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6-K

Emera Inc (EMA)

6-K 2025-02-21 For: 2025-02-21
View Original
Added on April 10, 2026

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OFFOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2025

Commission File Number: 000-54516

Emera Incorporated

(Exact name of registrant as specified in its charter)

5151 TerminalRoad

Halifax NS B3J 1A1

Canada

(Address ofprincipal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F ☐   Form 40-F ☑

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

EMERA INCORPORATED
Date: February 21, 2025 By: /s/ Brian C. Curry
Name: Brian C. Curry
Title: Corporate Secretary

EXHIBIT INDEX

Exhibit No. Description
99.1 Form 52-109F1 Certification of Annual Filings by the Chief Executive Officer
99.2 Form 52-109F1 Certification of Annual Filings by the Chief Financial Officer
99.3 Emera Incorporated Earnings Coverage Ratio for the Twelve Months Ended December 31, 2024
99.4 Emera Incorporated Media Release dated February 21, 2025

EX-99.1

Exhibit 99.1

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Scott Balfour, President and Chief Executive Officer of Emera Inc., certify the following:

1. Review: **** I have reviewed the AIF, if any, annual financial statements and annual MD&A,<br>including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Emera Inc., (the “issuer”) for the financial year ended December 31, 2024.<br>
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual<br>filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period<br>covered by the annual filings.
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3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual<br>financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the<br>periods presented in the annual filings.
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4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for<br>establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification ofDisclosure in Issuers’ Annual and Interim Filings, for the issuer.
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5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the<br>issuer’s other certifying officer(s) and I have, as at the financial year end
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a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that<br>
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i. material information relating to the issuer is made known to us by others, particularly during the period in<br>which the annual filings are being prepared; and
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ii. information required to be disclosed by the issuer in its annual filings, interim filings or other reports<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
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b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the<br>reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
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5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used<br>to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework.
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5.2 N/A
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5.3 Limitation on scope of design: The issuer has disclosed in its annual MD&A<br>
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a. the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of<br>DC&P and ICFR to exclude controls, policies and procedures of:
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i. a proportionately consolidated entity in which the issuer has an interest;
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ii. a special purpose entity in which the issuer has an interest; or
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iii. a business that the issuer acquired not more than 365 days before the issuer’s financial year end; and<br>
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b. summary financial information about the proportionately consolidated entity, special purpose entity or business<br>that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements
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6. Evaluation: The issuer’s other certifying officer(s) and I have
--- ---
a. evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at<br>the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
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b. evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the<br>financial year end and the issuer has disclosed in its annual MD&A
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i. our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and<br>
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ii. N/A
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7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the<br>issuer’s ICFR that occurred during the period beginning on October 1, 2024 and ended on December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
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8. Reporting to the issuer’s auditors and board of directors or audit committee: The<br>issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves<br>management or other employees who have a significant role in the issuer’s ICFR.
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Date: February 21, 2025

“Scott Balfour”
Scott Balfour
President and Chief Executive Officer

EX-99.2

Exhibit 99.2

FORM 52-109F1

CERTIFICATION OF ANNUAL FILINGS

FULL CERTIFICATE

I, Greg Blunden, Chief Financial Officer of Emera Inc., certify the following:

