Exhibit Index Exhibit No. Description 99.1 Press release dated February 20, 2004 Hub International Posts Record Revenue and EPS for Q4 and 2003 Announces New Plans for Marketing, Compensation Costs CHICAGO--(BUSINESS WIRE)--Feb. 20, 2004--Hub International Limited (NYSE/TSX:HBG): Highlights: -- Annual earnings increase to $1.14 per diluted share, in line with guidance -- Revenue increases 30% in 2003, 24% in fourth quarter -- Net earnings increase 24% in 2003, 28% in fourth quarter -- Organic growth totals 12% in 2003, 10% in fourth quarter -- New marketing/identity initiative to build awareness and sales -- Name changes at brokerages will yield non-cash charge in first quarter -- New compensation plan replaces contractual bonus Hub International Limited (NYSE/TSX:HBG) reported today that 2003 net earnings increased 24% to $36.5 million as revenue grew 30% to $286.4 million. Diluted earnings per share for the year rose 8% to $1.14 per share, in line with the company's most recent guidance. In the fourth quarter, net earnings increased 28% to $10.7 million, while revenue increased 24% to $78.7 million. Diluted earnings per share grew 27% to $0.33 in the fourth quarter. Hub's brokerages posted a combined organic growth rate of 12% for the full year and 10% in the fourth quarter. Foreign exchange benefits from Hub's Canadian operations contributed 5 percentage points of the organic growth rate in 2003 and 7 percentage points in the fourth quarter. Martin P. Hughes, Hub's chairman and chief executive officer, described the growth as encouraging, although he noted that the company did not attain an increase in net margin in 2003 and did not achieve its goals for acquisitions. "While we are proud of the growth delivered by many of our brokerages in 2003, we also believe that we can and must achieve more for our shareholders and employees," Hughes said. "Our goal is to achieve sustainable growth and margin expansion on a long-term basis and we are increasing our efforts to accelerate the pace of improvement." Organic Growth and Strong Canadian Dollar Boost 2003 Performance Hughes said the company benefited in 2003 from organic growth, contributions from brokerages acquired in 2002 and the currency exchange benefits of a strengthening Canadian dollar. Highlights included increased penetration of the commercial middle market in British Columbia, expansion of the professional liability practice based in Chicago and growth of wholesale brokerage operations in New York and Toronto. As a result of these and other factors, Hub increased revenue by 30% to $286.4 million from $220.0 million, including organic growth of 12%, or $26.4 million. Foreign exchange effects, due to a strengthening Canadian dollar, contributed 5 percentage points of organic growth. Core commissions, which provide approximately 91% of Hub's revenue base, increased 29% to $259.5 million from $201.0 million. Contingent commissions and volume overrides (additional payments from insurers based on the profitability and premium volume of policies placed by Hub) grew 62% to $18.5 million from $11.5 million, reflecting stronger premium rates on business placed by Hub in 2002. Other income (fees and interest income) grew 11% to $8.4 million from $7.5 million. U.S. revenue - 62% of total revenue - grew 32% to $177.2 million in 2003 from $134.1 million in 2002, due to both acquisitions and a 3% organic growth rate. As reported previously, organic growth and margin expansion efforts were limited by weakness in the division that provides lender-placed automobile insurance coverage for financial institutions. During the third quarter of 2003, two large institutions adjusted their credit policies, leading to an accelerated pace of policy cancellations and a sharp decline in revenue. Excluding the impact of this product line, U.S. organic growth was 9% in 2003. Canadian revenue - 38% of total revenue - grew 27% to $109.1 million from $85.8 million in 2002, due to both organic growth and strengthening of the Canadian dollar. Canadian brokerages posted organic growth of 26%, of which 14 percentage points reflected a stronger Canadian dollar. Organic growth rates also reflected continued strength in premium rates and increased market penetration aided by access to insurers. As a service organization, Hub's primary expense category is compensation, which increased 35% in 2003 to $161.1 million. As a percentage of revenue, compensation increased to 56% from 54% in 2002, due in large part to an increase in non-cash stock based compensation. Total compensation