Form 8-K

8-K — FedEx Freight Holding Company, Inc.

Accession: 0001628280-26-068228

Filed: 2026-10-29

Period: 2026-10-29

CIK: 0002082247

SIC: 4513 (AIR COURIER SERVICES)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — fdxf-20261029.htm (Primary)

EX-99.1 (fdxf-q3ty26earningsrelease.htm)

EX-99.2 (fdxf-q3ty268xkrecastexhibit.htm)

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8-K

8-K (Primary)

Filename: fdxf-20261029.htm · Sequence: 1

fdxf-20261029

FALSE000208224700020822472026-10-292026-10-29

UNITED STATES

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 29, 2026

FedEx Freight Holding Company, Inc.

(Exact name of registrant as specified in its charter)

Commission File Number 001-43059

Delaware

39-3560171

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

8285 Tournament Drive

38125

Memphis, Tennessee

(ZIP code)

(Address of principal executive offices)

(901)-560-0784

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol Name of each exchange on which registered

Common Stock, par value $0.10 per share FDXF New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

EXPLANATORY NOTE

The information in this Report, including Exhibit 99.1 and Exhibit 99.2, is being furnished pursuant to Item 2.02 of Form 8-K and General Instruction B.2 thereunder. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

SECTION 2. FINANCIAL INFORMATION.

Item 2.02. Results of Operations and Financial Condition.

Attached as Exhibit 99.1 and incorporated herein by reference is a copy of FedEx Freight Holding Company, Inc.’s (“FedEx Freight”) press release, dated October 29, 2026, announcing its financial results for the four-month transition period ended September 30, 2026.

Following its spin-off from FedEx Corporation into an independent, publicly traded company on June 1, 2026 (the “Spin-Off”), FedEx Freight changed its fiscal year-end from May 31 to December 31.

Following the Spin-Off, FedEx Freight has revised the presentation of certain income statement line items. Costs previously reported within “Fuel,” “Rentals,” and “Maintenance and repairs,” and certain costs previously reported within “Other,” are aggregated and presented within “Operating supplies and expenses.” In addition, the remaining amounts previously included within “Other” are presented separately as “Insurance and claims” and “Operating taxes and licenses,” respectively. These changes have no impact on previously reported total revenue, total operating expenses, operating income, net income, or earnings per share.

Attached as Exhibit 99.2 and incorporated herein by reference are unaudited, quarterly recast financial and operating results of FedEx Freight for the first two quarters of the calendar year ended December 31, 2026 to reflect this presentation. The recast financial information furnished in Exhibit 99.2 has been derived from previously issued historical financial statements and does not represent a restatement or reissuance of those financial statements. This historical information may not be indicative of what would have been realized had FedEx Freight been an independent stand-alone entity for the periods presented and is not necessarily indicative of FedEx Freight’s future results of operations, comprehensive income, financial position, or cash flows.

SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number Description

99.1

Press Release of FedEx Freight Holding Company, Inc. dated October 29, 2026.

99.2

Unaudited historical financial and operating results.

104 Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document).

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.

FEDEX FREIGHT HOLDING COMPANY, INC.

Date: October 29, 2026

By: /s/ Guy M. Erwin II

Guy M. Erwin II

Senior Vice President and Chief Accounting Officer

EX-99.1

Filename: fdxf-q3ty26earningsrelease.htm · Sequence: 2

FDXF - Q3 TY26 Earnings Release

Exhibit 99.1

FedEx Freight Reports Solid Financial Results for the

Four-Month Transition Period Ended September 30, 2026

Delivered Solid Financial Performance During Inaugural Period as an Independent Company

Achieved Second Consecutive Quarter of Record-Low Claims Ratio, Reflecting Improved Customer Experience

Introduces Positive Outlook for Three Months Ending December 31, 2026

MEMPHIS, Tenn. – October 29, 2026 – FedEx Freight (NYSE: FDXF) today reported financial results for the

four-month transition period ended September 30, 2026.

“Our first four months as a standalone company reflect solid execution across the organization and meaningful

progress against the clear strategic priorities we outlined earlier this year,” said John Smith, president and chief

executive officer, FedEx Freight. “While we are in the early stages of our journey as an independent company,

we are encouraged by the momentum we are seeing across our operational, commercial, and technology

initiatives. Guided by a clear and consistent strategy, we remain confident in the opportunities ahead and our

ability to continue strengthening the business for long-term success.”

Transition to Calendar Year Reporting

This reporting period represents a one-time four-month transition period as the company moves toward a

calendar-year reporting cycle. Results include the month of June and the three months ended September 30,

2026. To support year-over-year comparability, FedEx Freight has published calendarized historical results in an

accompanying Form 8-K and Stat Book that can be found at ir.fedexfreight.com, providing a consistent quarterly

view for year-to-date 2026.

