N-12025 Annual Financial Statements - Redacted
62 passages
Principles of Consolidation These consolidated financial statements include the accounts of NSPI and its wholly-owned subsidiary, NSPEMI. The Company performs ongoing analysis to assess whether it holds any variable interest entities ("VIE...
AI summary The consolidated financial statements include NSPI and its subsidiary NSPEMI. The company assesses variable interest entities (VIEs) by reviewing contractual arrangements like leases and purchase agreements to determine if it holds any. The primary beneficiary of a VIE must have control over significant economic activities and absorb potential losses.
Cash Collateral Derivatives, as reflected on the Consolidated Balance Sheets, are not offset by the fair value amounts of cash collateral with the same counterparty. Rights to reclaim cash collateral are recognized in "Receivables, net" an...
AI summary The Company reports a $3 million cash collateral receivable as of December 31, 2025, with potential for increased collateral requirements if credit events trigger full collateralization. Derivatives are not offset by cash collateral, and obligations to return collateral are recorded as accounts payable.
2025 Annual Financial Statements Attachment 2 Page 37 of 48 REDACTED (CONFIDENTIAL INFORMATION REMOVED) For the year ended December 31, 2025, NSPI issued 0.04 million common shares (2024 – 0.04 million common shares) to Emera for total con...
AI summary NSPI issued 0.04 million common shares to Emera in 2025 for $0.4 million and returned $340 million in capital. As of December 31, 2025, NSPI owed $185 million to Emera and affiliates, up from $150 million in 2024.
Deferred Share Unit Plan Under the Directors' DSU plan, Directors of the Company may elect to receive all or any portion of their compensation in DSUs in lieu of cash compensation, subject to requirements to receive a minimum portion of th...
AI summary The Deferred Share Unit (DSU) Plan allows Directors and executives to receive compensation in DSUs instead of cash, with DSUs tied to Emera's common shares. Directors' DSUs are redeemable upon leaving the Board, while executives must defer a percentage of their incentive awards into DSUs until ownership guidelines are met.
Share Capital For the year ended December 31, 2025, the Company issued 0.04 million (2024 – 0.04 million) common shares to Emera for total consideration of $0.4 million (2024 – $0.4 million) and returned $340 million of capital (2024 − nil...
AI summary NSPI issued 0.04 million common shares to Emera in 2025 for $0.4 million and returned $340 million of capital without reducing shares outstanding. Share count remained at 173.5 million as of December 31, 2025, same as 2024.
Defeasance Upon privatization of the former provincially owned Nova Scotia Power Corporation ("NSPC") in 1992, NSPI was appointed to manage and administer a portfolio of defeasance securities. The securities provide principal and interest...
AI summary Upon privatization in 1992, NSPI manages defeasance securities for NSPFC, an affiliate of the Province of Nova Scotia, to match $200 million in defeased NSPC debt. The securities are held in trust, with 66% invested in related debt, eliminating risk. NSPI administers cash flows under a Management and Administration Agreement, with NSPFC bank accounts integrated via a mirror netting agreement.
Transactions between the Company and its related parties reported in the Consolidated Statements of Income and Consolidated Balance Sheets are as follows: For the Year ended millions of dollars December 31 Nature of Service Presentation 20...
AI summary The document outlines transactions between the Company and its related parties, including sales and purchases of services and energy, and details the sale of development assets related to the Wasoqonatl transmission line project for $15 million.
On December 19, 2025, NSPI invested $9 million in WTI and recorded this within "Investments subject to significant influence" on the Consolidated Balance Sheets. Equity earnings issued to NSPI from WTI for the year ended December 31, 2025...
AI summary NSPI invested $9 million in WTI in 2025 and recorded it under investments with significant influence. NSPI issued shares to Emera and returned $340 million in capital. NSPI also had $185 million owed to Emera and affiliates as of December 31, 2025.
BUSINESS OF THE MEETING All resolutions placed before the Meeting must be approved by a majority of the votes cast. - Financial Statements: The audited financial statements of the Company for the fiscal year ended December 31, 2025 and the...
AI summary The document outlines the business of the meeting, including the approval of financial statements, election of directors, appointment of auditors, and auditor fees. Ernst & Young LLP has been the auditor since 2012 and is up for reappointment. The nominees for the Board of Directors are current directors willing to continue their service.
Directors' DSU Plan Under the Directors' Deferred Share Unit and Share Purchase Plan (the "Directors' DSU Plan"), non-employee Directors may elect to receive all or any portion of their cash compensation in DSUs in lieu of that cash compen...
AI summary The Directors' DSU Plan allows non-employee directors to receive DSUs instead of cash compensation, with a minimum DSU requirement and adherence to Emera's ownership guidelines.
2025 Annual Financial Statements Attachment 4 Page 6 of 24 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Nova Scotia Power Incorporated – Management Information Circular 2026 Directors' fees are paid on a quarterly basis and, at the time of...
AI summary Nova Scotia Power Incorporated outlines its 2026 Management Information Circular, detailing how directors' fees are converted into DSUs (Deferred Share Units) based on Emera's share value. DSUs accrue additional units during dividends and are redeemable in cash post-Board departure.
