8-K/A

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K/A

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 31, 2002

HUB INTERNATIONAL LIMITED

(Exact Name of Registrant as Specified in Its Charter)

ONTARIO

(State or Other Jurisdiction of Incorporation)

1-31310 (Commission File Number) 36-4412416 (I.R.S. Employer Identification No.)

55 EAST JACKSON BOULEVARD, CHICAGO, IL (Address of Principal Executive Offices) 60604
(Zip Code)

(877) 402-6601

(Registrant’s Telephone Number, Including Area Code)

n/a

(Former Name or Former Address, if Changed Since Last Report)

Item 7.     Financial Statements and Exhibits.

The following financial statements and pro forma financial information omitted from the registrant’s Current Report on Form 8-K filed as of January 7, 2003 in reliance upon Item 7(a) and 7(b) of Form 8-K are filed herewith.

(a)	Financial statements of business acquired.
	Fifth Third Insurance Services, Inc. (Property and Casualty Division) (A Wholly Owned Carve-Out Entity of Fifth Third Financial Corp.) Financial Statements as of and for the Year Ended December 31, 2002 and Independent Auditors’ Report.

i.	Independent Auditors’ Report.
ii.	Balance Sheet as of December 31, 2002.
iii.	Statement of Operations for the Year Ended December 31, 2002.
iv.	Statement of Cash Flow for the Year Ended December 31, 2002.
v.	Notes to Financial Statements December 31, 2002.

(b)	Pro forma financial information.
	Hub International Limited Unaudited Pro Forma Consolidated Statement of Earnings for the Year Ended December 31, 2002.
(c)	Exhibits

*2.1	Stock Purchase Agreement by and among Hub U.S. Holdings, Inc. and Fifth Third Financial Corp., dated December 29, 2002.
*99.1	Press release dated December 31, 2002.
*99.2	Press release dated January 1, 2003.
99.3	Fifth Third Insurance Services, Inc. (Property and Casualty Division) (A Wholly Owned Carve-Out Entity of Fifth Third Financial Corp.) Financial Statements as of and for the Year Ended December 31, 2002 and Independent Auditors’ Report.
99.4	Hub International Limited Unaudited Pro Forma Consolidated Statement of Earnings for the Year Ended December 31, 2002.

                  *         Incorporated by reference from the registrant’s Current Report on Form 8-K filed as of January 7, 2003.

2

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	HUB INTERNATIONAL LIMITED                     (Registrant)
Date: March 17, 2003	By:	/s/ W. Kirk James
	Name: Title:	W. Kirk James Vice President, Secretary and General Counsel

3

Exhibit Index

*2.1	Stock Purchase Agreement by and among Hub U.S. Holdings, Inc and Fifth Third Financial Corp., dated December 29, 2002.
*99.1	Press Release dated December 31, 2002.
*99.2	Press Release dated January 1, 2003.
99.3	Fifth Third Insurance Services, Inc. (Property and Casualty Division) (A Wholly Owned Carve-Out Entity of Fifth Third Financial Corp.) Financial Statements as of and for the Year Ended December 31, 2002 and Independent Auditors’ Report.
99.4	Hub International Limited Unaudited Pro Forma Consolidated Statement of Earnings for the Year Ended December 31, 2002.
*	Incorporated by reference from the registrant’s Current Report on Form 8-K filed as of January 7, 2003.

EX-99.3 3 t09264exv99w3.htm FINANCIAL STATEMENTS FOR YEAR ENDED DEC. 31, 2002

Exhibit 99.3

Fifth Third Insurance
Services, Inc. (Property
and Casualty Division)
(A Wholly Owned Carve-Out
Entity of Fifth Third Financial
Corp.)

Financial Statements as of and for the Year Ended
December 31, 2002 and Independent Auditors’ Report

INDEPENDENT AUDITORS’ REPORT

Fifth Third Insurance Services, Inc.:

We have audited the accompanying balance sheet of Fifth Third Insurance Services, Inc. (Property and Casualty Division) (a wholly owned carve-out entity of Fifth Third Financial Corp.) (the “Company”) as of December 31, 2002 and the related statements of operations and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit of the financial statements provides a reasonable basis for our opinion.

