Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS
AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Mark One)
x	ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
For the Fiscal Year Ended December 31, 2007
OR
 
¨	TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934	
Commission File Number 1-5975
 
A.	Full Title of Plan: Humana Puerto Rico 1165(e) Retirement Plan	
 
B.	Name of Issuer of the Securities held Pursuant to the Plan and the Address of its Principal Executive Office:	
Humana Inc.
500 West Main Street
Louisville, Kentucky 40202

 

Table of Contents
Humana Puerto Rico 1165(e) Retirement Plan
Index
December 31, 2007 and 2006

 	 	 	
 	  	Page	
Report of Independent Registered Public Accounting Firm	  	2	
 	 	
Financial Statements	  	 	
 	 	
Statements of Net Assets Available for Benefits, December 31, 2007 and 2006	  	3	
 	 	
Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2007 and 2006	  	4	
 	 	
Notes to Financial Statements	  	5–11	
 	 	
Supplemental Schedule	  	 	
 	 	
Schedule of Assets (Held at End of Year), December 31, 2007	  	12	
 	 	
Signatures	  	13	
 	 	
Exhibit Index	  	14	
Note: Other Schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 (ERISA) have been omitted because they are not applicable.

Table of Contents
Report of Independent Registered Public Accounting Firm
To the Participants and Administrator of
Humana Puerto Rico 1165(e) Retirement Plan
In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits presents fairly, in all material respects, the net assets available for benefits of the Humana Puerto Rico 1165(e) Retirement Plan (the Plan) at December 31, 2007 and 2006, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets (held at end of year) is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

/s/ PricewaterhouseCoopers LLP	
 	
Louisville, Kentucky	
June 26, 2008	
 
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Humana Puerto Rico 1165(e) Retirement Plan
Statements of Net Assets Available for Benefits
December 31, 2007 and 2006

 	 	 	 	 	 	 	 	
 	  	2007	 	 	2006	
Assets	  	 	 	 	 	 	 	
 	 	 	
Investments, at fair value (Note 3)	  	$	14,242,706	 	 	$	11,147,451	
 	 	 	
Contributions receivable from participating employees	  	 	39,584	 	 	 	43,414	
Contributions receivable from employer	  	 	732,990	 	 	 	593,153	
Accrued interest and dividends	  	 	3,840	 	 	 	2,963	
 	  	 	 	 	 	 	 	
Total assets	  	 	15,019,120	 	 	 	11,786,981	
 	  	 	 	 	 	 	 	
Liabilities	  	 	 	 	 	 	 	
 	 	 	
Accrued expenses	  	 	16,729	 	 	 	17,690	
 	  	 	 	 	 	 	 	
Net assets available for benefits at fair value	  	 	15,002,391	 	 	 	11,769,291	
 	  	 	 	 	 	 	 	
Adjustments from fair value to contract value for fully benefit-responsive investment contracts	  	 	(34,900	)	 	 	14,698	
 	  	 	 	 	 	 	 	
Net assets available for benefits	  	$	14,967,491	 	 	$	11,783,989	
 	  	 	 	 	 	 	 	
The accompanying notes are an integral part of the financial statements.
 
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Humana Puerto Rico 1165(e) Retirement Plan
Statements of Changes in Net Assets Available for Benefits
Years Ended December 31, 2007 and 2006

 	 	 	 	 	 	 	
 	  	2007	  	2006	
Interest and dividend income	  	$	340,404	  	$	168,293	
 	 	 	
Contributions	  	 	 	  	 	 	
Participants	  	 	1,336,889	  	 	1,267,691	
Employer	  	 	1,231,621	  	 	1,063,692	
Net appreciation in fair value of investments	  	 	1,166,607	  	 	547,711	
 	  	 	 	  	 	 	
Total additions	  	 	4,075,521	  	 	3,047,387	
 	  	 	 	  	 	 	
Benefits paid to participants	  	 	809,629	  	 	1,252,300	
Administrative expenses	  	 	82,390	  	 	78,000	
 	  	 	 	  	 	 	
Total deductions	  	 	892,019	  	 	1,330,300	
 	  	 	 	  	 	 	
Net increase	  	 	3,183,502	  	 	1,717,087	
 	 	 	
Net assets available for benefits	  	 	 	  	 	 	
Beginning of year	  	 	11,783,989	  	 	10,066,902	
 	  	 	 	  	 	 	
End of year	  	$	14,967,491	  	$	11,783,989	
 	  	 	 	  	 	 	
The accompanying notes are an integral part of the financial statements.
 
