Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). Yes☒ No☐

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐

Accelerated filer☒ Smaller reporting company☐ Non-accelerated filer☐ (Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yes☐ No☒

The number of shares outstanding of the Registrant’s Common Stock, par value $.01 per share, was ~~33,354,212~~33,569,599 as of ~~May 1, 2014.~~April 27, 2015.

The accompanying notes are an integral part of these consolidated condensed financial statements.

										Total
					Additional					Stock-
	Common Stock				Paid-In		Retained			holders’
(In thousands)	Shares		Amount		Capital		Earnings			Equity

Balance at December 31, 2013		33,301	$	333	$	85,077	$	273,727		$	359,137
Net income		-		-		-		5,287			5,287
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards		48		-		370		-			370
Tax benefits from share-based payment arrangement exercises		-		-		50		-			50
Share-based payment arrangement compensation expense		-		-		211		-			211
Dividends on common stock		-		-		-		(834	)		(834	)
Balance at March 31, 2014		33,349		333		85,708		278,180			364,221
Net income		-		-		-		24,547			24,547
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards		70		1		843		-			844
Tax benefits from share-based payment arrangement exercises		-		-		109		-			109
Share-based payment arrangement compensation expense		-		-		710		-			710
Dividends on common stock		-		-		-		(2,505	)		(2,505	)
Balance at December 31, 2014		33,419		334		87,370		300,222			387,926
Net income		-		-		-		10,188			10,188
Issuance of common stock from share-based payment arrangement exercises and vesting of performance unit awards		84		1		972		-			973
Tax benefits from share-based payment arrangement exercises		-		-		178		-			178
Share-based payment arrangement compensation expense		-		-		273		-			273
Dividends on common stock		-		-		-		(837	)		(837	)
Balance at March 31, 2015		33,503	$	335	$	88,793	$	309,573		$	398,701

The accompanying notes are an integral part of these consolidated condensed financial statements.

	Three Months Ended March 31,							Three Months Ended March 31,
(In thousands)	2014			2013				2015			2014
CASH FLOWS PROVIDED BY OPERATING ACTIVITIES:
Operations:
Net income	$	5,287		$	7,202		$	10,188		$	5,287
Adjustments to reconcile net income to net cash providedby operating activities:
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		16,371			15,688			17,827			16,371
Gain on disposition of revenue equipment		(663	)		(2,415	)		(1,161	)		(663	)
Gain on disposition of facility								(3,712	)		-
Deferred income taxes		1,076			1,564			2,306			1,076
Tax benefits from share-based payment arrangement exercises		50			-			178			50
Excess tax benefits from share-based payment arrangement exercises		(5	)		-			(159	)		(5	)
Share-based payment arrangement compensation expense		211			217			273			211
Income before income taxes attributable to noncontrolling interest		-			84
Equity in earnings from affiliate		(37	)		-			159			(37	)
Changes in other current operating items:
Receivables		1,795			(307	)		18,703			1,795
Prepaid expenses and other		1,908			1,783			1,692			1,908
Accounts payable and accrued liabilities		1,072			(1,572	)		6,034			1,072
Insurance and claims accruals		443			(250	)		834			443
Net cash provided by operating activities		27,508			21,994			53,162			27,508

CASH FLOWS USED FOR INVESTING ACTIVITIES:
Revenue equipment additions		(27,543	)		(23,989	)		(20,360	)		(27,543	)
Proceeds from revenue equipment dispositions		9,850			14,478			13,291			9,850
Buildings and land, office equipment and other additions		(3,682	)		(1,743	)		(4,295	)		(3,682	)
Proceeds from buildings and land, office equipment and other dispositions		-			2			4,616			-
Decrease in cash and cash equivalents resulting from change to equitymethod of accounting		-			(1,924	)
Other		(9	)		91			(14	)		(9	)
Net cash used for investing activities		(21,384	)		(13,085	)		(6,762	)		(21,384	)

CASH FLOWS USED FOR FINANCING ACTIVITIES:
Borrowings under credit facility and long-term debt								13,444			-
Repayment of borrowings under credit facility and long-term debt								(37,817	)		-
Dividends on common stock		(834	)		(553	)		(837	)		(834	)
Issuance of common stock from share-based payment arrangement exercises		370			22			973			370
Excess tax benefits from share-based payment arrangement exercises		5			-			159			5
Borrowings under credit facility and long-term debt		-			2,649
Repayment of borrowings under credit facility and long-term debt		-			(5,375	)
Noncontrolling interest distributions		-			(84	)
Change in net checks issued in excess of cash balances								(745	)		-
Net cash used for financing activities		(459	)		(3,341	)		(24,823	)		(459	)

NET CHANGE IN CASH AND CASH EQUIVALENTS		5,665			5,568			21,577			5,665

CASH AND CASH EQUIVALENTS:
Beginning of period		13,650			3,473			123			13,650
End of period	$	19,315		$	9,041		$	21,700		$	19,315


SUPPLEMENTAL NON-CASH DISCLOSURE:
Change in property and equipment not yet paid for	$	3,469		$	15,861
Change in property and equipment not yet paid							$	5,315		$	3,469

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Cash paid for:
Cash (received) paid for:
Income taxes							$	(12,145	)	$	2,347
Interest	$	24		$	2		$	28		$	24
Income taxes	$	2,347		$	3,697

The accompanying notes are an integral part of these consolidated condensed financial statements.

The accompanying unaudited consolidated condensed financial statements include the accounts of Marten Transport, Ltd., its subsidiaries and, through March 27, 2013, its 45% owned affiliate, MW Logistics, LLC (MWL). As of March 28, 2013, Marten Transport deconsolidated MWL as we are no longer the primary beneficiary of MWL (See Note 8).

(2) Earnings per Common Share

Basic and diluted earnings per common share were computed as follows:

Three Months
Ended March 31,

(In thousands, except per share amounts)

2014

2013

Numerator:

Net income
$ 5,287 $ 7,202
Denominator:

Basic earnings per common share -weighted-average shares
33,340 33,182
Effect of dilutive stock options
291 140
Diluted earnings per common share -weighted-average shares andassumed conversions
33,631 33,322

Basic earnings per common share
$ 0.16 $ 0.22
Diluted earnings per common share
$ 0.16 $ 0.22

	Three Months
	Ended March 31,
(In thousands, except per share amounts)	2015		2014
Numerator:
Net income	$	10,188	$	5,287
Denominator:
Basic earnings per common share - weighted-average shares		33,458		33,340
Effect of dilutive stock options		303		291
Diluted earnings per common share - weighted-average shares and assumed conversions		33,761		33,631

Basic earnings per common share	$	0.30	$	0.16
Diluted earnings per common share	$	0.30	$	0.16

Options totaling 160,800 and 108,500 ~~and 594,075~~equivalent shares for the three-month periods ended March 31, ~~2014~~2015 and March 31, ~~2013,~~2014, respectively, were outstanding but were not included in the calculation of diluted earnings per share because including the options in the denominator would be antidilutive, or decrease the number of weighted-average shares, due to their exercise prices exceeding the average market price of the common shares, or ~~due to~~because inclusion of average unrecognized compensation expense in the ~~calculation.~~calculation would cause the options to be antidilutive.

Unvested performance unit awards totaling 48,861 and 35,964 ~~and 51,962~~equivalent shares for the three-month periods ended March 31, ~~2014~~2015 and March 31, ~~2013,~~2014, respectively, were considered outstanding but were not included in the calculation of diluted earnings per share because inclusion of average unrecognized compensation expense in the calculation would cause the performance units to be antidilutive.

(3) ~~Stock Split~~

On June 14, 2013, we effected a three-for-two stock split of our common stock, $.01 par value, in the form of a 50% stock dividend. Our consolidated condensed financial statements, related notes, and other financial data contained in this report have been adjusted to give retroactive effect to the stock split for all periods presented.

~~(4)~~ Long-Term Debt

We maintain a credit agreement that provides for an unsecured committed credit facility which matures in ~~May 2016.~~December 2019. The aggregate principal amount of the credit facility of ~~$50~~$50.0 million may be increased at our option, subject to completion of signed amendments with the lender, up to a maximum aggregate principal amount of ~~$75~~$75.0 million. At March 31, ~~2014,~~2015, there was no outstanding principal balance on the credit facility. As of that date, we had outstanding standby letters of credit of ~~$8.3~~$9.2 million and remaining borrowing availability of ~~$41.7~~$40.8 million. This facility bears interest at a variable rate based on the London Interbank Offered Rate or the lender’s Prime Rate, in each case plus/minus applicable margins. The weighted average interest rate for the facility was ~~0.99%~~0.84% at ~~September 30, 2013,~~December 31, 2014, the last quarter-end date with an outstanding principal balance.