The accompanying financial statements have been prepared from the separate records maintained by the Company and may not necessarily be indicative of the conditions that would have existed or results of operations if the Company had been operated as an unaffiliated company. Portions of certain income and expenses represent allocations made from Fifth Third Financial Corp. items applicable to Fifth Third Financial Corp. as a whole.

In our opinion, such financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2002, and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

As discussed in Note 1 to the financial statements, the Company was sold to HUB U.S. Holdings, Inc. effective December 31, 2002.

/s/ Deloitte & Touche LLP
Cincinnati, Ohio
February 18, 2003

1

FIFTH THIRD INSURANCE SERVICES, INC.
(PROPERTY AND CASUALTY DIVISION)
(A WHOLLY OWNED CARVE-OUT ENTITY OF FIFTH THIRD FINANCIAL CORP.)

BALANCE SHEET

			December 31,
			2002
ASSETS
CURRENT ASSETS
	Cash		$	347,185
	Accounts and other receivables			7,245,554
		Total current assets		7,592,739
PREMISES AND EQUIPMENT, NET				655,524
GOODWILL				8,282,591
OTHER INTANGIBLE ASSETS				326,927
TOTAL ASSETS			$	16,857,781
LIABILITIES AND DIVISIONAL EQUITY
CURRENT LIABILITIES —
	Accounts and commissions payable		$	7,882,051
COMMITMENTS AND CONTINGENCIES (Note 7)
DIVISIONAL EQUITY				8,975,730
TOTAL LIABILITIES AND DIVISIONAL EQUITY			$	16,857,781

See the accompanying notes to financial statements.

2

FIFTH THIRD INSURANCE SERVICES, INC.
(PROPERTY AND CASUALTY DIVISION)
(A WHOLLY OWNED CARVE-OUT ENTITY OF FIFTH THIRD FINANCIAL CORP.)

STATEMENT OF OPERATIONS

			For the year ended
			December 31,
			2002
REVENUE:
	Commission income and fees		$	25,770,100
	Other			286,955
		Total revenue		26,057,055
EXPENSES:
	Remuneration			15,227,774
	Administration and other			1,993,158
	Selling			853,904
	Occupancy			519,363
	Equipment			271,375
		Total expenses		18,865,574
EARNINGS BEFORE INCOME TAXES				7,191,481
INCOME TAX EXPENSE				(2,876,592	)
NET EARNINGS			$	4,314,889

See the accompanying notes to financial statements.

3

FIFTH THIRD INSURANCE SERVICES, INC.
(PROPERTY AND CASUALTY DIVISION)
(A WHOLLY OWNED CARVE-OUT ENTITY OF FIFTH THIRD FINANCIAL CORP.)

STATEMENT OF CASH FLOWS

				For the year ended
				December 31,
				2002
CASH FLOWS FROM OPERATING ACTIVITIES:
	Net earnings			$	4,314,889
	Adjustments to reconcile net earnings to net cash provided by operating activities:
		Depreciation and amortization			271,207
		Increase in accounts and other receivables			(1,002,072	)
		Decrease in accounts and commissions payable			(610,612	)
			Net cash provided by operating activities		2,973,412
CASH FLOWS FROM INVESTING ACTIVITIES:
	Acquisition of premises and equipment				(252,745	)
	Acquisition of intangible asset				(99,420	)
		Net cash used in investing activities			(352,165	)
CASH FLOWS FROM FINANCING ACTIVITIES —
	Net interdivisional activity				(17,649,450	)
NET DECREASE IN CASH					(15,028,203	)
CASH, BEGINNING OF YEAR					15,375,388
CASH, END OF YEAR				$	347,185

See the accompanying notes to financial statements.

4

FIFTH THIRD INSURANCE SERVICES, INC.
(PROPERTY AND CASUALTY DIVISION)
(A WHOLLY OWNED CARVE-OUT ENTITY OF FIFTH THIRD FINANCIAL CORP.)