2025 Annual Financial Statements Attachment 4 Page 7 of 24 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Nova Scotia Power Incorporated – Management Information Circular 2026
AI summary This redacted page from Nova Scotia Power Incorporated's 2025 Annual Financial Statements Attachment 4 discusses confidential information related to the 2026 Management Information Circular. The document is part of a regulatory proceeding and includes financial data subject to confidentiality restrictions.
Benchmarking Data The NSPI Board and MRCC are responsible for annually reviewing the composition and use of comparator groups and to assist in determining the compensation recommendation for the Company's senior executives which are then b...
AI summary NSPI Board and MRCC oversee annual reviews of senior executive compensation, using Mercer and Hugessen as independent advisors to ensure alignment with market benchmarks. Biennial reviews assess compensation philosophy, pay-performance comparators, and market data to maintain equitable and current executive compensation programs.
2025 Compensation Decisions To assist in determining the appropriate compensation ranges for base salaries, target short-term incentives and target long-term incentives for the senior executive team at the beginning of 2025, the NSPI Board...
AI summary The NSPI Board and MRCC determined 2025 compensation ranges for senior executives by analyzing comparator groups of Canadian utility companies with revenue and asset sizes between half to twice NSPI's. The focus was on aligning executive pay with industry benchmarks.
Annual Compensation Review Process For each executive position, a range for base salary, target short-term incentive, and target long-term incentive is established annually, using the benchmarking data along with other information on indus...
AI summary The Annual Compensation Review Process establishes salary ranges for executives using benchmarking data and industry trends. Performance assessments of NEOs influence compensation decisions by the Emera MRCC, NSPI Board, and Emera Board. Advisors Mercer and Hugessen provided benchmarking results to set 2025 compensation levels for NEOs, reflected in the Table of compensation excluding compensation securities .
Compensation of Directors With the exception of the Lead Director, all other Directors who were not employees of NSPI or its parent company, Emera, received an annual retainer of $90,000 as compensation for their services as Directors in 2...
AI summary NSPI directors (excluding the Lead Director) received a $90,000 annual retainer in 2025, while the Lead Director received $135,000. Compensation is periodically reviewed for appropriateness. Directors may receive DSUs instead of cash, but no pension plans or equity incentives are offered.
Total Director Compensation in 2025 Director compensation details are disclosed in the Table of compensation excluding compensation securities and the table of Compensation Securities set forth below. The NSPI President and CEO did not rec...
AI summary NSPI discloses director compensation details, noting the President and CEO receive no additional compensation for director roles. Mr. Balfour, Emera's CEO, is compensated by Emera, not NSPI. NSPI reimburses director expenses and allocates $90,000 annually to Emera for Mr. Balfour's director fees, included in rates.
Pension Plan Benefits The Company has adopted a pension governance framework that sets out the structure and processes for overseeing the management and administration of all pension plans sponsored or administered by Emera and its affilia...
AI summary The Company has established a pension governance framework to oversee Emera's pension plans, ensuring proper management of liabilities. For 2025, one NEO participated in the defined benefit component, while four others participated in the defined contribution component of the Pension Plan.
2025 Annual Financial Statements Attachment 4 Page 21 of 24 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Nova Scotia Power Incorporated – Management Information Circular 2026 The compensatory and non-compensatory change figures for Mr. Blun...
AI summary Nova Scotia Power Incorporated outlines retirement award eligibility for employees hired before August 1, 2007, calculated as weekly base salary multiplied by years of service (max 26 weeks). Mr. Blunden is eligible if he retires with an Emera company by his unreduced retirement date.
Deferred Share Unit Plan The Deferred Share Unit (DSU) Plan is another component of Emera's long-term incentive program that is made available to senior leaders of the Company. A DSU is a notional share unit that is based on the value of a...
AI summary Emera's Deferred Share Unit (DSU) Plan is a long-term incentive program for senior leaders, linking DSUs to Emera's common shares. DSUs earn dividend equivalents and are deferred until employment ends, redeemable at fair market value. The plan aims to achieve share ownership guidelines without diluting shareholders and operates as an income deferral mechanism without performance metrics.
2025 Annual Financial Statements Attachment 4 Page 22 of 24 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Nova Scotia Power Incorporated – Management Information Circular 2026 Following a participant's departure from the Company and on a dat...
AI summary The text outlines the calculation method for DSUs (Deferred Share Units) upon employee departure, using a 10-day average Emera share price to mitigate short-term volatility. It also notes that the MRCC may issue special DSU awards for exceptional achievements or corporate objectives.
Payments to Rating Agencies NSPI has made, or will make, payments in the ordinary course to the Rating Agencies in connection with the assignment of ratings on both NSPI and its securities. As the Rating Agencies did not provide any other...
AI summary NSPI makes or will make payments to Rating Agencies for assigning ratings on NSPI and its securities. No other payments were made in 2023-2025 as no additional services were provided by Rating Agencies during this period.
NO INTERESTS OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS Other than Emera, which is the sole direct and indirect holder of the common shares of NSPI, none of the following persons or companies, namely (a) a Director or Officer of NSP...
AI summary The document states that Emera is the sole shareholder of NSPI, and no other directors, officers, or affiliated entities had material interests in transactions affecting NSPI over the past three years or the current year.
