FedEx Freight Holding Company, Inc. (FDXF) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that FedEx Freight Holding Company, Inc. surfaced in its latest filing.

• Decline in U.S. imports of consumer goods started in late 2022late 2022
• Expectation that inflation and elevated interest rates will continue to negatively affect results of operations through calendar year 2026
• U.S. government imposing and threatening tariffs on many goods imported into the United States, including certain goods from Canada and Mexico
• Foreign governments, including Canada and Mexico, imposing or threatening tariffs on certain goods exported from the United States
• Ongoing negotiations among the United States, Canada, and Mexico relating to the United States-Mexico-Canada Agreement (USMCA)
• Coverage above retention amount for occurrences on or after June 1, 2026June 1, 2026
• Licensed to use the FedEx brand name pursuant to the Trademark License Agreement
• Granted rights to use specified trademarks and intellectual property under the Trademark License Agreement and the Intellectual Property Cross-License Agreement
• Occurrences prior to the Spin-Off are covered by FedEx policies under the Separation and Distribution Agreement
• Entered into go-forward arm's-length agreements with FedEx pursuant to which FedEx will provide certain services following the Spin-Off
• Amazon has announced the offering of its internal freight and other transportation and logistics capabilities more broadly to third parties
• In June 2026, the U.S. House of Representatives passed the Faster Labor Contracts Act, which if enacted would alter the process for negotiating initial collective bargaining agreements following union organization effortsJune 2026
• Pursuant to the Transition Services Agreement, FedEx Freight will utilize, for up to two years following the Spin-Off, applications provided by FedEx that support functions including order creation, as well as the network technology operations and support technologies required for those applications.
• In February 2026, the EPA rescinded its 2009 Endangerment Finding and repealed federal GHG emission standards for new light-, medium-, and heavy-duty vehicles and enginesFebruary 2026
• FedEx received a private letter ruling from the IRS on the Spin-Off's non-recognition under Section 355
• Tax Matters Agreement dated May 31, 2026 makes FedEx Freight responsible for taxes if the failure is attributable to its actions or breachesMay 31, 2026
• Incurred $4.3 billion of indebtedness, net of debt issuance costs and discounts of $36 million, consisting of $3.7 billion in senior notes and a $0.6 billion term loan under a delayed draw term loan facility
• Entered into a revolving credit facility providing borrowings of up to $1.2 billion
• FedEx retained 19.9% of the outstanding shares of our common stock following the Spin-Off and must generally dispose of its retained shares within 24 months of the completion of the Spin-Off to preserve the tax-free status of the Spin-Off