SecProbe.io

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 September 25, 2025

Jamie Pierson
Chief Financial Officer
Forward Air Corp
1915 Snapps Ferry Road
Building N
Greeneville, TN 37745

 Re: Forward Air Corp
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 24, 2025
 File No. 000-22490
Dear Jamie Pierson:

 We have completed our review of your filing. We remind you that the
company and
its management are responsible for the accuracy and adequacy of their
disclosures,
notwithstanding any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of Corporation
Finance
 Office of Energy &
Transportation
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 Document September 12, 2025 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-3561 Attention: Gus Rodriguez Karl Hiller Re: Forward Air Corporation Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 24, 2025, as amended File No. 000-22490 Ladies and Gentlemen: This letter is submitted on behalf of our client, Forward Air Corporation, a Delaware corporation (the “ Company ” or “ Forward ”) in response to the comments from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) relating to the above referenced Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on March 24, 2025 (as amended, the “ Form 10-K ”) and the Company's prior response letter dated July 28, 2025 (the "Response Letter") set forth in a letter to the Company dated August 25, 2025 (the “ Second Comment Letter ”), which comments were discussed with Mr. Gus Rodriguez and Mr. Karl Hiller from the Commission on a call with members of the Company's management and a representative of the Company's independent audit firm held on September 4, 2025. The numbered paragraphs and headings below correspond to those set forth in the Second Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in the Form 10-K. 1 Form 10-K for the Fiscal Year ended December 31, 2024 Financial Statements Note 3 - Acquisitions, page F-22 1. We note that in response to the last point of prior comment four you refer to Schedule II of the response for a description of the interests established as part of the Up-C structure, which includes a representation that each of the Company Series B Preferred Stock/Units and the Company Series C Preferred Stock/Units are equivalent to 1/1000 of a common share. Please reconcile that view with your description of terms, indicating that a single Series B Unit is equivalent to a common share with respect to voting and exchange rights, and that a single Series C Unit is equivalent to a common share with respect to both dividend and conversion rights. Please identify the particular features of the Units that are in fact equal to 1/1000 of a common share, if such features exist, and explain the reasons for this structure considering those features that your disclosures indicate are equivalent. Response : The Company respectfully advises the Staff that the references in Schedule II to one unit of Company Series B Preferred representing 1/1000 of a share and one unit of Company Series C Preferred representing 1/1000 of a share (footnotes 2 and 4) refer to, respectively, one share of Company Series B Preferred Stock and Company Series C Preferred Stock, rather than one common share. Pursuant to articles of amendment to the Company’s restated charter adopted on January 25, 2024, the Company designated classes of Series B Preferred Stock and Series C Preferred Stock, which were issued in the form of units where a single unit represents 1/1000th of one share of Series B Preferred Stock or Series C Preferred Stock. The Company includes in this response a revised Schedule II to clarify the foregoing. In future filings, when referring to one unit of Company Series B Preferred representing 1/1000 of a share and one unit of Company Series C Preferred representing 1/1000 of a share, the Company will clarify that the reference relates, respectively, to a share of Company Series B Preferred Stock and Company Series C Preferred Stock, rather than a common share. 2 2. We note your response to prior comment five indicating that you did not consider the disclosure requirements in FASB ASC 805-20-30-1 and 7 to be applicable, stating that "no noncontrolling interest was present or recognized in the purchase accounting of the Omni Acquisition" and you attribute the noncontrolling interest entirely to the formation of the Up-C structure, as if this were a discrete and unrelated event. However, in the third paragraph of the revisions outlined in Schedule III of your response, and now present in your interim report, you explain that the Up-C structure was established prior to the acquisition and reference the purchase accounting applied when stating "...the noncontrolling interest related to Opco Class B Units and Opco Series C-2 Preferred Units (totaling a 30.5% economic interest in Opco) was measured and recognized based on the fair market value of net assets acquired in the Omni Acquisition and the historical carrying value of the Company’s operating assets so contributed." We also note that you report a $412 million noncontrolling interest arising in connection with the acquisition in your equity statement on page F-8. Given that your new disclosure and earlier reporting in the equity statement are inconsistent with having not identified a noncontrolling interest in your purchase price allocation on page F-24, and considering your statement that "...shareholders of Omni did not retain a direct interest in the Omni business or acquire any direct interest in the legacy Forward business" further revisions to your financial statements and disclosures appear to be necessary to resolve the inconsistent reporting and to clarify whether or not in your view the noncontrolling interest arises in connection with the acquisition, and if not how your transaction structure obviates the need to recognize the noncontrolling interest in your purchase price allocation, notwithstanding the fact that a noncontrolling interest was established concurrently with the acquisition. In either case please modify your presentation in the equity statement and expand your disclosure to separately report the composition of value ascribed to the noncontrolling interest, to include identifying the amount attributable to the acquisition and separately the amount representing dilution to your interest in the legacy Forward Air business, to comply with FASB ASC 810-10-50-1A(c.2 and d). Response : The Company appreciates the Staff’s continued review and detailed observations regarding the Company's prior response to comment five, as set forth in the Response Letter, as well as the Staff's review of the Company's disclosures related to the recognition and measurement of noncontrolling interest in connection with the Omni Acquisition and the formation of the Up-C structure set forth in the Company's Form 10-Q for the quarter ended June 30, 2025 (the " Form 10-Q "). Upon further review, the Company acknowledges that the disclosures in the Company's Form 10-Q may have created ambiguity regarding the timing and attribution of the noncontrolling interest recognized in its financial statements. Specifically, while the Company's Response Letter indicated that no noncontrolling interest was present or recognized in the purchase accounting for the Omni Acquisition, the Company's subsequent disclosures in the Form 10-Q referenced the measurement of noncontrolling interest based on the fair value of net assets acquired and the historical carrying value of contributed operating assets. The Company also recognizes that the presentation in its equity statement on page F-8 of the Company's Form 10-K, which reports a $412 million noncontrolling interest arising in connection with the Omni Acquisition, may be inconsistent with the absence of a noncontrolling interest in the purchase price allocation on page F-24 of the Form 10-K. The ambiguities and inconsistencies may have resulted from the Company's abbreviated disclosures relating to the final determination made upon the application of 3 consolidation accounting, which did not include detailed disclosures relating to the calculations that led to the final determination. To address these inconsistencies and to comply with the disclosure requirements of FASB ASC 805-20-30-1 and 7, as well as ASC 810-10-50-1A(c.2 and d), the Company proposes to add the following footnote to the Equity Consideration amount included in the Company's purchase price allocation table and define the purchase price amounts as "Total purchase price and noncontrolling interest". "1 Includes (i) $84,138 related to the issuance of the 700 common shares and 1.21 shares of Series C Preferred Stock, (ii) $345,003 related to the fair value of the Class B Opco units and (iii) $188,327 related to the fair value of the noncontrolling interest retained by the Omni holders. In consolidation, the Class B Opco units are eliminated and $121,379 is recorded to additional paid-in capital as an equity transaction and $223,284 is recorded to noncontrolling interest representing the Omni holders share of the historical carrying value of the Company’s net operating assets." The Company believes this revision will resolve the inconsistencies identified by the Staff and provide users of its financial statements with a clear and transparent understanding of the recognition, measurement, and composition of the noncontrolling interest in connection with the Omni Acquisition and the Up-C structure.   3. We note your response to prior comment seven explaining that while the $13.3 million liability recognized in connection with your acquisition based on terms of the tax receivable agreement ("TRA") with former shareholders of Omni "...does not take into account any liabilities which may be incurred under the TRA as a result of any [future] exchanges of Opco Class B Units...or any payments that would be required under the early termination provisions of the TRA." However, it appears that you have nevertheless declined to provide an estimate of the reasonably possible range of payments beyond the amounts accrued, and have not provided any incremental disclosures to explain how the amount accrued compares to the payment that would be required under the early termination provisions. We understand from your extensive list of reasons why the estimate has not been disclosed that you would need to base any estimate on assumptions about matters that will not be known until some future date. However, given the general and early termination provisions, we continue to believe that you should provide updated estimates of the amounts payable under the TRA at each balance sheet date, based on the then existing market price of your shares and the assumption that all criteria for payment had been met on the balance sheet date. We reissue prior comment seven. Response : The Company respectfully acknowledges the Staff’s continued request to provide updated estimates of the amounts payable under the TRA at each balance sheet date. While the Company continues to believe that estimating the maximum amount payable under the TRA involves significant uncertainty, the Company acknowledges the Staff’s position and, in future filings, the Company will provide incremental disclosures with respect to a range of the amounts that could potentially be payable under the TRA at each balance sheet date, including an estimate of the maximum amount that could be payable based on the Company’s assumptions which will be included in the enhanced disclosure. The Company appreciates the Staff’s guidance and is committed to ensuring that the Company’s future disclosures address the concerns raised in the Staff’s comment. 4 *       *       * 5 If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact Flora R. Perez, Esq. at (954) 768-8210. Very truly yours, Greenberg Traurig, P.A. By: /s/ Flora R. Perez Flora R. Perez, Esq. cc: Shawn Stewart, Chief Executive Officer Jamie Pierson, Chief Financial Officer Michael Hance, Chief Legal Officer and Secretary 6 Schedule II Type of Equity Consideration Economic Rights Voting Rights Conversion and/or Exchange Rights Amount Issued as Acquisition Consideration at Closing, as Converted and Exchanged to Company Common Stock (in thousands) 1 Amount Outstanding as of 12/31/2024 (in thousands) Company Common Stock Typical common equity rights. Each share entitles holder to one vote on each matter submitted for shareholder vote. Not applicable. 700 shares 29,761 shares Company Series B Preferred Stock/Units 2 No economic rights. One unit has the same voting power as one share of Company Common Stock. May be exchanged, with corresponding number of Clue Opco LLC Class B Units, for equivalent number of shares of Common Stock. 4,435 units 3 10,088 units Company Series C Preferred Stock/Units 4 Cumulative annual dividend which begins to accrue on the first anniversary of closing. Otherwise, one unit participates on same basis as one share of Company Common Stock. None, subject to customary protective provisions for the holders of Company Series C Preferred Units. Automatically converts to Company Common Stock upon shareholder approval. Shareholder approval granted on June 3, 2024. 1,210 units None. Clue Opco LLC Class B Units As a result of the Up-C structure, generally the same as Company Common Stock. None. May be exchanged, with corresponding number of Company Series B Preferred Units, for equivalent number of shares of Common Stock. See footnote 3 hereto. 10,088 units Clue Opco LLC Series C-2 Preferred Units Cumulative annual dividend which begins to accrue on the first anniversary of closing. Otherwise, one unit participates on same basis as one Clue Opco LLC Class B Unit. None. Automatically converts to Clue Opco LLC Class B Units upon shareholder approval. Upon conversion, Company to issue equivalent number of Company Series B Preferred Units. Shareholder approval granted on June 3, 2024. 7,670 units None. 1 Figures are listed in thousands to align with disclosure in the Form 10-K. 2 One unit represents one one-thousandth (1/1000) of a share of Company Series B Preferred Stock . All shares of Company Series B Preferred Stock are issued in units. 3 Because a Company Series B Preferred Unit and a Clue Opco LLC Class B Unit must be exchanged together to receive one share of Company Common Stock, this figure reflects the number of Company Common Shares receivable for all Company Series B Preferred Stock and Clue Opco LLC Class B Units issued and is accordingly listed only once on this table. 4 One unit represents one one-thousandth (1/1000) of a share of Company Series C Preferred Stock . All shares of Company Series C Preferred Stock are issued in units. 7

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 August 25, 2025

Jamie Pierson
Chief Financial Officer
Forward Air Corp
1915 Snapps Ferry Road
Building N
Greeneville, TN 37745

 Re: Forward Air Corp
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 24, 2025
 File No. 000-22490
Dear Jamie Pierson:

 We have reviewed your July 28, 2025 response to our comment letter and
have the
following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.
Unless we note otherwise, any references to prior comments are to comments in
our June 27,
2025 letter.

Form 10-K for the Fiscal Year ended December 31, 2024
Financial Statements
Note 3 - Acquisitions, page F-22

1. We note that in response to the last point of prior comment four you
refer to Schedule
 II of the response for a description of the interests established as
part of the Up-C
 structure, which includes a representation that each of the Company
Series B
 Preferred Stock/Units and the Company Series C Preferred Stock/Units are
equivalent
 to 1/1000 of a common share. Please reconcile that view with your
description of
 terms, indicating that a single Series B Unit is equivalent to a common
share with
 respect to voting and exchange rights, and that a single Series C Unit
is equivalent to a
 common share with respect to both dividend and conversion rights. Please
identify the
 particular features of the Units that are in fact equal to 1/1000 of a
common share, if
 August 25, 2025
Page 2

 such features exist, and explain the reasons for this structure
considering those
 features that your disclosures indicate are equivalent.

2. We note your response to prior comment five indicating that you did not
consider the
 disclosure requirements in FASB ASC 805-20-30-1 and 7 to be applicable,
stating
 that "no noncontrolling interest was present or recognized in the
purchase accounting
 of the Omni Acquisition" and you attribute the noncontrolling interest
entirely to the
 formation of the Up-C structure, as if this were a discrete and unrelated
event.

 However, in the third paragraph of the revisions outlined in Schedule III
of your
 response, and now present in your interim report, you explain that the
Up-C structure
 was established prior to the acquisition and reference the purchase
accounting applied
 when stating "...the noncontrolling interest related to Opco Class B
Units and Opco
 Series C-2 Preferred Units (totaling a 30.5% economic interest in Opco)
was
 measured and recognized based on the fair market value of net assets
acquired in the
 Omni Acquisition and the historical carrying value of the Company s
operating assets
 so contributed." We also note that you report a $412 million
noncontrolling interest
 arising in connection with the acquisition in your equity statement on
page F-8.