72% of adjusted net income (1), excluding Corporate costs, comes from our Florida operations
AI summary 72% of adjusted net income (excluding Corporate costs) is attributed to Florida operations, highlighting the significance of external operations in financial performance.
95% of adjusted net income (1), excluding Corporate costs, derived from our regulated utilities
AI summary The text references a 95% figure related to adjusted net income, excluding corporate costs, derived from regulated utilities. The focus is on financial metrics from regulated operations, with corporate expenses omitted from the calculation.
5–7% average adjusted EPS (2) growth target through 2030 (3) - (1) Based on 2025 adjusted net income attributable to common shareholders ("adjusted net income"), excluding Corporate costs of $380 million. Adjusted net income is a non-GAAP...
AI summary Emera sets a 5–7% average adjusted EPS growth target through 2030, based on 2025 adjusted net income excluding $380M in corporate costs. Adjusted EPS and rate base forecasts use 2024 as the base year, with non-GAAP measures detailed in the Q4 2025 MD&A.
Adjusted Net Income, Adjusted EPS – Basic, and Dividend Payout Ratio of Adjusted Net Income Emera calculates an adjusted net income attributable to common shareholders ("adjusted net income") measure by excluding items below from net incom...
AI summary Emera calculates adjusted net income by excluding specific items from net income to better reflect ongoing operations. Adjusted EPS and dividend payout ratios are derived from this measure, with reconciliations provided for multiple segments. These adjustments aim to enhance investor understanding of core business performance.
Adjusting Items Impacting All Periods
AI summary The section title 'Adjusting Items Impacting All Periods' indicates a focus on financial or accounting adjustments affecting all reporting periods, though no detailed content is provided in the text.
Mark-to-market ("MTM") Adjustments: Management believes excluding from net income the effect of MTM valuations and changes thereto, until settlement, better aligns the intent and financial effect of these contracts with the underlying cash...
AI summary Management excludes mark-to-market (MTM) adjustments from net income to align with cash flows, affecting performance evaluation and incentive compensation. Adjustments relate to trading instruments, Bear Swamp Power Company LLC, equity securities in BLPC, and FX hedges for USD earnings exposure.
Charges Related to the Pending Sale of NMGC: On August 5, 2024, Emera entered into an agreement to sell NMGC. In Q2 2025, the Company recognized a $71 million non-cash impairment charge, after-tax, and an additional loss of $1 million in e...
AI summary Emera recognized significant non-cash impairment charges and transaction costs related to its pending sale of NMGC. In Q3 2024, $206 million in goodwill impairment and $19 million in transaction costs were recorded, followed by $71 million in impairment and $1 million in costs in Q2 2025. Details are outlined in the 'Significant Items Affecting Earnings' and 'Other Developments' sections.
Gain on Sale of Emera's Indirect Minority Interest in the Labrador Island Link ("Gain on sale of LIL"): In Q2 2024, Emera recognized a $107 million gain, after tax and transaction costs, on the sale of LIL. In Q4 2024, Emera recognized a $...
AI summary Emera recognized a $107 million after-tax gain in Q2 2024 from selling its indirect minority interest in Labrador Island Link (LIL). A $22 million tax benefit in Q4 2024 arose from reversing a prior valuation allowance, offsetting taxable gains through loss carryforwards. Details are in the 'Significant Items Affecting Earnings' section.
Financing Structure Wind-Up: In Q4 2024, Emera recognized a $58 million tax benefit related to denied interest and financing expenses and the wind-up of a specific financing structure. For further details, refer to the "Significant Items A...
AI summary Emera recognized a $58 million tax benefit in Q4 2024 related to denied interest and financing expenses from the wind-up of a specific financing structure. Details are in the 'Significant Items Affecting Earnings' section.
Reconciliation of Net Income Attributable to Common Shareholders to Adjusted Net Income For the Three months ended December 31 Year ended December 31 millions of dollars (except per share amounts) 2025 2024 2025 2024 2023 Net income attrib...
AI summary The document presents a reconciliation of net income attributable to common shareholders to adjusted net income for NSPI, showing adjustments for items like MTM gains, pending sale charges, and asset impairments. Adjusted net income rose to $167M for the three months ended December 31, 2025, compared to $246M in 2024, with corresponding annual figures of $1,045M and $849M.
EBITDA and Adjusted EBITDA Earnings before interest, income taxes, depreciation and amortization ("EBITDA") and adjusted EBITDA are non-GAAP financial measures used by Emera. These financial measures are used by numerous investors and lend...
AI summary Emera uses EBITDA and Adjusted EBITDA as non-GAAP financial measures to assess operating performance and debt-servicing ability. Adjusted EBITDA excludes specific charges and gains, such as impairment costs and wind-down expenses, to provide a clearer view of financial performance.
Gain on Sale of LIL On June 4, 2024, Emera completed the sale of its LIL equity interest. A gain on sale of $182 million after transaction costs ($107 million, after tax and transaction costs, or $0.37 per common share), was recognized in...
