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Emera Reports Earnings of $144.1 Million for 2008
Friday, February 13, 2009 12:34 PM


HALIFAX, Feb. 13 /CNW/ - (EMA-TSX): Emera Inc.'s consolidated net earnings were $144.1 million in 2008, compared to $151.3 million in 2007. Excluding the effect of mark-to-market accounting adjustments in Bear Swamp, net earnings were $148.9 million in 2008, compared to $141.9 million in 2007. Earnings per share were $1.29 or $1.33 excluding mark-to-market adjustment for 2008 and $1.36 or $1.28 excluding mark-to-market adjustment for 2007. Consolidated net earnings for the three months ended December 31, 2008 were $25.3 million compared to $36.6 million for the fourth quarter of 2007. Quarterly earnings per share were $0.23 in 2008 compared to $0.33 in 2007.

"We are pleased with our 2008 results," said Chris Huskilson, President and Chief Executive Officer of Emera Inc. "Positive trends in our portfolio of businesses led to a successful year and an increase in our dividend. NSPI's rate decision, including a fuel adjustment mechanism, was approved in November, we increased our presence in the Caribbean with our investment in the Grand Bahama Power Company in September, and Brunswick Pipeline construction was completed in January 2009."

Nova Scotia Power Inc. (NSPI), Emera's largest subsidiary, contributed $105.6 million to 2008 consolidated net earnings, compared to $100.2 million in 2007. This increase related to the effect of having the April 2007 rate increase in place for the entire year as well as lower income tax expense. NSPI contributed $14.4 million to consolidated net earnings in Q4 2008, compared to $25.2 million in Q4 2007. Earnings were lower quarter-over-quarter largely due to higher fuel costs.

Bangor Hydro Electric Company (BHE), Emera's electricity transmission and distribution utility subsidiary in Maine, contributed $23.1 million for the year ended December 31, 2008 compared to $27.5 million in 2007. This decrease was due mainly to the benefits received in 2007 related to the construction of the NRI transmission line. BHE contributed $6.6 million to consolidated net earnings in Q4 2008, compared to $6.7 million in Q4 2007.

Emera's Other operations contributed $15.4 million to consolidated net earnings in 2008 compared to $23.6 million in 2007. Excluding the effect of mark-to-market accounting changes on a long-term contract at the Bear Swamp generating facility, net earnings from Other operations was $20.2 million in 2008 compared to $14.2 million in 2007.

Consolidated cash provided by operations was $237.2 million for the year ended December 31, 2008, compared to $351.4 million in 2007. This decrease relates primarily to the settlement of a receivable from a natural gas supplier in 2007.

Forward Looking Information

This news release contains forward looking information. Actual future results may differ materially. Additional financial and operational information is filed electronically with various securities commissions in Canada through the System for Electronic Document Analysis and Retrieval (SEDAR).

Teleconference Call

Emera is holding a teleconference today at 4:00 pm Atlantic (3:00 pm Toronto/Montreal/New York; 2:00 pm Winnipeg; noon Vancouver) to discuss the Q4, 2008 financial results. Analysts and other interested parties wanting to participate in the call should dial 1-888-575-8232 (in Toronto 416-406-6419) at least 10 minutes prior to the start of the call. No pass code is required. The teleconference will be recorded. If you are unable to join the teleconference live, you can dial for playback toll-free at 1-800-408-3053 (in Toronto 416-695-5800), access code (number sign)3280452 (available until midnight, Friday, February 27, 2009). The teleconference will also be web cast live at www.emera.com and available for playback for one year.

About Emera

Emera Inc. (EMA-TSX) is an energy and services company with $5.3 billion in assets. Electricity is Emera's core business. The company has two wholly-owned regulated electric utility subsidiaries, Nova Scotia Power Inc. and Bangor Hydro-Electric Company, which together serve 600,000 customers. Emera also owns 19% of St. Lucia Electricity Services Limited, which serves more than 50,000 customers on the Caribbean island of St. Lucia and 25% of Grand Bahama Power Company which serves 19,000 customers on the Caribbean island of Grand Bahama. In addition to its electric utility investments, Emera owns the Brunswick Pipeline, a 145 kilometre gas pipeline in New Brunswick; has a joint venture interest in Bear Swamp, a 600 megawatt pumped storage hydro-electric facility in northern Massachusetts; a 12.9% interest in the Maritimes & Northeast Pipeline; a 7.4% interest in Open Hydro and Emera Energy Services which manages energy assets on behalf of third parties. Visit Emera on the web at www.emera.com.

Management's Discussion & Analysis

As at February 13, 2009

Management's Discussion and Analysis ("MD&A") provides a review of the results of operations of Emera Inc. and its primary subsidiaries and investments during the fourth quarter of 2008 relative to 2007, and the full year 2008 relative to 2007 and to 2006; and its financial position at December 31, 2008 relative to 2007. Certain factors that may affect future operations are also discussed. Such comments will be affected by, and may involve, known and unknown risks and uncertainties that may cause the actual results of the company to be materially different from those expressed or implied. Those risks and uncertainties include, but are not limited to, weather, commodity prices, interest rates, foreign exchange, regulatory requirements and general economic conditions. To enhance shareholders' understanding, certain multi-year historical financial and statistical information is presented.

This discussion and analysis should be read in conjunction with the Emera Inc. annual audited consolidated financial statements and supporting notes. Emera follows Canadian Generally Accepted Accounting Principles ("GAAP"). Emera's wholly-owned subsidiary, Nova Scotia Power Inc.'s accounting policies are subject to examination and approval by the Nova Scotia Utility and Review Board ("UARB"). Emera's wholly-owned subsidiary, Bangor Hydro-Electric Company's accounting policies are subject to examination and approval by the Maine Public Utilities Commission ("MPUC") and the Federal Energy Regulatory Commission ("FERC"). The accounting policies of Nova Scotia Power Inc. and Bangor Hydro-Electric Company may differ from GAAP for non rate-regulated companies.

Throughout this discussion, "Emera Inc." and "Emera" refer to Emera Inc. and all of its consolidated subsidiaries and affiliates.

All amounts are in Canadian dollars ("CAD") except for the Bangor Hydro-Electric Company section of the MD&A, which is reported in US dollars ("USD") unless otherwise stated.

Additional information related to Emera, including the company's Annual Information Form, can be found on SEDAR at www.sedar.com.

CONSOLIDATED FINANCIAL HIGHLIGHTS
millions of dollars
 (except earnings per   Three months ended                    Year ended
 common share)                 December 31                   December 31
-------------------------------------------------------------------------
                            2008      2007      2008      2007      2006
-------------------------------------------------------------------------
Revenues                  $337.3    $343.9  $1,331.9  $1,339.5  $1,166.0
Consolidated net
 earnings                   25.3      36.6     144.1     151.3     125.8
Earnings per common
 share - basic              0.23      0.33      1.29      1.36      1.14
Earnings per common
 share - fully diluted      0.22      0.32      1.26      1.32      1.12
Cash dividends declared
 per share                0.2525    0.2275      0.97      0.90      0.89
-------------------------------------------------------------------------
-------------------------------------------------------------------------

                        Three months ended                    Year ended
                               December 31                   December 31
-------------------------------------------------------------------------
Operating Unit
 Contributions              2008      2007      2008      2007      2006
-------------------------------------------------------------------------
Nova Scotia Power          $14.4     $25.2    $105.6    $100.2    $104.3
Bangor Hydro Electric        6.6       6.7      23.1      27.5      16.8
Other                        4.3       4.7      15.4      23.6       4.7
-------------------------------------------------------------------------
Consolidated net
 earnings                  $25.3     $36.6    $144.1    $151.3    $125.8
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Earnings per common
 share - basic             $0.23     $0.33     $1.29     $1.36     $1.14
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Earnings per common
 share - basic, absent
 the Bear Swamp after-
 tax mark-to-market
 adjustment                $0.26     $0.30     $1.33     $1.28     $1.14
-------------------------------------------------------------------------
-------------------------------------------------------------------------

                                                       As at December 31
                                                2008      2007      2006
-------------------------------------------------------------------------
Total assets                                $5,269.4  $4,221.1  $4,049.0
Total long-term liabilities                  2,843.1   2,354.7   2,149.9
-------------------------------------------------------------------------
-------------------------------------------------------------------------

INTRODUCTION AND STRATEGIC OVERVIEW
Emera is a Canadian energy holding company headquartered in Halifax, Nova
Scotia. The company invests in electricity generation, transmission and
distribution as well as gas transmission and energy marketing.
Most of Emera's revenues are earned by its two wholly-owned regulated
electric utilities which it owns and operates in Northeastern North America.
Nova Scotia Power Inc. ("NSPI") is an electricity generation, transmission and
distribution company with $3.5 billion of assets providing service to 482,000
customers in the province of Nova Scotia, and Bangor Hydro-Electric Company
("BHE") is an electricity transmission and distribution company with $783
million of assets serving 117,000 customers in eastern Maine. Both businesses
operate as monopolies in their service territories, and together comprise
approximately 90% of Emera's consolidated revenues. The success of Emera's
electric utilities is integral to the creation of shareholder value, providing
substantial earnings and cash flow to fund dividends and reinvestment. The
essential nature of the services provided, the monopoly positions, and the
regulated market structures mean that NSPI and BHE can generally be expected
to produce stable earnings streams within regulated ranges. Nova Scotia and
Maine are mature electricity markets, with annual demand growth of
approximately 1%. Accordingly, Emera looks beyond its existing regulated
electricity business to supplement organic growth.
Emera's goal is to deliver annual consolidated earnings growth of 4% - 6%,
and build and diversify its earnings base. To accomplish this, Emera will
continue to seek growth from its existing businesses and will leverage its
core strength in the electricity business as it pursues both acquisitions and
greenfield development opportunities in regulated electricity transmission and
distribution and low risk generation. Emera's growth strategy also includes
serving the United States' market by capitalizing on opportunities in related
energy infrastructure businesses appropriate to its risk profile, where its
development, commercial and operational skills are needed.
Emera is growing its business through the following investments:
- Bear Swamp, a 50/50 joint venture in a 600 megawatt pumped storage
  hydro-electric facility in northern Massachusetts.
- Brunswick Pipeline, a 145 kilometer pipeline that delivers natural gas
  from the Canaport(TM) Liquefied Natural Gas import terminal near Saint
  John, New Brunswick, to markets in Canada and the northeastern United
  States. The pipeline was mechanically complete, and received National
  Energy Board approval for shipping gas, in January 2009. This
  accommodates the needs and schedule of the customer, Repsol, and the
  timing of completing the Canaport(TM) LNG terminal, expected in Q2
  2009.
- A 12.9% interest in the $2 billion, 1,400 kilometer Maritimes &
  Northeast Pipeline ("M&NP") that transports Nova Scotia's offshore
  natural gas to markets in Maritime Canada and the northeastern United
  States.
- Emera Energy Services, a physical energy business which purchases and
  sells natural gas and electricity and provides related energy asset
  management services.
- A 19% interest in St. Lucia Electricity Services Limited ("Lucelec"), a
  vertically integrated electric utility on the Caribbean Island of
  St. Lucia, which was acquired in January 2007.
- A 25% indirect interest in Grand Bahama Power Company Limited ("GBPC"),
  a vertically integrated electric utility on Grand Bahama Island, which
  was acquired in September 2008.
- A 7.35% interest in OpenHydro Group Limited ("OpenHydro"), an Irish
  renewable energy company, which was acquired in February 2008.
Investment in Grand Bahama Power Company Limited
In September 2008, Emera indirectly purchased 25% of GBPC for $42.3
million USD ($45.3 million CAD) through its acquisition of 50% of the shares
of ICD Utilities Limited ("ICDU") of the Bahamas. ICDU owns 50% of the shares
of GBPC.
GBPC has 137 megawatts of installed oil-fired generating capacity. The
Grand Bahama Port Authority Limited regulates the utility and has granted GBPC
a licensed, regulated and exclusive franchise to produce, transmit, and
distribute electricity on the island until 2054. There is a fuel pass through
mechanism and flexible tariff adjustment policies to ensure that costs are
recovered and a reasonable return is earned.
Emera financed the acquisition with existing credit facilities. GBPC is
expected to add $2.5 million USD to $5.0 million USD to Emera's annual
consolidated net earnings.
Consolidated Net Earnings History
(millions of dollars)
                            2008    2007    2006    2005    2004    2003
Net earnings applicable
 to common shares         $144.1  $151.3  $125.8  $121.2  $129.8  $129.2
Net earnings applicable
 to common shares,
 absent the Bear Swamp
 after-tax mark-to-
 market adjustment        $148.9  $141.9  $125.8  $121.2  $129.8  $129.2