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Humana Puerto Rico 1165(e) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006
 
1.	Summary of Plan	
The Humana Puerto Rico 1165(e) Retirement Plan (the Plan), is a qualified, trustee plan established for the benefit of the employees of Humana Health Plans of Puerto Rico, Inc., and Humana Insurance of Puerto Rico, Inc. and who are residents of Puerto Rico. The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA). Humana Inc. (Humana or the Company) is the sponsor of the Plan and is a full-service benefits solution company offering a wide array of health and supplemental benefit plans for employer groups, government benefit programs, and individuals. This document describes the Plan during 2007 and 2006.
 
 	a.	Contributions: The Plan maintains two accounts, the Pretax Savings Account and the Retirement Account, a profit sharing account.	
Any employee of the Company who is employed with a sponsoring employer is eligible to participate in the Plan’s Pretax Savings Account beginning on the employee’s date of hire. A participant, through payroll deductions, may contribute not less than 1% nor more than 10% of the participant’s annual compensation, not to exceed the Puerto Rico Tax Code limitation in effect for the calendar years, which was $8,000 for 2007 and 2006.
The Company automatically enrolls eligible participants at 4% (3% prior to April 1, 2007) of compensation, 45 days after the employee’s date of hire, unless the employee elects not to participate in the Pretax Savings Account or elects a different percentage up to 10%. On November 1, 2006, any associates hired before January 1, 2002 that had never participated in the 401(k) plan, were automatically enrolled at 3%, after a 45 day enrollment period. On April 1, 2007, the Company implemented an auto escalator which increased the employee contribution percentage for those contributing 0-5% by 1%. The Company’s matching contribution is equal to 50% of the participant’s contribution up to 6% of the participant’s annual compensation for any participating employee. The Board of Directors of the Company, at its option, may increase this matching percentage up to 100%. All matching contributions are funded bi-weekly and were invested in the Humana Stock Fund. Beginning on January 1, 2007, all matching contributions follow the participants’ investment elections. Once the matching contributions are funded, participants can transfer the matching contributions among any funds within the Plan.
After an employee completes two years of service with a sponsoring employer and has complied with certain other service requirements, the employee becomes eligible to participate in the profit sharing feature of the Plan. For the plan years ended December 31, 2007 and 2006, the Company declared a profit sharing contribution of approximately $703,800 and $576,100, respectively. This contribution was made into the Retirement Account of the Plan and was allocated to the participants based on an amount equal to 4% of each participating employee’s qualifying compensation earned during the plan year, plus 4% of any compensation that exceeds the social security taxable wage base. Contribution amounts are computed as of the end of each plan year and are nonforfeitable.
Contributions to the Plan by or on behalf of employees may be restricted in amount and as to timing so as to meet various requirements of the Internal Revenue Code (IRC) of 1986, as amended.
Each participant’s account is credited with the participant’s contributions, the Company’s contributions, the allocations of Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participants’ account balances.
 