Four Months Ended September 30, 2026 Highlights Compared to Prior Year

•Revenue of $3.3 billion, a 9.2% increase

•Operating income of $383 million, a 6.1% decrease; adjusted operating income of $510 million, a

16.4% increase

•Operating margin of 11.7%, a 190 bps decrease; adjusted operating margin of 15.5%, a 90 bps

increase

•Diluted EPS of $1.54, a 43% decrease; adjusted diluted EPS of $2.15, a 24.6% decrease

•Average daily shipments of 88.9 thousand, a 1.4% decrease

•Revenue per shipment of $413.00, a 10.1% increase; revenue per shipment excluding fuel of

$318.23, a 1.6% increase

•Revenue per hundredweight of $44.03, an 8.6% increase; revenue per hundredweight excluding

fuel of $33.93, a 0.3% increase

•Tonnage per day of 41.7 thousand tons, flat

Four Months Ended September 30, 2026 Financial Summary

FedEx Freight revenue increased 9.2% year-over-year for the four months ended September 30, 2026. The

increase was primarily driven by the favorable impact of fuel surcharge revenue, higher weight per shipment, an

additional operating day, and an increase in base revenue per hundredweight. These factors were partially offset

by softer volumes.

FedEx Freight adjusted operating income increased 16.4% year-over-year for the four months ended September

30, 2026. The increase was primarily driven by higher revenue, partially offset by performance-based

compensation and merit-related expenses, Transition Service Agreement (TSA) costs as a result of the spin-off,

and planned higher costs to operate the standalone business, primarily related to information technology.

“The operational, commercial, and technology progress we achieved during the period is beginning to translate

into tangible financial results,” said Marshall Witt, chief financial officer, FedEx Freight. “Underlying

performance was largely in line with our expectations as our initiatives are strengthening the foundation for

improved growth and profitability. We have updated our transition period outlook to reflect fuel tailwinds and

slightly higher volume assumptions, and we remain confident in the base business as we approach 2027.”

Capital Allocation Priorities

FedEx Freight maintains a disciplined approach to capital allocation, prioritizing an investment-grade balance

sheet, steady investment in the business, and returning capital to shareholders. As of September 30, 2026, FedEx

Freight had $388 million of cash and cash equivalents and total liquidity of $1.6 billion, supporting financial

flexibility to execute its strategic priorities. During the period, the company repaid $100 million of outstanding debt

ahead of schedule with cash generated from operations.

Capital expenditures for the four months ended September 30, 2026 were $151 million, and the company expects

aggregate capital expenditures for the Transition Period (June 1 through December 31, 2026) to total

approximately $365 million. Capital expenditures will be focused on investments in equipment, technology, and

facilities that support safety, service, and operational efficiency.

The company remains committed to returning capital to shareholders and is on track to announce its dividend and

share repurchase plan for calendar year 2027, subject to board approval.

Outlook

FedEx Freight is unable to forecast the mark-to-market (MTM) retirement plan accounting adjustments for the

Transition Period. As a result, FedEx Freight is unable to provide a Transition Period earnings per share (EPS) or

effective tax rate (ETR) outlook on a GAAP basis and is relying on the exemption provided by the Securities and

Exchange Commission (SEC). It is reasonably possible that the Transition Period MTM retirement plan

accounting adjustments could have a material effect on the Transition Period consolidated financial results and

ETR.

For the Transition Period, FedEx Freight is now forecasting:

•Revenue of $5.58 billion to $5.65 billion, which is above the original guidance of a 4% to 6%

revenue growth rate;

•Operating income of $465 million to $485 million, compared to the prior forecast of $475

million to $515 million;

•Adjusted operating income of $695 million to $715 million, compared to the prior forecast of

$605 million to $645 million;

•Operating margin of 8.3% to 8.6%, compared to the prior forecast of 9.0% to 9.5%;

•Adjusted operating margin of 12.5% to 12.7%, compared to the prior forecast of 11.5% to

12.0%;

•Interest expense of approximately $130 million, compared to the prior forecast of

approximately $135 million;

•An ETR of approximately 27% before the MTM retirement plan accounting adjustments,

compared to the prior forecast of 26%;

•Diluted EPS of $1.69 to $1.79 before the MTM retirement plan accounting adjustments, and

$2.80 to $2.90 after also excluding costs related to the spin-off, compared to the prior

forecasts of $1.75 to $1.95 and $2.40 to $2.60, respectively; and

•Outstanding diluted share count of 149.9 million, compared to the prior forecast of 149.5

million.

