditions in the airline industry, the level of new commercial aircraft orders, production rates for Boeing commercial aircraft, the C-17 and Apache helicopter rotor blade programs, the level of defense spending, competitive pricing pressures, manufacturing inefficiencies, start-up costs and possible overruns on new contracts, technology and product development risks and uncertainties, product performance, risks associated with acquisitions and dispositions of businesses by the Company, increasing consolidation of customers and suppliers in the aerospace industry, possible goodwill impairment, availability of raw materials and components from suppliers, and other factors beyond the Company’s control. See the Company’s Form 10-K for the year ended December 31, 2007 for a more detailed discussion of these and other risk factors and contingencies.

[Financial Table Follows]

DUCOMMUN INCORPORATED AND SUBSIDIARIES

COMPARATIVE DATA

CONSOLIDATED INCOME STATEMENT

(in thousands, except per share amounts)

	Three Months Ended						Year Ended
	December 31, 2007			December 31, 2006			December 31, 2007			December 31, 2006
Sales and Service Revenues:
Product Sales	$	79,582		$	72,950		$	310,961		$	269,520
Service Revenues		13,894			14,876			56,336			49,501
Total		93,476			87,826			367,297			319,021
Operating Costs and Expenses:
Cost of Product Sales		65,011			59,131			246,403			215,453
Cost of Service Revenues		11,425			12,826			45,053			41,012
Selling, General & Administrative Expenses		10,000			12,258			46,191			41,867
Total		86,436			84,215			337,647			298,332
Operating Income		7,040			3,611			29,650			20,689
Interest Expense		(350	)		(733	)		(2,395	)		(2,601	)
Income Tax Expense		(1,272	)		1,390			(7,634	)		(3,791	)
Net Income	$	5,418		$	4,268		$	19,621		$	14,297
Earnings Per Share:
Basic Earnings Per Share	$	0.52		$	0.42		$	1.89		$	1.40
Diluted Earnings Per Share		0.51			0.41			1.88			1.39
Weighted Averaged Number of Common Shares Outstanding:
Basic		10,518			10,258			10,398			10,211
Diluted		10,670			10,341			10,457			10,290

DUCOMMUN INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(in thousands, except share data)

	December 31, 2007			December 31, 2006
Assets
Current Assets:
Cash and Cash Equivalents	$	31,571		$	378
Accounts Receivable, Less Allowance for Doubtful Accounts		39,226			42,658
Unbilled Receivables		5,615			3,482
Inventories		67,769			64,587
Deferred Income Taxes		7,727			6,116
Other Current Assets		5,328			5,521
Total Current Assets		157,236			122,742
Property and Equipment, Net		56,294			52,987
Goodwill, Net		106,632			106,628
Other Assets		12,314			14,676
	$	332,476		$	297,033
Liabilities and Shareholders’ Equity
Current Liabilities:
Current Portion of Long-Term Debt	$	1,859		$	1,196
Accounts Payable		33,845			32,948
Accrued Liabilities		43,829			33,243
Total Current Liabilities		79,533			67,387
Long-Term Debt, Less Current Portion		23,892			29,240
Deferred Income Taxes		5,584			6,670
Other Long-Term Liabilities		9,416			6,711
Total Liabilities	$	118,425		$	110,008
Commitments and Contingencies
Shareholders Equity:
Common Stock		105			103
Additional Paid-In-Capital		53,444			46,320
Retained Earnings		162,192			142,760
Accumulated Other Comprehensive Loss		(1,690	)		(2,158	)
Total Shareholders’ Equity		214,051			187,025
	$	332,476		$	297,033

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