1. Review: **** I have reviewed the AIF, if any, annual financial statements and annual MD&A,<br>including, for greater certainty, all documents and information that are incorporated by reference in the AIF (together, the “annual filings”) of Emera Inc., (the “issuer”) for the financial year ended December 31, 2024.<br>
2. No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual<br>filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, for the period<br>covered by the annual filings.
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3. Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual<br>financial statements together with the other financial information included in the annual filings fairly present in all material respects the financial condition, financial performance and cash flows of the issuer, as of the date of and for the<br>periods presented in the annual filings.
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4. Responsibility: The issuer’s other certifying officer(s) and I are responsible for<br>establishing and maintaining disclosure controls and procedures (DC&P) and internal control over financial reporting (ICFR), as those terms are defined in National Instrument 52-109 Certification ofDisclosure in Issuers’ Annual and Interim Filings, for the issuer.
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5. Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the<br>issuer’s other certifying officer(s) and I have, as at the financial year end
--- ---
a) designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that<br>
--- ---
i. material information relating to the issuer is made known to us by others, particularly during the period in<br>which the annual filings are being prepared; and
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ii. information required to be disclosed by the issuer in its annual filings, interim filings or other reports<br>filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and
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b) designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the<br>reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.
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5.1 Control framework: The control framework the issuer’s other certifying officer(s) and I used<br>to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework.
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5.2 N/A
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5.3 Limitation on scope of design: The issuer has disclosed in its annual MD&A<br>
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a. the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of<br>DC&P and ICFR to exclude controls, policies and procedures of:
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i. a proportionately consolidated entity in which the issuer has an interest;
--- ---
ii. a special purpose entity in which the issuer has an interest; or
--- ---
iii. a business that the issuer acquired not more than 365 days before the issuer’s financial year end; and<br>
--- ---
b. summary financial information about the proportionately consolidated entity, special purpose entity or business<br>that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements
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6. Evaluation: The issuer’s other certifying officer(s) and I have
--- ---
a. evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at<br>the financial year end and the issuer has disclosed in its annual MD&A our conclusions about the effectiveness of DC&P at the financial year end based on that evaluation; and
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b. evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the<br>financial year end and the issuer has disclosed in its annual MD&A
--- ---
i. our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and<br>
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ii. N/A
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7. Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the<br>issuer’s ICFR that occurred during the period beginning on October 1, 2024 and ended on December 31, 2024 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.
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8. Reporting to the issuer’s auditors and board of directors or audit committee: The<br>issuer’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of ICFR, to the issuer’s auditors, and the board of directors or the audit committee of the board of directors any fraud that involves<br>management or other employees who have a significant role in the issuer’s ICFR.
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Date: February 21, 2025
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“Greg Blunden”
Greg Blunden
Chief Financial Officer

EX-99.3

Exhibit 99.3

Emera Incorporated

Earnings Coverage Ratio

Pursuant to Section 8.4 of National Instrument 44-102, this updated calculation of the earnings coverage ratio is filed as an exhibit to the audited consolidated financial statements of Emera Incorporated (“Emera”) for the year ended December 31, 2024.

The following earnings coverage ratio is calculated on a consolidated basis for the year ended December 31, 2024.

Year ended<br><br><br>December 31,<br>2024
Earnings Coverage ^(1)^ 1.26
^(1)^ Earnings coverage is equal to consolidated net income attributable to common shareholders plus: income taxes,<br>interest on debt, amortization of debt financing costs, allowance for funds used during construction and preferred share dividends declared during the period together with undeclared preferred share dividends, if any, divided by the sum of interest<br>on debt, amortization of debt financing costs, allowance for funds used during construction, capitalized interest and preferred dividends grossed up to a before-tax equivalent using an effective tax rate of<br>29.0 per cent.
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Emera’s dividend requirements on all of its preferred shares, grossed up to a before-tax equivalent using an effective income tax rate of 29.0 per cent, amounted to $103 million **** for the year ended December 31, 2024. Emera’s interest requirements for the year ended December 31, 2024 amounted to $996 million. Emera’s consolidated income before interest and income tax for the year ended December 31, 2024 was $1,382 million, which is 1.26 times Emera’s aggregate preferred dividends and interest requirements for this period.

EX-99.4

Exhibit 99.4

LOGO

Emera Reports 2024 Fourth Quarter and Annual Financial Results

Company release: 02/21/25

HALIFAX, Nova Scotia — Today Emera (TSX: EMA) reported 2024 fourth quarter and annual financial results.