FedEx Freight is also introducing guidance for the three months ending December 31,

2026:

•Revenue of $2.30 billion to $2.37 billion, compared to $2.07 billion for the three months

ended December 31, 2025;

•Operating income (loss) of $80 million to $100 million, compared to ($14) million for the three

months ended December 31, 2025;

•Adjusted operating income of $185 million to $205 million, compared to $162 million for the

three months ended December 31, 2025;

•Operating margin of 3.5% to 4.2%, compared to (0.7%) for the three months ended

December 31, 2025;

•Adjusted operating margin of 8.0% to 8.6%, compared to 7.8% for the three months ended

December 31, 2025;

•Interest expense of approximately $55 million;

•An ETR of approximately 27% before the MTM retirement plan accounting adjustments,

compared to 25.2% for the three months ended December 31, 2025;

•Diluted EPS of $0.15 to $0.25 before the MTM retirement plan accounting adjustments, and

$0.65 to $0.75 after also excluding costs related to the spin-off, compared to $0.39 and

$1.27, respectively, for the three months ended December 31, 2025; and

•Outstanding diluted share count of 150.0 million.

These forecasts assume the company’s current economic outlook and fuel price expectations, and no additional

economic, geopolitical, or international trade-related developments. FedEx Freight’s EPS and ETR forecasts are

based on current law and related regulations and guidance.

Corporate Overview

FedEx Freight is North America’s largest less-than-truckload (LTL) carrier, delivering industry-leading published

transit times, service levels, and reliability. FedEx Freight’s service offerings — including Priority, Economy, and

Direct — allow customers to balance speed and cost to meet their unique needs. FedEx Custom Critical, a

subsidiary, provides expedited, time- and temperature-specific freight solutions, including Surface Expedite and

White Glove Services, available 24/7/365. With nearly 30,000 vehicles, of which nearly 17,000 are tractors, and

40,000 dedicated team members to support our network of over 365 locations, we ensure freight arrives safely,

securely, and on time across all 50 U.S. states, Canada, Mexico, Puerto Rico, and the U.S. Virgin Islands. FedEx

Freight leverages operational efficiency, data-driven technology, and a focused sales organization to provide

outstanding service. To learn more, visit www.fedexfreight.com.

Additional information and operating data are contained in the company’s filings with the SEC. These materials,

as well as a webcast of the earnings release conference call to be held at 4:00 p.m. CDT on October 29, are

available on the company’s website at ir.fedexfreight.com. A replay of the conference call webcast will be posted

on our website following the call.

The Investor Relations page of our website, ir.fedexfreight.com, contains a significant amount of information about

FedEx Freight, including our SEC filings and financial and other information for investors. The information that we

post on our Investor Relations website could be deemed to be material information. We encourage investors, the

media, and others interested in the company to visit this website from time to time, as information is updated and

new information is posted.

Certain statements in this press release may be considered forward-looking statements within the meaning of the

Private Securities Litigation Reform Act, such as statements regarding future financial targets, business

strategies, management’s views with respect to future events and financial performance, and the assumptions

underlying such targets, strategies, and statements. Forward-looking statements include those preceded by,

followed by, or that include the words “will,” “may,” “could,” “would,” “should,” “believes,” “expects,” “forecasts,”

“anticipates,” “plans,” “estimates,” “targets,” “projects,” “intends,” or similar expressions. Such forward-looking

statements are subject to risks, uncertainties, and other factors which could cause actual results to differ

materially from historical experience or from future results expressed or implied by such forward-looking

statements. Potential risks and uncertainties include, but are not limited to: economic conditions in the markets in

which FedEx Freight operates; significant changes in the volumes of shipments transported through FedEx

Freight’s network, customer demand for FedEx Freight’s various services, and the prices it obtains for its services;

geopolitical developments and additional changes in international trade policies and relations; the price and

availability of fuel and limitations on FedEx Freight's ability to recover fuel costs through surcharges; failure to

successfully implement FedEx Freight’s business strategy and effectively respond to changes in market dynamics

and customer preferences; FedEx Freight’s ability to achieve some or all of the anticipated benefits from its spin-

off from FedEx Corporation (the “Spin-Off”); the consequences of FedEx Freight no longer operating as part of a

globally diversified company; dis-synergies and other costs incurred in connection with the Spin-Off exceeding

FedEx Freight’s estimates; the distribution of shares of FedEx Freight, together with certain related transactions,

not qualifying for the intended tax treatment; a significant data breach or other disruption to FedEx Freight’s

technology infrastructure, and its ability to mitigate the technological, operational, legal, regulatory, and

reputational risks related to emerging technologies such as autonomous technology and artificial intelligence