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Humana Puerto Rico 1165(e) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

Participants may allocate contributions to the Pretax Savings Account and the Company’s contribution to the Retirement Account among various investment options in 1% increments. The Plan offers twelve mutual funds, the Humana Stock Fund, the Schwab Personal Choice Retirement Account (PCRA), which is a self-directed brokerage account and the Primco Stable Value Fund, as investment options. On September 1, 2006, five Schwab Target Funds were added as investment options. The Humana Stock Fund is a participant directed commingled fund that invests primarily in the Company’s stock with a minor portion of short-term investments. Ownership in the Humana Stock Fund is measured by units rather than shares of common stock. In the absence of such allocation, contributions were invested in the Primco Stable Value Fund until August 31, 2006, since then they are invested in one of the Schwab Target funds, based on a participant’s birth year. In connection with a change in allocation of a participant’s or the Company’s future contributions among the twelve investment options and a change in the investment of existing accounts, the purchases and sales due to fund transfers are transacted at the funds’ net asset value on the day the transaction is initiated.
Employee contributions are nonforfeitable. Participants who withdraw from the Pretax Savings Account prior to being credited with three years of service with the Company will forfeit the employer contributions. Once a participant has completed three years of service, the employer contributions become totally nonforfeitable.
 
 	b.	Forfeitures: Forfeited balances of terminated participants’ nonvested accounts are used to reduce future Company contributions. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. Employer contributions, forfeited as a result of withdrawal following termination of employment, will be available to reduce the amount of subsequent employer contributions to the Pretax Savings Account. If a former participant is re-employed prior to five consecutive one-year breaks in service and repays the amount of his/her distribution, then any forfeited employer contributions are restored to his/her account.	
For the years ended December 31, 2007 and 2006, forfeited nonvested accounts used to reduce employer contributions totaled $77,934 and $25,600, respectively. At December 31, 2007 and 2006, the balance of forfeited nonvested accounts available for reducing future employer contributions totaled $9,617 and $20,066, respectively.
 
 	c.	Withdrawals: The value of a participant’s interest, including employer contributions, is generally payable upon the occurrence of one of the following events: (1) the participant’s termination of employment; (2) a determination by the Company upon competent medical or other evidence that, by reason of permanent and total disability, the participant is incapable of performing the duties of his/her work; or (3) the participant’s death.	
In the event funds are needed because of extreme financial hardship, as defined by law, the participant may be allowed to make a withdrawal of his/her vested account balance. In addition, the Plan contains restrictions relating to minimum withdrawals and the frequency of withdrawals.
Benefits under the Plan are payable to withdrawing participants, including retirees, as follows:
 
 	(i)	A lump-sum distribution in cash or, in the event of a distribution from the Humana Stock Fund, partially or totally in Humana common stock, or	
 
 	(ii)	Monthly, quarterly or annual installments for a period of 5, 10, 15 or 20 years not to exceed the life expectancy of the participant, or the joint and last survivor expectancy of the participant and designated beneficiary, or	
 
 	(iii)	A life annuity paid monthly or quarterly, or	
 
 	(iv)	A life annuity with guaranteed payments for a period of 5, 10, 15 or 20 years.	
 
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Humana Puerto Rico 1165(e) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

If the vested account balance is less than $1,000, a lump-sum distribution will be made.
The Plan permits the employee to roll over contributions to another qualified plan. An employee must make a written request to the Plan for a rollover contribution. These contributions must comply with certain requirements before the Plan will authorize the rollover contribution.
Participants may borrow from their accounts. The aggregate of the loans to a participant shall not exceed the lesser of $50,000 or 50% of the vested portion of his/her participant contribution accounts, voluntary contribution accounts, plus his/her employer Pretax Savings Account to which he/she would be entitled to if he/she incurred a termination of employment. The minimum amount a participant may borrow is $1,000. Loan transactions are treated as a transfer to (from) the various investment funds from (to) the Participant Notes Receivable. Loan terms range from one to four years or up to ten years for the purchase of a primary residence. The loans are collateralized by the balance in the participant’s account and bear interest at a reasonable rate in accordance with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA, as determined by the Plan Administrator. Principal and interest are repaid ratably through payroll deductions.
 