Earnings per Share History
(dollars)
                            2008    2007    2006    2005    2004    2003
Earnings per share         $1.29   $1.36   $1.14   $1.11   $1.20   $1.20
Earnings per share,
 absent the Bear Swamp
 after-tax mark-to-market
 adjustment                $1.33   $1.28   $1.14   $1.11   $1.20   $1.20

Structure of MD&A
This Management's Discussion and Analysis begins with an overview of
consolidated results; then presents information on the company's two primary
subsidiaries, NSPI and BHE. All other operations, including Bear Swamp,
Brunswick Pipeline, M&NP, Emera Energy Services, Lucelec, GBPC, OpenHydro and
corporate activities are grouped and discussed as "Other". Significant changes
in the consolidated balance sheets, outstanding share data, liquidity and
capital resources, financial and commodity instruments, transactions with
related parties, disclosure and internal controls, critical accounting
estimates, changes in accounting policies, dividend policy and payout ratios,
business risks and enterprise risk management, and selected quarterly trend
information are presented on a consolidated basis.
EMERA CONSOLIDATED
Consolidated Statements
 of Earnings
millions of dollars
 (except earnings per   Three months ended                    Year ended
 common share)                 December 31                   December 31
-------------------------------------------------------------------------
                            2008      2007      2008      2007      2006
-------------------------------------------------------------------------
Electric revenue          $330.6    $322.0  $1,280.8  $1,269.5  $1,132.0
Other revenue                6.7      21.9      51.1      70.0      34.0
-------------------------------------------------------------------------
                           337.3     343.9   1,331.9   1,339.5   1,166.0
Fuel for generation and
 purchased power           154.0     124.0     525.1     494.5     347.7
Operating, maintenance
 and general                71.0      71.5     266.8     264.8     255.6
Provincial, state, and
 municipal taxes            12.2      11.4      49.4      47.5      48.0
Depreciation                39.0      38.1     151.3     149.3     145.2
Regulatory amortization      9.5       7.8      28.5      31.4      22.8
-------------------------------------------------------------------------
                            51.6      91.1     310.8     352.0     346.7
Financing charges           24.8      27.9     123.2     133.2     148.1
Equity earnings              6.1       3.5      15.2      12.8       4.9
Other income                   -         -         -         -       8.9
-------------------------------------------------------------------------
Earnings before income
 taxes                      32.9      66.7     202.8     231.6     212.4
Income taxes                 7.0      30.1      58.1      80.3      86.6
-------------------------------------------------------------------------
Net earnings                25.9      36.6     144.7     151.3     125.8
Non-controlling interest     0.6         -       0.6         -         -
-------------------------------------------------------------------------
Net earnings applicable
 to common shares          $25.3     $36.6    $144.1    $151.3    $125.8
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Earnings per common
 share - basic             $0.23     $0.33     $1.29     $1.36     $1.14
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Earnings per common
 share - diluted           $0.22     $0.32     $1.26     $1.32     $1.12
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Review of 2008
Emera Inc.'s consolidated earnings decreased $11.3 million to $25.3
million in Q4 2008 compared to $36.6 million for the same period in 2007.
Emera's annual consolidated earnings decreased $7.2 million to $144.1 million
in 2008 compared to $151.3 million in 2007, and were $125.8 million in 2006.
Highlights of the changes are summarized in the following table:
                                        Three months ended    Year ended
millions of dollars                            December 31   December 31
-------------------------------------------------------------------------
Consolidated net earnings - 2006                                  $125.8
Decreased net earnings in NSPI due to
 increased fuel expense, a new
 regulatory amortization and decreased
 other income; partially offset by
 increased revenue and an income tax
 refund and related interest recovery                               (4.1)
Increased net earnings in Bangor Hydro
 due to increased revenue and
 capitalized costs associated with the
 NRI transmission project; partially
 offset by increased income taxes and
 the effect of the stronger Canadian
 dollar                                                             10.7
Increased net earnings in Other due
 mainly to Bear Swamp's increased
 energy and capacity sales and a
 favourable price position; and M&NP's
 capitalization of prior years'
 expansion costs in Q1 2007 and
 increased equity earnings due to
 increased tolls and volume                                         18.9
-------------------------------------------------------------------------
Consolidated net earnings - 2007                     $36.6         151.3
Q4 decreased net earnings in NSPI due to
 increased fuel expense partially offset
 by lower income taxes; year-to-date
 increase is due to an electricity price
 increase on April 1, 2007, decreased
 financing charges and accelerated
 income tax deductions, partially offset
 by increased fuel expense                           (10.8)          5.4
Decreased net earnings in Bangor Hydro
 due mainly to the capitalization of
 costs associated with the NRI
 transmission line in 2007                            (0.1)         (4.4)
Increased net earnings in Other due
 mainly to allowance for funds used
 during construction ("AFUDC") on
 construction of the Brunswick Pipeline,
 partially offset by increased interest
 on short-term debt used to finance the
 construction of the pipeline. Increased
 year-to-date earnings also reflect Bear
 Swamp's increased year-to-date energy
 and forward reserve sales                             6.7           6.0
Decreased net earnings in Other related
 to the after-tax mark-to-market
 adjustment on the commodity price
 position in Bear Swamp as discussed in
 Significant Items                                    (7.1)        (14.2)
-------------------------------------------------------------------------
Consolidated net earnings - 2008                     $25.3        $144.1
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Q4 basic earnings per share were $0.23 in 2008 compared to $0.33 in 2007;
and $1.29 for the full year 2008 compared to $1.36 in 2007 and $1.14 in
2006.