 Given that your new disclosure and earlier reporting in the equity
statement are
 inconsistent with having not identified a noncontrolling interest in your
purchase price
 allocation on page F-24, and considering your statement that
"...shareholders of Omni
 did not retain a direct interest in the Omni business or acquire any
direct interest in the
 legacy Forward business" further revisions to your financial statements
and
 disclosures appear to be necessary to resolve the inconsistent reporting
and to clarify
 whether or not in your view the noncontrolling interest arises in
connection with the
 acquisition, and if not how your transaction structure obviates the need
to recognize
 the noncontrolling interest in your purchase price allocation,
notwithstanding the fact
 that a noncontrolling interest was established concurrently with the
acquisition.

 In either case please modify your presentation in the equity statement
and expand
 your disclosure to separately report the composition of value ascribed to
the
 noncontrolling interest, to include identifying the amount attributable
to the
 acquisition and separately the amount representing dilution to your
interest in the
 legacy Forward Air business, to comply with FASB ASC 810-10-50-1A(c.2 and
d).

3. We note your response to prior comment seven explaining that while the
$13.3
 million liability recognized in connection with your acquisition based on
terms of
 the tax receivable agreement ("TRA") with former shareholders of Omni
"...does not
 take into account any liabilities which may be incurred under the TRA as
a result of
 any [future] exchanges of Opco Class B Units...or any payments that would
be
 required under the early termination provisions of the TRA."

 However, it appears that you have nevertheless declined to provide an
estimate of the
 reasonably possible range of payments beyond the amounts accrued, and
have not
 provided any incremental disclosures to explain how the amount accrued
compares to
 August 25, 2025
Page 3

 the payment that would be required under the early termination
provisions.

 We understand from your extensive list of reasons why the estimate has
not been
 disclosed that you would need to base any estimate on assumptions about
matters that
 will not be known until some future date. However, given the general and
early
 termination provisions, we continue to believe that you should provide
updated
 estimates of the amounts payable under the TRA at each balance sheet
date, based on
 the then existing market price of your shares and the assumption that
all criteria for
 payment had been met on the balance sheet date. We reissue prior comment
seven.

 Please contact Gus Rodriguez at 202-551-3752 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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 Document July 28, 2025 VIA EDGAR Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-3561 Attention: Gus Rodriguez Karl Hiller Re: Forward Air Corporation Form 10-K for the Fiscal Year ended December 31, 2024 Filed March 24, 2025, as amended File No. 000-22490 Ladies and Gentlemen: This letter is submitted on behalf of our client, Forward Air Corporation, a Delaware corporation (the “ Company ” or “ Forward ”) in response to the comments from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) with respect to the above referenced Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on March 24, 2025 (as amended, the “ Form 10-K ”) set forth in a letter to the Company dated June 27, 2025 (the “ Comment Letter ”). The numbered paragraphs and headings below correspond to those set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in the Form 10-K. Form 10-K for the Fiscal Year ended December 31, 2024 Management’s Discussion and Analysis Overview, page 46 1. We note that you list various key operating statistics that are necessary to understand the operating results of Expedited Fright reportable segment on page 47, and provide some quantification of those statistics on page 53. We see that you also include operating statistics for the Intermodal reportable segment on page 56. However, you do not appear to report any similar metrics for the Omni reportable segment, as would ordinarily be required to comply with Item 303(a) and (b) of Regulation S-K. Please submit the revisions that you propose to include the relevant operating statistics underlying the activity of this segment for 2024 and the subsequent interim period.  As part of your response, provide us with a comprehensive description of the key deliverables and performance obligations of the segment, tell how these are measured and utilized in managing the business, and explain how each of these were assessed for utility in determining the measures that you propose to include. Response : The Company respectfully acknowledges the Staff’s comment relating to the disclosure of operating statistics for the Company’s Omni Logistics reportable segment. Prior to the Omni Acquisition on January 25, 2024, the Company reported in two segments, Expedited Freight and Intermodal. Given that the Company has operated the businesses that comprise these segments for many years, the Company has developed key operating statistics for each of these segments, which were consistently reported and discussed in the Company’s MD&A disclosure pursuant to Item 303(a) and (b) of Regulation S-K. As previously disclosed, since the closing of the Omni Acquisition, the Company has been focused on integrating the Omni business as part of a broader transformation strategy to create an integrated provider. Consistent with that strategy, the Company has publicly stated that it is evaluating its framework for segment reporting of financial results and that it has initiated a comprehensive review of strategic alternatives to maximize stockholder value. During this period of continued integration, transformation and strategic review, the Company has measured and managed the performance of the Omni Logistics segment based on its revenues and income and has not identified, utilized or disclosed any additional metrics to evaluate, manage, or predict the future performance of the Omni Logistics segment. As such, for fiscal year 2024, the Company’s discussion regarding the Omni Logistics segment included in its Annual Report on Form 10-K was limited to the segment’s revenues and income. Once the Company completes its previously disclosed strategic review and implements any related or independent changes to its segment reporting structure, in its MD&A disclosure, the Company will, for each reportable segment, disclose the operating statistics that it has determined are key indicators of the particular segment’s operating performance from quarter to quarter as required by Item 303(a) and (b) of Regulation S-K. 2. We note that on pages 20 and 21 you provide a list of issues that you state must be addressed, as you continue to execute on the Omni integration, in order to realize the anticipated benefits of the acquisition, including the anticipated cost and revenue synergy opportunities.  Please expand your disclosure in MD&A as necessary to address these issues including any related uncertainties and to provide insight on any progress and ongoing concerns that are reasonably likely to have material effects. Please describe any changes in circumstances that have occurred since your initial disclosures regarding the anticipated benefits of the merger that you believe are reasonably likely to cause a material adverse change in the expectations that were conveyed, along with the reasons for your assessments in this regard. Response : The Company respectfully advises the Staff that in future filings, until such time as the Company has fully integrated the Omni Acquisition, the Company will include the following in its MD&A disclosures (i) any ongoing issues related to the Omni integration including related uncertainties and concerns that are reasonably likely to have a material effect on the integration of the Omni business and (ii) any changes in circumstance that have occurred since the Company’s initial expectations regarding the anticipated benefit of the Omni Acquisition that the Company believes are reasonably likely to cause a material adverse change in the expectations that were conveyed and the reason for the Company’s assessment. By way of example, with respect to the quarter ended June 30, 2025, the Company plans to include the following disclosure in the MD&A section of its Quarterly Report on Form 10-Q for such period (the “Second Quarter 2025 10-Q”): “At the time of the Omni Acquisition, we disclosed certain expectations regarding potential synergies from the acquisition and highlighted issues that would have to be addressed as we execute on the Omni integration, which issues are described in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2024, “Risk Factors” - under the title “ The Omni Acquisition may not achieve its intended benefits, and certain difficulties, costs or expenses may outweigh such intended benefits. ” Since that time, we have made significant progress on our integration plans and exceeded our initial expectations regarding cost synergies. However, there are continued uncertainties that may affect our ability to successfully complete the full integration of the Omni business or realize its anticipated long-term benefits including revenue synergies. Specifically, we are continuing to integrate operational and administrative technology platforms and systems which are critical to our operational processes and administrative functions, as well as customer service and experience. In addition, as previously disclosed, we are implementing a strategic review of the combined business which includes evaluating and integrating the solutions and service offerings available to our customers in order to maximize revenues and efficiencies. Finally, we continue to execute on strategies to retain existing customers and vendors as we finalize our strategic review and implement any resulting changes to our business and operations.”   Quantitative and Qualitative Disclosures About Market Risk, page 64 3. Please revise your market risk disclosure as necessary to clarify how your valuation of the outstanding balance under your Revolving Credit Facility was based on or correlated with the estimated useful lives of buildings and improvements, equipment, terms for leasehold improvements, and computer software, as you currently report. Also reconcile the outstanding balance indicated with your disclosure in the last sentence on page F-27, stating that you had no outstanding borrowings under the Facility as of December 31, 2024, and related details on page 62. With regard to your disclosure concerning exposure to the effects of changes in the price and availability of fuel, and your reference to the risk factor disclosures on page 20, explain to us how you have applied the guidance in Item 305 of Regulation S-K, in selecting a disclosure format and in formulating the content of these disclosures. Please submit the revisions that you propose to address these requirements and to meaningfully convey your exposure to each area of risk. Response : The Company respectfully advises the Staff that, upon review, the Company determined that (i) all references to any correlation between its Revolving Credit Facility and the estimated useful lives of buildings and improvements, equipment, terms for leasehold improvements, and computer software and (ii) the inconsistency on pages 62, 64 and F-27 regarding an outstanding balance under its Revolving Credit Facility were both due to inadvertent typographical errors, which will be corrected in future filings, beginning with the Second Quarter 2025 10-Q. As of December 31, 2024, no borrowings were outstanding under its Revolving Credit Facility. With regard to the Company’s disclosure concerning exposure to the effects of changes in the price and availability of fuel, upon further review, the Company has determined that its exposure to fuel price and availability fluctuations does not materially impact its results of operations, cash flows or financial position. The Company does not enter into transactions or hold market risk sensitive instruments to hedge fuel price volatility. Changes in the price of fuel are generally passed on to the Company’s customers through a fuel surcharge program, with surcharge rates set on a weekly basis. The Company plans to remove this disclosure and revise the related risk factor disclosure accordingly. The Company will continue to monitor the potential impact of fuel price and availability and, to the extent material, will, in future filings, include the required disclosure after considering the guidance in Item 305 of Regulation S-K regarding the appropriate disclosure format to utilize in disclosing any fuel risk. Financial Statements Note 3 – Acquisitions, page F-22 4. Please revise your accounting and disclosures as necessary to address the following concerns regarding your description of the Omni acquisition, including details of the purchase consideration, the legal structure and related effects. • Given that you have identified as a component of “Consideration Transferred” in your tabulation on page F-24, the extinguishment of Omni debt amounting to $1,543,003,000, which appears to be reflected in the investing cash outflow for the purchase of businesses of $1,576,219,000 on page F-9, it appears that your descriptions of the purchase consideration on pages 48, 49 and F-22, identifying only a $100.5 million cash component, should be revised to also address this component, including the terms under which financing had been secured. • Given that you issued Series B and Series C preferred shares, in addition to common shares, in completing the transaction, your disclosures expressing the consideration in terms of the number of common shares “on an as-converted and as-exchanged basis” should be revised to specify the particular numbers of each class of securities that were issued, and considering your disclosures on pages F-23, indicating the preferred instruments were subdivided into units, also specify the number of units and explain your rationale for this approach. Response : The Company respectfully acknowledges the Staff’s comments with respect to disclosure regarding the extinguishment of Omni debt at the closing of the Omni Acquisition and additional details regarding the equity consideration paid in connection with the Omni Acquisition. In future filings, beginning with the Second Quarter 2025 10-Q, the Company will revise its disclosure relating to the consideration paid in the Omni Acquisition, including in the notes to its financial statements, to (i) include, as a component of the consideration paid, the specific amount of Omni debt that was repaid at the closing of the transaction and (ii) specify the particular numbers of each class of securities that were issued as consideration in the Omni Acquisition, which disclosure will (1) indicate that the preferred instruments were subdivided into units, (2) specify the number of units and (3) explain the Company’s rationale for this approach. The Company respectfully refers the Staff to its proposed revised disclosure as set forth in Schedule III attached hereto. • Disclose the basis that was utilized in determining the form of consideration that would be offered and issued to the various participants. Response : The Company respectfully advises the Staff that the Company chose to issue a combination of cash and equity consideration because the combined consideration achieved the Company’s desired post-closing capital structure as well as allowed former shareholders of Omni to participate in the post-acquisition combined entity. The issuance to each former Omni shareholder of a combination of common equity and non-voting preferred equity was consistent with Nasdaq listing rules regarding the issuance of voting equity. An Up-C structure was utilized, among other reasons, to defer gain recognition for certain of the former Omni shareholders. As described in more detail in the response to Comment 5 below, this structure allowed for the issuance as acquisition consideration either equity consideration directly in the Company or economically equivalent equity consideration in Clue Opco, LLC (“Opco”), which deferred gain recognition. • With regard to any conversions of the preferred shares subsequent to issuance, specify the dates and the number of shares and corresponding units that were received and the number of common shares that were issued in exchange. Response : The Company respectfully advises the Staff that, with respect to conversions of preferred equity issued in connection with the Omni Acquisition, in future filings, beginning with its Second Quarter 2025 10-Q, the Company will update its disclosure in the Noncontrolling Interest footnote to the Company’s consolidated financial statements to provide the dates, the number of shares and corresponding units received, and the number of shares of Common Stock issued in the exchange. The Company respectfully refers the Staff to its proposed revised disclosure as set forth in Schedule I attached hereto. • Modify the disclosure indicating the equity consideration represented 34% of the outstanding common stock “on a fully-diluted and as-exchanged basis” to specify the interest based on actual issuances and conversions during the period. Response : The Company respectfully advises the Staff that in future filings, beginning with its Second Quarter 2025 10-Q, the Company will include, in the Noncontrolling Interest footnote to the Company’s consolidated financial statements, the percentage of outstanding shares of Common Stock that were issued in connection with actual exchanges made during the relevant reporting period. The Company respectfully refers the Staff to its proposed revised disclosure as set forth in Schedule I attached hereto. • Revise the equity statement on page F-8 to include the actual number of shares of each class of securities that were issued or exchanged in this transaction, to include the number of shares associated with the activity and balances covering all of the periods to comply with FASB ASC 505-10-50-2. Response : The Company respectfully advises the Staff that the Company’s equity s

