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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.
 Thomas Schmitt
FirstName
Forward AirLastNameThomas   Schmitt
              Corporation
Comapany
April       NameForward Air Corporation
       15, 2021
April 215, 2021 Page 2
Page
FirstName LastName
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
 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.



FirstName LastNameThomas Schmitt                             Sincerely,
Comapany NameForward Air Corporation
                                                             Division of
Corporation Finance
April 15, 2021 Page 3                                        Office of Energy &
Transportation
FirstName LastName
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