8-K

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 27, 2003

FORWARD AIR CORPORATION

(Exact name of registrant as specified in its charter)

Tennessee	000-22490	62-1120025
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer
		Identification No.)

430 Airport Road Greeneville, Tennessee	37745
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (423) 636-7000

Not Applicable

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

EX-99.1 PRESS RELEASE DATED 10/27/03

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c) Exhibits

     The following exhibit is furnished pursuant to Items 9 and 12 of Form 8-K:

     99.1    Press Release dated October 27, 2003.

Item 9. Regulation FD Disclosure.

At its meeting on October 27, 2003, the Board of Directors of the Registrant named Bruce A. Campbell as the new Chief Executive Officer replacing Scott M. Niswonger, who will remain as Chairman of the Board of Directors. The Registrant’s press release dated October 27, 2003 announcing the appointment of the new Chief Executive Officer is attached hereto as Exhibit 99.1.

Item 12. Results of Operations and Financial Condition.

The Registrant has reported its third quarter 2003 financial results. The Registrant’s press release dated October 27, 2003 announcing the results is attached hereto as Exhibit 99.1.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FORWARD AIR CORPORATION
Date: October 27, 2003	By:	/s/ Andrew C. Clarke Andrew C. Clarke Chief Financial Officer, Senior Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release issued October 27, 2003.

EX-99.1 3 g85415exv99w1.txt EX-99.1 PRESS RELEASE DATED 10/27/03 [FORWARD AIR CORPORATION LOGO] NEWS RELEASE Contact: Andrew C. Clarke Chief Financial Officer and Senior Vice President (423) 636-7000 FORWARD AIR CORPORATION REPORTS THIRD QUARTER RESULTS AND APPOINTMENT OF NEW CEO - EPS UP 38.1% ON REVENUE GAINS OF 5.4% - BRUCE CAMPBELL NAMED NEW CEO - SCOTT NISWONGER TO CONTINUE AS CHAIRMAN GREENEVILLE, Tenn. (October 27, 2003) -- Forward Air Corporation (Nasdaq/NM:FWRD), a high-service-level contractor to the air cargo industry providing time-definite service in the United States and Canada, today reported results for the third quarter of 2003. Income from operations for the quarter ended September 30, 2003 increased 38.9% to $10.0 million from $7.2 million in the prior-year quarter. Operating revenue for the period increased 5.4% to $60.5 million compared with $57.4 million for the same quarter in 2002. Net income for the third quarter of 2003 increased 37.0% to $6.3 million from $4.6 million in the prior-year quarter. Diluted earnings per share for the third quarter of 2003 were $0.29, an increase of 38.1% compared with $0.21 in the prior-year quarter. Income from operations for the nine months ended September 30, 2003 was $28.6 million, an increase of 21.7%, compared with $23.5 million in the prior-year period. Operating revenue for the period was $176.3 million compared with $166.7 million for the same period in 2002, an increase of 5.8%. Net income for the first nine months of 2003 was $18.1 million, an increase of 22.3%, compared with $14.8 million in the prior-year period. Diluted earnings per share for the first nine months of 2003 were $0.84, an increase of 25.4%, compared with $0.67 in the prior-year period. Today, Forward Air also announced that Bruce Campbell, after 13 years with the Company as Chief Operating Officer, has been named Chief Executive Officer. Company founder Scott Niswonger will continue as the non-executive Chairman of the Board. Bruce A. Campbell, President and CEO stated, "We are pleased to report another strong quarter during 2003. Through its continued focus on profitable growth and cost controls, the Company was able to deliver greater earnings to the bottom line than any other third quarter period in our history. Revenue from the airport-to-airport network continued to grow at 5.3% during the quarter led by improvements in average revenue per pound. Logistics revenue, while down 5.6% during the quarter, did show improvement as the quarter progressed as we were able to replace previously announced discontinued business with more profitable revenue." Forward Air Corporation Reports Third Quarter Results and Appointment of New CEO October 27, 2003 Page 2 CAMPBELL NAMED NEW CEO; NISWONGER TO CONTINUE AS CHAIRMAN At its meeting on October 27, the Board of Directors of Forward Air named Bruce A. Campbell as the new CEO replacing Scott M. Niswonger, who will remain as the non-executive Chairman of the Board. Commenting on the succession, Scott Niswonger stated, "Forward Air has grown from an idea 13 years ago to a leading provider of time-definite transportation to the air cargo industry recognized by Forbes Magazine five years in a row as one of the "Best 200 Small Companies." Bruce Campbell has played a critical role in our success and I believe his leadership will allow the Company to expand its service offerings and customers." Bruce Campbell was named President in 1998 after serving as the Executive Vice President and Chief Operating Officer since 1990 when he joined the Company. EARNINGS CALL INFORMATION Forward Air Corporation will hold its quarterly conference call to discuss third quarter results on Tuesday, October 28, 2003, at 9:00 a.m. EST. The Company's conference call will be available online at www.forwardair.com. The live webcast will begin at 9:00 a.m. EST on Tuesday, October 28, with the replay beginning shortly after the completion of the live call. Additionally, interested parties may participate in the call by dialing (877) 888-7019. Forward Air Corporation Reports Third Quarter Results and Appointment of New CEO October 27, 2003 Page 3 FORWARD AIR CORPORATION CONDENSED STATEMENTS OF INCOME (UNAUDITED) (In thousands, except per share data)

