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 21, 2015

_____________________________________________________________________

KNIGHT TRANSPORTATION, INC.

(Exact name of registrant as specified in its charter)

Arizona	001-32396	86-0649974
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

20002 North 19th Avenue, Phoenix, AZ	85027
(Address of principal executive offices)	(Zip Code)

(602) 269-2000

(Registrant's telephone number, including area code)

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.
	On Wednesday, October 21, 2015, Knight Transportation, Inc., an Arizona corporation (the "Company"), issued a press release (the "Press Release") announcing its financial results for the quarter ended September 30, 2015. A copy of the Press Release is attached to this report as Exhibit 99.
Item 9.01	Financial Statements and Exhibits.
	(d)	Exhibits.
	EXHIBIT NUMBER	EXHIBIT DESCRIPTION
	99	Knight Transportation, Inc. press release announcing financial results for the quarter ended September 30, 2015
	The information contained in this report (including Items 2.02 and 9.01) 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 (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
	The information in this report and the exhibit hereto may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act and such statements are subject to the safe harbor created by those sections and the Private Securities Litigation Reform Act of 1995, as amended. Such statements are made based on the current beliefs and expectations of the Company's management and are subject to significant risks and uncertainties. Actual results or events may differ from those anticipated by forward-looking statements. Please refer to the paragraph following the financial and operating information in the attached press release and various disclosures by the Company in its press releases, stockholder reports, and filings with the Securities and Exchange Commission for information concerning risks, uncertainties, and other factors that may affect future results.

SIGNATURE

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.

	KNIGHT TRANSPORTATION, INC.
Date: October 21, 2015	By:	/s/ Adam W. Miller
		Adam W. Miller
		Chief Financial Officer

EXHIBIT INDEX

EXHIBIT NUMBER	EXHIBIT DESCRIPTION
99	Knight Transportation, Inc. press release announcing financial results for the quarter ended September 30, 2015

EX-99

Exhibit 99

October 21, 2015

Phoenix, Arizona

Knight Transportation Reports Third Quarter 2015 Revenue and Earnings

Knight Transportation, Inc. (NYSE: KNX), one of North America’s largest and most diversified truckload transportation companies, today reported revenue and net income for the third quarter and nine months ended September 30, 2015.

Key financial highlights for the third quarter and first nine months of 2015 and 2014 were as follows:

(dollars in thousands, except per share data)	Three Months Ended September 30,							Nine Months Ended September 30,
	2015		2014		% Chg			2015		2014		% Chg
Total revenue	$	300,122	$	271,547		10.5	%	$	892,225	$	784,865		13.7	%
Revenue, excluding trucking fuel surcharge	$	269,930	$	227,829		18.5	%	$	795,767	$	652,333		22.0	%
Operating income	$	46,426	$	39,791		16.7	%	$	134,348	$	109,940		22.2	%
Adjusted operating income(1)	NA		NA		NA			$	141,511	$	109,940		28.7	%
Net income, attributable to Knight	$	30,283	$	25,100		20.6	%	$	87,484	$	69,924		25.1	%
Adjusted net income, attributable to Knight(2)	NA		NA		NA			$	91,879	$	69,924		31.4	%
Earnings per diluted share	$	0.37	$	0.31		20.8	%	$	1.06	$	0.86		23.7	%
Adjusted earnings per diluted share(2)	NA		NA		NA			$	1.11	$	0.86		29.9	%

The company previously announced a quarterly cash dividend of $0.06 per share to shareholders of record on September 4, 2015, which was paid on September 25, 2015.

Dave Jackson, President and Chief Executive Officer, commented on the quarter, “During the third quarter we grew our consolidated revenue, excluding trucking fuel surcharge, by 18.5% while improving our operating income by 16.7%, despite a lukewarm freight environment.  Our diluted earnings per share increased to $0.37, and benefited from a lower effective tax rate which was primarily offset by less gain on sale.  Both our trucking and logistics segments continue to contribute to our growth as we continue to enhance our logistics capabilities to meet the supply chain needs of our customers.”

The following chart reflects our consolidated financial performance and that of our trucking and our logistics segments for the third quarter and first nine months of 2015 and 2014.

