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) October 27, 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 October 27, 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 October 27, 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: October 27, 2008	By:	/s/ James S. Heiser
		James S. Heiser
		Vice President and General Counsel

EX-99.1

EXHIBIT 99.1

CONTACT: Joseph P. Bellino

Vice President and Chief Financial Officer

(310) 513-7211

FOR IMMEDIATE RELEASE

DUCOMMUN INCORPORATED REPORTS RESULTS FOR THE THIRD QUARTER ENDED SEPTEMBER 27, 2008

LOS ANGELES, California (October 27, 2008) – Ducommun Incorporated (NYSE: DCO) today reported results for its third quarter ended September 27, 2008.

Sales for the third quarter of 2008 were $100.9 million, up 7% compared to $94.7 million for the third quarter of 2007. Net income for the third quarter of 2008 increased 7% to $6.3 million, or $0.59 per diluted share, compared to net income of $5.8 million, or $0.55 per diluted share, for the comparable period last year.

The sales increase for the third quarter of 2008 from the same period last year was primarily due to an increase in commercial sales. The Company’s mix of business in the third quarter of 2008 was approximately 56% military, 41% commercial and 3% space, compared to 60% military, 38% commercial and 2% space in the third quarter of 2007.

Gross profit dollars increased slightly in the third quarter 2008 as compared to the comparable period last year. Gross profit, as a percentage of sales, was 20.6% in the third quarter of 2008, compared to 21.7% in the third quarter of 2007. The gross profit margin percentage decrease was primarily attributable to lower operating performance at Ducommun Technologies, Inc. (DTI). Selling, general and administrative (SG&A) expenses decreased slightly to $11.5 million, or 11.4% as a percentage of sales, in the third quarter of 2008 as compared to $11.8 million, or 12.5% as a percentage of sales, in the third quarter of 2007.

The net income increase of 7% for the third quarter of 2008 compared to the third quarter of 2007 was primarily due to the reasons stated above and lower interest expense, which were partially offset by a higher effective tax rate. The Company’s effective tax rate for the third quarter of 2008 was 30.3%, compared to 27.7% in the third quarter of 2007.

Sales for the first nine months of 2008 increased 10% to $302.4 million, compared to $273.8 million for the first nine months of 2007. Net income increased 22% for the first nine months of 2008 to $17.3 million, or $1.63 per diluted share, compared to net income of $14.2 million, or $1.36 per diluted share, for the comparable period last year.

The sales increase of 10% for the first nine months of 2008 was due to growth in both military and commercial sales. The Company’s mix of business in the first nine months of 2008 was approximately 58% military, 40% commercial and 2% space, compared to 61% military, 37% commercial and 2% space in the first six months of 2007.

Gross profit dollars in the first nine months of 2008 increased to $63.4 million from $58.8 million a year ago. Gross profit, as a percentage of sales, was 21.0% in the first nine months of 2008 and 21.5% in the first nine months of 2007. The gross profit margin decrease was primarily attributable to lower operating performance at DTI, partially offset by an improvement in operating performance at Ducommun AeroStructures, Inc. SG&A expenses were down slightly at $35.9 million, or 11.9% as a percentage of sales, in the first nine months of 2008 as compared to $36.2 million, or 13.2% as a percentage of sales, in the first nine months of 2007.

The net income increase of 22% in the first nine months of 2008 from the first nine months of 2007 was primarily due to the reasons stated above and lower interest expense, partially offset by a higher effective tax rate. The Company’s effective tax rate for the first nine months of 2008 was 34.6%, compared to 30.9% in the first nine months of 2007. The Company expects to record, in its fourth quarter, the benefit of R&D tax credits resulting from legislation enacted in October 2008. The R&D tax credit will effectively lower the Company’s 2008 fourth quarter and full year tax rate. The current legislation extends R&D tax credits through December 2009.