Highlights

Quarterly adjusted earnings per share (“Adjusted EPS”) grew 33% to $0.84 compared to $0.63 in Q4 2023<br>driven by solid operating performance across all regulated utilities which offset lower contributions from the Labrador Island Link (“LIL”) as a result of the sale of our equity interest in the LIL in Q2 2024.
Full year adjusted EPS of $2.94 was generally in line with 2023 adjusted EPS of $2.96.
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Fourth quarter reported EPS of $0.52 compared to $1.04 last year. Full year reported EPS of $1.71 compared to<br>$3.57 in 2023.
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Executed largest ever annual capital plan of $3.2 billion, driving 7% rate base growth year-over-year.<br>
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Constructive completion of Tampa Electric’s (“TEC”) rate case resulting in a 10.5% ROE and<br>$185 million USD increase in 2025 revenue, $87 million USD in 2026 and $9 million USD in 2027.
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“2024 was a year of significant progress for Emera. We delivered on our key objectives and in doing so, have strategically positioned the business to meet the evolving demands within our industry and capitalize on the robust organic growth opportunities in our Florida utilities” said Scott Balfour, President and CEO of Emera Inc. “In 2025 our focus will be on executing on our largest ever 5-year $20 billion capital plan, driving value for our utilities’ customers through prudent investment in reliability, grid modernization and infrastructure expansion, while at the same time, growing earnings and cash flow for shareholders.”

2024 Financial Results

2024 reported net income was $494 million, or $1.71 per common share, compared with a reported net income of $978 million, or $3.57 per common share in 2023. For the year ended December 31, 2024, net income attributable to common shareholders, compared to the same period in 2023, was unfavourably impacted by $225 million in charges, primarily goodwill impairment, related to the pending sale of NMGC, decreased MTM gains and $26 million in charges related to wind-down costs and certain asset impairments and was favourably impacted by the $129 million gain on sale of LIL, and the $58 million tax benefit related to a specific financing structure and its wind-up.

2024 adjusted net income^1^ was $849 million, or $2.94 per common share, compared with $809 million, or $2.96 per common share in 2023. The increase in 2024 adjusted net income was primarily due to increased earnings across all of our utilities and increased Corporate income tax recovery. These were partially offset by increased Corporate interest expense; lower equity earnings from LIL due to the Q2 2024 sale; and decreased earnings at Emera Energy.

The translation impact of a weaker CAD on USD earnings was more than offset by the realized and unrealized losses on FX hedges used to mitigate the translation risk of USD earnings, resulting in a $29 million decrease to net income in Q4 2024 and $35 million decrease to net income for the year ended December 31, 2024, compared to the same periods in 2023. Weakening of the CAD increased adjusted net income by $2 million in Q4 2024 and $5 million for the year ended December 31, 2024, compared to the same periods in 2023. Impacts of the changes in the translation of the CAD include the impacts of Corporate FX hedges used to mitigate translation risk of USD earnings in the Other segment.

Q4 2024 Financial Results

Q4 2024 reported net income was $154 million, or $0.52 per common share, compared with net income of $289 million, or $1.04 per common share, in Q4 2023.

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For Q4 2024, net income attributable to common shareholders as compared to Q4 2023, was unfavourably impacted by a $260 million increase in MTM losses, the $26 million charges related to wind-down costs and certain asset impairments, and favourably impacted by the $58 million tax benefit related to a specific financing structure and its wind-up and the $22 million related to the incremental gain on sale of LIL.

Q4 2024 adjusted net income^1^was $246 million, or $0.84 per common share, compared with $175 million, or $0.63 per common share, in Q4 2023. Adjusted net income increased $71 million, primarily due to increased earnings across all of our regulated utilities and an increased Corporate income tax recovery. These increases were partially offset by lower equity earnings due to the sale of LIL in Q2 2024, increased Corporate operating, maintenance and general expense (“OM&G”) due to the timing of long-term incentive expenses and related hedges, increased Corporate interest expense, and decreased earnings at Emera Energy.

(1) See “Non-GAAP Financial Measures and Ratios” noted below and “Segment Results and Non-GAAP Reconciliation” below for reconciliation to nearest GAAP measure.