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 Document     June 30, 2025   VIA EDGAR   Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-3561   Attention: Gus Rodriguez   Karl Hiller Michael Purcell Daniel Morris     Re: Forward Air Corporation     Post-Effective Amendment No. 3 to Form S-1 on Form S-3, Filed June 16, 2025 (File No. 333-280102)     Form 10-K for the Fiscal Year ended December 31, 2024, Filed March 24, 2025 (File No. 000-22490)   Ladies and Gentlemen:   This letter is submitted on behalf of our client, Forward Air Corporation, a Delaware corporation (the “ Company ”) in response to the comments from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) in letters to the Company, both dated June 27, 2025 with respect to the above referenced (i) Post-Effective Amendment No. 3 to the registration statement on Form S-1 on Form S-3 filed with the Commission on June 16, 2025 (the “ Registration Statement ” and the comment letter relating thereto, the “ Registration Statement Letter ”) and (ii) Form 10-K for the fiscal year ended December 31, 2024 filed with the Commission on March 24, 2025 (as amended, the “ Form 10-K ” and the comment letter relating thereto, the “ Form 10-K Letter ”). With respect to the Registration Statement Letter, the Company confirms its understanding that the Staff will not be in a position to declare the Registration Statement effective until all outstanding comments set forth in the Form 10-K Letter are resolved. To the extent that any comments set forth in the Form 10-K Letter also apply to disclosure in the Registration Statement, the Company will make corresponding revisions to all affected disclosure in the Registration Statement. As verbally communicated to the Staff, the Company respectfully requests an extension to the deadline for responding to the Form 10-K Letter to allow the Company sufficient time to review the comments with its advisors and independent auditors and prepare a response. The Company expects to provide its response to the Form 10-K Letter on or before July 28, 2025. *       *       * If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact Flora R. Perez, Esq. at (954) 768-8210.     Very truly yours,       Greenberg Traurig, P.A.       By: /s/ Flora R. Perez     Flora R. Perez, Esq.   cc: Shawn Stewart, Chief Executive Officer Jamie Pierson, Chief Financial Officer Michael Hance, Chief Legal Officer and Secretary

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 June 27, 2025

Jamie Pierson
Chief Financial Officer
Forward Air Corp
1915 Snapps Ferry Road
Building N
Greeneville, TN 37745

 Re: Forward Air Corp
 Form 10-K for the Fiscal Year ended December 31, 2024
 Filed March 24, 2025
 File No. 000-22490
Dear Jamie Pierson:

 We have reviewed your filing and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the Fiscal Year ended December 31, 2024
Management's Discussion and Analysis
Overview, page 46

1. We note that you list various key operating statistics that are
necessary to understand
 the operating results of Expedited Fright reportable segment on page 47,
and provide
 some quantification of those statistics on page 53. We see that you also
include
 operating statistics for the Intermodal reportable segment on page 56.
However, you
 do not appear to report any similar metrics for the Omni reportable
segment, as would
 ordinarily be required to comply with Item 303(a) and (b) of Regulation
S-K.

 Please submit the revisions that you propose to include the relevant
operating statistics
 underling the activity of this segment for 2024 and the subsequent
interim period. As
 part of your response, provide us with a comprehensive description of
the key
 deliverables and performance obligations of the segment, tell how these
are measured
 June 27, 2025
Page 2

 and utilized in managing the business, and explain how each of these
were assessed
 for utility in determining the measures that you propose to include.

2. We note that on pages 20 and 21 you provide a list of issues that you
state must be
 addressed, as you continue to execute on the Omni integration, in order
to realize the
 anticipated benefits of the acquisition, including the anticipated cost
and revenue
 synergy opportunities. Please expand your disclosure in MD&A as
necessary to
 address these issues including any related uncertainties and to provide
insight on any
 progress and ongoing concerns that are reasonably likely to have
material effects.

 Please describe any changes in circumstances that have occurred since
your initial
 disclosures regarding the anticipated benefits of the merger that you
believe are
 reasonably likely to cause a material adverse change in the expectations
that were
 conveyed, along with the reasons for your assessments in this regard.

Quantitative and Qualitative Disclosures About Market Risk , page 64

3. Please revise your market risk disclosure as necessary to clarify how
your valuation of
 the outstanding balance under your Revolving Credit Facility was based
on or
 correlated with the estimated useful lives of buildings and
improvements, equipment,
 terms for leasehold improvements, and computer software, as you
currently
 report. Also reconcile the outstanding balance indicated with your
disclosure in the
 last sentence on page F-27, stating that you had no outstanding
borrowings under the
 Facility as of December 31, 2024, and related details on page 62.

 With regard to your disclosure concerning exposure to the effects of
changes in the
 price and availability of fuel, and your reference to the risk factor
disclosures on page
 20, explain to us how you have applied the guidance in Item 305 of
Regulation S-K,
 in selecting a disclosure format and in formulating the content of these
disclosures.
 Please submit the revisions that you propose to address these
requirements and to
 meaningfully convey your exposure to each area of risk.

Financial Statements
Note 3 - Acquisitions, page F-22

4. Please revise your accounting and disclosures as necessary to address
the following
 concerns regarding your description of the Omni acquisition, including
details of the
 purchase consideration, the legal structure and related effects.

 Given that you have identified as a component of "Consideration
Transferred" in
 your tabulation on page F-24, the extinguishment of Omni debt
amounting to
 $1,543,003,000, which appears to be reflected in the investing cash
outflow for
 the purchase of businesses of $1,576,219,000 on page F-9, it appears
that your
 descriptions of the purchase consideration on pages 48, 49 and F-22,
identifying
 only a $100.5 million cash component, should be revised to also
address this
 component, including the terms under which financing had been
secured.
 June 27, 2025
Page 3

 Given that you issued Series B and Series C preferred shares, in
addition to
 common shares, in completing the transaction, your disclosures
expressing the
 consideration in terms of the number of common shares "on an
as-converted and
 as-exchanged basis" should be revised to specify the particular
numbers of each
 class of securities that were issued, and considering your
disclosures on pages F-
 23, indicating the preferred instruments were subdivided into units,
also specify
 the number of units and explain your rationale for this approach.

 Disclose the basis that was utilized in determining the form of
consideration that
 would be offered and issued to the various participants.

 With regard to any conversions of the preferred shares subsequent
to issuance,
 specify the dates and the number of shares and corresponding units
that were
 received and the number of common shares that were issued in
exchange.

 Modify the disclosure indicating the equity consideration
represented 34% of the
 outstanding common stock "on a fully-diluted and as-exchanged basis"
to specify
 the interest based on actual issuances and conversions during the
period.

 Revise the equity statement on page F-8 to include the actual
number of shares of
 each class of securities that were issued or exchanged in this
transaction, to
 include the number of shares associated with the activity and
balances covering
 all of the periods to comply with FASB ASC 505-10-50-2.

 Given that some of the former shareholders of Omni appear to have
retained some
 direct interests in the business (in addition to acquiring direct
interests in your
 legacy business) through the Clue Opco LLC subsidiary, expand your
disclosure
 to clarify that you did not acquire all of the economic interests in
the business of
 Omni, and to specify the level of the minority interest therein
created.

 Revise your disclosures as necessary to distinguish between the
voting and
 economic interests established as part of your Up-C structure.

5. Given your disclosure indicating that you transferred the legacy
business into the Clue
 Opco LLC subsidiary, and then issued units representing a direct
interest in this entity
 to the former shareholders of Omni, it appears that you effectively
relinquished a
 portion of the economic interests in the legacy business as part of the
transaction. Tell
 us how you considered this component in determining the purchase
consideration and
 why this is not readily apparent in the tabulation on page F-24.

 Also explain to us your approach in valuing the Series B preferred
shares, and how the
 result correlates with the typical Up-C structure of pairing voting
rights in the parent
 with direct economic interests in the business retained (by former
shareholders via the
 June 27, 2025
Page 4

 subsidiary), and clarify why you have the Opco Series C-2 preferred
units also listed
 as consideration, or clarify if these do not also represent a retained
interest, and
 explain how these and the parent Series C preferred shares were valued.

 We expect that revisions will be necessary to clarify how you have
appropriately
 considered and applied the guidance in FASB ASC 805-20-30-1 and 7.

6. Please expand your disclosures regarding the Series B and C preferred
shares on page
 F-23, and within your discussion of the acquisition, to address both
economic and
 voting interests of these instruments to comply with FASB ASC
505-10-50-3. Please
 also summarize each class of securities/units issued by Clue Opco LLC,
with details
 sufficient to understand their utility in completing the transaction,
and relative
 significance from an economic and voting standpoint.

7. We see that you have disclosure on page 31 explaining that payments
required under
 the tax receivable agreement with former shareholders of Omni may be
substantial
 and understand that in the event of early termination, you would be
required to make a
 payment equal to the present value of anticipated future payments.

 You indicate payments will generally equate to 83.5% of tax benefits
realized as a
 result of (i) increases in the tax basis of the acquired assets
resulting from certain
 actual or deemed distributions and the future exchange of units, (ii)
certain pre-
 existing tax attributes, (iii) tax benefits realized from certain tax
allocations, and (iv)
 other tax benefits attributable to payments made under the tax
receivable agreement.

 Please expand your disclosure on page F-24 to clarify whether the
$13,270,000 that
 you have quantified for the associated liability in your purchase price
tabulation
 represents your estimate of the fair value of all payments that will be
required to fulfill
 your obligations under the tax receivable agreement, considering each of
the
 categories of circumstances that you have indicated will require such
payments.

 If this is not the case then also clearly describe any limitations with
your measurement
 approach, include an estimate of the reasonably possible range of
payments beyond
 the amount accrued, and explain how the amount compares to the payment
that would
 be required under the early termination provisions.

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.
 June 27, 2025
Page 5

 Please contact Gus Rodriguez at 202-551-3752 or Karl Hiller at
202-551-3686 if you
have questions regarding comments on the financial statements and related
matters.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
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 Document   Forward Air Corporation 1915 Snapps Ferry Road, Building N Greeneville, Tennessee 37745   May 14, 2025   VIA EDGAR   Office of Energy & Transportation Division of Corporation Finance United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3561   Attention: Anuja Majmudar Daniel Morris   Re: Forward Air Corporation   Post Effective Amendment No. 2 to Form S-1   Filed May 8, 2025   File No. 333-280102   Dear Ms. Majmudar:   Forward Air Corporation (the “ Company ”) hereby requests acceleration of the effective date of the above-referenced registration statement so that it may become effective at 4:30 p.m., Eastern Time, on May 16, 2025, or as soon as practicable thereafter.   Should you have any questions or comments regarding this matter, please contact the Company’s legal counsel, Flora R. Perez, Esq., at (954) 765-0500.   [ Signature page follows ]             Very truly yours,         Forward Air Corporation         By: /s/ Michael L. Hance   Name: Michael L. Hance   Title: Chief Legal Officer and Secretary   cc: Flora R. Perez, Esq.   Greenberg Traurig, P.A.

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 Document     May 8, 2025   VIA EDGAR   Office of Energy & Transportation Division of Corporation Finance Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-3561   Attention: Anuja Majmudar   Daniel Morris     Re: Forward Air Corporation     Post Effective Amendment No. 1 to Form S-1     Filed March 31, 2025     File No. 333-280102   Ladies and Gentlemen:   This letter is submitted on behalf of our client, Forward Air Corporation, a Tennessee corporation (the “ Company ”) in response to the comments from the staff of the Division of Corporation Finance (the “ Staff ”) of the Securities and Exchange Commission (the “ Commission ”) in a letter to the Company dated April 14, 2025 (the “ Comment Letter ”) with respect to the above referenced Post Effective Amendment No. 1 to the registration statement on Form S-1 filed with the Commission on March 31, 2025 (the “ Registration Statement ”). In connection with this letter responding to the Staff’s comments, the Company is filing Post Effective Amendment No. 2 to the registration statement on Form S-1 (“ Amendment No. 2 ”), which will include changes in response to the Staff’s comments.   The numbered paragraphs and headings below correspond to those set forth in the Comment Letter. Each of the Staff’s comments is set forth in bold, followed by the Company’s response to each comment. Capitalized terms used in this letter but not defined herein have the meaning given to such terms in Amendment No. 2.   Post Effective Amendment No. 1 to Form S-1 filed March 31, 2025   Selling Shareholders, page 20   1. We note the changes in the selling shareholder table, in particular newly named selling shareholders. Please tell us whether you are seeking to register additional shares sold to selling shareholders. Explain in appropriate detail.   Response : We acknowledge the Staff’s comment and respectfully inform the Staff that the Company is not seeking to register additional shares. We refer the Staff to pages 19-20 of the Registration Statement where the Company discloses the following: “When we refer to the ‘selling shareholders’ in this prospectus, we mean the persons listed in the table below, and the pledgees, donees, transferees, assignees, successors, designees and others who later come to hold any of the selling shareholders’ interest in the common stock other than through a public sale.” We advise the Staff that the newly named selling shareholders are pledgees, donees, transferees, assignees, successors or designees of the previously disclosed selling shareholders’ interest in the common stock that was previously registered on the Registration Statement, and such interest was not acquired through a public sale.   2. Please revise your footnotes to clarify, if true, that the issuance of common stock offered underlies certain units. For example, we note that certain footnotes refer to common stock "consisting of [ ] Opco Class B Units and [ ] corresponding Company Series B Preferred Units."   Response : We respectfully acknowledge the Staff’s comment and have revised the footnotes on pages 22 through 26 of Amendment No. 2, where applicable, to clarify that the Opco Class B Units and the corresponding Company Series B Preferred Units together are exchangeable for shares of common stock.   *       *       * If you have any questions or comments concerning this submission or require any additional information, please do not hesitate to contact Flora R. Perez, Esq. at (954) 765-0500.     Very truly yours,       Greenberg Traurig, P.A.       By: /s/ Flora R. Perez     Flora R. Perez, Esq.   cc: Shawn Stewart, Chief Executive Officer

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 April 14, 2025

Shawn Stewart
Chief Executive Officer
Forward Air Corporation
1915 Snapps Ferry Road, Building N
Greeneville, TN 37745

 Re: Forward Air Corporation
 Post Effective Amendment No. 1 to Form S-1
 Filed March 31, 2025
 File No. 333-280102
Dear Shawn Stewart:

 We have reviewed your post-effective amendment and have the following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments.

