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 16, 2012

____________________

MARTEN TRANSPORT, LTD.

(Exact name of registrant as specified in its charter)

Delaware	0-15010	39-1140809
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

129 Marten Street Mondovi, Wisconsin	54755
(Address of principal executive offices)	(Zip Code)

(715) 926-4216

(Registrant’s telephone number, including area code)

Not applicable.

(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 (see General Instruction A.2. below):

¨ 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))

Section 2 – Financial Information

Item 2.02.  Results of Operations and Financial Condition.

On October 16, 2012, the company issued a press release announcing financial results for the quarter ended September 30, 2012.  Attached hereto as Exhibit 99.1 is a copy of the company’s press release dated October 16, 2012 announcing the company’s financial results for this period.

The press release also includes a discussion of operating revenue, net of fuel surcharge revenue; operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue; and logistics revenue, net of intermodal fuel surcharge revenue.  The company provided these additional disclosures because management believes removing these sources of revenue provides a more consistent basis for comparing results of operations from period to period.  These financial measures in the press release have not been determined in accordance with generally accepted accounting principles (“GAAP”).  Pursuant to Regulation G, the company has included a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.  For the discussion of operating revenue, net of fuel surcharge revenue; operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue; and logistics revenue, net of intermodal fuel surcharge revenue, the most directly comparable GAAP financial measures are operating revenue, operating expenses divided by operating revenue, and logistics revenue, respectively, which are reconciled in the attached Exhibit 99.1.

The information contained in this report and the exhibit hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Section 9 – Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits.

(a)	Financial Statements of Businesses Acquired. Not Applicable.
(b)	Pro Forma Financial Information. Not Applicable.
(c)	Shell Company Transactions. Not Applicable.
(d)	Exhibits.
	Exhibit No.	Description
	99.1	Press Release dated October 16, 2012 (included herewith).

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 thereunto duly authorized.

	MARTEN TRANSPORT, LTD.
Dated: October 17, 2012	By:	/s/ James J. Hinnendael
		James J. Hinnendael Its: Chief Financial Officer

MARTEN TRANSPORT, LTD.

FORM 8-K

INDEX TO EXHIBITS

Exhibit No.	Description
99.1	Press Release dated October 16, 2012 (included herewith).

EX-99.1

Exhibit 99.1

Marten Transport Announces Third Quarter Results

Tenth Consecutive Quarter of Year-Over-Year Profit Growth

MONDOVI, Wis., Oct. 16, 2012 (GLOBE NEWSWIRE) -- Marten Transport, Ltd. (Nasdaq:MRTN) today reported a 2.9% increase in net income to $6.5 million, or 29 cents per diluted share, for the third quarter ended September 30, 2012, from $6.3 million, or 29 cents per diluted share, for the third quarter of 2011. Net income increased 17.6% for the 2012 nine-month period to $19.5 million, or 88 cents per diluted share, from $16.6 million, or 75 cents per diluted share, in the 2011 nine-month period. It was the Company's tenth consecutive year-over-year increase in quarterly profitability.

Operating revenue, consisting of revenue from truckload and logistics operations, increased to $163.6 million in the third quarter of 2012 from $156.3 million in the third quarter of 2011, and increased to $472.0 million in the 2012 nine-month period from $445.3 million in the 2011 nine-month period. Operating revenue, net of fuel surcharges, increased 4.6% to $133.3 million in the 2012 quarter from $127.5 million in the 2011 quarter, and increased 5.9% to $383.2 million in the 2012 nine-month period from $361.8 million in the 2011 nine-month period. Fuel surcharge revenue increased to $30.3 million for the third quarter of 2012 from $28.8 million in the 2011 quarter, and increased to $88.9 million for the 2012 nine-month period from $83.5 million for the 2011 nine-month period.

Operating expenses as a percentage of operating revenue, with both amounts net of fuel surcharge revenue, increased to 92.6% for the third quarter of 2012 from 91.3% for the third quarter of 2011, and improved to 91.5% for the 2012 nine-month period from 91.7% for the 2011 nine-month period.

Marten's effective income tax rate decreased to 33.4% for the third quarter of 2012 from 41.4% for the third quarter of 2011, primarily due to a decrease to the Company's deferred income tax liability as a result of a change in income apportionment for several states. As a result, Marten's effective income tax rate decreased to 39.3% for the 2012 nine-month period from 43.4% for the 2011 nine-month period.

Chairman and Chief Executive Officer Randolph L. Marten said, "While our earnings were negatively impacted by near-term headwinds – steadily rising diesel fuel prices, extreme heat and the persistently weak economy impacting volumes – we remain confident in our long-term strategy. We continue to develop a diverse customer base that gains value from and expands all of our operating units.