(7) Equity Investment

We own a 45% equity interest in MWL, a third-party provider of logistics services to the transportation industry. A non-related party owns the other 55% equity interest in MWL. ~~Pursuant to the guidance in the Variable Interest Entities (VIE) Subsections of FASB ASC 810,~~~~Consolidation~~, we included the accounts of MWL in our consolidated financial statements from April 1, 2004 to March 27, 2013, as we were deemed to be the entity’s primary beneficiary. On March 28, 2013, the other member of MWL made a capital contribution to MWL which triggered a VIE reconsideration event, and it was determined that MWL is no longer required to be consolidated as of that date. Accordingly, we deconsolidated MWL and have accounted for our ownership interest in MWL under the equity method of accounting, effective as of March 28, 2013.

Under the deconsolidation accounting guidelines, the investor’s opening investment is recorded at fair value as of the date of deconsolidation. The difference between this initial fair value of the investment and the net carrying value is recognized as a gain or loss in earnings. We completed a valuation analysis and have determined that the net carrying value of our equity interest in MWL as of March 28, 2013 of $2.6 million was equal to its fair value and, as such, no gain or loss was recognized upon deconsolidation of MWL. In determining the fair value, we utilized a combination of the income and market approaches, and equally weighed the business enterprise value of MWL provided by each approach. The income approach included the following inputs and assumptions: (a) an expectation regarding the growth of MWL’s revenue at a compounded average growth rate; (b) a perpetual long-term growth rate; and (c) a discount rate that was based on MWL’s estimated weighted average cost of capital. The market approach included a range of multiples of selected comparable companies applied to MWL’s financial metrics for the trailing twelve months in order to obtain an indication of MWL’s business enterprise value on a minority, marketable basis.

Due to the significance of inputs used in determining the fair value of our equity interest in MWL that are unobservable, the investment is classified within Level 3 of the fair value hierarchy that prioritizes from Level 1 to Level 3 the inputs to fair value valuation techniques under the provisions of the accounting guidance for fair value measurements. Fair value measurements using Level 1 inputs provide the most reliable measure of fair value, while Level 3 inputs generally require significant management judgment.

~~Following the deconsolidation, as an equity method investment, MWL is considered a related party.~~ We received ~~$1.7~~$2.0 million and ~~$2.2~~$1.7 million of our revenue for loads transported by our tractors and arranged by MWL in the three-month periods ended March 31, ~~2014~~2015 and March 31, ~~2013,~~2014, respectively. Prior to deconsolidation effective March 28, 2013, these inter-segment revenues were eliminated in consolidation. Inter-segment revenue eliminated in consolidation was $2.1 million for the three-month period ended March 31, 2013. As of March 31, ~~2014,~~2015, we also had a trade receivable in the amount of ~~$694,000~~$880,000 from MWL and an accrued liability of ~~$2.2~~$2.9 million to MWL for the excess of payments by MWL’s customers into our lockbox account over the amounts drawn on the account by MWL.

(10) Business Segments

We have six current operating segments that have been aggregated into ~~two~~four reporting segments (Truckload, Dedicated, Intermodal and ~~Logistics)~~Brokerage) for financial reporting purposes. Information for the first quarter of 2014, which was previously aggregated into two reporting segments, has been shown in the same four segments for comparison purposes.

The primary source of our operating revenue is ~~truckload revenue, which we generate~~provided by ~~transporting freight for our customers and report within~~ our Truckload ~~segment. Generally, we are paid by the mile for our~~segment through a combination of regional short-haul and medium-to-long-haul full-load transportation services. We ~~also derive truckload revenue from fuel surcharges, loading and unloading activities, equipment detention~~transport food and other ~~ancillary services.~~consumer packaged goods that require a temperature-controlled or insulated environment across the United States and into and out of Mexico and Canada.

Our ~~operating revenue also includes revenue reported~~Dedicated segment provides customized transportation solutions tailored to meet individual customers’ requirements, utilizing temperature-controlled trailers, dry vans and other specialized equipment within the United States. Our customer contracts range from three to five years and are subject to annual rate reviews.

Our Intermodal segment transports our ~~Logistics segment, which consists of revenue from our internal brokerage and intermodal operations, and through our 45% interest in MWL, a third-party provider of logistics services to~~customers’ freight within the transportation industry, until we deconsolidated MWL effective March 28, 2013. Brokerage services involve arranging for another company to transport freight for our customers while we retain the billing, collection and customer management responsibilities. Intermodal services involve the transport ofUnited States primarily utilizing our temperature-controlled trailers and also, through March 2015, our dry containers on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers.

The following table sets forth for the periods indicated our operating revenue and operating income by segment. We do not prepare separate balance sheets by segment and, as a result, assets are not separately identifiable by segment.

Three Months
Ended March 31,

(In thousands)
2014 2013
Operating revenue:

Truckload revenue, net of fuelsurcharge revenue
$ 97,530 $ 94,965
Truckload fuel surcharge revenue
26,534 26,769
Total Truckload revenue
124,064 121,734

Logistics revenue, net of intermodalfuel surcharge revenue⁽¹⁾
30,009 37,760
Intermodal fuel surcharge revenue
5,336 4,980
Total Logistics revenue
35,345 42,740

Total operating revenue
$ 159,409 $ 164,474

Operating income:

Truckload
$ 7,500 $ 10,000
Logistics
1,140 2,538
Total operating income
$ 8,640 $ 12,538

~~(1)~~

Logistics revenue is net of $2.1 million of inter-segment revenue in the three-month period ended March 31, 2013 for loads transported by our tractors and arranged by MWL prior to the deconsolidation of MWL effective March 28, 2013. Such revenue has been eliminated in consolidation.

	Three Months
	Ended March 31,
(Dollars in thousands)	2015		2014
Operating revenue:
Truckload revenue, net of fuel surcharge revenue	$	86,811	$	86,802
Truckload fuel surcharge revenue		14,590		23,712
Total Truckload revenue		101,401		110,514

Dedicated revenue, net of fuel surcharge revenue		19,863		10,728
Dedicated fuel surcharge revenue		2,591		2,822
Total Dedicated revenue		22,454		13,550

Intermodal revenue, net of fuel surcharge revenue		17,019		18,354
Intermodal fuel surcharge revenue		3,373		5,336
Total Intermodal revenue		20,392		23,690

Brokerage revenue		17,040		11,655

Total operating revenue	$	161,287	$	159,409

Operating income:
Truckload	$	9,602	$	6,178
Dedicated		2,004		1,322
Intermodal		1,251		483
Brokerage		742		657
Total operating income before gain ondisposition of facility		13,599		8,640
Gain on disposition of facility		3,712		-
Total operating income	$	17,311	$	8,640

Truckload segment depreciation expense was ~~$14.8~~$13.2 million and ~~$14.5~~$13.3 million, ~~and Logistics~~Dedicated segment depreciation expense was ~~$1.6~~$2.9 million and ~~$1.2~~$1.5 million, Intermodal segment depreciation expense was $1.5 million and $1.4 million, and Brokerage segment depreciation expense was $270,000 and $224,000, in the three-month periods ended March 31, ~~2014~~2015 and March 31, ~~2013,~~2014, respectively.

Item 2. Management’s Discussion and Analysis of Financial Condition andResults of Operations.

The following discussion and analysis of our financial condition and results of operations should be read together with the selected consolidated financial data and our consolidated condensed financial statements and the related notes appearing elsewhere in this report. This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including but not limited to those included in our Form 10-K, Part 1, Item 1A for the year ended December 31, ~~2013.~~2014. We do not assume, and specifically disclaim, any obligation to update any forward-looking statement contained in thisreport.

The primary source of our operating revenue is ~~truckload revenue, which we generate~~provided by ~~transporting long-haul and regional freight for our customers and report within~~ our Truckload ~~segment.~~ segment through a combination of regional short-haul and medium-to-long-haul full-load transportation services. We transport food and other consumer packaged goods that require a temperature-controlled or insulated environment across the United States and into and out of Mexico and Canada.

Our Dedicated segment provides customized transportation solutions tailored to meet individual customers’ requirements, utilizing temperature-controlled trailers, dry vans and other specialized equipment within the United States. Our customer contracts range from three to five years and are subject to annual rate reviews.

Generally, we are paid by the mile for our Truckload and Dedicated services. We also derive ~~truckload~~Truckload and Dedicated revenue from fuel surcharges, loading and unloading activities, equipment detention and other ancillary services. The main factors that affect our ~~truckload~~Truckload and Dedicated revenue are the rate per mile we receive from our customers, the percentage of miles for which we are compensated, the number of miles we generate with our equipment and changes in fuel prices. We monitor our revenue production primarily through average ~~truckload~~Truckload and Dedicated revenue, net of fuel surcharges, per tractor per week. We also analyze our average ~~truckload~~Truckload and Dedicated revenue, net of fuel surcharges, per total mile, non-revenue miles percentage, the miles per tractor we generate, our fuel surcharge revenue, our accessorial revenue and our other sources of operating revenue.

