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) February 25, 2008

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):

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

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

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

¨ 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

Item 8.01 Other Events

On February 25, 2008, Humana Inc. (the “Company”) issued a press release, a copy of which is attached hereto as Exhibit 99 and is incorporated herein by reference, concerning the signing of a definitive agreement to purchase the Medicare Advantage contract for individual enrollees and related assets in Las Vegas, Nevada, from UnitedHealth Group as more fully described in the attached Press Release.

Item 9.01 Financial Statements and Exhibits

(c) 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/ Kathleen Pellegrino
	Kathleen Pellegrino Vice President and Acting General Counsel

Dated: February 25, 2008

INDEX TO EXHIBITS

Exhibit No.	Description
99	Press Release

EX-99

Exhibit 99

	Humana Inc. 500 West Main Street P.O. Box 1438 Louisville, KY 40201-1438 http://www.humana.com
n e w s  r e l e a s e

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
John Penshorn 952-936-7214 John_s_Penshorn@uhc.com

Humana Announces Intent to Acquire UnitedHealth Group’s

Medicare Business in Las Vegas

LOUISVILLE, Kentucky — February 25, 2008 — Humana Inc. (NYSE: HUM) today announced it has signed a definitive agreement to purchase the Medicare Advantage contract and related assets associated with the Las Vegas, Nevada individual SecureHorizons Medicare Advantage HMO business of UnitedHealth Group (NYSE: UNH). The transaction has been approved by the Department of Justice and is subject to regulatory approvals from the Centers for Medicare and Medicaid Services and the Nevada Division of Insurance.

The transaction is forecast to increase Humana’s Medicare Advantage HMO membership by over 25,000 with members primarily residing in Clark and Nye counties in Nevada. Nearly 70% of Nevada’s Medicare eligibles are located in these two counties. UnitedHealth Group and Humana have agreed to work together to ensure a seamless transition of this Medicare business and will notify affected members as details become available. Humana and UnitedHealth Group emphasized that post-divestiture, these members will continue to see the same health care

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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

providers and receive the same benefits they currently have, and there will be no interruption in their health care coverage.

“Humana is pleased to significantly expand our presence in Nevada by serving over 25,000 new Las Vegas-area members,” said Stefen Brueckner, vice president of senior products for Humana. “We are dedicated to engaging our health-care consumers through actionable information and guidance, and we look forward to welcoming these new members once this transaction is completed.”

The transaction price of approximately $185 million in cash consideration is expected to be financed through a combination of cash and debt. Humana further commented that the transaction is not expected to significantly impact its guidance for 2008 diluted earnings per common share.

Humana Cautionary Statement

This news release contains statements and that are forward-looking. The forward-looking statements herein are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking items may be significantly impacted by certain risks and uncertainties described in the company’s Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission.

About Humana

Humana Inc., headquartered in Louisville, Kentucky, is one of the nation’s largest publicly traded health and supplemental benefits companies, with approximately 11.5 million medical members. Humana is a full-service benefits solutions company, offering a wide array of health and supplemental benefit plans for employer groups, government programs and individuals.

Over its 47-year history, Humana has consistently seized opportunities to meet changing customer needs. Today, the company is a leader in consumer engagement, providing guidance that leads to lower costs and a better health plan experience throughout its diversified customer portfolio.

More information regarding Humana is available to investors via the Investor Relations page of

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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

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;

• Replay of most recent earnings release conference calls;

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

• Corporate Governance information.

About UnitedHealth Group

UnitedHealth Group is a diversified health and well-being company dedicated to making health care work better. Headquartered in Minneapolis, Minnesota, UnitedHealth Group offers a broad spectrum of products and services through seven operating businesses: UnitedHealthcare, Ovations, AmeriChoice, Uniprise, OptumHealth, Ingenix, and Prescription Solutions. Through its family of businesses, UnitedHealth Group serves approximately 70 million individuals nationwide.

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