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Consolidated Financial Review

The following table highlights significant changes in adjusted net income attributable to common shareholders from 2024 to 2023.

For the<br>millions of Canadian dollars Year ended<br>December 31
Adjusted net income – 2023<br>1,2 175 **** $ 809 ****
Operating Unit Performance
Increased earnings at NSPI due to increased income tax recovery, partially offset by higher<br>OM&G due to a lower storm cost deferral 31 19
Increased earnings quarter-over-quarter at Other Electric Utilities primarily due to the timing of<br>recovery of fuel costs and lower OM&G. Year-over-year increased primarily due to higher sales volumes, partially offset by higher OM&G 17 13
Increased earnings quarter-over-quarter at NMGC due to higher revenue from new base rates,<br>partially offset by higher income tax expense. Decreased earnings year-over-year due to lower asset optimization revenue, partially offset by higher revenue from new base rates 14 (4 )
Increased earnings at PGS due to higher revenue from new base rates and customer growth, partially<br>offset by increased interest expense, depreciation, OM&G, and income tax expense 11 58
Increased earnings at TEC due to higher revenues from customer growth and new base rates, and the<br>impact of a weaker CAD, partially offset by higher OM&G, and depreciation. Year-over-year increased earnings also due to lower income tax expense and lower interest expense, partially offset by unfavourable weather 5 17
Decreased earnings year-over-year at EES due to favourable hedging opportunities in Q1 2023 and<br>less favourable market conditions in 2024 (3 ) (16 )
Decreased earnings at Bear Swamp Power Company LLC primarily due to the recognition of investment<br>tax credits in 2023 (13 ) (20 )
Decreased income from equity investments due to the sale of LIL equity interest (16 ) (32 )
Corporate
Decreased deferred income tax asset valuation allowance due to the utilization of tax loss<br>carryforwards 36 39
Increased income tax recovery due to increased loss before provision for income taxes 15 20
Increased interest expense due to the impact of a weaker CAD on interest expense, increased<br>total Corporate debt and increased interest rates (9 ) (38 )
Increased OM&G quarter-over-quarter primarily due to the timing difference in the valuation of<br>long-term incentive expense and related hedges (16 ) (1 )
Other Variances (1 ) **** (15 )
Adjusted net income – 2024 246 **** $ 849 ****

All values are in US Dollars.

For further details of reportable segments contributions, refer to the “Financial Highlights” section****

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Segment Results and Non-GAAP Reconciliation

For the<br> <br>millions of Canadian dollars<br>(except Three months ended<br>December 31 Year ended<br>December 31
per share amounts) 2024 2023 2024 2023
Adjusted net income ^^^1^
Florida Electric Utility $ 120 **** $ 115 $ 644 **** $ 627
Canadian Electric Utilities **** 77 **** 68 **** 232 **** 247
Gas Utilities and Infrastructure **** 87 **** 59 **** 267 **** 214
Other Electric Utilities **** 21 **** 4 **** 48 **** 35
Other **** (59 ) (71 ) **** (342 ) (314 )
Adjusted net income^1^ $ 246 **** $ 175 $ 849 **** $ 809
Gain on sale of LIL, after-tax^2^ **** 22 **** **** 129 ****
Financing structure wind-up **** 58 **** **** 58 ****
Charges related to wind-down costs and certain asset impairments, after-tax^3^ **** (26 ) **** (26 )
Charges related to the pending sale of NMGC, after-tax ^4,5^ **** **** **** (225 )
MTM (loss) gain, after-tax^6^ **** (146 ) 114 **** (291 ) 169
Net income attributable to common shareholders $ 154 **** $ 289 $ 494 **** $ 978
EPS (basic) $ 0.52 **** $ 1.04 $ 1.71 **** $ 3.57
Adjusted EPS (basic) $ 0.84 **** $ 0.63 $ 2.94 **** $ 2.96
^1^ See “Non-GAAP Financial Measures and Ratios” noted below.
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^2^ Includes an income tax recovery of $22 million for the three months ended December 31, 2024 andnet of income tax expense of $53 million for the year ended December 31, 2024 (2023 – nil).
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^3^ Net of income tax recovery of $6 million for the three months and year ended December 31, 2024(2023 – nil).
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^4^ Represents (i) $206 million in non-cash goodwill and otherimpairment charges, after-tax and (ii) $19 million in transaction costs, after-tax for the year ended December 31, 2024 (2023 – nil).
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^5^ Net of income tax recovery of $21 million for the year ended December 31, 2024 (2023 – nil).
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^6^ Net of income tax recovery of $57 million for the three months ended December 31, 2024 (2023– $44 million expense) and $117 million recovery for the year ended December 31, 2024 (2023 – $68 million expense)
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Outlook

