Emera to Acquire TECO Energy Building to a North American Energy Leader

Updated September 8, 2015 Important Note and Forward - Looking Information

A preliminary short form prospectus containing important information relating to the securities described in this document has not yet been filed with the securities regulatory authorities in each of the provinces of . A copy of the preliminary short form prospectus is required to be delivered to any investor that received this document and expressed an interest in acquiring the securities. There will not be any sale or any acceptance of an offer to buy the securities until a receipt for the final short form prospectus has been issued. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the preliminary short form prospectus, final short form prospectus and any amendment, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. The securities described in this document may not be offered or sold in the United States. Incorporated (“Emera”) includes forward-looking information in these materials within the meaning of applicable securities laws in Canada (“forward- looking information”), including forward-looking statements regarding, among other things, the proposed acquisition of TECO Energy, Inc. (“TECO Energy” or “TECO”); the transformation of Emera to a North American energy leader; the acceleration of financial goals, including estimated dividend growth and dividend growth targets, earnings per share and cash accretions, increases in regulated earnings and strengthening credit quality; new growth platforms and opportunities including expansion into LDC business; scale and diversifications; common and preferred equity, debt and other financings; and cash flows; target ROE; industry and geographic trends and forecasts; pro forma capital investment profiles; stakeholder commitments; and timeliness to obtain regulatory approvals and acquisition closing. The purpose of the forward-looking information is to provide management’s expectations regarding the contemplated acquisition and Emera’s future growth, results of operations, performance, business prospects and opportunities, and it may not be appropriate for other purposes. All forward-looking information is given pursuant to the safe harbour provisions of applicable Canadian securities legislation. The words “anticipates”, “believes”, “budgets”, “could”, “estimates”, “expects”, “forecasts”, “intends”, “may”, “might”, “plans”, “projects”, “schedule”, “targets”, “should”, “will”, “would” and similar expressions are often intended to identify forward-looking information, although not all forward-looking information contains these identifying words. The forward-looking information reflects management’s current beliefs and is based on assumptions developed using information currently available to Emera’s management in respect of each of Emera and the acquisition target. Although Emera believes that the forward-looking statements are based on information and assumptions which are current, reasonable and complete, these statements are necessarily subject to a variety of risks and uncertainties including, but not limited to the ability to obtain shareholder, regulatory and other approvals and to satisfy conditions to closing and the ability to realize the expected benefits of the acquisition. For additional information on risk factors that have the potential to affect Emera, the contemplated acquisition and the proposed offering, reference should be made to Emera’s continuous disclosure materials filed from time to time with Canadian securities regulatory authorities, to the heading “Business Risks and Risk Management” in Emera’s annual Management Discussion and Analysis, to the heading “Principal Risks and Uncertainties” in the notes to Emera’s annual and interim financial statements and to the heading “Risk Factors” in the short form prospectus to be filed with securities regulators in Canada in connection with the proposed offering. Except as required by law, Emera undertakes no obligation to revise or update any forward-looking information as a result of new information, future events or otherwise after the date of this material. Nothing in this document should be construed as an offer or sale of securities of Emera or any other person. The pro forma information set forth in these materials should not be considered to be what the actual financial position or other results of operations would have necessarily been had the TECO Energy acquisition and related financing activities been completed, as, at, or for the periods stated. Emera uses financial measures regarding itself and TECO Energy in these materials, such as EBITDA, that do not have standardized meaning under U.S. GAAP and may not be comparable to similar measures presented by other entities (“non-GAAP measures”). Emera calculates the non-GAAP measures by adjusting certain U.S. GAAP measures for specific items that Emera believes are significant, but not reflective of underlying operations in the applicable period. Further information relating to non-GAAP measures, is set out in Emera’s annual and interim Management Discussion and Analysis under the heading “Non- GAAP Financial Measures” and will be set out in the short form prospectus to be filed with securities regulators in Canada in connection with the proposed offering. Unless otherwise specified, all references to “$” or “CAD$ in this presentation are to Canadian dollars and all references to “USD$” in this presentation are to United States dollars. 2 Agenda

