6-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

For the month of February, 2023

Commission File Number: 000-54516

Emera Incorporated

(Exact name of registrant as specified in its charter)

5151 Terminal Road

Halifax NS B3J 1A1

Canada

(Address of principal 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 ☑

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐

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 23, 2023	By:	/s/ Stephen D. Aftanas
		Name: Stephen D. Aftanas
		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, 2022
99.4	Emera Incorporated Media Release dated February 23, 2023

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, 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, 2022.

2. 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.

3. 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.

4. 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.

5. 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

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

 i. 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

ii. 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

b) 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.

5.1 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.

5.2 N/A

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

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:

  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

b. 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

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 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

b. 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

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

ii. N/A

7. 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, 2022 and ended on December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. 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.

Date: February 23, 2023

“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, 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, 2022.

2. 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.

3. 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.

4. 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.

5. 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

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

 i. 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

ii. 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

b) 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.

5.1 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.

5.2 N/A

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

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:

  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

b. 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

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 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

b. 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

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

ii. N/A

7. 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, 2022 and ended on December 31, 2022 that has materially affected, or is reasonably likely to materially affect, the issuer’s ICFR.

8. 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.

Date: February 23, 2023

“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, 2022.

The following earnings coverage ratio is calculated on a consolidated basis for the year ended December 31, 2022.

	Year ended                 December 31, 2022
Earnings Coverage (1)	2.33

⁽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.

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 $89 million for the year ended December 31, 2022. Emera’s interest requirements for the year ended December 31, 2022 amounted to $729 million. Emera’s consolidated income before interest and income tax for the year ended December 31, 2022 was $1,902 million, which is 2.33 times Emera’s aggregate preferred dividends and interest requirements for this period.

EX-99.4

Exhibit 99.4

Emera Reports 2022 Fourth Quarter and Annual Financial Results

HALIFAX, Nova Scotia — Today Emera (TSX: EMA) reported 2022 fourth quarter and annual financial results.

Highlights

• Quarterly adjusted earnings per share (“EPS”) ⁽¹⁾ of $0.93 increased $0.29 compared to $0.64 in Q4 2021, with $0.17 of the increase attributable to the recognition of a litigation award received in the quarter. Excluding the impact of the litigation award, quarterly adjusted EPS ⁽¹⁾ increased $0.12 or 19% to $0.76 compared to $0.64 in Q4 2021. Quarterly reported EPS increased $0.56 to $1.80 in Q4 2022 compared to $1.24 in Q4 2021 primarily due to higher mark-to-market (“MTM”) gains in 2022.

• For the year, adjusted EPS ⁽¹⁾ of $3.20 increased $0.39 compared to $2.81 in 2021. Excluding the impact of the litigation award recognized in the fourth quarter, adjusted EPS ⁽¹⁾ increased $0.22 or 8% to $3.03 compared to $2.81 in 2021. Year-to-date reported EPS increased by $1.58 to $3.56 from $1.98 in 2021 primarily due to MTM gains in 2022 versus losses in the prior year.

• Adjusted EPS ⁽¹⁾ contributions from regulated utilities increased 14% for the quarter and 12% year-to-date primarily driven by higher earnings contributions from Tampa Electric, New Mexico Gas (“NMGC”) and Peoples Gas (“PGS”), and a weaker Canadian dollar, partially offset by lower contributions from Nova Scotia Power (“NSPI”). Higher marketing and trading margin, at Emera Energy Services (“EES”), increased adjusted EPS⁽¹⁾ by $0.09 for the quarter and $0.06 year-to-date due to higher natural gas prices and volatility. These increases were partially offset by higher corporate costs, and a higher share count.

• Deployed $2.6 billion of rate base investment in 2022, including the completion of the Big Bend modernization project safely, on time and on budget.

“In 2022, we continued our track record of delivering for both our customers and shareholders. We successfully executed a $2.6 billion capital plan focused on delivering cleaner and more reliable energy for our customers, leading to strong earnings growth and supporting continued dividend increases for our shareholders” said Scott Balfour, President and CEO of Emera Inc. “In 2023, we will remain focused on leading a balanced energy transition at a pace that is as cost effective as possible for customers and supports system reliability.”