Our ~~operating revenue also includes revenue reported~~Intermodal segment transports our customers’ freight within ~~our Logistics segment, which consists of revenue from our internal brokerage and intermodal operations, and through our 45% interest in MWL, a third-party provider of logistics services to~~ the transportation industry, until we deconsolidated MWL effective March 28, 2013. Brokerage services involve arranging for another company to transport freight for our customers while we retain the billing, collection and customer management responsibilities. Intermodal services involve the transport ofUnited States primarily utilizing our temperature-controlled trailers and also, through March 2015, our dry containers on railroad flatcars for portions of trips, with the balance of the trips using our tractors or, to a lesser extent, contracted carriers. The main factors that affect our ~~logistics~~Intermodal revenue are the rate per mile and other charges we receive from our customers.

Our Brokerage segment arranges for smaller third-party carriers to transport freight for our customers in temperature-controlled trailers and dry vans within the United States and into and out of Mexico while we retain the billing, collection and customer management responsibilities. The main factors that affect our Brokerage revenue are the rate per mile and other charges we receive from our customers.

In addition to the factors discussed above, our operating revenue is also affected by, among other things, the United States economy, inventory levels, the level of truck and rail capacity in the transportation market, a contracting driver market, severe weather conditions and specific customer demand.

Our operating revenue ~~decreased $5.1~~increased $1.9 million, or ~~3.1%~~1.2%, in the first three months of ~~2014.~~2015. Our operating revenue, net of fuel surcharges, ~~and MWL revenue,~~ increased ~~$1.5~~$13.2 million, or ~~1.2%~~10.3%, compared with the first three months of ~~2013.~~2014. Truckload segment revenue, net of fuel surcharges, was $86.8 million in each of the 2015 and 2014 periods. Dedicated segment revenue, net of fuel surcharges, increased ~~2.7%~~85.2% primarily due to an increase in our average ~~truckload revenue, net of fuel surcharges, per tractor per week of 3.9%, partially offset by a decrease in our average~~ fleet size of ~~1.2%~~85.5% from the first three months of ~~2013.~~2014. Intermodal segment revenue, net of fuel surcharges, decreased 7.3% due to the disposal of the overhead-intensive containers that were used in our intermodal operations, partially offset by increased volume with our temperature-controlled trailer service. Brokerage revenue increased 46.2% in the first three months of 2015 due to an increase in volume. Fuel surcharge revenue ~~increased slightly~~decreased to $20.6 million in the first three months of 2015 from $31.9 million in the first three months of 2014, ~~from $31.7 million in the same period of 2013. Logistics segment revenue, net of intermodal~~which was primarily due to lower fuel surcharges and MWL revenue, decreased 2.0% compared with the first three months of 2013. This decrease resulted from a decrease in brokerage revenue, partially offset by volume growth in our intermodal services. Logistics revenue as a percentage of our operating revenue, with each net of MWL revenue, was 22.2% in the first three months of 2014 compared to 22.9% in the first three months of 2013.prices.

Our profitability ~~on the expense side~~ is impacted by the variable costs of transporting freight for our customers, fixed costs, and expenses containing both fixed and variable components. The variable costs include fuel expense, driver-related expenses, such as wages, benefits, training, and recruitment, and independent contractor costs, which are recorded under purchased transportation. Expenses that have both fixed and variable components include maintenance and tire expense and our ~~total~~ cost of insurance and claims. These expenses generally vary with the miles we travel, but also have a controllable component based on safety, fleet age, efficiency and other factors. Our main fixed costs relate to the acquisition of long-term assets, such as revenue equipment and operating terminals. We expect our annual cost of tractor and trailer ownership will increase in future periods as a result of higher prices of new equipment. Although certain factors affecting our expenses are beyond our control, we monitor them closely and attempt to anticipate changes in these factors in managing our business. For example, fuel prices have significantly fluctuated over the past several years. We manage our exposure to changes in fuel prices primarily through fuel surcharge programs with our customers, as well as through volume fuel purchasing arrangements with national fuel centers and bulk purchases of fuel at our terminals. To help further reduce fuel expense, we have installed and tightly manage the use of auxiliary power units in our tractors to provide climate control and electrical power for our drivers without idling the tractor engine, and also have improved the fuel usage in the temperature-control units on our trailers. For our ~~Logistics segment,~~Intermodal and Brokerage segments, our profitability ~~on the expense side~~ is impacted by the percentage of ~~logistics~~ revenue we pay to providers for the transportation services we ~~arrange.~~arrange, which is included within purchased transportation in our consolidated condensed statements of operations.

Our operating expenses as a percentage of operating revenue, or “operating ratio,” ~~increased~~improved to 89.3% in the first three months of 2015 from 94.6% in the first three months of ~~2014 from 92.4% in the first three months of 2013.~~2014. Operating expenses as a percentage of operating revenue, with both amounts net of fuel ~~surcharge revenue, increased~~surcharges, improved to 87.7% in the first three months of 2015 from 93.2% in the first three months of 2014. Our operating ratio for the first three months of ~~2014 from 90.6% for~~2015, net of a gain on the ~~first three months~~disposition of ~~2013.~~a facility of $3.7 million, improved to 91.6% and, net of both fuel surcharges and the facility disposition gain, improved to 90.3%. Our net income ~~decreased~~increased by 92.7% to ~~$5.3~~$10.2 million, or $0.30 per diluted share, in the first three months of ~~2014~~2015 from ~~$7.2~~$5.3 million, or $0.16 per diluted share, in the first three months of ~~2013.~~2014. The ~~decrease~~increase in profitability in the first three months of ~~2014~~2015 was primarily ~~caused~~driven by the $0.06 per diluted share impact of the facility disposition gain, the increase in our average Truckload revenue per tractor, the disposal of the overhead-intensive containers that were used in a portion of our intermodal operations, an improvement in net fuel expense with the lower fuel prices, and the impact that the severe weather conditions had on the first quarter of 2014 on both freight volumes and operating costs, ~~along with a significant reduction in the gain on disposition of revenue equipment,~~ partially offset by ~~the~~an increase in ~~our average truckload revenue per tractor.~~insurance and claims.

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. At March 31, ~~2014,~~2015, we had ~~$19.3~~$21.7 million of cash and cash equivalents, ~~$364.2~~$398.7 million in stockholders’ equity and no long-term debt outstanding. In the first three months of ~~2014,~~2015, net cash flows provided by operating activities of ~~$27.5~~$53.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of ~~$17.7~~$7.1 million, to ~~partially construct regional operating facilities in the amount~~repay $24.4 million of ~~$1.5 million,~~long-term debt, and to increase cash and cash equivalents by ~~$5.7~~$21.6 million. We estimate that capital expenditures, net of proceeds from dispositions, will be approximately ~~$79~~$95 million for the remainder ~~2014.~~of 2015. We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months. Based upon anticipated cash flows, existing cash and cash equivalents balances, current borrowing availability and other sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future.

We have transformed our business strategy to a multifaceted set of transportation service solutions, primarily regional Truckload temperature-controlled operations along with ~~intermodal~~Dedicated, Intermodal and ~~brokerage~~Brokerage services, while developing a diverse customer base that gains value from and expands each of these operating ~~units.~~segments. We believe that we are well-positioned regardless of the economic environment with this transformation of our services combined with our competitive position, cost control emphasis, modern fleet and strong balance sheet.

This Management’s Discussion and Analysis of Financial Condition and Results of Operations includes discussions of operating ~~and logistics revenue, each net of fuel surcharge revenue and MWL revenue, truckload~~ revenue, net of fuel surcharge revenue; Truckload, Dedicated and Intermodal revenue, net of fuel surcharge revenue; operating expenses as a percentage of operating revenue, each net of fuel surcharge revenue, the facility disposition gain, and the sum of both amounts; and net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads). We provide these additional disclosures because management believes these measures provide a more consistent basis for comparing results of operations from period to period. These financial measures in this report have not been determined in accordance with U.S. generally accepted accounting principles (GAAP). Pursuant to Item 10(e) of Regulation S-K, we have included the amounts necessary to reconcile these non-GAAP financial measures to the most directly comparable GAAP financial measures of operating revenue, operating expenses divided by operating revenue, and fuel and fuel taxes.