includes cash based salaries, bonuses and benefits and non-cash stock based compensation. Cash-based compensation grew 32% to $156.3 million in 2003, while non-cash stock based compensation increased 341% to $4.8 million. Selling, occupancy and administration expense of $56.6 million in 2003, remained constant as a percentage of revenue at 20%. Depreciation declined to 2% of revenue in 2003 from 3% in 2002. Interest expense decreased 29% to $5.2 million from $7.3 million in 2002, due largely to lower interest rates and the application of $80 million in proceeds from the 2002 IPO to pay down debt. In addition, interest expense was reduced by the benefits of an interest rate swap and performance-based forgiveness of interest payments due under a loan agreement with an insurer. The interest rate swap effectively converted $65 million of fixed interest rate senior notes into floating rate instruments, reducing interest expense related to the senior notes by $0.8 million in 2003. Hub's effective tax rate increased in 2003 to 34% from 33%. The difference in tax rates was affected most directly by non-taxable items in both 2003 and 2002. Approximately $2.6 million of 2002 earnings - resulting from the Old Lyme sale - were non-taxable, while $1.0 million of 2003 earnings - resulting from life insurance proceeds - - were non-taxable. Excluding these two items, the tax rates were approximately 34.7% in both years. Net earnings increased 24% to $36.5 million in 2003 from $29.4 million in 2002, primarily as a result of growth in revenue and foreign exchange benefits. As a percentage of revenue, net earnings declined to 12.8% in 2003 from 13.4% in 2002. Diluted earnings per share rose at a somewhat slower rate than net earnings - 8% to $1.14 from $1.06 - due primarily to a larger number of shares outstanding as a result of the 2002 IPO, use of common shares in acquisitions and non-cash stock based compensation. Fourth Quarter Continues Pattern of Growth in Revenue and Earnings In the fourth quarter, Hub increased revenue by 24% to $78.7 million from $63.6 million. Organic growth of 10% contributed $6.1 million of that increase, while foreign exchange benefits from a strengthening Canadian dollar contributed 7 percentage points of organic growth. Core commissions increased 24% to $74.7 million from $60.5 million. Contingent commissions, volume overrides and other income grew 25% to $3.9 million from $3.1 million. U.S. revenue grew 17% to $49.3 million in the fourth quarter of 2003 from $42.2 million in the same period of 2002, due to acquisitions. Organic growth was a negative 3%, a decline of $1.4 million, including the impact of the financial institutions business. Excluding this business, organic growth was less than 1%. Canadian revenue grew 37% to $29.4 million from $21.5 million in the fourth quarter of 2002, due to both organic growth and a strengthening of the Canadian dollar. Canadian brokerages posted organic growth of 35%, of which 22 percentage points reflected a stronger Canadian dollar. Compensation increased 25% in the fourth quarter of 2003 to $43.8 million. As a percentage of revenue, compensation increased to 56% from 55% in the fourth quarter of 2002, due to an increase in non-cash stock based compensation. Cash-based compensation grew 23% to $42.6 million in the fourth quarter 2003, while non-cash stock based compensation increased 142% to $1.2 million. Selling, occupancy and administration expense increased 36% to $15.7 million in the fourth quarter of 2003 from $11.6 million. As a percentage of revenue, selling, occupancy and administration expense increased to 20%, from 18% in 2002 primarily as a result of negative organic growth in the United States during the quarter. Depreciation remained constant at 2% of revenue in the fourth quarter of 2003, while interest expense decreased 6% to $1.0 million. Hub's effective tax rate decreased to 31% from 37%, due primarily to the increase in our Canadian operations' future tax assets following a change in underlying Canadian tax rates. Fourth quarter pre-tax earnings rose 16% to $15.4 million from $13.3 million and net earnings increased 28% to $10.7 million in 2003 from $8.3 million in 2002, both primarily as a result of growth in revenue. As a percentage of revenue, net earnings rose to 14% from 13% in 2002. Diluted earnings per share rose 27% to $0.33 from $0.26, in line with earnings growth. Financial Position Improved at Year End Hughes noted that Hub improved its financial position and capacity for acquisitions in 2003, primarily through $53.9 million of cash flow from operating activities and net proceeds of $15 million from a $65.0 million private debt offering (after repayment of $50 million in bank loans). As a result of these factors, the company closed 2003 with cash and cash equivalents of $82.1 million, an increase of 102% from $40.6 million as of December 31, 2002. Approximately $45 million of the cash and cash equivalents at December 31, 2003 are readily available for acquisitions and the remainder is required for working capital purposes. Hub's debt/capitalization ratio decreased to 25% at the close of 2003 from 27% at the end of 2002. "We believe our capital resources, including cash from operations and credit facilities, are adequate to support our operations and acquisition strategies for the coming year," Hughes said. "Had we utilized all loan facilities to the maximum at the close of 2003, our debt/capitalization ratio would have been 34%, which is within our comfort range and well below the 45% limitation in Hub's debt covenants." Hub Pursues Initiatives to Increase Long-term Growth Rate Hughes said the company is undertaking a number of initiatives in 2004 to capitalize on opportunities created by the rapid pace of Hub's growth since its inception in 1998 and anticipated acceleration in acquisition activity. "While we continue to pursue our plans to complete Hub's footprint across the United States, we are focused increasingly on the leverage we can achieve from greater coordination among our regional hubs, such as coordinated sales initiatives and enhanced relationships with insurers," Hughes said. "This is an evolutionary process as we pursue our growth strategies," Hughes said. "We will adjust practices and structure as needed, with two primary priorities: first, don't disrupt the things that work best and, second, make everything work just a little better." In January 2004, Hub announced that its president, Richard Gulliver, would take on full-time responsibilities for the company's acquisition program, while Bruce Guthart, president of both Hub's Kaye Group brokerage in New York and Hub's U.S. operations, would relinquish his role at Kaye to become the chief operating officer of Hub, a role formerly held by Gulliver. In addition, the company appointed Larry Lineker, president of Hub's TOS Insurance Services Ltd. subsidiary in Vancouver, to the newly created role of chief sales officer. The company also plans to initiate a corporate marketing program to raise awareness of Hub's strong competitive capabilities and establish a greater market awareness of the Hub identity. As part of this plan, which will be rolled out during the spring and summer of 2004, all Hub brokerages will be rebranded to operate under the Hub name. "While some of our brokerages have operated under trade names that date back several decades, we recognize that a common name and marketing identity can be a powerful driver of awareness, sales growth and corporate culture," Hughes said. "This is a long-term initiative, so we do not anticipate a major or measurable impact in the short-term, but we believe that ultimately substantial benefits will accrue through this effort." Hughes noted that in the near-term, the corporate identity and marketing initiative will add to corporate expense levels. In addition to the investment in the marketing program, Hub expects to recognize in the first quarter a non-cash impairment expense of $2.6 million (pre-tax) related to trademarks, reflecting the name changes at individual brokerages. In addition, the company has undertaken a number of initiatives to control compensation expense. During 2002, members of the executive management group agreed to accept 50% of their earned bonuses in the form of stock options, rather than cash. At the close of 2003, Hub restructured the Management Bonus Agreement (MBA) to reduce total compensation expense over the long term. Under the new plan, the non-cash stock option component of the bonus was eliminated. "The change in the MBA plan is intended to reduce compensation as a percentage of revenue over the long term," Hughes said. "In addition, while bonuses under the MBA plan had been contractual in nature, future bonuses are not and will be subject to review by the board of directors." In exchange for the bonus plan concessions, the company will grant MBA participants an aggregate of approximately $15.1 million of restricted share units in the first quarter of 2004, all of which vest on January 1, 2011, subject to continued employment. The cost of these restricted share units will be amortized over the vesting period on a straight-line basis (approximately $2.2 million per year) and will be included in non-cash stock based compensation. The total value of this one-time grant of restricted share units was based on a multiple of the difference between bonuses under the new plan and the average bonus for the prior years. Hughes said the company also negotiated as of December 31, 2003 cancellation of the remaining put options previously granted to former owners of brokerages purchased by Hub. These put options allowed the former owners to require Hub to repurchase the shares issued to them in acquiring their brokerages. 