Q4 2022 Financial Results

Q4 2022 reported net income was $483 million, or $1.80 per common share, compared with net income of $324 million, or $1.24 per common share, in Q4 2021. Reported net income included a $307 million after-tax MTM gain, primarily at EES, compared to a $156 million gain in Q4 2021 and a $73 million non-cash impairment charge related to Grand Bahama Power Company (“GBPC”).

Q4 2022 adjusted net income ⁽¹⁾ was $249 million, or $0.93 per common share, compared with $168 million, or $0.64 per common share, in Q4 2021. The increase was primarily due to the litigation award in Q4 2022; higher earnings contribution from Tampa Electric, EES and NMGC; and the impact of a weaker Canadian dollar (“CAD”). These were partially offset by lower earnings contribution from NSPI and increased corporate operating, maintenance and general expenses (“OM&G”) due to the timing of long-term compensation and related hedges and higher corporate interest expense.

Annual Financial Results

2022 reported net income was $945 million or $3.56 per common share, compared with a net income of $510 million or $1.98 per common share in 2021. 2022 reported net income included a $175 million after-tax MTM gain primarily

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at EES, compared to $213 million loss in 2021, a $73 million non-cash impairment charge related to GBPC and $7 million of NSP Maritime Link Inc. (“NSPML”) unrecoverable costs.

2022 adjusted net income ⁽¹⁾ was $850 million or $3.20 per common share, compared with $723 million or $2.81 per common share in 2021.

Growth in 2022 adjusted net income¹ was primarily due to higher earnings contributions from Tampa Electric, EES, and PGS; the litigation award in Q4 2022; and the impact of a weaker CAD. These were partially offset by increased corporate OM&G due to the timing of long-term compensation and related hedges, higher corporate interest expense, realized gains on corporate FX hedges in 2021, increased preferred stock dividends and lower earnings contribution from NSPI.

The impact of the weakening CAD, partially offset by the unrealized losses on FX hedges increased reported net income by $42 million in Q4 2022 and $30 million for the year ended December 31 2022, compared to the same periods in 2021. Weakening of the CAD increased adjusted net income¹ by $14 million in Q4 2022 and $28 million for the year ended December 31, 2022, compared to the same periods in 2021. The impacts of the weakening CAD include the realized impacts of corporate FX hedges in the Other segment.

(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 2021 to 2022.

For the		Three months ended				Year ended
millions of Canadian dollars		December 31				December 31
Adjusted net income – 2021 1,2	$		168		$	723
Operating Unit Performance
Increased earnings at Tampa Electric due to higher revenues as a result of rate increases effective January 2022, customer growth and the impact of a weakening CAD. These were partially offset by higher OM&G, increased interest expense and higher depreciation. Year-over-year also increased due to favourable weather			39			134
Increased earnings at EES due to favourable market conditions			21			21
Increased earnings at PGS due to higher off-system sales and customer growth, partially offset by higher OM&G. Year-over-year also increased due to reversal of accumulated depreciation as a result of the rate case settlement			2			10
Increased earnings at Seacoast due to commencement of a 34-year pipeline lateral lease in 2022			2			9
Increased earnings at NMGC due to higher asset optimization revenues. Year-over-year increased earnings were partially offset by higher OM&G and increased depreciation			11			4
Decreased earnings at NSPI due to higher OM&G primarily due to increased costs for storm restoration, information technology, power generation, regulatory affairs and higher depreciation. This was partially offset by higher sales volumes. Quarter-over-quarter also decreased due to unfavourable weather			(20	)		(10)
Corporate TGH award, after tax and legal costs, in Q4 2022			45			45
Increased income tax recovery primarily due to increased losses before provision for income taxes			17			34
Increased OM&G, pre-tax, due to the timing of long-term compensation and related hedges			(19	)		(55)
Increased FX loss, pre-tax, primarily due to realized gains in 2021 on FX hedges entered into to hedge USD denominated operating unit earnings exposure			(9	)		(28)
Increased interest expense, pre-tax, due to higher interest rates and increased total debt			(17	)		(27)
Increased preferred stock dividends due to issuance of preferred shares in 2021			(2	)		(13)
Other Variances			11			3
Adjusted net income – 2022 1,2	$		249		$	850

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

² Excludes the effect of MTM adjustments, net of tax, impairment charges and the impact of the NSPML unrecoverable costs.

