Forward Looking Statements

Except for certain historical information contained herein, this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve risks, assumptions and uncertainties which are difficult to predict. All statements, other than statements of historical fact, are statements that could be deemed forward-looking statements, including any projections of earnings, revenues, or other financial items; any statements of plans, strategies, and objectives of management for future operations; any statements concerning proposed new strategies or developments; any statements regarding future economic conditions or performance; any statements of belief and any statement of assumptions underlying any of the foregoing. Words such as "believe," "may," "could," "expects," "anticipates," and "likely," and variations of these words or similar expressions, are intended to identify such forward-looking statements. The Company's actual results could differ materially from those discussed in the section entitled "Factors That May Affect Future Results," included in "Management's Discussion and Analysis of Financial Condition and Results of Operations" set forth in the Company's Annual report on Form 10-K, which is by this reference incorporated herein. The Company does not assume, and specifically disclaims, any obligation to update any forward-looking statements contained in this Quarterly report.

Overview

Heartland Express, Inc. is a short-to-medium haul truckload carrier. The Company transports freight for major shippers and generally earns revenue based on the number of miles per load delivered. The Company operated eleven regional operating divisions that provided regional dry van truckload services from nine regional operating centers in addition to its corporate headquarters during the quarter ended September 30, 2009. The Company's regional operating divisions, not including operations at the corporate headquarters, accounted for 72.6% and 73.5% of operating revenues for the third quarter of 2009 and 2008, respectively, and 72.8% and 73.6% of operating revenues for the nine month period ended September 30, 2009 and 2008, respectively. The Company's newest regional operating center near Dallas, Texas opened in early January 2009. The Company takes pride in the quality of the service that it provides to its customers. The keys to maintaining a high level of service are the availability of late-model equipment and experienced drivers.

Operating efficiencies and cost controls are achieved through equipment utilization, operating a fleet of late model equipment, maintaining an industry leading driver to non-driver employee ratio, and the effective management of fixed and variable operating costs. Fuel prices soared to historical highs through the first half of 2008 and declined throughout the second half of 2008. The trend in the decline of fuel prices continued in the first quarter of 2009 and increased slightly in the second quarter and held relatively stable during the third quarter of 2009. The industry experienced soft freight demand throughout 2008 which has continued to weaken and stay weak during 2009. This continues to put downward pressure on freight rates throughout 2009. In addition, the decline in fuel prices from highs in 2008 has resulted in a decline in fuel surcharge revenues, which were lower during the third quarter of 2009. The industry continues to fight excess capacity in the market along with declining freight volumes due to the current economic downturn. To combat higher fuel prices, during 2008, the Company initiated strategies to effectively manage fuel costs. These initiatives included strategic fueling of our trucks whether it be terminal fuel or over the road fuel, reduction of tractor idle time, controlling out-of-route miles and increased fuel economy of our newer tractors acquired in 2008 and 2009 over previous model tractors. Fuel expense was reduced approximately $31.9 million for the current quarter compared to the same quarter of prior year and $93.3 million year to date mainly due to the reduced price of fuel and lower volumes due to lower miles driven as well as the initiatives previously mentioned. At September 30, 2009, the Company's tractor fleet had an average age of 1.7 years while the trailer fleet had an average age of 5.4 years compared to 2.5 years average age of tractor fleet and 4.4 years average age of trailer fleet a year ago. The Company's average age of the tractor fleet is expected to continue to decrease to approximately 1.4 years throughout the remainder of 2009 as the Company expects to complete the current fleet upgrade campaign during the fourth quarter. The Company continues to focus on growing internally by providing quality service to targeted customers with a high density of freight in the Company's regional operating

areas. In addition to the development of its regional operating centers, the Company has made five acquisitions since 1987. Future growth is dependent upon several factors including the level of economic growth and the related customer demand, the available capacity in the trucking industry, potential acquisition opportunities, and the availability of experienced drivers.