AI summary Emera completed the sale of its LIL equity interest on June 4, 2024, recognizing a $182 million pre-tax gain in Q2 2024. A $22 million tax benefit was recorded in Q4 2024 due to the reversal of a valuation allowance, offsetting prior year loss carryforwards related to the sale. Details are in note 4 of the financial statements.
Other Income, net For Q4 2025, other income, net increased $59 million compared to Q4 2024, due to decreased FX losses and the 2024 charges related to wind-down costs and certain asset impairments. For the year ended December 31, 2025, oth...
AI summary Other income, net increased $59 million in Q4 2025 compared to Q4 2024 due to reduced FX losses and 2024 wind-down charges. For 2025, it decreased $38 million year-over-year, driven by a 2024 gain on sale of LIL, offset by 2025 FX gains and 2024 wind-down and transaction costs related to NMGC.
Net Income and Adjusted Net Income Net income attributable to common shareholders for Q4 2025, compared to Q4 2024, was favourably impacted by the $47 million decrease in MTM losses, the $26 million charges related to wind-down costs and c...
AI summary Net income for Q4 2025 improved due to lower MTM losses and wind-down charges, but was negatively affected by tax benefits and valuation allowances. Adjusted net income decreased by $69M, driven by lower earnings at NSPI and NMGC, partially offset by EES gains. Year-over-year, net income rose due to reduced MTM losses and sale-related charges, with adjusted net income increasing $206M from higher earnings at TEC, EES, and NMGC, offset by lower NSPI earnings and corporate costs.
Gas Utilities and Infrastructure The Gas Utilities and Infrastructure segment includes PGS, NMGC, SeaCoast, Brunswick Pipeline and Emera's equity investment in M&NP. PGS is a regulated gas distribution utility engaged in the purchase, dist...
AI summary The Gas Utilities and Infrastructure segment includes PGS, NMGC, SeaCoast, Brunswick Pipeline, and Emera's equity investment in M&NP. Emera plans to sell NMGC, classifying its assets as held for sale as of Q3 2024. The transaction, pending regulatory approval, is expected to close in early 2026 after a public hearing in November 2025.
Other The Other segment includes business operations that in a normal year are below the required threshold for reporting as separate segments; and corporate expense and revenue items that are not directly allocated to Emera's subsidiaries...
AI summary The Other segment includes corporate functions, Emera Energy Services (EES), and a joint venture in Bear Swamp's hydroelectric facility. EES's earnings depend on energy market volatility, with seasonal performance and expected 2026 adjusted net income of $15–30M. The Other segment's 2026 adjusted net loss is projected to match 2025, with capital investment at ~$10M.
Increase in Common Dividend On September 25, 2025, the Emera Board of Directors approved an increase in the annual common share dividend rate to $2.93 from $2.90 per common share. The first payment was effective November 14, 2025.
AI summary Emera's Board of Directors approved a $0.03 per share increase in the annual common dividend rate on September 25, 2025, raising it from $2.90 to $2.93. The first payment under the new rate took effect November 14, 2025.
MTM Adjustments Emera Energy's "Marketing and trading margin", "Income from equity investments" and "Income tax expense (recovery)" are affected by MTM adjustments. Variance explanations of the MTM changes for this quarter and for the year...
AI summary Emera Energy's financial statements are impacted by MTM adjustments, which affect marketing/trading margins, equity investment income, and tax expenses. These adjustments arise from price differentials in gas transactions under Asset Management Agreements (AMAs), offset by amortization of transportation assets over AMA terms.
Guaranteed Debt As of December 31, 2025, the Company had $3.70 billion USD (2024 – $2.95 billion USD) senior unsecured notes and junior subordinated notes (collectively referred to as the "US Notes") outstanding. The US Notes are fully and...
AI summary The Company had $3.70 billion USD in senior unsecured and junior subordinated notes (US Notes) as of December 31, 2025, fully guaranteed by Emera and EUSHI. Other subsidiaries do not guarantee these notes, but Emera has access to their assets. The Obligor Group's financial information is presented in compliance with Rule 13-01 of Regulation S-X.
Q3 2025 compared to Q3 2024 For Q3 2025, net income attributable to common shareholders, compared to Q3 2024, increased $224 million, primarily due to charges related to the pending sale of NMGC recognized in Q3 2024; and increased earning...
AI summary Net income attributable to common shareholders increased by $224 million in Q3 2025 compared to Q3 2024, driven by charges from NMGC's pending sale and higher TEC earnings, partially offset by MTM losses, lower NSPI and NMGC earnings, and higher corporate costs. EPS changes were also influenced by increased weighted average shares.
Q1 2025 compared to Q1 2024 Q1 2025 net income attributable to common shareholders increased by $376 million and EPS – basic and diluted increased by $1.23 compared to Q1 2024. The increases were primarily due to decreased MTM losses; incr...
AI summary Q1 2025 net income and EPS increased by $376 million and $1.23, respectively, due to reduced MTM losses, higher earnings from TEC, NSPI, EES, and NMGC, a weaker CAD, and lower Corporate OM&G. These gains were partially offset by reduced equity investment income from LIL's sale and increased shares outstanding.
