DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION |
4 Months Ended |
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Sep. 30, 2026 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION | DESCRIPTION OF BUSINESS AND BASIS OF PRESENTATION BACKGROUND. FedEx Freight Holding Company, Inc. (“FedEx Freight,” the “Company,” “we,” or “our”) was incorporated in Delaware on July 14, 2025, for the purpose of receiving, pursuant to a reorganization, all of the outstanding equity interests of FedEx Freight, Inc., an indirect wholly owned subsidiary of FedEx Corporation (the “Parent” or “FedEx”). On June 1, 2026 (the “Distribution Date”), FedEx completed the spin-off of FedEx Freight (the “Spin-Off” or the “Separation”), which was tax-free for U.S. federal income tax purposes. The Separation was completed through the distribution of approximately 80.1% of the Company’s outstanding common stock to holders of record of FedEx common stock as of the close of business on May 15, 2026 (the “Distribution”), which resulted in the issuance of approximately 150 million shares of common stock inclusive of FedEx’s retained stake. Prior to the Distribution, the Company issued 100 shares of common stock in exchange for a subscription receivable of $10, all of which were held by FedEx. On May 27, 2026, the Company effected a recapitalization whereby those shares were reclassified and converted into 149,505,248 shares of common stock. In connection with the Spin-Off, the Company became an independent, publicly traded company. Our common stock is listed under the symbol “FDXF” on the New York Stock Exchange. Unless the context otherwise requires, references to “FedEx Freight,” the “Company,” “we,” or “our” refer to (i) FedEx Freight Holding Company, Inc. and its direct and indirect subsidiaries after giving effect to the reorganization completed on May 29, 2026 in preparation for the Spin-Off and (ii) FedEx Freight, Inc. when referencing the time period prior to the reorganization. DESCRIPTION OF BUSINESS. FedEx Freight is a leading North American provider of less-than-truckload (“LTL”) freight transportation services. We offer a range of services designed to meet the diverse needs of LTL shippers including time-critical transportation needs leveraging our advanced tracking capabilities and a comprehensive network of service centers and hubs that facilitate efficient delivery and pickup. FedEx Freight service offerings include priority services when speed is critical and economy services when time can be traded for savings. FedEx Freight is our sole reportable segment based upon the information used by our chief operating decision maker (“CODM”) in evaluating the performance of our business and allocating resources and capital. FISCAL YEARS. Effective June 1, 2026, the Company’s fiscal year-end changed from May 31 to December 31. The accompanying unaudited condensed consolidated financial statements present our financial position as of September 30, 2026 and May 31, 2026; our results of operations and changes in stockholders’ equity for the three- and four-month periods ended September 30, 2026 and 2025; and cash flows for the four-month periods ended September 30, 2026 and 2025. Refer to Note 4, Additional Financial Information, for additional information regarding the periods presented and related comparisons. BASIS OF PRESENTATION. These unaudited condensed consolidated financial statements of FedEx Freight have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and Securities and Exchange Commission (“SEC”) instructions for interim financial information and should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended May 31, 2026 (“Annual Report”). Accordingly, certain disclosures required by GAAP and normally included in annual financial statements have been omitted. For the periods presented in these financial statements prior to the Spin-Off, FedEx Freight operated as part of FedEx and consisted of several legal entities. Separate financial statements were not historically prepared for FedEx Freight. The financial statements for periods prior to the Spin-Off were derived from FedEx’s historical accounting records and presented as if FedEx Freight’s operations had been conducted independently from FedEx, using the historical accounting policies applied by FedEx. As discussed in the Annual Report, the results of FedEx Custom Critical, Inc. (“FedEx Custom Critical”) and FedEx Freight Canada Corp. have been retrospectively included for the periods ended prior to June 1, 2026, as the contribution of these entities to FedEx Freight was accounted for as a transaction under common control. These financial statements are presented on a consolidated basis for all periods presented. Following completion of the Spin-Off, FedEx Freight began operating as an independent, publicly traded company. Accordingly, transactions and balances after June 1, 2026 reflect the Company's stand-alone operations, capital structure, financing arrangements, and cash management activities. The historical results of operations, financial position, and cash flows of FedEx Freight prior to the Spin-Off presented in these financial statements may not be indicative of what they would have been had FedEx Freight been an independent stand-alone entity. In the opinion of management, these financial statements