2004 Guidance Looking at the current year, Hughes said an economic recovery that adds to sales and staffing at client organizations could be an important driver of organic growth and could offset any softening of premium rates. Hughes said the company anticipates stronger earnings, with initial 2004 earnings guidance of $1.13-$1.17 per diluted share, which includes the non-cash impairment expense related to trademarks associated with the name change. Excluding that non-cash charge of $0.05, the company expects diluted earnings per share of $1.18-$1.22. "Guidance for the current year excludes the impact of acquisitions, but it does anticipate additional expenditures on corporate marketing, a reduced contribution from foreign exchange, and continued weakness from our financial institutions division as a result of the loss of a significant client. We enter 2004 with tremendous confidence and excitement for what lies ahead. We will strive to make up for any ground lost on the acquisition front in 2003 and to improve earnings. We have excellent people and strong relationships with both customers and insurers. We anticipate making significant progress as a result of our new management assignments and therefore we believe we are well positioned to deliver on our commitment to shareholders and employees," Hughes said. Company Schedules Conference Call and Webcast The company will discuss fourth quarter and 2003 results and updated guidance on a conference call scheduled for 9:30 a.m. (CST), 10:30 a.m. (EST) on Friday, February 20, 2004. The call may be accessed via the internet by logging onto www.hubinternational.com and will be available for replay for 90 days on Hub's website, www.hubinternational.com. Headquartered in Chicago, IL, Hub International is a leading North American insurance brokerage that provides a broad array of property and casualty, life and health, employee benefits, investment and risk management products and services through offices located in the United States and Canada. This press release may contain forward-looking statements which reflect our current views with respect to future events and financial performance. These forward-looking statements relate, among other things, to our plans and objectives for future operations and are subject to uncertainties and other factors that could cause actual results to differ materially from such statements. These uncertainties and other factors include, but are not limited to, risks associated with implementing our business strategies, identifying and consummating acquisitions, integrating acquired brokerages, attaining greater market share, developing and implementing effective information technology systems, recruiting and retaining qualified employees, fluctuations in the premiums charged by insurance companies with corresponding fluctuations in our premium-based revenue, any loss of services of key executives, industry consolidation, increased competition in the industry, fluctuations in the demand for insurance products and the passage of new legislation subjecting our business to regulation in jurisdictions where we operate. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this press release. Additional information regarding these risks and other factors that could cause Hub International's actual results to differ materially from our expectations is contained in the company's filings with the Securities and Exchange Commission and Canadian Securities Commissions. Except as otherwise required by federal securities laws, Hub International undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. HUB INTERNATIONAL LIMITED Consolidated Organic Growth For the three and twelve months ended December 31, 2003 (in thousands of U.S. dollars, except percentages) Net Revenue Adjustments ------------------ Total For Organic Fourth quarter Total Growth (Acquisitions) Growth 2003 2002 Change($) (%) And