The Company ended the third quarter of 2009 with operating revenues of $113.4 million, including fuel surcharges, net income of $14.5 million, and earnings per share of $0.16 on average outstanding shares of 90.7 million. The Company posted an 80.2% operating ratio (operating expenses as a percentage of operating revenues) and a 12.8% net margin (net income as a percentage of operating revenues). The Company ended the quarter with cash, cash equivalents, short-term and long-term investments of $202.9 million and a debt-free balance sheet. The Company had total assets of $568.6 million at September 30, 2009. The Company achieved a return on assets of 11.4% and a return on equity of 18.0% for the twelve months ended September 30, 2009, compared to the twelve months ended September 30, 2008, which were 12.3% and 19.3%, respectively. The Company's cash flow from operations for the first nine months of 2009 of $71.6 million represented a 12.5% decrease from the same period of 2008 mainly due to a $3.9 million increase in net income adjusted for non-cash items offset by a decrease in cash flows from working capital items of $14.2 million which was mainly attributable to timing of certain accounts payable and accrued expense items, and income tax accrual reductions. The Company's cash flow from operations was 20.7% of operating revenues for the nine months ended September 30, 2009 compared to 16.9% for the same period in 2008.

Results of Operations:

The following table sets forth the percentage relationship of expense items to
operating revenue for the periods indicated.

                                       Three Months Ended              Nine Months Ended
                                          September 30,                  September 30,
                                       2009           2008           2009            2008
Operating revenue                        100.0 %        100.0 %        100.0 %       100.0  %
Operating expenses:
Salaries, wages, and benefits             36.8 %         30.3 %         37.3 %        30.7  %
Rent and purchased transportation          2.4            2.8            2.5           3.1
Fuel                                      23.3           34.4           22.0          35.0
Operations and maintenance                 3.2            2.4            3.5           2.6
Operating taxes and licenses               1.7            1.4            1.9           1.4
Insurance and claims                       3.2            3.8            3.4           3.6
Communications and utilities               0.8            0.5            0.8           0.6
Depreciation                              13.6            6.8           11.7           6.7
Other operating expenses                   2.4            2.6            2.7           2.7
Gain on disposal of property and
equipment                                 (7.3 )         (1.7 )         (4.1 )        (0.7  )
Total operating expenses                  80.2 %         83.2 %         81.7 %        85.7  %
  Operating
income                                    19.8 %         16.8 %         18.3 %        14.3  %
Interest income                            0.4            1.1            0.6           1.5
Income before income taxes                20.2 %         18.0 %         18.8 %        15.8  %
Federal and state income taxes             7.4            7.0            5.4           5.3
Net income                                12.8 %         11.0 %         13.4 %        10.5  %

The following is a discussion of the results of operations of the three and nine month period ended September 30, 2009 compared with the same period in 2008.

Three Months Ended September 2009 and 2008

Operating revenue decreased $56.5 million (33.3%), to $113.4 million in the third quarter of 2009 from $169.9 million in the third quarter of 2008. The decrease in revenue resulted from a decrease in fuel surcharge revenue of $26.0 million to $14.4 million, further reduced by a decrease in line haul revenue of approximately $30.5 million. The decrease in fuel surcharge revenue was a direct result of a decrease in average fuel costs and a reduction in fleet miles during the period as further explained below. Fuel surcharge revenue was $40.4 million in the third quarter of 2008. The decrease in line haul revenue was directly attributable to a reduction in fleet miles, $26.3 million, as a direct result of an overall decline in market demand for freight, further reduced by line haul rates and other line haul related revenues, $4.2 million.

Salaries, wages, and benefits decreased $9.7 million (18.9%), to $41.8 million in the third quarter of 2009 from $51.5 million in the third quarter of 2008. The decrease in salaries, wages and benefits was the direct result of decreases of company driver wages of $8.0 million due to a decrease in total fleet miles as a direct result of an overall decline in market demand for freight. Other net compensation decline of $1.7 million was mainly due to lower benefits and related payroll taxes due to lower overall wages as well as a decrease in workers compensation due to a reduction in the number and severity of claims. The mix of the number of employee drivers to independent contractors remained unchanged at a mix of 96% company drivers and 4% independent contractors during the quarters ended September 30, 2009 and 2008.

Rent and purchased transportation decreased $1.9 million (40.4%), to $2.8 million in the third quarter of 2009 from $4.7 million in the third quarter of 2008. Rent and purchased transportation for both periods includes amounts paid to independent contractors under the Company's fuel stability program. The decrease reflects the decrease in miles driven by independent contractors ($0.8 million) and a decrease of amounts paid under the Company's fuel stability program ($1.1 million) due to decreases in fuel prices. Other equipment rental expenses did not change significantly.

