8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

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 21, 2012

Humana Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-5975                                          61-0647538

(Commission File Number)                      (IRS Employer Identification No.)

500 West Main Street, Louisville, KY                          40202

(Address of Principal Executive Offices)                         (Zip Code)

502-580-1000

(Registrant's Telephone Number, Including Area Code)

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

      Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

      o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01   Regulation FD Disclosure.

A press release was issued by Humana Inc. today announcing that the Company has completed its previously announced acquisition of Metropolitan Health Networks, Inc.  A copy of the release is attached hereto as Exhibit 99 and is incorporated herein by reference.

Item 9.01   Financial Statements and Exhibits.

(d)   Exhibits:

Exhibit No.                                          Description                                                                  

99 Press Release

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.

HUMANA INC.

BY:     /s/   Steven E. McCulley                               

              Steven E. McCulley

              Vice President and Controller

              (Principal Accounting Officer)

Dated:    December 21, 2012

INDEX TO EXHIBITS

Exhibit No.            Description                                                                 

99 Press Release

EX-99

n e w s  r e l e a s e                                               Humana Inc.

500 West Main Street

P.O. Box 1438

Louisville, KY  40201-1438

http://www.humana.com

FOR MORE INFORMATION CONTACT:

Regina Nethery

Humana Investor Relations

502.580.3644

Rnethery@humana.com

Tom Noland

Humana Corporate Communications

502.580.3674

Tnoland@humana.com

Humana Completes Acquisition of Metropolitan Health Networks, Inc.

LOUISVILLE, KY (December 21, 2012) – Humana Inc. (NYSE: HUM) today announced that it has completed its previously announced acquisition of Metropolitan Health Networks, Inc. (NYSE: MDF) in a transaction valued at approximately $850 million plus transaction costs.  Headquartered in Boca Raton, Florida, Metropolitan is a Medical Services Organization that provides and coordinates medical care for approximately 87,500 Medicare Advantage, Medicaid, and other beneficiaries, primarily in Florida utilizing a primary care-centric business model.  Metropolitan’s integrated care delivery systems include approximately 35 state-of-the-art primary care medical centers and a robust network of affiliated physicians serving mainly Humana members.

In connection with the closing of this transaction, Metropolitan stockholders will receive $11.25 per share in cash from Humana for each Metropolitan share held.  Humana will also repay all of Metropolitan’s outstanding debt.

Humana has financed the transaction primarily through the recent issuance of senior notes.  The company continues to anticipate the transaction to be modestly accretive to its earnings for the year ending December 31, 2013 (FY13).  Humana expects to update its earnings guidance for FY13 to reflect the closing of the Metropolitan acquisition in conjunction with its fourth quarter 2012 earnings release on February 4, 2013.

Cautionary Statement

This news release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. When used in investor presentations, press releases, Securities and Exchange Commission (SEC) filings, and in oral statements made by or with the approval of one of Humana’s executive officers, the words or phrases like “expects,” “anticipates,” “intends,” “likely will result,” “estimates,” “projects” or variations of such words and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and assumptions, including, among other things, information set forth in the “Risk Factors” section of Humana’s SEC filings, as well as the other information that Humana may provide with respect to the pending merger, a summary of which includes but is not limited to the following:

-   If Humana does not design and price its products properly and competitively, if the premiums Humana charges are insufficient to cover the cost of health care services delivered to its members, if the company is unable to implement clinical initiatives to provide a better health care experience for its members, lower costs and appropriately document the risk profile of its members, or if its estimates of benefit expenses are inadequate, Humana’s profitability could be materially adversely affected. Humana estimates the costs of its benefit expense payments, and designs and prices its products accordingly, using actuarial methods and assumptions based upon, among other relevant factors, claim payment patterns, medical cost inflation, and historical developments such as claim inventory levels and claim receipt patterns. These estimates, however, involve extensive judgment, and have considerable inherent variability because they are extremely sensitive to changes in payment patterns and medical cost trends.

-   If Humana fails to effectively implement its operational and strategic initiatives, including its Medicare initiatives, the company’s business may be materially adversely affected, which is of particular importance given the concentration of the company’s revenues in the Medicare business.

-   If Humana fails to properly maintain the integrity of its data, to strategically implement new information systems, to protect Humana’s proprietary rights to its systems, or to defend against cyber-security attacks, the company’s business may be materially adversely affected.

-   Humana’s business may be materially adversely impacted by CMS’s adoption of a new coding set for diagnoses.

-   Humana is involved in various legal actions and governmental and internal investigations, including without limitation, an ongoing internal investigation and litigation and government  requests for information related to certain aspects of its Florida subsidiary operations, any of which, if resolved unfavorably to the company, could result in substantial monetary damages. Increased litigation and negative publicity could increase the company’s cost of doing business.