NOTES TO FINANCIAL STATEMENTS
 
DECEMBER 31, 2002

1.	ORGANIZATION AND BUSINESS ACTIVITIES
	The accompanying carve-out financial statements include the accounts of Fifth Third Insurance Services, Inc. (Property and Casualty Division) (the “Company”). The Company is a wholly owned carve-out entity of Fifth Third Financial Corp. (the “Parent”). The Company, as an insurance broker, offers a variety of insurance products and operates primarily in Indiana and Michigan.
	Effective December 31, 2002, all of the issued and outstanding shares of Fifth Third Insurance Services, Inc. were sold to HUB U.S. Holdings, Inc. pursuant to a Stock Purchase Agreement (the “Agreement”) dated December 29, 2002. In accordance with the Agreement, certain assets and liabilities were excluded from the business sold and have been retained by the Parent. The accompanying financial statements (the “carve-out” financial statements) present those operations, assets, and liabilities that have been sold and assumed pursuant to the Agreement and do not include any other adjustments or allocations of purchase price that may be required by the Agreement or in accordance with accounting principles generally accepted in the United States of America subsequent to the date of acquisition. Certain expenses have been allocated to the Company based on specific identification. When specific identification was not practicable, the allocation of expenses to the Company included in the accompanying carve-out financial statements was done on a basis that in the opinion of management is reasonable. However, such expenses are not necessarily indicative of expenses which might have been incurred had the Company been operating as a stand-alone entity and its results could have significantly differed from those presented herein. The final purchase price is subject to certain adjustments as defined in the Agreement.
2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	Premises and Equipment—Depreciation for financial reporting purposes is provided on a straight-line basis over the estimated service lives of the respective classes of property. Useful lives range from 3 to 10 years. Depreciation expense was $229,166 for the year ended December 31, 2002. The Company reviews premises and equipment for possible impairment whenever events or changes in circumstances indicate that carrying amounts may not be recoverable.
	Revenue Recognition—Commission income and fees (including commission income related to installment billing arrangements) are recognized as of the effective date of the policy unless information is not available relating to the determination of the client’s policy premiums, in which case commission income and fees related to that policy are recognized when that information becomes available and the revenue can be reasonably determined. Commission income is reported net of sub-broker commission expense. Commission and other adjustments are recorded when they occur. The Company is entitled to contingent commissions and volume overrides from insurance companies which are recorded in the earlier of the period in which amounts can be reasonably estimated or the period in which the amounts are received. Amounts related to contingent commissions and volume overrides can be reasonably estimated when information pertaining to the calculation, such as premium volumes, loss ratios and expenses, can be obtained from the insurance carriers.

5

	Use of Estimates—The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities, revenues and expenses and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates.
	Allocations—The financial statements reflect allocations to the Company of expenses of its ongoing business. Costs, to the extent based on allocation, were allocated based on specific cost drivers related to the product line where available or upon other methods determined to be reasonable by management. In the opinion of management, the allocations were made on a reasonable and consistent basis; however, they are not necessarily indicative of the level that might have been incurred on a stand-alone basis. The amounts that would have been or will be incurred on a stand-alone basis could differ from the amounts allocated due to economies of scale, differences in management judgment, or an organization that requires more or fewer employees, related systems and expenses. In addition, future results of operations, financial position, and cash flows could materially differ from the historical results presented herein.
3.	ACCOUNTS AND OTHER RECEIVABLES
	Accounts and other receivables consist of the following:

	December 31,
	2002
Client premiums receivable	$	5,158,728
Commissions receivable		2,086,826
Total	$	7,245,554

4.	PREMISES AND EQUIPMENT
	Premises and equipment consist of the following:

	December 31,
	2002
Furniture	$	744,290
Equipment		1,762,222
Software		872,118
		3,378,630
Accumulated depreciation		(2,723,106	)
Premises and equipment, net	$	655,524