Three months ended Nine months ended -------------------- -------------------- 9/30/03 9/30/02 9/30/03 9/30/02 -------- -------- -------- -------- Operating revenue $ 60,513 $ 57,447 $176,333 $166,699 Operating expenses: Purchased transportation 25,519 25,712 74,174 72,494 Salaries, wages and employee benefits 13,464 12,992 39,886 37,173 Operating leases 3,250 3,002 9,625 8,991 Depreciation and amortization 1,888 1,849 5,440 5,615 Insurance and claims 1,508 1,327 4,140 4,117 Other operating expenses 4,865 5,351 14,461 14,813 -------- -------- -------- -------- 50,494 50,233 147,726 143,203 -------- -------- -------- -------- Income from operations 10,019 7,214 28,607 23,496 Other income, net 107 141 375 384 -------- -------- -------- -------- Income before income taxes 10,126 7,355 28,982 23,880 Income taxes 3,797 2,795 10,869 9,074 -------- -------- -------- -------- Net income $ 6,329 $ 4,560 $ 18,113 $ 14,806 ======== ======== ======== ======== Income per share: Basic $ 0.30 $ 0.21 $ 0.85 $ 0.69 Diluted $ 0.29 $ 0.21 $ 0.84 $ 0.67 Weighted average shares outstanding: Basic 21,341 21,669 21,279 21,595 Diluted 21,782 22,084 21,671 22,221

FORWARD AIR CORPORATION CONDENSED BALANCE SHEET (In thousands)

9/30/03 12/31/02 --------- ----------- Assets: Unaudited Audited (a) Cash and short-term investments $ 76,660 $ 53,916 Other current assets 36,552 34,858 Property and equipment, net 34,304 37,173 Other assets 19,121 19,564 -------- -------- Total assets $166,637 $145,511 ======== ======== Liabilities and shareholders' equity: Current liabilities $ 18,173 $ 18,690 Long-term obligations 10,090 8,475 Shareholders' equity 138,374 118,346 -------- -------- Total liabilities and shareholders' equity $166,637 $145,511 ======== ========

(a) Taken from audited financial statements, which are not presented in their entirety. Forward Air Corporation Reports Third Quarter Results and Appointment of New CEO October 27, 2003 Page 4 IMPORTANT INFORMATION This report contains statements with respect to the Company's beliefs and expectations of the outcomes of future events that are forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. Written forward-looking statements may appear in documents filed with the Securities and Exchange Commission, in press releases and in reports to shareholders. Oral forward-looking statements may be made by the Company's executive officers and directors on behalf of the Company to the press, potential investors, securities analysts and others. The Private Securities Litigation Reform Act of 1995 contains a safe harbor for forward-looking statements. The Company relies on this safe harbor in making such disclosures. In connection with this safe harbor provision, the Company is hereby identifying important factors that could cause actual results to differ materially from those contained in any forward-looking statement made by or on behalf of the Company in this press release. Without limitation, factors that might cause such a difference include economic factors such as recessions, inflation, higher interest rates and downturns in customer business cycles, the Company's inability to maintain its historical growth rate because of a decreased volume of freight moving through the Company's network or decreased average revenue per pound of freight moving through the network, increasing competition and pricing pressure, surplus inventories, loss of a major customer, the creditworthiness of the Company's customers and their ability to pay for services rendered, the Company's ability to secure terminal facilities in desirable locations at reasonable rates, the inability of the Company's information systems to handle an increased volume of freight moving through its network, changes in fuel prices, claims for property damage, personal injuries or workers' compensation, employment matters including rising health care costs, enforcement of and changes in governmental regulations, environmental and tax matters, the handling of hazardous materials, the availability and compensation of qualified independent owner-operators and freight handlers needed to serve the Company's transportation needs and our inability to successfully integrate acquisitions. As a result of the foregoing, no assurance can be given as to future financial condition, cash flows, or results of operations. Forward-looking statements can be identified by words such as "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," and similar expressions. The Company does not undertake any obligation to update or to release publicly any revisions to forward-looking statements contained in this report to reflect events or circumstances occurring after the date of this report or to reflect the occurrence of unanticipated events. -END- -----END PRIVACY-ENHANCED MESSAGE-----