The following table sets forth for the periods indicated certain operating statistics regarding our revenue and operations:

~~Comparison~~Comparison of ThreeMonths Ended March 31, 2015 to Three Months Ended March 31, 2014 ~~to Three Months Ended March 31, 2013~~

The following table sets forth for the periods indicated our operating revenue, operating income and operating ratio by segment, along with the change for each component:

																			Dollar			Percentage
																			Change			Change
													Three Months Ended						Three Months Ended			Three Months Ended
	Three Months Ended March 31,						Dollar Change Three Months Ended March 31,			Percentage Change Three Months Ended March 31,			March 31,						March 31,			March 31,
(Dollars in thousands)	2014			2013			2014 vs. 2013			2014 vs. 2013			2015			2014			2015 vs. 2014			2015 vs. 2014
Operating revenue:
Truckload revenue, net of fuelsurcharge revenue	$	97,530		$	94,965		$	2,565			2.7	%
Truckload revenue, net of fuel surcharge revenue													$	86,811		$	86,802		$	9			-	%
Truckload fuel surcharge revenue		26,534			26,769			(235	)		(0.9	)		14,590			23,712			(9,122	)		(38.5	)
Total Truckload revenue		124,064			121,734			2,330			1.9			101,401			110,514			(9,113	)		(8.2	)

Logistics revenue, net of intermodalfuel surcharge revenue(1)		30,009			37,760			(7,751	)		(20.5	)
Dedicated revenue, net of fuel surcharge revenue														19,863			10,728			9,135			85.2
Dedicated fuel surcharge revenue														2,591			2,822			(231	)		(8.2	)
Total Dedicated revenue														22,454			13,550			8,904			65.7

Intermodal revenue, net of fuel surcharge revenue														17,019			18,354			(1,335	)		(7.3	)
Intermodal fuel surcharge revenue		5,336			4,980			356			7.1			3,373			5,336			(1,963	)		(36.8	)
Total Logistics revenue		35,345			42,740			(7,395	)		(17.3	)
Total Intermodal revenue														20,392			23,690			(3,298	)		(13.9	)

Brokerage revenue														17,040			11,655			5,385			46.2

Total operating revenue	$	159,409		$	164,474		$	(5,065	)		(3.1	)%	$	161,287		$	159,409		$	1,878			1.2	%

Operating income:
Truckload	$	7,500		$	10,000		$	(2,500	)		(25.0	)%	$	9,602		$	6,178		$	3,424			55.4	%
Logistics		1,140			2,538			(1,398	)		(55.1	)
Dedicated														2,004			1,322			682			51.6
Intermodal														1,251			483			768			159.0
Brokerage														742			657			85			12.9
Total operating income before gainon disposition of facility														13,599			8,640			4,959			57.4

Gain on disposition of facility														3,712			-			3,712			N/A
Total operating income	$	8,640		$	12,538		$	(3,898	)		(31.1	)%	$	17,311		$	8,640		$	8,671			100.4	%

Operating ratio(2):
Operating ratio⁽¹⁾:
Truckload		94.0	%		91.8	%								90.5	%		94.4	%
Logistics		96.8			94.1
Dedicated														91.1			90.2
Intermodal														93.9			98.0
Brokerage														95.6			94.4
Consolidated operating ratio beforegain on disposition of facility														91.6	%		94.6	%

Consolidated operating ratio		94.6	%		92.4	%								89.3	%		94.6	%

Our operating revenue ~~decreased $5.1~~increased $1.9 million, or ~~3.1%~~1.2%, to $161.3 million in the 2015 period from $159.4 million in the 2014 ~~period from $164.5 million in the 2013~~ period. Our operating revenue, net of fuel surcharges, ~~and MWL revenue,~~ increased ~~$1.5~~$13.2 million, or ~~1.2%~~10.3%, to $140.7 million in the 2015 period from $127.5 million in the 2014 ~~period from $126.0 million in the 2013~~ period. This increase was primarily due to ana $9.1 million increase in ~~truckload~~Dedicated revenue, net of fuel surcharges, ~~along with growth~~and a $5.4 million increase in ~~intermodal revenue, partially offset by a decrease in brokerage~~Brokerage revenue. Fuel surcharge revenue ~~increased slightly~~decreased to $20.6 million in the 2015 period from $31.9 million in the 2014 period, ~~from $31.7 million in the 2013 period.~~which was primarily due to lower fuel prices.

Truckload segment revenue ~~increased $2.3~~decreased $9.1 million, or ~~1.9%~~8.2%, to ~~$124.1~~$101.4 million in the ~~2014~~2015 period from ~~$121.7~~$110.5 million in the ~~2013~~2014 period. Truckload segment revenue, net of fuel surcharges ~~increased 2.7%~~was $86.8 million in each of the 2015 and 2014 periods. The increase in profitability in the 2015 period was primarily due to an increase in our average ~~truckload~~ revenue ~~net of fuel surcharges,~~ per tractor, ~~per week of 3.9%, partially offset by a decrease~~an improvement in our ~~average fleet size~~net fuel expense with the lower fuel prices, and the impact of ~~1.2% from the 2013 period. The decrease in profitability~~severe weather conditions in the 2014 period ~~was primarily caused by the impact of the severe weather conditions~~ on both freight volumes and operating costs, ~~along with a significant reduction in the gain on disposition of revenue equipment,~~ partially offset by an increase in insurance and claims.

Dedicated segment revenue increased $8.9 million, or 65.7%, to $22.5 million in the 2015 period from $13.6 million in the 2014 period. Dedicated segment revenue, net of fuel surcharges, increased 85.2% primarily due to an increase in our average ~~truckload revenue per tractor.~~fleet size of 85.5% driven by a significant increase in our number of Dedicated contracts with customers. The increase in the operating ratio in the 2015 period was primarily due to the addition of contracts with higher operating ratios than the average in the 2014 period.

~~Logistics~~Intermodal segment revenue decreased ~~$7.4~~$3.3 million, or ~~17.3%~~13.9%, to ~~$35.3~~$20.4 million in the 2015 period from $23.7 million in the 2014 period. Intermodal segment revenue, net of fuel surcharges, decreased 7.3% due to the disposal of the dry containers that were used in a portion of our intermodal operations, partially offset by increased volume with our temperature-controlled trailer service. The increase in profitability in the 2015 period was primarily due to the volume decrease in our dry container service, which produced a higher operating ratio than our temperature-controlled trailer service, rate increases in the fourth quarter of 2014 and the first quarter of 2015, and the impact of severe weather conditions in the 2014 period on both freight volumes and operating costs.

Brokerage segment revenue increased $5.4 million, or 46.2%, to $17.0 million in the 2015 period from $11.7 million in the 2014 period, ~~from $42.7 million~~primarily due to an increase in the 2013 period. Logistics segment revenue, net of intermodal fuel surcharges and MWL revenue, decreased 2.0%. This decrease resulted from a decrease in brokerage revenue, partially offset by volume growth in our intermodal services.volume. The increase in the operating ratio for our ~~Logistics~~Brokerage segment in the ~~2014~~2015 period was primarily due to an increase in the payments to carriers for transportation services which we arranged as a percentage of our ~~intermodal revenue and the impact of the severe weather conditions in the 2014 period.~~Brokerage revenue.

The following table sets forth for the periods indicated the dollar and percentage increase or decrease of the items in our unaudited consolidated condensed statements of operations, and those items as a percentage of operating revenue:

	Dollar Change			Percentage Change			Percentage of Operating Revenue						Dollar Change			Percentage Change			Percentage of Operating Revenue
	Three Months Ended March 31,			Three Months Ended March 31,			Three Months Ended March 31,						Three Months Ended March 31,			Three Months Ended March 31,			Three Months Ended March 31,
(Dollars in thousands)	2014 vs. 2013			2014 vs. 2013			2014			2013			2015 vs. 2014			2015 vs. 2014			2015			2014

Operating revenue	$	(5,065	)		(3.1	)%		100.0	%		100.0	%	$	1,878			1.2	%		100.0	%		100.0	%
Operating expenses (income):
Salaries, wages and benefits		1,607			3.8			27.4			25.6			5,076			11.6			30.3			27.4
Purchased transportation		(6,054	)		(17.7	)		17.6			20.8			1,374			4.9			18.3			17.6
Fuel and fuel taxes		(497	)		(1.2	)		25.0			24.5			(13,350	)		(33.5	)		16.4			25.0
Supplies and maintenance		902			9.5			6.5			5.8			7			0.1			6.5			6.5
Depreciation		683			4.4			10.3			9.5			1,456			8.9			11.1			10.3
Operating taxes and licenses		(57	)		(3.2	)		1.1			1.1			163			9.5			1.2			1.1
Insurance and claims		314			5.4			3.8			3.5			1,965			32.1			5.0			3.8
Communications and utilities		150			11.7			0.9			0.8			95			6.6			0.9			0.9
Gain on disposition ofrevenue equipment		1,752			72.5			(0.4	)		(1.5	)
Gain on disposition of revenue equipment														(498	)		(75.1	)		(0.7	)		(0.4	)
Gain on disposition of facility														(3,712	)	N/A				(2.3	)		-
Other		33			0.9			2.3			2.2			631			17.2			2.7			2.3
Total operating expenses		(1,167	)		(0.8	)		94.6			92.4			(6,793	)		(4.5	)		89.3			94.6
Operating income		(3,898	)		(31.1	)		5.4			7.6			8,671			100.4			10.7			5.4
Other		(83	)		(553.3	)		(0.1	)		-			113			115.3			-			(0.1	)
Income before income taxes		(3,815	)		(30.4	)		5.5			7.6			8,558			97.9			10.7			5.5
Less: Income before incometaxes attributable tononcontrolling interest		(84	)		(100.0	)		-			0.1
Income before income taxesattributable to MartenTransport, Ltd.		(3,731	)		(29.9	)		5.5			7.6
Provision for income taxes		(1,816	)		(34.5	)		2.2			3.2			3,657			106.0			4.4			2.2
Net income	$	(1,915	)		(26.6	)%		3.3	%		4.4	%	$	4,901			92.7	%		6.3	%		3.3	%