Strategic Overview Management's Discussion and Analysis Consolidated Financial Statements Emera Leadership and Board Shareholder information
AI summary The text outlines key sections of a financial and strategic report, including management's discussion and analysis, consolidated financial statements, leadership information, and shareholder details. These sections provide an overview of the company's financial health, strategic direction, and governance structure.
Consolidated Balance Sheets (continued) As at millions of dollars December 31 2025 December 31 2024 Liabilities and Equity Current liabilities Short-term debt (note 24) $ 1,807 $ 1,400 Current portion of long-term debt (note 26) 1,201 234...
AI summary The consolidated balance sheets show a significant increase in liabilities and equity from December 31, 2024, to December 31, 2025, with notable changes in short-term and long-term debt, regulatory liabilities, and equity components such as retained earnings and accumulated other comprehensive income.
2025 Annual Financial Statements Attachment 6 Page 76 of 138 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Strategic Overview Management's Discussion and Analysis Consolidated Financial Statements Emera Leadership and Board Shareholder infor...
AI summary Emera's other segment includes non-regulated energy investments and corporate expenses. Key subsidiaries include Emera Energy Services, Brooklyn Power Corporation, Bear Swamp Power Company, and financing entities like Emera US Finance LP. These investments are below reporting thresholds for separate segment classification.
Principles of Consolidation These consolidated financial statements include the accounts of Emera Incorporated, its majority-owned subsidiaries, and a variable interest entity ("VIE") in which Emera is the primary beneficiary. Emera uses t...
AI summary Emera's consolidated financial statements include its subsidiaries and VIEs where it is the primary beneficiary. The equity method is used for investments with significant influence, and intercompany transactions are eliminated except for regulated/non-regulated adjustments, impacting PP&E and regulatory assets.
Use of Management Estimates The preparation of consolidated financial statements in accordance with USGAAP requires management to make estimates and assumptions. These may affect reported amounts of assets and liabilities at the date of th...
AI summary Management estimates are critical in preparing consolidated financial statements under USGAAP, impacting asset/liability valuations and revenue/expense recognition. Key areas include rate-regulated assets, pension obligations, unbilled revenue, depreciation, goodwill impairment, income taxes, ARO, and financial instrument valuations. Estimates are reviewed periodically based on historical data and reasonable assumptions.
Government Grants The Company accounts for government grants by applying a grant accounting model by analogy to International Accounting Standards ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance . A gra...
AI summary The Company accounts for government grants under IAS 20, allocating asset-related grants to PP&E and income-related grants as expense deductions. In 2025, it received $80M (vs. $47M in 2024) from Canadian and US agencies for decarbonization and environmental compliance capital projects.
2. Change in Accounting Policy The new USGAAP accounting policy that is applicable to, and adopted by the Company in 2025, is described as follows:
AI summary The Company adopted a new USGAAP accounting policy in 2025, which is described in the document. This change impacts financial reporting practices and aligns with updated accounting standards.
Sale of LIL Equity Interest On June 4, 2024, Emera completed the sale of its 31.1 per cent indirect minority equity interest in the LIL for a total transaction value of $1.2 billion, including cash proceeds of $957 million and $235 million...
AI summary Emera completed the sale of its 31.1% indirect minority equity interest in LIL for $1.2 billion in June 2024, including $957 million cash proceeds and $235 million for assuming capital obligations. $30 million was escrowed pending agreements, with an estimated $29 million fair value as of December 2025. A $182 million pre-tax gain was recognized in Q2 2024, with an additional $22 million tax benefit in Q4 2024.
5. Segment Information Emera manages its reportable segments separately due in part to their different operating, regulatory and geographical environments. Segments are reported based on each subsidiary's contribution of revenues, net inco...
AI summary Emera manages reportable segments separately due to differing operating, regulatory, and geographical environments. The CODM (Chief Executive Officer) evaluates segment performance using net income attributable to common shareholders, aligning with USGAAP principles, and considers budget-to-actual variances monthly.
2025 Annual Financial Statements Attachment 6 Page 101 of 138 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Strategic Overview Management's Discussion and Analysis Consolidated Financial Statements Emera Leadership and Board Shareholder info...
AI summary As of December 31, 2025, Emera reserved shares under various compensation plans, including 5 million under the senior management stock option plan, 1 million under the employee common share purchase plan, and 20 million under the DRIP. The company ensured compliance with the 10% limit on outstanding shares.
Strategic Overview Management's Discussion and Analysis Consolidated Financial Statements Emera Leadership and Board Shareholder information Notes to the Consolidated Financial Statements
AI summary The text lists sections of a financial report, including Management's Discussion and Analysis, Consolidated Financial Statements, and notes to the financial statements. It also mentions leadership and shareholder information, suggesting a focus on financial transparency and corporate governance.
22. Employee Benefit Plans Emera maintains a number of contributory defined-benefit ("DB") and defined-contribution ("DC") pension plans, which cover substantially all of its employees. The Company also provides non-pension benefits for it...
AI summary Emera maintains contributory defined-benefit and defined-contribution pension plans covering most employees, along with non-pension retiree benefits. SeaCoast's 50% ownership in a Florida pipeline includes $27M USD in plant value and $3M USD accumulated depreciation as of 2025, with expenses accounted for in OM&G.
