##### 



Exhibit 99.4 Hub International Limited
Pro Forma Consolidated Financial Statements as
of June 30, 2004 and for the Six Months Ended
June 30, 2004 and the Year Ended December 31,
2003




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##### 



Index to Pro Forma Consolidated Financial Statements Unaudited Pro Forma Consolidated Balance Sheet as of June 30, 2004 Unaudited Pro Forma Consolidated Statements of Earnings for the Six Months
Ended June 30, 2004 and the Year Ended December 31, 2003 Notes to Unaudited Pro Forma Consolidated Financial Statements 2




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##### 



Hub International Limited
Pro Forma Consolidated Balance Sheet
As of June 30, 2004
(in thousands of U.S. dollars)
(Unaudited) Hub InternationalHub International
    
    Talbot Financial
    
    Pro Forma
    
    
    
    
    
    Limited Pro FormaLimited
    
    Corporation
    
    Adjustments
    
    Notes
    
    ConsolidatedASSETSCurrent assetsCash and cash equivalents
    
    $
    144,527
    
    
    $
    22,936
    
    
    $
    (92,500
    )
    
    
    3a
    
    
    $
    74,963Trust cash
    
    
    57,207
    
    
    
    10,630
    
    
    
    
    
    
    
    
    
    
    
    67,837Accounts and other receivables
    
    
    174,119
    
    
    
    15,589
    
    
    
    
    
    
    
    
    
    
    
    189,708Income taxes receivable
    
    
    5,634
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,634Future income taxes
    
    
    3,452
    
    
    
    2,292
    
    
    
    (2,292
    )
    
    
    3b
    
    
    
    3,452Prepaid expenses
    
    
    7,911
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,911Total current assets
    
    
    392,850
    
    
    
    51,447
    
    
    
    (94,792
    )
    
    
    
    
    
    
    349,505Goodwill
    
    
    311,935
    
    
    
    11,410
    
    
    
    36,953
    
    
    
    3b
    
    
    
    360,298Other intangible assets
    
    
    46,538
    
    
    
    17,537
    
    
    
    27,195
    
    
    
    3b
    
    
    
    91,270Property and equipment
    
    
    23,354
    
    
    
    3,692
    
    
    
    
    
    
    
    
    
    
    
    27,046Future income taxes
    
    
    6,997
    
    
    
    9,767
    
    
    
    (9,767
    )
    
    
    3b
    
    
    
    6,997Other assets
    
    
    6,784
    
    
    
    4,047
    
    
    
    278
    
    
    
    3b
    
    
    
    11,109Total assets
    
    $
    788,458
    
    
    $
    97,900
    
    
    $
    (40,133
    )
    
    
    
    
    
    $
    846,225LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilitiesAccounts payable and accrued liabilities
    
    $
    226,556
    
    
    $
    35,249
    
    
    $
    1,450
    
    
    
    3a
    
    
    $
    263,255Deferred compensation liability
    
    
    
    
    
    
    3,846
    
    
    
    
    
    
    
    
    
    
    
    3,846Income taxes payable
    
    
    2,520
    
    
    
    1,597
    
    
    
    
    
    
    
    
    
    
    
    4,117Future income taxes
    
    
    490
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    490Current
portion of long-term debt and capital leases
    
    
    2,428
    
    
    
    6,860
    
    
    
    
    
    
    
    
    
    
    
    9,288Total current liabilities
    
    
    231,994
    
    
    
    47,552
    
    
    
    1,450
    
    
    
    
    
    
    
    280,996Long-term debt and capital leases
    
    
    140,467
    
    
    
    8,765
    
    
    
    
    
    
    
    
    
    
    
    149,232Subordinated convertible debentures
    
    
    35,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000Future income taxes
    
    
    14,883
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    14,883Total liabilities
    
    
    422,344
    
    
    
    56,317
    
    
    
    1,450
    
    
    
    
    
    
    
    480,111Shareholders equityShare capital
    
    
    258,638
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    258,638Issuable shares
    
    
    940
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    940Contributed surplus
    
    
    9,589
    
    
    
    41,319
    
    
    
    (41,319
    )
    
    
    3b
    
    
    
    9,589Cumulative translation account
    
    
    16,420
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    16,420Retained earnings
    
    
    80,527
    
    
    
    264
    
    
    
    (264
    )
    
    
    3b
    
    
    
    80,527Total shareholders equity
    
    
    366,114
    
    
    
    41,583
    
    
    
    (41,583
    )
    
    
    
    
    