2.	Summary of Significant Accounting Policies	
The following accounting policies, which conform to accounting principles generally accepted in the United States of America, have been used consistently in the preparation of the Plan’s financial statements.
 
 	a.	Basis of Accounting: The financial statements of the Plan are prepared under the accrual method of accounting. Withdrawals by participants are recorded when paid. Purchases and sales of securities are recorded on a settlement-date basis which approximates the trade date. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.	
 
 	b.	Valuation of Investments: The Plan’s investments are stated at fair value. Quoted market prices are used to value investments. Shares of mutual funds are valued at the net asset value of shares held by the Plan at year end. The Humana Stock Fund is comprised of shares of the Company’s common stock and a small portion of short-term investments. The Humana Stock Fund is measured by units and is valued based on the quoted closing market price of the Company’s common stock. Participant loans and investments in money market funds are valued at cost, which approximates fair value. The PCRA is a self-directed brokerage account, which is comprised of various investments such as cash, common stock, mutual funds, U.S. Governmental securities, and corporate bonds, and is valued based on quoted market prices. The Plan’s interest in the collective trusts is valued based on information provided by the investment advisor using the audited financial statements of the collective trust at year-end.	
 
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Humana Puerto Rico 1165(e) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

As described in Financial Accounting Standards Board Staff Position, FSP AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined Contribution Health and Welfare and Pension Plans  (the FSP), investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the plan. The plan invests in fully-benefit responsive investment contracts through a collective trust. As required by the FSP, the Statement of Net Assets Available for Benefits presents the fair value of the investment in the collective trust as well as the adjustment of the investment in the collective trust from fair value to contract value relating to the investment contracts. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
The Plan presents in the accompanying statements of changes in net assets available for benefits the net appreciation or depreciation in fair value of investments, which consists of both realized gains or losses and unrealized appreciation or depreciation.
 
 	c.	Administrative Expenses: Administrative expenses of the Plan are paid by the Plan and allocated to the participants’ accounts.	
 
 	d.	Management Estimates: The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosure of contingent assets and liabilities at the dates of the financial statements and the reported amounts of additions to and deductions from net assets during the reporting periods. Actual results could differ from those estimates.	
 
 	e.	Recent Accounting Pronouncements: In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standard No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 defines fair value, outlines a framework for measuring fair value, and details the required disclosures about fair value measurements. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The adoption of SPAS 157 did not have a material impact on the Statement of Net Assets or the Statement of Changes in Net Assets. Plan management is evaluating the disclosure provisions of SFAS 157 required in connection with the filing of the 2008 Form 11-K.	
 
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Humana Puerto Rico 1165(e) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

3.	Investments	
The Company appointed Schwab Retirement Plan Services as the recordkeeper and Charles Schwab Trust Company as the trustee.
The following table presents the fair value/contract value of investments at December 31, 2007 and 2006. Investments that individually represent 5% or more of the Plan’s assets have been separately identified.

 	  	2007	  	2006	 	
 	  	Shares	  	Fair Value	  	Shares	  	Fair Value	 	
Investments, at fair value	  	 	  	 	 	  	 	  	 	 	 	
Humana Common Stock	  	55,500	  	$	4,179,705	  	57,362	  	$	3,047,317	 	
Primco Stable Value Fund	  	80,822	  	 	1,881,428	  	87,897	  	 	1,905,666	 	
Artisan International	  	39,030	  	 	1,166,226	  	25,683	  	 	744,548	 	
Russell 3000 Stock Index Fund	  	50,402	  	 	1,106,164	  	47,722	  	 	995,300	 	
Schwab Instl Large Cap Cl	  	48,416	  	 	1,072,906	  	40,471	  	 	901,293	 	
Pimco Total Return—Admin Class	  	92,962	  	 	993,767	  	69,637	  	 	722,831	 	
Participant Loan Fund	  	 	  	 	815,119	  	 	  	 	726,389	 	
Mainstay Small Cap	  	—  	  	 	—  	  	33,291	  	 	694,470	 	
Other investments (individually less than 5% of Plan assets)	  	 	  	 	3,027,391	  	 	  	 	1,409,637	 	
 	  	 	  	 	 	  	 	  	 	 	 	
 	  	 	  	$	14,242,706	  	 	  	$	11,147,451	 	
 	  	 	  	 	 	  	 	  	 	 	 	
During 2007 and 2006, the Plan’s investments, including gains and losses on investments bought and sold, as well as held during the year, appreciated (depreciated) as follows:

 	  	2007	 	 	2006	
Mutual funds	  	$	(98,387	)	 	$	148,032	
Common/collective trusts	  	 	140,508	 	 	 	353,174	
Employer common stock	  	 	1,124,486	 	 	 	46,505	
 	  	 	 	 	 	 	 	
 	  	$	1,166,607	 	 	$	547,711	
 	  	 	 	 	 	 	 	
The quoted closing market price of the Company’s common stock was $75.31 at December 31, 2007 and $41.48 at June 25, 2008.
 