(“AI”); increased insurance and claims expenses related to vehicle accidents, workers’ compensation claims,

property and cargo loss, general business liabilities, and benefits paid under employee disability programs; failure

to receive or collect expected insurance coverage; the effect of any international conflicts or terrorist activities;

failure of third-party service providers to perform as expected, or disruptions in FedEx Freight’s relationships with

those providers or their provision of services to FedEx Freight; widespread outbreak of an illness or any other

communicable disease or public health crisis; damage to FedEx Freight’s or FedEx Corporation’s reputation or

loss of brand equity; the intense competition within FedEx Freight’s industry; FedEx Freight’s ability to maintain

good relationships with its employees and avoid attempts by labor organizations to organize groups of its

employees; any effects on FedEx Freight’s businesses resulting from evolving or new U.S. domestic or

international government regulations, laws, policies, and actions; any liability resulting from and the costs of

defending against litigation and governmental proceedings; the sufficiency of insurance coverage FedEx Freight

purchases; the effect of technology developments (including AI and machine learning) on FedEx Freight’s

operations and on demand for its services, and FedEx Freight’s ability to identify and eliminate unnecessary

information technology redundancy and complexity throughout the organization, including exiting the transition

service agreements with FedEx Corporation in the expected timeframe and at the expected cost; disruptions in

global supply chains; constraints, volatility, or disruption in the global capital and credit markets; FedEx Freight’s

ability to maintain its current credit ratings and senior unsecured debt credit ratings, and its ability to meet credit

agreement financial covenants; and other factors which can be found in FedEx Freight’s press releases and filings

with the Securities and Exchange Commission, including FedEx Freight's Annual Report on Form 10-K that was

filed with the SEC on August 5, 2026 and subsequent quarterly reports on Form 10-Q. Any forward-looking

statement speaks only as of the date on which it is made. Neither FedEx Freight nor anyone else undertakes or

assumes any obligation to update or revise any forward-looking statement, whether as a result of new information,

future events, or otherwise.

Media Contact:

Kelly Crow

media@fedexfreight.com

Investor Relations Contact:

Marianna Rose

ir@fedexfreight.com

Non-GAAP Financial Measures

FedEx Freight reports its results in accordance with accounting principles generally accepted in the United States

(GAAP). FedEx Freight has supplemented these GAAP results and its outlook with certain non-GAAP (adjusted)

financial measures, including adjusted operating income, adjusted operating margin, adjusted diluted earnings per

share, revenue per shipment excluding fuel surcharges, and revenue per hundredweight excluding fuel

surcharges.

Management uses these non-GAAP measures in making financial, operating, and planning decisions and

evaluating the company’s ongoing performance. These non-GAAP financial measures are intended to

supplement, and should be read together with, FedEx Freight’s GAAP results. These supplemental non-GAAP

financial measures should not be considered a substitute for, or superior to, the most directly comparable GAAP

measures. Accordingly, users of our financial statements should not place undue reliance on these non-GAAP

financial measures. Because non-GAAP measures are not standardized, they may not be comparable to similarly

titled measures presented by other companies. As required by SEC rules, reconciliations of the supplemental non-

GAAP financial measures to the most directly comparable GAAP measures are presented below.

Financial Results for Periods Ended September 30, 2026 and 2025

FedEx Freight's three and four months ended September 30, 2026 and 2025 adjusted operating income, adjusted

operating margin, and adjusted diluted earnings per share are non-GAAP financial measures because they

exclude the effects of costs related to the Spin-Off, which primarily consist of professional fees and other

separation-related costs and which management believes are not indicative of the company’s core operating

performance. Management believes these non-GAAP financial measures facilitate period-to-period comparisons

and provide useful information to investors by excluding items that are not reflective of the company’s underlying

operating performance.

Three Months Ended

Operating

Income

Taxes1

Net

Income2

Diluted

Earnings

Per Share

September 30, 2026

Dollars in millions, except EPS

Income

Margin

GAAP measure

$253

10.4%

$57

$147

$0.98

Spin-off costs

105

4.3

0.51

Non-GAAP measure

$358

14.7%

$86

$223

$1.49

Four Months Ended

Operating

Income

Taxes1

Net

Income2

Diluted

Earnings

Per Share

September 30, 2026

Dollars in millions, except EPS

Income

Margin

GAAP measure

$383

11.7%

$88

$230

$1.54

Spin-off costs

127

3.9

0.62

Non-GAAP measure

$510

15.5%

$123

$322

$2.15

Three Months Ended

Operating

Income

Taxes1

Net

Income2

Diluted

Earnings

Per Share

September 30, 2025

Dollars in millions, except EPS

Income

Margin

GAAP measure

$290

12.8%

$100

$291

$1.95

Spin-off costs

1.3

0.15

Non-GAAP measure

$320

14.2%

$108

$313

$2.10

Four Months Ended

Operating

Income

Taxes1

Net

Income2

Diluted

Earnings

Per Share

September 30, 2025

Dollars in millions, except EPS

Income

Margin

GAAP measure

$408

13.6%

$137

$404

$2.70

Spin-off costs

1.0

0.15

Non-GAAP measure

$438

14.6%

$145

$426

$2.85

Note: tables may not sum to totals due to rounding

Yield Results for Periods Ended September 30, 2026 and 2025

FedEx Freight's three and four months ended September 30, 2026 and 2025 revenue per shipment excluding fuel