Post Effective Amendment No. 1 to Form S-1 filed March 31, 2025
Selling Shareholders, page 20

1. We note the changes in the selling shareholder table, in particular
newly named
 selling shareholders. Please tell us whether you are seeking to register
additional
 shares sold to selling shareholders. Explain in appropriate detail.
2. Please revise your footnotes to clarify, if true, that the issuance of
common stock
 offered underlies certain units. For example, we note that certain
footnotes refer to
 common stock "consisting of [ ] Opco Class B Units and [ ] corresponding
Company
 Series B Preferred Units."
 April 14, 2025
Page 2

 We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence
of action by the staff.

 Please contact Anuja Majmudar at 202-551-3844 or Daniel Morris at
202-551-3314
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Energy &
Transportation
cc: Flora R. Perez
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Document

Forward Air Corporation

1915 Snapps Ferry Road, Building N

Greeneville, Tennessee 33745

July 17, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3561

Attention: Claudia Rios

  Re: Forward Air Corporations

    Amendment No. 1 to the Registration Statement on Form S-1

    Filed July 9, 2024

    File No. 333-280102

Dear Ms. Rios:

    Forward Air Corporation (the “Company”) hereby requests acceleration of the effective date of the above-referenced registration statement so that it may become effective at 4:30 p.m., Eastern Time, on July 19, 2024, or as soon as practicable thereafter.

Should you have any questions or comments regarding this matter, please contact the Company’s legal counsel, Flora Perez, at (954) 768-8210.

[Signature page follows]

Very truly yours,

Forward Air Corporation

By:

   /s/ Michael L. Hance

Name:

   Michael L. Hance

Title:

   Chief Legal Officer and Secretary

cc:    Flora Perez, Esq.

    Greenberg Traurig, P.A.

United States securities and exchange commission logo
June 18, 2024
Shawn Stewart
Chief Executive Officer
Forward Air Corporation
1915 Snapps Ferry Road, Building N
Greeneville, Tennessee 37745
Re:Forward Air Corporation
Registration Statement on Form S-1
Filed June 10, 2024
File No. 333-280102
Dear Shawn Stewart:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Claudia Rios at 202-551-8770 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Flora R. Perez, Esq.

United States securities and exchange commission logo
May 16, 2024
Michael L. Hance
Interim Chief Executive Officer
Forward Air Corporation
1915 Snapps Ferry Road, Building N
Greeneville, TN 37745
Re:Forward Air Corporation
Preliminary Proxy Statement on Schedule 14A
Filed April 12, 2024
File No. 000-22490
Dear Michael L. Hance:
            We have completed our review of your filing. We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Flora Perez

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May 3, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

Officer of Energy & Transportation

100 F Street, N.E.

Washington, D.C. 20549

Attention:    Michael Purcell

    Irene Barberena-Meissner

Re:    Forward Air Corporation

Preliminary Proxy Statement on Schedule 14A

Filed April 12, 2024

File No. 000-22490

Dear Mr. Purcell and Ms. Barberena-Meissner:

On behalf of Forward Air Corporation (the “Company”), reference is made to the letter dated April 26, 2024 (the “Comment Letter”) from the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”) regarding the above-referenced Preliminary Proxy Statement on Schedule 14A, as filed with the Commission on April 12, 2024 (the “Proxy Statement”). Where indicated, revised disclosure will be included in the definitive proxy statement on Schedule 14A to be filed by the Company (the “Definitive Proxy Statement”).

For the Staff’s convenience, we have set forth below the Staff’s comments as set forth in the Comment Letter, followed by the Company’s responses thereto. Terms used but not otherwise defined herein have the meanings ascribed to such terms in the Proxy Statement. The Company has reviewed this letter and authorized us to make the representations to you on its behalf.

Preliminary Proxy Statement on Schedule 14A

Proposal 1 – Nasdaq Conversion Proposal, page 6

1.We note that if the Nasdaq Conversion Proposal is approved, you plan to issue shares of Company Common Stock upon the conversion of the outstanding Company Series C Preferred Units that were issued in connection with the Omni Acquisition and fractional units of Company Series B Preferred Stock upon the conversion of Opco Series C-2 Preferred Units that were issued in connection with the Omni Acquisition into Opco Class B Units, and Company Common Stock upon the exchange of such fractional units of Company Series B Preferred Stock. Please advise us of the exemption from the Securities Act that you are relying upon and provide an analysis supporting the use of such exemption.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that it is relying upon the exemption from registration provided by Section 4(a)(2) of the Securities Act with respect to its proposed issuance of shares of Company Common Stock and

GREENBERG TRAURIG, P.A.    ATTORNEYS AT LAW    WWW.GTLAW.COM

401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301  Tel: 954.765.0500  Fax 954.765.1477

May 3, 2024

Page 2

fractional units of Company Series B Preferred Stock upon approval of the Conversion Proposal as well as the issuance of Company Common Stock upon exchange of such fractional units of Company Series B Preferred Stock (the “Conversion Issuances”).

The Company determined, based in part on the manner of the Conversion Issuances and the nature and limited number of recipients participating in the Conversion Issuances, that the proposed Conversion Issuances do not involve a “public offering” within the meaning of Section 4(a)(2) of the Securities Act. Based upon due diligence conducted in connection with the Omni Acquisition and affirmative representations received from Former Omni Holders, the Company determined that each of the Former Omni Holders that was issued Company Series C Preferred Units and Opco Series C-2 Preferred Units in connection with the Omni Acquisition had sufficient knowledge and experience in financial and business matters that, each was capable of evaluating the merits and risks of the prospective investment in the Company’s securities. Moreover, Company Series C Preferred Units and Opco Series C-2 Preferred Units currently cannot be transferred, subject to certain permitted transfers that would maintain the exemption under Section 4(a)(2) of the Securities Act.

Additionally, the limited number of Former Omni Holders allowed negotiations with, and offers to, the Former Omni Holders to be conducted privately.

For the reasons stated above, the Company determined that the Conversion Issuances will be exempt from registration under the Securities Act pursuant to Section 4(a)(2).

2.We note that you are seeking the approval of the issuance of 5,135,008 shares of Company Common Stock on as-converted and as-exchanged basis and Convertible Preferred Equity Consideration, which represents an additional 8,880,010 shares of Company Common Stock on an as-converted and as-exchanged basis. Given that this proposal involves a solicitation of shareholders for the purpose of approving the issuance of additional securities that are issuable in connection with the Omni Acquisition, and your shareholders will not have a separate opportunity to vote on this transaction, please revise your disclosure to include the information required pursuant to Note A of Schedule 14A, including the information set forth in Items 13 and 14 of Schedule 14A. See also Question 151.02 of Proxy Rules and Schedule 14A/14C Compliance and Disclosure Interpretations.

Response: The Company respectfully advises the Staff that we previously reviewed and considered the instruction in Note A to Schedule 14A, including Question 151.02 of Proxy Rules and Schedule 14A/14C Compliance and Disclosure Interpretations (“Question 151.02”), in determining whether to include in the Proxy Statement the disclosures required by Items 13 and 14 of Schedule 14A.  The Company determined, and continues to believe, that the instruction in Note A and Question 151.02 are inapplicable to the Conversion Proposal. First, Note A is inapplicable because the Conversion Proposal does not involve a solicitation seeking shareholder approval of the authorization of additional securities which are to be used to acquire another company; rather, the Conversion Proposal seeks shareholder approval, in accordance with the requirements of Nasdaq Listing Rule 5635(a), of the conversion of our outstanding Company Series C Preferred Units into Company Common Stock and our outstanding Opco Series C-2 Preferred Units into Company Series B Preferred Units, which may be exchanged for Company Common Stock, because, if the Conversion Proposal is approved, the conversion would result in

GREENBERG TRAURIG, P.A.    ATTORNEYS AT LAW    WWW.GTLAW.COM

401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301  Tel: 954.765.0500  Fax 954.765.1477

May 3, 2024

Page 3

the Company, in an offering that is not a public offering, issuing securities that, on an as-converted and as-exchanged basis, (x) constitute more than twenty percent (20%) of the voting power outstanding prior to such conversion and (y) exceed twenty percent (20%) of the total number of shares of Company Common Stock issued and outstanding prior to such issuance. Second, the Conversion Proposal can be distinguished from the scenario described in Question 151.02 because obtaining approval of the Conversion Proposal is not necessary for the Company to meet any obligations under the Convertible Preferred Equity Consideration, the Merger Agreement or any other instrument entered into in connection with the Omni Acquisition and, therefore, is not an “integral part” of the Omni Acquisition, as contemplated by Question 151.02.  Finally, for the reasons discussed more fully below, we believe that the information required by Items 13 and 14 is not material to, and could potentially mislead, our shareholders in connection with the requested vote on the Conversion Proposal.

Note A

Note A to Schedule 14A states that:

“[w]here any item calls for information with respect to any matter to be acted upon and such matter involves other matters with respect to which information is called for by other items of this schedule, the information called for by such other items shall also be given. For example, where a solicitation of security holders is for the purpose of approving the authorization of additional securities which are to be used to acquire another specified company, and the registrants’ security holders will not have a separate opportunity to vote upon the transaction, the solicitation to authorize the securities is also a solicitation with respect to the acquisition.” (emphasis added).

Unlike the underlined portion of Note A, the Company’s shareholders are not being asked to approve the issuance of additional securities that are to be used to acquire another company. While the Company, through the Conversion Proposal, is asking its shareholders to approve the issuance of additional securities (the additional Company Common Stock and Company Series B Preferred Units to be issued, collectively, the “Additional Securities”), the Additional Securities to be issued will not be used “to acquire another specified company” as cited in Note A.

As disclosed in the Proxy Statement, Company Series C Preferred Units and Opco Series C-2 Preferred Units were issued as part of the consideration for the acquisition of Omni Newco, LLC (“Omni”), which was completed on January 24, 2024. Under the Company’s organizational documents, Tennessee law and Nasdaq listing rules, the Company and its Board had full authority, without shareholder approval, to consummate the Omni Acquisition and to issue the Company Series C Preferred Units and Opco Series C-2 Preferred Units pursuant to the transaction. No shareholder vote is being sought via the Proxy Statement with respect to the authorization or the issuance of Company Series C Preferred Units and Opco Series C-2 Preferred Units used to acquire Omni. Rather, at the Annual Meeting, the Company’s shareholders will be asked to vote on whether the Company Series C Preferred Units and Opco Series C-2 Preferred Units will be convertible into the Additional Securities, such vote being required by the listing rules of the Nasdaq solely in connection with their conversion, which conversion is not required under the terms of the Convertible Preferred Equity Consideration.

GREENBERG TRAURIG, P.A.    ATTORNEYS AT LAW    WWW.GTLAW.COM

401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301  Tel: 954.765.0500  Fax 954.765.1477

May 3, 2024

Page 4

The vote of the Company’s shareholders on the issuance of Additional Securities is independent of, and will neither have any bearing on, nor facilitate, the completion of the Omni Acquisition. The Omni Acquisition, which closed on January 25, 2024, was not contingent upon, nor subject to, shareholder approval of the Conversion Proposal. The Company’s shareholders neither have the legal right to unwind the Omni Acquisition nor to vote upon the Omni Acquisition. The only issue before the Company’s shareholders with respect to the Conversion Proposal is whether to render the necessary approval of the conversion of the Company Series C Preferred Units and Opco Series C-2 Preferred Units.

The Conversion Proposal instead relates to the independent question of whether Additional Securities may be issued upon the conversion of the Company’s previously issued Company Series C Preferred Units and Opco Series C-2 Preferred Units in accordance with Nasdaq Listing Rule 5635(a). If the Conversion Proposal is not approved, the Company Series C Preferred Units and Opco Series C-2 Preferred Units will remain outstanding, under their existing terms and conditions and will not be convertible into Company Common Stock or Company Series B Preferred Units, as applicable.

Question 151.02

Question 151.02, which provides guidance interpreting Note A, describes a scenario where the solicitation of shareholder approval by a registrant for the authorization of the issuance of additional shares of common stock following the closing of an acquisition of another company would “involve” such acquisition for purposes of Note A and therefore would require the registrant to include in the proxy statement information about the acquisition called for by Schedule 14A.  In the scenario described in Question 151.02, “[a] portion of the consideration paid in the acquisition consists of convertible securities that, at the holder’s option, can be converted into shares of the registrant’s common stock or, at the registrant’s option, cash” (emphasis added). Crucially, Question 151.02 explains that “[t]he authorization of additional shares of common stock is an integral part of the acquisition because it is necessary for the registrant to meet its obligation under the convertible securities issued as consideration for the acquisition”.