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Humana Puerto Rico 1165(e) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

4.	Investment Contracts	
At December 31, 2007 and 2006, the Primco Stable Value Fund represented traditional and synthetic GICs in which the Plan has an approximate 1% interest and the Humana Retirement and Savings Plan has an approximate 99% interest. The Plan’s total investment in the contracts held by the Primco Stable Value fund as of December 31, 2007 and 2006 were as follows:

 	  	2007	  	2006	
Investments, at fair value	  	 	 	  	 	 	
Investment contracts – banks	  	 	 	  	 	 	
State Street Bank & Trust Synthetic GIC	  	$	457,002	  	$	465,206	
NATIXIS Capital Markets Synthetic GIC	  	 	388,535	  	 	400,728	
Bank of America Synthetic GIC	  	 	312,933	  	 	326,913	
JP Morgan Chase Bank Synthetic GIC	  	 	319,236	  	 	318,781	
Wachovia Bank Traditional GIC	  	 	45,919	  	 	20,488	
Investment contracts – insurance companies	  	 	 	  	 	 	
Monumental Life Ins Co. Synthetic GIC	  	 	317,721	  	 	325,389	
Pacific Life Synthetic GIC	  	 	40,082	  	 	48,161	
 	  	 	 	  	 	 	
 	  	$	1,881,428	  	$	1,905,666	
 	  	 	 	  	 	 	
The Plan holds an interest in the Primco Stable Value Fund which invests in GICs, which are contracts between an insurance company and the fund that provides for guaranteed returns on principal amounts invested over various periods of time. The Term “synthetic” investment contract is used to describe a variety of investment contracts under which a Plan retains ownership of the invested assets, or owns units of an account or trust which holds the invested assets. A “synthetic” investment contract, also referred to as a wrapper contract, is negotiated with an independent financial institution. Under the terms of these investment contracts, the contract issuer ensures the Plan’s ability to pay eligible employee benefits at book value. The investment performance of a synthetic investment contract may be a function of the investment performance of the invested assets.
The key factors that influence future interest crediting rates for a wrapper contract include: the level of market interest rates, the amount and timing of participant contributions, transfers, and withdrawals into/out of the wrapper contract, the investment returns generated by the fixed income investments that back the wrapper contract, and the duration of the underlying investments backing the wrapper contract.
Because changes in market interest rates affect the yield to maturity and the market value of the underlying investments, they can have a material impact on the wrapper contract’s interest crediting rate. In addition, participant withdrawals and transfers from the Plan are paid at contract value but funded through the market value liquidation of the underlying investments, which also impacts the interest crediting rate. The resulting gains and losses in the market value of the underlying investments relative to the wrapper contract value are represented on the Plan’s Statements of Net Assets Available for Benefits as the “Adjustment from Fair Value to Contract Value.” If the Adjustment from Fair Value to Contract Value is positive for a given contract, this indicates that the wrapper contract value is greater than the market value of the underlying investments. The embedded market value losses will be amortized in the future through a lower interest crediting rate than would otherwise be the case. If the
 
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Humana Puerto Rico 1165(e) Retirement Plan
Notes to Financial Statements
December 31, 2007 and 2006

Adjustment from Fair Value to Contract Value figure is negative, this indicates that the wrapper contract value is less than the market value of the underlying investments. The amortization of the embedded market value gains will cause the future interest crediting rate to be higher than it otherwise would have been.
The average annual yield and interest crediting rates for the synthetic GICs approximated 5.0% for 2007 and 4.8% for 2006.
 