(dollars in thousands)	Three Months Ended September 30,									Nine Months Ended September 30,
	2015			2014			Chg			2015			2014			Chg
Consolidated
Revenue, excluding trucking fuel surcharge	$	269,930		$	227,829			18.5	%	$	795,767		$	652,333			22.0	%
Adjusted operating income(1)	$	46,426		$	39,791			16.7	%	$	141,511		$	109,940			28.7	%
Adjusted operating ratio(1)		82.8	%		82.5	%	30 bps				82.2	%		83.1	%	-90 bps
Trucking
Revenue, excluding trucking fuel surcharge	$	211,816		$	174,126			21.6	%	$	626,389		$	506,974			23.6.	%
Adjusted operating income(3)	$	42,710		$	35,514			20.3	%	$	129,963		$	100,491			29.3	%
Adjusted operating ratio(3)		79.8	%		79.6	%	20 bps				79.3	%		80.2	%	-90 bps
Logistics
Revenue	$	58,114		$	53,703			8.2	%	$	169,378		$	145,359			16.5	%
Operating income	$	3,716		$	4,277			-13.1	%	$	11,548		$	9,449			22.2	%
Operating ratio		93.6	%		92.0	%	160 bps				93.2	%		93.5	%	-30 bps

In the third quarter, the trucking segment achieved an adjusted operating ratio of 79.8% compared to 79.6% from the same quarter last year.  The trucking segment experienced revenue growth, excluding trucking fuel surcharge, of 21.6% while improving operating income by 20.3%.  Despite a less robust freight environment, we continue to experience positive results from our efforts to improve yield.  Revenue per tractor, excluding fuel surcharge, increased 1.8%, year over year, attributable to a 4.6% improvement in revenue per loaded mile, a 2.6% increase in length of haul, off-set by a 0.2% decrease in average miles per tractor, and an increase in our non-paid empty mile percentage.  Our improvements in our revenue per tractor were partially offset by increased salaries and wages, increased driver recruiting and hiring costs, and rising equipment prices.

Our brokerage business, which is the largest component of our logistics segment, increased load volume by 64.8%, however, due to lower fuel surcharge and a shorter length of haul, revenue increased 11.7% while operating income improved by 8.8%, when compared to the same quarter last year.  Gross margins expanded 70 basis points compared to the third quarter last year.  Revenue in our intermodal business increased year over year 3.6%, while operating income improved 20.5%, when compared to the same quarter last year. We continue to invest in our logistics capabilities in order to provide more solutions to our customers, while improving our return on capital.  In the third quarter, the logistics segment produced an operating ratio of 93.6% compared to 92.0% for the same quarter last year.  During the quarter, operating income was negatively impacted by approximately $700,000 as a result of lower commodity prices that negatively impacted our sourcing business as well as costs associated with the startup of our expanded logistics and transportation management offering.

Attracting and retaining high quality driving associates remains a significant industry challenge.  The current shortage of qualified driving associates has been and will continue to be a headwind for adding additional capacity.  Our driver development and training programs remain a primary focus area for our management team.

Our tractor fleet remains one of the most modern fleets in the industry with an average age of 1.7 years.  The used equipment market softened during the quarter and resulted in gain on sale of revenue equipment in the third quarter of 2015 of $2.3 million, compared to $4.3 million in the third quarter of 2014.

During the third quarter of 2015 we purchased 564,016 shares of our common stock for $15.0 million. We currently have approximately 5.8 million shares available under our stock repurchase authorization.  Over the last twelve months ended September 30, 2015 we have returned $65.3 million to our shareholders in the form of quarterly dividends and stock repurchases.  We ended the quarter with $12.7 million of cash, $120.0 million of long term debt, and $712.6 million of shareholders' equity.  For the first nine months of the year our net capital expenditures were $108.9 million, while our cash flow from operations was $156.6 million.

The company will hold a conference call on October 21, 2015, at 4:30 PM EDT, to further discuss its results of operations for the quarter ended September 30, 2015. The dial in number for this conference call is 1-855-733-9163. Slides to accompany this call will be posted on the company’s website and will be available to download prior to the scheduled conference time.  To view the presentation, please visit http://investor.knighttrans.com/events, “Third Quarter 2015 Conference Call Presentation.”

Adjusted operating income, adjusted operating ratio, adjusted net income attributable to Knight, and adjusted earnings per diluted share (EPS) are non-GAAP financial measures and are not intended to replace financial measures calculated in accordance with GAAP. These non-GAAP financial measures supplement our GAAP results in evaluating certain parts of our business.  We believe that using these measures affords a more consistent basis for comparing our results of operations from period to period. The information required by Item 10(e) of Regulation S-K under the Securities Act of 1933 and the Securities Exchange Act of 1934 and Regulation G under the Securities Exchange Act of 1934, including a reconciliation to their most directly comparable financial measures calculated in accordance with GAAP, is included in the tables at the end of this press release.