Patience Pays Off: Emera Finds Ideal Match

TECO Overview

Financing Overview

Combined Business Profile North American Energy Leader

Stakeholders and Timeline

Conclusion

3  Significantly accretive to “Our patient approach, and disciplined EPS: approx. 5% accretive in first full year1, growing investment criteria have resulted in a to >10% accretive by third pure-play regulated utility transaction full year1 that we expect to be significantly  Accelerates growth of accretive for Emera’s shareholders and regulated earnings and one that advances our strategic cash flows: Pro forma objectives. We have found our ideal earnings ~80% regulated match in TECO”  Enhances ability to support 8% dividend growth target Chris Huskilson, President & CEO, through 2019 and beyond Emera Inc.  Expands regulatory platform to include natural gas distribution  Increases scale; making Emera a top 20 North American regulated utility.

4 1 Current management estimate based on certain assumptions, including, a stable currency exchange environment; see “Important Note and Forward-Looking Information”. Excludes one-time transaction costs. Patience Pays Off: Emera Finds Ideal Match

5 Transaction of scale

• Emera to acquire TECO for USD$27.55 per TECO common share (100% cash consideration) • Equity purchase price of USD$6.5bn • 48% premium to TECO’s unaffected share price and 25% to TECO’s unaffected 52-week high1 • Total enterprise value of USD$10.4bn, including assumed TECO debt • LTM enterprise value / EBITDA2 multiple of 11.6x • Acquisition includes TECO’s USD$1.7bn of NOLs and AMT (alternative minimum tax) credits which provides significant accretion to Emera’s cash position • Tax-value adjusted LTM enterprise value / EBITDA2 multiple of 10.8x • Tax-value adjusted enterprise value / rate base3 multiple of 1.6x • Transaction supported by USD$6.5bn fully committed bridge loans and upfront convertible debenture financing • Bridges led by J.P. Morgan and • Convertible debenture financing provides CAD$1.9bn-CAD$2.2bn4 of equity Expected acquisition close: Mid 2016

1 Unaffected price and 52-week high as of July 15, 2015, the last day prior to TECO’s announcement on July 16, 2015 that it was exploring strategic alternatives; 2 LTM as of June 30, 2015;3 As at December 31, 2014 rate base and includes jurisdictional rate base, assets earning a return through clauses and riders, and construction work in progress. Note: Non-GAAP measures – Emera uses financial measures that do not have 6 standardized meaning under U.S. GAAP and may not be comparable to similar measures presented by other entities. See “Important Note and Forward-Looking Information”. 4Assumes exercise in full of over-allotment Patience pays off

• Growth track record has prepared Emera for such a transaction • Organic rate base growth • Cleaner affordable energy • Transmission development • Greening of generation; Fuel to asset strategy • Balance sheet strength and cash flow growth • Strong growth in profits • Disciplined capital allocation and focus on cash flows • Complementary, accretive, cash flow generating businesses: New England Gas Plants and Trading & Marketing • Organizational capacity – leadership development expanding capability and depth • Proven strategy • Emera has a history of successfully executing acquisitions, including in the U.S. • Driving growth from new platforms

7 Building to a North American energy leader • Acquisition of TECO accelerates achievement of financial goals • Earnings per share accretion expected to be approximately 5% in the first full year of operation (2017)1, growing to more than 10% by the third full year (2019)1 • Provides additional support to Emera’s 8% dividend growth target through 2019 and positions Emera to extend the dividend growth target beyond 2019. • Increases Emera’s pro forma regulated earnings to greater than 80% and strengthens credit profile.