5.	Income Tax Status	
The Plan was established pursuant to the provisions of Section 165(e) of the Puerto Rico Income Tax Act of 1954 (the Act). A favorable tax status determination letter dated May 22, 1995 was obtained from the Treasury Department of the Commonwealth of Puerto Rico, which stated that its underlying trust qualifies under the applicable provisions of the Act and, therefore, is exempt from Puerto Rico income taxes. The Plan has been amended since receiving the determination letter; however, the Company and the Plan’s tax counsel believe that the Plan is designed and is currently operating in compliance with the applicable requirements of the Act. The Plan was amended to comply with Section 1165(e) of the Puerto Rico Income Tax Act of 1994.
 
6.	Plan Termination	
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. If the Plan is terminated, the interest of each participant would continue to be nonforfeitable and would be distributed as determined by the Company.
 
7.	Related Party and Party-In-Interest Transactions	
Certain Plan investments are shares of mutual funds managed by the trustee and therefore, these transactions qualify as party-in-interest transactions, which are exempt from prohibited transaction rules. The Plan also invests in the common stock of the Plan sponsor as well as loans to Plan participants, both of which qualify as related parties to the Plan and are exempt from prohibited transaction rules.
For the years ending December 31, 2007 and 2006, 36,690 units of the Humana Stock Fund were purchased for $824,642 and 46,210 units were purchased for $907,863, respectively. For the years ending December 31, 2007 and 2006, 34,023 units of the Humana Stock Fund were sold for $776,105 and 48,723 units were sold for $942,167, respectively.
 
8.	Risks and Uncertainties	
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.
 
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Humana Puerto Rico 1165(e) Retirement Plan
Plan #004 EIN #61-0647538
Schedule H, Line 4i – Schedule of Assets (Held at End of Year)
December 31, 2007

 
 	 	 	 	 	 	 	 	
Identity of Issue, Borrower,
Lessor or Similar Party	  	Shares	    	Description of Investment Including
Maturity Date, Rate of Interest,
Collateral, Par or Value	  	Fair Value	
Investments, at fair value	  	 	    	 	  	 	 	
*Participant Loan Fund	  	 	    	Participant Loans, Interest Rates	  	 	 	
 	  	 	    	    5.00% - 9.25%	  	$	815,119	
*Humana Stock Fund:	  	 	    	Human Stock Fund:	  	 	 	
      Humana Common Stock	  	55,500	    	        Humana Common Stock	  	 	4,179,705	
      Investcash Money Market Fund	  	 	    	        Money Market Deposit Account,	  	 	 	
 	  	 	    	            Interest Rate 3.0%	  	 	166,027	
*Schwab Instl Large Cap C1	  	48,416	    	Common Collective Trust Fund	  	 	1,072,906	
  Russell 3000 Stock Index Fund	  	50,402	    	Common Collective Trust Fund	  	 	1,106,164	
  Personal Choice Retirement Account	  	 	    	Self-Directed Brokerage Account	  	 	111,734	
  Jennison Small Company Z	  	27,812	    	Registered Investment Company	  	 	610,187	
  Artisan International Fund	  	39,030	    	Registered Investment Company	  	 	1,166,226	
  Pimco Total Return – Admin Class	  	92,962	    	Registered Investment Company	  	 	993,767	
  Dreyfus Small Cap Stock Index	  	33,226	    	Registered Investment Company	  	 	707,720	
  Legg Mason Large Cap Growth	  	26,859	    	Registered Investment Company	  	 	700,215	
*Schwab Managed Ret 2010 CL II	  	1,127	    	Common Collective Trust Fund	  	 	17,891	
*Schwab Managed Ret 2020 CL II	  	4,899	    	Common Collective Trust Fund	  	 	86,173	
*Schwab Managed Ret 2030 CL II	  	8,281	    	Common Collective Trust Fund	  	 	157,083	
*Schwab Managed Ret 2040 CL II	  	23,539	    	Common Collective Trust Fund	  	 	459,239	
*Schwab Managed Ret Income II	  	938	    	Common Collective Trust Fund	  	 	11,122	
 	  	 	    	 	  	 	 	