Knight Transportation, Inc. is a provider of multiple truckload transportation and logistics services using a nationwide network of business units and service centers in the U.S. to serve customers throughout North America.  In addition to operating one of the country’s largest tractor fleets, Knight also contracts with third-party equipment providers to provide a broad range of truckload services to its customers while creating quality driving jobs for our driving associates and successful business opportunities for independent contractors.

INCOME STATEMENT DATA:
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(Unaudited, in thousands, except per share amounts)
REVENUE:
Revenue, before fuel surcharge	$	269,930		$	227,829		$	795,767		$	652,333
Fuel surcharge		30,192			43,718			96,458			132,532
TOTAL REVENUE		300,122			271,547			892,225			784,865
OPERATING  EXPENSES:
Salaries, wages and benefits		85,514			65,296			249,921			190,779
Fuel expense - gross		39,795			51,221			120,247			155,422
Operations and maintenance		20,390			17,305			62,065			51,481
Insurance and claims		8,149			7,530			25,076			22,414
Operating taxes and licenses		3,373			4,338			13,954			12,265
Communications		849			1,164			3,066			3,621
Depreciation and amortization		28,204			22,684			82,728			66,422
Purchased transportation		62,115			60,017			182,279			168,305
Miscellaneous operating expenses		5,307			2,201			18,541			4,216
Total operating expenses		253,696			231,756			757,877			674,925
Income from operations		46,426			39,791			134,348			109,940
Interest income		140			104			377			326
Interest expense		(220	)		(135	)		(714	)		(339	)
Other income		2,335			2,399			7,234			5,856
Income before income taxes		48,681			42,159			141,245			115,783
INCOME  TAXES		17,946			16,786			52,379			45,062
Net income		30,735			25,373			88,866			70,721
Net income attributable to noncontrolling interest		(452	)		(273	)		(1,382	)		(797	)
NET INCOME ATTRIBUTABLE TO KNIGHT TRANSPORTATION	$	30,283		$	25,100		$	87,484		$	69,924
Basic Earnings Per Share	$	0.37		$	0.31		$	1.07		$	0.87
Diluted Earnings Per Share	$	0.37		$	0.31		$	1.06		$	0.86
Weighted Average Shares Outstanding - Basic		81,127			81,035			81,678			80,802
Weighted Average Shares Outstanding - Diluted		82,005			82,097			82,714			81,776

BALANCE SHEET DATA:
		09/30/15		12/31/14
ASSETS		(Unaudited, in thousands)
Cash and cash equivalents	$	12,703	$	17,066
Trade receivables, net of allowance for doubtful accounts		134,985		143,531
Notes receivable, net of allowance for doubtful accounts		731		1,020
Prepaid expenses		23,472		17,423
Assets held for sale		18,005		23,248
Other current assets		14,251		13,345
Income Tax Receivable		9,713		19,432
Current deferred tax assets		3,785		3,187
Total Current Assets		217,645		238,252
Property and equipment, net		804,224		752,046
Notes receivable, long-term		3,459		4,065
Goodwill		47,055		47,067
Intangible Assets, net		3,200		3,575
Other assets and restricted cash		22,339		37,280
Total Long-term Assets		880,277		844,033
Total Assets	$	1,097,922	$	1,082,285
LIABILITIES AND SHAREHOLDERS' EQUITY
Accounts payable	$	24,941	$	19,122
Accrued payroll and purchased transportation		27,961		34,127
Accrued liabilities		32,518		20,604
Claims accrual - current portion		18,747		18,532
Dividend payable - current portion		306		200
Total Current Liabilities		104,473		92,585
Claims accrual - long-term portion		11,681		11,505
Long-term dividend payable and other liabilities		2,196		2,513
Deferred tax liabilities		144,724		162,007
Long-term debt		120,000		134,400
Total Long-term Liabilities		278,601		310,425
Total Liabilities		383,074		403,010
Common stock		809		818
Additional paid-in capital		203,073		185,184
Accumulated other comprehensive income		3,506		12,231
Retained earnings		505,165		479,527
Total Knight Transportation Shareholders' Equity		712,553		677,760
Noncontrolling interest		2,295		1,515
Total Shareholders' Equity		714,848		679,275
Total Liabilities and Shareholders' Equity	$	1,097,922	$	1,082,285

	Three Months Ended September 30,									Nine Months Ended September 30,
	2015			2014			% Change			2015			2014			% Change
	(Unaudited)									(Unaudited)
OPERATING  STATISTICS
Average Revenue Per Tractor*	$	43,863		$	43,100			1.8	%	$	130,398		$	126,648			3.0	%
Non-paid Empty Mile Percent		12.1	%		9.8	%		23.5	%		11.7	%		9.6	%		21.9	%
Average Length of Haul		505			492			2.6	%		505			497			1.6	%
Adjusted Operating Ratio (1)		82.8	%		82.5	%					82.2	%		83.1	%
Average Tractors - Total		4,829			4,040						4,804			4,003
Average Trailers - Total		12,021			9,381						11,668			9,163
Net Capital Expenditures (in thousands)	$	69,242		$	59,950					$	108,852		$	121,308
Cash Flow From Operations (in thousands)	$	49,172		$	39,215					$	156,639		$	117,067

* Includes trucking segment revenue excluding fuel surcharge.

