How to read an earnings release and its 8-K under Item 2.02

What Item 2.02 is, and what "furnished" means

Form 8-K is the SEC's "current report": a company files one when certain events happen, and each event has a numbered Item. Item 2.02, Results of Operations and Financial Condition, applies when a company publicly announces material non-public information about a completed quarter or fiscal year. The SEC's Form 8-K instructions require the company to give the date of the announcement, identify it briefly, and include its text as an exhibit. A new release with more or updated information about the same completed period triggers another Item 2.02 report.

The word that matters is "furnished". General Instruction B.2 of Form 8-K says information furnished under Item 2.02 (and Item 7.01, Regulation FD disclosure) is not deemed "filed" for Section 18 of the Exchange Act, and is not subject to that section's liabilities, unless the company states that it is filed or incorporates it by reference into another filing. All exhibits relating to Item 2.02 are treated as furnished unless the company names, under Item 9.01, the exhibits it wants treated as filed. In practice the release still sits on EDGAR next to everything else; the difference is legal status, not visibility.

On timing, the general rule in the same instructions is four business days after the event. Earnings releases are usually on EDGAR within hours, because the release and the 8-K go out together. Item 2.02 also has a carve-out for the earnings call: a webcast or conference call does not need its own 8-K if it follows within 48 hours a written release already furnished under Item 2.02, is publicly accessible, was announced in advance, and its financial information is posted on the company's website.

How the 8-K differs from the 10-Q, and what Item 9.01 holds

The 8-K release is the company's first account of the quarter, written by the company, and it is not a complete set of financial statements. The quarterly report on Form 10-Q follows. The SEC's Form 10-Q instructions set the deadline at 40 days after the quarter end for large accelerated and accelerated filers and 45 days for other registrants, and no 10-Q is filed for the fourth quarter, which is covered by the annual 10-K. Item 2.02 does not apply to results first disclosed in a 10-Q or 10-K.

J&J shows the usual sequence. Its second-quarter 2026 8-K with Item 2.02 was filed on 15 July 2026 and its 10-Q for the quarter ended 28 June 2026 on 23 July 2026, eight days later. That 10-Q's cover page has the "large accelerated filer" box checked, so for the quarter ended 27 September 2026 the 40-day rule puts the 10-Q deadline at 6 November 2026 (27 September plus 40 days).

Item 9.01, Financial Statements and Exhibits, is the list of what is attached. In an earnings 8-K it typically names Exhibit 99.1 (the press release) and sometimes further schedules. Exhibit 104 is the cover page in Inline XBRL, the machine-readable tagging EDGAR uses.

Reading the release: headline figures, GAAP and adjusted

A release generally opens with revenue and earnings per share, then compares them with the same quarter a year earlier. Two sets of earnings figures often appear: GAAP figures, prepared under US generally accepted accounting principles, and non-GAAP or "adjusted" figures that strip out items the company chooses to exclude, such as amortisation of acquired intangibles, restructuring or litigation charges.

Non-GAAP figures are governed by the SEC's Regulation G, adopted in release 33-8176, Conditions for Use of Non-GAAP Financial Measures, effective 28 March 2003, and by Item 10(e) of Regulation S-K. Instruction 2 to Item 2.02 applies Item 10(e)(1)(i) to earnings releases. In the SEC staff's published interpretations, that means presenting the most directly comparable GAAP measure with equal or greater prominence, and a quantitative reconciliation detailed enough for a reader to see the nature of each reconciling item. The same interpretations allow a company to leave out a reconciliation for forward-looking non-GAAP figures if it says it is relying on the "unreasonable efforts" exception and identifies what is unavailable.

Where things sit in a typical release:

• Top of Exhibit 99.1: headline bullets, then a summary table of revenue, net earnings and EPS against the year-earlier quarter.
• Segment and regional tables: revenue by business line and geography, often with growth split into currency and "operational" parts.
• Guidance, if the company gives it: a table of full-year ranges, frequently in non-GAAP terms only.
• Financial schedules: the condensed income statement and the GAAP-to-non-GAAP reconciliation, either at the back of Exhibit 99.1 or in a separate exhibit.