SIGNIFICANT ITEMS
Bear Swamp (2007 - 2008)
As part of its long-term energy and capacity supply agreement with the
Long Island Power Authority ("LIPA"), Bear Swamp has contracted with its
parents to provide the power necessary to produce the energy requirements of
the LIPA contract. One of the contracts between Bear Swamp and Emera's joint
venture partner is marked-to-market through earnings as it does not meet the
stringent accounting requirements of hedge accounting. As at December 31,
2008, the fair value of the net derivative asset was $4.9 million (December
31, 2007 - $10.5 million), which is subject to market volatility of power
prices, and will reverse over the life of the agreement as it is realized. The
agreement expires in 2021.
The mark-to-market adjustments relating to this position were as follows:
millions of dollars
(except earnings per          Three months ended              Year ended
 common share)                       December 31             December 31
-------------------------------------------------------------------------
                                2008        2007        2008        2007
-------------------------------------------------------------------------
Mark-to-market (loss) gain     $(6.0)       $5.9       $(8.1)      $15.7
-------------------------------------------------------------------------
-------------------------------------------------------------------------
After-tax mark-to-market
 (loss) gain                   $(3.6)       $3.5       $(4.8)       $9.4
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Earnings per common
 share - basic                 $0.23       $0.33       $1.29       $1.36
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Earnings per common
 share - basic, absent the
 after-tax mark-to-market
 adjustment                    $0.26       $0.30       $1.33       $1.28
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Income tax recovery (2007 - 2008)
During 2008, NSPI accelerated the deduction of capitalized expenses
pertaining to the 2007 tax year. As a result, in 2008 NSPI recorded an income
tax recovery of $6.5 million. NSPI will continue to use this methodology in
current and future years.
During 2007, NSPI filed amended tax returns for 2000 to 2004 related to
the deductibility of previously capitalized overhead expenses. Canada Revenue
Agency ("CRA") audited and approved the amended filings for these years. In
2008, NSPI amended its 2005 and 2006 tax returns on the same basis as was used
for the 2000 to 2004 years. The amendments have since been processed by CRA.
All material amounts relating to these prior year adjustments were recorded in
the 2007 financial statements of NSPI. This resulted in an income tax recovery
of $25.4 million in Q3 2007, of which $14.6 million was recorded as a
reduction of other assets and the remaining $10.8 million was recorded as a
reduction of income tax expense. In addition, in Q4 2007, NSPI recorded refund
interest of $8.6 million, $1.8 million of which was recorded as a reduction of
other assets and the remaining $6.8 million was recorded as a reduction of
financing charges. NSPI used this methodology in filing its 2007 return and
will continue to use this methodology when filing its 2008 and future income
tax returns.
Settlement of claim (2006)
In late 2005 a number of NSPI's petroleum coke suppliers were unable to
supply fuel due to hurricanes in the Gulf of Mexico, which seriously affected
their operations. As a result, NSPI incurred additional costs for replacement
fuel and other expenses, which were included in Q4 2005 fuel expense. NSPI
filed a claim with its insurers to recover applicable costs. In Q4 2006, NSPI
received $8.9 million ($5.5 million after-tax) in settlement of this claim.
NOVA SCOTIA POWER INC.
Overview
NSPI is the primary electricity supplier in Nova Scotia, providing over
95% of electricity generation, transmission and distribution in the province.
The company owns 2,293 megawatts ("MW") of generating capacity. Approximately
53% is coal-fired; natural gas and/or oil together comprise another 29% of
capacity; and hydro and wind production provide 18%. In addition, NSPI has 85
MW of renewable energy, substantially wind energy, under contracts with
independent power producers. During 2008, NSPI signed power purchase
agreements for 246 MW of new wind energy sources with seven independent power
producers. NSPI also owns approximately 5,000 kilometers of transmission
facilities, and 26,000 kilometers of distribution facilities. The company has
a workforce of approximately 1,800 people.
NSPI is a public utility as defined in the Public Utilities Act (Nova
Scotia) and is subject to regulation under the Act by the UARB. The Act gives
the UARB supervisory powers over NSPI's operations and expenditures.
Electricity rates for NSPI's customers are also subject to UARB approval. The
company is not subject to an annual rate review process, but rather
participates in hearings from time to time at the company's or the regulator's
request.
NSPI is regulated under a cost of service model, with rates set to recover
prudently incurred costs of providing electricity service to customers, and
provide an appropriate return to investors. NSPI's return on equity ("ROE")
range for 2008 was 9.3% - 9.8%, on a maximum allowed common equity component
of 40% of total capitalization. Rates were set for 2009 using a 9.35% ROE,
with a common equity component of 37.5%. The ROE range for 2009 is 9.1% - 9.6%
on a maximum allowed common equity component of 45% of total capitalization.
Appointment
On December 1, 2008 NSPI announced plans that George Caines will become
Chair of the Board of Directors of NSPI, effective May 6, 2009. Mr. Caines
will take over from John McLennan, who will replace Derek Oland as Chair of
the Board of Emera Inc.
2009 Rate Decision
In May 2008 NSPI filed a rate application with the UARB requesting an
overall rate increase of 11.9% effective January 1, 2009. In September 2008,
NSPI reached a settlement agreement with stakeholders regarding that rate
application. The UARB approved that settlement agreement in November 2008
which includes an average rate increase of 9.4% for most customer segments
effective January 1, 2009. The approved settlement agreement also includes a
Fuel Adjustment Mechanism ("FAM") effective January 1, 2009 with the first
rate adjustment under the FAM occurring on January 1, 2010. The UARB will
oversee the FAM, including review of fuel costs, contracts and transactions.
With the implementation of the FAM, NSPI's ROE range will be reduced to 9.1% -
9.6% with 9.35% used to set rates.
2007 Cash Flow Highlights
During Q4 2007 NSPI had two significant cash receipts. NSPI received $87.6
million USD for the November 2004 to October 2007 price adjustment rebate on
an existing long-term natural gas purchase agreement. The final three-year
settlement will be received in November 2010 for the November 2007 to October
2010 price adjustment rebate. In addition, NSPI received $34.0 million in cash
related to the income tax recovery discussed in Significant Items.
2007 Rate Decision
In February 2007 the UARB approved an average increase in electricity
rates of 3.8% effective April 1, 2007. The rate increase was part of a
first-ever rate settlement agreement between NSPI and key stakeholders. NSPI's
ROE range was unchanged at 9.3% to 9.8%.
2006 Rate Decision
The UARB granted NSPI an average rate increase of approximately 8.7%
effective March 10, 2006. The UARB noted improvements NSPI had made in fuel
procurement, but determined that a previous finding related to 2002 and 2003
fuel procurement carried over into 2006, resulting in a $15.7 million
disallowance for 2006. The UARB noted that this would be the final
disallowance related to this issue.
Review of 2008
NSPI Net Earnings
millions of dollars
 (except earnings per   Three months ended                    Year ended
 common share)                 December 31                   December 31
-------------------------------------------------------------------------
                            2008      2007      2008      2007      2006
-------------------------------------------------------------------------
Electric revenue          $280.7    $283.1  $1,111.1  $1,102.0    $967.9
-------------------------------------------------------------------------
Fuel for generation and
 purchased power           139.5     110.3     471.4     433.7     292.8
Operating, maintenance
 and general                52.3      55.3     203.7     206.0     202.5
Provincial grants and
 taxes                      10.3      10.1      41.2      40.4      40.3
Depreciation                33.8      33.1     133.6     131.1     127.8
Regulatory amortization      6.4       4.5      17.7      17.2       8.6
Other revenue               (3.5)     (3.7)    (15.5)    (11.7)     (9.6)
-------------------------------------------------------------------------
                            41.9      73.5     259.0     285.3     305.5
Financing charges           20.3      24.7     106.8     123.0     130.6
Other income                   -         -         -         -      (8.9)
-------------------------------------------------------------------------
Earnings before income
 taxes                      21.6      48.8     152.2     162.3     183.8
Income taxes                 7.2      23.6      46.6      62.1      79.5
-------------------------------------------------------------------------
Contribution to
 consolidated net
 earnings                  $14.4     $25.2    $105.6    $100.2    $104.3
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Contribution to
 consolidated earnings
 per common share          $0.12     $0.23     $0.94     $0.90     $0.94
-------------------------------------------------------------------------
-------------------------------------------------------------------------

NSPI's contribution to consolidated net earnings decreased $10.8 million
to $14.4 million in Q4 2008, compared to $25.2 million in Q4 2007. Annual
contribution to consolidated net earnings increased $5.4 million to $105.6
million in 2008 compared to $100.2 million in 2007, and was $104.3 million in
2006. Highlights of the earnings changes are summarized in the following
table:
                                        Three months ended    Year ended
millions of dollars                            December 31   December 31
-------------------------------------------------------------------------
Contribution to consolidated net
 earnings - 2006                                                  $104.3
Increased electric revenue due to
 electricity price increases on
 March 10, 2006 and April 1, 2007,
 higher industrial sales volume, and
 colder weather partially offset by
 lower export sales volume                                         134.1
Increased fuel expense                                            (140.9)
Increased operating expenses mainly due
 to increased storm related costs                                   (3.5)
Increased regulatory amortization due
 to the start of a new regulatory
 amortization on April 1, 2007                                      (8.6)
Decreased other income                                              (8.9)
Decreased financing charges mainly due
 to income tax recovery interest                                     7.6
Decreased income taxes due to an income
 tax recovery                                                       10.8
Decreased income taxes due to lower
 taxable income                                                      6.6
All other                                                           (1.3)
-------------------------------------------------------------------------
Contribution to consolidated net
 earnings - 2007                                     $25.2         100.2
Decreased electric revenue in Q4 due to
 decreased commercial and industrial
 sales volume; year-to-date increased
 electric revenue due to an electricity
 price increase on April 1, 2007                      (2.4)          9.1
Increased fuel expense                               (29.2)        (37.7)
Decreased financing charges due to
 foreign exchange gains on USD
 denominated monetary net assets
 compared to foreign exchange losses in
 2007; and lower interest costs                        4.4          16.2
Decreased income taxes due to lower
 taxable income, accelerated deductions
 for capital items and a lower statutory
 rate                                                 16.4          15.5
Other                                                    -           2.3
-------------------------------------------------------------------------
Contribution to consolidated net
 earnings - 2008                                     $14.4        $105.6
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Electric Revenue
Q4 Electric Sales Volume            Q4 Electric Sales Revenues
Gigawatt hours ("GWh")              millions of dollars
----------------------------------  -------------------------------------
             2008    2007    2006                 2008      2007    2006
----------------------------------  -------------------------------------
Residen-                            Residen-
 tial       1,093   1,064   1,016    tial       $129.1    $125.7  $115.5
Commercial    770     793     742   Commercial    76.9      78.5    72.0
Industrial    987   1,046     925   Industrial    64.2      67.5    58.5
Other          84      99     116   Other         10.5      11.4    11.9
----------------------------------  -------------------------------------
Total       2,934   3,002   2,799   Total       $280.7    $283.1  $257.9
----------------------------------  -------------------------------------
----------------------------------  -------------------------------------

Year-to-Date ("YTD") Electric
 Sales Volume                       YTD Electric Sales Revenues
GWh                                 millions of dollars
----------------------------------  -------------------------------------
             2008    2007    2006                 2008      2007    2006
----------------------------------  -------------------------------------
Residen-                            Residen-
 tial       4,179   4,145   3,927    tial       $496.3    $485.6  $439.9
Commercial  3,115   3,161   3,023   Commercial   305.2     307.6   285.2
Industrial  4,144   4,191   2,874   Industrial   268.1     266.6   184.8
Other         334     365     681   Other         41.5      42.2    58.0
----------------------------------  -------------------------------------
Total      11,772  11,862  10,505   Total     $1,111.1  $1,102.0  $967.9
----------------------------------  -------------------------------------
----------------------------------  -------------------------------------

Q4 Average Revenue / Megawatt hour
 ("MWh")
----------------------------------
             2008    2007    2006
----------------------------------
Dollars per
 MWh          $96     $94     $92
----------------------------------
----------------------------------

YTD Average Revenue / MWh
----------------------------------
             2008    2007    2006
----------------------------------
Dollars per
 MWh          $94     $93     $92
----------------------------------
----------------------------------

Electric sales volume is primarily driven by general economic conditions,
population and weather. Electricity pricing in Nova Scotia is regulated and
therefore only changes when new regulatory decisions are implemented. The
exceptions are annually adjusted rates, subscribed to by certain larger
industrial customers, and export sales which in recent years comprised less
than 1% of NSPI sales volume and are priced at market. Residential and
commercial electricity sales are seasonal, with Q1 and Q4 the strongest
periods, reflecting colder weather, and fewer daylight hours in the winter
season.
NSPI's residential load generally comprises individual homes, apartments
and condominiums. Commercial customers include small retail operations, large
office and commercial complexes, and the province's universities and
hospitals. Industrial customers include manufacturing facilities and other
large volume operations. Other electric consists of export sales, sales to
municipal electric utilities and revenues from street lighting.
Electric revenues decreased by $2.4 million to $280.7 million in Q4 2008
compared to $283.1 million in Q4 2007 due to decreased commercial and
industrial sales volume.
For the year ended December 31, 2008 electric revenues increased $9.1
million to $1,111.1 million compared to $1,102.0 million in 2007. Revenue
increases are substantially due to a 3.8% rate increase effective April 1,
2007.
For the year ended December 31, 2007 electric revenues increased by $134.1
million to $1,102.0 million compared to $967.9 million in 2006. Revenue
increases are substantially due to the 8.7% rate increase effective March 10,
2006 and a 3.8% rate increase effective April 1, 2007, increased sales volume
due to a large industrial customer returning to operations in late 2006, and
colder weather, partially offset by lower export sales.
The increase in average revenue per MWh in 2008 compared to 2007 reflects
the April 1, 2007 rate increase noted above.
The average revenue per MWh is higher in 2007 compared to 2006 reflecting
the two rate increases noted above, offset by a change in sales mix,
specifically the increase in lower priced industrial sales due to the return
to operations of a large industrial customer.
Fuel for Generation and Purchased Power
Capacity
To ensure reliability of service, NSPI maintains a generating capacity
greater than firm peak demand. The total company-owned generation capacity is
2,293 MW, which is supplemented by 85 MW contracted with independent power
producers. NSPI meets the planning criteria for reserve capacity established
by the Maritime Control Area, and the Northeast Power Coordinating Council.
Management of capacity and capacity utilization is a critical element of
operating efficiency. The provision of sufficient generating capacity to meet
peak demand inevitably results in excess capacity in non-peak periods, which
allows for annual maintenance programs to be carried out without compromising
reserve capacity requirements. NSPI's daily load is generally highest in the
early evening; its seasonal load is highest through the winter months.
Maximizing capacity utilization can have a positive effect on earnings, and
helps defer significant investment in additional generation capacity.
Maximizing capacity utilization primarily depends on:
- Ensuring generating plants are consistently available to service
  demand - NSPI conducts ongoing planned maintenance programs, and has
  sustained high availability over the past several years. NSPI maintains
  low forced and unplanned outage rates compared to North American
  averages.
- Moving demand from peak to non-peak periods - NSPI encourages customers
  to move some electricity demand from high cost to lower cost periods by
  offering customers various pricing alternatives. NSPI also controls
  over 400 MW of interruptible electric load; over 250 MW is supplied
  under real time or time of day rates.
- Export sales - Increasing export sales when margins are satisfactory
  allows energy from excess capacity to be sold when not required in the
  province. NSPI operates a 24-hour marketing desk to optimize commercial
  opportunities such as export sales.
NSPI Thermal Capacity Utilization
             2008      2007      2006      2005      2004
              75%       79%       71%       78%       82%
NSPI Thermal Capacity Availability
             2008      2007      2006      2005      2004
              88%       91%       90%       90%       92%
NSPI's thermal capacity utilization was 75% in 2008 compared to 79% in
2007. This was due to NSPI taking advantage of economic import energy as a
result of lower marginal cost for energy in the northeastern United States
during extended periods of warmer weather.
NSPI facilities continue to rank among the best in Canada on capacity
related performance indicators. The high availability and capability of low
cost thermal generating stations provide lower cost energy to customers. In
2008, coal plant availability was 88%. The decrease in availability from 2007
reflects extended maintenance periods. Sustained high availability and low
forced outage rates on low cost facilities are good indicators of sound
maintenance and investment practices.
Fuel Expense
Q4 Production Volume                YTD Production Volume
GWh                                 GWh
----------------------------------  -------------------------------------
             2008    2007    2006                 2008      2007    2006
----------------------------------  -------------------------------------
Coal &                              Coal &
 petcoke    2,177   2,519   2,368    petcoke     9,009     9,561   9,128
Natural                             Natural
 gas          249     333     128    gas         1,258     1,057     390
Oil &                               Oil &
 diesel       218      45     174    diesel        339       515     431
Renewable     257     218     233   Renewable    1,068       911     998
Purchased                           Purchased
 power        296     189     180    power         889       654     405
----------------------------------  -------------------------------------
Total       3,197   3,304   3,083   Total       12,563    12,698  11,352
----------------------------------  -------------------------------------
----------------------------------  -------------------------------------
Purchased power includes 44 GWh of  Purchased power includes 148 GWh of
renewables in 2008 (2007 - 49 GWh;  renewables in 2008 (2007 - 161 GWh;
2006 - 33 GWh).                     2006 - 109 GWh).

