What is an 8-K Item 2.02?

Item 2.02 of an 8-K is the "Results of Operations and Financial Condition" item — how public companies disclose quarterly and annual earnings. It is the filing that accompanies an earnings press release, typically attached as Exhibit 99.1, and is usually "furnished" to the SEC rather than formally "filed."

What Item 2.02 covers

Companies use Item 2.02 to publicly release financial results for a completed period — most often a quarter or fiscal year. When a company issues an earnings press release or holds an earnings call, it generally submits an 8-K under Item 2.02 so the information reaches the SEC's public database at the same time it reaches investors.

The body of the 8-K is usually short; the real content is the attached press release, which contains the income statement highlights, revenue and EPS figures, segment detail, and management commentary.

"Furnished" versus "filed"

A technical but useful nuance: earnings 8-Ks under Item 2.02 are typically "furnished" rather than "filed." Furnished information is not automatically subject to the same liability provisions as filed information and is not incorporated by reference into other filings unless the company chooses to. For a reader, the practical effect is minimal — you can still rely on the numbers — but it explains the "furnished" language you will see.

How to use it

Item 2.02 is where you find the earnings that drive short-term stock moves. Compare the reported revenue and EPS to analyst consensus to gauge the surprise, then read management's commentary and any forward guidance. Note whether results were boosted by one-time items. The press release is preliminary; the full audited or reviewed statements arrive later in the 10-K or 10-Q.

Related questions

What is an EPS surprise and why does it matter?

An EPS surprise is the gap between a company's actual reported earnings per share and the consensus estimate analysts expected, usually stated as a percentage. A positive surprise (a "beat") means results exceeded expectations; a negative surprise (a "miss") means they fell short. Surprises often drive sharp short-term stock moves.

What is an SEC 8-K filing?

An 8-K is a "current report" that public companies file with the SEC to disclose major events between their regular quarterly and annual reports. Examples include earnings releases, executive changes, acquisitions, and bankruptcies. Most 8-Ks must be filed within four business days of the triggering event.

What does a 10-K MD&A section tell you?

MD&A — Management's Discussion and Analysis — is the section of a 10-K (and 10-Q) where management explains the numbers in plain language: why revenue and profit changed, the drivers behind them, liquidity and cash flow, and known trends or uncertainties. It is the narrative bridge between the raw financial statements and what they mean.

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