UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
July 30, 2009


CHEMED CORPORATION
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:
(513) 762-6900

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 2.02     Results of Operations and Financial Condition

On July 30, 2009 Chemed Corporation issued a press release announcing its financial results for the quarter ended June 30, 2009.  A copy of the release is furnished herewith as Exhibit 99.

Item 9.01     Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 99

Chemed Reports Second-Quarter 2009 Results

CINCINNATI--(BUSINESS WIRE)--July 30, 2009--Chemed Corporation (Chemed) (NYSE:CHE), which operates VITAS Healthcare Corporation (VITAS), the nation’s largest provider of end-of-life care, and Roto-Rooter, the nation’s largest commercial and residential plumbing and drain cleaning services provider, reported financial results for its second quarter ended June 30, 2009, versus the comparable prior-year period, as follows:

Consolidated operating results:

• Revenue increased 4.3% to $295.3 million
• Diluted EPS increased 11.8% to $0.76
• Adjusted Diluted EPS increased 26.0% to $0.97

VITAS segment operating results:

• Net Patient Revenue of $211.3 million, up 6.2%
• Average Daily Census (ADC) of 11,920, up 0.6%
• Average Length of Stay in the quarter of 73.4 days
• Net Income of $17.2 million, an increase of 20.4%
• Adjusted EBITDA of $31.3 million, an increase of 19.2%
• Adjusted EBITDA margin of 14.8%, an increase of 162 basis points

Roto-Rooter segment operating results:

• Revenue of $84.0 million, essentially equal to comparable prior-year period
• Job count of 168,017, a decline of 7.7%
• Net Income of $8.9 million, an increase of 5.5%
• Adjusted EBITDA of $15.6 million, an increase of 4.9%
• Adjusted EBITDA margin of 18.6%, an increase of 90 basis points

VITAS

Net revenue for VITAS was $211.3 million in the second quarter of 2009, which is an increase of 6.2% over the prior-year period. This revenue growth was the result of increased ADC of 0.6%, a Medicare price increase of approximately 3.5% and the reversal of previously recorded Medicare Cap billing limitations. The remaining difference is attributed to revenue and patient geographic mix.

Average revenue per patient per day in the quarter was $194.33, which is 5.3% above the prior-year period. Routine home care reimbursement and high acuity care averaged $152.42 and $672.67, respectively, per patient per day in the second quarter of 2009. During the quarter, high acuity days-of-care were 8.1% of total days-of-care.

The Medicare Cap billing limitation of $505,000 recorded in the fourth quarter of 2008 and first quarter of 2009 was reversed in the second quarter of 2009. This reversal is the result of improved Medicare admissions in the one provider number which we calculated had billing limitations earlier in the 2009 measurement period. Of VITAS’ 34 unique Medicare provider numbers, 32 provider numbers, or 94%, have a Medicare Cap cushion greater than 10% for the most recent twelve-month period and two provider numbers have cushion of less than 5%. VITAS generated an aggregate cap cushion of $189 million or 25% during the most recent twelve-month period.

The second quarter of 2009 gross margin was 23.3% which is 139 basis points above VITAS’ gross margin in the second quarter of 2008. This is the fifth consecutive quarter of margin improvement and is a result of continued refinements to scheduled field labor.

Selling, general and administrative expense was $17.9 million in the second quarter of 2009, which is an increase of 3.5% when compared to the prior year. Adjusted EBITDA totaled $31.3 million, an increase of 19.2% over the comparable prior-year period. Adjusted EBITDA margin was 14.8% in the quarter, increasing 162 basis points when compared to the prior year.

Roto-Rooter

Roto-Rooter’s plumbing and drain cleaning business generated sales of $84.0 million for the second quarter of 2009, essentially equal to the comparable prior-year quarter. Despite essentially flat revenues, Roto-Rooter’s gross margin expanded 44 basis points as compared to the second quarter of 2008 to 46.2% This is attributable primarily to favorable technician turnover rates and a 5.7% decline in our average field-based workforce for the first six months of 2009 as compared to the same period of 2008. Favorable technician turnover rates improve margins by reducing training costs, inefficient labor hours and medical expenses. Adjusted EBITDA in the second quarter of 2009 totaled $15.6 million, an increase of 4.9% from the second quarter of 2008, and equated to an Adjusted EBITDA margin of 18.6%.

