DUCOMMUN INC /DE/

DUCOMMUN INCORPORATED AND SUBSIDIARIES

FORWARD-LOOKING STATEMENTS AND RISK FACTORS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be preceded by, followed by or include words such as “could,” “may,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “would,” or similar expressions. These statements are based on the beliefs and assumptions of our management at the time such statements are made. Generally, forward-looking statements include information concerning our possible or assumed future actions, events or results of operations. Forward-looking statements specifically include, without limitation, the information in this Form 10-Q regarding: future revenues, earnings, cash flow, revenue recognition, uses of cash and other measures of financial performance, projections or expectations for future operations, including costs to complete contracts, goodwill impairment evaluations, useful life of intangible assets, unrecognized tax benefits and effective tax rate, possible labor disruptions, the imposition of tariffs, environmental remediation costs, insurance recoveries, industry trends and expectations, including ramp up times for build rates, our plans with respect to restructuring activities, capital expenditures, completed acquisitions, future acquisitions and dispositions, and expected business opportunities that may be available to us.

Although we believe that the expectations reflected in the forward-looking statements are based on reasonable assumptions, these forward-looking statements are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those projected. We cannot guarantee future results, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy and completeness of the forward-looking statements. All written and oral forward-looking statements made in connection with this Form 10-Q that are attributable to us or persons acting on our behalf are expressly qualified in their entirety by the “Risk Factors” contained within Part I, Item 1A of our Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2025 (“2025 Form 10-K/A”).

There can be no assurance that other factors will not affect the accuracy of these forward-looking statements or that our actual results will not differ materially from the results anticipated in such forward-looking statements. While it is impossible to identify all such factors, some factors that could cause actual results to differ materially from those estimated by us include, but are not limited to, those factors or conditions described under Risk Factors contained within Part I, Item 1A of our 2025 Form 10-K/A and the following:

•the considerable amount of cash needed to run our business and its impact on our ability to service our indebtedness;

•our indebtedness could limit our financing options;

•the covenants in our credit facilities impose restrictions that may limit our operating and financial flexibility;

•the typical trading volume of our common stock may affect an investor’s ability to sell significant stock holdings in the future without negatively impacting our stock price;

•our amount of debt may require us to raise additional capital to fund acquisitions;

•our end-use markets are cyclical;

•we depend on a select base of industries and customers;

•a significant portion of our business depends on the U.S. government defense spending, which could be impacted by a prolonged U.S. federal government shutdown;

•exports of certain of our products and our production facility in Guaymas, Mexico are subject to various export control regulations and authorizations for proposed sales to certain foreign customers;

•existing and new tariffs imposed by the U.S. administration or foreign governments could impact the operation and conduct of our business outside the United States, including our production facility in Mexico, the sale of products to customers outside the United States and the import of raw materials and equipment from suppliers outside the United States;

•contracts with some of our customers give them a variety of rights that are unfavorable to us and the OEMs (as defined below) to whom we provide products and services, including the ability to terminate a contract at any time for convenience;

•further consolidation in the aerospace industry could adversely affect our business;

•risks related to our ability to execute our growth strategy, which includes evaluating select acquisitions;

•we may not be successful in achieving expected operating efficiencies and sustaining or improving operating expense reductions, and may experience business disruptions associated with restructuring, performance center consolidations, realignment, cost reduction, and other strategic initiatives;

•risks related to enhanced design, product development, manufacturing, supply chain project management and other skills will be required as we move up the value chain to become a more value added supplier;

•risks associated with operating and conducting our business outside the United States;

•customer pricing pressures could reduce the demand and/or price for our products and services;

•our products and processes are subject to risk of obsolescence as a result of changes in technology and evolving industrial and regulatory standards;

•we may not have the ability to renew facilities leases on terms favorable to us, and relocation of operations present risks due to business interruptions;

•we may be subject to litigation, other legal proceedings, indemnity and product liability claims, including claims that could exceed the limits of our insurance coverage and subrogation claims asserted by third-party insurers, including the Mexican-based carrier of the entity that initiated a lawsuit against us in federal court in California for losses incurred during the June 2020 fire in Guaymas, Mexico, which may become material;

•our operations are subject to numerous extensive, complex, costly and evolving laws, regulations and restrictions, including the Defense Contract Audit Agency and cybersecurity requirements;

•we are subject to a number of procurement laws with which we must comply;

•risks associated with unanticipated changes in our tax provision or exposure to additional income tax liabilities;

•possible goodwill and other asset impairments could result in substantial charges;

•the risk of environmental liabilities and our sustainability responsibilities;

•risks associated with our ability to implement changes in estimates when bidding on fixed-price contracts;

•risks related to the identified material weakness in our internal control over financial reporting;

•risks related to the restatement of our prior consolidated financial statements;

•risks related to our ability to accurately report our financial results, including fully remediating any material weakness on a timely basis, or prevent fraud if our internal control over financial reporting is not effective;

•risks related to our dependence upon our ability to attract and retain key personnel;

•risks associated with labor disruptions and the ability of our suppliers to meet the quality and delivery expectations of our customers;

•risks related to our reliance on our suppliers to meet quality and delivery expectations of our customers;

•risks associated with cybersecurity preparedness and attacks;

•risks related to assertions by third parties of violations of intellectual property rights or the inability to successfully enjoin the misappropriation of our intellectual property rights; and

•damage or destruction of our facilities caused by natural disasters could affect our financial results.

We caution the reader that undue reliance should not be placed on any forward-looking statements, which speak only as of the date of this Form 10-Q. We do not undertake any duty or responsibility to update any of these forward-looking statements to reflect events or circumstances after the date of this Form 10-Q, except as required by law.