The Convertible Preferred Equity Consideration issued in connection with the Omni Acquisition can be distinguished from the convertible securities described in Question 151.02.  Unlike the convertible securities described in Question 151.02, the Convertible Preferred Equity Consideration does not, pursuant to its terms, give the holders thereof the right to elect to convert Convertible Preferred Equity Consideration into Company Common Stock. If approval of the Conversion Proposal is obtained, the outstanding Company Series C Preferred Units automatically convert into Company Common Stock and the outstanding Opco Series C-2 Preferred Units automatically convert into Company Series B Preferred Units, which may be exchanged for Company Common Stock. If the approval of the Conversion Proposal is not obtained, the Company Series C Preferred Units and the Opco Series C-2 Preferred Units will remain outstanding, and the holders thereof will continue to be entitled to all rights and preferences related thereto (including payment of an annual dividend).

In the scenario described in Question 151.02, the registrant’s failure to obtain shareholder approval for the issuance of additional common stock would mean the holders of the registrant’s convertible securities are not permitted to exercise a right to which they are entitled under the

GREENBERG TRAURIG, P.A.    ATTORNEYS AT LAW    WWW.GTLAW.COM

401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301  Tel: 954.765.0500  Fax 954.765.1477

May 3, 2024

Page 5

terms of the convertible securities (i.e., the registrant is not able to “meet its obligation under the convertible securities issued as consideration for the acquisition”). The Convertible Preferred Equity Consideration does not provide the holders thereof the right to convert Company Series C Preferred Units and the Opco Series C-2 Preferred Units or any other right that is contingent upon the Company obtaining approval of the Conversion Proposal, and, as such, the authorization of the Additional Securities is not necessary for the Company to meet any obligation whatsoever under the Convertible Preferred Equity Consideration. Additionally, the Company is under no obligation, whether pursuant to the terms of the Convertible Preferred Equity Consideration, the Merger Agreement or any other instrument entered into in connection with the Omni Acquisition, to obtain the approval of the Conversion Proposal.

Items 13 and 14

In addition, Instruction 1 to Item 13 of Schedule 14A states that any or all of the information required by Item 13(a) not material for the exercise of prudent judgment in regard to the matter to be acted upon may be omitted and “[i]n the usual case… the information is not deemed material where the matter to be acted upon is the authorization or issuance of common stock, otherwise than in an exchange, merger, consolidation, acquisition or similar transaction...” Given the nature of the Conversion Proposal disclosed above, the Company does not believe that the information required by Item 13(a) is material for the exercise of prudent judgement in regards to the Conversion Proposal.

Finally, the Company respectfully submits that the inclusion of information required by Item 14 of Schedule 14A may, in fact, cause confusion regarding the nature of the Conversion Proposal and mislead shareholders by suggesting that the Company is asking

United States securities and exchange commission logo
April 26, 2024
Michael L. Hance
Interim Chief Executive Officer
Forward Air Corporation
1915 Snapps Ferry Road, Building N
Greeneville, TN 37745
Re:Forward Air Corporation
Preliminary Proxy Statement on Schedule 14A
Filed April 12, 2024
File No. 000-22490
Dear Michael L. Hance:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
Proposal 1 - Nasdaq Conversion Proposal, page 6
1.We note that if the Nasdaq Conversion Proposal is approved, you plan to issue shares of
Company Common Stock upon the conversion of the outstanding Company Series C
Preferred Units that were issued in connection with the Omni Acquisition and fractional
units of Company Series B Preferred Stock upon the conversion of Opco Series C-2
Preferred Units that were issued in connection with the Omni Acquisition into Opco Class
B Units, and Company Common Stock upon the exchange of such fractional units of
Company Series B Preferred Stock. Please advise us of the exemption from the Securities
Act that you are relying upon and provide an analysis supporting the use of such
exemption.
2.We note that you are seeking the approval of the issuance of 5,135,008 shares of
Company Common Stock on as as-converted and as-exchanged basis and Convertible
Preferred Equity Consideration, which represents an additional 8,880,010 shares of
Company Common Stock on an as-converted and as-exchanged basis. Given that this
proposal involves a solicitation of shareholders for the purpose of approving the issuance

 FirstName LastNameMichael L. Hance
 Comapany NameForward Air Corporation
 April 26, 2024 Page 2
 FirstName LastName
Michael L. Hance
Forward Air Corporation
April 26, 2024
Page 2
of additional securities that are issuable in connection with the Omni Acquisition, and
your shareholders will not have a separate opportunity to vote on this transaction, please
revise your disclosure to include the information required pursuant to Note A of Schedule
14A, including the information set forth in Items 13 and 14 of Schedule 14A. See
also Question 151.02 of Proxy Rules and Schedule 14A/14C Compliance and Disclosure
Interpretations.
General
3.We note you disclose in your Annual Report on Form 10-K that the September 26, 2023
Shareholder Complaint filed against the Company by Rodney Bell, Michael A. Robert and
Theresa Woods alleges, among other things, that your shareholders have the right to vote
on certain transactions contemplated by the Merger Agreement and sought an injunction
against the consummation of the transaction until a shareholder vote was held, and while
the temporary restraining order was dissolved on October 25, 2023 and the transaction
was completed on January 25, 2024, the case remains pending. Please revise your
disclosure to discuss the impact of the pending shareholder litigation on the Omni
Acquisition and related transactions, and on the shareholder vote solicited in this proxy
statement with respect to the Nasdaq Conversion Proposal.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Please contact Michael Purcell at 202-551-5351 or Irene Barberena-Meissner at 202-551-
6548 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:       Flora Perez

United States securities and exchange commission logo
September 12, 2023
Rebecca J. Garbrick
Chief Financial Officer
Forward Air Corporation
1915 Snapps Ferry Road, Building N
Greeneville, TN 37745
Re:Forward Air Corporation
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 1, 2023
File No. 000-22490
Dear Rebecca J. Garbrick:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

Document

September 6, 2023

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:

 Ms. Yolanda Guobadia

 Mr. Mark Wojciechowski

 Re: Forward Air Corporation

  Form 10-K for the Fiscal Year ended December 31, 2022

  Filed March 1, 2023

  File No. 000-22490

Dear Messrs. Guobadia and Wojciechowski:

Forward Air Corporation (the “Company”) hereby responds to the comment provided by the Staff (the “Staff”) of the Securities and Exchange Commission in its letter dated August 30, 2023 (the “Comment Letter”) regarding the Company’s Form 10-K for the fiscal year ended December 31, 2022. Set forth below in bold font is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the Company with respect thereto.

Form 10-K for the Fiscal Year ended December 31, 2022

Signatures, page 77

1.We note that your annual report has been signed by your principal executive officer, principal financial officer, and twelve directors.

Please address the requirement in General Instruction (D)(2) to Form 10-K, which also requires the signature of your controller or principal accounting officer, and if applicable that any person who occupies more than one of the specified positions to indicate each capacity in which he or she has signed the report.

Please identify the person that either has or would be signing the report in their capacity as your controller or principal accounting officer.

Response: The Company acknowledges the Staff’s comment and respectfully advises the Staff that Ms. Rebecca J. Garbrick, the Company’s Chief Financial Officer and Treasurer, fulfills the roles of principal financial officer and principal accounting officer and signs the Form 10-K in both capacities. The Company confirms that in future filings, if Ms. Garbrick serves as both principal financial officer and principal accounting officer, the Company will indicate each capacity in which she has signed the report.

We hope that this response adequately address the Staff’s concerns. If you have any further comments or concerns, please feel free to contact our counsel, Flora R. Perez, at perezf@gtlaw.com or by telephone at (954) 768-8210.

      Very truly yours,

    /s/ Rebecca J. Garbrick

      Rebecca J. Garbrick

Chief Financial Officer

United States securities and exchange commission logo
August 30, 2023
Rebecca J. Garbrick
Chief Financial Officer
Forward Air Corporation
1915 Snapps Ferry Road, Building N
Greeneville, TN 37745
Re:Forward Air Corporation
Form 10-K for the Fiscal Year ended December 31, 2022
Filed March 1, 2023
File No. 000-22490
Dear Rebecca J. Garbrick:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.  In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2022
Signatures, page 77
1.We note that your annual report has been signed by your principal executive officer,
principal financial officer, and twelve directors.

Please address the requirement in General Instruction (D)(2) to Form 10-K, which also
requires the signature of your controller or principal accounting officer, and if applicable
that any person who occupies more than one of the specified positions to indicate each
capacity in which he or she has signed the report.

Please identify the person that either has or would be signing the report in their capacity as
your controller or principal accounting officer.

 FirstName LastNameRebecca J. Garbrick
 Comapany NameForward Air Corporation
 August 30, 2023 Page 2
 FirstName LastName
Rebecca J. Garbrick
Forward Air Corporation
August 30, 2023
Page 2
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Yolanda Guobadia, Staff Accountant, at (202) 551-3562 or Mark
Wojciechowski, Staff Accountant, at (202) 551-3759 with any questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

United States securities and exchange commission logo
June 10, 2021
Thomas Schmitt
Chief Executive Officer
Forward Air Corporation
1915 Snapps Ferry Road, Building N
Greeneville, Tennessee 37745
Re:Forward Air Corporation
Form 10-K for the Fiscal Year ended December 31, 2020
Filed March 1, 2021
File No. 000-22490
Dear Mr. Schmitt:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

CORRESP
1
filename1.htm

CORRESP

 May 21, 2021

 VIA
EDGAR

 Securities and Exchange Commission

 Division
of Corporation Finance

 Officer of Energy & Transportation

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Karl Hiller

Re:
 Forward Air Corporation

Form 10-K for the Fiscal Year ended December 31, 2020

Filed March 1, 2021

File No. 000-22490

Dear Mr. Hiller:

 On behalf of Forward Air Corporation (the
“Company”), reference is made to the letter dated April 15, 2021 (the “Comment Letter”) from the staff (the “Staff”) of the Division of Corporation Finance of the
Securities and Exchange Commission (the “Commission”) regarding the above-referenced Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Commission
on March 1, 2021 (the “2020 10-K”).

 For the Staff’s convenience, we have set
forth below the Staff’s comments as set forth in the Comment Letter, followed by the Company’s responses thereto. Terms used but not otherwise defined herein have the meanings ascribed to such terms in the 2020 10-K. The Company has reviewed this letter and authorized us to make the representations to you on its behalf.

Form 10-K for the Fiscal Year ended December 31, 2020

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Expedited Freight Operating Statistics, page 34

1.
 We note that you identify certain equipment on page 10, including owned and leased tractors, straight
trucks, and trailers; and that within you discussion and analysis, you have many references to changes in utilization as it pertains to Leased Capacity Providers, Company-employed drivers, and third-party transportation providers.

 Please expand your disclosures to include a summary of the utilization of your equipment, in terms of being
deployed or idle, for each period to comply with Instruction 1 to Item 102 of Regulation S-K. Given the economic implications that are apparent in your disclosures, it would also be helpful to include a
tabulation showing the relative utilization of Leased Capacity Providers, Company-employed drivers, and third party transportation providers, with regard to Total pounds and Total shipments each period.

Response: The Company respectfully acknowledges the Staff’s comment relating to the utilization of its owned and leased equipment.
The Company supplementally advises the Staff that it moves customers’ freight from specific origins to specific destinations through an asset-light business model, which means the Company provides this service to its customers primarily with
power equipment (i.e., tractors and straight trucks) owned by third parties and not owned by the Company.

 GREENBERG TRAURIG, P.A. ●
ATTORNEYS AT LAW ● WWW.GTLAW.COM

 401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301 ● Tel: 954.765.0500 ● Fax
954.765.1477

 May 21, 2021

 Page
 2

 The majority (i.e., 97%) of tractors and straight trucks utilized in the Company’s
business are owned by Leased Capacity Providers (i.e., independent contractor owner-operators or independent contractor fleets) or third-party transportation providers. The number of tractors and straight trucks owned or directly leased by the
Company is relatively small (i.e., 3%) (collectively “Owned Power Equipment”), and this Owned Power Equipment is generally fully utilized primarily in providing its LTL and truckload services within its Expedited Freight
segment. Therefore, the Company does not believe the utilization rates for this small number of Owned Power Equipment is meaningful to investors.

The Company does own or directly lease the vast majority of the trailers utilized in its operations (the
“Trailers”). Almost all of the Company’s service providers (i.e., Leased Capacity Providers, third-party transportation companies and Company-employed drivers) use the Company’s Trailers in the provision of their
services. Therefore, the Trailers are generally fully utilized, primarily in providing its LTL and truckload services within its Expedited Freight segment. In future filings, the Company will include the above discussion to better describe the
use of its Owned Power Equipment and Trailers pursuant to Instruction 1 to Item 102 of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment relating to the use of Leased Capacity Providers, Company-employed drivers or
third-party transportation providers and supplementally advises the Staff that, with respect to its LTL and truckload services, the Company does not place significant emphasis strictly on the category of service provider but rather, more
appropriately considers the utilization of equipment by the respective service provider that is either (i) being operated under the Company’s regulatory licenses whether by Company drivers (in the Company’s owned or directly leased
equipment) or Leased Capacity Providers (that utilize their own equipment) at a lower cost or (ii) being operated under the regulatory licenses of third parties by drivers employed or retained by such third parties at a higher cost. As such, in
future filings, the Company will disclose the ratio of miles driven under its regulatory licenses authority to miles driven by third-party transportation providers under their own regulatory authority in connection with providing its LTL and
truckload services. The Company believes that miles driven is a more appropriate metric in understanding the impact of utilization than Total pounds and Total shipments as the cost related to purchased transportation is directly based on miles
driven. For reference, of the total miles driven for the year ended December 31, 2020, approximately 72.3% were driven under the Company’s regulatory licenses and approximately 27.7% were driven by third-party transportation providers.