A worked example: Johnson & Johnson, third quarter 2026

J&J's Form 8-K, accession 0000200406-26-000189, has a filing date of 13 October 2026; the EDGAR filing index shows it accepted at 08:12:35 that morning. Its "Items" field lists Item 2.02 and Item 9.01. The 8-K body is two sentences of substance: on 13 October the company issued the attached release on sales and earnings for the quarter ended 27 September 2026. Item 9.01 lists Exhibit 99.1 (the release), Exhibit 99.2 (supplementary sales data and the condensed statement of earnings) and Exhibit 104. The 8-K does not designate any exhibit as filed, so under Instruction B.2 the exhibits count as furnished.

The headline numbers in Exhibit 99.1: reported sales of $25,399m against $23,993m a year earlier, up 5.9% (25,399 ÷ 23,993 − 1 = 5.86%, our arithmetic). Net earnings fell to $210m from $5,152m, and diluted EPS to $0.09 from $2.12. Adjusted net earnings were $6,339m against $6,801m, and adjusted diluted EPS $2.59 against $2.80, down 7.5%. The release's own headline bullets put the GAAP EPS of $0.09 before the adjusted figure and attribute it to a one-time charge for the proposed talc litigation resolution, the Firefly Bio acquisition and the Sail Biomedicines collaboration.

The reconciliation is not in Exhibit 99.1; the release points to its "accompanying financial schedules", which are in Exhibit 99.2. The table below takes it line by line. The pre-tax adjustments add up to $7,638m. Starting from GAAP: 210 + 7,638 − 1,677 + 168 = 6,339, which is the adjusted net earnings figure (our arithmetic). Divided by 2,448.6m diluted shares, $6,339m gives $2.589, rounded to $2.59; $210m gives $0.086, rounded to $0.09. The statement of earnings in the same exhibit shows where the charge landed: "Other (income) expense, net" was $5,780m, against income of $478m a year earlier, and earnings before tax were $34m.

Segments: Innovative Medicine sales were $16,757m (up 7.7%) and MedTech $8,642m (up 2.5%), and the two add up to the $25,399m total. By region, the US contributed $14,959m and international markets $10,440m.

Guidance: J&J raised its 2026 adjusted EPS range to $11.05–$11.15 (midpoint $11.10) from $10.96–$11.11 (midpoint $11.04) in July, a $0.06 rise at the midpoint, and put estimated reported sales at $101.0bn–$101.4bn. It gives no GAAP EPS guidance and says why: it cannot predict items such as legal outcomes without unreasonable effort, the exception described above.

The share price around the release

J&J's release came out before the New York open (the Item 2.02 8-K was accepted at 08:12, and the release scheduled the call for 8:30 a.m. Eastern Time), so the first session that could react was 13 October. JNJ closed at $263.73 on 12 October 2026 and $248.61 on 13 October 2026 (Yahoo Finance daily closes), a fall of $15.12 or 5.73% (15.12 ÷ 263.73, our arithmetic). A single close-to-close move does not say which part of the release the market reacted to, and we have no licensed source for analyst estimates, so we do not compare the results with consensus here.

There is a long academic literature on how prices behave in the weeks after earnings announcements; we cover it separately in our piece on post-earnings announcement drift.

Finding these filings and checking the numbers

Every figure above can be redone from EDGAR. Open the company's filings page on sec.gov (search by name or ticker; J&J's CIK is 0000200406) and filter for form type 8-K. Each filing index shows an "Items" line, so an earnings 8-K is the one listing Item 2.02. The same field appears as "items" in the company's submissions file at data.sec.gov, which is how we found this filing. EDGAR full-text search at sec.gov/edgar/search also takes a form filter and phrases such as "Item 2.02" or "Results of Operations and Financial Condition".

In the filing, open Exhibit 99.1 for the headline tables and guidance, then whichever exhibit holds the financial schedules for the reconciliation. Add the reconciling lines to GAAP net earnings yourself; the total ought to match the adjusted figure exactly, apart from rounding noted in the release. Our earnings calendar at /earnings lists upcoming report dates, and the 10-Q that follows each release is on the same EDGAR filings page.