Salaries, wages and benefits consist of compensation for our employees, including both driver and non-driver employees, employees’ health insurance, 401(k) plan contributions and other fringe benefits. These expenses vary depending upon the size of our Truckload, Dedicated and Intermodal tractor fleets, the ratio of company drivers to independent contractors, our efficiency, our experience with employees’ health insurance claims, changes in health care premiums and other factors. The increase in salaries, wages and benefits from the ~~2013~~2014 period resulted primarily from increases to several components of the amount paid to company drivers and an increase ~~in employees’ health insurance expense of $1.3 million due to an increase in our self-insured medical claims, which was partially offset by a $613,000 decrease~~ in bonus compensation expense for our non-driver employees.

Purchased transportation consists of payments to ~~independent contractor providers of revenue equipment~~railroads and to carriers for transportation services we arrange in connection with ~~brokerage~~Brokerage and ~~intermodal activities.~~Intermodal operations and to independent contractor providers of revenue equipment. This category will vary depending upon ~~the ratio of company drivers versus independent contractors, the amount of fuel surcharges passed through to independent contractors and~~ the amount and rates, including fuel surcharges, we pay to third-party railroad and motor ~~carriers.~~carriers, the ratio of company drivers versus independent contractors and the amount of fuel surcharges passed through to independent contractors. Purchased transportation expense ~~decreased $6.1~~increased $1.4 million in total, or ~~17.7%~~4.9%, in the ~~2014~~2015 period from the ~~2013~~2014 period. Payments to carriers for transportation services we arranged in our ~~brokerage operations decreased $2.5~~Brokerage segment increased $4.8 million to $14.7 million in the 2015 period from $9.8 million in the 2014 ~~period from $12.3~~period. Payments to railroads and drayage carriers for transportation services within our Intermodal segment decreased $3.7 million to $13.0 million in the ~~2013~~2015 period ~~due to a volume decrease, and in our intermodal services increased $1.7 million to~~from $16.7 million in the 2014 ~~period from $15.0 million in~~period. This decrease is primarily the ~~2013 period due to~~result of a volume ~~increase. With the March 28, 2013 deconsolidation of MWL, there was no purchased transportation expense related to MWL included~~decrease in our ~~Logistics segment in the 2014 period compared with $5.4 million in the 2013 period.~~dry container service. The portion of purchased transportation expense related to our independent contractors within our Truckload and Dedicated segments, including fuel surcharges, increased ~~$191,000~~$285,000 in the ~~2014~~2015 period. We expect that purchased transportation expense will increase as we grow our ~~Logistics segment.~~Intermodal and Brokerage segments.

Fuel and fuel taxes decreased by ~~$497,000~~$13.4 million in the ~~2014~~2015 period from the ~~2013~~2014 period. Net fuel expense (fuel and fuel taxes net of fuel surcharge revenue and surcharges passed through to independent contractors, outside drayage carriers and railroads) decreased ~~$186,000,~~$4.0 million, or ~~1.5%~~32.3%, to $8.5 million in the 2015 period from $12.5 million in the 2014 ~~period from $12.7 million in the 2013~~ period. Fuel surcharges passed through to independent contractors, outside drayage carriers and railroads were $2.6 million in the 2015 period and $4.6 million in the 2014 ~~period and $4.2 million in the 2013~~ period. We have worked diligently to control fuel usage and costs by improving our volume purchasing arrangements and optimizing our drivers’ fuel purchases with national fuel centers, focusing on shorter lengths of haul, installing and tightly managing the use of auxiliary power units in our tractors to minimize engine idling and improving fuel usage in the temperature-control units on our trailers. Auxiliary power units, which we have installed in our company-owned tractors, provide climate control and electrical power for our drivers without idling the tractor engine. The decrease in net fuel expense was primarily due to ~~continued progress with the cost control measures stated above,~~ a ~~decrease in total miles driven, and a slight~~ decrease in the DOE national average cost of fuel to $2.92 per gallon in the 2015 period from $3.96 per gallon in the 2014 period ~~from $4.02 per gallon in~~and continued progress with the ~~2013 period.~~cost control measures stated above. Net fuel expense represented ~~10.8%~~6.9% of ~~truckload~~Truckload, Dedicated and ~~intermodal~~Intermodal segment revenue, net of fuel surcharges, in the ~~2014~~2015 period, compared with ~~11.4% in the 2013 period.~~

Supplies and maintenance consist of repairs, maintenance, tires, parts, oil, and engine fluids, along with load-specific expenses including loading/unloading, tolls, pallets and trailer hostling. Our supplies and maintenance expense increased $902,000, or 9.5%, from the 2013 period. The severe weather conditions10.8% in the 2014 ~~period significantly affected our maintenance costs, specifically our repairs at external facilities, parts and tires, which increased $1.6 million from the 2013~~ period. ~~This increase was partially offset by lower loading/unloading, tolls and trailer hostling expense.~~

Depreciation relates to owned tractors, trailers, auxiliary power units, communication units, terminal facilities and other assets. The increase in depreciation was primarily due to a continued increase in the cost of revenue equipment. We expect our annual cost of tractor and trailer ownership will increase in future periods as a result of higher prices of new equipment, which will result in greater depreciation over the useful life.

Insurance and claims consist of the costs of insurance premiums and the accruals we make for claims within our self-insured retention amounts, primarily for personal injury, property damage, physical damage to our equipment, cargo claims and workers’ compensation claims. These expenses will vary primarily based upon the frequency and severity of our accident experience, our self-insured retention levels and the market for insurance. The $2.0 million increase in insurance and claims in the 2015 period was primarily due to an increase in the cost of our self-insured auto liability, physical damage and workers’ compensation claims. Our significant self-insured retention exposes us to the possibility of significant fluctuations in claims expense between periods which could materially impact our financial results depending on the frequency, severity and timing of claims.

Gain on disposition of revenue equipment ~~decreased~~increased to $1.2 million in the 2015 period from $663,000 in the 2014 period ~~from $2.4 million in the 2013 period~~ due to ~~a decrease~~an increase in the market value for used revenue ~~equipment, along with a decrease in the number of planned tractor dispositions.~~equipment. Future gains or losses on ~~disposition~~dispositions of revenue equipment will be impacted by the market for used revenue equipment, which is beyond our control.

Gain on disposition of facility was $3.7 million in the 2015 period. The disposition of the facility, located in Ontario, CA, is part of our ongoing program to expand and update the footprint of our facilities throughout the United States, in which we have spent over $75 million since 2008. Any future gains or losses on disposition of facilities will be impacted by the market for real estate, which is beyond our control.

As a result of the foregoing factors, our operating expenses as a percentage of operating revenue, or “operating ratio,” ~~increased~~improved to 89.3% in the 2015 period from 94.6% in the 2014 ~~period from 92.4% in the 2013~~ period. The operating ratio for our Truckload segment ~~increased to 94.0%~~was 90.5% in the 2015 period and 94.4% in the 2014 period, ~~from 91.8%~~for our Dedicated segment was 91.1% in the ~~2013 period. The operating ratio for our Logistics segment was 96.8%~~2015 period and ~~94.1%~~90.2% in the 2014 period, for our Intermodal segment was 93.9% in the 2015 period and ~~2013 periods, respectively.~~98.0% in the 2014 period, and for our Brokerage segment was 95.6% in the 2015 period and 94.4% in the 2014 period. Operating expenses as a percentage of operating revenue, with both amounts net of fuel ~~surcharge revenue, increased~~surcharges, improved to 87.7% in the 2015 period from 93.2% in the 2014 period. Our operating ratio for the 2015 period, ~~from 90.6% in~~net of the ~~2013 period.~~facility disposition gain, improved to 91.6% and, net of both fuel surcharges and the facility disposition gain, improved to 90.3%.