surcharges and revenue per hundredweight excluding fuel surcharges are non-GAAP financial measures because

they exclude fuel surcharge revenue, which is largely driven by fluctuations in fuel prices and may obscure

underlying pricing trends. Management believes these supplemental measures provide investors with useful

information regarding underlying yield performance and facilitate meaningful comparisons of pricing trends

between periods by removing the impact of fluctuations in fuel surcharge revenue.

Revenue per Shipment Results

Three Months Ended

Four Months Ended

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Priority revenue per shipment (GAAP)

$393.28

$361.80

$393.06

$360.16

Fuel

92.07

60.37

91.42

59.41

Priority revenue per shipment, excluding fuel surcharges

(non-GAAP)

$301.21

$301.43

$301.64

$300.75

Economy revenue per shipment (GAAP)

$455.58

$408.09

$458.98

$408.30

Fuel

102.70

68.40

102.48

67.58

Economy revenue per shipment, excluding fuel

surcharges (non-GAAP)

$352.88

$339.69

$356.50

$340.72

Composite revenue per shipment (GAAP)

$412.05

$376.23

$413.00

$375.13

Fuel

95.27

62.88

94.77

61.95

Composite revenue per shipment, excluding fuel

surcharges (non-GAAP)

$316.78

$313.35

$318.23

$313.18

Revenue per Hundredweight Results

Three Months Ended

Four Months Ended

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Priority revenue per hundredweight (GAAP)

$42.82

$38.85

$42.54

$38.62

Fuel

10.03

6.48

9.89

6.37

Priority revenue per hundredweight, excluding fuel

surcharges (non-GAAP)

$32.79

$32.37

$32.65

$32.25

Economy revenue per hundredweight (GAAP)

$47.26

$44.66

$47.30

$44.85

Fuel

10.65

7.48

10.56

7.43

Economy revenue per hundredweight, excluding fuel

surcharges (non-GAAP)

$36.61

$37.18

$36.74

$37.42

Composite revenue per hundredweight (GAAP)

$44.20

$40.64

$44.03

$40.53

Fuel

10.22

6.80

10.10

6.70

Composite revenue per hundredweight, excluding fuel

surcharges (non-GAAP)

$33.98

$33.84

$33.93

$33.83

Note: tables may not sum to totals due to rounding

Three and Seven Months Ending December 31, 2026 Forecasts and Comparative Periods

FedEx Freight's three and seven months ending December 31, 2026 adjusted operating income, adjusted

operating margin, adjusted EPS, and ETR forecasts are non-GAAP financial measures because they exclude, as

applicable, the effects of MTM retirement plan accounting adjustments and estimated costs related to the Spin-

Off. The tables below present the 2026 operating income and operating margin forecasts compared with the

corresponding prior-year results for the three and seven months ended December 31, 2025.

Three Months Ending December 31, 2026 Outlook and Three Months Ended December 31, 2025

Three Months Ending

Three Months Ended

December 31, 2026

December 31, 2025

Dollars in millions

Operating

Income

Operating

Margin

Operating

Income

Operating

Margin

GAAP measure

80 to 100

3.5% to 4.2%

$(14)

(0.7)%

Spin-off costs

105

4.6% to 4.4%

176

8.5%

Non-GAAP measure

185 to 205

8.0% to 8.6%

$162

7.8%

Seven Months Ending December 31, 2026 Outlook and Seven Months Ended December 31, 2025

Seven Months Ending

Seven Months Ended

December 31, 2026

December 31, 2025

Dollars in millions

Operating

Income

Operating

Margin

Operating

Income

Operating

Margin

GAAP measure

465 to 485

8.3% to 8.6%

$394

7.8%

Spin-off costs

230

4.1%

206

4.1%

Non-GAAP measure

695 to 715

12.5% to 12.7%

$600

11.8%

The company is unable to predict the amount of MTM retirement plan accounting adjustments for the three and

seven months ending December 31, 2026, as such adjustments are significantly affected by changes in interest

rates and financial market conditions. Accordingly, these adjustments are not included in the company’s three and

seven months ending December 31, 2026 EPS and ETR forecasts, and a reconciliation of these forecasts to the

most directly comparable GAAP measures is impracticable. It is reasonably possible that MTM retirement plan

accounting adjustments could have a material effect on the company’s three and seven months ending December

31, 2026 financial results and ETR.