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Segment Results and Non-GAAP Reconciliation

For the		Three months ended December 31						Year ended December 31
millions of Canadian dollars (except   per share amounts)		2022			2021			2022			2021
Adjusted net income 1,2
Florida Electric Utility	$	124		$	85		$	596		$	462
Canadian Electric Utilities3		46			67			222			241
Gas Utilities and Infrastructure		72			55			221			198
Other Electric Utilities4		8			5			29			20
Other 5		(1	)		(44	)		(218	)		(198	)
Adjusted net income1,2	$	249		$	168		$	850		$	723
MTM gain, after-tax6		307			156			175			(213	)
Impairment charge		(73	)		-			(73	)		-
NSPML unrecoverable costs7		-			-			(7	)		-
Net income attributable to common shareholders	$	483		$	324		$	945		$	510
EPS (basic)	$	1.80		$	1.24		$	3.56		$	1.98
Adjusted EPS (basic) 1,2	$	0.93		$	0.64		$	3.20		$	2.81

¹ See “Non-GAAP Financial Measures and Ratios” noted below.

² Excludes the effect of MTM adjustments, GBPC impairment charge and the impact of the NSPML unrecoverable costs.

³ Excludes the impact of the NSPML unrecoverable costs.

⁴ Excludes the effect of the GBPC impairment charge and MTM adjustments.

⁵ Excludes the effect of MTM adjustments. Primarily due to timing of long-term compensation and related hedges, higher FX expense largely driven by realized gains on FX hedges in 2021, increased preferred share financing costs and higher interest expense.

⁶ Net of income tax expense of $124 million for the three months ended December 31, 2022 (2021 – $63 million expense) and $73 million expense for the year ended December 31, 2022 (2021 – $86 million recovery).

⁷ After-tax unrecoverable costs were recorded in “Income from equity investments” on Emera’s Consolidated Statements of Income

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 earnings per common share – basic, refer to the “Non-GAAP Financial Measures and Ratios” section of the Emera’s Q4 2022 MD&A which is incorporated herein by reference and can be found on SEDAR at www.sedar.com. Reconciliation to the nearest GAAP measure is included in “Segment Results and Non-GAAP Reconciliation” above.

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 “Business Risks and Risk Management” in Emera’s annual Management’s Discussion and Analysis, and under the heading “Principal Risks and Uncertainties” in the notes to Emera’s annual and interim financial statements, which can be found on SEDAR at www.sedar.com.

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Teleconference Call

The company will be hosting a teleconference today, Thursday, February 23, at 9:30 a.m. Atlantic (8:30 a.m. Eastern) to discuss the Q4 2022 financial results.

Analysts and other interested parties in North America are invited to participate by dialing 1-888-886-7786. International parties are invited to participate by dialing 1-416-764-8658. 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

Emera Inc. is a geographically diverse energy and services company headquartered in Halifax, Nova Scotia, with approximately $40 billion in assets and 2022 revenues of more than $7.5 billion. The company primarily invests in regulated electricity generation and electricity and gas transmission and distribution with a strategic focus on transformation from high carbon to low carbon energy sources. Emera has investments in Canada, the United States and in three Caribbean countries. Emera’s common and preferred shares are listed on the Toronto Stock Exchange and trade respectively under the symbol EMA, EMA.PR.A, EMA.PR.B, EMA.PR.C, EMA.PR.E, EMA.PR.F, EMA.PR.H, EMA.PR.J and EMA.PR.L. Depositary receipts representing common shares of Emera are listed on the Barbados Stock Exchange under the symbol EMABDR and on The Bahamas International Securities Exchange under the symbol EMAB. Additional information can be accessed at www.emera.com or at www.sedar.com.

Emera Inc.

Investor Relations

Dave Bezanson, VP, Investor Relations & Pensions

902-474-2126

dave.bezanson@emera.com

Arianne Amirkhalkhali, Manager, Investor Relations

902-425-8130

arianne.amirkhalkhali@emera.com

Media

902-222-2683

media@emera.com

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