2.
 We note your disclosure of “Network gross margin” on pages 34 and 44, and in the narrative on page
46, indicating improvement during 2019 was attributable to “increased utilization of Leased Capacity Providers and Company-employed drivers and contributions from FSA.” However, you describe the measure as “Network revenue less
Network purchased transportation as a percentage of Network revenue.”

 If Network purchased transportation
is a subset of the purchased transportation expense, provide us with a disaggregation of this account for each period and explain how each component is distinguished from the other components.

Tell us the reasons for the decline in Network gross margin for 2020 and how the explanation provided for 2019 accounts for the improvement
that you intended to address for each reason identified. Also explain how the percentages (i) reconcile to the figures inyour tabulation, and (ii) reflect all costs of the network revenues, as would be reported in accordance with GAAP, if
this is your view.

 GREENBERG TRAURIG, P.A. ●
ATTORNEYS AT LAW ● WWW.GTLAW.COM

 401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301 ● Tel: 954.765.0500 ● Fax
954.765.1477

 May 21, 2021

 Page
 3

 However, if you have utilized incomplete cost measures in calculating these percentages,
you should also present gross margin for the network activity in accordance with GAAP and provide the other disclosures required by Item 10(e) of Regulation S-K.

Response: The Company respectfully acknowledges the Staff’s comments with regards to “Network gross margin” and related
disclosures.

 The Company supplementally advises the Staff that the Company’s intention was to provide the “Network gross
margin” operating statistic on a transitionary basis in order to provide investors with continued visibility into the impact of changes in purchased transportation expense as a percentage of operating revenues in the Company’s prior
Expedited LTL reportable segment. As a result of a change in leadership and implementation of a new strategy, in the fourth quarter of 2019, the Company changed the reportable segments. The prior Expedited LTL and TLS segments were consolidated into
the Expedited Freight reportable segment. Now that operations are more fully integrated under the Expedited Freight reportable segment, the Company believes that “Network gross margin” is no longer a meaningful operating statistic in the
context of Expedited Freight and that the performance of the Expedited Freight segment should be based on Expedited Freight’s income from operations as a percentage of Expedited Freight operating revenues. As such, the Company will no longer
provide “Network gross margin” in its disclosures.

 The Company supplementally advises the Staff that, as disclosed in the
Company’s filings and specifically in footnote 5 to the table included on page 34 of the 2020 10-K, “Network gross margin” represents Network revenue less Network purchased transportation as a
percentage of Network revenue. As defined in footnote 5, “Network gross margin” does not reflect all the costs of Network revenues in order to be reported as gross margin in accordance with GAAP. Other costs associated with the calculation
of gross margin were excluded because the Company’s intention, notwithstanding the term used, was not to provide an alternative non-GAAP gross margin metric, but rather an operating statistic that
provides insight into the movement of purchased transportation as percentage of operating revenues for the Network, as indicated in footnote 5. As noted above, the Company will no longer provide “Network gross margin” as an operating
statistic in its future filings.

 With respect to the decline in Network gross margin for 2020, the Company supplementally advises the
Staff that the decline resulted from increased utilization of third-party transportation providers, which are generally more costly than Leased Capacity Providers. With respect to the explanation about the improvements in income from operations for
2019, the Company supplementally advises the Staff that a more comprehensive explanation would be the favorable change in “purchased transportation expense”, rather than “Network gross margin”, as a percentage of operating
revenues for the Expedited Freight segment. As indicated above and consistent with our explanation for the change in income from operations for 2020, in future filings the Company will, if a key driver, refer to changes in purchased transportation
for the segment and, if material, to changes within a particular service within the segment. As the Company noted in its response to Comment 3 below, the Company erroneously made reference to company-employed drivers as being included in purchased
transportation costs. In fact, the Company’s purchased transportation expense includes only the cost associated with Leased Capacity Providers and third-party transportation providers and not those related to the Company’s fleet of owned
or directly leased equipment.

 GREENBERG TRAURIG, P.A. ●
ATTORNEYS AT LAW ● WWW.GTLAW.COM

 401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301 ● Tel: 954.765.0500 ● Fax
954.765.1477

 May 21, 2021

 Page
 4

3.
 We note your disclosure on page 6 stating “Of the $583.5 million incurred for Expedited
Freight’s transportation during 2020, we purchased 44% from the Leased Capacity Providers of our licensed motor carrier, 35% from our company fleet and 21% from other surface transportation providers.” However, on page 32, you state
“Purchased transportation includes Leased Capacity Providers and third-party carriers, while Company-employed drivers are included in salaries, wages and employee benefits.”

Please describe for us the accounting that appears in your financial statements for expenses reported as purchased transportation pertaining
to the company fleet, including the manner by which those amounts have been derived and the reasons you believe these are properly characterized as purchased transportation.

Response: The Company respectfully acknowledges the Staff’s comment and supplementally advises the Staff that purchased
transportation expense, as it appears in the Company financial statements, is incurred from the delivery of a shipment and the completion of related services by Leased Capacity Providers or third-party transportation providers. The 35 percent
of purchased transportation from “company fleet” that is referenced on page 4 of the 2020 10-K refers to transportation services provided by “third-party cartage agents” which represent
third party carriers that provide the Company with transportation services related to local pick-up and delivery. In future filings, for this specific disclosure on page 6 of the 2020 10-K, the Company will correctly describe the components of purchased transportation.

 Financial Statements

 Note 11 – Segment Reporting, Page F-40

4.
 We note that you have recast prior year segment disclosures to remove the Pool Distribution segment, and
that you are reporting the corresponding assets and liabilities as discontinued operations as of December 31, 2020. However, we see that you have a column for “Eliminations and Other” which includes significant reconciling amounts for
which you provide no explanation; and the consolidated total asset amounts on page F-41 do not agree with the consolidated totals on page F-6.

Please revise your disclosures to resolve the total asset discrepancies and to include reconciliation details as required by FASB ASC 280-10-50-31. Please ensure that such details are distinguished from any activities that are properly combined and reported apart from
your reportable segments in accordance with FASB ASC 280-10-50-15.

Also tell us the extent to which the $115.6 million in assets attributed to the Pool Distribution segment were re-allocated to other segments in recasting your segment disclosures as of December 31, 2019, and how that amount reconciles to the $91.7 million in current and noncurrent assets held for sale as reported
on page F-18.

 Response: The Company acknowledges the Staff’s comment regarding the
required reconciliations and supplementally advises the Staff that, as discussed in Note 1, Operations and Summary of Significant Accounting Policies, in the 2020 10-K, in April 2020, the Company’s
Board of Directors approved a strategy to divest of the Pool Distribution business. As a result, the results of operations for the Pool Distribution business were presented as a discontinued operation on the Consolidated Statements of Comprehensive
Income, and the assets were reflected as “Assets held for sale” on the Consolidated Balance Sheets for all periods presented. Given the

 GREENBERG TRAURIG, P.A. ●
ATTORNEYS AT LAW ● WWW.GTLAW.COM

 401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301 ● Tel: 954.765.0500 ● Fax
954.765.1477

 May 21, 2021

 Page
 5

change in the Pool Distribution business, the Company understands the requirement to reconcile the reportable segments’ assets to the consolidated total assets and, in future filings, will
include the required disclosure, starting with the Form 10-Q for the quarter ended June 30, 2021. For reference, Exhibit A includes the reconciliation of the reportable segments’ assets to the
consolidated total assets for the years ended December 31, 2020 and 2019.

 Additionally, the Company respectfully acknowledges the
Staff’s comment regarding the amounts in the “Eliminations and Other” column and supplementally advises the Staff the amounts included in the “Eliminations and Other” column include both intercompany eliminations and
corporate amounts that are not attributable to any of the Company’s reportable segments. In future filings, the Company will include an explanation that Corporate includes revenue and expenses as well as assets that are not attributable to its
reportable segments and will separately disclose the amounts that relate to eliminations, starting with the Form 10-Q for the quarter ended June 30, 2021. For reference, Exhibit A includes the revised
disclosure of the amounts in the “El

CORRESP
1
filename1.htm

CORRESP

 May 6, 2021

 VIA EDGAR

 Securities and Exchange Commission

 Division of
Corporate Finance

 Office of Energy & Transportation

100 F Street, N.E.

 Washington, D.C. 20549

Attention: Lily Dang

 Re: Forward Air Corporation

Form 10-K for the Fiscal Year ended December 31, 2020

Filed March 1, 2021

 File No. 000-22490

 Dear Ms. Dang:

On behalf of our client, Forward Air Corporation (the “Company”), we confirm that the Company is in receipt of your comment letter dated
April 15, 2021 (the “Comment Letter”), regarding the Staff (the “Staff”) of the Securities and Exchange Commission’s review of the Company’s Annual Report on Form
10-K for its fiscal year ended December 31, 2020. As discussed with the Staff, the Comment Letter was inadvertently misdirected internally at the Company and was not received by the Chief Executive
Officer until Wednesday, May 5, 2021. As such, the Company respectfully requests additional time to respond to the Comment Letter and intends to provide a response no later than May 21, 2021. If you have any questions regarding this request,
please do not hesitate to contact me at (954) 768-8210 or perezf@gtlaw.com. Thank you very much for your courtesy in this matter.

Sincerely,

Greenberg Traurig, P.A.

 /s/ Flora R. Perez

Flora R. Perez

cc:
 Thomas Schmitt, President & Chief Executive Officer, Forward Air Corporation

Michael L. Hance, Chief Legal Officer & Secretary, Forward Air Corporation

GREENBERG TRAURIG, P.A. ∎ ATTORNEYS AT LAW ∎ WWW.GTLAW.COM

401 East Las Olas Boulevard, Suite 2000, Fort Lauderdale, Florida 33301 ∎ Tel: 954.765.0500 ∎ Fax 954.765.1477

United States securities and exchange commission logo
April 15, 2021
Thomas Schmitt
Chief Executive Officer
Forward Air Corporation
1915 Snapps Ferry Road, Building N
Greeneville, Tennessee 37745
Re:Forward Air Corporation
Form 10-K for the Fiscal Year ended December 31, 2020
Filed March 1, 2021
File No. 000-22490
Dear Mr. Schmitt:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year ended December 31, 2020
Management's Discussion and Analysis of Financial Condition and Results of Operations
Expedited Freight Operating Statistics, page 34
1.We note that you identify certain equipment on page 10, including owned and leased
tractors, straight trucks, and trailers; and that within you discussion and analysis, you have
many references to changes in utilization as it pertains to Leased Capacity Providers,
Company-employed drivers, and third-party transportation providers.

Please expand your disclosures to include a summary of the utilization of your equipment,
in terms of being deployed or idle, for each period to comply with Instruction 1 to Item
102 of Regulation S-K. Given the economic implications that are apparent in your
disclosures, it would also be helpful to include a tabulation showing the relative utilization
of Leased Capacity Providers, Company-employed drivers, and third party transportation
providers, with regard to Total pounds and Total shipments each period.

 FirstName LastNameThomas  Schmitt
 Comapany NameForward Air Corporation
 April 15, 2021 Page 2
 FirstName LastNameThomas  Schmitt
Forward Air Corporation
April 15, 2021
Page 2
2.We note your disclosure of "Network gross margin" on pages 34 and 44, and in the
narrative on page 46, indicating improvement during 2019 was attributable to "increased
utilization of Leased Capacity Providers and Company-employed drivers and
contributions from FSA."  However, you describe the measure as "Network revenue less
Network purchased transportation as a percentage of Network revenue."

If Network purchased transportation is a subset of the purchased transportation expense,
provide us with a disaggregation of this account for each period and explain how each
component is distinguished from the other components.

Tell us the reasons for the decline in Network gross margin for 2020 and how the
explanation provided for 2019 accounts for the improvement that you intended to address
for each reason identified.  Also explain how the percentages (i) reconcile to the figures in
your tabulation, and (ii) reflect all costs of the network revenues, as would be reported in
accordance with GAAP, if this is your view.

However, if you have utilized incomplete cost measures in calculating these percentages,
you should also present gross margin for the network activity in accordance with GAAP
and provide the other disclosures required by Item 10(e) of Regulation S-K.
3.We note your disclosure on page 6 stating "Of the $583.5 million incurred for Expedited
Freight's transportation during 2020, we purchased 44% from the Leased Capacity
Providers of our licensed motor carrier, 35% from our company fleet and 21% from other
surface transportation providers."  However, on page 32, you state "Purchased
transportation includes Leased Capacity Providers and third-party carriers, while
Company-employed drivers are included in salaries, wages and employee benefits."

Please describe for us the accounting that appears in your financial statements for
expenses reported as purchased transportation pertaining to the company fleet, including
the manner by which those amounts have been derived and the reasons you believe these
are properly characterized as purchased transportation.
Financial Statements
Note 11 - Segment Reporting, page F-40
4.We note that you have recast prior year segment disclosures to remove the Pool
Distribution segment, and that you are reporting the corresponding assets and liabilities as
discontinued operations as of December 31, 2020.  However, we see that you have a
column for "Eliminations and Other" which includes significant reconciling amounts for
which you provide no explanation; and the consolidated total asset amounts on page F-41
do not agree with the consolidated totals on page F-6.

Please revise your disclosures to resolve the total asset discrepancies and to
include reconciliation details as required by FASB ASC 280-10-50-31.  Please ensure that
such details are distinguished from any activities that are properly combined and reported

 FirstName LastNameThomas  Schmitt
 Comapany NameForward Air Corporation
 April 15, 2021 Page 3
 FirstName LastName
Thomas  Schmitt
Forward Air Corporation
April 15, 2021
Page 3
apart from your reportable segments in accordance with FASB ASC 280-10-50-15.