6

5.	GOODWILL AND OTHER INTANGIBLE ASSETS
	On January 1, 2002, the Company adopted Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets.” This statement discontinued the practice of amortizing goodwill and initiated an annual review for impairment. The Company has completed the initial and the annual goodwill impairment test required by the standard and has determined no impairment exists.
	Intangible assets consist of acquired customer portfolios having a defined life of 7 years. Such intangibles are amortized on a straight-line basis over the remaining life and at December 31, 2002 had a carrying amount of $326,927 (net of accumulated amortization of $58,493). Estimated amortization expense for fiscal years 2003 through 2007 is as follows:

2003	$	55,060
2004		55,060
2005		55,060
2006		55,060
2007		55,060

	For the year ended December 31, 2002, amortization expense of $42,041 was recognized on intangible assets. The Company reviews intangible assets for possible impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.
6.	INCOME TAXES
	The results of the Company’s operations are included in its Parent’s consolidated U.S. federal tax returns. The provision for federal and state income taxes allocated, based on the statutory tax rate, to the Company for the year ended December 31, 2002 was $2,876,592.
7.	COMMITMENTS AND CONTINGENCIES
	The Company leases certain properties under noncancelable operating leases. Certain leases have renewal options and escalating rent payments, which are recognized on a straight-line basis over the term of the lease. The Company’s noncancelable operating leases existing at December 31, 2002 expire during 2003. At December 31, 2002, future minimum lease payments to be made in 2003 under these operating leases are $157,822.
	Litigation is instituted from time to time against the Company which involves routine matters incidental to the Company’s business. In the opinion of management, the ultimate disposition of such litigation will not have a material effect upon the Company’s operating results, financial position or cash flows.

******

7 EX-99.4 4 t09264exv99w4.htm STATEMENT OF EARNINGS FOR YEAR ENDED DEC 31, 2002

Exhibit 99.4

HUB INTERNATIONAL LIMITED
Unaudited Pro Forma Consolidated Statement of Earnings (1)

		For the year ended December 31, 2002
		Hub International			Fifth Third Insurance
		Limited			Services, Inc.		Pro Forma
		(in thousands of U.S. dollars, except per share amounts)
Revenue
	Commission income	$	200,792		$	24,164	$	224,956
	Contingent commissions and volume overrides		11,464			1,606		13,070
	Other		7,704			287		7,991
			219,960			26,057		246,017
Expenses
	Compensation		118,678			15,228		133,906
	Selling, occupancy and administration		44,932			3,366		48,298
	Depreciation		5,492			229		5,721
	Interest expense		7,317			—		7,317
	Goodwill and other intangible asset amortization		1,671			42		1,713
	Gain on disposal of investment held for sale, property, equipment and other assets		(2,679	)		—		(2,679	)
	Gain on put option liability		(186	)		—		(186	)
	Non-cash stock option compensation		1,078			—		1,078
			176,303			18,865		195,168
Net earnings before income taxes			43,657			7,192		50,849
Provision for income tax expense			14,256			2,877		17,133
Net earnings		$	29,401		$	4,315	$	33,716
Interest on subordinated convertible debentures			2,520			—		2,520
Net diluted earnings		$	31,921		$	4,315	$	36,236
Earnings per share
	Basic	$	1.27		$	0.19	$	1.45
	Diluted	$	1.06		$	0.14	$	1.20
Weighted average shares outstanding — Basic (000’s)			23,181			23,181		23,181
Weighted average shares outstanding — Diluted (000’s)			30,199			30,199		30,199

(1) The amounts presented in our unaudited pro forma consolidated statement of earnings are prepared as follows: Hub International Limited amounts are in accordance with Canadian generally accepted accounting principles (Canadian GAAP); Fifth Third Insurance Services, Inc. amounts are in accordance with United States generally accepted accounting principles (U.S. GAAP). There are no material differences between Canadian GAAP and U.S. GAAP as it relates to the amounts for Fifth Third Insurance Services, Inc.

-----END PRIVACY-ENHANCED MESSAGE-----

EX-99.3

exv99w3

EX-99.4

exv99w4