    
    366,114Total liabilities and shareholders equity
    
    $
    788,458
    
    
    $
    97,900
    
    
    $
    (40,133
    )
    
    
    
    
    
    $
    846,225
 3




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##### 



Hub International Limited
Pro Forma Consolidated Statement of Earnings
For the six months ended June 30, 2004
(in thousands of U.S. dollars, except per share amounts)
(Unaudited) Hub InternationalHub International
    
    Talbot Financial
    
    Pro Forma
    
    
    
    
    
    Limited Pro FormaLimited
    
    Corporation
    
    Adjustments
    
    Notes
    
    ConsolidatedRevenueCommission income
    
    $
    138,589
    
    
    $
    47,095
    
    
    $
    
    
    
    
    
    
    
    $
    185,684Contingent commissions and volume overrides
    
    
    18,075
    
    
    
    9,355
    
    
    
    
    
    
    
    
    
    
    
    27,430Other
    
    
    4,916
    
    
    
    106
    
    
    
    (275
    )
    
    
    4f
    
    
    
    4,747161,580
    
    
    
    56,556
    
    
    
    (275
    )
    
    
    
    
    
    
    217,861ExpensesCompensation
    
    
    82,751
    
    
    
    34,035
    
    
    
    
    
    
    
    
    
    
    
    116,786Selling, occupancy and administration
    
    
    31,639
    
    
    
    9,795
    
    
    
    
    
    
    
    
    
    
    
    41,434Depreciation
    
    
    3,317
    
    
    
    692
    
    
    
    
    
    
    
    
    
    
    
    4,009Interest
    
    
    3,362
    
    
    
    437
    
    
    
    748
    
    
    
    4e
    
    
    
    4,547Intangible asset amortization
    
    
    1,717
    
    
    
    2,782
    
    
    
    (909
    )
    
    
    4c, 4d
    
    
    
    3,590(Gain) on disposal of subsidiaries, property,
equipment and other assets
    
    
    (559
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (559
    )Loss on write-off of trademarks
    
    
    2,587
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,587Non-cash stock based compensation
    
    
    3,315
    
    
    
    441
    
    
    
    7,199
    
    
    
    4a, 4b
    
    
    
    10,955128,129
    
    
    
    48,182
    
    
    
    7,038
    
    
    
    
    
    
    
    183,349Net earnings before income taxes
    
    
    33,451
    
    
    
    8,374
    
    
    
    (7,313
    )
    
    
    
    
    
    
    34,512Provision for income taxes
    
    
    12,237
    
    
    
    3,280
    
    
    
    131
    
    
    
    4g
    
    
    
    15,648Net Earnings
    
    $
    21,214
    
    
    $
    5,094
    
    
    $
    (7,444
    )
    
    
    
    
    
    $
    18,864Earnings per shareBasic
    
    $
    0.70
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.63Diluted
    
    $
    0.64
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.55Total weighted average shares
outstanding  Basic (000s)
    
    
    30,102
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    30,102Total weighted average shares
outstanding  Diluted (000s)
    
    
    34,711
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    36,419
 4




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##### 



Hub International Limited
Pro Forma Consolidated Statement of Earnings
For the year ended December 31, 2003
(in thousands of U.S. dollars, except per share amounts)
(Unaudited) Hub InternationalHub International
    
    Talbot Financial
    
    Pro Forma
    
    
    
    
    
    Limited Pro FormaLimited
    
    Corporation
    
    Adjustments
    
    Notes
    
    ConsolidatedRevenueCommission income
    
    $
    259,461
    
    
    $
    91,409
    
    
    $
    
    
    
    
    
    
    
    $
    350,870Contingent commissions and volume overrides
    
    
    18,530
    
    
    
    8,372
    
    
    
    
    
    
    
    
    
    
    
    26,902Other
    
    
    8,368
    
    
    
    148
    
    
    
    (550
    )
    
    
    4f
    
    
    
    7,966286,359
    
    
    
    99,929
    
    
    
    (550
    )
    
    
    
    
    
    
    385,738ExpensesCompensation
    
    
    156,320
    
    
    
    65,944
    
    
    
    
    
    
    
    
    
    
    
    222,264Selling, occupancy and administration
    
    
    56,606
    
    
    
    18,048
    
    
    
    
    
    
    
    
    
    
    
    74,654Depreciation
    
    
    6,244
    
    
    
    1,210
    
    
    
    
    
    
    
    
    
    
    
    7,454Interest
    
    
    5,191
    
    
    