Emera remains committed to achieving its targeted 5-7% average adjusted EPS growth through 2027 and to deliver on its $20 billion 5-year capital plan. These customer-focused investments will drive a forecasted 7-8% rate base growth.

^1^Non-GAAP Financial Measures and Ratios

Emera uses financial measures that do not have standardized meaning under USGAAP and may not be comparable to similar measures presented by other entities. Emera calculates the non-GAAP measures and ratios by adjusting certain GAAP measures for specific items. Management believes excluding these items better distinguishes the ongoing operations of the business. For further information on the non-GAAP financial measure, adjusted net income, and the non-GAAP ratio, adjusted EPS – basic, refer to the “Non-GAAP Financial Measures and Ratios” section of the Emera’s Q4 2024 MD&A which is incorporated herein by reference and can be found on SEDAR+ at www.sedarplus.ca. Reconciliation to the nearest GAAP measure is included in “Segment Results and Non-GAAP Reconciliation” above.

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Forward Looking Information

This news release contains forward-looking information within the meaning of applicable securities laws. By its nature, forward-looking information requires Emera to make assumptions and is subject to inherent risks and uncertainties. These statements reflect Emera management’s current beliefs and are based on information currently available to Emera management. There is a risk that predictions, forecasts, conclusions and projections that constitute forward-looking information will not prove to be accurate, that Emera’s assumptions may not be correct and that actual results may differ materially from such forward-looking information. Additional detailed information about these assumptions, risks and uncertainties is included in Emera’s securities regulatory filings, including under the heading “Enterprise Risk and Risk Management” in Emera’s annual Management’s Discussion and Analysis, and under the heading “Principal Financial Risks and Uncertainties” in the notes to Emera’s annual and interim financial statements, which can be found on SEDAR+ at www.sedarplus.ca.

Teleconference Call

The company will be hosting a teleconference today, Friday, February 21, at 9:30 a.m. Atlantic (8:30 a.m. Eastern) to discuss the Q4 2024 financial results.

Analysts and other interested parties in North America are invited to participate by dialing 1-800-717-1738. International parties are invited to participate by dialing 1-289-514-5100. Participants should dial in at least 10 minutes prior to the start of the call. No pass code is required.

A live and archived audio webcast of the teleconference will be available on the Company’s website, www.emera.com. A replay of the teleconference will be available on the Company’s website two hours after the conclusion of the call.

About Emera Inc.

Emera (TSX: EMA) is a leading North American provider of energy services headquartered in Halifax, Nova Scotia, with investments in regulated electric and natural gas utilities, and related businesses and assets. The Emera family of companies delivers safe, reliable energy to approximately 2.6 million customers in Canada, the United States and the Caribbean. Our team of 7,600 employees is committed to our purpose of energizing modern life and delivering a cleaner energy future for all. Emera’s common and preferred shares are listed and trade on the Toronto Stock Exchange. Additional information can be accessed at www.emera.com or www.sedarplus.ca.

Emera Inc.

Investor Relations

Dave Bezanson, VP, Investor Relations & Pensions

902-474-2126

[email protected]

Media

902-222-2683

[email protected]

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