• Emera and TECO Energy alignment • Operational and strategic alignment • Tampa Electric – regulated vertically integrated electric utility moving from coal to cleaner energy sources • Experienced management teams with cultures focused on safety and customer service

• Provides new growth platform • Operations concentrated in growth markets and constructive regulatory jurisdictions • Expansion into natural gas Local Distribution Companies (LDC) business • Further growth opportunities in expanded U.S. platform

8 1 Current management estimate based on certain assumptions, including a stable currency exchange environment; see “Important Note and Forward-Looking Information” Building to a North American energy leader

• Transaction achieves transformational scale without complexity • Tampa Electric operationally similar to Power • One step transformation achieves scale and diversification • Pure-play regulated businesses

• Geographic, regulatory and business mix diversification • Diversification provides stability to earnings and complementary seasonality • Peoples Gas and New Gas add scaled entry into natural gas LDC market • Diversifies Emera’s geographic platform into two new regions

9 TECO Overview

10 TECO – company profile

Utility service area

Tampa Electric Peoples Gas New Mexico Gas

• Regulated electric • Regulated gas • Regulated gas utility utility utility • Serves >700,000 • Largest gas utility • Largest gas utility customers in West in Florida in New Mexico Central Florida • Serves >350,000 • Serves >510,000 • Owns and operates customers in all customers Power plants Gas territory four power plants major metropolitan • Expected rate base New Mexico Transmission lines Electric territory located in Florida areas of the state growth of ~4% • Expected rate base • 2014 annual gas • ~12,000 pipeline 1 growth of 7% throughput of miles Business mix through 2017 ~1.5bn therms New Mexico Gas New Mexico Gas New Mexico Gas • Total generation • ~12,000 pipeline 8% 9% 33% Peoples Peoples fleet capacity is miles Gas Gas 12% ~4.7GW 12% • Expanding

generation into Tampa Tampa renewables Tampa Electric Electric Electric Peoples 45% 80% 80% Gas • Divestiture of TECO Coal is expected prior to transaction close 22% Total net income2 Total customers Total rate base USD$226mm ~1,560,000 USD$6,078mm

1 LTM net income and average customer count and as of June 30, 2015. Tampa Electric and Peoples Gas average rate base based on 11 earnings surveillance reports filed with FPSC in December 2014. NMGC rate base as of September 30, 2014 as disclosed by TECO; 2 Includes other income and corporate eliminations (not shown in pie graph).3Numbers do not add to 100% due to rounding Constructive regulatory jurisdictions

• Tampa Electric and Peoples Gas regulated by Florida Public Service Commission; New Mexico Gas regulated by New Mexico Public Regulation Commission

• Allowed and achieved ROEs: • Tampa Electric is earning above midpoint 10.25% allowed ROE • Peoples Gas is earning above midpoint 10.75% allowed ROE • New Mexico Gas’ goal is to achieve allowed ROE of 10.00%

• Constructive rate design with mechanisms in place to adjust rates on a timely basis • Tampa Electric has recovery clauses for fuel, purchased power and environmental costs; September 2013 rate case settlement provided for USD$180mm of base rate increases through 2017; Polk generation expected in-service date • Peoples Gas has recovery clauses for purchased gas and cast iron / bare steel replacement; higher increased fixed monthly customer charge reduces volume sensitivity • New Mexico Gas has a purchased gas adjustment clause

12 Positive economic outlook in Florida and New Mexico

Florida New Mexico

3.4% 3.2% 2.7% 2.5% 2.5% 2.5% 1.7%

1.0% 1.0% GDP Growth Growth GDP GDP 0.6% ‐0.6% 0.1%

2011 2012 2013 2014 2015E 2016E 2011 2012 2013 2014 2015E 2016E

9.9%

8.0% 6.6% 6.2% 6.4% 6.4% 6.1% 5.6% Unemployment rate rate Unemployment Unemployment

2011 2012 2013 2014 2011 2012 2013 2014 Strengthening economies with declining unemployment and strong GDP growth

13 Sources: U.S. Department of Commerce – Bureau of Economic Analysis; University of Central Florida; National Conference of State Legislatures; University of New Mexico Bureau of Business & Economic Research Financing Overview

14 Financing strategy supports existing credit profile

• Long term acquisition financing expected to be structured to maintain existing credit rating profile • Successful upfront convertible debenture financing provides CAD$2.2bn1 of equity; expected to fully address Emera’s common equity financing needs for the acquisition • Expected ranges for financing plan: Common Equity and available sources USD$1.7bn – USD$2.1bn