Q4 Average Unit Fuel Costs
----------------------------------
             2008    2007    2006
----------------------------------
Dollars per
 MWh          $44     $33     $28
----------------------------------
----------------------------------

YTD Average Unit Fuel Costs
----------------------------------
             2008    2007    2006
----------------------------------
Dollars per
 MWh          $38     $34     $26
----------------------------------
----------------------------------

Solid fuel is NSPI's dominant fuel source, supplying approximately 72% of
the company's annual energy. Solid fuels have the lowest per unit fuel cost,
after hydro and NSPI owned wind production, which have no fuel cost component.
Oil, natural gas, and purchased power are next, depending on the relative
pricing of each. Economic dispatch of the generating fleet brings the lowest
cost options on stream first, with the result that the incremental cost of
production increases as sales volume increases.
The average unit fuel costs increased in 2008 compared to 2007 mainly due
to the decreased value of the natural gas supply contract as reflected in the
long-term receivable, and change in generation mix due to lower coal
production due to an increase in coal plant maintenance. Increased coal prices
were partially offset by the economic use of natural gas and favourable hedge
positions as a result of this fuel switch.
The average unit fuel costs increased in 2007 compared to 2006 mainly due
to the use of higher marginal cost production because of increased load.
A substantial amount of NSPI's fuel supply comes from international
suppliers, and is subject to commodity price and foreign exchange risk. The
company manages exposure to commodity price risk utilizing a portfolio
strategy, combining physical fixed-price fuel contracts and financial
instruments providing fixed or maximum prices. Foreign exchange risk is
managed through forward and option contracts. Further details on the company's
fuel cost risk management strategies are included in the Business Risks and
Enterprise Risk Management section. Fuel contracts may be exposed to broader
global conditions which may include impacts on delivery reliability and price,
despite contracted terms.
For the three months ended December 31, 2008, fuel for generation and
purchased power increased $29.2 million to $139.5 million, compared to $110.3
million in Q4 2007. For the year ended December 31, 2008, fuel for generation
and purchased power increased $37.7 million to $471.4 million compared to
$433.7 million in 2007 and $292.8 million in 2006. Highlights of the changes
are summarized in the following table:
                                        Three months ended    Year ended
millions of dollars                            December 31   December 31
-------------------------------------------------------------------------
Fuel for generation and purchased
 power - 2006                                                     $292.8
Increased sales volume due to the return
 to operation of a large industrial
 customer that had been shut-down for
 most of 2006, colder weather, and
 generation mix                                                    103.6
Commodity price increases                                            6.6
Decreased net proceeds from the resale
 of natural gas due to the economic
 decision to use natural gas in the
 production process                                                 48.6
Decreased export sales volume                                      (12.4)
All other                                                           (5.5)
-------------------------------------------------------------------------
Fuel for generation and purchased
 power - 2007                                       $110.3         433.7
Increased commodity prices in Q4
 primarily due to increased coal and
 natural gas prices; year-to-date the
 increase in coal prices was partially
 offset by the economic use of natural
 gas and favourable hedge positions as a
 result of this fuel switch                           16.9          18.3
Decreased sales volume                                (7.4)         (9.9)
Decreased net proceeds from the resale
 of natural gas due to the economic
 decision to use natural gas in the
 production process                                    6.6           8.8
Increased hydro production                            (3.0)        (11.9)
Changes in generation mix due to
 increased coal plant maintenance                     16.1          30.7
Other                                                    -           1.7
-------------------------------------------------------------------------
Fuel for generation and purchased
 power - 2008                                       $139.5        $471.4
-------------------------------------------------------------------------
-------------------------------------------------------------------------
The valuation of the long-term receivable from a natural gas supplier
requires NSPI to utilize a combination of historical and future natural gas
prices. NSPI uses market-based forward indices when determining future prices.
Future prices can change from period to period which will cause a
corresponding change in the value of the long-term receivable.
Operating, Maintenance and General
Operating, maintenance and general expenses have remained relatively
unchanged over the three year period.
Provincial Grants and Taxes
NSPI pays annual grants to the Province of Nova Scotia in lieu of
municipal taxation other than deed transfer tax.
Depreciation
Depreciation expense increased slightly over the three year period due to
plant additions.
In its November 5, 2008 rate decision, the UARB approved a scheduled
year-three phase-in of the previously approved increased depreciation rates
commencing January 1, 2009.
Regulatory Amortization
Regulatory amortization increased $1.9 million to $6.4 million in Q4 2008
compared to $4.5 million in Q4 2007 due to additional amortization of the
pre-2003 income taxes partially offset by the completion of Glace Bay
generating station amortization in 2007.
For the year ended December 31, 2008 regulatory amortization increased
$0.5 million to $17.7 million compared to $17.2 million in 2007 for the
reasons noted above.
For the year ended December 31, 2007 regulatory amortization increased
$8.6 million to $17.2 million compared to $8.6 million in 2006 due to the
amortization of pre-2003 income taxes beginning in April 2007 partially offset
by the completion of the Glace Bay generating station amortization in 2007.
Other Revenue
Other revenue has increased over the three year period due to settlements
received and a reduction in the accounts receivable securitization program
which resulted in lower fees.
Financing Charges
Financing charges decreased $4.4 million to $20.3 million in Q4 2008
compared to $24.7 million in Q4 2007, and decreased $16.2 million to $106.8
million for the year ended December 31, 2008 compared to $123.0 million in
2007 primarily due to foreign exchange gains in 2008 partially offset by
income tax recovery interest in 2007.
Financing charges decreased $7.6 million, to $123.0 million for the year
ended December 31, 2007 compared to $130.6 million in 2006 primarily due to
the income tax recovery interest as discussed below. As discussed in
Significant Items, in Q4 2007 NSPI recorded income tax refund interest of $8.6
million, $1.8 million of which has been recorded as a reduction of other
assets. The remaining $6.8 million has been recorded as a reduction of
financing charges.
The company manages exposure to interest rate risk through a combination
of fixed and floating borrowing, and hedging. Interest rate caps are the
principal instrument used to hedge interest rate risk.
Other Income
In Q4 2006, Nova Scotia Power received an $8.9 million insurance
settlement on a petcoke supply interruption claim.
Income Taxes
In accordance with ratemaking regulations established by the UARB, NSPI
uses the taxes-payable method of accounting for income taxes.
In 2008, NSPI was subject to provincial capital tax (0.2125%), corporate
income tax (35.5%) and Part VI.1 tax relating to preferred dividends (40%).
NSPI also receives a reduction in its corporate income tax otherwise payable
related to the Part VI.1 tax deduction (42.6% of preferred dividends).
As discussed in Significant Items, during 2008 NSPI accelerated the
deduction of capitalized expenses pertaining to the 2007 tax year. As a
result, in 2008 NSPI recorded an income tax recovery of $6.5 million. In Q3
2007 NSPI recorded an income tax recovery of $25.4 million, of which $14.6
million was recorded as a reduction of other assets. The remaining $10.8
million was recorded as a reduction of income tax expense.
Outlook
Based on the 2009 rate decision and the current economic forecast for Nova
Scotia, NSPI expects to earn within its ROE range in 2009.
Debt Management
NSPI has established the following available credit facilities:
Short-term                                                       Maximum
millions of dollars                               Maturity        amount
-------------------------------------------------------------------------
Operating credit facility                 1 Year Revolving        $500.0
-------------------------------------------------------------------------

In July 2008, medium term note series "O", 5.65%, $115 million matured.
In December 2008, NSPI issued a $150 million medium term note. This note
was issued under a reopening of Series "T", 5.75%, originally issued in
September 2003. This $150 million issue yields 6.238% and will mature in
October 2013. In January 2009, NSPI issued an additional $50 million medium
term note under an additional reopening of Series "T", yielding 5.455%. This
additional issue also matures in October 2013. The proceeds of both issues
were used to pay down short-term borrowings, incurred for general corporate
purposes.
There were no long-term debt issuances or maturities in 2007 and 2006.
The weighted average coupon rate on NSPI's outstanding medium-term and
debenture notes at December 31, 2008, was 6.84% (2007 - 6.86%). Approximately
39% of the debt matures over the next ten years; 57% matures between 2018 and
2037; and $50 million, or 4%, matures in 2097. The quoted market weighted
average interest rate for the same or similar issues of the same remaining
maturities was 6.12% as of December 31, 2008 (2007 - 5.34%).
NSPI has the following credit ratings:
                                        DBRS           S&P       Moody's
-------------------------------------------------------------------------
Corporate                                N/A           BBB          Baa1
Senior unsecured debt                 A (low)          BBB          Baa1
Preferred stock                   Pfd-2 (low)    P-3 (high)          N/A
Commercial paper                    R-1 (low)     A-2 (Cdn)          P-2
-------------------------------------------------------------------------