Also tell us the extent to which the $115.6 million in assets attributed to the Pool
Distribution segment were re-allocated to other segments in recasting your segment
disclosures as of December 31, 2019, and how that amount reconciles to the $91.7 million
in current and noncurrent assets held for sale as reported on page F-18.
5.Given the information regarding concentration of sales and major customers on pages 7
and 17, it appears that you should disclose the amounts of revenue associated with each
major customer for each period to comply with FASB ASC 280-10-55-42.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Lily Dang at (202) 551-3867 if you have questions regarding comments
on the financial statements and related matters.  Please contact Karl Hiller - Branch Chief at
(202) 551-3686 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation

Mail Stop 3561
May 6, 2016

Rodney L. Bell
Chief Financial Officer
Forward Air Corporation
430 Airport Road
Greeneville, Tennessee 37745

Re: Forward Air Corporation
 Form 10-K for the  Year Ended December 31, 2015
Filed February 19, 2016
File No. 000 -22490

Dear Mr. Bell :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all per sons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing includes the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Andrew Mew

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

CORRESP
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		CORRESP

April 28, 2016

VIA EDGAR

Mr. Andrew Mew

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Dear Mr. Mew:

This letter is submitted on behalf of Forward Air Corporation (the “Company”) in response to the comments that you provided on behalf of the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “SEC”) in the letter dated April 11, 2016 to Rodney L. Bell, Chief Financial Officer of the Company.  The responses to the Staff’s comments are set forth below, with each paragraph numbered to correspond to the numbered comments set forth in the letter.  For your convenience, your comments have been reproduced in bold below, together with the responses.  Capitalized terms used and not defined herein shall have the meanings given to such terms in the Company’s filings.

Form 10-K for Fiscal Year Ended December 31, 2015

Management’s Discussion of Financial Condition and Results of Operations

Discussion of Critical Accounting Policies

Valuation of Goodwill, page 44

1.

 We note from page 45 that due to TQI performance falling short of projections, you performed additional fair value estimates related to goodwill as of December 31, 2015 and no impairment was recorded. Please tell us whether you were at risk of failing step one of the impairment test at December 31, 2015. If so, please consider disclosing the percentage by which fair value exceeded carrying value as of the most recent test.

Response:

The Company acknowledges the Staff’s comment and our omission of additional sensitivity information around our goodwill impairment assessments.  As noted on page 45 of our Form 10-K for the fiscal year ended December 31, 2015, TQI performance had fallen short of projections and we believed there were indicators and a risk of impairment at December 31, 2015.  Therefore, we updated our fair value estimates as of December 31, 2015.  Upon completion of our fair value estimates as of December 31, 2015, the estimated fair value was approximately 12% above carrying value.  Further, we performed additional sensitivity testing by further reducing projected cash flows by 10% and our fair value estimates still exceeded the carrying value of TQI at December 31, 2015.  As a result of this analysis, we concluded that we were not at risk of failing step one of the impairment test at December 31, 2015.

We understand the sensitivity of these calculations and the need for disclosure of the information requested by the SEC.  We will include these sensitivity disclosures in our Form 10-K for the fiscal year ending 2016.  In addition, in our Form 10-Q for the quarterly period ended March 31, 2016 we have updated our Critical Accounting Policies discussion for Goodwill to provide the information noted above.  Further, we will update and disclose this requested information in our Form 10-Q for the quarterly period ending June 30, 2016, as this will be the period in which we perform our scheduled annual impairment analysis.

Financial Statements

Notes to Consolidated Financial Statements

4. Shareholders' Equity, Stock Options and Net Income per Share, page F-20

2.

 We refer to your disclosure of unrecognized compensation expense associated with share-based compensation on pages F-22, F-23, and F-25. Please revise to state the period over which such compensation expense will be recognized in accordance with ASC 718-10-50-2i.

Response:

The Company acknowledges the Staff’s comment and our omission of the weighted average period over which unrecognized compensation cost will be recognized.  We will include this specific disclosure in our quarterly and annual filings on Form 10-Q and Form 10-K, respectively, beginning with our Form 10-Q for the quarterly period ending March 31, 2016.

We note that the type of shared based compensation grants, timing of grants and the amount of grants were consistent from fiscal 2013 through fiscal 2015.  Please see the following table which illustrates the consistency of the weighted average period over which unrecognized expense will be recognized.

Weighted average period (years) over which unrecognized expense will be recognized at December 31,

 2015

 2014

 2013

Options

 1.8

 1.8

 1.8

Non-vested shares

 1.8

 1.8

 1.7

Performance shares

 1.8

 1.7

 1.7

Non-employee directors - non-vested shares

            0.5

            0.4

            0.4

Further, the types of grant, timing of grants and the amounts are all disclosed within Note 4 of the financial statements for the year ended December 31, 2015.  In addition, we disclose all share based compensation activity, including grants, exercises, vesting and forfeitures, on a quarterly basis within our Form 10-Q’s.  Because of the consistency of our grant types, timing of grants, amount of grants and our robust quarterly disclosures for shared based compensation, we believed the period over which such compensation expense would be recognized could be determined by investors.

While we believe that our previous disclosures were adequate for this information to be derived by investors, we recognize the period over which such compensation expense will be recognized should be made more apparent and therefore we will include this disclosure in future filings.

*    *    *    *

In connection with these responses, we acknowledge the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

•

 Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

•

 the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We appreciate the Staff’s comments and request that the Staff contact the undersigned at (423) 636-7175 with any questions or comments regarding this letter.

Respectfully submitted,

/s/ Rodney L. Bell

Rodney Bell

Chief Financial Officer, Senior Vice President and Treasurer

CC:

Mike McLean, Chief Accounting Officer, Vice President and Controller

CORRESP
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		CORRESP

Michael P. McLean

Vice President, Controller and Chief Accounting Officer

P. O. Box 1058

Greeneville, TN  37744

Telephone:  (423) 636-7000

Fax:  (423) 636-7279

April 13, 2016

Mr. Andrew Mew

Senior Assistant Chief Accountant

Division of Corporation Finance

United States Securities and Exchange Commission

100 F Street, N.E.

Mail Stop 3561

Washington, D.C. 20549

Dear Mr. Mew:

We are in receipt of your correspondence to Forward Air Corporation (the “Company”) dated April 11, 2016 (the “letter”).  The letter was received on April 11, 2016, by Rodney L. Bell, Chief Financial Officer.

            On April 12, 2016, we spoke with Heather Clark of your office and requested an additional 10 business days to respond to the letter.  This request was made in order to give the Company adequate time to consider and respond to the comments in the letter and also meet our normal course Form 10-Q quarterly reporting requirements.  Ms. Clark agreed to the 10 business day extension of time, which makes our response to the letter due on Monday, May 9, 2016.   Pursuant to her instructions, we are posting this letter on EDGAR to document our request.

            Should you have any questions or issues with this request, please do not hesitate to contact the undersigned.

Sincerely,

 /s/ Mike McLean

Michael P. McLean

Vice President, Controller and Chief Accounting Office

Mail Stop 3561
April 11, 2016

Rodney L. Bell
Chief Financial Officer
Forward Air Corporation
430 Airport Road
Greeneville, Tennessee 37745

Re: Forward Air Corporation
 Form 10-K for Fiscal  Year Ended December 31, 2015
Filed February 19, 2016
File No. 000 -22490

Dear Mr. Bell :

We have limited our review of your filing to the financial statements and related
disclosures a nd have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K for Fiscal  Year Ended December 31, 2015

Managem ent’s Discussion of Financial Condition and Results of Operations

Discussion of Critical Accounting Policies

Valuation of Goodwill, page 44

1. We note from page 45 that due to TQI performance falling short of projections, you
performed additional fair valu e estimates related to goodwill as of December 31, 2015
and no impairment was recorded.  Please tell us whether you were at risk of failing step
one of the impairment test at December 31, 2015.  If so, please consider disclosing the
percentage by which fai r value exceeded carrying value as of the most recent test.

Rodney L. Bell
Forward Air Corporation
April 11, 2016
Page 2

 Financial Statements

Notes to Consolidated Financial Statements

4. Shareholders' Equity, Stock Options and Net Income per Share, page F -20

2. We refer to your disclosure of unrecognized compensation expense associated with
share -based compensation on pages F -22, F -23, and F -25.  Please revise to state the
period over which such compensation expense will be recognized in accordance with
ASC 718 -10-50-2i.

We urge all persons who are respon sible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in posse ssion of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the com pany is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company ma y not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

You may contact Heather Clark at 202 -551-3624 or Claire Erlanger at 202 -551-3301 if
you have quest ions regarding comments on the financial statements and related matters.  Please
contact me at 202 -551-3377 with any other questions.

Sincerely,

 /s/ Lyn Shenk for

Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure

January 2, 2013

Via E -mail
Mr. Rodney L. Bell
Chief Financial Officer
Forward Air Corporation
430 Airport Road
Greenville, Tennessee 37745

Re: Forward Air Corporation
 Form 10-K for the year ended December 31, 2011
Filed February 24 , 2012
File No. 000-22490

Dear Mr. Bell:

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission  from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of the United States.  We urge all p ersons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

/s/ Linda Cvrkel

Linda Cvrkel
Branch Chief

CORRESP
1
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		2011 10-K Correspondence

Rodney Bell

Chief Financial Officer, Senior Vice President and Treasurer

P. O. Box 1058

Greeneville, TN  37744

Telephone:  (423) 636-7000

Fax:  (423) 636-7279

December 21, 2012

Linda Cvrkel

Branch Chief

Securities and Exchange Commission

Washington, D.C. 20549

Re:    Forward Air Corporation

Form 10-K for the year ended December 31, 2011

Filed February 24, 2012

File No. 000-22490

Dear Ms. Cvrkel:

We received your letter dated December 7, 2012.  We appreciate the Securities and Exchange Commission (SEC)'s review and comments on our filing.  After receiving your letter we reviewed the comments in conjunction with the underlying guidance.  Please see the below responses to your comments:

SEC Comment #1:

Management's Discussion and Analysis of Financial Condition and Results of Operations, page 23

Discussion of Critical Accounting Policies, page 40

We note that your critical accounting policies disclosure is substantially similar to your accounting policies disclosures provided in Note 1 to the financial statements. The critical accounting policies disclosure in MD&A should supplement, not duplicate, the description of accounting policies disclosed in the notes. In this regard, please ensure that your critical accounting estimates disclosure - (i) provides greater insight into the quality and variability of information in the consolidated financial statements; (ii) addresses specifically why the accounting estimates or assumptions bear the risk of change; (iii) analyzes the factors on how the company arrived at material estimates including how the estimates or assumptions have changed in the past and are reasonably likely to change in the future; and (iv) analyzes the specific sensitivity to change of your critical accounting estimates or assumptions based on other outcomes with quantitative and qualitative disclosure, as necessary. Refer to the guidance in Section V of FRR-72 (Release No. 33-8350) and revise accordingly.

Management Response: The Company acknowledges the Staff's comment that our discussion of critical accounting policies is overly similar to the accounting policies described in Note 1 of our financial statements.  In response to the comment we reviewed the guidance in FR-72 (Release No. 33-8350) in conjunction with our current disclosures and have provided an example of our revised disclosures in Exhibit A.  Our revisions include additional information in the Self-Insurance Reserves and Valuation of Goodwill sections of our Critical Accounting Policies to provide a more specific discussion of the quality and variability of these estimates and their significance to our financial statements.  Our revised critical accounting policy disclosures will be included in our Form 10-K for the year ended December 31, 2012.

SEC Comment #2:

Liquidity and Capital Resources, page 44

Please revise your MD&A discussion of cash flows from operating, investing and financing activities to cover the three years presented in your financial statements as required by Item 303(a) of Regulation S-K.

Management Response:  The Company acknowledges the Staff's comment and our omission of a specific discussion of the change in cash flows for the year ended December 31, 2010 compared to the year ended December 31, 2009 in the liquidity section of the our fiscal 2011 Form 10-K.  We note however that the total net cash provided by operating activities and the total net cash used in financing activities in fiscal 2009 were comparable to those in fiscal 2010.  While total net cash provided by operating activities for fiscal 2009 was impacted by a decline in income due to a non-cash impairment charge which was offset by changes in income tax account balances and there was a decrease in cash used in investing activities in 2010 compared to 2009 due to reduced asset purchases, these items are clearly outlined in the Consolidated Statements of Cash Flows included in the fiscal 2011 Form 10-K.  In addition, we note that a detail discussion of the cash flows from operating, investing and financing activities for fiscal 2009 was provided in our fiscal 2010 Form 10-K filing available to investors.

While we agree with the comment and will include a more specific discussion of cash flows from operating, investing and financing activities covering three years in our fiscal 2012 Form 10-K, we believe the information presented in our fiscal 2011 Form 10-K within MD&A, the Consolidated Statements of Cash Flows and related footnote disclosures, when considered with the similarities from year to year and the additional financial information presented in our fiscal 2010 Form 10-K available to investors, adequately presents all material items impacting our liquidity and capital resources for fiscal 2009, 2010 and 2011.

SEC Comment #3:

Financial Statements, page F-1 Notes to Consolidated Financial Statements, page F-9

5. Shareholders' Equity, Stock Options and Net Income per Share, page F-16

We note a considerable amount of stock options and non-vested shares to both employees and directors, as well as performance shares outstanding at December 31, 2011. However, only 383,000 and 649,000 were dilutive and antidilutive, respectively, to earnings per share at December 31, 2011. In this regard, please tell us, and revise to disclose, how each category of share-based compensation presented in Note 5 affected your earnings per share for the year ended December 31, 2011. Refer to ASC 260.

