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 17, 2015


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

Registrant’s telephone number, including area code:
(513) 762-6690

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 17, 2015 Chemed Corporation issued a press release announcing its financial results for the quarter ended December 31, 2014.  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 17, 2015                       

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.

Page 2 of 2

Exhibit 99

Chemed Reports Fourth-Quarter 2014 Results

CINCINNATI--(BUSINESS WIRE)--February 17, 2015--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, 2014, versus the comparable prior-year period, as follows:

Consolidated operating results:

• Revenue increased 8.8% to $379 million
• GAAP Diluted EPS increased 33.6% to $1.71
• Adjusted Diluted EPS increased 24.1% to $1.80

VITAS segment operating results:

• Net Patient Revenue of $274 million, an increase of 7.1%
• Average Daily Census (ADC) of 14,838, an increase of 4.6%
• Admissions of 16,313, an increase of 5.6%
• Net Income, including litigation costs, of $25.5 million, an increase of 22.2%
• Adjusted EBITDA of $45.7 million, an increase of 18.4%
• Adjusted EBITDA margin of 16.7%, an increase of 159 basis points

Roto-Rooter segment operating results:

• Revenue of $105 million, an increase of 13.7%
• Net Income of $11.5 million, an increase of 14.5%
• Adjusted EBITDA of $21.1 million, an increase of 14.5%
• Adjusted EBITDA margin of 20.1%, an increase of 15 basis points

VITAS

Net revenue for VITAS was $274 million in the fourth quarter of 2014, which is an increase of $18.2 million, or 7.1%, when compared to the prior-year period. This revenue increase is comprised of an average Medicare reimbursement rate increase of approximately 1.4%, a 4.6% increase in average daily census, and a favorable comparison relative to the Medicare Cap billing limitation.

In the fourth quarter of 2014, VITAS reversed $0.5 million in estimated Medicare Cap billing limitations. This compares to $3.8 million of Medicare Cap billing limitations recorded in the fourth quarter of 2013. At December 31, 2014, VITAS had 35 Medicare provider numbers with one provider number having an estimated 2015 Medicare Cap billing limitation.

Of VITAS’ 35 unique Medicare provider numbers, 29 provider numbers have a Medicare Cap cushion of 10% or greater for the 2015 Medicare Cap period; two provider numbers have a Medicare Cap cushion between 5% to 10%; three provider numbers have a cap cushion between 0% and 5% and one provider number is in a Medicare Cap billing limitation. VITAS generated an aggregate cap cushion of $276 million during the trailing twelve-month period.

Average revenue per patient per day in the quarter, excluding the impact of Medicare Cap, was $200.62, which is 0.7% above the prior-year period. Routine home care reimbursement and high acuity care averaged $164.58 and $702.86, respectively. During the quarter, high acuity days of care were 6.7% of total days of care, 14 basis points below the prior-year quarter.

The fourth quarter of 2014 gross margin, excluding the impact of Medicare Cap, was 24.3%, which is a 12 basis point increase when compared to the fourth quarter of 2013.

Selling, general and administrative expense was $21.7 million in the fourth quarter of 2014, which is an increase of 3.4% when compared to the prior-year quarter. Adjusted EBITDA, excluding Medicare Cap, totaled $45.2 million in the quarter, an increase 6.5% over the prior-year period. Adjusted EBITDA margin, excluding the impact from Medicare Cap, was 16.5% in the quarter which is 18 basis points favorable to the prior-year period.

Roto-Rooter

Roto-Rooter’s plumbing and drain cleaning business generated sales of $105 million for the fourth quarter of 2014, an increase of $12.6 million, or 13.7%, over the prior-year quarter.

Roto-Rooter utilizes a universal calendar of four 13-week quarters equating to a 52 week full year reporting period and then accrues for an additional one or two days of operating results in the fourth quarter to equate to a full 365 or 366 day year. In the fourth quarter of 2014, Roto-Rooter had 14 weeks of operating activity during the quarter. This additional week of operating activity, net of the accrued operating results from earlier years, resulted in Roto-Rooter recognizing an incremental $2.8 million of revenue, $0.9 million of Adjusted EBITDA and $0.5 million of net income in the fourth quarter of 2014 when compared to the fourth quarter of 2013.

Roto-Rooter’s gross margin in the quarter was 46.7%, a 59 basis point decline when compared to the fourth quarter of 2013. Adjusted EBITDA in the fourth quarter of 2014 totaled $21.1 million, an increase of 14.5%, and the Adjusted EBITDA margin was 20.1% in the quarter, 15 basis points higher than the prior year.

Chemed Consolidated

As of December 31, 2014, Chemed had total cash and cash equivalents of $14 million and debt of $148 million.

In June 2014 Chemed entered into a five-year Amended and Restated Credit Agreement that consisted of a $100 million amortizable term loan and a $350 million revolving credit facility. The interest rate on this facility has a floating rate that is currently LIBOR plus 125 basis points. At December 31, 2014, the Company had approximately $263 million of undrawn borrowing capacity under this credit agreement.

Capital expenditures through December 31, 2014, aggregated $43.6 million and compares to depreciation and amortization during the same period of $33.1 million.

The Company repurchased $110 million of Chemed stock through December 31, 2014. This equates to 1.2 million shares of Chemed stock repurchased during the year at an average cost of $93.01 Chemed currently has $11.8 million of authorization remaining under this share repurchase plan.

Guidance for 2015

Full-year 2015 revenue growth for VITAS, prior to Medicare Cap, is estimated to be in the range of 3% to 4%. Admissions in 2015 are estimated to increase 4% and full-year Adjusted EBITDA margin, prior to Medicare Cap, is estimated to be 14% to 15%. Medicare Cap billing limitations for calendar year 2015 are estimated to be $5.5 million.

Roto-Rooter is forecasted to achieve full-year 2015 revenue growth of 3% to 4%. This revenue estimate is based upon increased job pricing of approximately 1%. Adjusted EBITDA margin for 2015 is estimated in the range of 19% to 20%.

Management estimates that full-year 2015 adjusted earnings per diluted share, which excludes non-cash expense for stock options, costs related to litigation and other discrete items, will be in the range of $6.50 to $6.70. This compares to Chemed’s 2014 reported adjusted earnings per diluted share of $6.07.

Conference Call

Chemed will host a conference call and webcast at 10 a.m., ET, on Wednesday, February 18, 2015, to discuss the Company's quarterly results and to provide an update on its business. The dial-in number for the conference call is (877) 280-4958 for U.S. and Canadian participants and (857) 244-7315 for international participants. The participant passcode is 81941669. 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 35554615. 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 over 14,000 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.

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

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