Preferred Equity USD$0.8bn – USD$1.2bn Debt USD$3.4bn – USD$3.8bn

• Most of the preferred share and debt financing targeted in USD$, providing significant natural currency hedge • Incremental common equity financing through 2016, if any, in support of capital expenditures remains modest and consistent with previous estimates of between CAD$0 and CAD$300mm

1CAD$2.2bn of equity assumes exercise in full of over-allotment equivalent to approx. USD$1.7bn 15 Combined Business Profile

16 Pro forma Emera will be a top-20 North American regulated utility

North American regulated utility industry: Ranked by asset size (USD$bn)

$119 Pro forma Emera1 Standalone Emera $74

$62$61 Emera becomes one of the largest $56 North American utility / power / $51 pipeline industry companies with access to both the Canadian and

$40 U.S. capital markets $38$37

$29$28 $26 $23$23 $21 $20$19 $16 $15$14$14 $12 $11 $8 $10 $9 $9 $8 $7 $7 $6 $6 $5 $5 $5 $5 $5 $5 $5 $5 $5 $4 $4 $3 $3 $3 $3 $3 $2 $2 EMA EMA

PF

Rank 1 2 3 4 5 6 7 8910 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50

17 1 Assets as of Q2 2015 including goodwill based on purchase price. Source: Public filings as of Q2 2015 Note: Includes integrated electric utilities and gas distribution companies Expanded geographic and regulatory diversification

Pro forma asset map Pro forma regulatory snapshot

Nova Scotia Power Rate base CAD$3.7bn Allowed ROE 8.75% – 9.25% Equity capitalization 37.5 – 40.0% Emera Maine (Transmission / Distribution) Rate base CAD$400mm / CAD$300mm Allowed ROE 10.57% – 11.74% / 9.55% Equity capitalization 62.0% / 49.0% Emera Grand Rate Base CAD$0.9bn Bahama Power Allowed Return on Rate Base 10.0% –15.0% Company Emera Newfoundland /Labrador Transmission (estimated 2017)1 Florida Rate Base ~CAD$2.0bn Allowed ROE 9.0% (ML) / 8.8% (LIL) Equity capitalization 30.0% (ML) / 100.0% (LIL) Tampa Electric Grand Rate base ~USD$4.8bn2 Bahama Allowed ROE 9.25% – 11.25% Equity capitalization 54.0% Peoples Gas Rate base USD$715mm2 Allowed ROE 9.75% – 11.75% Equity capitalization 54.7% Florida New Mexico Gas Light & Rate base USD$517mm2 Power Company, DOMLEC, Lucelec Allowed ROE 10.0% Equity capitalization 52.0% New Mexico Pipelines Transmission lines Power plants Pro Forma 2,400,000 customers

1 Maritime Link (ML) and Labrador Island Link (LIL) are equity accounted 18 2 Tampa Electric and Peoples Gas average rate base based on earnings surveillance reports filed to FPSC in December 2014. NMGC rate base as of September 30, 2014 as disclosed by TECO Increased regulated business mix: Earnings and EBITDA1,2 Pro forma 90% regulated EBITDA1 Total segmented EBITDA (June 30, 2015 LTM) (June 30, 2015 LTM)

Caribbean New Mexico 1 9% 4% Pro Forma EBITDA U.S.$1.8bn (June 30, 2015 LTM) Canada 27% New England Canada Florida 34%3 57% 47% New England 16%4

Caribbean 4% Pro forma 84% regulated earnings Total segmented earnings (June 30, 2015 LTM) (June 30, 2015 LTM) NMGC 4% ENL 6% PGS 6% NSPI 17% ENL NSPI 3% 33% Emera Energy Pipelines 30% Tampa 5% Electric Emera Maine 38% Emera 7% Emera Pipeline Energy Maine 9% 16% Emera Emera 13% Caribbean Caribbean 7% 4%