In November 2008, Standard & Poor's ("S&P") Rating Services revised its
rating outlook on Nova Scotia Power to Positive from Stable. At the same time,
S&P confirmed NSPI's other ratings. The outlook revision reflects the recent
regulatory approval of a FAM.
In August 2008, Moody's Investors Service ("Moody's") confirmed the credit
ratings of Nova Scotia Power and revised the rating outlook from negative to
stable. The revision reflects Moody's view that NSPI has been successful in
improving its relationships with key stakeholders and the UARB. Moody's also
expects that NSPI's exposure to regulatory risk will be reduced and that there
is less likelihood of variability in NSPI's financial results following
implementation of the FAM in January 2009.
BANGOR HYDRO-ELECTRIC COMPANY
All amounts in the BHE section are reported in US dollars unless
otherwise stated.
Overview
BHE's core business is the transmission and distribution ("T&D") of
electricity. BHE is the second largest electric utility in Maine. Electricity
generation is deregulated in Maine, and several suppliers compete to provide
customers with the commodity that is delivered through the BHE T&D network.
BHE owns and operates approximately 1,100 kilometers of transmission
facilities, and 7,000 kilometers of distribution facilities. BHE has recently
invested approximately $141 million in the Northeast Reliability Interconnect
("NRI"), an international electricity transmission line connecting New
Brunswick to Maine which went in service in Q4 2007 and currently has
approximately $100 million of additional transmission development in progress.
BHE has a workforce of approximately 260 people.
In addition to T&D assets, BHE has net "regulatory" assets (stranded
costs), which arose through the restructuring of the electricity industry in
the state in the late 1990s; and as a result of rate and accounting orders
issued by its regulator. BHE's net regulatory assets primarily include the
costs associated with the restructuring of an above-market power purchase
contract; and the unamortized portion on its loss on the sale of its
investment in the Seabrook nuclear facility. Unlike T&D operational assets,
which are generally sustained with new investment, the regulatory asset pool
diminishes over time, as elements are amortized through charges to earnings,
and recovered through rates. These regulatory assets total approximately $55.2
million at December 31, 2008, or 8% of BHE's net asset base.
Approximately 60% of BHE's electric rate represents distribution service,
20% relates to stranded cost recoveries, and 20% to transmission service. The
rates for each element are established in distinct regulatory proceedings.
BHE's distribution operations and stranded costs are regulated by the Maine
Public Utilities Commission ("MPUC"). The transmission operations are
regulated by the Federal Energy Regulatory Commission ("FERC").
BHE operates under a traditional cost-of-service regulatory structure. In
December 2007, the MPUC approved an increase of approximately 2% in
distribution rates effective January 1, 2008. The allowed ROE used in setting
the new distribution rates is 10.2%, with a common equity component of 50%.
Until December 31, 2007, BHE's distribution service operated under an
Alternate Rate Plan ("ARP"), which provided for an ROE range of 5% to 17% on
distribution operations, with rates set at the midpoint of 11%. There was a
50/50 sharing mechanism between the company and customers outside of the
earnings band. The ARP also included performance standards and provided for
average annual reductions in distribution rates of approximately 2.5% for five
years, to 2007. Beginning January 1, 2008, the earnings band and associated
sharing mechanism, performance standard, and annual distribution rate
reductions are no longer applicable.
BHE's stranded cost rates provide for an allowed ROE of 10% on the related
asset base for the three-year period ending February 29, 2008. In December
2007 the MPUC issued an order approving an approximate 39% reduction in
stranded cost rates for the three-year period beginning March 1, 2008. The
allowed ROE used in setting the new stranded cost rates is 8.5%.
Transmission rates are set by the FERC annually on July 1, based on the
prior year's revenue requirement. The allowed ROE for transmission operations
ranges from 11.14% for low voltage transmission up to 12.64% for high voltage
transmission developed as a result of the regional system plan, which includes
the NRI transmission line.
Review of 2008
BHE Net Earnings
millions of dollars
 (except earnings per   Three months ended                    Year ended
 common share)                 December 31                   December 31
-------------------------------------------------------------------------
                            2008      2007      2008      2007      2006
-------------------------------------------------------------------------
T&D revenues               $25.9     $25.9     $97.6    $101.7    $101.8
Resale of purchased
 power                       5.4       3.7      20.4      14.6      15.2
Transmission pool
 revenue                     3.2       4.5      16.5      12.7         -
-------------------------------------------------------------------------
Total revenue               34.5      34.1     134.5     129.0     117.0
Fuel for generation and
 purchased power             8.1       8.3      32.2      31.9      31.4
Operating, maintenance
 and general                 7.8       8.0      28.8      26.3      27.1
Property taxes               1.3       0.8       5.4       4.8       5.0
Depreciation                 3.9       3.2      15.3      13.0      12.9
Regulatory amortization      2.6       3.2      10.1      13.2      12.6
Other                       (0.7)     (0.8)     (3.8)     (2.1)     (2.2)
-------------------------------------------------------------------------
Earnings before
 financing charges and
 income taxes               11.5      11.4      46.5      41.9      30.2
Financing charges            2.6       1.2      11.1       3.2       6.6
-------------------------------------------------------------------------
Earnings before income
 taxes                       8.9      10.2      35.4      38.7      23.6
Income taxes                 3.6       3.5      13.9      13.0       8.8
-------------------------------------------------------------------------
Contribution to
 consolidated net
 earnings - USD             $5.3      $6.7     $21.5     $25.7     $14.8
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Contribution to
 consolidated net
 earnings - CAD             $6.6      $6.7     $23.1     $27.5     $16.8
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Contribution to
 consolidated earnings
 per common share - CAD    $0.07     $0.06     $0.21     $0.25     $0.15
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Net earnings weighted
 average foreign
 exchange rate -
 CAD /USD                  $1.23     $0.99     $1.07     $1.07     $1.13
-------------------------------------------------------------------------
-------------------------------------------------------------------------

BHE's contribution to consolidated net earnings decreased $1.4 million to
$5.3 million in Q4 2008 compared to $6.7 million in Q4 2007. Annual
contribution to consolidated net earnings decreased $4.2 million to $21.5
million compared to $25.7 million in 2007, and was $14.8 million in 2006.
Highlights of the earnings changes are summarized in the following table:
                                        Three months ended    Year ended
millions of dollars                            December 31   December 31
-------------------------------------------------------------------------
Contribution to consolidated net
 earnings - 2006                                                   $14.8
Increased transmission pool revenue
 associated with the recovery of the NRI
 transmission line from the New England
 Power Pool ("NEPOOL") beginning in June
 2007                                                               12.7
Increased overheads and AFUDC
 capitalized primarily as a result of
 capital expenditures on the NRI
 transmission line                                                   4.0
Increased income taxes due to increased
 earnings                                                           (4.2)
All other                                                           (1.6)
-------------------------------------------------------------------------
Contribution to consolidated net
 earnings - 2007                                      $6.7          25.7
Year-to-date increase primarily due to
 increased net transmission pool revenue
 and a decrease in miscellaneous
 transmission charges                                 (0.9)          5.0
Decreased overheads and AFUDC
 capitalized primarily as a result of
 completing the NRI transmission line in
 Q4 2007                                              (1.7)        (10.0)
Increased interest expense and
 depreciation primarily related to the
 NRI transmission line                                (0.4)         (3.0)
Other                                                  1.6           3.8
-------------------------------------------------------------------------
Contribution to consolidated net
 earnings - 2008                                      $5.3         $21.5
-------------------------------------------------------------------------
-------------------------------------------------------------------------
BHE's decreased contribution to consolidated net earnings in CAD in Q4
2008 compared to Q4 2007 was partially offset by the $1.3 million impact of
the weaker Canadian dollar.  BHE's increased contribution to consolidated net
earnings in CAD in 2007 compared to 2006 was partially offset by the $1.5
million effect of the stronger Canadian dollar.

Electric Revenue
Q4 Electric Sales Volume            Q4 Electric Sales Revenues
GWh                                 millions of dollars
----------------------------------  -------------------------------------
             2008    2007    2006                 2008      2007    2006
----------------------------------  -------------------------------------
Residential   155     157     155   Residential  $12.8     $13.0   $12.9
Commercial    145     149     141   Commercial     8.7       9.0     8.8
Industrial     90     102      93   Industrial     3.0       2.7     2.8
Other           2       3       3   Other          1.4       1.2     1.0
----------------------------------  -------------------------------------
Total         392     411     392   Total        $25.9     $25.9   $25.5
----------------------------------  -------------------------------------
----------------------------------  -------------------------------------

YTD Electric Sales Volume           YTD Electric Sales Revenues
GWh                                 millions of dollars
----------------------------------  -------------------------------------
             2008    2007    2006                 2008      2007    2006
----------------------------------  -------------------------------------
Residential   591     594     589   Residential  $47.6     $49.6   $49.1
Commercial    604     606     598   Commercial    34.5      36.5    36.1
Industrial    350     379     372   Industrial    10.0      11.1    11.3
Other          10      12      12   Other          5.5       4.5     5.3
----------------------------------  -------------------------------------
Total       1,555   1,591   1,571   Total        $97.6    $101.7  $101.8
----------------------------------  -------------------------------------
----------------------------------  -------------------------------------

Q4 Average Revenue / MWh
----------------------------------
             2008    2007    2006
----------------------------------
Dollars per
 MWh          $66     $63     $65
----------------------------------
----------------------------------

