8 new in the latest 10-Q
Paragraphs with nothing like them in last year's 10-K
No new paragraphs in Risk Factors, or fewer than two 10-Ks to compare.
Paragraphs in the 10-Q filed Nov 4, 2026 that were not in the one before
8 paragraphs in the 10-Q filed Nov 4, 2026 with nothing like them in the 10-Q filed Aug 4, 2026 (at least half the words must differ; new numbers alone do not count). Quoted exactly, grouped by the item heading above them. This is text that changed, not a judgement of how serious it is.
Financial statements and notes
Nine Months Ended September 30, 2026 2025 ─────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────────── Cash flows from operating activities: Net earnings $ 1,797 $ 1,329 Adjustments to reconcile net earnings to net cash provided by operating activities: Provision for credit losses 19 20 Deferred income taxes and tax uncertainties 33 37 Depreciation and amortization 195 190 Non-cash lease expense 59 62 Impairment loss and net losses from business divestitures — 196 Stock-based compensation 58 49 Change in operating assets and liabilities: Accounts receivable (557) (252) Inventories 86 (27) Prepaid expenses and other assets (72) (32) Trade accounts payable 174 185 Operating lease liabilities (72) (79) Accrued liabilities 148 4 Income taxes – net (20) (42) Other non-current liabilities (4) (20) Net cash provided by operating activities 1,844 1,620 Cash flows from investing activities: Capital expenditures (396) (558) Proceeds from sale of assets — 4 Cash paid for business acquisition (215) — Other – net (17) 11 Net cash used in investing activities (628) (543) Cash flows from financing activities: Short-term borrowings (repayments), original maturities of 90 days or less, net 100 — Proceeds from debt 102 90 Payments of debt (7) (503) Proceeds from stock options exercised 9 2 Payments for employee taxes withheld from stock awards (32) (31) Purchases of treasury stock (739) (798) Purchases of noncontrolling interests (71) — Cash dividends paid (398) (358) Other – net 9 (1) Net cash used in financing activities (1,027) (1,599) Exchange rate effect on cash and cash equivalents (6) 21 Net change in cash and cash equivalents 183 (501) Cash and cash equivalents at beginning of year 585 1,036 Cash and cash equivalents at end of period $ 768 $ 535
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On August 26, 2026, the Company acquired technology, intellectual property, and talent assets from Adroit Worldwide Media, Inc. for a purchase price of $ 215 million, which was comprised of $ 210 million of cash paid at closing and a $ 5 million payment made prior to the closing. The acquisition has been accounted for as a business combination under ASC 805 and is expected to enhance the Company's inventory management capabilities within its High-Touch Solutions N.A. segment by adding differentiated frictionless technology for industrial business-to-business distribution. Based on the preliminary purchase price allocation, intangible assets of $ 49 million and goodwill of $ 166 million, which is expected to be deducted for tax purposes, have been recorded; however, the purchase price allocation has not been finalized and is subject to change as the Company obtains additional information during the measurement period related to the valuation of the acquired assets. Due to the immaterial nature of the transaction, disclosure of pro forma results was not considered necessary.
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As of September 30, 2026 and December 31, 2025, the Company had $ 225 million and $ 125 million of commercial paper outstanding, respectively, which was recorded as short-term debt. The weighted average interest rates were 4.02 % and 3.84 %, respectively.
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On August 26, 2026, the Company acquired technology, intellectual property, and talent assets from Adroit Worldwide Media, Inc. for a purchase price of $215 million, which was comprised of $210 million of cash paid at closing and a $5 million payment made prior to the closing. The Company incurred $8 million of transaction costs and recognized a tax benefit of $2 million as a result of this acquisition. See Note 2, "Acquisitions," to the Condensed Consolidated Financial Statements in Item 1 for more information on the acquisition of Adroit Worldwide Media, Inc. assets.
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In the third quarter of 2025, the Company committed to a plan to sell its Cromwell business in the U.K. and concluded that the business met the criteria as held for sale. The Company recorded a pre-tax asset impairment loss of $186 million in SG&A expenses. Additionally, the Company announced the closure of Zoro U.K. in its Endless Assortment segment and recorded expenses related to the closure of $10 million in SG&A expenses. The Company completed the divestiture of Cromwell and closure of Zoro U.K. in the fourth quarter of 2025. For further details on the sale, see Note 2 of the Notes to Consolidated Financial Statements in Part II, Item 8: Financial Statements and Supplementary Data in the Company’s 2025 Form 10-K.
