Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “large accelerated filer”, an “accelerated filer”, a “non-accelerated filer” and a “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

As of September 27, 2014, 21,787,436October 3, 2015, 25,531,907 shares of common stock were outstanding consisting of 14,694,64517,396,338 shares of common stock ($.01 par value) and 7,092,7918,135,569 shares of Class B common stock ($.01 par value).

See notes to consolidated condensed financial statements.

See notes to consolidated condensed financial statements.

See notes to consolidated condensed financial statements.

See notes to consolidated condensed financial statements.

The balance sheet at December 31, 20132014 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements.

For further information, refer to the financial statements and footnotes thereto included in Astronics Corporation’s 20132014 annual report on Form 10-K.

We have twelve primary locations, tenoperations in the United States one in(“U.S.”), Canada and one in France. We design and build our products through our wholly owned subsidiaries Astronics Advanced Electronic Systems Corp. (“AES”); Astronics AeroSat Corporation (“AeroSat”); Astronics Test Systems, Inc. (“ATS”); Ballard Technology, Inc. (“Ballard”); DME Corporation and Astronics DME LLC (“DME”); Luminescent Systems, Inc. (“LSI”); Luminescent Systems Canada, Inc. (“LSI Canada”); Max-Viz, Inc. (“Max-Viz”); Peco, Inc. (“Peco”) and; PGA Electronic s.a. (“PGA”); Astronics Test Systems, Inc. (“ATS”) and Armstrong Aerospace, Inc. (“Armstrong”).

On February 28, 2014, Astronics acquired, through a wholly owned subsidiary ATS, certain assets and liabilities of EADS North America’s Test and Services division, located in Irvine, California. ATS is a leading provider of highly engineered automaticautomated test systems, subsystems and instruments for semi-conductorcommercial electronics and consumer electronicssemiconductor products to both the commercial and defense industries. ATS is included in our Test Systems segment.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated. Acquisitions are accounted for under the purchase method and, accordingly, the operating results for the acquired companies are included in the consolidated statements of earnings from the respective dates of acquisition.

Revenue and Expense Recognition

In the Aerospace segment, segment revenue is recognized on the accrual basis at the time of shipment of goods and transfer of title. There are no significant contracts allowing for right of return.

In the Test Systems segment, revenue of approximately 1% and 62% for the three months ending September 27, 2014 and September 28, 2013, respectively, and approximately 1% and 40% for the nine months ending September 27, 2014 and September 28, 2013 respectively, is recognized from long-term, fixed-price contracts using the percentage-of-completion method of accounting, measured by multiplying the estimated total contract value by the ratio of actual contract costs incurred to date to the estimated total contract costs. Substantially all long-term contracts are with U.S. government agencies and contractors thereto. The Company makes significant estimates involving its usage of percentage-of-completion accounting to recognize contract revenues. The Company periodically reviews contracts in process for estimates-to-completion, and revises estimated gross profit accordingly. While the Company believes its estimated gross profit on contracts in process is reasonable, unforeseen events and changes in circumstances can take place in a subsequent accounting period that may cause the Company to revise its estimated gross profit on one or more of its contracts in process. Accordingly, the ultimate gross profit realized upon completion of such contracts can vary significantly from estimated amounts between accounting periods. Revenue not recognized using the percentage-of-completion method is recognized at the time of shipment of goods and transfer of title.

With the acquisition of ATS, a portion of our Test Systems segment sales are recognized as multiple element arrangements, whereby revenue is allocated to the equipment and post installation maintenance service components based upon vendor specific objective evidence, typically pricing established in the contracts for the post installation services. If vendor-specific objective evidence of selling price is not available, we allocate revenue to the elements of the bundled arrangement using the estimated selling price method in order to qualify the components as separate units of accounting. Revenue on the equipment component is recognized when the equipment is accepted by the customers and title passes. Revenue on the post installation maintenance service component is recognized over the contractual life of the service to be provided, typically 24 months from installation.