2025 Annual Financial Statements Attachment 6 Page 116 of 138 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Strategic Overview Management's Discussion and Analysis Consolidated Financial Statements Emera Leadership and Board Shareholder info...
AI summary The document outlines the 2025 Annual Financial Statements, including sections on Management's Discussion and Analysis, consolidated financial statements, and shareholder information. It highlights Emera's leadership structure and financial reporting frameworks.
Other On February 20, 2026, Emera amended its $200 million unsecured non-revolving facility to extend the maturity date from February 20, 2026 to February 19, 2027. There were no other material changes to the terms from the prior agreement...
AI summary Emera amended a $200 million loan facility, extended its maturity, and filed a shelf registration for up to $3 billion in debt securities. It also issued $750 million in junior subordinated notes with reset rates tied to the US Treasury, guaranteed by Emera and EUSHI. The notes mature in 2056 and are subject to redemption terms.
2025 Annual Financial Statements Attachment 6 Page 124 of 138 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Strategic Overview Management's Discussion and Analysis Consolidated Financial Statements Emera Leadership and Board Shareholder info...
AI summary The document outlines the 2025 Annual Financial Statements for Emera, including sections on Management's Discussion and Analysis (MD&A), consolidated financial statements, leadership structure, shareholder information, and notes to financial statements. Key focus areas include financial performance, corporate governance, and stakeholder reporting.
2025 Annual Financial Statements Attachment 6 Page 128 of 138 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Strategic Overview Management's Discussion and Analysis Consolidated Financial Statements Emera Leadership and Board Shareholder info...
AI summary NSPI and Emera report financial guarantees, standby letters of credit, and surety bonds totaling USD 94M and USD 271M respectively. Emera also provides an indemnity for potential future tax changes, though no significant claims are anticipated. These obligations include retirement plan security and third-party credit assurances.
30. Non-Controlling Interest in Subsidiaries As at millions of dollars December 31 2025 December 31 2024 Preferred shares of GBPC $ 14 $ 14 Preferred shares of GBPC
AI summary This section discusses the preferred shares of GBPC as of December 31, 2025, and December 31, 2024, showing a value of $14 million in both years.
Share Unit Plans: The Company has DSU, PSU and RSU plans. The plans and the liabilities are marked-to-market at the end of each period based on the closing common share price of the last trading day before the end of the period.
AI summary The Company maintains DSU, PSU, and RSU plans, with liabilities marked-to-market at period-end using the closing common share price of the last trading day before the period's end.
N-2Refiled Statements - NSPI - Redacted
30 passages
2025 Annual Financial Statements Attachment 2 Page 37 of 48 REDACTED (CONFIDENTIAL INFORMATION REMOVED) For the year ended December 31, 2025, NSPI issued 0.04 million common shares (2024 – 0.04 million common shares) to Emera for total con...
AI summary NSPI issued 0.04 million common shares to Emera in 2025 for $0.4 million and returned $340 million of capital to Emera without reducing outstanding shares. As of December 31, 2025, NSPI owed $185 million to Emera and affiliates, up from $150 million in 2024.
Income Taxes In 2025, NSPI was subject to a combined Canadian federal and Nova Scotia provincial statutory corporate income tax rate of 29 per cent (2024 – 29 per cent). In 2025, NSPI's effective tax rate was (47) per cent (2024 – (36) per...
AI summary In 2025, NSPI faced a 29% combined Canadian federal and Nova Scotia provincial statutory corporate income tax rate, but its effective tax rate was -47% (vs. -36% in 2024) due to investment tax credits and deferred income taxes on regulated assets/liabilities.
PENSION FUNDING For funding purposes, NSPI determines required contributions to its registered defined benefit pension plans based on smoothed asset values. This reduces volatility in the cash funding requirement as the impact of investmen...
AI summary NSPI uses smoothed asset values to determine pension contributions, aiming to reduce volatility. Expected contributions are $10M for 2026, managed by external investment managers with a long-term asset allocation strategy.
Directors' DSU Plan Under the Directors' Deferred Share Unit and Share Purchase Plan (the "Directors' DSU Plan"), non-employee Directors may elect to receive all or any portion of their cash compensation in DSUs in lieu of that cash compen...
AI summary The Directors' DSU Plan allows non-employee directors to receive Deferred Share Units (DSUs) in lieu of cash compensation, with a minimum portion requirement and adherence to the Emera Director Share Ownership Guideline.
2025 Annual Financial Statements Attachment 4 Page 6 of 24 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Nova Scotia Power Incorporated – Management Information Circular 2026 Directors' fees are paid on a quarterly basis and, at the time of...
AI summary The document outlines Nova Scotia Power's 2026 Management Information Circular, detailing how directors' fees are converted into Deferred Share Units (DSUs) based on Emera's share value. DSUs are calculated quarterly, with additional units credited during dividends, and are redeemable in cash only after a director leaves the board.
Ethical Business Conduct The Board is committed to sustaining a culture of integrity and ethical business practices throughout the Company. The Board encourages and promotes a culture of ethical business conduct. The Emera Code of Conduct...
AI summary The Nova Scotia Power Inc. (NSPI) Board is committed to ethical business practices, guided by the Emera Code of Conduct. Transactions with related parties are monitored and must be approved by independent directors for certain transactions. Directors must disclose conflicts of interest.