YTD Average Revenue / MWh
----------------------------------
             2008    2007    2006
----------------------------------
Dollars per
 MWh          $63     $64     $65
----------------------------------
----------------------------------
Electric sales volume is primarily driven by general economic conditions,
population and weather. Electric sales pricing in Maine is regulated, and
therefore changes in accordance with regulatory decisions.
Electric revenues were flat at $25.9 million in Q4 2008 compared to Q4
2007. For the year ended December 31, 2008, electric revenues decreased $4.1
million to $97.6 million compared to $101.7 million for 2007 due to decreased
sales volume and decreased stranded cost rates. For the year ended December
31, 2007, electric revenues were unchanged at $101.7 million compared to
$101.8 million in 2006.
The changes in average revenue per MWh in 2008 compared to 2007 reflects
the July 1, 2007 reduction in transmission rates and the March 1, 2008
reduction in stranded cost rates, offset by the January 1, 2008 increase in
distribution rates and an increase in transmission rates on July 1, 2008.
Resale of Purchased Power, and Fuel for Generation and Purchased Power
BHE has several above-market purchase power contracts pre-dating the Maine
market restructuring. Power purchased under these arrangements is resold to a
third party at market rates as determined through a bid process administered
and approved by the MPUC. The difference between the cost of the power
purchased under these arrangements and the revenue collected from the third
party is recovered through stranded cost rates.
Transmission Pool Revenue
Transmission pool revenue includes recovery of the NRI transmission line
from NEPOOL, which began in June 2007, offset by NEPOOL transmission
infrastructure investment charges. BHE recovers the cost of its regionally
funded transmission infrastructure investment through the transmission pool
revenue based on a regional formula that is updated on June 1st of each year.
Transmission pool revenue decreased by $1.3 million in Q4 2008 to $3.2
million compared to $4.5 million in Q4 2007 due to increased regional charges
from increased transmission infrastructure investment. For the year ended
December 31, 2008, transmission pool revenue increased $3.8 million to $16.5
million compared to $12.7 million for 2007. Much of the year over year
increase is due to 12 months of pool revenue in 2008 from the NRI transmission
line compared to seven months in 2007, partially offset by increased regional
charges.
Depreciation
Depreciation expense increased $0.7 million to $3.9 million in Q4 2008
compared to $3.2 million in Q4 2007; and increased $2.3 million to $15.3
million in 2008 compared to $13.0 million in 2007 primarily due to
depreciation on the NRI transmission line which went into service in Q4 2007.
Financing Charges
Financing charges increased $1.4 million to $2.6 million in Q4 2008
compared to $1.2 million in Q4 2007 and increased $7.9 million to $11.1
million for the year ended December 31, 2008, compared to $3.2 million in 2007
primarily due to increased debt used to finance the NRI transmission line and
decreased AFUDC capitalized on the NRI transmission line which went into
service in Q4 2007.
Financing charges decreased $3.4 million to $3.2 million for the year
ended December 31, 2007, compared to $6.6 million in 2006 primarily due to
increased capitalized AFUDC related to the NRI transmission line partially
offset by increased debt used to finance the NRI transmission line.
Income Taxes
BHE uses the future income tax method of accounting for income taxes.
BHE is subject to corporate income tax at the statutory rate of 40.8%
(combined federal and state income tax rate).
Outlook
BHE's net earnings for 2009 are expected to be slightly higher than 2008
primarily due to increased transmission investment recoveries.
Debt Management
BHE has established the following credit facilities:
Short-term                                                       Maximum
millions of dollars                               Maturity        amount
-------------------------------------------------------------------------
Unsecured revolving facility              2 year revolving-        $60.0
                                      matures in June 2010
-------------------------------------------------------------------------
In September 2007, the company completed a private placement of $50
million in senior unsecured notes at an average interest rate of 5.74% of
which $30 million will mature in September 2014 and $20 million will mature in
September 2017. The primary use of these proceeds was to fund the NRI
transmission line. Proceeds were used to pay down a $40 million interim bank
credit line used as bridge financing, and short-term debt.
The weighted-average coupon rate on BHE's long-term debt outstanding at
December 31, 2008 was 6.87% (2007 - 6.82%). Approximately 70% of the debt
matures over the next 10 years; the remaining issues mature in 2020 and 2022.
The quoted market weighted average interest rate for the same or similar
issues of the same remaining maturities was 6.95% as of December 31, 2008
(2007 - 5.62%).
BHE has no public debt, and accordingly has no requirement for public
credit ratings. BHE believes that its credit facility provides adequate access
to capital to support current operations and a base level of capital
expenditures. For additional capital needs, BHE expects to have sufficient
access to competitively priced funds in the unsecured debt market.
OTHER, INCLUDING CORPORATE COSTS
All activities of Emera other than its two wholly-owned regulated electric
utilities are incorporated into Other, including:
- Bear Swamp, a 50/50 joint venture in a 600 megawatt pumped storage
  hydro-electric facility in northern Massachusetts. Bear Swamp typically
  pumps water into its reservoir using lower priced off-peak power, and
  uses that hydro capacity to generate electricity during higher priced
  on-peak periods.
- Brunswick Pipeline, a 145 kilometer pipeline that delivers natural gas
  from the Canaport(TM) Liquefied Natural Gas import terminal near
  Saint John, New Brunswick, to markets in Canada and the northeastern
  United States. The pipeline was mechanically complete, and received
  National Energy Board approval for shipping gas, in January 2009. This
  accommodates the needs and schedule of the customer, Repsol, and the
  timing of completing the Canaport(TM) LNG terminal, expected in Q2
  2009.
- A 12.9% interest in the $2 billion, 1,400 kilometer M&NP that
  transports Nova Scotia's offshore natural gas to markets in Maritime
  Canada and the northeastern United States.
- Emera Energy Services, a physical energy business which purchases and
  sells natural gas and electricity and provides related energy asset
  management services. Emera Energy Services operates with minimal day-
  to-day commodity risk exposure. Volatility in natural gas markets
  usually results in increased opportunities for Emera Energy Services.
- A 19% interest in Lucelec, a vertically integrated electric utility on
  the Caribbean Island of St. Lucia, which was acquired in January 2007.
- A 25% indirect interest in GBPC, a vertically integrated utility
  serving 19,000 customers on Grand Bahama Island, which was acquired in
  September 2008.
- A 7.35% interest in OpenHydro, an Irish renewable tidal energy company,
  which was acquired in February 2008.
- Certain corporate-wide functions such as executive management,
  strategic planning, treasury services, tax planning, business
  development, and corporate governance; and financing and income taxes
  associated with the corporation's business outside of its two wholly-
  owned regulated electric utilities.

Review of 2008
Bear Swamp, Brunswick Pipeline, and Emera Energy Services are reported on
an earnings before interest and other income taxes basis ("EBIT"), and M&NP,
Lucelec and GBPC are reported on an equity earnings basis.
Other Net Earnings
millions of dollars
 (except earnings per   Three months ended                    Year ended
 common share)                 December 31                   December 31
-------------------------------------------------------------------------
                            2008      2007      2008      2007      2006
-------------------------------------------------------------------------
Bear Swamp - operational    $2.4      $3.6     $15.8      $8.9      $1.4
Bear Swamp - mark-to-
 market                     (6.0)      5.9      (8.1)     15.7         -
Brunswick Pipeline           7.0         -      15.6         -         -
M&NP                         4.6       2.6      12.2      10.6       4.9
Emera Energy Services        1.8       1.9       7.3      12.2      15.1
Lucelec                      0.3       0.9       1.8       2.2         -
GBPC                         1.2         -       1.2         -         -
Corporate costs & other     (2.2)     (4.8)    (12.3)    (14.4)     (9.6)
-------------------------------------------------------------------------
                             9.1      10.1      33.5      35.2      11.8
Interest                     8.6       2.4      20.8       7.4      10.0
-------------------------------------------------------------------------
                             0.5       7.7      12.7      27.8       1.8
Income taxes                (4.4)      3.0      (3.3)      4.2      (2.9)
-------------------------------------------------------------------------
                             4.9       4.7      16.0      23.6       4.7
Non-controlling interest    (0.6)        -      (0.6)        -         -
-------------------------------------------------------------------------
Contribution to
 consolidated net
 earnings                   $4.3      $4.7     $15.4     $23.6      $4.7
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Contribution to
 consolidated earnings
 per share                 $0.04     $0.04     $0.14     $0.21     $0.05
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Contribution to
 consolidated net
 earnings, absent the
 Bear Swamp after-tax
 mark-to-market
 adjustment                 $7.9      $1.2     $20.2     $14.2      $4.7
-------------------------------------------------------------------------
-------------------------------------------------------------------------
Contribution to
 consolidated earnings
 per share, absent the
 Bear Swamp after-tax
 mark-to-market
 adjustment                $0.07     $0.01     $0.18     $0.13     $0.05
-------------------------------------------------------------------------
-------------------------------------------------------------------------

