ERRAF Emera Inc (PK)

/s/ Brian C. Curry

Description

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, 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, 2023.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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 covered by the annual filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual 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 periods presented in the annual filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for 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 of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework.

N/A

Limitation on scope of design: The issuer has disclosed in its annual MD&A

the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:

a proportionately consolidated entity in which the issuer has an interest;

a special purpose entity in which the issuer has an interest; or

a business that the issuer acquired not more than 365 days before the issuer’s financial year end; and

summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements

Evaluation: The issuer’s other certifying officer(s) and I have

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at 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

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

N/A

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2023 and ended on December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Reporting to the issuer’s auditors and board of directors or audit committee: The 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 management or other employees who have a significant role in the issuer’s ICFR.

Review: I have reviewed the AIF, if any, annual financial statements and annual MD&A, 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, 2023.

No misrepresentations: Based on my knowledge, having exercised reasonable diligence, the annual 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 covered by the annual filings.

Fair presentation: Based on my knowledge, having exercised reasonable diligence, the annual 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 periods presented in the annual filings.

Responsibility: The issuer’s other certifying officer(s) and I are responsible for 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 of Disclosure in Issuers’ Annual and Interim Filings, for the issuer.

Design: Subject to the limitations, if any, described in paragraphs 5.2 and 5.3, the issuer’s other certifying officer(s) and I have, as at the financial year end

designed DC&P, or caused it to be designed under our supervision, to provide reasonable assurance that

material information relating to the issuer is made known to us by others, particularly during the period in which the annual filings are being prepared; and

information required to be disclosed by the issuer in its annual filings, interim filings or other reports filed or submitted by it under securities legislation is recorded, processed, summarized and reported within the time periods specified in securities legislation; and

designed ICFR, or caused it to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer’s GAAP.

Control framework: The control framework the issuer’s other certifying officer(s) and I used to design the issuer’s ICFR is the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Internal Control – Integrated Framework.

N/A

Limitation on scope of design: The issuer has disclosed in its annual MD&A

the fact that the issuer’s other certifying officer(s) and I have limited the scope of our design of DC&P and ICFR to exclude controls, policies and procedures of:

a proportionately consolidated entity in which the issuer has an interest;

a special purpose entity in which the issuer has an interest; or

a business that the issuer acquired not more than 365 days before the issuer’s financial year end; and

summary financial information about the proportionately consolidated entity, special purpose entity or business that the issuer acquired that has been proportionately consolidated or consolidated in the issuer’s financial statements

Evaluation: The issuer’s other certifying officer(s) and I have

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s DC&P at 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

evaluated, or caused to be evaluated under our supervision, the effectiveness of the issuer’s ICFR at the financial year end and the issuer has disclosed in its annual MD&A

our conclusions about the effectiveness of ICFR at the financial year end based on that evaluation; and

N/A

Reporting changes in ICFR: The issuer has disclosed in its annual MD&A any change in the issuer’s ICFR that occurred during the period beginning on October 1, 2023 and ended on December 31, 2023 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

Reporting to the issuer’s auditors and board of directors or audit committee: The 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 management or other employees who have a significant role in the issuer’s ICFR.

Year ended

December 31, 2023

Earnings Coverage ⁽¹⁾

Earnings coverage is equal to consolidated net income attributable to common shareholders plus: income taxes, 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 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 29.0 per cent.

Quarterly adjusted earnings per share (“EPS”)¹ of $0.63 decreased $0.30 compared to $0.93 in Q4 2022, with $0.17 of the decrease attributable to the recognition of a litigation award received in Q4 2022. Excluding the impact of the litigation award, quarterly adjusted EPS¹ decreased $0.13 or 17% to $0.63 compared to $0.76 in Q4 2022. Quarterly reported EPS decreased $0.76 to $1.04 in Q4 2023 compared to $1.80 in Q4 2022 primarily due to higher after-tax mark-to-market (“MTM”) gains in 2022.

For the year, adjusted EPS¹ of $2.96 decreased $0.24 compared to $3.20 in 2022. Excluding the impact of the litigation award recognized in the Q4 2022, adjusted EPS¹ decreased $0.07 or 2% to $2.96 compared to $3.03 in 2022. Annual reported EPS of $3.57 was consistent with 2022 annual reported EPS of $3.56

Operating cash flow before changes in working capital increased by 104% to $2.3 billion compared to $1.1 billion in 2022 due to the recovery of 2022 fuel and storm costs in 2023.

$2.9 billion planned rate base investment in 2023 was successfully executed, including many reliability focused investments and cleaner energy projects like an additional 230 MWs of solar in Florida bringing Tampa Electric’s total solar capacity to 1,255 MWs; the highest per customer in the state.

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

millions of Canadian dollars

Adjusted net income – 2022 ^1,2

Operating Unit Performance

Increased earnings at NSPI due to new base rates and increased sales volumes, partially offset by higher OM&G, interest expense and depreciation

Increased income from equity investments at NSPML quarter-over-quarter primarily due to Maritime Link holdback recognized in Q4 2022. Year-over-year also due to the partial reversal in Q3 2023 of the Maritime Link holdback recognized in 2022

Decreased earnings quarter-over-quarter at TEC due to increased interest expense, depreciation, state and municipal taxes, unfavourable weather, and higher OM&G, partially offset by new base rates and customer growth driving higher sales volumes. Increased earnings year-over-year due to new base rates, the impact of a weaker CAD and customer growth, partially offset by higher interest expense, depreciation, state and municipal taxes and unfavourable weather

Decreased earnings quarter-over-quarter at NMGC primarily due to lower asset optimization revenues and higher OM&G, partially offset by new base rates. Increased earnings year-over-year due to new base rates, partially offset by higher OM&G and interest expense

Decreased earnings at EES due to more favourable market conditions in 2022

Corporate

Decreased OM&G, pre-tax, due to timing of long-term compensation and related hedges

Increased interest expense, pre-tax, due to higher interest rates and higher debt levels

Decreased income tax recovery quarter-over-quarter primarily due to the impact of effective state tax rates

Litigation award, after tax and legal costs, in Q4 2022

Other Variances

Adjusted net income – 2023 ^1,2

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

Excludes the effect of MTM adjustments, net of tax, 2022 GBPC impairment charge and the impact of the 2022 NSPML unrecoverable costs.

per share amounts)

Adjusted net income ^1,2

Florida Electric Utility

Canadian Electric Utilities³

Gas Utilities and Infrastructure

Other Electric Utilities⁴

Other ⁵

Adjusted net income^1,2

MTM gain, after-tax⁶

Impairment charge

NSPML unrecoverable costs⁷

Net income attributable to common shareholders

EPS (basic)

Adjusted EPS (basic) ^1,2

See “Non-GAAP Financial Measures and Ratios” noted below.

Excludes the effect of MTM adjustments, GBPC impairment charge and the impact of the NSPML unrecoverable costs.

Excludes the impact of the NSPML unrecoverable costs.

Excludes the effect of the GBPC impairment charge and MTM adjustments.

Excludes the effect of MTM adjustments.

Net of income tax expense of $44 million for the three months ended December 31, 2023 (2022 – $124 million expense) and $68 million expense for the year ended December 31, 2023 (2022 – $73 million expense).

After-tax unrecoverable costs were recorded in “Income from equity investments” on Emera’s Consolidated Statements of Income.