-   As a government contractor, Humana is exposed to risks that may materially adversely affect its business or its willingness or ability to participate in government health care programs.

-   Recently enacted health insurance reform, including The Patient Protection and Affordable Care Act and The Health Care and Education Reconciliation Act of 2010, could have a material adverse effect on Humana’s results of operations, including restricting revenue, enrollment and premium growth in certain products and market segments, restricting the company’s ability to expand into new markets, increasing the company's medical and operating costs by, among other things, requiring a minimum benefit ratio on insured products (and particularly how the ratio may apply to Medicare plans, including aggregation, credibility thresholds, and its possible application to prescription drug plans), lowering the company’s Medicare payment rates and increasing the company’s expenses associated with a non-deductible federal premium tax and other assessments; financial position, including the company's ability to maintain the value of its goodwill; and cash flows. In addition, if the new non-deductible federal premium tax and other assessments, including a three-year commercial reinsurance fee, were imposed as enacted, and if Humana is unable to adjust its business model to address these new taxes and assessments, such as through the reduction of the company’s operating costs, there can be no assurance that the non-deductible federal premium tax and other assessments would not have a material adverse effect on the company’s results of operations, financial position, and cash flows.

-   Humana’s business activities are subject to substantial government regulation. New laws or regulations, or changes in existing laws or regulations or their manner of application could increase the company’s cost of doing business and may adversely affect the company’s business, profitability and cash flows.

-   Any failure to manage administrative costs could hamper Humana’s profitability.

-   Any failure by Humana to manage acquisitions and other significant transactions successfully may have a material adverse effect on its results of operations, financial position, and cash flows.

-   If Humana fails to develop and maintain satisfactory relationships with the providers of care to its members, the company’s business may be adversely affected.

-   Humana’s pharmacy business is highly competitive and subjects it to regulations in addition to those the company faces with its core health benefits businesses.

-   Changes in the prescription drug industry pricing benchmarks may adversely affect Humana’s financial performance.

-   If Humana does not continue to earn and retain purchase discounts and volume rebates from pharmaceutical manufacturers at current levels, Humana’s gross margins may decline.

-   Humana’s ability to obtain funds from its subsidiaries is restricted by state insurance regulations.

-   Downgrades in Humana’s debt ratings, should they occur, may adversely affect its business, results of operations, and financial condition.

-   Changes in economic conditions could adversely affect Humana’s business and results of operations.

-   The securities and credit markets may experience volatility and disruption, which may adversely affect Humana’s business.

-   Given the current economic climate, Humana’s stock and the stock of other companies in the insurance industry may be increasingly subject to stock price and trading volume volatility.

In making forward-looking statements, Humana is not undertaking to address or update them in future filings or communications regarding its business or results. In light of these risks, uncertainties, and assumptions, the forward-looking events discussed herein may or may not occur. There also may be other risks that the company is unable to predict at this time. Any of these risks and uncertainties may cause actual results to differ materially from the results discussed in the forward-looking statements.

Humana advises investors to read the following documents as filed by the company with the SEC for further discussion both of the risks it faces and its historical performance:

-   Form 10-Ks for the year ended December 31, 2011;

-   Form 10-Qs for the quarters ended March 31, 2012, June 30, 2012, and September 30, 2012 (as amended by the Form 10-Q/A filed on December 4, 2012);

-   Form 8-Ks filed during 2012.

About Humana

Humana Inc., headquartered in Louisville, Kentucky, is a leading health care company that offers a wide range of insurance products and health and wellness services that incorporate an integrated approach to lifelong well-being. By leveraging the strengths of its core businesses, Humana believes it can better explore opportunities for existing and emerging adjacencies in health care that can further enhance wellness opportunities for the millions of people across the nation with whom the company has relationships.

More information regarding Humana is available to investors via the Investor Relations page of the company’s web site at www.humana.com, including copies of:

-   Annual reports to stockholders;

-   Securities and Exchange Commission filings;

-   Most recent investor conference presentations;

-   Quarterly earnings news releases;

-   Replays of most recent earnings release conference calls;

-   Calendar of events (including upcoming earnings conference call dates and times, as well as planned interaction with research analysts and institutional investors);

-   Corporate Governance information

About Metropolitan

Metropolitan Health Network, Inc., a subsidiary of Humana Inc., is a growing health care company that provides and coordinates comprehensive health care services for Medicare Advantage, Medicaid, and other customers through its primary care-centric businesses, MetCare of Florida, Inc., Continucare Corporation, and Symphony Health Partners, Inc.  Metropolitan currently owns and operates approximately 35 medical centers and contracts with a network of independent primary care practices.