HUMHumana

Please expand your discussion of the reasons you believe that your leadership structure is appropriate, addressing your specific characteristics or circumstances. In your discussion, please also address the circumstances under which you would consider having the Chair and CEO roles filled by a single individual, when shareholders would be notified of any such change, and whether you will seek prior input from

Rest of the question

shareholders.

No reply letter found.

Please expand upon the role that your Chair plays in the leadership of the board. For example, please enhance your disclosure to address whether or not your Chair may: • require board consideration of, and/or override your CEO on, any risk matters; or • provide input on design of the board itself.

No reply letter found.

Please expand upon how your board administers its risk oversight function. For example, please disclose: • the timeframe over which you evaluate risks (e.g., short-term, intermediate-term, or long-term) and how you apply different oversight standards based upon the immediacy of the risk assessed; • whether you consult with outside advisors and experts to anticipate future threats and trends, and how often you

Rest of the question

re-assess your risk environment; • how the board interacts with management to address existing risks and identify significant emerging risks; • to whom your Chief Compliance Officer reports; and • how your risk oversight process aligns with your disclosure controls and procedures.

No reply letter found.

You disclose here that you expect a loss of approximately $365 million upon the sale of KMG America Corporation expected to close in the third quarter of 2018 and update this expected loss to approximately $350 million on page 8 of your March 31, 2018 Form 10- Q.

Rest of the question

Please tell us why you do not record any of this anticipated loss at December 31, 2017 or March 31, 2018 and reference for us the authoritative literature you relied upon to support your accounting. In your response specifically tell us whether your impending sale of KMG America Corporation qualifies for held for sale classification as stipulated in ASC 360-10-45-9 and address the following: • If so, tell us: o Why you do not record the apparent $365 million in loss in fair value at December 31, 2017 and the apparent $15 million recovery at March 31, 2018 as stipulated in ASC 360-10-35-38 through 35-42; o How your ongoing accounting complies with ASC 360-10-35-43; o How your presentation complies with ASC 360-10-45-14; and o How your disclosure complies with ASC 360-10-50-3A; • If not, tell us why you fail to qualify for held for sale classification and separately explain whether there is any asset impairment associated with this subsidiary and your assessment for additional loss reserves associated with the long-term care policies or any other policies at this subsidiary; and • In any regard, provide us the computations of your expected losses at both December 31, 2017 and March 31, 2018.

No numbered answer found in the reply. Read the reply ↗