(1)

Non-GAAP reconciliation
Adjusted operating income, operating ratio, and adjusted operating ratio reconciliation (a)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(Unaudited, in thousands)
Total revenue		300,122			271,547			892,225			784,865
Less: Trucking fuel surcharge		30,192			43,718			96,458			132,532
Revenue, excluding trucking fuel surcharge		269,930			227,829			795,767			652,333
Operating expense		253,696			231,756			757,877			674,925
Adjusted for:
Trucking fuel surcharge		(30,192	)		(43,718	)		(96,458	)		(132,532	)
Accrual for class action lawsuits (b)		-			-			(7,163	)		-
Adjusted operating expenses		223,504			188,038			654,256			542,393
Adjusted operating income		46,426			39,791			141,511			109,940
Operating ratio		84.5%			85.3%			84.9%			86.0%
Adjusted operating ratio		82.8%			82.5%			82.2%			83.1%

(2)

Non-GAAP reconciliation
Adjusted net income attributable to Knight and adjusted earnings per diluted share reconciliation:
	Three Months Ended September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
	(Unaudited, in thousands, except per share amounts)
Net Income attributable to Knight	$	30,283	$	25,100	$	87,484	$	69,924
Adjusted for:
Accrual for class action lawsuits (net of tax)(b)		-		-	$	4,395		-
Adjusted net income attributable to Knight	$	30,283	$	25,100	$	91,879	$	69,924
Weighted Average Shares Outstanding - Diluted		82,005		82,097		82,714		81,776
Earnings per diluted share	$	0.37	$	0.31	$	1.06	$	0.86
Adjusted for:
Accrual for class action lawsuits (b)	$	0.00	$	0.00	$	0.05	$	0.00
Adjusted earnings per diluted  share	$	0.37	$	0.31	$	1.11	$	0.86

(3)

Non-GAAP reconciliation
Operating ratio and adjusted operating ratio for trucking segment (a)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
	(Unaudited, in thousands)
Trucking
Total revenue		242,008			217,844			722,847			639,506
Less: Trucking fuel surcharge		30,192			43,718			96,458			132,532
Revenue, excluding trucking fuel surcharge		211,816			174,126			626,389			506,974
Operating expense		199,298			182,330			600,047			539,015
Adjusted for:
Trucking fuel surcharge		(30,192	)		(43,718	)		(96,458	)		(132,532	)
Accrual for class action lawsuits (b)		-			-			(7,163	)		-
Adjusted operating expenses		169,106			138,612			496,426			406,483
Adjusted operating income		42,710			35,514			129,963			100,491
Operating ratio		82.4%			83.7%			83.0%			84.3%
Adjusted operating ratio		79.8%			79.6%			79.3%			80.2%

(a) Operating ratio as reported in this press release is based upon total operating expenses, net of fuel surcharge, as a percentage of revenue before fuel surcharge.  We measure our revenue, before fuel surcharge, and our operating expenses, net of fuel surcharge, because we believe that eliminating this sometimes volatile source of revenue affords a more consistent basis for comparing our results of operations from period to period.

(b) During the second quarter of 2015 we accrued $7.2 million of expense ($4.4 million after-tax) related to two class action lawsuits involving employment related claims.

This press release contains 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 generally may be identified by their use of terms or phrases such as "expects," "estimates," "anticipates," "projects," "believes," "plans," "intends," "may," "will," "should," "could," "potential," "continue," "future," and terms or phrases of similar substance.  Forward-looking statements are based upon the current beliefs and expectations of our management and are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified, which could cause future events and actual results to differ materially from those set forth in, contemplated by, or underlying the forward-looking statements. Accordingly, actual results may differ from those set forth in the forward-looking statements.  Readers should review and consider the factors that may affect future results and other disclosures by the Company in its press releases, stockholder reports, Annual Report on Form 10-K, and other filings with the Securities and Exchange Commission. We disclaim any obligation to update or revise any forward-looking statements to reflect actual results or changes in the factors affecting the forward-looking information.

Contact:  David A. Jackson, President and CEO, or Adam W. Miller, CFO at (602) 606-6315

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