Our effective income tax rate ~~decreased~~increased to 41.1% in the 2015 period from 39.5% in the 2014 ~~period from 42.2% in the 2013~~ period.

As a result of the factors described above, net income ~~decreased~~increased to $10.2 million in the 2015 period from $5.3 million in the 2014 ~~period from $7.2 million in the 2013~~ period. Net earnings per diluted share ~~decreased~~increased to $0.30 in the 2015 period from $0.16 in the 2014 ~~period from $0.22 in the 2013~~ period.

Our business requires substantial, ongoing capital investments, particularly for new tractors and trailers. Our primary sources of liquidity are funds provided by operations and our revolving credit facility. A portion of our tractor fleet is provided by independent contractors who own and operate their own equipment. We have no capital expenditure requirements relating to those drivers who own their tractors or obtain financing through third parties.

The table below reflects our net cash flows provided by operating activities, net cash flows used for investing activities and net cash flows used for financing activities for the periods indicated.

In the first three months of 2015, net cash flows provided by operating activities of $53.2 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $7.1 million, to repay $24.4 million of long-term debt and to increase cash and cash equivalents by $21.6 million. In the first three months of 2014, net cash flows provided by operating activities of $27.5 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $17.7 million, to partially construct regional operating facilities in the amount of $1.5 million and to increase cash and cash equivalents by $5.7 million. In the first three months of 2013, net cash flows provided by operating activities of $22.0 million were primarily used to purchase new revenue equipment, net of proceeds from dispositions, in the amount of $9.5 million, to repay $2.7 million of long-term debt, to partially construct and acquire regional operating facilities in the amount of $982,000, to pay cash dividends of $553,000, and to increase cash and cash equivalents by $5.6 million.

We estimate that capital expenditures, net of proceeds from dispositions, will be approximately ~~$79~~$95 million for the remainder of ~~2014.~~2015. Quarterly cash dividends of $0.025 per share of common stock ~~in the amount of $834,000~~ were declared in ~~March~~each of the first quarters of 2015 and 2014 totaling $837,000 and ~~paid in April 2014, and of $0.017 per share of common stock in the amount of $553,000 were paid in March 2013.~~$834,000, respectively. We currently expect to continue to pay quarterly cash dividends in the future. The payment of cash dividends in the future, and the amount of any such dividends, will depend upon our financial condition, results of operations, cash requirements, and certain corporate law requirements, as well as other factors deemed relevant by our Board of Directors. As current federal and state bonus depreciation provisions have expired, we expect an increase in our current income tax payments as a portion of our deferred tax liability for property and equipment reverses. We believe our sources of liquidity are adequate to meet our current and anticipated needs for at least the next twelve months. Based upon anticipated cash flows, existing cash and cash equivalents balances, current borrowing availability and other sources of financing we expect to be available to us, we do not anticipate any significant liquidity constraints in the foreseeable future.

Our credit facility prohibits us from paying, in any fiscal year, dividends in excess of 25% of our net income from the prior fiscal year. This facility also contains restrictive covenants which, among other matters, require us to maintain compliance with ~~certain~~ cash flow leverage and fixed charge coverage ratios. We were in compliance with all of these covenants at March 31, ~~2014.~~2015.

The following is a summary of our contractual obligations as of March 31, ~~2014.~~2015.

Due to uncertainty with respect to the timing of future cash flows, the obligation under our nonqualified deferred compensation plan at March 31, ~~2014~~2015 of ~~63,275.6~~70,590 shares of Company common stock with a value of ~~$1.4~~$1.6 million has been excluded from the above table.

We purchase fuel and obtain tires and related services from Bauer Built, Inc., or BBI. Jerry M. Bauer, one of our directors, is the chairman of the board and chief executive officer and the principal stockholder of BBI. We paid BBI $55,000 in the first three months of 2015 and $138,000 in the first three months of 2014 ~~and $171,000 in the first three months of 2013~~ for fuel and tire services. In addition, we paid $219,000 in the first three months of 2015 and $238,000 in the first three months of 2014 ~~and $307,000 in the first three months of 2013~~ to tire manufacturers for tires that ~~we purchased from the tire manufacturers but~~ were provided by BBI. BBI received commissions from the tire manufacturers related to these purchases. Other than any benefit received from his ownership interest, Mr. Bauer receives no compensation or other benefits from our business with BBI.

We own a 45% equity interest in MWL, a third-party provider of logistics services to the transportation industry. We received ~~$1.7~~$2.0 million and ~~$2.2~~$1.7 million of our revenue for loads transported by our tractors and arranged by MWL in the three-month periods ended March 31, ~~2014~~2015 and March 31, ~~2013,~~2014, respectively. Prior to deconsolidation effective March 28, 2013, these inter-segment revenues were eliminated in consolidation. Inter-segment revenue eliminated in consolidation was $2.1 million for the three-month period ended March 31, 2013. As of March 31, ~~2014,~~2015, we also had a trade receivable in the amount of ~~$694,000~~$880,000 from MWL and an accrued liability of ~~$2.2~~$2.9 million to MWL for the excess of payments by MWL’s customers into our lockbox account over the amounts drawn on the account by MWL.

We believe that the transactions with related parties noted above are on reasonable terms which, based upon market rates, are comparable to terms available from unaffiliated third parties.

Other than standby letters of credit maintained in connection with our self-insurance programs in the amount of ~~$8.3~~$9.2 million and operating leases summarized above in our summary of contractual obligations, we did not have any other material off-balance sheet arrangements at March 31, ~~2014.~~2015.

Most of our operating expenses are inflation-sensitive, with inflation generally producing increased costs of operations. During the last two years, the most significant effects of inflation have been on revenue equipment prices, accident claims, health insurance and employee compensation. We attempt to limit the effects of inflation through increases in freight rates and cost control efforts.

In addition to inflation, fluctuations in fuel prices can affect our profitability. We require substantial amounts of fuel to operate our tractors and power the temperature-control units on our trailers. Substantially all of our contracts with customers contain fuel surcharge provisions. Although we historically have been able to pass through a significant portion of long-term increases in fuel prices and related taxes to customers in the form of surcharges and higher rates, such increases usually are not fully recovered. These surcharge provisions are not effective in mitigating the fuel price increases related to non-revenue miles or fuel used while the tractor is idling.

Our tractor productivity generally decreases during the winter season because inclement weather impedes operations and some shippers reduce their shipments. At the same time, operating expenses generally increase, with harsh weather creating higher accident frequency, increased claims and more equipment repairs.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions about future events, and apply judgments that affect the reported amounts of assets, liabilities, revenue and expenses in our consolidated condensed financial statements and related notes. We base our estimates, assumptions and judgments on historical experience, current trends and other factors believed to be relevant at the time our consolidated condensed financial statements are prepared. However, because future events and their effects cannot be determined with certainty, actual results could differ from our estimates and assumptions, and such differences could be material. We believe that the following critical accounting policies affect our more significant estimates, assumptions and judgments used in the preparation of our consolidated condensed financial statements.

Revenue Recognition.We recognize revenue, including fuel surcharges,at the time shipment of freight is completed. We account for revenue of our ~~Logistics segment~~Intermodal and Brokerage segments and revenue on freight transported by independent contractors within our Truckload ~~segment~~and Dedicated segments on a gross basis because we are the primary obligor in the arrangements, we have the ability to establish prices, we have the risk of loss in the event of cargo claims and we bear credit risk with customer payments. Accordingly, all such revenue billed to customers is classified as operating revenue and all corresponding payments to carriers for transportation services we arrange in connection with brokerage and intermodal activities and to independent contractor providers of revenue equipment are classified as purchased transportation expense.

Accounts Receivable.We are dependent upon a limited number of customers, and, as a result, our trade accounts receivable are highly concentrated.Trade accounts receivable are recorded at the invoiced amounts, net of an allowance for doubtful accounts. Our allowance for doubtful accounts was ~~$444,000~~$462,000 as of March 31, ~~2014~~2015 and ~~$450,000~~$475,000 as of December 31, ~~2013.~~2014. A considerable amount of judgment is required in assessing the realization of these receivables including the current creditworthiness of each customer and related aging of the past-due balances, including any billing disputes. In order to assess the collectibility of these receivables, we perform ongoing credit evaluations of our customers’ financial condition. Through these evaluations, we may become aware of a situation where a customer may not be able to meet its financial obligations due to deterioration of its financial viability, credit ratings or bankruptcy. The allowance for doubtful accounts is based on the best information available to us and is reevaluated and adjusted as additional information is received. We evaluate the allowance based on historical write-off experience, the size of the individual customer balances, past-due amounts and the overall national economy. We review the adequacy of our allowance for doubtful accounts monthly.