All acquired intangible assets other than goodwill and one trade name are being amortized. Amortization expense for acquired intangibles is summarized as follows:

		Nine Months Ended								Three Months Ended
(In thousands)		Sept. 27, 2014				Sept. 28, 2013				Sept. 27, 2014				Sept. 28, 2013
Amortization Expense		$	12,673			$	2,429			$	7,769			$	1,494

Amortization expense for acquired intangible assets expected for 20142015 and for each of the next five years is summarized as follows:

(In thousands)
2014		$	15,651
2015			8,554
2016			8,092
2017			7,677
2018			7,585
2019			7,433

On September 26, 2014, the Company modified and extended its existing credit facility (the “Original Facility”) by entering into the Fourth Amended and Restated Credit Agreement (the “Agreement”). On the closing date, there were $180.5 million of term loans outstanding and $6 million of revolving loans outstanding under the Original Facility. Pursuant to the Agreement, the Original Facility was replaced with a $350 million revolving credit line with the option to increase the line by up to $150 million. The outstanding balances in the Original Facility were rolled into the Agreement on the date of entry. In addition, the maturity date of the loans under the Agreement is now September 26, 2019.

At October 3, 2015 there was $193.0 million outstanding on the revolving credit facility and there remains $155.9 million available, net of outstanding letters of credit. The credit facility allocates up to $20 million of the $350 million revolving credit line for the issuance of letters of credit, including certain existing letters of credit. At October 3, 2015, outstanding letters of credit totaled $1.1 million.

Covenants in the Agreement have been modified to where the maximum permitted leverage ratio of funded debt to Adjusted EBITDA (as defined in the agreement)Agreement) is 3.5 to 1, increasing to 4.0 to 1 for up to two2 fiscal quarters following the closing of an acquisition permitted under the Agreement. The Company will pay interest on the unpaid principal amount of the facility at a rate equal to one, threeone-, three- or six month Liborsix-month LIBOR plus between 137.5 basis points and 225 basis points based upon the Company’s leverage ratio. The Company will also pay a commitment fee to the Lenderslenders in an amount equal to between 17.5 basis points and 35 basis points on the undrawn portion of the credit facility, based upon the Company’s leverage ratio. The fixed charge coverage ratio under the Original Facility has been replaced with a minimum interest coverage ratio (EBITDA(Adjusted EBITDA to interest expense) of 3.0 to 1 for the term of the Agreement. EBITDA, as defined inThe Company’s interest coverage ratio was 39.6 to 1 at October 3, 2015. The Company’s leverage ratio was 1.5 to 1 at October 3, 2015.

In the agreement, isevent of voluntary or involuntary bankruptcy of the sum of consolidated net income plus feesCompany or any subsidiary, all unpaid principal and expenses incurred in connection with a permitted acquisition for financing to the extent reducing consolidated net income, consolidated interest expense, provisions for taxes based on income, total depreciation expense, total amortization expense, other non-cash items reducing consolidated net income and any reduction of consolidated net income resulting from the fair valuation adjustment to inventory cost in connection with any permitted acquisition, less other non-cash items increasing consolidated net income for such period. Extraordinary gains, whether cash or non-cash, and earn-out adjustments in the purchase price for permitted acquisitions shall not be included in the calculation of EBITDA.

At September 27, 2014, there was $186.5 million outstanding on the revolving credit facility. There remains approximately $154.8 million availableamounts owing under the revolving credit facility on September 27, 2014, netAgreement automatically become due and payable. Other events of outstanding lettersdefault, such as failure to make payments as they become due and breach of credit. The credit facility allocates upfinancial and other covenants, change of control, judgments over a certain amount, and cross default under other agreements give the Agent the option to $20 milliondeclare all such amounts immediately due and payable.

The effective tax rates were approximately 27.2%33.0% and 33.4%31.0% for the nine months and 31.2% and 27.2% for the three months ended October 3, 2015 and 31.0% and 28.8% for the nine months ended September 27, 2014, and September 28, 2013, respectively. The effective tax rate for the third quarter and first nine months of 2015 and 2014 waswere lower than the federal statutory rate due to the domestic production activity deduction, domestic research and development tax credits and lower effective tax rates on foreign income and the recognitionincome.

Stock options with exercise prices greater than the average market price of the underlying common shares are excluded from the computation of diluted earnings per share because they are out-of-the-money and the effect of their inclusion would be anti-dilutive. The number of common shares covered by out-of-the-money stock options were insignificant at September 27, 2014.

October 3, 2015 was insignificant.