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):
October 26, 2016

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))

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Item 2.02     Results of Operations and Financial Condition

On October 26, 2016 Chemed Corporation issued a press release announcing its financial results for the quarter ended September 30, 2016.  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
                              October 26, 2016

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.

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Exhibit 99

Chemed Reports Third-Quarter 2016 Results

CINCINNATI--(BUSINESS WIRE)--October 26, 2016--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 third quarter ended September 30, 2016, versus the comparable prior-year period, as follows:

Consolidated operating results:

• Revenue increased 1.7% to $393 million
• GAAP Diluted EPS decreased 1.8% to $1.62
• Adjusted Diluted EPS decreased 2.8% to $1.73

VITAS segment operating results:

• Net Patient Revenue of $283 million, a decrease of 0.8%
• Average Daily Census (ADC) of 16,201, an increase of 3.0%
• Unit for Unit admissions of 16,157, an increase of 1.7%
• Net Income, including discrete items, of $20.9 million, a decrease of 18.7%
• Adjusted EBITDA of $38.6 million, a decrease of 14.7%

Roto-Rooter segment operating results:

• Revenue of $110 million, an increase of 8.4%
• Net Income of $12.9 million, an increase of 17.3%
• Adjusted EBITDA of $23.7 million, an increase of 20.0%
• Adjusted EBITDA margin of 21.6%, an increase of 208 basis points

VITAS

Net revenue for VITAS was $283 million in the third quarter of 2016, which is a decrease of 0.8%, when compared to the prior-year period. This revenue decrease is comprised primarily of an average Medicare reimbursement rate increase of approximately 0.6%, a 3.0% increase in average daily census, offset by acuity mix shift which negatively impacted revenue 1.7% and changes in Medicare hospice reimbursement methodology which negatively impacted revenue 2.1%.

On January 1, 2016, CMS implemented a refinement to the Medicare hospice reimbursement per diem. This refinement eliminated the single-tier per diem for routine home care (RHC) and replaced it with a two-tiered rate, with a higher per diem rate for the first 60 days of a hospice patient’s care, and a lower rate for days 61 and after. In addition, CMS provided for a Service Intensity Add-on (SIA) payment which provides for reimbursement of care provided by a registered nurse or social worker for RHC patients within seven days prior to death. The reimbursement for continuous care, inpatient care and respite care are not impacted by this rebasing.

The current two-tiered national per diem rate for RHC is $186.84 for the first 60 days and $146.83 for RHC provided to patients in hospice beyond 60 days. An individual hospice’s actual per diem rate is adjusted for differences in geographic cost of living.

Rebasing in 2016 would be revenue neutral to a hospice if it has 37.6% of total RHC days-of-care being provided to patients in their first 60 days of admission and 62.4% of total RHC days-of-care provided to patients after the 60 days. (RHC Days-of-Care ratio).

In the third quarter of 2016, VITAS had a 24.6/75.4 RHC Days-of-Care ratio and generated approximately $1.3 million in SIA payments. This resulted in $6.0 million less revenue than under the previous Medicare reimbursement methodology.

VITAS did not have any adjustments to revenue related to the Medicare Cap billing limitation in the current or prior-year quarter for the 2016 Medicare cap year.

Approximately $0.2 million of cap was recorded in the quarter relating to the 2015 measurement period. The methodology used to calculate the Medicare Cap is in dispute. CMS is calculating the Medicare Cap liability using theoretical revenue that assumes no revenue reduction from sequestration.

At September 30, 2016, VITAS had 31 Medicare provider numbers, none of which has an estimated 2016 Medicare Cap billing limitation.

Of VITAS’ 31 unique Medicare provider numbers, 27 provider numbers have a Medicare Cap cushion of 10% or greater for the 2016 Medicare Cap period, two provider numbers have a cap cushion between 5% and 10%, and two provider numbers have a cap cushion between 0% and 5%. VITAS generated an aggregate cap cushion of $281 million during the trailing twelve-month period.