Property and Equipment. The transportation industry requires significant capital investments. Our net property and equipment was ~~$424.1~~$464.9 million as of March 31, ~~2014~~2015 and ~~$415.0~~$465.7 million as of December 31, ~~2013.~~2014. Our depreciation expense was $17.8 million for the first three months of 2015 and $16.4 million for the first three months of ~~2014 and $15.7 million for the first three months of 2013.~~2014. We compute depreciation of our property and equipment for financial reporting purposes based on the cost of each asset, reduced by its estimated salvage value, using the straight-line method over its estimated useful life. We determine and periodically evaluate our estimate of the projected salvage values and useful lives primarily by considering the market for used equipment, prior useful lives and changes in technology. We have not changed our policy regarding salvage values as a percentage of initial cost or useful lives of tractors and trailers within the last ten years. We believe that our policies and past estimates have been reasonable. Actual results could differ from these estimates. A 5% decrease in estimated salvage values would have decreased our net property and equipment as of March 31, ~~2014~~2015 by approximately ~~$10.0~~$10.3 million, or ~~2.4%~~2.2%.

Impairment of Assets.Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount or fair value less the costs to sell.

Insurance and Claims.We self-insure, in part, for losses relating to workers’ compensation, auto liability, general liability, cargo and property damage claims, along with employees’ health insurance with varying risk retention levels. We maintain insurance coverage for per-incident and total losses in excess of these risk retention levels in amounts we consider adequate based upon historical experience and our ongoing review. However, we could suffer a series of losses within our self-insured retention limits or losses over our policy limits, which could negatively affect our financial condition and operating results. We are responsible for the first $1.0 million on each auto liability claim and for the first $750,000 on each workers’ compensation claim. We have ~~$8.3~~$9.2 million in standby letters of credit to guarantee settlement of claims under agreements with our insurance carriers and regulatory authorities. The insurance and claims accruals in our consolidated condensed balance sheets were $14.8 million as of March 31, ~~2014~~2015 and ~~$14.4~~$14.0 million as of December 31, ~~2013.~~2014. We reserve currently for the estimated cost of the uninsured portion of pending claims. We periodically evaluate and adjust these reserves based on our evaluation of the nature and severity of outstanding individual claims and our estimate of future claims development based on historical claims development factors. We believe that our claims development factors have historically been reasonable, as indicated by the adequacy of our insurance and claims accruals compared to settled claims. Actual results could differ from these current estimates. In addition, to the extent that claims are litigated and not settled, jury awards are difficult to predict. If our claims settlement experience worsened causing our historical claims development factors to increase by 5%, our estimated ~~outstanding loss reserves~~insurance and claims accruals as of March 31, ~~2014~~2015 would have needed to increase by approximately ~~$3.6~~$3.8 million.

Share-based Payment Arrangement Compensation.We have granted stock options to certain employees and non-employee directors. We recognize compensation expense for all stock options net of an estimated forfeiture rate and only record compensation expense for those shares expected to vest on a straight-line basis over the requisite service period (normally the vesting period). Determining the appropriate fair value model and calculating the fair value of stock options require the input of highly subjective assumptions, including the expected life of the stock options and stock price volatility. We use the Black-Scholes model to value our stock option awards. We believe that future volatility will not materially differ from our historical volatility. Thus, we use the historical volatility of our common stock over the expected life of the award. The assumptions used in calculating the fair value of stock options represent our best estimates, but these estimates involve inherent uncertainties and the application of judgment. As a result, if factors change and we use different assumptions, stock option compensation expense could be materially different in the future.

We have also granted performance unit awards to certain employees which are subject to vesting requirements over a five-year period, primarily based on our earnings growth. The fair value of each performance unit is based on the closing market price on the date of grant. We recognize compensation expense for these awards based on the estimated number of units probable of achieving the vesting requirements of the awards, net of an estimated forfeiture rate.

In May 2014, the Financial Accounting Standards Board issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The standard, which is effective for the first quarter of 2017, will replace most existing revenue recognition guidance required by U.S. generally accepted accounting principles. Early application is not permitted. The adoption of this standard is not expected to have a significant impact on our consolidated condensed balance sheets, statements of operations or statements of cash flows.

Item 3. Quantitative and Qualitative Disclosures ~~about~~about Market Risk.

We are exposed to a variety of market risks, most importantly the effects of the price and availability of diesel fuel. We require substantial amounts of diesel fuel to operate our tractors and power the temperature-control units on our trailers. The price and availability of diesel fuel can vary, and are subject to political, economic and market factors that are beyond our control. Significant increases in diesel fuel costs could materially and adversely affect our results of operations and financial condition. Based upon our fuel consumption in the first three months of ~~2014,~~2015, a 5% increase in the average cost of diesel fuel would have increased our fuel expense by ~~$2.0~~$1.3 million.

We have historically been able to pass through a significant portion of long-term increases in diesel fuel prices and related taxes to customers in the form of fuel surcharges. Fuel surcharge programs are widely accepted among our customers, though they can vary somewhat from customer-to-customer. These fuel surcharges, which adjust weekly with the cost of fuel, enable us to recover a substantial portion of the higher cost of fuel as prices increase. These fuel surcharge provisions are not effective in mitigating the fuel price increases related to non-revenue miles or fuel used while the tractor is idling. In addition, we have worked diligently to control fuel usage and costs by improving our volume purchasing arrangements and optimizing our drivers’ fuel purchases with national fuel centers, focusing on shorter lengths of haul, installing and tightly managing the use of auxiliary power units in our tractors to minimize engine idling and improving fuel usage in our trailers’ refrigeration units.

While we do not currently have any outstanding hedging instruments to mitigate this market risk, we may enter into derivatives or other financial instruments to hedge a portion of our fuel costs in the future.

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we have carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report. This evaluation was carried out under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that our disclosure controls and procedures were effective as of March 31, ~~2014.~~2015. There were no changes in our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting. We intend to periodically evaluate our disclosure controls and procedures as required by the Exchange Act Rules.

We do not believe there are any material changes from the risk factors previously disclosed in ~~Item~~

1AItem1A to Part 1 of our Form 10-K for the year ended December 31, ~~2013.~~2014.

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.

Delaware		39-1140809
(State of incorporation)		(I.R.S. employer identification no.)

	March 31,			December 31,			March 31,			December 31,
(In thousands, except share information)	2014			2013			2015			2014

ASSETS
Current assets:
Cash and cash equivalents	$	19,315		$	13,650		$	21,700		$	123
Receivables:
Trade, net		70,306			70,869			68,686			72,263
Other		2,212			4,142			3,475			17,740
Prepaid expenses and other		13,366			15,274			15,168			16,860
Deferred income taxes		3,479			3,415			3,145			3,199
Total current assets		108,678			107,350			112,174			110,185

Property and equipment:
Revenue equipment, buildings and land,office equipment and other		596,031			579,925
Revenue equipment, buildings and land, office equipment and other								651,229			645,972
Accumulated depreciation		(171,886	)		(164,916	)		(186,371	)		(180,223	)
Net property and equipment		424,145			415,009			464,858			465,749
Other assets		3,489			3,443			3,581			3,726
TOTAL ASSETS	$	536,312		$	525,802		$	580,613		$	579,660

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Checks issued in excess of cash balances							$	-		$	745
Accounts payable and accrued liabilities	$	42,467		$	38,624			41,985			29,775
Insurance and claims accruals		14,847			14,404			14,832			13,998
Total current liabilities		57,314			53,028			56,817			44,518
Long-term debt								-			24,373
Deferred income taxes		114,777			113,637			125,095			122,843
Total liabilities		172,091			166,665			181,912			191,734

Stockholders’ equity:
Preferred stock, $.01 par value per share;2,000,000 shares authorized; no sharesissued and outstanding		-			-
Common stock, $.01 par value per share;48,000,000 shares authorized; 33,349,150 sharesat March 31, 2014, and 33,301,048 shares atDecember 31, 2013, issued and outstanding		333			333
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; 33,503,392 shares at March 31, 2015, and 33,418,829 shares at December 31, 2014, issued and outstanding								335			334
Additional paid-in capital		85,708			85,077			88,793			87,370
Retained earnings		278,180			273,727			309,573			300,222
Total stockholders’ equity		364,221			359,137			398,701			387,926
TOTAL LIABILITIES ANDSTOCKHOLDERS’ EQUITY	$	536,312		$	525,802
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY							$	580,613		$	579,660

							Three Months
	Three Months Ended March 31,						Ended March 31,
(In thousands, except per share information)	2014			2013			2015			2014