Fuel decreased $31.9 million (54.6%), to $26.5 million for the three months ended September 30, 2009 from $58.4 million for the same period of 2008. The decrease is the result of decreased fuel prices, decreased miles driven, and an increase in fuel economy as result of newer tractor fleet as well as the Company's idle time reduction initiatives. The Company's fuel cost per mile per company-owned tractor mile decreased 42.7% in the third quarter of 2009 compared to 2008. Fuel cost per mile, net of fuel surcharge, decreased 35.6% in the third quarter of 2009 compared to 2008. Lower fuel volumes driven by less miles and idle time reduction initiatives lowered the fuel expense by $12.2 million in the quarter. The Company's third quarter fuel cost per gallon, $2.37 per gallon, decreased by 41.1% in 2009 compared to the same period of 2008, $4.03 per gallon.

Insurance and claims decreased $2.7 million (42.2%), to $3.7 million in the third quarter of 2009 from $6.4 million in the third quarter of 2008 due directly to a decrease in the number of occurrences and severity of larger claims.

Depreciation increased $4.0 million (34.8%), to $15.5 million during the third quarter of 2009 from $11.5 million in the third quarter of 2008. The increase is mainly attributable to an increase in tractor purchases during the third and fourth quarters of 2008 and the nine months ended September 30, 2009 as part of the Company's current fleet upgrade program. As tractors are depreciated using the declining balance method, depreciation expense declines in years subsequent to the first year after initial purchase. Tractors purchased prior to January 1, 2009 are depreciated using the 125% declining balance method. Tractors purchased subsequent to January 1, 2009 are being depreciated using the 150% declining balance method, which increased tractor depreciation $1.0 million during the quarter ended September 30, 2009 compared to the same period of 2008. During the second half of 2008 and the first nine months of 2009 the Company has placed in service 1,626 new tractors which have a higher base cost than previous tractors purchased and are in the first year of depreciation. The fleet upgrade program is expected to be completed in the fourth quarter with an additional 449 tractors. Tractor depreciation increased $4.1 million to $12.3 million in the quarter ended September 30, 2009 from $8.2 million in the quarter ended September 30, 2008. The increase in

tractor depreciation was offset by a decrease of $0.3 million in trailer depreciation for the three months ended September 30, 2009 compared to the same period of 2008. The decrease in trailer depreciation was the direct result of a portion of our trailer fleet being depreciated to the estimated salvage value of the respective trailers. There were not any significant changes in other depreciation.

Other operating expenses decreased $1.8 million (40.0%), to $2.7 million in the third quarter of 2009 from $4.5 million in the third quarter of 2008. Other operating expenses consists of costs incurred for advertising expense, freight handling, highway tolls, driver recruiting expenses, and administrative costs which have decreased mainly due to lower load counts, driver miles and less driver recruiting.

The Company recorded a gain on the disposal of property and equipment of $8.3 million during the third quarter of 2009 as compared to $2.9 million in the third quarter of 2008. Gains in both periods were directly attributable to tractors being traded as part of the Company's current fleet upgrade program.

Interest income decreased $1.4 million (73.7%) in the third quarter of 2009 compared to the 2008 period. The decrease is mainly the result of lower average returns due to the decline in interest rates applicable to short and long-term investments which the Company saw throughout 2008 and continued into 2009 as well as lower average balances of cash and investments due to uses of cash for investing and finance purposes.

The Company's effective tax rate was 36.6% and 38.7%, respectively, in the three months ended September 30, 2009 and 2008. The decrease in the effective tax rate for the three month period ending September 30, 2009 is primarily attributable to lower amounts of interest related to tax contingencies reserves on less taxable income during the current year compared to the same period of 2008.

As a result of the foregoing, the Company's operating ratio (operating expenses as a percentage of operating revenue) was 80.2% during the third quarter of 2009 compared with 83.2% during the third quarter of 2008. Net income decreased $4.2 million (22.5%), to $14.5 million during the third quarter of 2009 from $18.7 million during the third quarter of 2008.

Nine Months Ended September 2009 and 2008

Operating revenue decreased $138.3 million (28.6%), to $345.3 million in the nine months ending September 30, 2009 from $483.6 million in the 2008 period. The decrease in revenue resulted from a decrease in fuel surcharge revenue of $68.8 million to $37.8 million, further reduced by a decrease in line haul revenue of approximately $69.5 million. The decrease in fuel surcharge revenue was a direct result of a decrease in average fuel costs and a reduction in fleet miles during the period as further explained below. Fuel surcharge revenue was $106.6 million for the nine months ended September 30, 2008. The decrease in line haul revenue was directly attributable to a reduction in fleet miles, $62.4 million, as a direct result of an overall decline in market demand for freight, further reduced by line haul rates and other line haul related revenues, $7.1 million.