The total contribution of Other to consolidated net earnings decreased
$0.4 million to $4.3 million in Q4 2008 compared to $4.7 million in Q4 2007.
Annual contribution to consolidated net earnings decreased $8.2 million to
$15.4 million in 2008 compared to $23.6 million in 2007, and was $4.7 million
in 2006. Highlights of the earnings changes are summarized in the following
table:
                                        Three months ended    Year ended
millions of dollars                            December 31   December 31
-------------------------------------------------------------------------
Contribution to consolidated net
 earnings - 2006                                                    $4.7
Increased Bear Swamp - operational due
 to increased energy and capacity sales                              7.5
Increased Bear Swamp - mark-to-market
 due to a favourable commodity price
 position                                                           15.7
Decreased Emera Energy Services as a
 result of changes in supply, market
 performance, and a stronger Canadian
 dollar                                                             (2.9)
Increased M&NP due to expansion costs
 that were expensed throughout 2006 and
 then capitalized in Q1 2007 and
 increased equity earnings due to
 increased tolls and volume                                          5.7
Equity earnings from Lucelec which was
 purchased in Q1 2007                                                2.2
Increased corporate costs and other due
 to increased business development
 activity and depreciation                                          (4.8)
Increased income taxes related to
 increased earnings                                                 (7.1)
All other                                                            2.6
-------------------------------------------------------------------------
Contribution to consolidated net
 earnings - 2007                                      $4.7          23.6
Increased year-to-date Bear Swamp -
 operational due to increased energy and
 forward reserve sales                                (1.2)          6.9
Decreased Bear Swamp - mark-to-market
 due to an unfavourable commodity price
 position                                            (11.9)        (23.8)
Increased Brunswick Pipeline due to
 AFUDC on construction of the pipeline                 7.0          15.6
Decreased Emera Energy Services
 primarily due to reduced activity                    (0.1)         (4.9)
Increased interest due to increased
 short-term debt used to finance the
 construction of Brunswick Pipeline and
 foreign exchange losses in 2008
 compared to foreign exchange gains in
 2007                                                 (6.2)        (13.4)
Decreased income taxes due to decreased
 earnings                                              7.4           7.5
Equity earnings from GBPC which was
 purchased in Q3 2008                                  1.2           1.2
-------------------------------------------------------------------------
Other                                                  3.4           2.7
-------------------------------------------------------------------------
Contribution to consolidated net
 earnings - 2008                                      $4.3         $15.4
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Bear Swamp
Bear Swamp EBIT represents Emera's investment in the Bear Swamp joint
venture.
Operational
Bear Swamp EBIT - operational decreased quarter over quarter to $2.4
million in Q4 2008 compared to $3.6 million in Q4 2007; and increased to $15.8
million in 2008 compared to $8.9 million in 2007 and $1.4 million in 2006.
During 2006 a hedging program was implemented to provide more consistent
margins and resulted in a mark-to-market loss in 2006, which reversed in 2007.
During Q1 2007, Bear Swamp finalized a long-term agreement with the Long
Island Power Authority to provide LIPA with 345 MW of capacity to May 31, 2010
(approximately 55% of Bear Swamp's total capacity); and 100 MW thereafter, to
April 30, 2021. In addition, Bear Swamp will provide LIPA with 12,200 MWh of
super-peak and peak energy weekly, (approximately 35% of the plant's available
energy) at a fixed price, with an annual increase, over the 15 year term of
the agreement. Bear Swamp has contracted with its parent companies for the
power supply necessary to produce the energy requirements of the LIPA
agreement.
Mark-to-market
As mentioned above, Bear Swamp has contracted with its parents to provide
the power necessary to produce the energy requirements of the LIPA contract.
One of the contracts between Bear Swamp and Emera's joint venture partner is
marked-to-market through earnings as it does not meet the stringent accounting
requirements of hedge accounting. As at December 31, 2008, the fair value of
the net derivative asset was $4.9 million (December 31, 2007 - $10.5 million),
which is subject to market volatility of power prices, and will reverse over
the life of the agreement as it is realized. The agreement expires in 2021.
Brunswick Pipeline
Brunswick Pipeline was mechanically complete, and received National Energy
Board approval for shipping gas, in January 2009. This accommodates the needs
of the customer, Repsol, and the timing of completing the Canaport(TM) LNG
terminal, expected in Q2 2009. Capital costs of Brunswick Pipeline are
expected to be $465 million plus additional AFUDC and operating expenses
capitalized as a result of the delay in receiving gas from the Canaport(TM)
LNG terminal. Revenue from the customer will begin when the terminal is
operational, but no later than September 2009.
M&NP Equity Earnings
Equity earnings for M&NP were $4.6 million in Q4 2008 compared to $2.6
million in Q4 2007. The increase in earnings was a result of proceeds related
to a settlement agreement between M&NP and EnCana Marketing (USA) Inc.
("EnCana"), a reduction in interest expense related to the US portion of the
pipeline, and a weaker Canadian dollar. In late 2007, M&NP and EnCana entered
into an agreement whereby M&NP would expand its facilities on the US portion
of the pipeline and M&NP would provide firm transport service to EnCana. In
2008, EnCana terminated the agreement and a settlement agreement was reached
in Q4 2008. A portion of the settlement proceeds has been recognized in Q4
2008 with the remaining portion deferred until 2009.
For the year ended December 31, 2008 M&NP equity earnings were $12.2
million compared to $10.6 million in 2007 due to the reasons noted above.
For the year ended December 31, 2007 M&NP equity earnings were $10.6
million compared to $4.9 million in 2006 primarily due to expansion costs that
were expensed throughout 2006 and then capitalized in Q1 2007. During Q2 2006,
M&NP filed an application with the FERC to expand its US pipeline system to
carry volumes from the proposed Brunswick Pipeline to markets in the
northeastern United States. Construction of the $307 million USD proposed
expansion facilities began in June 2007, in conjunction with the building of
Brunswick Pipeline. M&NP was expensing development costs associated with the
expansion until FERC approval was obtained in Q1 2007 when these costs were
capitalized as part of the US pipeline expansion. Emera's portion of the
required capital contribution for the expansion facilities was $21 million
USD.
During Q3 2008, M&NP repaid its outstanding debt related to the US portion
of the pipeline through equity contributions from the partners, which M&NP
will return to the partners once new financing is in place. The Company's
portion of the equity contribution was $46.5 million USD ($47.0 million CAD).
M&NP is expected to issue long-term debt in 2009, subject to capital market
conditions.
Income Taxes
All businesses included in Other follow the future income taxes method of
accounting for income taxes, excluding Brunswick Pipeline which uses the
taxes-payable method as allowed for ratemaking purposes. Taxes are recognized
on pre-tax income, excluding M&NP, Lucelec and GBPC equity earnings that are
recorded net of tax. Variations in income tax expense are largely affected by
earnings and foreign exchange fluctuations, along with changes in the
statutory tax rate.
Outlook
Net earnings for 2009, after adjusting for the mark-to-market effect of
the commodity price position in Bear Swamp, will increase over 2008 due to the
Brunswick Pipeline being mechanically complete and ready for gas
transportation in January 2009.
Debt Management
Emera has established the following credit facilities outside its
regulated electric utilities:
Short-term                                                       Maximum
millions of dollars                               Maturity        amount
-------------------------------------------------------------------------
Operating and acquisition credit
 facility                                 1 Year Revolving        $600.0
Bridge credit facility                       June 20, 2009        $200.0
-------------------------------------------------------------------------
During Q4 2008, Emera entered into a $200 million non-revolving bridge
credit facility ("bridge facility"), maturing June 30, 2009. The amount of the
bridge facility is required to be reduced by the proceeds of any debt or
equity issuance by Emera.
During Q2 2007, Bear Swamp completed a $125 million USD financing using a
senior secured non-revolving credit facility. The five-year credit facility
bears interest at a LIBOR-based facility rate, is secured by the assets of
Bear Swamp, and is due in May 2012. Proceeds of the financing were distributed
equally to Emera and its joint venture partner.
On a consolidated basis, Emera's target percentage of debt to total
capitalization is 50%-55%. The company manages long-term debt terms such that
the average is not less than ten years.
The credit ratings issued by Dominion Bond Rating Service, Standard &
Poor's, and Moody's Investor Services are unchanged from 2007 and are as
follows:
                                        DBRS           S&P       Moody's
-------------------------------------------------------------------------
Long-term corporate                BBB (high)          BBB          Baa2
-------------------------------------------------------------------------
In November 2008, Standard & Poor's ("S&P") rating agency revised the
corporate and senior unsecured debt rating outlook of Emera to Positive from
Stable.
In August 2008, Moody's Investors Service confirmed the credit ratings of
Emera and revised the rating outlook from negative to stable. The revision
reflects Moody's view that NSPI has been successful in improving its
relationships with key stakeholders and the UARB. Moody's also expects that
NSPI's exposure to regulatory risk will be reduced and that there is less
likelihood of variability in NSPI's financial results following implementation
of the FAM.
CONSOLIDATED BALANCE SHEETS
Significant changes in the consolidated balance sheets between December
31, 2008 and December 31, 2007 include:
                      Increase
millions of dollars  (Decrease)  Explanation
-------------------------------------------------------------------------
Assets
Cash                    $(14.2)  See consolidated cash flow highlights
                                  section.
Accounts receivable       65.8   Lower accounts receivable securitized,
                                  increased posted margin to
                                  counterparties, and the effect of the
                                  weaker Canadian dollar.
Inventory                 31.5   Increased coal volumes and commodity
                                  prices.
Derivatives in a         141.9   Favourable USD price positions partially
 valid hedging                    offset by unfavourable commodity price
 relationship                     positions. The effective portion of the
 (including long-term             change is recognized in accumulated
 portion)                         other comprehensive income.
Long-term receivable      48.7   Increased receivable from a natural gas
                                  supplier.
Goodwill                  19.2   Weaker Canadian dollar.
Investments subject      193.1   Additional investment in MN&P, indirect
 to significant                   investment in GBPC through the
 influence                        investment in ICDU, and equity
                                  earnings. The non-controlling interest
                                  in ICDU is reflected in non-controlling
                                  interest below.
Available-for-sale        14.4   Investment in OpenHydro.
 investments
Property, plant &        547.0   Capital spending in Brunswick Pipeline,
 equipment and                    NSPI and BHE, along with the effect of
 construction work                the weaker Canadian dollar.
 in progress
-------------------------------------------------------------------------
Liabilities and
 Shareholders' Equity
Accounts payable          24.4   Timing of payments.
Derivatives in a          92.6   Unfavourable commodity price positions
 valid hedging                    partially offset by favourable USD
 relationship                     price positions. The effective portion
 (including long-term             of the change is recognized in
 portion)                         accumulated other comprehensive income.
Held-for-trading          23.0   Unfavourable commodity price positions.
 derivatives                      The portion related to NSPI's
 (including long-term             regulatory liabilities is recognized in
 portion)                         other assets.
Future income tax         25.4   Increased timing differences relating to
 liabilities                      depreciable assets.
Other liabilities         25.9   Increased NSPI regulatory liability
                                  related to held-for-trading contracts,
                                  and the effect of the weaker Canadian
                                  dollar.
Short-term debt and      622.7   Increased short-term debt to finance
 long-term debt                   Brunswick Pipeline, increased posted
 (including current               margin and the effect of the weaker
 portion)                         Canadian dollar.
Non-controlling           39.0   Investment in ICDU.
 interest
Common shares             15.2   Shares issued under purchase plans and
                                  stock options exercised.
Accumulated other        139.8   Primarily represents the favourable
 comprehensive income             effect of the Canadian dollar on the
                                  company's investment in Bangor Hydro,
                                  and changes in USD and commodity price
                                  hedge positions.
Retained earnings         31.0   Net earnings in excess of dividends
                                  paid.
-------------------------------------------------------------------------

OUTSTANDING SHARE DATA
                                                            Common Share
                                                                 Capital
                                               Millions of   millions of
Issued and Outstanding:                             Shares       dollars
-------------------------------------------------------------------------
December 31, 2006                                   110.93      $1,055.2
Issued for cash under purchase plans                  0.45           9.0
Options exercised under senior management
 share option plan                                    0.09           1.7
Share-based compensation                                 -           0.3
-------------------------------------------------------------------------
December 31, 2007                                   111.47      $1,066.2
Issued for cash under purchase plans                  0.39           8.0
Options exercised under senior management
 share option plan                                    0.35           6.4
Share-based compensation                                 -           0.8
-------------------------------------------------------------------------
December 31, 2008                                   112.21      $1,081.4
-------------------------------------------------------------------------
-------------------------------------------------------------------------
As at January 30, 2009 the number of issued and outstanding common shares 
was 112.25 million.

LIQUIDITY AND CAPITAL RESOURCES
The company generates cash primarily through its operations in regulated
utilities involving the generation, transmission and distribution of
electricity. NSPI's and BHE's customer bases are diversified by both sales
volume and revenues among residential, commercial, industrial and other.
Circumstances that could affect the company's ability to generate cash include
fuel commodity price changes, general economic downturns in Nova Scotia and
Maine, the loss of one or more large customers, and regulatory decisions
affecting customer rates. The UARB approved a FAM that reduces NSPI's exposure
to fuel price volatility effective January 1, 2009, providing a mechanism for
NSPI to recover these fuel costs beginning in 2010.
In addition to internally generated funds, Emera Inc. and NSPI have in
aggregate access to $1.1 billion committed syndicated revolving bank lines of
credit, of which $375 million is undrawn and available as at December 31,
2008. Emera Inc. has access to $600 million of this facility and NSPI has
access to $500 million. NSPI has an active commercial paper program for up to
$400 million, of which outstanding amounts are 100% backed by the bank lines
referred to above and this results in an equal amount of that credit being
considered drawn.
Emera's and NSPI's revolving bank lines have a maturity date in June 2009
which can be extended annually for an additional 364 days with the approval of
the syndicated banks. At each maturity date Emera and NSPI have the option to
convert all amounts drawn on the bank credit line to a one year non-revolving
term credit.
In October 2008, the company negotiated an additional $200 million in a
committed non-revolving bank line of credit as a bridge facility for Brunswick
Pipeline. As at December 31, 2008, $66 million is undrawn and available. This
non-revolving bank line matures in June 2009. The company intends to finance
Brunswick Pipeline with a longer term debt facility in 2009.
BHE has a $60 million USD revolving bank line of which $12 million USD was
undrawn and available as at December 31, 2008. This facility matures in June
2010.
NSPI expects to have access to capital markets to enable it to refinance
the $125 million Series C preferred shares and the $125 million long-term note
maturing in June, while maintaining sufficient levels of operating liquidity
in 2009.
In December 2008, NSPI completed a $150 million medium-term note issue,
proceeds of which were used to pay down outstanding commercial paper debt. In
January 2009, NSPI completed a $50 million medium-term note issue, which was
also used to pay down outstanding short-term debt; these proceeds increased
the $375 million in available credit referenced previously to $425 million. As
at December 31, 2008, Emera and Nova Scotia Power had debt shelf prospectuses
in the amounts of $400 million and $250 million respectively. Subsequent to
the January 2009 $50 million medium-term note issue, the Nova Scotia Power
debt shelf prospectus is now $200 million.
As at December 31, 2008          Credit Line                 Undrawn and
millions of dollars                Committed      Utilized     Available
-------------------------------------------------------------------------
Nova Scotia Power                       $500          $171          $329
Emera                                    600           554            46
Emera bridge facility                    200           134            66
Bangor Hydro - in USD                     60            48            12
-------------------------------------------------------------------------