EX-99.1

                         [FORWARD AIR CORPORATION LOGO]


                                                                    NEWS RELEASE

Contact: Andrew C. Clarke
         Chief Financial Officer
         and Senior Vice President
         (423) 636-7000

              FORWARD AIR CORPORATION REPORTS THIRD QUARTER RESULTS
                           AND APPOINTMENT OF NEW CEO

                     - EPS UP 38.1% ON REVENUE GAINS OF 5.4%
                       - BRUCE CAMPBELL NAMED NEW CEO
                     - SCOTT NISWONGER TO CONTINUE AS CHAIRMAN

GREENEVILLE, Tenn. (October 27, 2003) -- Forward Air Corporation
(Nasdaq/NM:FWRD), a high-service-level contractor to the air cargo industry
providing time-definite service in the United States and Canada, today reported
results for the third quarter of 2003.

Income from operations for the quarter ended September 30, 2003 increased 38.9%
to $10.0 million from $7.2 million in the prior-year quarter. Operating revenue
for the period increased 5.4% to $60.5 million compared with $57.4 million for
the same quarter in 2002. Net income for the third quarter of 2003 increased
37.0% to $6.3 million from $4.6 million in the prior-year quarter. Diluted
earnings per share for the third quarter of 2003 were $0.29, an increase of
38.1% compared with $0.21 in the prior-year quarter.

Income from operations for the nine months ended September 30, 2003 was $28.6
million, an increase of 21.7%, compared with $23.5 million in the prior-year
period. Operating revenue for the period was $176.3 million compared with $166.7
million for the same period in 2002, an increase of 5.8%. Net income for the
first nine months of 2003 was $18.1 million, an increase of 22.3%, compared with
$14.8 million in the prior-year period. Diluted earnings per share for the first
nine months of 2003 were $0.84, an increase of 25.4%, compared with $0.67 in the
prior-year period.

Today, Forward Air also announced that Bruce Campbell, after 13 years with the
Company as Chief Operating Officer, has been named Chief Executive Officer.
Company founder Scott Niswonger will continue as the non-executive Chairman of
the Board.

Bruce A. Campbell, President and CEO stated, "We are pleased to report another
strong quarter during 2003. Through its continued focus on profitable growth and
cost controls, the Company was able to deliver greater earnings to the bottom
line than any other third quarter period in our history. Revenue from the
airport-to-airport network continued to grow at 5.3% during the quarter led by
improvements in average revenue per pound. Logistics revenue, while down 5.6%
during the quarter, did show improvement as the quarter progressed as we were
able to replace previously announced discontinued business with more profitable
revenue."



Forward Air Corporation Reports Third Quarter Results and Appointment of New CEO
October 27, 2003
Page 2


CAMPBELL NAMED NEW CEO; NISWONGER TO CONTINUE AS CHAIRMAN

At its meeting on October 27, the Board of Directors of Forward Air named Bruce
A. Campbell as the new CEO replacing Scott M. Niswonger, who will remain as the
non-executive Chairman of the Board. Commenting on the succession, Scott
Niswonger stated, "Forward Air has grown from an idea 13 years ago to a leading
provider of time-definite transportation to the air cargo industry recognized by
Forbes Magazine five years in a row as one of the "Best 200 Small Companies."
Bruce Campbell has played a critical role in our success and I believe his
leadership will allow the Company to expand its service offerings and
customers."

Bruce Campbell was named President in 1998 after serving as the Executive Vice
President and Chief Operating Officer since 1990 when he joined the Company.

EARNINGS CALL INFORMATION

Forward Air Corporation will hold its quarterly conference call to discuss third
quarter results on Tuesday, October 28, 2003, at 9:00 a.m. EST. The Company's
conference call will be available online at www.forwardair.com. The live webcast
will begin at 9:00 a.m. EST on Tuesday, October 28, with the replay beginning
shortly after the completion of the live call. Additionally, interested parties
may participate in the call by dialing (877) 888-7019.