 	  	 	    	 	  	 	12,361,278	
 	  	 	    	 	  	 	 	
Primco Stable Value Fund	  	 	    	 	  	 	 	
Investment Contracts – Banks	  	 	    	 	  	 	 	
      Bank of America Synthetic GIC #99-049	  	 	    	IGT Invesco Intermediate Government	  	 	 	
 	  	 	    	    Fund 103-12 Investment Entities	  	 	306,131	
      Bank of America Synthetic GIC-Wrapper	  	 	    	Synthetic GIC Wrapper	  	 	6,802	
      NATIXIS Capital Markets Synthetic GIC #1237-02	  	 	    	IGT AAA 103-12 Investment Entities	  	 	 	
 	  	 	    	    Asset-Backed Security	  	 	383,335	
      NATIXIS Capital Markets Synthetic GIC – Wrapper	  	 	    	Synthetic GIC Wrapper	  	 	5,200	
      JP Morgan Chase Bank Synthetic	  	 	    	IGT Primco 103-12	  	 	 	
          GIC #433120-TH	  	 	    	    AAA Intermediate Fund	  	 	 	
 	  	 	    	        Investment Entities	  	 	307,973	
      JP Morgan Chase Bank Synthetic GIC-Wrapper	  	 	    	Synthetic GIC Wrapper	  	 	11,263	
      State Street Bank & Trust Synthetic GIC#103104	  	 	    	IGT Invesco 103-12	  	 	 	
 	  	 	    	    Short-term Bonds	  	 	 	
 	  	 	    	        Investment Entities	  	 	453,189	
      State Street Bank & Trust Synthetic GIC-Wrapper	  	 	    	Synthetic GIC Wrapper	  	 	3,813	
      Wachovia Bank Traditional GIC #09304-08-L	  	 	    	First Union Evergreen Institutional Money	  	 	45,919	
 	  	 	    	    Market Class I	  	 	 	
Investment Contracts—Insurance Companies	  	 	    	 	  	 	 	
      Pacific Life Synthetic GIC #G-26956-01-001	  	 	    	Governmental Securities	  	 	39,387	
      Pacific Life Synthetic GIC—Wrapper	  	 	    	Synthetic GIC Wrapper	  	 	695	
      Monumental Life Ins Co. Synthetic	  	 	    	IGT WAM AAA Intermediate Fund	  	 	310,593	
          GIC #MDA-00640TR	  	 	    	    #103-12 Investment Entities	  	 	 	
      Monumental Life Ins Co. Synthetic GIC-Wrapper	  	 	    	Synthetic GIC Wrapper	  	 	7,128	
 	  	 	    	 	  	 	 	
 	  	 	    	 	  	 	1,881,428	
 	  	 	    	 	  	 	 	
 	  	 	    	 	  	$	14,242,706	

*	Party-in-interest to the Plan	
 
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Table of Contents
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the Humana Puerto Rico 1165(e) Retirement Plan has duly caused this report to be signed by the undersigned thereunto duly authorized.

HUMANA PUERTO RICO 1165(e) RETIREMENT PLAN	
 	 	
BY:	 	/s/ James H. Bloem	
 	 	Humana Inc.	
 	 	James H. Bloem	
 	 	Senior Vice President and Chief Financial Officer	
June 26, 2008
 
13

Table of Contents
Exhibit Index

Exhibit 23	 	Consent of Independent Registered Public Accounting Firm, filed herewith	
 
14

Exhibit 23
Consent of Independent Registered Public Accounting Firm
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-49305) of Humana Inc. of our report dated June 26, 2008 relating to the financial statements and supplemental schedule of the Humana Puerto Rico 1165(e) Retirement Plan which appear in this Form 11-K.

/s/ PricewaterhouseCoopers LLP	
 	
PricewaterhouseCoopers LLP	
Louisville, Kentucky	
June 26, 2008