Disposals (%) ------------------------------------------------------- Total - --------------- Commission Income $74,706 $60,478 $14,228 24% $(8,359) 10% Contingent Commissions and Volume Overrides 1,380 1,266 114 9% (102) 1% Other Income 2,570 1,884 686 36% (435) 13% ------------------------------------------------------- Total $78,656 $63,628 $15,028 24% $(8,896) 10% ------------------------------------------------------- USA - --------------- Commission Income $46,701 $39,543 $7,158 18% $(8,039) -2% Contingent Commissions and Volume Overrides 918 1,192 (274) -23% (103) -32% Other Income 1,669 1,417 252 18% (434) -13% ------------------------------------------------------- Total $49,288 $42,152 $7,136 17% $(8,576) -3% ------------------------------------------------------- Canada - --------------- Commission Income $28,005 $20,935 $7,070 34% $(320) 32% Contingent Commissions and Volume Overrides 462 74 388 524% 1 524% Other Income 901 467 434 93% (1) 93% ------------------------------------------------------- Total $29,368 $21,476 $7,892 37% $(320) 35% ------------------------------------------------------- Net Revenue Adjustments ------------------ Total For Organic Twelve months Total Growth (Acquisitions) Growth 2003 2002 Change($) (%) And Disposals (%) ------------------------------------------------------- Total - --------------- Commission Income $259,461 $200,976 $58,485 29% $(36,303) 11% Contingent Commissions and Volume Overrides 18,530 11,464 7,066 62% (2,951) 36% Other Income 8,368 7,520 848 11% (749) 1% ------------------------------------------------------- Total $286,359 $219,960 $66,399 30% $(40,003) 12% ------------------------------------------------------- USA - --------------- Commission Income $158,025 $120,741 $37,284 31% $(35,038) 2% Contingent Commissions and Volume Overrides 13,493 7,780 5,713 73% (2,872) 37% Other Income 5,701 5,628 73 1% (753) -12% ------------------------------------------------------- Total $177,219 $134,149 $43,070 32% $(38,663) 3% ------------------------------------------------------- Canada - --------------- Commission Income $101,436 $80,235 $21,201 26% $(1,265) 25% Contingent Commissions and Volume Overrides 5,037 3,684 1,353 37% (79) 35% Other Income 2,667 1,892 775 41% 4 41% ------------------------------------------------------- Total $109,140 $85,811 $23,329 27% $(1,340) 26% ------------------------------------------------------- HUB INTERNATIONAL LIMITED Consolidated Statements of Earnings For the three months and twelve months ended December 31, 2003 and 2002 (in thousands of U.S. dollars, except per share amounts) Fourth quarter Twelve months 2003 2002 2003 2002 -------------------------------------------- (Unaudited)(Unaudited)(Unaudited) Revenue Commission income $74,706 $60,478 $259,461 $200,976 Contingent commissions and volume overrides 1,380 1,266 18,530 11,464 Other 2,570 1,884 8,368 7,520 -------------------------------------------- 78,656 63,628 286,359 219,960 -------------------------------------------- Expenses Compensation 42,576 34,541 156,320 118,667 Selling, occupancy and administration 15,718 11,575 56,606 44,932 Depreciation 1,782 1,414 6,244 5,492 Interest expense 1,039 1,109 5,191 7,317 Intangible asset amortization 811 524 3,208 1,671 Loss/(gain) on disposal of investment held for sale, property, equipment and other assets 79 (101) (202) (2,679) Loss/(gain) on put option liability 7 762 (160) (186) Non-cash stock based compensation 1,226 506 4,801 1,089 Proceeds from life insurance - - (1,000) - -------------------------------------------- 63,238 50,330 231,008 176,303 -------------------------------------------- Net earnings before income taxes 15,418 13,298 55,351 43,657 -------------------------------------------- Provision for income tax expense Current 1,583 2,006 16,922 12,851 Future 3,159 2,964 1,920 1,405 -------------------------------------------- 4,742 4,970 18,842 14,256 -------------------------------------------- Net earnings 10,676 8,328 36,509 29,401 Interest on subordinated convertible debentures 472 457 1,886 2,520 Cash in lieu of dividends on restricted share units 35 - 111 - -------------------------------------------- Diluted net earnings $11,183 $8,785 $38,506 $31,921 ============================================ Earnings per share Basic $0.36 $0.31 $1.22 $1.27 Diluted $0.33 $0.26 $1.14 $1.06 Weighted average shares outstanding - Basic (000's) 30,007 26,508 29,967 23,181 Weighted average shares outstanding - Diluted (000's) 34,237 33,334 33,767 30,199 HUB INTERNATIONAL LIMITED Consolidated