Note: tables may not sum to totals due to rounding

The three and seven months ending December 31, 2026 adjusted EPS forecasts below outline the estimated

effects of the items excluded from the company’s forecast, other than MTM retirement plan accounting

adjustments.

Three Months Ending

Adjustments

Diluted Earnings

Per Share

December 31, 2026

Dollars in millions, except EPS

Diluted earnings per share before MTM retirement plan accounting adjustments

(non-GAAP)3

0.15 to 0.25

Spin-off costs

$105

Income tax effect1

(29)

Net of tax effect

$76

0.50

Diluted earnings per share with adjustments (non-GAAP)3

0.65 to 0.75

Seven Months Ending

Adjustments

Diluted Earnings

Per Share

December 31, 2026

Dollars in millions, except EPS

Diluted earnings per share before MTM retirement plan accounting adjustments

(non-GAAP)3

1.69 to 1.79

Spin-off costs

$230

Income tax effect1

(63)

Net of tax effect

$167

1.11

Diluted earnings per share with adjustments (non-GAAP)3

2.80 to 2.90

Note: tables may not sum to totals due to rounding

________________________

Income taxes are based on the company’s approximate statutory tax rates applicable to each transaction.

Effect of “total other (expense) income” on net income amount not shown.

The MTM retirement plan accounting adjustments, which are impracticable to calculate at this time, are excluded.

FEDEX FREIGHT HOLDING COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except earnings per share)

(Unaudited)

One Month Ended

Three Months Ended

Four Months Ended

June 30,

2026

June 30,

2025

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Revenue

$839

$745

$2,442

$2,259

$3,281

$3,004

Operating expenses:

Salaries and employee

benefits

378

349

1,128

1,084

1,506

1,433

Operating supplies and

expenses

176

150

546

471

722

621

Purchased transportation

235

200

309

265

Depreciation and

amortization

114

125

152

168

Insurance and claims

Operating taxes and licenses

Separation and other costs

—

105

127

Total operating expenses

709

627

2,189

1,969

2,898

2,596

Operating income

130

118

253

290

383

408

Other income (expense):

Related party interest income

—

128

Interest expense

(18)

—

(55)

—

(73)

—

Interest income

—

Other, net

Total other income (expense)

(16)

(49)

101

(65)

133

Income before income taxes

114

150

204

391

318

541

Provision for income taxes

100

137

Net income

$83

$113

$147

$291

$230

$404

Earnings per share:

Basic

$0.56

$0.76

$0.98

$1.95

$1.54

$2.70

Diluted

$0.56

$0.76

$0.98

$1.95

$1.54

$2.70

Weighted-average shares

outstanding:

Basic

149.5

Diluted

149.9

149.5

149.9

149.5

149.9

149.5

FEDEX FREIGHT HOLDING COMPANY, INC.

OPERATING STATISTICS

(Unaudited)

Three Months Ended

Percent

Change

Four Months Ended

Percent

Change

September 30,

2026

September 30,

2025

September 30,

2026

September 30,

2025

Operating Statistics

Operating days

Total shipments

5,702,719

5,741,922

(1)%

7,643,623

7,658,866

—%

Total tonnage

2,658,119

2,658,064

—

3,584,767

3,544,693

Tonnage per day

41,533

41,532

—

41,683

41,702

—

Average daily shipments:

Priority

62,247

61,763

62,000

62,086

—

Economy

26,858

27,954

(4)

26,879

28,018

(4)

Total average daily shipments

89,105

89,717

(1)

88,879

90,104

(1)

Weight per shipment (pounds):

Priority

919

931

(1)

924

933

(1)

Economy

964

914

970

910

Composite weight per shipment

932

926

938

926

Average length of haul (miles):

Priority

911

920

(1)

914

920

(1)

Economy

1,170

1,161

1,172

1,162

Composite average length of haul

991

994

—

994

—

Yield Statistics

Revenue per shipment (GAAP):

Priority

$393.28

$361.80

$393.06

$360.16

Economy

455.58

408.09

458.98

408.30

Composite revenue per shipment (GAAP)

$412.05

$376.23

$413.00

$375.13

Revenue per shipment, excluding fuel

surcharges (non-GAAP):

Priority

$301.21

$301.43

—

$301.64

$300.75

—

Economy

352.88

339.69

356.50

340.72

Composite revenue per shipment, excluding fuel

surcharges (non-GAAP)

$316.78

$313.35

$318.23

$313.18

Revenue per hundredweight (GAAP):

Priority

$42.82

$38.85

$42.54

$38.62

Economy

47.26

44.66

47.30

44.85

Composite revenue per hundredweight (GAAP)

$44.20

$40.64

$44.03

$40.53

Revenue per hundredweight, excluding fuel

surcharges (non-GAAP):

Priority

$32.79

$32.37

$32.65

$32.25

Economy

36.61

37.18

(2)

