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FORM 10-Q

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF

For Quarter Ended: March 31, 2003

Commission file number: 1-31310

HUB INTERNATIONAL LIMITED

(Exact name of registrant as specified in its Charter)

(877) 402-6601

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ          No o

Indicate by check mark whether the registrant is an accelerated filer as defined in Rule 12b-2 of the Exchange Act.

Yes o          No þ

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

HUB INTERNATIONAL LIMITED

INDEX

PART I. FINANCIAL INFORMATION

Hub International Limited

As of March 31, 2003 and December 31, 2002

(the accompanying notes form an integral part of the interim financial statements)

Hub International Limited

For the three months ended March 31, 2003 and 2002

(the accompanying notes form an integral part of the interim financial statements)

Hub International Limited

For the three months ended March 31, 2003 and 2002

(the accompanying notes form an integral part of the interim financial statements)

Hub International Limited

For the three months ended March 31, 2003 and 2002

(the accompanying notes form an integral part of the interim financial statements)

Hub International Limited

For the three months ended March 31, 2003 and 2002 (unaudited)

2.  Summary of significant accounting policies

3.  Earnings per share

4. Commitments and contingencies

(a)	In connection with the Company’s executive share purchase plan, under certain circumstances the Company may be obligated to purchase loans for officers, directors and employees from a Canadian chartered bank totaling $5,417 and $5,077 as of March 31, 2003 and December 31, 2002, respectively, to assist in purchasing common shares of the Company. As collateral, the employees have pledged 598 and 602 common shares as of March 31, 2003 and December 31, 2002, respectively, which have a market value of $8,060 and $7,677 as of March 31, 2003 and December 31, 2002, respectively. Interest on the loans in the amount of $68 and $61 for the three months ended March 31, 2003 and 2002, respectively, was paid by the Company and is included in compensation expense.
(b)	The Company has committed to award, under the Company’s equity incentive plan, an aggregate of 266 restricted shares that will be paid for by the participants (none of whom are members of senior management or directors of the Company) with loans either from the Company or from a bank (guaranteed by the Company). In addition, the Company has committed to award an aggregate of 471 restricted share units that are exercisable for common shares, without payment of cash consideration. As of March 31, 2003, no restricted shares or restricted share units had been awarded or issued.
(c)	The Company anticipates that stock options will be granted in February 2004 in partial consideration of executive management profitability bonuses for 2003. Management has estimated the amount of these bonuses for 2003, and the fair value of stock options likely to be granted. In accordance with the Canadian Institute of Chartered Accountants (CICA) Accounting Standards Board Handbook Section 3870, “Stock-Based Compensation and Other Stock-Based Payments”, the fair value of these options is being recognized as an expense evenly over the period they are earned. The expense for these options for the three months ended March 31, 2003 was $349 and is included in non-cash stock option compensation with an offsetting credit to contributed surplus.
(d)	Contingent consideration may be issued in connection with the 2001 acquisition of J.P. Flanagan Corporation (Flanagan) as follows:

	The 2003 shares include 38 shares in each category that have been carried over from 2002. The former owners of Flanagan will be entitled to receive the 2002 shares if the 2003 contingent consideration targets are met or exceeded.
	In connection with the 2002 acquisition of C.S. Nenner Insurance Agency, Inc. (Nenner) the former owners of Nenner are entitled to contingent consideration based upon the acquired operations achieving profitability targets over a period of three years from the date of acquisition. As of March 31, 2003, we estimate the total contingent payment for Nenner to be approximately $4,500 of which 90% is payable in cash and 10% is payable in common shares. As of March 31, 2003, the Company has recorded liabilities and the related adjustment to goodwill as it related to this contingent consideration in the amount of $486 based upon amounts earned to-date by the former owners of Nenner. In addition, diluted shares outstanding has been increased for the common shares that will be issued.

(e)

In the ordinary course of business, the Company and its subsidiaries are subject to various claims and lawsuits consisting primarily of alleged errors and omissions in connection with the placement of insurance. In the opinion of management, the ultimate resolution of all asserted and potential claims and lawsuits will not have a material adverse effect on the consolidated financial position or results of operations of the Company.

5.  Intangible assets