Job count in the second quarter of 2009 declined 7.7% when compared to the prior-year period. Total residential jobs declined 6.3%, as residential plumbing jobs decreased 8.5% and residential drain cleaning jobs declined 5.4%, when compared to the second quarter of 2008. Residential jobs represent approximately 70% of total job count. Total commercial jobs declined 11.1% with commercial plumbing job count declining 13.6% and commercial drain cleaning decreasing 11.4%, when compared to the prior-year quarter. These declines were partially offset by a 20.6% increase in jobs in the “Other” category.

This job count decline was significantly mitigated relative to total revenue through a combination of increased pricing, favorable job mix shift to more expensive jobs such as excavation, and increased conversion rates of calls to paid jobs.

There continues to be substantial disparity in demand for Roto-Rooter services within the United States, although this disparity has lessened somewhat over the past several quarters. The South Region has experienced a 19.7% year-to-date decline in commercial jobs while commercial volume declined 10.7% in the Central Region. Residential demand is not as disparate, with the South Region residential job count declining 11.4% while the remaining regions have experienced a job count decline ranging from 5.4% to 10.3%.

Management continues to have discussions with existing franchisees to acquire Roto-Rooter franchise territories. This increase in activity is attributed to the current state of the capital markets, the potential increase in tax rates and the recessionary difficulties our franchisees are experiencing. Management will continue to be highly disciplined in terms of valuation, risk assessment and overall return on investment of any potential acquisition. However, the timing or actual completion of any acquisition cannot be predicted.

Chemed Consolidated Debt and Cash Flows

Effective January 1, 2009, the Company retrospectively adopted the provisions of FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments that May Be Settled in Cash upon Conversion (Including Partial Cash Settlement).” This new rule required the Company to separately account for the debt and equity portions of its 1.875% Senior Convertible Notes (Notes). This accounting assumed the Company could have borrowed under a conventional seven-year fixed rate interest only note at 6.875%. The difference between the 1.875% coupon rate of the Notes and this estimated borrowing rate created a discount on the Notes that is recorded in equity at the inception of the debt. The Notes, net of this discount, will be accreted to their face value over the life of the Notes using the effective interest method. The impact of this accounting change for the year ended December 31, 2009, is projected to be a non-cash increase in pretax interest expense of approximately $6.3 million ($4.0 million after-tax).

Chemed had total debt of $153.8 million at June 30, 2009. This debt is net of the discount taken as a result of FASB Staff Position No. APB 14-1. Excluding this discount, aggregate debt is $192.0 million of which $187.0 million carries a fixed interest rate of 1.875% and is due in May 2014. The remaining debt consists of a $5.0 million bank term loan with a current interest rate of approximately 1.2%. During the second quarter of 2009, we prepaid $4.5 million of the bank term loan utilizing cash on hand. Chemed’s total debt is less than one times trailing four quarters of Adjusted EBITDA.

Chemed’s $175.0 million revolving credit facility expires in May 2012. At June 30, 2009, this credit facility had approximately $147.2 million of undrawn borrowing capacity after deducting $27.8 million of letters of credit issued under this facility to secure the Company’s workers’ compensation insurance.

Total cash and cash equivalents as of June 30, 2009, was $16.6 million which represents 10.5% of total current assets. Net cash provided from operations in the first six months of 2009 aggregated $43.1 million. Capital expenditures for the first six months of 2009 aggregated $8.1 million and compares favorably to depreciation and amortization in the first six months of 2009 of $13.8 million. Management continually evaluates alternatives, including share or debt repurchase, acquisitions and increased dividends, to determine the most beneficial use of our available capital resources.

Guidance for 2009

VITAS expects to achieve full-year 2009 revenue growth, prior to Medicare Cap, of 5.0% to 6.0%. Admissions in 2009 are estimated to be in the range of 98% to 102% of total 2008 admissions and full-year Adjusted EBITDA margin, prior to Medicare Cap, is estimated to be 15.5% to 16.5%. Visibility on Medicare reimbursement for the Federal government’s 2010 fiscal year continues to be difficult. As a result of the lack of visibility, management has maintained the prior quarter’s estimate on reimbursement which assumes a net reimbursement increase of 1.5% effective October 1, 2009. Full calendar year 2009 Medicare contractual billing limitations are estimated at $2.3 million.