Salaries, wages, and benefits decreased $19.8 million (13.3%), to $128.8 million in the nine months ended September 30, 2009 from $148.6 million in the 2008 period. The decrease in salaries, wages and benefits was the direct result of decreases of company driver wages, $18.2 million, due to a decrease in total fleet miles as a direct result of an overall decline in market demand for freight. Other net compensation decreased $1.6 million due mainly to reduced payroll taxes and benefits related to lower payroll. The mix of the number of employee drivers to independent contractors remained unchanged at a mix of 96% company drivers and 4% independent contractors during the periods ended September 30, 2009 and 2008.

Rent and purchased transportation decreased $6.5 million (43.3%), to $8.5 million in the first nine months of 2009 from $15.0 million in the compared period of 2008. Rent and purchased transportation for both periods includes amounts paid to independent contractors under the Company's fuel stability program. The decrease reflects the decrease in miles driven by independent contractors ($2.6 million) and a decrease of amounts paid under the Company's fuel stability program ($3.2 million) due to decreases in fuel prices. Other equipment rental expenses decreased $0.7 million.

Fuel decreased $93.3 million (55.1%), to $76.1 million for the nine months ended September 30, 2009 from $169.4 million for the same period of 2008. The decrease is the net result of decreased fuel prices ($65.3 million) and a decrease in miles driven and idle reduction initiatives ($28.0 million). The Company's fuel cost per company-owned tractor mile decreased 46.2% in first nine months of 2009 compared to the same period of 2008. Fuel cost per mile, net of fuel surcharge, decreased 41.2% in the first nine months of 2009 compared to the same period of 2008. The company's fuel cost per gallon for the first nine months of 2009, $2.14 per gallon, decreased by 44.6% in 2009 compared to the same period of 2008, $3.86 per gallon. Fuel expense during the nine months ended September 30, 2009 was net of the benefit of the Company's fuel hedging efforts based on gains of $0.6 million for settlements received on fuel derivative contracts.

Insurance and claims decreased $5.4 million (31.4%), to $11.8 million in the third quarter of 2009 from $17.2 million in the third quarter of 2008 due to a decrease in the number of occurrences and severity of larger claims.

Depreciation increased $7.8 million (23.9%), to $40.4 million during the nine months ended September 30, 2009 from $32.6 million in the nine months ended September 30, 2008. The increase is mainly attributable to an increase in tractor purchases during the third and fourth quarters of 2008 and the nine months ended September 30, 2009 as part of the Company's current fleet upgrade program. As tractors are depreciated using the declining balance method, depreciation expense declines in years subsequent to the first year after initial purchase. Tractors purchased prior to January 1, 2009 are depreciated using the 125% declining balance method. Tractors purchased subsequent to January 1, 2009 are being depreciated using the 150% declining balance method, which increased tractor depreciation $1.3 million during the nine months ended September 30, 2009 compared to the same period of 2008. During the second half of 2008 and the first nine months of 2009 the Company has placed in service 1,626 new tractors which have a higher base cost than previous tractors purchased and are in the first year of depreciation. Tractor depreciation increased $8.2 million to $30.5 million in the nine months ended September 30, 2009 from $22.3 million in the same period of 2008. The increase in tractor depreciation was offset by a decrease of $0.6 million in trailer depreciation for nine months ended September 30, 2009 compared to the same period of 2008. The decrease in trailer depreciation was the direct result of a portion of our trailer fleet being depreciated to the estimated salvage value of the respective trailers. All other depreciation increased $0.2 million.

Other operating expenses decreased $3.6 million (27.9%), to $9.3 million during the nine months ended September 30, 2009 from $12.9 million in the same period of 2008. Other operating expenses consists of costs incurred for advertising expense, freight handling, highway tolls, driver recruiting expenses, and administrative costs which have decreased mainly due to lower load counts, driver miles and less driver recruiting.

Gain on the disposal of property and equipment increased $10.7 million, to $14.2 million during the nine months ended September 30, 2009 from $3.5 million in the same period of 2008. The gain increase is mainly attributable to an increase in the number of tractors traded or sold during the 2009 period compared to the 2008 period.

Interest income decreased $5.1 million (72.9%), to $1.9 million in the nine months ended September 30, 2009 from $7.0 million in the same period of 2008. The decrease is mainly the result of lower average returns due to the decline in interest rates applicable to short and long-term investments which the Company saw throughout 2008, and continued into 2009 as well as lower average balances of cash and investments due to uses of cash for investing and finance purposes.