    443
    
    
    
    1,495
    
    
    
    4e
    
    
    
    7,129Intangible asset amortization
    
    
    3,208
    
    
    
    6,430
    
    
    
    (2,685
    )
    
    
    4c, 4d
    
    
    
    6,953(Gain) on disposal of subsidiaries, property,
equipment and other assets
    
    
    (202
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (202
    )Loss on
write-off of goodwill and intangible assets
    
    
    
    
    
    
    745
    
    
    
    
    
    
    
    
    
    
    
    745(Gain) on put option liability
    
    
    (160
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (160
    )Non-cash stock based compensation
    
    
    4,801
    
    
    
    235
    
    
    
    26,485
    
    
    
    4a, 4b
    
    
    
    31,521Proceeds from life insurance
    
    
    (1,000
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,000
    )231,008
    
    
    
    93,055
    
    
    
    25,295
    
    
    
    
    
    
    
    349,358Net earnings before income taxes
    
    
    55,351
    
    
    
    6,874
    
    
    
    (25,845
    )
    
    
    
    
    
    
    36,380Provision for income taxes
    
    
    18,842
    
    
    
    2,672
    
    
    
    283
    
    
    
    4g
    
    
    
    21,797Net Earnings
    
    $
    36,509
    
    
    $
    4,202
    
    
    $
    (26,128
    )
    
    
    
    
    
    $
    14,583Earnings per shareBasic
    
    $
    1.22
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.49Diluted
    
    $
    1.14
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.48Total weighted average shares
outstanding  Basic (000s)
    
    
    29,967
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    29,967Total weighted average shares
outstanding  Diluted (000s)
    
    
    33,767
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,646
 5




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##### 



Hub International Limited
Notes to Pro Forma Consolidated Financial Statements
(in thousands of U.S. dollars, except per share amounts or as otherwise indicated)
(Unaudited)  1.
    
    Nature of OperationsHub International Limited (Hub) is an international insurance brokerage
that provides a variety of property and casualty, life and health, employee
benefits, investments and risk management products and services. Hubs
shares are listed on both the New York Stock Exchange (NYSE:HBG) and the
Toronto Stock Exchange (TSX:HBG).2.
    
    Basis of PresentationThe accompanying pro forma consolidated balance sheet and pro forma
consolidated statements of earnings have been prepared in accordance with
Canadian generally accepted accounting principles (GAAP). The accompanying
pro forma financial statements give effect to the purchase by Hub of a 100%
interest in Talbot Financial Corporation (Talbot). The transaction closed
on July 1, 2004.The accompanying pro forma consolidated balance sheet has been prepared from
information derived from the unaudited consolidated balance sheet of Hub as
at June 30, 2004, the unaudited consolidated balance sheet of Talbot as at
June 30, 2004 and the adjustments and assumptions outlined below. The pro
forma consolidated statements of earnings have been prepared from information
derived from the audited consolidated statement of earnings of Hub for the
year ended December 31, 2003, the audited consolidated statement of earnings
of Talbot for the year ended December 31, 2003, the unaudited consolidated
statement of earnings of Hub for the six months ended June 30, 2004, the
unaudited consolidated statement of earnings of Talbot for the six months
ended June 30, 2004 and the adjustments and assumptions outlined below. The
accounting policies used in the preparation of the pro forma consolidated
financial statements are those disclosed in Hubs audited financial
statements as of and for the year ended December 31, 2003.The unaudited pro forma consolidated financial statements may not be
indicative of the financial position and results of operations that would
have occurred if the proposed transaction had been completed on the dates
indicated or of the financial position or operating results which may be
obtained in the future.The unaudited pro forma consolidated financial statements should be read in
conjunction with the audited and unaudited financial statements of Hub
including the notes to those statements, and the description of the
transaction indicated below. In the opinion of management, these unaudited
pro forma financial statements include all adjustments necessary for fair
presentation.The accompanying pro forma consolidated financial statements have been
prepared to reflect the purchase of all of the common shares of Satellite
Acquisition Corporation (Satellite) a 6