NSPI issues commercial paper, 100% backed by a syndicated bank line of
credit, to finance short-term cash requirements and has accessed the market as
required despite liquidity and pricing pressures arising as a result of the
disruption to capital markets. On a few occasions market demand for NSPI's
commercial paper was less than required and the company accessed its bank
credit line.
NSPI has an accounts receivable securitization program as described in the
Off-Balance Sheet Arrangements section. NSPI temporarily suspended its
accounts receivable securitization program in January 2008 due to a lack of
investor interest. The program expires in May 2009 and NSPI's ability to sell
its receivables is subject to acceptance by the sponsor bank to buy the
receivables. The company does not expect to use this facility in 2009. The
company refinanced this $25 million debt through its commercial paper program.
North American financial markets experienced significant volatility
beginning in 2007 and continuing throughout 2008 due to concerns related to
the state of both the global debt market and economy. In the past, the company
has been able to access capital markets. Given the current state of North
American financial markets, we expect that access to capital markets will
continue to be available to the company although possibly at a higher cost.
NSPI and BHE are each capable of paying dividends to Emera provided they do
not breach their debt to capitalization ratios after giving effect to the
dividend payment.
The pressure on global debt markets may affect the credit worthiness of
certain counterparties of Emera and its subsidiaries. Emera continues to
perform regular credit risk assessments on its counterparties and deposits are
required on any high risk accounts. Further information on Emera's credit risk
can be found in the Business Risks and Enterprise Risk Management section.
Pension Funding
Emera has defined pension plans which, similar to most North American
pension plans, had negative asset returns during 2008. Consistent with
Canadian GAAP and Emera's accounting policy, the company amortizes the net
actuarial gain or loss, which exceeds 10% of the greater of the accrued
benefit obligation ("ABO") and the market-related value of assets, over active
plan members' average remaining service period, which is currently 10 years.
Any required amortization of 2008 investment losses in 2009 will be offset by
Emera's use of smoothed asset values rather than market values for accounting
purposes; and amortization of gains due to a lower ABO measured at December
31, 2008 as a result of a higher discount rate at year end. Emera's selection
of the discount rate is in accordance with Canadian GAAP. The net result is
that the 2009 pension cost is expected to be lower than 2008 pension cost.
The 2008 asset loss will increase Emera's cash contribution to the pension
plan. The increased cash requirements in 2009 will be approximately $14
million higher than 2008. This is projected to increase by another $15 million
- $20 million in 2010. All pension plan contributions are tax deductible and
will be funded with cash from operations.
Emera's pension plan is managed with a diversified portfolio of asset
classes, investment managers and geographic investments. Emera does not expect
to make any changes to the management of its plan as a result of the market
performance in 2008.
Consolidated Cash Flow Highlights
Significant changes in the consolidated cash flow statements between
December 31, 2008 and December 31, 2007 include:
Three months ended
 December 31
millions of dollars     2008     2007   Explanation
-------------------------------------------------------------------------
Cash and cash          $28.5     $8.6
 equivalents,
 beginning of period
Provided by (used
 in):
Operating activities   (17.1)   207.8   In 2008, increased non-cash
                                         working capital partially offset
                                         by cash earnings.
                                        In 2007, cash earnings and
                                         decreased non-cash working
                                         capital due to settlement of a
                                         receivable from a natural gas
                                         supplier in NSPI.
Investing activities  (146.7)   (83.3)  In 2008, capital spending,
                                         including Brunswick Pipeline,
                                         and an additional investment in
                                         M&NP.
                                        In 2007, capital spending,
                                         including NRI project and
                                         Brunswick Pipeline projects.
Financing activities   147.5   (106.7)  In 2008, increased debt levels,
                                         partially offset by dividends on
                                         common shares.
                                        In 2007, reduced debt levels and
                                         dividends on common shares.
-------------------------------------------------------------------------
Cash and cash          $12.2    $26.4
 equivalents, end of
 year
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Year ended
 December 31
millions of dollars     2008     2007   Explanation
-------------------------------------------------------------------------
Cash and cash          $26.4    $19.5
 equivalents,
 beginning of period
Provided by (used
 in):
Operating activities   237.2    351.4   In 2008, cash earnings partially
                                         offset by increased non-cash
                                         working capital.
                                        In 2007, cash earnings partially
                                         offset by increased non-cash
                                         working capital.
Investing activities  (671.6)  (288.9)  In 2008, capital spending in
                                         Brunswick Pipeline, NSPI, and
                                         BHE, and acquisition of a 7.35%
                                         interest in OpenHydro and a 50%
                                         interest in ICDU.
                                        In 2007, capital spending,
                                         including the NRI transmission
                                         line and Brunswick Pipeline
                                         projects, and acquisition of a
                                         19% interest in Lucelec.
Financing activities   420.2    (55.6)  In 2008, increased debt levels,
                                         partially offset by dividends on
                                         common shares and decreased
                                         accounts receivable securitized.
                                        In 2007, dividends on common
                                         shares and decreased accounts
                                         receivable securitized,
                                         partially offset by increased
                                         debt levels.
-------------------------------------------------------------------------
Cash and cash          $12.2    $26.4
 equivalents, end of
 year
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Contractual Obligations
The consolidated contractual obligations over the next five years and
thereafter include:
millions of dollars                               Payments Due by Period
                               Total        2009        2010        2011
-------------------------------------------------------------------------
Long-term debt              $2,304.6      $774.7      $106.3        $6.0
Preferred shares issued by
 subsidiary                    260.0       125.0           -           -
Operating leases                24.5        10.0        10.0         1.5
Purchase obligations         2,419.1       317.8       243.9       207.5
Other long-term
 obligations                   321.0         2.1         1.5         2.2
-------------------------------------------------------------------------
Total contractual
 obligations                $5,329.2    $1,229.6      $361.7      $217.2
-------------------------------------------------------------------------
-------------------------------------------------------------------------
millions of dollars                               Payments Due by Period
                                            2012        2013  After 2013
-------------------------------------------------------------------------
Long-term debt                            $106.8      $255.5    $1,055.3
Preferred shares issued by
 subsidiary                                    -           -       135.0
Operating leases                             0.4         0.4         2.2
Purchase obligations                       154.1       106.3     1,389.5
Other long-term
 obligations                                 2.1        41.9       271.2
-------------------------------------------------------------------------
Total contractual
 obligations                              $263.4      $404.1    $2,853.2
-------------------------------------------------------------------------
-------------------------------------------------------------------------

Operating lease obligations: Emera's operating lease obligations consist
of operating lease agreements for office space, telecommunications services,
and photocopiers.
Purchase obligations: Emera has purchasing commitments for electricity
from independent power producers, transportation of coal, outsourced
management of the company's computer infrastructure, natural gas,
transportation capacity on the Maritimes & Northeast Pipeline, fuel, and
construction costs on the Brunswick Pipeline.
Other long-term obligations: The company has asset retirement and other
long-term obligations.
The company expects to be able to meet its obligations with cash flows
generated from operations.
Capital Resources
Capital expenditures, including AFUDC, were approximately $590 million for
2008 and included:
- $167 million in Nova Scotia Power;
- $44 million in Bangor Hydro; and
- $375 million in Brunswick Pipeline.
Outlook
Emera's capital budget for 2009 includes approximately $220 million for
NSPI, which is generally directed toward customer growth and system
reliability, planned and preventative maintenance, productivity-related
investments, air emissions upgrades and a new corporate office. BHE expects to
invest approximately $54 million USD, including approximately $32 million USD
for major transmission projects. Brunswick Pipeline expects to invest
approximately $60 million plus additional AFUDC and operating expenses
capitalized.
The company expects to finance its capital expenditures with funds from
operations and debt.
Off-Balance Sheet Arrangements
Upon privatization of the former provincially owned Nova Scotia Power
Corporation ("NSPC") in 1992, NSPI became responsible for managing a portfolio
of defeasance securities, which as at December 31, 2008 totaled $1.1 billion,
held in trust for Nova Scotia Power Finance Corporation ("NSPFC"), an
affiliate of the Province of Nova Scotia. NSPI is responsible to ensure that
the defeasance securities provide the principal and interest streams to match
the related defeased NSPC debt. Approximately 73% of the defeasance portfolio
consists of investments in the related debt, eliminating all risk associated
with this portion of the portfolio; the remaining defeasance portfolio has a
market value higher than the related debt, reducing the future risk of this
portion of the portfolio.
NSPI has an agreement with an independent trust administered by a Canadian
chartered bank whereby it can sell accounts receivable to the trust at the
sole discretion of the Trust on a revolving non-recourse basis. As of December
31, 2008, there were no accounts receivable sold to the Trust (2007 - $25.0
million). The agreement is in place until May 2009 and NSPI's ability to sell
its receivables is subject to acceptance by the sponsor bank to buy the
receivables. Securitization has provided NSPI with an alternative source of
short-term funding. The securitization program was temporarily suspended in
January 2008 due to a lack of investor interest. For the year ended December
31, 2007, the average all-in cost of this funding was 4.91%. In the event of
termination of this arrangement, NSPI would utilize another credit facility to
meet the ongoing operations of the business.
Financial and Commodity Instruments
The company manages its exposure to foreign exchange, interest rate, and
commodity risks in accordance with established risk management policies and
procedures. The company uses financial instruments consisting mainly of
foreign exchange forward contracts, interest rate options and swaps, and coal,
oil and gas options and swaps. In addition, the company has contracts for the
physical purchase and sale of natural gas, and physical and financial
contracts held-for-trading ("HFT"). Collectively these contracts are referred
to as derivatives.
The company recognizes the fair value of all its derivatives on its
balance sheet, except for non-financial derivatives that qualify and are
designated as contracts held for normal purchase or sale.
Derivatives that meet stringent documentation requirements, and can be
proven to be effective both at the inception and over the term of the
instrument qualify for hedge accounting. Specifically, for cash flow hedges,
the effective portion of the change in the fair value of derivatives is
deferred to other comprehensive income and recognized in earnings in the same
period the related hedged item is realized. Any ineffective portion of the
change in the fair value of derivatives is recognized in net earnings in the
reporting period. The total ineffectiveness recognized by the company was a
$0.8 million gain in Q4 2008 and a $0.2 million gain for the year ended
December 31, 2008.
Where the documentation or effectiveness requirements of hedge accounting
are not met, the change in the fair value of the derivatives is recognized in
earnings in the reporting period. The company also recognizes the change in
the fair value of its HFT derivatives in earnings of the reporting period. The
company has not designated any financial instruments to be included in the HFT
category.
Nova Scotia Power has contracts for the purchase and sale of natural gas
at its Tufts Cove generating station ("TUC") that are considered HFT
derivatives and accordingly are recognized on the balance sheet at fair value.
This reflects NSPI's history of buying and reselling any natural gas not used
in the production of electricity at TUC. Changes in fair value of HFT
derivatives are normally recognized in net earnings.


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