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) August 26, 2010

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On August 26, 2010, the Organization & Compensation Committee (the “Committee”) of the Board of Directors of Humana Inc. (the “Company”) approved several compensatory arrangements with respect to Venkata Rajamannar Madabhushi, the Company’s Senior Vice President and Chief Innovation and Marketing Officer. At the time of Mr. Rajamannar’s hiring, it was contemplated that he would relocate to the Louisville, Kentucky area. Since that time, Mr. Rajamannar has determined based on unforeseen personal circumstances to transition to residence in Louisville while temporarily maintaining a residence in Cincinnati, Ohio. In recognition of the fact that he will therefore need to temporarily commute to the Louisville area, the Committee has determined to provide Mr. Rajamannar with (i) a compensatory annual commuting allowance of $65,000, prorated for the remainder of 2010, (ii) a compensatory local housing allowance of $30,000, prorated for the remainder of 2010, and (iii) an increase of $37,500 in his base salary.

Item 8.01 Other Events.

On August 26, 2010, Humana Inc. issued a press release announcing that Chief Executive Officer Michael B. McCallister has been elected chairman of the company’s Board of Directors, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99	Press Release issued by the Company on August 26, 2010

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: August 26, 2010

INDEX TO EXHIBITS

Exhibit No.	Description
99	Press Release issued by the Company on August 26, 2010

EX-99

Exhibit 99

p r e s 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 CEO Michael B. McCallister Elected Chairman

Of Humana’s Board of Directors

David A. Jones, Jr., steps down as chairman; remains as board member

LOUISVILLE, Ky. – August 26, 2010 – Humana Inc. (NYSE: HUM) announced today that Chief Executive Officer Michael B. McCallister has been elected chairman of the company’s board of directors effective immediately.

At its regular bimonthly meeting, the board voted unanimously to elect Mr. McCallister after accepting the voluntary resignation of David A. Jones, Jr., as board chairman. Mr. Jones, who is the founder and managing director of Chrysalis Ventures, a Louisville-based venture capital firm, will remain on the board. Mr. McCallister will continue to serve as the company’s chief executive officer.

The board also voted to establish the position of lead independent director and appointed Kurt J. Hilzinger to serve in that position until April 2012.

“It’s been a privilege to serve as Humana’s chairman,” Mr. Jones said. “I am proud of the company’s growth, innovation and promise, and I’m confident in Mike McCallister’s leadership and strategic vision.”

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p r e s 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

Mr. McCallister, who has served as chief executive officer and a member of the board since 2000, commented, “I am grateful for my board colleagues’ vote of confidence and I look forward keenly to fulfilling the additional responsibility of board chairman with their superb counsel and support.”

Since Mr. Jones became chairman in April 2005, the company’s revenues have grown from $13.1 billion in 2004 to $31.0 billion in 2009. Net income, earnings per share and operating cash flow over the same period grew from $270 million to $1.04 billion, $1.66 to $6.15 and $344 million to $1.42 billion, respectively.

During these years the company significantly advanced its reputation as an innovator in developing consumer-focused health benefit plans and services. It also achieved national recognition for service excellence – to its members, through numerous J.D. Power awards; and to its physician partners, through the annual athenahealth physician survey in which doctors named Humana “easiest to do business with” among all major health insurers in each of the past two years.

“Humana will celebrate the 50 ^th anniversary of its founding next year,” Mr. Jones said. “The company is a great example of the power of entrepreneurial spirit and ingenuity, and I’m excited about its future. Meanwhile, I look forward to continuing to build the next generation of innovative companies through Chrysalis Ventures.”

About Humana

Humana Inc., headquartered in Louisville, Kentucky, is one of the nation’s largest publicly traded health and supplemental benefits companies, with approximately 10.3 million medical members and 7.3 million specialty-benefit members.

Humana is a full-service benefits-solutions company, offering a wide array of health and supplementary benefit plans for employer groups, government programs and individuals.

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p r e s 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

Over its 49-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 the company’s Web site at http://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 (includes upcoming earnings conference call dates and times, as well as planned interaction with research analysts and institutional investors)

• Corporate Governance Information

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