36.74

37.42

(2)

Composite revenue per hundredweight,

excluding fuel surcharges (non-GAAP)

$33.98

$33.84

—%

$33.93

$33.83

—%

FEDEX FREIGHT HOLDING COMPANY, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In millions, except share data)

September 30,

2026

(Unaudited)

May 31,

2026

ASSETS

Current assets

Cash

$388

$251

Receivables, less allowances of $196 and $204

1,262

1,154

Due from Parent

—

Prepaid expenses and other

196

Total current assets

1,846

1,506

Property and equipment

Property and equipment, at cost

6,671

6,670

Less accumulated depreciation and amortization

3,764

3,747

Net property and equipment

2,907

2,923

Other long-term assets

Operating lease right-of-use assets, net

1,822

1,824

Goodwill

602

Other assets

Total other long-term assets

2,463

2,455

TOTAL ASSETS

$7,216

$6,884

LIABILITIES AND (DEFICIT) EQUITY

Current liabilities

Current portion of long-term debt

$45

$43

Accrued salaries and employee benefits

305

389

Accounts payable

210

106

Operating lease liabilities

162

172

Accrued expenses

414

283

Total current liabilities

1,136

993

Long-term liabilities

Long-term debt, less current portion

4,376

4,484

Deferred income taxes

209

220

Self-insurance accruals

Operating lease liabilities

1,679

1,666

Other liabilities

Total long-term liabilities

6,332

6,388

Commitments and contingencies

(Deficit) equity

Common stock, $0.10 par value; 500 million shares authorized; 150 million shares issued

and outstanding as of September 30, 2026 and 150 million shares authorized, issued,

and outstanding as of May 31, 2026

Additional paid-in capital

—

Accumulated deficit

(280)

(509)

Accumulated other comprehensive loss

(6)

(3)

Total (deficit) equity

(252)

(497)

TOTAL LIABILITIES AND (DEFICIT) EQUITY

$7,216

$6,884

FEDEX FREIGHT HOLDING COMPANY, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In millions)

(Unaudited)

Four Months Ended

September 30,

2026

September 30,

2025

OPERATING ACTIVITIES

Net income

$230

$404

Adjustments to reconcile net income to cash provided by operating activities:

Depreciation and amortization

152

148

Provision for uncollectible accounts

Other noncash items including leases and deferred income taxes

Stock-based compensation

Separation and other costs, net of payments

(11)

Changes in assets and liabilities:

Receivables

(149)

(18)

Other current assets

(84)

(30)

Accounts payable and other liabilities

(94)

Due from Parent, net

624

Other, net

(1)

Cash provided by operating activities

390

1,085

INVESTING ACTIVITIES

Capital expenditures

(151)

(55)

Proceeds from asset dispositions and other

Cash used in investing activities

(138)

(50)

FINANCING ACTIVITIES

Principal payments on debt

(115)

(1)

Proceeds from stock issuances

—

Net transfers to Parent

—

(1,059)

Cash used in financing activities

(114)

(1,060)

Effect of exchange rate changes on cash

(1)

Net increase (decrease) in cash

137

(24)

Cash at beginning of period

251

109

Cash at end of period

$388

$85

EX-99.2

Filename: fdxf-q3ty268xkrecastexhibit.htm · Sequence: 3

FDXF - Q3 TY26 8-K Recast Exhibit

Exhibit 99.2

FEDEX FREIGHT HOLDING COMPANY, INC.

QUARTERLY CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In millions, except earnings per share)

(Unaudited)

Three Months Ended

March 31,

2026

June 30,

2026

Revenue

$2,107

$2,455

Operating expenses:

Salaries and employee benefits

1,043

1,115

Operating supplies and expenses

486

538

Purchased transportation

199

221

Depreciation and amortization

131

125

Insurance and claims

Operating taxes and licenses

Separation and other costs

128

180

Total operating expenses

2,042

2,243

Operating income

212

Other income (expense):

Related party interest income

Interest expense

(27)

(48)

Interest income

Other, net

Total other income (expense)

Income before income taxes

139

239

Provision for income taxes

Net income

$103

$177

Earnings per share:

Basic

$0.69

$1.19

Diluted

$0.69

$1.19

Weighted-average shares outstanding:

Basic(1)

149.5

Diluted(1)

149.5

149.6

(1)

Prior to the Spin-Off, on May 27, 2026, the Company effected a recapitalization whereby its 100 issued and outstanding shares of

common stock were reclassified and converted into 149,505,248 shares of common stock. All historical share and per-share

amounts presented herein have been retrospectively adjusted to reflect this recapitalization.

FEDEX FREIGHT HOLDING COMPANY, INC.