2025 Annual Financial Statements Attachment 4 Page 8 of 24 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Nova Scotia Power Incorporated – Management Information Circular 2026 - Under the Company's Articles of Association, Directors are requi...
AI summary The document outlines requirements for directors and employees of Nova Scotia Power Incorporated regarding conflicts of interest, including restrictions on ownership and involvement with affiliated entities, and the need for prior approval from senior management or the Board.
Board Composition The Company is focused on establishing and maintaining a Board with a diverse mix of experience, skills, and backgrounds. To ensure that there are a significant number of women on the Company's Board of Directors, the Com...
AI summary The Company is committed to diversity on its Board of Directors, with a goal of having 30% female Directors and equal numbers of female and male external Directors. The current list of nominees includes three female and three male independent external Directors, meeting the current governance practice.
STATEMENT OF EXECUTIVE COMPENSATION The Emera and NSPI Boards of Directors make decisions on the compensation for NSPI's Executive Officers. The NSPI Board approves the annual compensation adjustments for NSPI's executives, excluding the P...
AI summary The Emera and NSPI Boards of Directors determine the compensation for NSPI's Executive Officers, with the Emera Board approving adjustments for the President and CEO and Named Executive Officers (NEOs) based on recommendations from the MRCC. The NSPI Board approves annual compensation adjustments for other executives and the results of the NSPI Scorecard.
Governance The MRCC and NSPI Board are responsible for reviewing the alignment of the Company's compensation programs, including incentive pay programs, with the Company's strategic plans, performance and risk management principles. The MR...
AI summary The MRCC and NSPI Board are responsible for reviewing and aligning the company's compensation programs with strategic plans and risk management principles. They engage independent advisors like Hugessen, Mercer, and TelusHealth for compensation analysis and recommendations, though final decisions remain with the MRCC and NSPI Board.
Benchmarking Data The NSPI Board and MRCC are responsible for annually reviewing the composition and use of comparator groups and to assist in determining the compensation recommendation for the Company's senior executives which are then b...
AI summary The NSPI Board and MRCC are responsible for reviewing and determining executive compensation, using independent advisors like Mercer and Hugessen to ensure alignment with market benchmarks and company policies. Reviews occur at least every two years and include evaluations of compensation levels and practices.
Annual Compensation Review Process For each executive position, a range for base salary, target short-term incentive, and target long-term incentive is established annually, using the benchmarking data along with other information on indus...
AI summary The Annual Compensation Review Process involves setting salary ranges for executive positions using benchmarking data and industry trends. Performance assessments and benchmarking reviews by Mercer and Hugessen inform compensation decisions for NEOs, with changes reflected in a compensation table for 2025.
Short–Term Incentive Program The compensation awarded under the Short-Term Incentive Program (STIP) links a portion of an executive's compensation to the achievement of predetermined levels of performance in support of corporate and busine...
AI summary The Short-Term Incentive Program (STIP) links executive compensation to performance targets set by Emera and NSPI, with payouts based on achievement of corporate and business unit objectives. Scorecards are used to translate strategies into measurable goals, and payouts range from 0 to 200% of target, benchmarked against comparator companies.
2025 Annual Financial Statements Attachment 4 Page 13 of 24 Corporate Objective Targets Weight- ing (%) Result Payout (%) People Foster high performance culture through results and the diversity of our people Objectives included: Threshold...
AI summary The document outlines a corporate objective related to fostering a high-performance culture through results and diversity, with specific targets for employee learning, wellbeing, and cybersecurity awareness. The objective includes thresholds, targets, and stretch goals, with a weighting of 10% and a payout of 10%.
- (2) For 2025, the threshold level for Net Earnings was $144M, target level was $160M, and stretch level was $205M. The overall result was below threshold levels, however, the NSP Board approved an interpolated result between 0 per cent f...
AI summary In 2025, Net Earnings and CFFO results were below threshold levels. The NSP Board approved an interpolated Net Earnings result, while CFFO was below threshold. The NSPI Board recommended a Scorecard result of 88.4% of target after a 10% reduction to account for the impact of a cyber incident.
Senior Management Stock Option Plan Stock options are designed to deliver a percentage of the long-term incentive opportunity for senior management, including the NEOs, and are an important component of competitive executive compensation....
AI summary The Senior Management Stock Option Plan provides stock options to senior management and NEOs as part of their long-term incentive compensation. Options vest over five years, have a 10-year term, and are subject to share issuance limits. The plan is detailed in Emera's 2026 Management Information Circular available on SEDAR+.
COMPENSATION OF NSPI NEOS AND DIRECTORS
AI summary This section of the document focuses on the compensation of Nova Scotia Power Inc. (NSPI) Named Executive Officers (NEOs) and Directors. It outlines the structures, components, and considerations related to their remuneration.
2025 Annual Financial Statements Attachment 4 Page 22 of 24 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Nova Scotia Power Incorporated – Management Information Circular 2026 Following a participant's departure from the Company and on a dat...
