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):
February 15, 2011


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 February 15, 2011 Chemed Corporation issued a press release announcing its financial results for the quarter ended December 31, 2010.  A copy of the release is furnished herewith as Exhibit 99.          

Item 9.01     Financial Statements and Exhibits

d)      Exhibit

(99) Registrant’s press release dated February 15, 2011

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 Fourth-Quarter 2010 Results

CINCINNATI--(BUSINESS WIRE)--February 15, 2011--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 fourth quarter ended December 31, 2010, versus the comparable prior-year period, as follows:

Consolidated operating results:

• Revenue increased 10.9% to $336 million
• Net Income increased 25.8% to $22.6 million
• Adjusted Net Income increased 15.1% to $27.9 million

VITAS segment operating results:

• Net Patient Revenue of $242 million, an increase of 11.4%
• Average Daily Census (ADC) of 13,080, an increase of 7.7%
• Admissions of 14,776, an increase of 8.0%
• Net Income of $23.3 million, an increase of 20.9%
• Adjusted EBITDA of $42.2 million, an increase of 23.1%
• Adjusted EBITDA margin of 17.4%, an increase of 167 basis points

Roto-Rooter segment operating results:

• Revenue of $94.0 million, an increase of 9.7%
• Job count of 169,883, an increase of 1.2%
• Net Income of $7.3 million, a decline of 10.2%
• Adjusted EBITDA of $15.9 million, a decrease of 0.4%
• Adjusted EBITDA margin of 17.0%, a decrease of 172 basis points

VITAS

Net revenue for VITAS was $242 million in the fourth quarter of 2010, which is an increase of 11.4% over the prior-year period. Excluding the impact of Medicare Cap, revenue increased 10.9%. This revenue growth was the result of increased ADC of 7.7%, driven by an increase in admissions of 8.0%, combined with Medicare price increases of approximately 2.1%. The remaining growth was driven by geographic mix shift of the patient base.

Average revenue per patient per day in the quarter, excluding the impact of Medicare Cap, was $202.21, which is 3.0% above the prior-year period. Routine home care reimbursement and high acuity care averaged $159.31 and $701.21, respectively, per patient per day in the fourth quarter of 2010. During the quarter, high acuity days of care were 7.9% of total days of care, essentially equal to the prior-year quarter.

In the fourth quarter of 2010, VITAS recorded a Medicare Cap billing limitation of $1.1 million. This compares with a Medicare Cap liability of $1.8 million in the fourth quarter of 2009. These Medicare Cap liabilities in the fourth quarter of 2010 and 2009 relate predominantly to one program which is VITAS’ largest provider number.

The government’s Medicare Cap fiscal year begins on September 29. The first quarter of a Medicare Cap year has the potential to be volatile if a program experiences unusual or seasonal admission patterns. Based upon actual January 2011 admissions, VITAS anticipates reversing the Medicare Cap liability recorded for this program in the first quarter of 2011. Consistent application of VITAS’ Medicare Cap accounting methodology requires VITAS to recognize this $1.1 million in revenue reduction in the fourth quarter of 2010.

Of VITAS’ 33 unique Medicare provider numbers, 30 provider numbers, or 91%, have a Medicare Cap cushion greater than 10% for the most recent twelve-month period. Three provider numbers have Medicare Cap cushion below 5%. VITAS generated an aggregate Medicare Cap cushion of $210 million, or 24.8%, during the trailing twelve-month period.

The fourth quarter of 2010 gross margin, excluding the impact of Medicare Cap, was 25.3%, which is an increase of 62 basis points from the fourth quarter of 2009. This increase in overall margin was accomplished while continuing to absorb increased expenses relating to field-based admissions, expansion of inpatient units and increased documentation requirements in Medicare recertifications.

Selling, general and administrative expense was $18.8 million in the fourth quarter of 2010, which is an increase of 4.7% when compared to the prior-year quarter. Adjusted EBITDA totaled $42.2 million in the quarter, an increase of 23.1% over the prior-year period. Adjusted EBITDA margin, excluding the impact from Medicare Cap, was 17.8% in the quarter which was 132 basis points above the prior-year quarter.

Roto-Rooter

Roto-Rooter’s plumbing and drain cleaning business generated sales of $94.0 million for the fourth quarter of 2010, an increase of 9.7% over the prior-year quarter. Roto-Rooter’s gross margin was 43.1% in the quarter, a 311 basis point decline when compared to the fourth quarter of 2009. Adjusted EBITDA in the fourth quarter of 2010 totaled $15.9 million, a decline of 0.4%, and the Adjusted EBITDA margin was 17.0% in the quarter, a decline of 172 basis points, when compared to the prior-year quarter.