Average revenue per patient per day in the quarter was $189.94, which is 3.6% below the prior-year period. Routine home care reimbursement and high acuity care averaged $160.09 and $697.21, respectively. During the quarter, high acuity days of care were 5.6% of total days of care, 58 basis points less than the prior-year quarter.

The third quarter of 2016 gross margin, excluding Medicare Cap, was 20.7%, which is a 260 basis point decline when compared to the third quarter of 2015.

Selling, general and administrative expense was $21.8 million in the third quarter of 2016, which is 2.6% favorable when compared to the prior-year quarter. Adjusted EBITDA, excluding Medicare Cap, totaled $38.6 million in the quarter, a decrease of 14.7% over the prior-year period. Adjusted EBITDA margin was 13.6% in the quarter which is 225 basis points below the prior-year period.

Roto-Rooter

Roto-Rooter’s plumbing and drain cleaning business generated sales of $110 million for the third quarter of 2016, an increase of $8.5 million, or 8.4%, over the prior-year quarter. Revenue from water restoration totaled $11.9 million, an increase of 46.3% over the prior year.

Roto-Rooter’s gross margin in the quarter was 47.8%, a 75 basis point improvement when compared to the third quarter of 2015. Adjusted EBITDA in the third quarter of 2016 totaled $23.7 million, an increase of 20.0%, and the Adjusted EBITDA margin was 21.6% in the quarter, 208 basis points higher than the prior year.

Chemed Consolidated

As of September 30, 2016, Chemed had total cash and cash equivalents of $21 million and debt of $111 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 112.5 basis points. At September 30, 2016, the Company had approximately $288 million of undrawn borrowing capacity under this credit agreement.

Capital expenditures through September 30, 2016, aggregated $29.7 million and compares to depreciation and amortization during the same period of $25.9 million.

On March 11, 2016, Chemed’s Board of Directors authorized an additional $100 million for stock repurchase under Chemed’s existing share repurchase program. On a year-to-date basis, the company has purchased 780,134 shares of Chemed stock at an aggregate cost of $102.3 million. The company did not purchase any shares of Chemed stock in the third quarter of 2016. As of September 30, 2016, there is $50.2 million of share repurchase authorization under this plan.

Guidance for 2016

Including the impact of the change in Medicare hospice reimbursement previously discussed, full-year 2016 revenue growth for VITAS, prior to Medicare Cap, is estimated to be in the range of 1.0% to 2.0%. Average Daily Census (ADC) in 2016 is estimated to expand approximately 4.5% to 5.0% and full-year Adjusted EBITDA margin, prior to Medicare Cap, is estimated to be 14.0% to 14.5%. We are currently estimating $1.25 million for Medicare Cap billing limitations in the fourth quarter.

Roto-Rooter is forecasted to achieve full-year 2016 revenue growth of 5.0% to 5.5%. This revenue estimate is based upon increased job pricing of approximately 1% and continued growth in water restoration services. Adjusted EBITDA margin for 2016 is estimated in the range of 21.0% to 21.3%.

Based upon the above, full-year 2016 adjusted earnings per diluted share, excluding non-cash expense for stock options, costs related to litigation, and other discrete items, is estimated to be in the range of $7.20 to $7.30. This compares to Chemed’s 2015 reported adjusted earnings per diluted share of $6.98.

Conference Call

Chemed will host a conference call and webcast at 10 a.m., ET, on Thursday, October 27, 2016, to discuss the Company's quarterly results and to provide an update on its business. The dial-in number for the conference call is (855) 715-1324 for U.S. and Canadian participants and +1 (503) 343-6664 for international participants. The participant passcode/Conference ID is 96139697. 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 (855) 859-2056 for U.S. and Canadian callers and +1 (404) 537-3406 for international callers and will be available for one week following the live call. The replay Conference ID is 96139697. 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 16,000 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, drain cleaning, and water restoration services through company-owned branches, independent contractors and franchisees in the United States and Canada. Roto-Rooter also has licensed master franchisees in the republics of Indonesia and Singapore, 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