The Canadian Securities Administrators Publish Final Amendments To Non-GAAP And Other Financial Measures Disclosure Rules

On October 15, 2026, the Canadian Securities Administrators (CSA) published final amendments to National Instrument 52-112 Non-GAAP and Other Financial Measures Disclosure (NI 52-112) and related changes to Companion Policy 52-112 (CP 52-112). The amendments clarify that management-defined performance measures (MPMs) under IFRS 18 Presentation and Disclosure in Financial Statements¹ (IFRS 18) remain subject to NI 52-112 when disclosed outside the financial statements. The amendments also address incorporation by reference of certain disclosures, prominence requirements for additional subtotals, codification of existing exemptions for certain financial institutions and guidance on reconciliations and consistent labeling of financial measures.

Subject to necessary approvals, the amendments will take effect on December 29, 2026, ahead of IFRS 18 becoming effective for reporting periods beginning on or after January 1, 2027. Once effective, IFRS 18 and NI 52-112 will impact disclosure requirements for annual and interim reporting. Issuers with a December 31 year end will need to assess the impact of IFRS 18 for their Q1 2027 interim financial reports. If an issuer uses MPMs in its public communications, MPM disclosure will be required in the notes to the interim financial statements.

What are MPMs?

Many issuers use adjusted performance measures that are not recognized under GAAP to provide additional insight into management’s assessment of the business. Such measures are commonly used in investor communications, such as investor presentations, news releases and management’s discussion and analyses (MD&A). IFRS 18 is intended to bring greater transparency and consistency to how certain of these measures are reported by requiring issuers to explain and reconcile MPMs within the notes to the financial statements.

IFRS 18 defines an MPM as a subtotal of income and expenses that is (a) used in public communications outside the financial statements, (b) communicates management’s view of an aspect of the financial performance of the entity as a whole, and (c) is not a subtotal that is prescribed by IFRS Accounting Standards or specifically excluded by IFRS 18.

Reason for amendments

The amendments address a potential gap in NI 52-112 arising from IFRS 18, which requires entities to disclose MPMs in the notes to their financial statements.

Under NI 52-112, a non-GAAP financial measure is defined, in part, by reference to whether the measure is disclosed in the financial statements. Without the amendments, measures such as adjusted net income and adjusted EBITDA could fall outside the definition of a non-GAAP financial measure once disclosed as MPMs in the financial statements, even when subsequently disclosed in an MD&A, earnings release or investor presentation.

The amendments expressly include MPMs within the definition of a non-GAAP financial measure, ensuring these measures remain subject to NI 52-112 when disclosed outside the financial statements. The CSA describes its approach as narrow in scope and intended to minimize disruption to existing disclosure practices.

The amendments follow a consultation launched on November 13, 2025, which closed on February 11, 2026, and generated nine comment letters. All commenters generally supported the proposed amendments and all CSA members except the Ontario Securities Commission have also published an amendment to Multilateral Instrument 11-102 Passport System.

Key changes

The amendments introduce four principal changes to NI 52-112.

1. MPMs remain subject to non-GAAP disclosure requirements

The revised definition of “non-GAAP financial measure” expressly includes an MPM, as defined under the accounting principles applicable to the entity. Issuers must continue to comply with the applicable NI 52-112 requirements, including identification as non-GAAP, appropriate prominence, explanations and reconciliation to the most directly comparable measure in the primary financial statements that is not itself an MPM.

MPMs represent only a subset of commonly used non-GAAP measures. For example, non-GAAP measures such as free cash flow, net debt, EBITDA margin and financial ratios are not subtotals of income and expenses and are therefore not MPMs. In addition, IFRS 18 excludes certain well-understood and consistently used non-GAAP measures such as gross profit and profit/loss from continuing operations as MPMs. 

Thus, while not every non-GAAP measure will require new disclosure in an MPM note, issuers will need to map their MPM and other non-GAAP measures to determine the appropriate placement of their disclosure to comply with new requirements of IFRS 18 and NI 52-112.

For additional background on the existing requirements, see our previous Osler Update, Understanding recent changes to non-GAAP and other financial measure disclosure.

2. Certain MPM disclosures may be incorporated by reference

Issuers may incorporate by reference certain MPM information contained in the relevant notes to their financial statements, provided the notes contain the information NI 52-112 requires. The referencing document must expressly incorporate the information and specify its location and the required statement regarding availability on SEDAR+. This creates an opportunity to reduce duplicative disclosure in eligible documents by using the MPM note as the main source of disclosure.

The CSA specifically declined to amend NI 52-112 to permit incorporation by reference where the document including the non-GAAP measure is an earnings release. The CSA retains this restriction because earnings releases are “one of the most critical documents relied upon by investors and where the use of specified financial measures is generally most prevalent.”

3. Additional subtotals are subject to prominence requirements

Under amendments to Part 3.1 of NI 52-112, issuers may disclose an “additional subtotal” outside the financial statements only if

• the document also discloses the most directly comparable measure in the primary financial statements that is not an MPM
• the additional subtotal is not presented more prominently than the comparator

These requirements align with IFRS 18. For example, “cash flow from operating activities before working capital changes” should not be discussed more prominently than “cash flow from operating activities.” A measure that qualifies as an MPM is not considered an additional subtotal for this purpose.

4. Existing financial institution relief is codified

The amendments incorporate certain financial institution exemptions currently found in blanket orders and Ontario Rule 52-503. The rule will be repealed on December 29, 2026. The relief does not apply in British Columbia, where BC Instrument 52-513 will continue to apply.

Updated anti-avoidance rules

Updated anti-avoidance guidance in CP 52-112 cautions that issuers should not disclose or refer to a financial measure in the notes to the financial statements as a means to avoid NI 52-112. The CSA expects the requirements for non-GAAP financial measures and non-GAAP ratios to apply to such measures where other definitional conditions are met. This is relevant to ratios, which are not MPMs under IFRS 18 but may have an MPM as a numerator or denominator.

Looking ahead

The CSA will continue monitoring developments in IFRS reporting and assessing whether further amendments are needed.

The IASB is considering whether to require disclosure of additional measures in financial statement notes, including those historically considered to be non-GAAP measures, such as free cash flow. Any expansion could have further implications for the scope of NI 52-112.

Footnote

^{1. Issued by the International Accounting Standards Board (IASB) on April 9, 2024.}

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.