Management Response:  The Company acknowledges the Staff's comment regarding the considerable amount of stock options, non-vested shares and performance shares outstanding at December 31, 2011. As discussed in Footnote 5, from 2007 through 2010, the only form of shared-based compensation issued by the Company was stock options awarded were under the 1999 Stock Option and incentive Plan (the 1999 Amended Plan). Beginning in 2011, in addition to stock options we began granting non-vested and performance shares. As of December 31, 2011, there were 3,403,960 stock options, 131,314 non-vested shares and 75,060 performance shares outstanding of which 333,183, 23,620 and 26,287 related to stock options, non-vested shares and performance shares, respectively are considered dilutive. This created a dilutive impact on EPS for related to stock options, non-vested shares and performance shares of $0.018, $0.001 and $0.001, respectively. As the non-stock option awards was less than $.01 and did not impact diluted EPS for the period, we did not believe it was necessary to disclose the dilutive shares separately from other awards.  Please see Exhibit B for our earnings per share table with these additional categories provided for the common stock equivalents.

In regards to the anti-dilutive shares disclosed the entire amount related to our stock option awards as all non-vested and performance shares were dilutive and included in the calculation of common stock equivalents at December 31, 2011.  As our granting practices have changed and the amounts related to non-vested and performance shares will increase, we understand the need requirement for these additional disclosures and will include these disclosures in future filings, starting with our 10-K for the year ended December 31, 2012.

We understand that the Company is responsible for the adequacy and accuracy of the disclosure in our filings, that staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing and the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Sincerely,

/s/ Rodney L. Bell

Rodney Bell

Chief Financial Officer, Senior Vice President and Treasurer

Enclosed:

Exhibit A

Exhibit B

CC:

Mike McLean, Chief Accounting Officer, Vice President and Controller

Exhibit A: Revised Critical Accounting Policies Discussion

Self-Insurance Loss Reserves

Given the nature of our operating environment, we are subject to vehicle and general liability, workers' compensation and employee health insurance claims. To mitigate a portion of these risks, we maintain insurance for individual vehicle and general liability claims exceeding $0.5 million and workers' compensation claims and employee health insurance claims exceeding approximately $0.3 million, except in Ohio, where we are a qualified self-insured entity with an approximately $0.4 million self-insured retention. The amount of self-insurance loss reserves and loss adjustment expenses is determined based on an estimation process that uses information obtained from both company-specific and industry data, as well as general economic information. The estimation process for self-insurance loss exposure requires management to continuously monitor and evaluate the life cycle of claims. Using data obtained from this monitoring and our assumptions about the emerging trends, management develops information about the size of ultimate claims based on its historical experience and other available market information. The most significant assumptions used in the estimation process include determining the trend in loss costs, the expected consistency in the frequency and severity of claims incurred but not yet reported, changes in the timing of the reporting of losses from the loss date to the notification date, and expected costs to settle unpaid claims. Management also monitors the reasonableness of the judgments made in the prior year's estimation process (referred to as a hindsight analysis) and adjusts current year assumptions based on the hindsight analysis. Additionally, we utilize actuarial analysis to evaluate open vehicle liability and workers' compensation claims and estimate the ongoing development exposure.

Changes in the inputs described above, such as claim life cycles, severity of claims and trends in loss costs, can result in material changes to our self-insurance loss reserves.  Historically, significant changes in one assumption or changes in several assumptions have resulted in both increases and decreases to self-insurance loss reserves.  Based on facts and circumstances one significant claim, such as a dock or vehicle accident, could result in an immediate increase in our self-insurance loss reserves of at least $0.5 million, our self-insured retention limit.  Significant facts and circumstances for a claim would involve the degree of injuries, whether fatalities occurred, the amount of property damage, the degree of our involvement and whether or not our employees or representatives followed our processes and procedures.  However, changes in the above variables could also reduce our self-insurance loss reserves.  For example, during the second quarter of 2011, we reduced our workers' compensation loss reserve by approximately $1.0 million as the result of improvements in our loss experience and in the severity of claims incurred over a certain period of time.

Valuation of Goodwill

We test our goodwill for impairment annually or more frequently if events or circumstances indicate impairment may exist. Examples of such events or circumstances could include a significant change in business climate or a loss of significant customers. We complete our annual analysis of our reporting units as of the last day of our second quarter, June 30th.  We have two reporting units - Forward Air and FASI. In evaluating reporting units, we first consider our operating segment and related components in accordance with U.S. GAAP. Goodwill is allocated to reporting units that are expected to benefit from the business combinations generating the goodwill. We apply a two-step fair value-based test to assess goodwill for impairment. The first step compares the fair values of the reporting units to their carrying amounts, including goodwill. If the carrying amount of any reporting unit exceeds its fair value, the second step is then performed. The second step compares the carrying amount of the reporting unit's goodwill to the implied fair value of the goodwill. If the implied fair value of the goodwill is less than the carrying amount, an impairment loss would be recorded.

We determine the fair value of our reporting units based on a combination of a market approach, which considers comparable companies, and the income approach, using a discounted cash flow model. Under the market approach, valuation multiples are derived based on a selection of comparable companies and applied to projected operating data for each reporting unit to arrive at an indication of fair value. Under the income approach, the discounted cash flow model determines fair value based on the present value of management prepared projected cash flows over a specific projection period and a residual value related to future cash flows beyond the projection period. Both values are discounted using a rate which reflects our best estimate of the weighted average cost of capital of a market participant, and is adjusted for appropriate risk factors. We believe the most sensitive estimate used in our income approach is the management prepared projected cash flows.  Consequently, we perform sensitivity tests to ensure reductions of the present value of the projected cash flows by at least 10% would not adversely impact the results of the goodwill impairment tests.  Historically, we have equally weighted the income and market approaches as we believed the quality and quantity of the collected information were approximately equal.

Our 2011 calculations indicated that, as of June 30, 2011, the fair values of Forward Air and FASI exceeded their carrying values by over 200.0% and approximately 37.0%, respectively.  For our 2011 analysis the significant assumptions used for the income approach were 10 years of projected net cash flows, discount rates of 14.5% and 21.0% for Forward Air and FASI,

respectively, and a long-term growth rate of 5%.  These estimates used to calculate the fair value of our reporting units change from year to year based on operating results, market conditions, and other factors. Changes in these estimates and assumptions could materially affect the determination of the reporting unit's fair value and goodwill impairment for each reporting unit.  For example, during the first quarter of 2009, we determined there were indicators of potential impairment of the goodwill assigned to the FASI segment.  This determination was based on the continuing economic recession, declines in current market valuations, FASI operating losses in excess of expectations and reductions of projected net cash flows.  As a result, we performed an interim impairment test as of March 31, 2009.  Based on the results of the interim impairment test, we concluded that an impairment loss was probable and could be reasonably estimated.  Consequently, we recorded a goodwill impairment charge of $7.0 million related to the FASI segment during the first quarter of 2009.

Earnings estimated to be generated by our Forward Air segment are expected to continue supporting the $37.9 million carrying value of its goodwill. Our FASI segment is currently facing the challenges of building, expanding and diversifying its revenue base. If FASI's efforts are significantly delayed, future estimates of projected financial information may again be significantly reduced, and we may be required to record an impairment charge up to the $5.3 million carrying value of FASI's goodwill.

Exhibit B: Revised Presentation of Earnings per Share Calculation

 2011

 2010

 2009

Numerator:

   Numerator for basic and diluted net income per share

 $

 47,199

 $

 32,036

 $

 9,802

Denominator:

   Denominator for basic net income per share -

      weighted-average shares (in thousands)

 29,052

 28,984

 28,928

   Effect of dilutive stock options

 333

 —

 —

December 7, 2012

Via E -mail
Mr. Rodney L. Bell
Chief Financial Officer
Forward Air Corporation
430 Airport Road
Greenville, Tennessee 37745

Re: Forward Air Corporation
 Form 10-K for  the year ended December 31, 2011
Filed February 24 , 2012
File No. 000-22490

Dear Mr. Bell:

We have reviewed your filing  and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within 10 business days by confirming that you will revise
your document in future filings and providing any requested information.   If you do not believe
our comments apply to your facts and circumstances , please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have additional comments.

Annual Report on Form 10 -K for the year ended December 31, 2011

Management’s Discussion and Analy sis of Financial Condition and Results of Operations, page
23
Discussion of Critical Accounting Policies, page 40

1. We note that your critical accounting policies dis closure is substantially similar  to your
accounting policies disclosures provided in Note 1  to the financial statements .  The
critical accounting policies disclosure in MD&A should supplement, not duplicate, the
description of accounting policies disclosed in the notes.  In this regard, please ensure
that your critical accounting estimates discl osure – (i) provides greater insight into the
quality and variability of information in the consolidated financial statements; (ii)
addresses specifically why the accounting estimates or assumptions bear the risk of
change; (iii) analyzes the factors on ho w the company  arrived at material estimates

Mr. Rodney L. Bell
Forward Air Corporation
December 7 , 2012
Page 2

 including how the estimates or assumptions have changed in the past and are reasonably
likely to change in the future; and (iv) analyzes the specific sensitivity to change of your
critical accounting estimates or  assumptions based on other outcomes with quantitative
and qualitative disclosure, as necessary.   Refer to the guidance in Section V of FRR -72
(Release No. 33 -8350) and revise accordingly.

Liquidity and Capital Resources, page 44

2. Please revise your MD&A  discussion of cash flows from operating, investing and
financing activities to cover the three years presented in your financial statements as
required by  Item 303(a) of Regulation S -K.

Financial Statements, page F -1
Notes to Consolidated Financial State ments, page F -9
5. Shareholders’ Equity, Stock Options and Net Income per Share, page F -16

3. We note a considerable amount of stock options and non -vested shares to both employees
and directors, as well as performance shares outstanding at December 31, 2011 .
However, only 383,000 and 649,000 were dilutive and antidilutive, respectively, to
earnings per share at December 31, 2011.  In this regard, please tell us, and revise to
disclose, how each category of share -based compensation presented in Note 5 affect ed
your earnings per share for the year ended December 31, 2011.  Refer to ASC 260.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of t he disclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the  federal securities laws of the United States.

Mr. Rodney L. Bell
Forward Air Corporation
December 7 , 2012
Page 3

 You may contact Heather Clark at 202 -551-3624 or Claire Erlanger at 202 -551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact me at 202 -551-3813 with any other questions.

Sincerely,

 /s/ Linda Cvrkel

 Linda Cvrkel
Branch Chief

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE

Mail Stop 3561          February 14, 2008  Bruce A. Campbell Chief Executive Officer Forward Air Corporation 430 Airport Road Greeneville, TN 37745
 Re: Forward Air Corporation
  File Number:  000-22490
  Form 10-K for the fiscal year ended December 31, 2006

Dear Mr. Campbell:   We have completed our legal review of your Form 10-K for the fiscal year
December 31, 2006 and related disclosure, and we have no further comments at this time.
  Please note that the company is responsib le for the adequacy and accuracy of the
disclosure in its filing.  We  are not approving any proposed  disclosure you may have
included in your response lette r or any disclosure you include in your future filings in
response to our comments.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the staff of the Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.
 Please contact me at (202) 551-3314 with any other questions.

Sincerely,

Daniel Morris Attorney-Advisor

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                                   Forward Air
                                   Corporation

                                      January 15, 2008

Max A. Webb
Assistant Director
Securities and Exchange Commission
Washington, DC 20549

            Re:   File Number 000-22490
                  Form 10-K for the fiscal year ended December 31, 2006

Dear Mr. Webb:

     We are in receipt of your  correspondence  to Forward Air Corporation  (the
"Company")  dated December 20, 2007 (the  "letter").  The letter was received on
January 9, 2007 by Bruce A. Campbell, our Chairman,  Chief Executive Officer and
President. Please accept this as the Company's response to the matters set forth
in the letter.

     From our review of the letter, it is our understanding  that the Securities
and Exchange  Commission (the "Commission") has conducted a "targeted review" of
the Company's  Form 10-K filing for the fiscal year ended  December 31, 2006 and
specifically Schedule 14A (collectively "the filing") to that filing.

     In responding to the letter, the Company acknowledges from the outset that:

          o    It  is   responsible   for  the  adequacy  and  accuracy  of  the
               disclosures filed with the Commission;

          o    It  understands   that  staff  comments  and/or  changes  to  its
               disclosure  in response to staff  comments does not foreclose the
               Commission from taking action with respect to the filing; and

          o    It may not assert staff  comments as a defense in any  proceeding
               initiated  by the  Commission  or any  person  under the  federal
               securities laws of the United States.

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Max  A. Webb
Assistant Director
Securities and Exchange Commission
Page 2

     The Commission has requested that, in future filings, the Company "disclose
the performance  goals, both target and stretch,  that must be achieved in order
for" our executive  officers to earn their annual  incentive  compensation.  The
Company  acknowledges  the  Commission's  request and will  disclose  target and
stretch  performance  goals in future  filings,  to the extent  that the Company
continues to utilize such  performance  metrics in determining  annual incentive
awards for its executive officers.

     The Company is committed to satisfying the  requirements  of all applicable
securities  laws  of the  United  States  and  providing  its  shareholders  and
prospective investors with adequate and accurate disclosure of information.

     Should you have any questions regarding the Company's  response,  please do
not hesitate to contact the undersigned.

                                           Sincerely,

                                           Matthew J. Jewell

                                           Executive Vice President and

                                           Chief Legal Officer
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