The decline in the Adjusted EBITDA margin in the fourth quarter is a result of several factors. Unfavorable casualty insurance claims, primarily relating to prior periods, increased $1.8 million, health insurance, primarily large claims, increased $1.0 million and bad debt expense increased from $81,000 to $244,000. Excavation revenue and direct gross margins increased in the quarter; however, these jobs continue to have a margin below plumbing and drain cleaning services. This revenue mix shift to excavation reduced overall margins 73 basis points. The impact these items had on margin were partially offset by total Roto-Rooter selling, general and administrative expenses, excluding litigation costs, expanding 6.4%, well below total revenue growth of 9.7%.

Job count in the fourth quarter of 2010 increased 1.2% when compared to the prior-year period. During the fourth quarter of 2010, total residential jobs increased 0.4%, as residential plumbing jobs increased 2.3% and residential drain cleaning jobs declined 0.3%, when compared to the fourth quarter of 2009. Residential jobs represented 71% of total job count in the quarter. Total commercial jobs increased 3.3%, with commercial plumbing/excavation job count increasing 8.8% and commercial drain cleaning increasing 1.5% when compared to the prior-year quarter. The “Other” job category declined 7.5%.

Roto-Rooter continues to have periodic discussions with existing franchisees to acquire franchise territories. Management will be highly disciplined in terms of valuation, risk assessment and overall return on investment of any potential acquisition. The timing or actual completion of any acquisition cannot be predicted.

Chemed Consolidated Debt and Cash Flows

Chemed had total debt of $159 million at December 31, 2010. This debt is net of the discount taken as a result of convertible debt accounting requirements. Excluding this discount, aggregate debt is $187 million and is due in May 2014. Chemed’s total debt equates to less than one times trailing twelve-month adjusted EBITDA.

Chemed’s $175 million revolving credit facility expires in May 2012. At December 31, 2010, this credit facility had approximately $147 million of undrawn borrowing capacity after deducting $28 million for letters of credit issued under this facility to secure the Company’s workers’ compensation insurance.

Capital expenditures for the fourth quarter of 2010 aggregated $6.5 million and compared favorably to depreciation and amortization during the same period of $7.3 million.

The Company increased its quarterly dividend per share in the third quarter of 2010, from $0.12 per share to $0.14 per share. The company purchased $96.3 million of treasury stock in the fourth quarter of 2010 and an additional $19.1 million in January 2011 under a 10b5-1 share repurchase plan. Total shares repurchased during this four-month period totaled 1,802,000 and have exhausted the remaining authoritization under previously announced share repurchase programs. Management will continually evaluate cash utilization alternatives, including share repurchase, debt repurchase, acquisitions and increased dividends to determine the most beneficial use of available capital resources.

Guidance for 2011

VITAS expects to achieve full-year 2011 revenue growth, prior to Medicare Cap, of 7% to 9%. Admissions in 2011 are estimated to increase 5% to 7% and full-year Adjusted EBITDA margin, prior to Medicare Cap, is estimated to be 15.3% to 16.3%. Effective October 1, 2010, Medicare increased the average hospice reimbursement rates by approximately 2.1%. Consistent with prior years, our guidance assumes $5.0 million of estimated Medicare contractual billing limitations for calendar year 2011.

Roto-Rooter expects to achieve full-year 2011 revenue growth of 5% to 8%. The revenue estimate is a result of increased pricing of approximately 3.0%, a favorable mix shift to higher revenue jobs, with job count growth estimated at 0% to 3%. Adjusted EBITDA margin for 2011 is estimated in the range of 16.5% to 17.5%.

Based upon the above metrics, an effective tax rate of 39.0% and a full-year average diluted share count of 21.5 million, management estimates 2011 earnings per diluted share, excluding non-cash expense for stock options, the non-cash interest expense related to the accounting for convertible debt and other items not indicative of ongoing operations will be in the range of $4.65 to $4.85. This compares to Chemed’s 2010 adjusted earnings per diluted share of $4.17.

Conference Call

Chemed will host a conference call and webcast at 10 a.m., EST, on Wednesday, February 16, 2011, 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) 770-7125 for U.S. and Canadian participants and (617) 213-8066 for international participants. The participant passcode is 71381356. 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 54947506. 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 13,000 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.

The "Footnotes to Financial Statements" are integral parts of this financial information.

The "Footnotes to Financial Statements" are integral parts of this financial information.

The "Footnotes to Financial Statements" are integral parts of this financial information.

The "Footnotes to Financial Statements" are integral parts of this financial information.

The "Footnotes to Financial Statements" are integral parts of this financial information.

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