Procedures for the Submission of Complaint, Reports, or Concerns

Regarding Financial Statement Disclosures, Accounting, 

Internal Accounting Controls, or Auditing Matters 

Effective as of February 20, 2004 


Any person may submit a good faith complaint, report, or concern regarding accounting or auditing matters relating to Heartland Express, Inc. (the “Company”) to the management of the Company without fear of dismissal or retaliation of any kind.  

In order to facilitate reporting, and in accordance with Section 301 of the Sarbanes-Oxley Act of 2002 and rules promulgated thereunder, the Company’s Audit Committee has established the following procedures for (a) the receipt, retention and treatment of complaints, reports, and concerns regarding financial statement disclosures, accounting, internal accounting controls, or auditing matters (collectively, “Accounting Matters”), and (b) the confidential, anonymous submission of complaints, reports, and concerns by employees and other persons regarding Accounting Matters.  


Receipt of Complaints, Reports, or Concerns  

Any person with complaints, reports, or concerns regarding Accounting Matters may submit such complaints, reports, or concerns on a confidential or anonymous basis by writing to the Company’s outside legal counsel, Mark Scudder of Scudder Law Firm, P.C., L.L.O., at P.O. Box 81277, Lincoln, NE 68508 or by telephone at (402) 435-3223.  The Company’s outside counsel will promptly notify the Audit Committee Chairman of any complaints, reports, or concerns regarding Accounting Matters that are submitted in this manner. The letter should indicate that it is being delivered pursuant to these procedures and contain a complete description of the facts or circumstances giving rise to the complaint, report, or concern.  In addition, the letter may, but need not, include a telephone number at which the person submitting the complaint, report, or concern may be contacted in the event that the Audit Committee desires clarification or further information.  

Further, the Company (and its executive officers) must promptly forward to the Chairman of the Audit Committee any complaints, reports, or concerns concerning Accounting Matters that have been communicated to it (or him or her).  


Scope of Matters Covered by Procedures  

These procedures relate to complaints, reports, and concerns about questionable accounting or auditing matters, including:  

  • fraud or error in the preparation, evaluation, review or audit of any financial statement of the Company;   
  • fraud or error in the recording and maintaining of financial records of the Company;   
  • deficiencies in or noncompliance with the Company’s internal accounting controls;   
  • a misrepresentation or false statement to or by a senior officer of the Company or its independent accountant (or representatives thereof) regarding a matter contained in the financial records, financial reports (including quarterly and annual reports filed with the Securities and Exchange Commission), or audit reports of the Company;  
  • deviation from full and fair reporting of the Company’s financial condition or results; and  
  • violation of applicable securities laws, rules, and regulations relating to financial reporting.  


Treatment of Complaints. Reports, and Concerns  

Upon receipt of a complaint, report, or concern relating to Accounting Matters, or notification by the Company (or an executive officer) that it (or he or she) has received such a complaint, report, or concern, the Audit Committee Chairman will notify the other members of the Audit Committee.  The Audit Committee shall then investigate the complaint, report, or concern.  In conducting such investigation, the Audit Committee may enlist officers or employees of the Company and/or outside legal, accounting, or other advisors, as appropriate.  Promptly following the completion such investigation, the Audit Committee will recommend that the Board of Directors take such corrective and disciplinary actions, if any, that are warranted in the judgment of the Audit Committee, which may include, without limitation, a warning or letter of reprimand, demotion, salary reduction, loss of eligibility for a salary increase, bonus, or equity compensation, suspension without pay, or termination of employment.  

Confidentiality with respect to all complaints, reports, and concerns will be maintained by the Company and members of the Audit Committee to the fullest extent possible, consistent with the need to conduct an adequate review.   

The Company will not take any adverse action against anyone as a result of their submission of a good faith complaint, report, or concern pursuant to these procedures and will not discharge, demote, suspend, threaten, harass, or in any manner discriminate against any employee in the terms and conditions of employment based upon any lawful actions taken by the employee with respect to good faith reporting of complaints, concerns, or other matters regarding the Company or otherwise as specified in Section 806 of the Sarbanes-Oxley Act of 2002.  


Retention of Documentation Relating to Complaints, Reports, and Concerns   

The Audit Committee shall retain as part of the records of the Audit Committee any complaints, reports, and concerns submitted or received pursuant to these procedures, as well as any documentation relating to the investigation and resolution of such complaints, reports, and concerns, for a period of no less than seven years. 



The Audit Committee may amend these procedures at any time, consistent with requirements of applicable laws, rules and regulations.