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United States securities and exchange commission logo
July 6, 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
Filed February 25,
2022
File No. 000-27754
Dear Mr. Yeager:
We have reviewed your filing 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.
Form 10-K filed February 25, 2022
General
1. We note that you
provided more expansive disclosure in your Sustainability Report March
2022 than you provided
in your SEC filings. Please advise us what consideration you
gave to providing the
same type of climate-related disclosure in your SEC filings as you
provided in your
Sustainability Report March 2022.
2. We note the statements
made regarding energy, emissions, and air quality in your
Sustainability Report
March 2022 along with the sustainability policy you issued in March
2022. Please tell us
how the disclosure in your proxy statement addresses the role of your
Board of Directors in
overseeing climate change-related risks. Your response should
explain how the Board
administers its oversight function with regard to climate change-
related risks and the
effect this has on its leadership structure. Refer to Item 407(h) of
Regulation S-K.
David P. Yeager
Hub Group, Inc.
July 6, 2022
Page 2
Risk Factors, page 6
3. Disclose the material effects of transition risks related to climate
change that may affect
your business, financial condition, and results of operations, such as
market trends that
may alter business opportunities, credit risks, or technological
changes.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
22
4. We note your Sustainability Report March 2022 reflects that you have
adopted certain
sustainability initiatives to increase efficiencies and reduce GHG
emissions such as
implementing an electric vehicle pilot in 2021 and ordering a fleet of
more efficient trucks
to replace older models. Revise your disclosure to identify any
material past and/or future
capital expenditures for climate-related projects or tell us why you
believe they are not
material. Please provide quantitative information for each of the
periods for which
financial statements are presented in your Form 10-K and for any
future periods as part of
your response.
5. To the extent material, discuss the indirect consequences of
climate-related regulation or
business trends, such as the following:
decreased demand for goods or services that produce significant
greenhouse gas
emissions or are related to carbon-based energy sources;
increased demand for services that result in lower emissions than
competing
products;
increased competition to develop innovative new services that
result in lower
emissions;
increased demand for generation and transmission of energy from
alternative energy
sources; and
any anticipated reputational risks resulting from operations or
services that produce
material greenhouse gas emissions.
6. If material, discuss the physical effects of climate change on your
operations and results.
This disclosure may include the following:
severity of weather, such as floods, hurricanes, sea levels,
extreme fires, and water
availability and quality;
quantification of material weather-related damages to your property
or operations;
potential for indirect weather-related impacts that have affected
or may affect your
major customers or suppliers;
decreased agricultural production capacity of your customers
located in areas affected
by drought or other weather-related changes; and
any weather-related impacts on the cost or availability of
insurance.
FirstName LastNameDavid P. Yeager
Your response should include quantitative information for each of the
periods for which
Comapany NameHub
financial Group,
statements areInc.
presented in your Form 10-K and explain
whether changes are
July 6, expected
2022 Pagein2future periods.
FirstName LastName
David P. Yeager
FirstName
Hub Group,LastNameDavid P. Yeager
Inc.
Comapany
July 6, 2022NameHub Group, Inc.
July 6,3 2022 Page 3
Page
FirstName LastName
7. We note your disclosures on pages 13 and 14 of your Form 10-K
regarding compliance
with environmental laws and regulations, including those relating to
climate change.
Please tell us about and quantify compliance costs related to climate
change for each of
the periods covered by your Form 10-K and whether increased amounts
are expected to be
incurred in future periods.
8. If material, please discuss any purchase or sale of carbon credits or
offsets and the effects
on your business, financial condition, and results of operations. To
the extent applicable,
ensure you provide quantitative information with your response for
each of the periods for
which financial statements are presented in your Form 10-K and for any
future periods.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Please contact Anuja A. Majmudar, Attorney-Adviser, at (202) 551-3844 or
Karina
Dorin, Attorney-Adviser, at (202) 551-3763 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy
& Transportation