hmhs4-06


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)    March 30, 2006

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 1.01    Entry Into a Material Definitive Agreement


                  An Amendment of Solicitation/Modification of Contract ("Amendment") to the contract between Humana Military Healthcare Services, Inc. ("HMHS"), a wholly-owned subsidiary of Humana Inc., and the United States Department of Defense TRICARE Management Activity ("TMA") concerning Humana's contract with TMA for administration of the TRICARE program in TMA's South Region became effective as of April 1, 2006. A copy of the Amendment is attached hereto as Exhibit 99 and is incorporated herein by reference.

                  The Amendment (i) extends the term of the contract through Option Period III, which runs from April 1, 2006 to March 31, 2007, and (ii) incorporates into the contract the parties' negotiated target underwritten health care cost and underwriting fee for Option Period III.

                  Humana Military Healthcare Services, Inc. ("HMHS"), headquartered in Louisville, Kentucky, has been a TMA contractor for the TRICARE program since July 1, 1996. In August 2003, HMHS was awarded the contract to provide health benefits support and services to approximately 2.8 million active duty and retired military and their eligible family members in the ten state South Region.

                  Revenues associated with the contract and the earnings thereon are included in Humana's 2006 consolidated guidance.

 

Item 9.01   Financial Statements and Exhibits.

(c)   Exhibits:

Exhibit No.                                          Description                                                                  

       99              Amendment

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:  Arthur P. Hipwell                     
           Arthur P. Hipwell
           Senior Vice President
           and General Counsel

 

Dated:    April 5, 2006

INDEX TO EXHIBITS


Exhibit No.                                                  Description                                                                 

       99              Amendment

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

AMENDMENT OF SOLICITATION/MODIFICATION OF CONTRACT

1. Contract ID Code
    V

Page        of Pages
   1                 8

2. Amendment/Modification No.
  P00168

3. Effective Date
2006 03 30

4. Requisition/Purchase Req. No.
    06-CMA-0466

5. Project No. (if applicable)
   Blk. 14

6. Issued By                                                  Code MDA906
DEPARTMENT OF DEFENSE
TRICARE MANAGEMENT ACTIVITY/CM
16401 E. CENTRETECH PARKWAY
AURORA, CO 80011-9066
ANGIE FIGUEROA 303 676-3626

7. Administered By (if other than Item 6)                    Code
SEE BLOCK 6

8. Name and Address of Contractor (No., Street, County, and Zip Code)

HUMANA MILITARY HEALTHCARE SERVICES,               Vendor ID: 00000265
500 W. MAIN STREET                                                               DUNS: 805349198
P.O. BOX 740062
LOUISVILLE KY 40202                                                            CAGE: 050S0

(x)

9A. Amendment of Solicitation No.

9B. Date (See Item 11)



X

10A. Modification of Contract/Order No.
MDA906-03-C-0010

10B. Date (See Item 13)
August 27, 2003

Code

Facility Code

   

11. THIS ITEM ONLY APPLIES TO AMENDMENTS OF SOLICITATIONS

[ ] The above numbered solicitation is amended as set forth in item 14. The hour and date specified for receipt of Offers [ ] is extended [ X ] is not extended. Offers must acknowledge receipt of this amendment prior to the hour and date specified in the solicitation or as amended, by one of the following methods: (a) By completing items 8 and 15, and returning _____ copies of the amendment; (b) By acknowledging receipt of this amendment on each copy of the offer submitted; or (c) By separate letter or telegram which includes a reference to the solicitation and amendment numbers. FAILURE OF YOUR ACKNOWLEDGMENT TO BE RECEIVED AT THE PLACE DESIGNATED FOR THE RECEIPT OF OFFERS PRIOR TO THE HOUR AND DATE SPECIFIED MAY RESULT IN REJECTION OF YOUR OFFER. If by virtue of this amendment you desire to change an offer already submitted, such change may be made by telegram or letter, provided each telegram or letter makes reference to the solicitation and this amendment, and is received prior to the opening hour and date specified.

12. Accounting and Appropriation Data (if required)

See Schedule $ US XXX

13. THIS ITEM APPLIES ONLY TO MODIFICATIONS OF CONTRACT/ORDERS.
IT MODIFIES THE CONTRACT/ORDER NO. AS DESCRIBED IN ITEM 14.

(x)

A. This change order is issued pursuant to: (Specify authority) The changes set forth in item 14 are made in the Contract Order No. in item 10A.

 

B. The above numbered Contract/Order is modified to reflect the administrative changes (such as changes in paying office, appropriation date, etc) Set forth item 14, pursuant to the authority of FAR 43.103(b)

X

C. This supplemental agreement is entered into pursuant to authority of:
See Block 14 below

 

D. Other (Specify type of modification and authority)

E. IMPORTANT: Contractor [ ] is not, [ X ] is required to sign this document and return 1 copies to the issuing office.

14. Description of Amendment/Modification (Organized by UCF section headings, including solicitation/contract subject matter where feasible.)

The purpose of modification no. P00168 (Reference Conreq No.s 14137 and 14138) is to incorporate OP III target cost and fee and to exercise OP III.

Block 12: Paragraph H.. Contractor Financial Underwriting of Healthcare costs and FAR 52.217-9, OPTION TO EXTEND THE TERM OF THE CONTRACT (Mar 2000).

See continuation sheet.

 

Except as provided herein, all terms and conditions of the document referenced in item 9A or 10A, as heretofore changed, remains unchanged and in full force and effect.

15A. Name and Title of Signer (Type or Print)
David J. Baker
President & CEO

16A. Name and title of Contracting Officer (Type or Print)
DEANNA J. MONTOYA                                         303 676-3816
CONTRACTING OFFICER
Deanna.montoya@tma.osd.mil

15B. Contractor/Offeror


/s/David J. Baker
_________________________________
(Signature of person authorized to sign)

15C. Date Signed

03-30-06

16B. United States of America


/s/ Deanna J. Montoya

_______________________________
(Signature of Contracting Officer)

16C. Date Signed

2006 03 30

NSN 7540-01-152-8070                                                            30-105                                                       STANDARD FORM 30 (REV. 10-83)
PREVIOUS EDITIONS UNUSABLE                                                                                                        Prescribed by GSA FAR (48 CFR) 53.243