Roto-Rooter expects to achieve full-year 2009 revenue to range from flat to an increase of 1%. The revenue growth is a result of increased pricing of 5.0%, a favorable mix shift to higher revenue jobs, partially offset by a job count decline estimated at 7.0% to 9.0%. Adjusted EBITDA margin for 2009 is estimated in the range of 17.5% to 18.5%.

Chemed’s effective tax rate for full-year 2009 is estimated at 39.0%.

Based upon these factors and a full-year average diluted share count of 22.7 million shares, management estimates 2009 earnings per diluted share from continuing operations, excluding non-cash expenses for stock options, the non-cash increase in interest expense related to the accounting change for convertible debt interest expense and other items not indicative of ongoing operations will be in the range of $3.75 to $3.95.

Conference Call

Chemed will host a conference call and webcast at 10 a.m., EDT, on Thursday, July 30, 2009, to discuss the company’s quarterly results and to provide an update on its business. The dial-in number for the conference call is (866) 783-2137 for U.S. and Canadian participants and (857) 350-1596 for international participants. The participant passcode is 46513577. A live webcast of the call can be accessed on Chemed's website at www.chemed.com by clicking on Investor Relations Home.

A taped replay of the conference call will be available beginning approximately 24 hours after the call's conclusion. It can be accessed by dialing (888) 286-8010 for U.S. and Canadian callers and (617) 801-6888 for international callers and will be available for one week following the live call. The replay passcode is 91427994. An archived webcast will also be available at www.chemed.com.

Chemed Corporation operates in the healthcare field through its VITAS Healthcare Corporation subsidiary. VITAS provides daily hospice services to approximately 12,000 patients with severe, life-limiting illnesses. This type of care is focused on making the terminally ill patient's final days as comfortable and pain-free as possible.

Chemed operates in the residential and commercial plumbing and drain cleaning industry under the brand name Roto-Rooter. Roto-Rooter provides plumbing and drain service through company-owned branches, independent contractors and franchisees in the United States and Canada. Roto-Rooter also has licensed master franchisees in Indonesia, Singapore, Japan, and the Philippines.

This press release contains information about Chemed’s EBITDA, Adjusted EBITDA and Adjusted Diluted EPS, which are not measures derived in accordance with GAAP and which exclude components that are important to understanding Chemed’s financial performance. In reporting its operating results, Chemed provides EBITDA, Adjusted EBITDA and Adjusted Diluted EPS measures to help investors and others evaluate the Company’s operating results, compare its operating performance with that of similar companies that have different capital structures and evaluate its ability to meet its future debt service, capital expenditures and working capital requirements. Chemed’s management similarly uses EBITDA, Adjusted EBITDA and Adjusted Diluted EPS to assist it in evaluating the performance of the Company across fiscal periods and in assessing how its performance compares to its peer companies. These measures also help Chemed’s management to estimate the resources required to meet Chemed’s future financial obligations and expenditures. Chemed’s EBITDA, Adjusted EBITDA and Adjusted Diluted EPS should not be considered in isolation or as a substitute for comparable measures calculated and presented in accordance with GAAP. We calculated Adjusted EBITDA Margin by dividing Adjusted EBITDA by service revenue and sales. A reconciliation of Chemed’s net income to its EBITDA, Adjusted EBITDA and Adjusted Diluted EPS is presented in the tables following the text of this press release.

Forward-Looking Statements

Certain statements contained in this press release and the accompanying tables are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The words "believe," "expect," "hope," "anticipate," "plan" and similar expressions identify forward-looking statements, which speak only as of the date the statement was made. Chemed does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These statements are based on current expectations and assumptions and involve various risks and uncertainties, which could cause Chemed's actual results to differ from those expressed in such forward-looking statements. These risks and uncertainties arise from, among other things, possible changes in regulations governing the hospice care or plumbing and drain cleaning industries; periodic changes in reimbursement levels and procedures under Medicare and Medicaid programs; difficulties predicting patient length of stay and estimating potential Medicare reimbursement obligations; challenges inherent in Chemed's growth strategy; the current shortage of qualified nurses, other healthcare professionals and licensed plumbing and drain cleaning technicians; Chemed’s dependence on patient referral sources; and other factors detailed under the caption "Description of Business by Segment" or "Risk Factors" in Chemed’s most recent report on form 10-Q or 10-K and its other filings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on such forward-looking statements and there are no assurances that the matters contained in such statements will be achieved.

CONTACT:
Chemed Corporation
David P. Williams, 513-762-6901