AI summary The document outlines the calculation method for Deferred Share Units (DSUs) upon a participant's departure from Nova Scotia Power Incorporated, using a 10-day average of Emera common share prices to account for short-term fluctuations. It also mentions the possibility of special DSU awards for exceptional achievements or corporate goals.
INDEBTEDNESS OF DIRECTORS AND EXECUTIVE OFFICERS The Company does not have a program that allows for the provision of loans to Directors or Officers, and the Company is not intending to initiate such a program. In addition, there is no pro...
AI summary The company currently does not have a program allowing loans to directors or officers, nor is it planning to introduce such a program. As of the date of the circular, there is no indebtedness of directors or executive officers to the company or its subsidiaries, except for routine indebtedness.
CORPORATE STRUCTURE
AI summary The section discusses the corporate structure of the organization, including its subsidiaries, financial instruments, and related entities. It outlines key components such as accumulated other comprehensive income, variable interest entities, and various share units.
Note Issuances On March 24, 2023, NSPI completed a $300 million unsecured note issuance that bears interest at a rate of 4.95 per cent and has a maturity date of November 15, 2032. On the same date, NSPI completed a $200 million unsecured...
AI summary NSPI issued two unsecured notes totaling $500 million in March 2023, with maturities in 2032 and 2053. The proceeds were used to refinance existing debt, fund capital expenditures, and cover general corporate purposes.
2025 Annual Financial Statements Attachment 5 Page 18 of 26 REDACTED (CONFIDENTIAL INFORMATION REMOVED) the aggregate, voting shares of NSPI to which are attached more than 15 per cent of the votes that may ordinarily be cast to elect dire...
AI summary The document outlines ownership constraints on voting shares of Nova Scotia Power Inc. (NSPI), including limitations on non-resident ownership and enforcement mechanisms such as voting rights suspension and share redemption. Emera is exempt from these constraints due to the Nova Scotia Power Reorganization (1998) Act.
95% of adjusted net income (1), excluding Corporate costs, derived from our regulated utilities
AI summary The text refers to adjusted net income, excluding Corporate costs, derived from regulated utilities. It highlights a financial metric relevant to utility operations and regulatory considerations.
Q2 2025 compared to Q2 2024 Q2 2025 net income attributable to common shareholders increased by $6 million primarily due to decreased MTM losses; increased earnings at TEC, EES, and NMGC; higher Corporate income tax recovery; and decreased...
AI summary Q2 2025 net income increased by $6 million due to decreased MTM losses, higher earnings at TEC, EES, and NMGC, and increased Corporate income tax recovery. This was partially offset by charges related to the pending sale of NMGC and lower earnings at NSPI.
2025 Annual Financial Statements Attachment 6 Page 101 of 138 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Strategic Overview Management's Discussion and Analysis Consolidated Financial Statements Emera Leadership and Board Shareholder info...
AI summary The document outlines the 2025 Annual Financial Statements of Emera, including share reserves under various compensation plans. As of December 31, 2025, Emera had reserved 5 million shares under the senior management stock option plan, 1 million under the employee common share purchase plan, and 20 million under the DRIP. The issuance of shares is restricted to 10% of outstanding shares, and Emera was in compliance with this requirement.
D. Guarantees and Letters of Credit Emera has guarantees and letters of credit on behalf of third parties outstanding. The following significant guarantees and letters of credit were not included within the Consolidated Balance Sheets as a...
AI summary Emera and its affiliates have issued several guarantees and letters of credit for third parties, including a $22 million standby letter of credit for Brunswick Pipeline, a $45 million guarantee for SeaCoast, and a $66 million guarantee for ECI. These guarantees have specific terms, expiration dates, and conditions for replacement credit support.
2025 Annual Financial Statements Attachment 6 Page 128 of 138 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Strategic Overview Management's Discussion and Analysis Consolidated Financial Statements Emera Leadership and Board Shareholder info...
AI summary The document outlines financial guarantees, letters of credit, and indemnities provided by Emera and NSPI. These include guarantees for subsidiaries, standby letters of credit for credit extended to the company, and an indemnity related to potential future tax changes. The amounts and terms of these financial instruments are detailed.
29. Cumulative Preferred Stock
AI summary The section titled '29. Cumulative Preferred Stock' introduces a topic related to financial instruments, specifically cumulative preferred stock, which is a type of equity security that has a claim on a company's assets and earnings.
2025 Annual Financial Statements Attachment 6 Page 133 of 138 REDACTED (CONFIDENTIAL INFORMATION REMOVED) Strategic Overview Management's Discussion and Analysis Consolidated Financial Statements Emera Leadership and Board Shareholder info...
AI summary The text discusses the possibility of special DSU awards being made by the MRCC to selected executives and senior management for singular achievements or achieving corporate objectives, as part of the 2025 Annual Financial Statements.
Performance Share Unit Plan: Under the PSU plan, certain executive and senior employees are eligible for long-term incentives payable through the plan. PSUs are granted annually for three-year overlapping performance cycles, resulting in a...
AI summary The Performance Share Unit (PSU) plan provides long-term incentives to executive and senior employees, with payouts based on Emera's stock price and corporate performance. PSUs vest after a three-year cycle and are subject to pro-rating in certain scenarios, with retirement allowing for continued vesting and post-retirement payout.