reflect all adjustments, including normal recurring adjustments, that are necessary for a fair presentation of results of operations and financial condition for the interim periods shown. The results for the current interim periods are not necessarily indicative of results for the full year. The financial statements include all revenue and costs directly attributable to FedEx Freight and, prior to the Spin-Off, an allocation of expenses related to certain FedEx corporate and shared functions. These expenses have been allocated to FedEx Freight based on direct usage or benefit where specifically identifiable, with the remainder allocated pro rata based on an applicable measure of total revenue, headcount, specific revenue by function, transaction volume, or other relevant measures. Management considers these allocations to be a reasonable reflection of the utilization of services or the benefit received. Where allocations of amounts were necessary, the allocations of these amounts were determined on a reasonable basis and the methods were applied consistently for the applicable periods presented prior to the Spin-Off and reflect all of the costs of FedEx Freight. These allocated amounts are not necessarily indicative of the actual amounts that might have been incurred or realized had FedEx Freight operated as an independent, stand-alone entity during the periods presented, nor are they indicative of FedEx Freight’s future operations. Consequently, the financial statements do not necessarily represent the results the Company would have achieved if the Company had operated as a separate, stand-alone entity during the periods presented. It is not practicable to estimate actual costs that would have been incurred had the Company been a separate, stand-alone company during the periods presented. Refer to Note 12, Related Party Transactions, for additional information regarding these allocations. The financial statements include all of the assets and liabilities specifically attributable to FedEx Freight and its subsidiaries, all of which are wholly owned. All intercompany transactions and balances within FedEx Freight have been eliminated in these financial statements. As described in Note 12, Related Party Transactions, certain transactions between FedEx Freight and FedEx prior to the Spin-Off have been included in these financial statements. Prior to the Spin-Off, FedEx used a centralized approach to cash management and financing of its domestic operations. The related balances were increased through daily cash deposits by the Company to FedEx and decreased by cash distributions and disbursements made by FedEx on behalf of FedEx Freight for operating expenses. This arrangement was not reflective of the manner in which we would have financed our domestic operations had we been a stand-alone business separate from FedEx during the periods presented prior to the Spin-Off. As a result of this arrangement, we were dependent on transfers of cash from FedEx to fund our operations in certain situations. The amounts associated with this arrangement are reported in the caption “Accumulated deficit” as a component of (deficit) equity in the accompanying Condensed Consolidated Balance Sheets and as a financing activity on the accompanying Condensed Consolidated Statements of Cash Flows. Refer to Note 12, Related Party Transactions, for further discussion. On May 29, 2026, the Company’s cash pooling arrangement with FedEx was terminated in preparation for the Spin-Off. FedEx’s third-party debt and related interest expense were not attributed to FedEx Freight for the periods presented prior to the Spin-Off because FedEx’s borrowings were neither directly attributable to FedEx Freight nor was FedEx Freight the legal obligor of such borrowings. Refer to Note 13, Commitments and Contingencies, for further discussion of our guarantees of FedEx’s third-party debt during the periods presented. In connection with the Spin-Off, we entered into a series of financing arrangements for which both FedEx and FedEx Freight, Inc. were jointly and severally liable until completion of the Spin-Off. Upon completion of the Spin-Off, FedEx was automatically released from its guarantee of these financing arrangements, and FedEx Custom Critical joined FedEx Freight, Inc. as a guarantor. The borrowings under such financing arrangements are reflected in the “Long-term debt, less current portion” caption on the accompanying Condensed Consolidated Balance Sheets, with a corresponding amount reflected as a Net transfer to Parent. Refer to Note 7, Long-Term Debt, for further discussion on the composition of debt during the periods presented. Certain prior-year balances have been reclassified to conform to the current-year presentation. Costs previously reported within “Fuel,” “Rentals,” and “Maintenance and repairs,” and certain costs previously reported within “Other,” were aggregated and presented within “Operating supplies and expenses.” In addition, the remaining amounts previously included within “Other” were presented separately as “Insurance and claims” and “Operating taxes and licenses,” respectively. These changes had no impact on previously reported total revenue, total operating expenses, operating income, net income, or earnings per share.
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