CSA Finalizes Amendments to Non-GAAP and Other Financial Measure Disclosure Requirements Ahead of IFRS 18 Implementation

On October 15, 2026, the Canadian Securities Administrators (CSA) published in final form amendments to National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (NI 52-112) and changes to related instruments and policies (collectively, the Amendments). The Amendments are designed to keep financial measures that have historically been subject to NI 52-112 within its scope once International Financial Reporting Standard 18 Presentation and Disclosure in Financial Statements (IFRS 18) takes effect for annual reporting periods beginning on or after January 1, 2027. The Amendments are expected to come into force on December 29, 2026.

Background

IFRS 18 requires issuers to disclose management-defined performance measures (MPMs) and certain related information in a dedicated note to the issuer’s financial statements. For the purposes of NI 52-112, a “non-GAAP financial measure” is a financial measure disclosed by an issuer which, among other things, is not disclosed in the financial statements of an entity. As a result, without the Amendments, financial measures that have historically been treated as non-GAAP financial measures (e.g., adjusted net income and adjusted EBITDA) would have fallen outside of the scope of NI 52-112 if disclosed as MPMs under IFRS 18.

The Amendments

The Amendments are substantially consistent with those proposed in November 2025 and will introduce definitional changes and new disclosure requirements that are intended to align NI 52-112 with IFRS 18, while minimizing duplicative disclosure. For further information on the initial proposal for the Amendments, see our November 2025 bulletin CSA Proposes Amendments to Non-GAAP Disclosure Requirements in Response to IFRS 18. Changes reflected in the Amendments include the following:

• Continued Regulation of MPMs: The definition of “non-GAAP financial measure” will be expanded to include MPMs, ensuring that MPMs disclosed outside of an issuer’s financial statements (including in management’s discussion and analysis (MD&A), earnings releases and investor presentations) remain subject to NI 52-112. Related amendments clarify that the most directly comparable financial measure used for quantitative reconciliation and prominence purposes must be one that is not itself an MPM.
• Additional Subtotal Disclosure: NI 52-112 will define an “additional subtotal” as a subtotal disclosed in an issuer’s primary financial statements that is not defined or listed in, or the composition of which is not set forth in, the applicable accounting principles, and that is not a “specified financial measure” under NI 52-112. Pursuant to the Amendments, an issuer will not be permitted to disclose an additional subtotal outside its financial statements unless the document also discloses the most directly comparable financial measure (that is not an MPM) from the primary financial statements, and the additional subtotal is presented with no more prominence than that measure. This mirrors IFRS 18, under which a subtotal added to a primary financial statement cannot be displayed with more prominence than the totals and subtotals required by IFRS Accounting Standards.
• Incorporating Information by Reference: To reduce duplicative disclosure, issuers will be permitted to incorporate certain required disclosures in respect of MPMs by reference to the applicable notes to the issuer’s financial statements, provided that the notes contain all such required information and the other conditions set forth in NI 52-112 are met. Consistent with the version of NI 52-112 currently in force, issuers are not permitted to incorporate by reference required disclosures in respect of MPMs in earnings releases.
• Codification of Exemptions for Certain Financial Institutions: The Amendments will codify the exemptions available to certain financial institutions under existing CSA blanket orders and OSC Rule 52-503 for specified financial measures and additional subtotals disclosed under guidelines from the Office of the Superintendent of Financial Institutions or the Autorité des marchés financiers. This exemption will not apply in British Columbia, where B.C. Instrument 52-513 will continue to apply; however, all other blanket orders and OSC Rule 52-503 will be repealed once the Amendments take effect.

Changes From the Proposed Amendments

In response to comments received, the CSA made targeted changes in the final version of the Amendments from those initially proposed, primarily in the amendments to Companion Policy 52-112 Non-GAAP and Other Financial Measures Disclosure (as amended, Amended CP 52-112), including the following:

• Clarifying That MPMs Are Not Additional Subtotals: Amended CP 52-112 will confirm that a financial measure meeting the definition of an MPM is a specified financial measure and not an additional subtotal subject to the new requirements under the Amendments. MPMs will instead be subject to the requirements applicable to non-GAAP financial measures under NI 52-112.
• Removal of “Two-Step” Reconciliation Guidance: The CSA removed the proposed companion policy guidance on “two-step” reconciliations. Issuers may still use a two-step reconciliation approach, but any specified financial measure or additional subtotal used as an intermediate measure in such a reconciliation will also need to comply with the requirements in NI 52-112 if disclosed outside of the issuer’s financial statements.
• Combinations of Line Items: Amended CP 52-112 will clarify that a measure combining different line items from the primary financial statements will be a non-GAAP financial measure if it depicts financial performance, financial position or cash flow of an issuer, unless it is separately disclosed in the notes to the financial statements (other than in the note disclosing MPMs).
• Anti-Avoidance: The CSA expanded its anti-avoidance guidance in the Amended CP 52-112 to cover non-GAAP ratios in order to address a potential gap resulting from the fact that ratios are not MPMs under IFRS 18, but that their numerators or denominators may be. Amended CP 52-112 will provide that an issuer should not disclose or refer to a financial measure in the notes to its financial statements to avoid the application of NI 52-112 and that, although accounting standards may permit an issuer to include additional information in the notes to the financial statements that the issuer believes may be useful for users, the CSA expects the issuer to apply the requirements under NI 52-112 pertaining to such non-GAAP financial measures or non-GAAP ratios, as applicable, if the measure otherwise meets the relevant definition in NI 52-112.

The CSA declined to adopt several other suggestions, including creating a stand-alone category for MPMs, narrowing the definition of “additional subtotal” and providing further guidance on “non-recurring” items.

Considerations for Issuers

Issuers are encouraged to take a proactive approach in preparing for and managing the transition to IFRS 18 and the Amendments. Key practical considerations include the following:

• Review Existing Disclosure: Existing disclosure documents should be reviewed to identify all non-GAAP financial measures and other specified financial measures currently disclosed outside the issuer’s financial statements, and issuers should assess whether they constitute MPMs or additional subtotals in order to modify their disclosures accordingly. Amended CP 52-112 provides that issuers should use the same label when disclosing a financial measure both inside and outside of its financial statements and the notes thereto.
• Evaluate Internal Processes and Controls: Internal reporting and disclosure processes and controls should be evaluated to ensure that proper systems are in place to identify and disclose MPMs, additional subtotals and other specified financial measures in accordance with IFRS 18 and the Amendments.
• Streamline Disclosure: Issuers should consider incorporating disclosures required in respect of MPMs by reference to the notes to the financial statements, where permitted, keeping in mind that quantitative reconciliations of MPMs must still be included in earnings releases.
• Communicate With Stakeholders: Issuers should be proactive in explaining changes in performance measures and disclosure practices. Pursuant to Amended CP 52-112, the adoption of a new accounting standard, including IFRS 18, is not a basis for omitting comparative disclosure, and comparative non-GAAP financial measures should be restated where the new standard is applied retrospectively.

Potential Future Amendments

The CSA has noted that the International Accounting Standards Board is considering whether to require disclosure in the notes to an issuer’s financial statements of other financial measures beyond MPMs that have historically been considered non-GAAP financial measures (for example, free cash flow). These potential developments are not addressed in the Amendments, and the CSA will continue to monitor developments in this area and assess whether further amendments to NI 52-112 will be required. In the meantime, issuers and their advisors should carefully review the Amendments in advance of their first filings under IFRS 18.

For further information, please contact the authors or any other member of our Capital Markets group.