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United States securities and exchange commission logo
August 2, 2022
David P. Yeager
Chairman and Chief Executive Officer
Hub Group, Inc.
2000 Clearwater Drive
Oak Brook, IL 60523
Re: Hub Group, Inc.
Form 10-K for
Fiscal Year Ended December 31, 2021
Response dated July
20, 2022
File No. 000-27754
Dear Mr. Yeager:
We have reviewed your July 20, 2022 response to our comment
letter and have the
following comments. In some of our comments, we may ask you to provide
us with information
so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your response to these comments, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
July 6, 2022 letter.
Response dated July 20, 2022
General
1. We note your response
to prior comment 2 states that all risks, including climate-related
risks, are overseen
collectively by the Board, Audit Committee and management.
However, it does not
appear that there is any reference to climate change or related risks,
despite that the ESG
Materiality Matrix on page 5 your Sustainability Report March 2022
states that all topics
in the matrix are material, including climate strategy, and that the
most pressing risks
include those relating to energy, emissions and air quality. In
addition, we note the
sustainability initiatives on page 7 of your Sustainability Report
March 2022 and that
your sustainability policy issued in March 2022 states your goal is to
be a "leader in the
logistics industry in minimizing impact to our shared environment."
Please revise your
disclosure to more specifically address the role of your Board of
David P. Yeager
Hub Group, Inc.
August 2, 2022
Page 2
Directors, Audit Committee and management in overseeing climate
change-related risks.
Risk Factors, page 6
2. Your response to prior comment 3 discusses capital expenditures
related to transition
risks, but does not adequately address our prior comment. Please
describe the
relevant transition risks you analyzed, including the items noted in
our prior comment, and
explain how you assessed the effects of these risks for purposes of
disclosure in your SEC
filings.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
22
3. We note your response to prior comment 5 stating that that indirect
consequences of
climate-related regulation or business trends have not been and are
not expected to be
material. Please describe the indirect consequences you considered in
your analysis and
tell us how you concluded that they were immaterial. Please ensure
your response
specifically addresses each item from our prior comment.
4. Please provide us with additional detail supporting your statement in
response to our prior
comment 6 that the physical effects of climate change have not and are
not expected to
materially affect your business. In that regard, we note your risk
factors titled "Relatively
small increases in our transportation and warehouse costs that we are
unable to pass
through to our customers are likely to have a significant adverse
effect on our gross
margin and operating income" and "Extreme or unusual weather
conditions can disrupt
our operations, impact freight volumes, and increase our costs, all of
which could have a
material adverse effect on our business results" on page 9. Please
ensure you address each
of the items specifically noted in our prior comment and provide
quantitative information
with your response.
Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or
Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
FirstName LastNameDavid P. Yeager Sincerely,
Comapany NameHub Group, Inc.
Division of
Corporation Finance
August 2, 2022 Page 2 Office of Energy
& Transportation
FirstName LastName