QUARTERLY OPERATING STATISTICS

(Unaudited)

Three Months Ended

March 31,

2026

June 30,

2026

Operating Statistics

Operating days

Total shipments

5,200,347

5,599,055

Total tonnage

2,433,686

2,659,560

Tonnage per day

38,630

41,556

Average daily shipments:

Priority

57,295

60,778

Economy

25,251

26,707

Total average daily shipments

82,546

87,485

Weight per shipment (pounds):

Priority

936

939

Economy

935

976

Composite weight per shipment

936

950

Average length of haul (miles):

Priority

913

914

Economy

1,166

Composite average length of haul

991

993

Yield Statistics

Revenue per shipment (GAAP):

Priority

$370.56

$400.10

Economy

422.47

466.82

Composite revenue per shipment (GAAP)

$386.44

$420.47

Revenue per shipment (excluding fuel surcharges) (non-GAAP):

Priority

$303.80

$306.17

Economy

346.18

360.44

Composite revenue per shipment (excluding fuel surcharges) (non-GAAP)

$316.77

$322.74

Revenue per hundredweight (GAAP):

Priority

$39.58

$42.63

Economy

45.17

47.83

Composite revenue per hundredweight (GAAP)

$41.29

$44.26

Revenue per hundredweight (excluding fuel surcharges) (non-GAAP):

Priority

$32.45

$32.62

Economy

37.01

36.93

Composite revenue per hundredweight (excluding fuel surcharges) (non-GAAP)

$33.84

$33.97

See “Non-GAAP Financial Measures” for reconciliations of and additional information regarding non-GAAP financial measures.

Non-GAAP Financial Measures

FedEx Freight reports its financial results in accordance with accounting principles generally accepted in the United States

(“GAAP”). In addition to the financial information presented herein in accordance with GAAP, FedEx Freight presents

certain non-GAAP financial measures, including revenue per shipment excluding fuel surcharges and revenue per

hundredweight excluding fuel surcharges.

These measures exclude fuel surcharge revenue which is largely driven by fluctuations in fuel prices and may obscure

underlying pricing trends. Management believes these supplemental measures provide investors with useful information

regarding underlying yield performance and facilitate meaningful comparisons of pricing trends between periods by

removing the impact of fluctuations in fuel surcharge revenue. Management uses these non-GAAP financial measures in

making financial, operating, and planning decisions and evaluating the Company’s ongoing performance.

These non-GAAP financial measures are intended to supplement, and should be read together with, FedEx Freight’s

GAAP results. These supplemental non-GAAP financial measures should not be considered a substitute for, or superior

to, the most directly comparable GAAP measures. Because non-GAAP measures are not standardized, they may not be

comparable to similarly titled measures presented by other companies. As required by Securities and Exchange

Commission rules, reconciliations of the supplemental non-GAAP financial measures to the most directly comparable

GAAP measures are presented below.

Revenue per Shipment Quarterly Results

Three Months Ended

March 31,

2026

June 30,

2026

Priority revenue per shipment (GAAP)

$370.56

$400.10

Fuel

66.76

93.93

Priority revenue per shipment, excluding fuel surcharges (non-GAAP)

$303.80

$306.17

Economy revenue per shipment (GAAP)

$422.47

$466.82

Fuel

76.29

106.38

Economy revenue per shipment, excluding fuel surcharges (non-GAAP)

$346.18

$360.44

Composite revenue per shipment (GAAP)

$386.44

$420.47

Fuel

69.67

97.73

Composite revenue per shipment, excluding fuel surcharges (non-GAAP)

$316.77

$322.74

Revenue per Hundredweight Quarterly Results

Three Months Ended

March 31,

2026

June 30,

2026

Priority revenue per hundredweight (GAAP)

$39.58

$42.63

Fuel

7.13

10.01

Priority revenue per hundredweight, excluding fuel surcharges (non-GAAP)

$32.45

$32.62

Economy revenue per hundredweight (GAAP)

$45.17

$47.83

Fuel

8.16

10.90

Economy revenue per hundredweight, excluding fuel surcharges (non-GAAP)

$37.01

$36.93

Composite revenue per hundredweight (GAAP)

$41.29

$44.26

Fuel

7.45

10.29

Composite revenue per hundredweight, excluding fuel surcharges (non-GAAP)

$33.84

$33.97

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v3.26.3

Cover

Oct. 29, 2026

Document Information [Line Items]

Document Type

8-K

Document Period End Date

Oct. 29, 2026

Registrant Name

FedEx Freight Holding Company, Inc.

Entity File Number

001-43059

Entity Incorporation, State or Country Code

Entity Tax Identification Number

39-3560171

Entity Address, Address Line One

8285 Tournament Drive

Entity Address, Postal Zip Code

38125

Entity Address, State or Province

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Memphis

City Area Code

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Local Phone Number

560-0784

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