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##### 



corporation formed by senior management of Talbot. In turn, Satellite
purchased all of the common shares of Talbot from Safeco Corporation for $90
million in cash. Hub will purchase Talbot managements special shares of
Satellite over the next three years, using a combination of both restricted
and unrestricted common shares of Hub. Common shares will be issued on
September 30, 2005, March 31, 2006, and March 31, 2007 based upon Talbots
earnings for the 12 month periods ending December 31, 2004, 2005 and 2006,
respectively. The contingent payments to management will be recorded by Hub
as a charge to earnings in the form of non-cash stock based compensation
expense over the period in which the payments are earned. Based upon
Talbots financial performance through the first half of 2004, Hub
anticipates earn out payments in the $45-$50 million range, with $46.2
million as our best estimate of the amount of the contingent payment to
Talbot management.Hub estimates that the non-cash stock based compensation amortization
charges relating to the Talbot acquisition for 2004 through 2007 based upon
an anticipated earn out of $46.2 million will be: 2004
    
    $
    13,3602005
    
    
    21,0002006
    
    
    10,4402007
    
    
    1,400Total
    
    $
    46,200
  3.
    
    Pro Forma Consolidated Balance Sheet of HubThe pro forma consolidated balance sheet of Hub has been prepared as if the
transaction described in note 2 had occurred on June 30, 2004. Pro forma
adjustments relating to the balance sheet as of June 30, 2004 include the
following:  a)
    
    The payment of $90 million cash to Safeco Corporation plus the
payment or accrual of other acquisition costs of $3.95 million for the
purchase of 100% of the common shares of Talbot.b)
    
    The estimated purchase price of $93.95 million has been allocated
on a preliminary basis to Talbots identifiable assets as follows: Current assets
    
    $
    49,155Goodwill
    
    
    48,363Other intangible assets
    
    
    44,732Property and equipment
    
    
    3,692Other assets
    
    
    4,325Current liabilities
    
    
    (47,552
    )Long-term debt, note payable and capital leases
    
    
    ( 8,765
    )$
    93,950
 7




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##### 



The above purchase price allocation is preliminary. The actual purchase
price allocation that will be reported in the consolidated financial
statements of Hub after the acquisition will be based upon the fair value of
the assets acquired and liabilities assumed at the time of acquisition and
the actual costs of the transaction. Accordingly, the purchase price allocation
will be adjusted subsequently.4.
    
    Pro Forma Consolidated Statements of Earnings for HubThe pro forma consolidated statement of earnings for Hub for the six months
ended June 30, 2004 and for the year ended December 31,
2003 have been prepared as if the transaction described in
note 2 occurred on January 1, 2003.Pro forma adjustments relating to the pro forma consolidated statement of
earnings of Hub for the six months ending June 30, 2004 and the year ending
December 31, 2003 include the following:  a)
    
    record amortization of non-cash stock based compensation expense
related to contingent payments earned by Talbot management in the
amount of $7,640 and $26,720 for the six months ended June 30, 2004 and
the year ended December 31, 2003, respectively, based upon an
anticipated total earn out of $46.2 million.b)
    
    eliminate stock based compensation charges of Talbot which will not
continue following a change in control of $441 and $235 for the six
months ended June 30, 2004 and the year ended December 31, 2003,
respectively.c)
    
    record amortization expense relating to definite life customer
relationship intangible assets recognized as a result of the purchase
in the amount of $1,873 and $3,745 for the six months ended June 30,
2004 and the year ended December 31, 2003, respectively. The customer
relationship intangible asset will be amortized on a straight-line
basis over the expected useful life of 11.8 years.d)
    
    eliminate intangible asset amortization of Talbot of $2,782 and
$6,430 for the six months ended June 30, 2004 and the year ended
December 31, 2003, respectively.e)
    
    provide for interest expense in the amount of $748 and $1,495 for
the six months ended June 30, 2004 and the year ended December 31,
2003, respectively, related to $65 million of borrowings assumed to be
drawn on January 1, 2003 to fund the acquisition at an interest rate of
LIBOR plus 112.5 basis points.f)
    
    eliminate interest income earned at 2% per annum in the amount of
$275 and $550 for the six months ended June 30, 2004 and the year ended
December 31, 2003, respectively, related to $27.5 million of cash used
to finance the transaction. 8




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##### 



g)
    
    record additional income taxes in the amount of $131 and $283 for
the six months ended June 30, 2004 and the year ended December 31,
2003, respectively, reflecting the impact of the adjustments described
in these pro forma financial statements and notes.  5.
    