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Show the other 3
Three months ended September 30, 2026 Reported Adjustment(1) Adjusted % Change Reported(3) % Change Adjusted(3) Selling, general and administrative expenses High-Touch Solutions N.A. $ 981 $ (8) $ 973 Endless Assortment 202 — 202 Other(4) — — — Selling, general and administrative expenses $ 1,183 $ (8) $ 1,175 (8.1)% 7.7% Earnings High-Touch Solutions N.A. $ 706 $ 8 $ 714 Endless Assortment 122 — 122 Other(4) — — — Operating earnings $ 828 $ 8 $ 836 62.0% 18.2% Total other expense – net (14) — (14) Income tax provision(5) (198) (2) (200) Net earnings $ 616 $ 6 $ 622 Noncontrolling interest (29) — (29) Net earnings attributable to W.W. Grainger, Inc. $ 587 $ 6 $ 593 99.7% 21.0% Diluted earnings per share $ 12.42 $ 0.12 $ 12.54 102.9% 22.8% Three months ended September 30, 2025 Reported Adjustment(2) Adjusted % Change Reported(3) % Change Adjusted(3) Selling, general and administrative expenses High-Touch Solutions N.A. $ 871 $ — $ 871 Endless Assortment 199 (10) 189 Other(4) 217 (186) 31 Selling, general and administrative expenses $ 1,287 $ (196) $ 1,091 24.5% 5.5% Earnings High-Touch Solutions N.A. $ 624 $ — $ 624 Endless Assortment 82 10 92 Other(4) (195) 186 (9) Operating earnings $ 511 $ 196 $ 707 (25.5)% 3.1% Total other expense – net (19) — (19) Income tax provision (171) — (171) Net earnings $ 321 $ 196 $ 517 Noncontrolling interest (27) — (27) Net earnings attributable to W.W. Grainger, Inc. $ 294 $ 196 $ 490 (39.5)% 0.8% Diluted earnings per share $ 6.12 $ 4.09 $ 10.21 (38.0)% 3.4% (1)Reflects transaction costs associated with the acquisition of assets from Adroit Worldwide Media, Inc. in the third quarter of 2026. (2)Reflects the loss on sale of the Cromwell business and closure of Zoro U.K. announced in the third quarter of 2025 and completed in the fourth quarter of 2025. (3)Compared to the reported and adjusted results of the prior year period. (4)Grainger's businesses reported in Other do not meet the criteria of a reportable segment. (5)Reflects a tax benefit related to transaction costs associated with the acquisition of assets from Adroit Worldwide Media, Inc. in the third quarter of 2026. Grainger's reported and adjusted effective tax rate was 24.3% for the three months ended September 30, 2026.
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Nine Months Ended September 30, 2026 Reported Adjustment(1) Adjusted % Change Reported(3) % Change Adjusted(3) Selling, general and administrative expenses High-Touch Solutions N.A. $ 2,866 $ (8) $ 2,858 Endless Assortment 597 — 597 Other(4) — — — Selling, general and administrative expenses $ 3,463 $ (8) $ 3,455 1.8% 7.8% Earnings High-Touch Solutions N.A. $ 2,080 $ 8 $ 2,088 Endless Assortment 348 — 348 Other(4) — — — Operating earnings $ 2,428 $ 8 $ 2,436 30.5% 18.4% Total other expense – net (41) — (41) Income tax provision(5) (590) (2) (592) Net earnings $ 1,797 $ 6 $ 1,803 Noncontrolling interest (85) — (85) Net earnings attributable to W.W. Grainger, Inc. $ 1,712 $ 6 $ 1,718 36.4% 18.4% Diluted earnings per share $ 36.08 $ 0.12 $ 36.20 38.9% 20.6% Nine Months Ended September 30, 2025 Reported Adjustment(2) Adjusted % Change Reported(3) % Change Adjusted(3) Selling, general and administrative expenses High-Touch Solutions N.A. $ 2,575 $ — $ 2,575 Endless Assortment 557 (10) 547 Other(4) 270 (186) 84 Selling, general and administrative expenses $ 3,402 $ (196) $ 3,206 10.5% 4.7% Earnings High-Touch Solutions N.A. $ 1,813 $ — $ 1,813 Endless Assortment 246 10 256 Other(4) (198) 186 (12) Operating earnings $ 1,861 $ 196 $ 2,057 (7.1)% 1.8% Total other expense – net (51) — (51) Income tax provision (481) — (481) Net earnings $ 1,329 $ 196 $ 1,525 Noncontrolling interest (74) — (74) Net earnings attributable to W.W. Grainger, Inc. $ 1,255 $ 196 $ 1,451 (12.5)% 0.3% Diluted earnings per share $ 25.97 $ 4.06 $ 30.03 (10.4)% 2.7% (1)Reflects transaction costs associated with the acquisition of assets from Adroit Worldwide Media, Inc. in the third quarter of 2026. (2)Reflects the loss on sale of the Cromwell business and closure of Zoro U.K. announced in the third quarter of 2025 and completed in the fourth quarter of 2025 (3)Compared to the reported and adjusted results of the prior year period. (4)Grainger's businesses reported in Other do not meet the criteria of a reportable segment. (5)Reflects a tax benefit related to transaction costs associated with the acquisition of assets from Adroit Worldwide Media, Inc. in the third quarter of 2026. Grainger's reported and adjusted effective tax rate was 24.7% for the nine months ended September 30, 2026, respectively.
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Item 6
Vice President, and Controller (Principal Financial Officer and Principal Accounting Officer)
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The 10-Q's risk factors against the 10-K
Item 1A of the 10-Q filed Nov 4, 2026 against Item 1A of the 10-K filed Feb 19, 2026.
A 10-Q repeats only the risks that changed, so a 10-K paragraph that is missing from it is not counted as removed.
Added is a paragraph with nothing like it in the 10-K, Reworded a sentence that is in both with several words changed,
Quiet changes a sentence in both where one to four words changed and one is a hedge or a modal
(cut words struck through, new words highlighted and underlined).
Text on the page, not a score; each links to the filing at sec.gov.
What the 10-Q itself says about its risk factors:
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There have been no material changes from the risk factors previously disclosed in Part I, Item 1A: Risk Factors in the Company's 2025 Form 10-K.
1 paragraph in the 10-Q's Item 1A, and none of them adds, rewords or quietly edits a paragraph of the 10-K's.