v3.26.3
LONG-TERM DEBT
4 Months Ended
Sep. 30, 2026
Debt Disclosure [Abstract]  
LONG-TERM DEBT LONG-TERM DEBT
The components of long-term debt (net of discounts and debt issuance costs), along with maturity dates for the years subsequent to May 31, 2026, are as follows (in millions):
Amount Outstanding
Interest Rate %Year of MaturitySeptember 30,
2026
May 31,
2026
Unsecured debt:
Term loan facility5.15 %2029$499 $599 
Senior unsecured note4.30 %2029994 993 
Senior unsecured note4.65 %2031992 991 
Senior unsecured note4.95 %2033693 693 
Senior unsecured note5.25 %2036988 988 
Total unsecured debt4,166 4,264 
Finance lease liabilities255 263 
Total long-term debt4,421 4,527 
Current portion of long-term debt45 43 
Long-term debt, less current portion$4,376 $4,484 
In preparation for the Spin-Off, FedEx Freight issued $3.7 billion of senior unsecured notes (the “Notes”) and a $0.6 billion three-year delayed draw term loan (the “Term Loan Facility”). Substantially all of the proceeds from the Notes and Term Loan Facility were used to fund the distribution of approximately $4.1 billion in cash to FedEx at the closing of the Spin-Off. Obligations under the Notes and Term Loan Facility were jointly and severally guaranteed by FedEx and FedEx Freight, Inc. until the completion of the Spin-Off, when FedEx was automatically released from its guarantees and FedEx Custom Critical, Inc., a wholly owned subsidiary of FedEx Freight, joined FedEx Freight, Inc. as a guarantor of the Notes.
Long-term debt, exclusive of finance leases, had carrying values of $4.2 billion at September 30, 2026 and $4.3 billion at May 31, 2026, with estimated fair values of $4.0 billion at September 30, 2026 and $4.2 billion at May 31, 2026. The annualized weighted-average interest rate on long-term debt was 4.82% at September 30, 2026. The fair value of our long-term debt is classified as Level 2 within the fair value hierarchy.
CREDIT FACILITIES. On January 15, 2026, FedEx Freight entered into (a) a five-year revolving credit facility in an aggregate committed amount of $1.2 billion (including a letter of credit sub-facility in an aggregate face amount of up to $50 million) (the “Revolving Credit Facility”) and (b) the Term Loan Facility in the aggregate principal amount of $0.6 billion (together with the Revolving Credit Facility, the “Credit Facilities”). As of September 30, 2026, $500 million was outstanding under the Term Loan Facility and no amounts were outstanding under the Revolving Credit Facility.
The Credit Facilities require that we maintain, on a quarterly basis, a total leverage ratio of no more than (a) in the case of any fiscal quarter ending prior to January 1, 2027, 3.75:1.00 and (b) in the case of any fiscal quarter ending on or after January 1, 2027, 3.50:1.00. As of September 30, 2026, our total leverage ratio was 2.61:1.00.
The proceeds of the borrowings under the Revolving Credit Facility will be used for general corporate purposes and to pay fees and expenses related to the Spin-Off. Letters of credit issued under the Revolving Credit Facility will be used for general corporate purposes.
On October 7, 2026, we entered into amendments to the Credit Facilities. Pursuant to the amendments, we may elect to borrow under the Revolving Credit Facility at a Daily Simple SOFR rate with a same-day borrowing notice. Additionally, the amendments revise the definition of consolidated EBITDA for purposes of calculating the total leverage ratio to permit the add-back of certain non-cash charges associated with share-based employee compensation.