"In spite of the challenging circumstances, our truckload and intermodal revenue, each net of fuel surcharges, increased 5.4% and 11.2%, respectively, over last year's third quarter, while our brokerage revenue increased 7.9% over the same period. We continue to see improvement in our average truckload revenue, net of fuel surcharges, per tractor per week, which increased 7.3% in the third quarter over the same quarter last year, but the improvement was offset by increased costs in driver wages and net fuel expense.

"Our customer base benefits from our flexible and efficient regional operations, now representing 72.2% of our truckload fleet compared with 64.8% as of a year earlier."

Marten Transport, with headquarters in Mondovi, Wis., is one of the leading temperature-sensitive truckload carriers in the United States. Marten specializes in transporting and distributing food and other consumer packaged goods that require a temperature-controlled or insulated environment. Marten offers service in the United States, Canada and Mexico, concentrating on expedited movements for high-volume customers. Marten's common stock is traded on the NASDAQ Global Select Market under the symbol MRTN.

This press release contains certain statements that may be considered forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially from those expressed in such forward-looking statements. Important factors known to the Company that could cause actual results to differ materially from those discussed in the forward-looking statements are discussed in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2011. The Company undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise.

MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED BALANCE SHEETS

(Unaudited)

(In thousands, except share information)	September 30, 2012			December 31, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	5,127		$	20,821
Receivables:
Trade, net		68,841			59,385
Other		4,738			3,430
Prepaid expenses and other		13,186			15,426
Deferred income taxes		2,431			2,738
Total current assets		94,323			101,800
Property and equipment:
Revenue equipment, buildings and land, office equipment and other		556,323			523,974
Accumulated depreciation		(149,280	)		(155,774	)
Net property and equipment		407,043			368,200
Other assets		606			579
TOTAL ASSETS	$	501,972		$	470,579
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	40,782		$	33,343
Insurance and claims accruals		13,327			13,042
Total current liabilities		54,109			46,385
Deferred income taxes		107,251			103,835
Total liabilities		161,360			150,220
Stockholders' equity:
Marten Transport, Ltd. stockholders' equity:
Preferred stock, $.01 par value per share; 2,000,000 shares authorized; no shares issued and outstanding		--			--
Common stock, $.01 par value per share; 48,000,000 shares authorized; 22,071,249 shares at September 30, 2012, and 21,984,597 shares at December 31, 2011, issued and outstanding		221			220
Additional paid-in capital		82,090			80,078
Retained earnings		255,875			237,872
Total Marten Transport, Ltd. stockholders' equity		338,186			318,170
Noncontrolling interest		2,426			2,189
Total stockholders' equity		340,612			320,359
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	501,972		$	470,579

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MARTEN TRANSPORT, LTD.

CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
(In thousands, except per share information)	2012			2011			2012			2011
OPERATING REVENUE	$	163,606		$	156,348		$	472,044		$	445,339
OPERATING EXPENSES (INCOME):
Salaries, wages and benefits		42,352			37,775			120,021			108,287
Purchased transportation		32,428			31,354			92,021			89,362
Fuel and fuel taxes		43,020			40,590			121,659			115,845
Supplies and maintenance		10,581			11,030			29,958			30,466
Depreciation		15,537			14,758			45,114			42,358
Operating taxes and licenses		1,694			1,644			4,893			4,577
Insurance and claims		4,809			4,617			15,816			13,330
Communications and utilities		1,265			1,168			3,637			3,396
Gain on disposition of revenue equipment		(1,349	)		(1,084	)		(4,053	)		(2,819	)
Other		3,429			3,385			10,336			10,458
Total operating expenses		153,766			145,237			439,402			415,260
OPERATING INCOME		9,840			11,111			32,642			30,079
NET INTEREST INCOME		(6	)		(18	)		(40	)		(6	)
INCOME BEFORE INCOME TAXES		9,846			11,129			32,682			30,085
Less: Income before income taxes attributable to noncontrolling interest		61			318			467			708
INCOME BEFORE INCOME TAXES ATTRIBUTABLE TO MARTEN TRANSPORT, LTD.		9,785			10,811			32,215			29,377
PROVISION FOR INCOME TAXES		3,267			4,478			12,667			12,755
NET INCOME	$	6,518		$	6,333		$	19,548		$	16,622
BASIC EARNINGS PER COMMON SHARE	$	0.30		$	0.29		$	0.89		$	0.76
DILUTED EARNINGS PER COMMON SHARE	$	0.29		$	0.29		$	0.88		$	0.75
DIVIDENDS PAID PER COMMON SHARE	$	0.025		$	0.02		$	0.07		$	0.06

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MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