    Reconciliation to United States (U.S.) GAAPThe pro forma consolidated financial statements have been prepared in
accordance with Canadian GAAP, which differs in certain respects from
U.S. GAAP.Pro forma consolidated net earningsThe table below presents the differences between Canadian GAAP and U.S.
GAAP affecting pro forma consolidated net earnings for the year ended
December 31, 2003 and the six months ended June 30, 2004: For the year
    
    For the sixended
    
    months endedDecember 31, 2003
    
    June 30, 2004Pro forma consolidated net earnings
for the period based on Canadian
GAAP
    
    $
    14,583
    
    
    $
    18,864Cumulative effect of change in
accounting policy for put
options (1)
    
    
    335
    
    
    
    Adjustment to put option liability (1)
    
    
    (409
    )
    
    
    Pro forma consolidated net earnings
for the period based on U.S. GAAP (3)
    
    $
    14,509
    
    
    $
    18,864Pro forma basic earnings per share based
on U.S. GAAP
    
    $
    0.48
    
    
    $
    0.63Pro forma diluted earnings per share based
on U.S. GAAP
    
    $
    0.48
    
    
    $
    0.55
 9




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##### 



Pro forma consolidated shareholders equity  The table below sets out the differences between Canadian GAAP and U.S. GAAP
that affect pro forma consolidated shareholders equity at June 30, 2004: June 30, 2004Pro forma consolidated shareholders equity
based on Canadian GAAP
    
    $
    366,114Adjustment to investment held
for sale (4)
    
    
    (1,716
    )Accumulated other comprehensive
income (2):Unrealized gains net of tax of
$(101)
    
    
    159Pro forma consolidated shareholders equity
based on U.S. GAAP (3)
    
    $
    364,557
  (1)
    
    Hub issued put options on its shares which were issued in
connection with the purchase of a business in 2001. These put options
were relinquished by the holders on December 31, 2003. Under Canadian
GAAP, changes in the fair value of the put options (determined using
the Black-Scholes model) were recognized in earnings. Under U.S. GAAP
the fair value of the put options at the date of issuance was
recognized as a compensation expense using the straight-line method
over the period from the issue date to their exercise date. On July 1,
2003, Hub adopted Statement of Financial Accounting Standards (SFAS)
No. 150, Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity.As a result of the
adoption of this standard, Hub changed its accounting policy with
respect to the put options and reported the difference between the
estimated fair value of put options (determined using the Black-Scholes
model) as at July 1, 2003 and their issue date as a cumulative
adjustment to net earnings under U.S. GAAP. Changes in the estimated
fair value of the put options between July 1, 2003 and their
cancellation on December 31, 2003 were included in U.S. GAAP net
earnings.  (2)
    
    Under Canadian GAAP, unrealized gains and losses arising from a temporary decline in
value on equity securities are not recorded. Under U.S. GAAP, investments in equity securities are reported at
fair value with unrealized gains and losses, net of tax, reported as other comprehensive income as a separate
component of shareholders equity.  (3)
    
    The pro forma condensed consolidated statements of earnings for the year ended December 31, 2003 and the six months
ended June 30, 2004 and the pro forma condensed consolidated balance sheet as at June 30, 2004 under U.S. GAAP are as
follows: 10




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##### 



For the year
    
    For the sixended
    
    months endedDecember 31, 2003
    
    June 30, 2004Pro forma condensed consolidated
statements of earnings:Revenue
    
    $
    385,738
    
    
    $
    217,861Net earnings before income taxes
    
    $
    36,407
    
    
    $
    34,512Net earnings
    
    $
    14,509
    
    
    $
    18,864June 30, 2004Pro forma condensed consolidated
balance sheet:Total current assets
    
    
    
    
    
    $
    349,505Total assets
    
    
    
    
    
    $
    839,236Total current liabilities
    
    
    
    
    
    $
    280,996Total liabilities
    
    
    
    
    
    $
    474,679Total shareholders equity
    
    
    
    
    
    $
    364,557
  (4)
    
    Under Canadian GAAP, an investment held for sale is recorded at its
cost. No further adjustments are made to the carrying value of the
investment until it is sold at which time a gain or loss is recorded
equal to the difference between the sale proceeds and its carrying
value. Interest on debt financing the purchase of an investment is
charged to income as accrued.Under U.S. GAAP, an investment held for sale is recorded at its fair
market value. The carrying value of the investment is adjusted for
increases in fair value due to changes in its U.S. GAAP net asset value
and interest accretion. Interest on debt financing the purchase of an
investment is debited to its carrying value and does not impact earnings.
The difference between the carrying value of the investment and the sale
proceeds is reflected as an adjustment to goodwill with no gain or loss
recorded in income.The adjustment to shareholders equity of $1,716 above reflects the
differences described above related to Hubs investment and subsequent
sale of certain insurance companies acquired as part of the 2001
acquisition of Kaye Group Inc. 11