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Amended Rules for Non-GAAP Financial Measures Ahead of IFRS 18

Summary of Amendments

The Canadian Securities Administrators (CSA) have published final amendments to National Instrument 52-112 – Non-GAAP and Other Financial Measures Disclosure (NI 52-112) in anticipation of the adoption of IFRS 18 Presentation and Disclosure in Financial Statements. IFRS 18 will apply for annual reporting periods beginning on or after January 1, 2027 and, among other things, requires management-defined performance measures to be disclosed in a single note to an issuer's financial statements. 

Key Changes

Maintaining Existing Treatment of Non-GAAP Measures

A key purpose of the amendments is to maintain the existing regulatory treatment of non-GAAP financial measures following the introduction of IFRS 18. In particular, a management-defined performance measure included in an issuer's financial statements under IFRS 18 may continue to be subject to NI 52-112 when presented in disclosure outside the financial statements. 

Reducing Duplicative Disclosure

The amendments also seek to reduce duplicative disclosure resulting from the interaction between IFRS 18 and NI 52-112. In specified circumstances, issuers will be permitted to satisfy certain disclosure requirements under NI 52-112 by incorporating information by reference to the relevant notes to their financial statements. 

New Requirements for Additional Subtotals

The amendments also introduce new presentation requirements for additional subtotals disclosed outside an issuer’s financial statements. 

What does this mean for issuers? 

With IFRS 18 taking effect in 2027, reporting issuers should consider how the amended financial statement presentation requirements will interact with their existing use of non-GAAP and other financial measures in MD&A, earnings releases and other public disclosure.

In particular, issuers may want to review their disclosure practices and controls ahead of the transition to ensure measures used outside the financial statements remain compliant with NI 52-112. 

Effective Date

Subject to necessary approvals, the amendments to NI 52-112 are expected to come into force on December 29, 2026. 

Questions

If you have any questions about the amendments or how they may affect your disclosure practices, please contact a member of BD&P's Business Law Group.

Tags

csa, disclosure, non-gaap, public companies, financial reporting, ifrs 18, continuous disclosure, regulatory compliance, securities law