The Company's effective tax rate was 28.9% and 33.7% for the nine months ended September 30, 2009. The decrease in the effective tax rate for the nine month period ended September 30, 2009 is primarily attributable to an increased favorable income tax expense adjustment during the nine months ended September 30, 2009 compared to the same period of 2008 as a result of the application of the authoritative guidance on income tax contingency reserves, on less taxable income during the current year compared to the same period of 2008.

As a result of the foregoing, the Company's operating ratio (operating expenses as a percentage of operating revenue) was 81.7% during the first nine months of 2009 compared with 85.7% during the first nine months of 2008. Net income decreased $4.3 million to $46.3 million during the first nine months of 2009 from $50.6 million during the compared 2008 period.

Liquidity and Capital Resources

The growth of the Company's business requires significant investments in new revenue equipment. Historically the Company has been debt-free, funding revenue equipment purchases with cash flow provided by operations, which was the case during 2008 and the nine months ended September 30, 2009 with the purchase of 1,626 new tractors and 400 new trailers that were acquired during the third and fourth quarters of 2008 and the first nine months of 2009. The Company expects to purchase more tractors during the fourth quarter of 2009 to complete the current tractor upgrade campaign of 1,600 new tractor deliveries during 2009. As of September 30, 2009 the Company had approximately $30.0 million of this net commitment remaining of which the Company had approximately $6.9 million of equipment purchases recorded in accounts payable and accrued liabilities. Upon the completion of the current fleet upgrade program the average age of the Company's tractor fleet is expected to be less than 1.4 years. The Company also obtains tractor capacity by utilizing independent contractors, who provide a tractor and bear all associated operating and financing expenses. The Company's primary source of liquidity for the nine months ended September 30, 2009, was net cash provided by operating activities of $71.6 million compared to $81.8 million in 2008. This was primarily a result of net income (excluding non-cash depreciation, deferred tax, and gains on disposal of equipment) being approximately $3.9 million higher in 2009 compared to 2008 offset by a decrease in cash flow generated by operating assets and liabilities of approximately $14.2 million. The net decrease in cash provided by operating assets and liabilities for the first nine months of 2009 compared to the same period of 2008 which was mainly attributable to timing of trade accounts payable and accrued expense items (accrued wages and insurance reserves), and income tax accrual reductions. The reductions in accrued income taxes were mainly due to uncertain tax position accrual changes and certain net income taxes paid during the first nine months of 2009. Cash flow from operating activities was 20.7% of operating revenues in 2009 compared with 16.9% in 2008.

Cash flows used for investing purposes increased $32.3 for the nine month period ended September 30, 2009 compared to the same period of 2008. The increase of investing cash outflows was mainly the net result of capital expenditure increases of $46.3 million offset by a change of $16.2 inflows of partial ARS calls. The additional change was related to a decrease in proceeds from sale of equipment and changes in other assets of approximately $2.2 million. Capital expenditures for property and equipment, net of trade-ins, totaled $50.7 million for the nine months ended September 30, 2009 compared to $4.4 million during the same period of 2008 due to the Company's fleet upgrade program that began in the third quarter of 2008 and has continued throughout the nine months ended September 30, 2009. The Company received $13.5 million in cash during the nine month period ended September 30, 2009 related to partial calls of ARS compared to $3.1 million net investment in ARS's during the nine months ended September 30, 2008 primarily due to ARS investments prior to auction failures in February 2008. The Company received an additional $9.0 million from ARS partial calls subsequent to September 30, 2009.

The Company paid $3.6 million in dividends during the first nine months of 2009 compared to cash dividends of $5.8 million paid in nine month period ended September 30, 2008. The dividend declared in the fourth quarter 2008 was paid in the fourth quarter of 2008 where as the dividend declared in the fourth quarter of 2007 was paid in the first quarter of 2008. The Company declared a $1.8 million cash dividend in September 2009, included in accounts payable and accrued liabilities at September 30, 2009, which was paid on October 2, 2009.

In September, 2001, the Board of Directors of the Company authorized a program to repurchase 15.4 million shares, adjusted for stock splits, of the Company's Common Stock in open market or negotiated transactions using available cash and cash equivalents. The authorization to repurchase remains open at September 30, 2009 and has no expiration date. During the nine months ended September 30, 2009, approximately 3.5 million shares of the Company's common stock were repurchased for approximately $45.4 million at approximately $12.81 per share. The repurchased shares were subsequently retired. There were approximately 0.8 . . .