	Three Months Ended September 30,						Dollar Change Three Months Ended September 30,			Percentage Change Three Months Ended September 30,
(Dollars in thousands)	2012			2011			2012 vs. 2011			2012 vs. 2011
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	96,938		$	92,003		$	4,935			5.4	%
Truckload fuel surcharge revenue		25,931			24,849			1,082			4.4
Total Truckload revenue		122,869			116,852			6,017			5.1
Logistics revenue, net of intermodal fuel surcharge revenue		36,408			35,500			908			2.6
Intermodal fuel surcharge revenue		4,329			3,996			333			8.3
Total Logistics revenue		40,737			39,496			1,241			3.1
Total operating revenue	$	163,606		$	156,348		$	7,258			4.6	%
Operating income:
Truckload	$	7,938		$	9,174		$	(1,236	)		(13.5	)%
Logistics		1,902			1,937			(35	)		(1.8	)
Total operating income	$	9,840		$	11,111		$	(1,271	)		(11.4	)%
Operating ratio:
Truckload		93.5	%		92.1	%					1.5	%
Logistics		95.3			95.1						0.2
Consolidated operating ratio		94.0	%		92.9	%					1.2	%

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MARTEN TRANSPORT, LTD.

SEGMENT INFORMATION

(Unaudited)

	Nine Months Ended September 30,						Dollar Change Nine Months Ended September 30,		Percentage Change Nine Months Ended September 30,
(Dollars in thousands)	2012			2011			2012 vs. 2011		2012 vs. 2011
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	280,284		$	263,613		$	16,671		6.3	%
Truckload fuel surcharge revenue		77,305			72,463			4,842		6.7
Total Truckload revenue		357,589			336,076			21,513		6.4
Logistics revenue, net of intermodal fuel surcharge revenue		102,889			98,221			4,668		4.8
Intermodal fuel surcharge revenue		11,566			11,042			524		4.7
Total Logistics revenue		114,455			109,263			5,192		4.8
Total operating revenue	$	472,044		$	445,339		$	26,705		6.0	%
Operating income:
Truckload	$	26,039		$	24,097		$	1,942		8.1	%
Logistics		6,603			5,982			621		10.4
Total operating income	$	32,642		$	30,079		$	2,563		8.5	%
Operating ratio:
Truckload		92.7	%		92.8	%				(0.1	)%
Logistics		94.2			94.5					(0.3	)
Consolidated operating ratio		93.1	%		93.2	%				(0.1	)%

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MARTEN TRANSPORT, LTD.

OPERATING STATISTICS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2011			2012			2011
Truckload Segment:
Total Truckload revenue (in thousands)	$	122,869		$	116,852		$	357,589		$	336,076
Average truckload revenue, net of fuel surcharges, per tractor per week(1)	$	3,398		$	3,168		$	3,322		$	3,143
Average tractors(1)		2,171			2,210			2,155			2,151
Average miles per trip		630			617			624			629
Non-revenue miles percentage(2)		11.4	%		11.4	%		11.2	%		10.8	%
Total miles – company-employed drivers (in thousands)		54,903			51,433			159,700			150,083
Total miles – independent contractors (in thousands)		1,067			1,513			3,686			5,588
Logistics Segment:
Total Logistics revenue (in thousands)	$	40,737		$	39,496		$	114,455		$	109,263
Brokerage:
Marten Transport
Revenue (in thousands)	$	13,076		$	12,116		$	39,740		$	35,795
Loads		8,172			6,336			24,130			18,485
MWL
Revenue (in thousands)	$	7,576		$	9,215		$	23,906		$	25,454
Loads		4,260			4,672			12,479			13,179
Intermodal:
Revenue (in thousands)	$	20,085		$	18,165		$	50,809		$	48,014
Loads		7,642			6,508			19,527			18,064
Average tractors		68			80			59			74
At September 30, 2012 and September 30, 2011:
Total tractors(1)		2,267			2,302
Average age of company tractors (in years)		2.0			2.5
Total trailers		4,166			4,018
Average age of company trailers (in years)		2.2			2.5
Ratio of trailers to tractors(1)		1.8			1.7

	Three Months Ended September 30,				Nine Months Ended September 30,
(In thousands)	2012		2011		2012		2011
Net cash provided by operating activities	$	22,777	$	18,288	$	62,789	$	60,744
Net cash used for investing activities		22,302		12,193		77,606		24,072
Weighted average shares outstanding:
Basic		22,071		21,985		22,057		21,978
Diluted		22,148		22,074		22,150		22,078

(1) Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 43 and 52 tractors as of September 30, 2012, and 2011, respectively.

(2) Represents the percentage of miles for which the company is not compensated.

CONTACT: Tim Kohl, President

         Jim Hinnendael, Chief Financial Officer

         Marten Transport, Ltd.

         715-926-4216

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