Balance Sheets As of December 31, 2003 and December 31, 2002 (in thousands of U.S. dollars) 2003 2002 --------- --------- (Unaudited) Assets Current assets: Cash and cash equivalents $82,052 $40,642 Trust cash 54,534 53,648 Accounts and other receivables 163,728 136,573 Income taxes receivable 6,768 2,153 Future income taxes 2,865 3,324 Prepaid expenses 4,449 1,587 --------- --------- Total current assets 314,396 237,927 Goodwill 305,862 281,712 Other intangible assets 42,903 44,164 Property and equipment 24,181 21,298 Future income taxes 6,458 3,715 Other assets 6,803 8,060 --------- --------- Total assets $700,603 $596,876 ========= ========= Liabilities and Shareholders' Equity Current liabilities: Accounts payable and accrued liabilities $226,168 $187,034 Contingent consideration payable - 8,423 Income taxes payable 3,804 1,198 Future income taxes 114 1,164 Current portion long-term debt and capital leases 3,362 3,029 --------- --------- Total current liabilities 233,448 200,848 Long-term debt and capital leases 75,437 69,009 Subordinated convertible debentures 35,000 35,000 Future income taxes 13,928 7,745 --------- --------- Total liabilities 357,813 312,602 --------- --------- Commitments and Contingencies Shareholders' equity Share capital 254,845 235,197 Issuable shares 721 13,743 Contributed surplus 4,688 1,234 Cumulative translation account 20,180 2,185 Retained earnings 62,356 31,915 --------- --------- Total shareholders' equity 342,790 284,274 --------- --------- Total liabilities and shareholders' equity $700,603 $596,876 ========= ========= HUB INTERNATIONAL LIMITED Consolidated Statements of Cash Flows For the three months and twelve months ended December 31, 2003 and 2002 (in thousands of U.S. dollars) Fourth quarter Twelve months -------------------------------------------- 2003 2002 2003 2002 -------------------------------------------- (Unaudited)(Unaudited)(Unaudited) Operating activities Net earnings $10,676 $8,328 $36,509 $29,401 Items not affecting working capital: Amortization and depreciation 2,593 1,938 9,452 7,163 Loss/(gain) on disposal of investment held for sale, property, equipment and other assets 79 (101) (202) (2,679) Loss/(gain) on put option liability 7 762 (160) (186) Non-cash stock based compensation 1,226 506 4,801 1,089 Future income taxes 3,159 2,964 1,920 1,405 Non-cash working capital items Trust cash (10,559) (8,247) (886) (3,222) Accounts and other receivables (42,070) (44,266) (3,534) (26,665) Prepaid expenses (2,450) 1,635 (2,616) 1,287 Accounts payable and accrued liabilities 52,024 50,963 14,362 11,673 Other assets 129 - (2,062) - Income taxes (4,930) (2,433) (3,648) (202) -------------------------------------------- Net cash flows from operating activities 9,884 12,049 53,936 19,064 -------------------------------------------- Investing activities Property and equipment - purchases (1,434) (1,671) (6,125) (4,469) Property and equipment - proceeds on sale 22 6 69 6 Proceeds from investment held for sale - - - 43,521 Purchase of subsidiaries, net of cash received (3,882) (46,239) (14,881) (50,813) Sale of subsidiaries 976 594 1,098 2,623 Other assets 255 567 (307) 684 -------------------------------------------- Net cash flows used for investing activities (4,063) (46,743) (20,146) (8,448) -------------------------------------------- Financing activities Bank debt - - - (55,000) Long-term debt - advances (3,167) 37,074 65,000 51,175 Long-term debt and capital leases - repayments (91) (3,485) (54,540) (50,094) Subordinated convertible debenture - repayment - - - (26,800) Share capital - issued for cash, net of issue costs (2) 49 (61) 88,147 Proceeds from sale of executive purchase plan shares - - 222 - Dividends paid (1,516) (1,268) (6,068) (4,481) -------------------------------------------- Net cash flows from (used for) financing activities (4,776) 32,370 4,553 2,947 -------------------------------------------- Effect of exchange rate changes on cash and cash equivalents 1,946 79 3,067 100 -------------------------------------------- Change in cash and cash equivalents 2,991 (2,245) 41,410 13,663 Cash and cash equivalents - Beginning of period 79,061 42,887 40,642 26,979 -------------------------------------------- Cash and cash equivalents - End of period $82,052 $40,642 $82,052 $40,642 ============================================ CONTACT: Hub International Limited Media Contact: Dennis J. Pauls, 312-279-4880 dpauls@hubinternational.com or Investor Contact: Rosenbaum Advisors, Inc. Michael Rosenbaum, 847-749-1010 michael@rosenbaumadvisors.com