Forward Air Corporation Reports Third Quarter Results and Appointment of New CEO
October 27, 2003
Page 3


                             FORWARD AIR CORPORATION
                   CONDENSED STATEMENTS OF INCOME (UNAUDITED)
                      (In thousands, except per share data)




                                            Three months ended      Nine months ended
                                           --------------------    --------------------
                                           9/30/03     9/30/02     9/30/03     9/30/02
                                           --------    --------    --------    --------
                                                                   
Operating revenue                          $ 60,513    $ 57,447    $176,333    $166,699

Operating expenses:
   Purchased transportation                  25,519      25,712      74,174      72,494
   Salaries, wages and employee
      benefits                               13,464      12,992      39,886      37,173
   Operating leases                           3,250       3,002       9,625       8,991
   Depreciation and amortization              1,888       1,849       5,440       5,615
   Insurance and claims                       1,508       1,327       4,140       4,117
   Other operating expenses                   4,865       5,351      14,461      14,813
                                           --------    --------    --------    --------
                                             50,494      50,233     147,726     143,203
                                           --------    --------    --------    --------
Income from operations                       10,019       7,214      28,607      23,496
Other income, net                               107         141         375         384
                                           --------    --------    --------    --------
Income before income taxes                   10,126       7,355      28,982      23,880
Income taxes                                  3,797       2,795      10,869       9,074
                                           --------    --------    --------    --------
Net income                                 $  6,329    $  4,560    $ 18,113    $ 14,806
                                           ========    ========    ========    ========

Income per share:
   Basic                                   $   0.30    $   0.21    $   0.85    $   0.69
   Diluted                                 $   0.29    $   0.21    $   0.84    $   0.67

Weighted average shares outstanding:
   Basic                                     21,341      21,669      21,279      21,595
   Diluted                                   21,782      22,084      21,671      22,221



                             FORWARD AIR CORPORATION
                             CONDENSED BALANCE SHEET
                                 (In thousands)




                                                                9/30/03        12/31/02
                                                               ---------     -----------
                                                                       
Assets:                                                        Unaudited     Audited (a)
   Cash and short-term investments                              $ 76,660      $ 53,916
   Other current assets                                           36,552        34,858
   Property and equipment, net                                    34,304        37,173
   Other assets                                                   19,121        19,564
                                                                --------      --------

Total assets                                                    $166,637      $145,511
                                                                ========      ========

Liabilities and shareholders' equity:
   Current liabilities                                          $ 18,173      $ 18,690
   Long-term obligations                                          10,090         8,475
   Shareholders' equity                                          138,374       118,346
                                                                --------      --------

Total liabilities and shareholders' equity                      $166,637      $145,511
                                                                ========      ========



(a) Taken from audited financial statements, which are not presented in their
entirety.



Forward Air Corporation Reports Third Quarter Results and Appointment of New CEO
October 27, 2003
Page 4



IMPORTANT INFORMATION

This report contains statements with respect to the Company's beliefs and
expectations of the outcomes of future events that are forward-looking
statements as defined in the Private Securities Litigation Reform Act of 1995.
Written forward-looking statements may appear in documents filed with the
Securities and Exchange Commission, in press releases and in reports to
shareholders. Oral forward-looking statements may be made by the Company's
executive officers and directors on behalf of the Company to the press,
potential investors, securities analysts and others. The Private Securities
Litigation Reform Act of 1995 contains a safe harbor for forward-looking
statements. The Company relies on this safe harbor in making such disclosures.
In connection with this safe harbor provision, the Company is hereby identifying
important factors that could cause actual results to differ materially from
those contained in any forward-looking statement made by or on behalf of the
Company in this press release. Without limitation, factors that might cause such
a difference include economic factors such as recessions, inflation, higher
interest rates and downturns in customer business cycles, the Company's
inability to maintain its historical growth rate because of a decreased volume
of freight moving through the Company's network or decreased average revenue per
pound of freight moving through the network, increasing competition and pricing
pressure, surplus inventories, loss of a major customer, the creditworthiness of
the Company's customers and their ability to pay for services rendered, the
Company's ability to secure terminal facilities in desirable locations at
reasonable rates, the inability of the Company's information systems to handle
an increased volume of freight moving through its network, changes in fuel
prices, claims for property damage, personal injuries or workers' compensation,
employment matters including rising health care costs, enforcement of and
changes in governmental regulations, environmental and tax matters, the handling
of hazardous materials, the availability and compensation of qualified
independent owner-operators and freight handlers needed to serve the Company's
transportation needs and our inability to successfully integrate acquisitions.
As a result of the foregoing, no assurance can be given as to future financial
condition, cash flows, or results of operations. Forward-looking statements can
be identified by words such as "expects," "anticipates," "intends," "plans,"
"believes," "estimates," "projects," and similar expressions. The Company does
not undertake any obligation to update or to release publicly any revisions to
forward-looking statements contained in this report to reflect events or
circumstances occurring after the date of this report or to reflect the
occurrence of unanticipated events.

                                      -END-