Joseph C. Berenato, chairman and chief executive officer stated, “Ducommun turned in its strongest quarterly financial performance in the 159 year history of our Company despite the events of the past several months in the financial markets and the onset of the Boeing machinist strike in early September. Even so, Ducommun cannot stand immune from the events taking place in the global economy. We expect to see some softening of military revenue as the reduced tempo of overall activity in the Middle East moderates our Apache build rate, and the effect of the on-going Boeing strike impacts our commercial revenue in the short-term.”

Mr. Berenato continued, “Nonetheless, we continue to win new programs and believe that commercial build rates will remain strong for the foreseeable future. Despite some softening in our markets, we believe that Ducommun will continue to post positive internal growth as we look for compatible acquisitions to enhance our capabilities and to make us more important to our key customers.”

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

A teleconference with Joseph C. Berenato, the Company’s chairman and chief executive officer and Joseph P. Bellino, the Company’s vice president and chief financial officer will be held today at 7:30 AM PT (10:30 AM ET). To participate in the teleconference, please call 866-713-8567 (international 617-597-5326) approximately ten minutes prior to the conference time stated above. The participant passcode is 76789510. Mr. Berenato and Mr. Bellino will be speaking on behalf of the company and anticipate the meeting and Q&A period to last approximately 40 minutes.

This call is being webcast by Thomson Reuters and can be accessed at Ducommun’s web site at www.ducommun.com. Conference call replay will be available until November 3, 2008 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 and Form 10-Q for the quarter ended September 27, 2008 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						Nine Months Ended
	Sept. 27, 2008			Sept. 29, 2007			Sept. 27, 2008			Sept. 29, 2007
Sales and Service Revenues:
Product sales	$	86,299		$	80,509		$	259,200		$	231,379
Service revenues		14,557			14,156			43,179			42,442
Total		100,856			94,665			302,379			273,821
Operating Costs and Expenses:
Cost of product sales		68,462			62,748			204,435			181,392
Cost of service revenues		11,571			11,387			34,537			33,628
Selling, general & administrative expenses		11,484			11,831			35,942			36,191
Total		91,517			85,966			274,914			251,211
Operating Income		9,339			8,699			27,465			22,610
Interest Expense		(355	)		(628	)		(948	)		(2,045	)
Income Tax Expense		(2,720	)		(2,239	)		(9,170	)		(6,362	)
Net Income	$	6,264		$	5,832		$	17,347		$	14,203
Earnings Per Share:
Basic earnings per share	$	0.59		$	0.56		$	1.64		$	1.37
Diluted earnings per share		0.59			0.55			1.63			1.36
Weighted Averaged Number of Common Shares Outstanding:
Basic		10,578			10,409			10,567			10,357
Diluted		10,693			10,560			10,671			10,440

DUCOMMUN INCORPORATED AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

	September 27, 2008			December 31, 2007
Assets
Current Assets:
Cash and cash equivalents		20,170			31,571
Accounts receivable, less allowance for doubtful accounts		49,974			39,226
Unbilled receivables		5,910			5,615
Inventories		79,891			67,769
Deferred income taxes		7,043			7,727
Other current assets		6,590			5,328
Total Current Assets		169,578			157,236
Property and Equipment, Net		58,560			56,294
Goodwill, Net		106,632			106,632
Other Assets		11,021			12,314
	$	345,791		$	332,476
Liabilities and Shareholders’ Equity
Current Liabilities:
Current portion of long-term debt	$	2,864		$	1,859
Accounts payable		29,692			33,845
Accrued liabilities		42,411			43,829
Total Current Liabilities		74,967			79,533
Long-Term Debt, Less Current Portion		21,029			23,892
Deferred Income Taxes		6,534			5,584
Other Long-Term Liabilities		10,411			9,416
Total Liabilities		112,941			118,425
Commitments and Contingencies
Shareholders’ Equity:
Common Stock		106			105
Additional paid-in-capital		55,705			53,444
Retained earnings		178,746			162,192
Accumulated other comprehensive loss		(1,707	)		(1,690	)
Total Shareholders’ Equity		232,850			214,051
	$	345,791		$	332,476