OPERATING REVENUE	$	159,409		$	164,474		$	161,287		$	159,409

OPERATING EXPENSES (INCOME):
Salaries, wages and benefits		43,732			42,125			48,808			43,732
Purchased transportation		28,130			34,184			29,504			28,130
Fuel and fuel taxes		39,826			40,323			26,476			39,826
Supplies and maintenance		10,435			9,533			10,442			10,435
Depreciation		16,371			15,688			17,827			16,371
Operating taxes and licenses		1,713			1,770			1,876			1,713
Insurance and claims		6,125			5,811			8,090			6,125
Communications and utilities		1,433			1,283			1,528			1,433
Gain on disposition of revenue equipment		(663	)		(2,415	)		(1,161	)		(663	)
Gain on disposition of facility								(3,712	)		-
Other		3,667			3,634			4,298			3,667

Total operating expenses		150,769			151,936			143,976			150,769

OPERATING INCOME		8,640			12,538			17,311			8,640

OTHER		(98	)		(15	)		15			(98	)

INCOME BEFORE INCOME TAXES		8,738			12,553			17,296			8,738
Less: Income before income taxesattributable to noncontrolling interest		-			84

INCOME BEFORE INCOME TAXESATTRIBUTABLE TO MARTENTRANSPORT, LTD.		8,738			12,469

PROVISION FOR INCOME TAXES		3,451			5,267			7,108			3,451

NET INCOME	$	5,287		$	7,202		$	10,188		$	5,287

BASIC EARNINGS PER COMMON SHARE	$	0.16		$	0.22		$	0.30		$	0.16

DILUTED EARNINGS PER COMMON SHARE	$	0.16		$	0.22		$	0.30		$	0.16

DIVIDENDS DECLARED PER COMMON SHARE	$	0.025		$	0.017		$	0.025		$	0.025

	Three Months Ended March 31,
	2014		2013

Truckload Segment:
Total Truckload revenue (in thousands)	$	124,064	$	121,734
Average truckload revenue, net of fuel surcharges, pertractor per week⁽¹⁾	$	3,500	$	3,368
Average tractors⁽¹⁾		2,167		2,193
Average miles per trip		616		627
Total miles – company-employed drivers (in thousands)		54,362		54,895
Total miles – independent contractors (in thousands)		1,057		941

Logistics Segment:
Total Logistics revenue (in thousands):	$	35,345	$	42,740
Brokerage:
Marten Transport
Revenue (in thousands)	$	11,655	$	14,469
Loads		7,708		9,430
MWL
Revenue (in thousands)	$	-	$	6,676
Loads		-		3,758
Intermodal:
Revenue (in thousands)	$	23,690	$	21,595
Loads		10,523		8,590
Average tractors		98		78

	Three Months
	Ended March 31,
	2015		2014
Truckload Segment:
Revenue (in thousands)	$	101,401	$	110,514
Average revenue, net of fuel surcharges,per tractor per week⁽¹⁾	$	3,606	$	3,507
Average tractors⁽¹⁾		1,872		1,925
Average miles per trip		705		683
Total miles (in thousands)		47,530		49,503

Dedicated Segment:
Revenue (in thousands)	$	22,454	$	13,550
Average revenue, net of fuel surcharges,per tractor per week⁽¹⁾	$	3,442	$	3,447
Average tractors⁽¹⁾		449		242
Average miles per trip		375		338
Total miles (in thousands)		11,075		5,916

Intermodal Segment:
Revenue (in thousands)	$	20,392	$	23,690
Loads		9,367		10,523
Average tractors		96		98

Brokerage Segment:
Revenue (in thousands)	$	17,040	$	11,655
Loads		10,850		7,708

	Marten Transport, Ltd. Stockholders

													Total
					Additional					Non-			Stock-
	Common Stock				Paid-In		Retained			controlling			holders'
(In thousands)	Shares		Amount		Capital		Earnings			Interest			Equity

Balance at December 31, 2012		33,164	$	332	$	82,679	$	246,349		$	2,563		$	331,923
Net income		-		-		-		7,202			-			7,202
Issuance of common stock fromshare-based payment arrangementexercises and vesting of performanceunit awards		18		-		22		-			-			22
Share-based payment arrangementcompensation expense		-		-		217		-			-			217
Dividends on common stock		-		-		-		(553	)		-			(553	)
Income before income taxes attributableto noncontrolling interest		-		-		-		-			84			84
Noncontrolling interest distributions		-		-		-		-			(84	)		(84	)
Change to equity method of accounting		-		-		-		-			(2,563	)		(2,563	)
Balance at March 31, 2013		33,182		332		82,918		252,998			-			336,248
Net income		-		-		-		22,945			-			22,945
Issuance of common stock fromshare-based payment arrangementexercises and vesting of performanceunit awards		119		1		1,103		-			-			1,104
Tax benefits from share-based paymentarrangement exercises		-		-		189		-			-			189
Share-based payment arrangementcompensation expense		-		-		867		-			-			867
Dividends on common stock		-		-		-		(2,216	)		-			(2,216	)
Balance at December 31, 2013		33,301		333		85,077		273,727			-			359,137
Net income		-		-		-		5,287			-			5,287
Issuance of common stock fromshare-based payment arrangementexercises and vesting of performanceunit awards		48		-		370		-			-			370
Tax benefits from share-based paymentarrangement exercises		-		-		50		-			-			50
Share-based payment arrangementcompensation expense		-		-		211		-			-			211
Dividends on common stock		-		-		-		(834	)		-			(834	)
Balance at March 31, 2014		33,349	$	333	$	85,708	$	278,180		$	-		$	364,221


⁽¹⁾	Includes tractors driven by both company-employed drivers and independent contractors. Independent contractors provided 4154 and 4941 tractors as of March 31, 2015 and 2014, ~~and 2013,~~ respectively.

											Payments Due by Period
											Remainder		2016		2018
	Payments Due by Period										of		And		And
(In thousands)	Remainder of 2014		2015 And 2016		2017 And 2018		Thereafter		Total		2015		2017		2019		Thereafter		Total
Purchase obligations forrevenue equipment	$	42,033	$	—	$	—	$	—	$	42,033
Building construction andacquisition obligations		2,642		—		—		—		2,642
Purchase obligations for revenue equipment											$	67,789	$	—	$	—	$	—	$	67,789
Building construction obligations												4,868		—		—		—		4,868
Operating lease obligations		347		587		3		—		937		304		447		8		—		759
Total	$	45,022	$	587	$	3	$	—	$	45,612	$	72,961	$	447	$	8	$	—	$	73,416

Item No.		Item	Method of Filing
~~10.16~~ ~~10.18~~ ~~10.19~~ 31.1	~~Named Executive Officer Compensation~~ ~~Letter from KPMG LLP dated March 13, 2014~~ ~~2014 Non-employee Director Compensation Summary~~	Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by Randolph L. Marten, the Registrant’s Chief Executive Officer (Principal Executive Officer)	~~Incorporated by reference~~ ~~to Exhibit 10.1 of the~~ ~~Company’s Current Report on~~ ~~Form 8-K filed May 7, 2014.~~ ~~Incorporated by reference~~ ~~to Exhibit 16.1 of the~~ ~~Company’s Current Report on~~ ~~Form 8-K filed March 13, 2014.~~ ~~Incorporated by reference~~ ~~to Exhibit 10.2 of the~~ ~~Company’s Current Report on~~ ~~Form 8-K filed May 7, 2014.~~ Filed with this Report.

31.2		Certification pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, by James J. Hinnendael, the Registrant’s Chief Financial Officer (Principal Financial Officer)	Filed with this Report.

32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	Filed with this Report.

101		The following financial information from Marten Transport, Ltd.’s Quarterly Report on Form 10-Q for the period ended March 31, ~~2014,~~2015, filed with the SEC on May ~~9, 2014,~~4, 2015, formatted in eXtensible Business Reporting Language (XBRL): (i) Consolidated Condensed Balance Sheets as of March 31, ~~2014~~2015 and December 31, ~~2013,~~2014, (ii) Consolidated Condensed Statements of Operations for the three-month periods ended March 31, ~~2014~~2015 and March 31, ~~2013,~~2014, (iii) Consolidated Condensed Statements of Stockholders’ Equity for the three-month periods ended March 31, ~~2014~~2015 and March 31, ~~2013,~~2014, and for the nine-month period ended December 31, ~~2013,~~2014, (iv) Consolidated Condensed Statements of Cash Flows for the three-month periods ended March 31, ~~2014~~2015 and March 31, ~~2013,~~2014, and (v) Notes to Consolidated Condensed Financial Statements.	Filed with this Report.

	MARTEN TRANSPORT, LTD.


Dated: May ~~9, 2014~~4, 2015	By:	/s/ Randolph L. Marten
		Randolph L. Marten
		Chief Executive Officer
		(Principal Executive Officer)


Dated: May ~~9, 2014~~4, 2015	By:	/s/ James J. Hinnendael
		James J. Hinnendael
		Chief Financial Officer
		(Principal Financial and Accounting Officer)