1Based on the twelve-month period ended June 30, 2015; Non- GAAP Measures: Emera uses financial measures that do not have standardized meaning under U.S. GAAP and may not be comparable to similar measures presented by other entities. See “Important Note and Forward-Looking Information”. Numbers in chart may not add due to rounding. 2Segmented earnings and EBITDA includes the operations of NMGC acquired by TECO Energy on September 2, 2014 and excludes the discontinued operations of TECO Coal, TECO Guatemala and Other, and Emera Corporate & Other. 19 3EBITDA from New England (34%) comprised of the regulated Emera Maine segment (13%) and non-regulated Emera Energy segment (21%) 4Pro forma EBITDA from New England (16%) comprised of the regulated Emera Maine segment (6%) and non-regulated Emera Energy segment (10%) Pro forma capital investment plan to drive growth

Pro forma capital expenditure profile (CAD$mm)1

• Total current expected capital investment of approximately CAD$6.4bn from 2016-’19E $4,234 • Additional opportunities expected given scale and scope of pro forma Emera: • Transmission development, gas LDC expansion, carbon reduction investments, electric utility, gas pipeline, electric transmission and competitive generation $2,115

$2,144 $1,963

$909 $969

$2,119

$1,235 $994

2015E 2016E 2017-2019E

Emera TECO Energy

20 1 Includes debt-financed portion of Maritime Link Committing to Local Communities

21 Committing to local communities

• Customers • Commitment to honor all stipulations in respect of 2014 TECO acquisition of New Mexico Gas • Commitment to a high level of customer service and operational excellence • Continuing to invest in cleaner, reliable and affordable energy

• Communities • Continued investment in Florida and New Mexico communities • Preservation of existing Florida and New Mexico headquarter locations • Local operating company board of directors in Florida and New Mexico

• Employees • Commitment to TECO’s existing employees • Seek to retain existing management team and employees • Important company values alignment

22 Indicative timeline to obtain regulatory approvals and close

Q3 2015 Q4 2015 Q1 2016 Mid 2016

TECO shareholder merger Merger announcement approval

Initiate regulatory filings in New Mexico and with U.S. New Mexico and applicable U.S. federal regulatory approvals federal regulatory agencies1

File proxy statement

Develop and initiate transition implementation plans

Expected transaction close

23 Note: Emera shareholder vote is not required 1 U.S. federal approval required from FERC; filings required under HSR and with CFIUS Conclusion

24 Building to a North American energy leader

 Significantly accretive to ongoing Emera EPS

 Accelerates growth of regulated earnings and cash flows

 Enhances ability to support dividend growth target

 Expands regulatory platform to include natural gas distribution

 Significantly increases scale and improves credit profile

 Transaction is expected to drive benefits for shareholders, customers, employees and the local communities

25 Appendix

26 Emera’s strategy

MARKET OPPORTUNITY:  Environmental regs & standards Demand for cleaner affordable energy  Social & political demand DRIVERS  Fuel-source diversification  Energy independence & stability

EMERA STRATEGY: Leverage the unique linkages and  Renewables  Transmission (renewables to market) adjacencies of Emera’s assets, capabilities FOCUS & relationships to create growth and  Gas Generation and Transportation development opportunities  Utilities

STRATEGIC INITIATIVES:

Maritime Link New England New England Gas supply in ‘Fuel to assets’ ‘Greening’ of Focus on and Labrador Transmission Gas Maritimes, projects generation customer Island Link Generation New England affordability & Caribbean

27 Emera today – regional energy leader

Regional energy leader in Northeast & Caribbean 5-Year average annualized total return (as at August 31, 2015)

Emera (CAD$) 16.3%

S&P 500 Utilities Sector (USD$) 11.0%

S&P/TSX Capped Utilities (CAD$) 6.0%

Emera’s strong dividend growth history

$2.40

$2.20

$2.00 $1.90

$1.80 $1.66 $1.60 $1.48 $1.41 $1.36 $1.40 $1.31

$1.20 $1.16

$1.00 10 11 12 13 14 15(1) 16E(1)

28 (1) In August 2015, Emera adopted an annual dividend growth target of 8% through 2019 and its Board of Directors approved a 19% increase in its annual common share dividend from $1.60 to $1.90 per common share