8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of theSecurities 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)

Delaware	1-8351	31-0791746
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2600 Chemed Center, 255 East 5th Street, Cincinnati, OH 45202

(Address of principal executive offices)           (Zip Code)

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

d)	Exhibit
	(99) Registrant's press release dated July 30, 2009

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.

			CHEMED CORPORATION
Dated:	July 30, 2009	By:	/s/  Arthur V. Tucker, Jr.
			Arthur V. Tucker, Jr.
			Vice President and Controller

EX-99

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.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF INCOME
(in thousands, except per share data)(unaudited)
					Three Months Ended June 30,						Six Months Ended June 30,
					2009			2008			2009			2008
Service revenues and sales					$	295,255		$	283,156		$	590,193		$	568,424
Cost of services provided and goods sold (aa)						207,337			201,139			414,350			406,951
Selling, general and administrative expenses (aa)						49,580			46,321			95,373			89,048
Depreciation						5,338			5,370			10,663			10,808
Amortization						1,618			1,489			3,154			2,939
Other operating expense (aa)						3,444			-			3,989			-
	Total costs and expenses					267,317			254,319			527,529			509,746
	Income from operations					27,938			28,837			62,664			58,678
Interest expense (aa)						(3,142	)		(2,964	)		(5,986	)		(6,073	)
Other income--net (aa)						3,358			886			3,082			(303	)
	Income before income taxes					28,154			26,759			59,760			52,302
Income taxes						(10,904	)		(10,488	)		(23,171	)		(20,171	)
Net Income					$	17,250		$	16,271		$	36,589		$	32,131
Earnings Per Share (aa)
	Net income				$	0.77		$	0.69		$	1.63		$	1.36
	Average number of shares outstanding					22,417			23,486			22,406			23,681
Diluted Earnings Per Share (aa)
	Net income				$	0.76		$	0.68		$	1.61		$	1.34
	Average number of shares outstanding					22,672			23,759			22,660			24,026
(aa)		Included in the results of operations are the following significant credits/(charges) which may not be indicative of ongoing operations (in thousands):
					Three Months Ended June 30,						Six Months Ended June 30,
					2009			2008			2009			2008
		Cost of services provided and goods sold
			Unreserved prior-year's insurance claim		$	-		$	-		$	-		$	(597	)
		Selling, general and administrative expenses
			Stock option expense			(2,443	)		(1,591	)		(4,485	)		(2,982	)
			Legal costs associated with OIG investigation			(86	)		(57	)		(99	)		(42	)
		Other operating expense
			Expenses associated with contested proxy solicitation			(3,444	)		-			(3,989	)		-
		Interest expense
			Additional interest expense resulting from the change in accounting for the conversion of the convertible notes (bb)			(1,561	)		(1,542	)		(3,091	)		(3,054	)
		Other income--net
			Non-taxable income from certain investments held in deferred compensation trusts			-			-			1,211			-
				Pretax impact on earnings		(7,534	)		(3,190	)		(10,453	)		(6,675	)
		Income tax benefit on the above				2,770			1,166			4,287			2,458
		Income tax impact of non-deductible net market losses on investments held in deferred compensation trusts				20			-			(455	)		-
		Income tax credit related to prior years				-			-			-			322
				After-tax impact on earnings	$	(4,744	)	$	(2,024	)	$	(6,621	)	$	(3,895	)
(bb)		Effective January 1, 2009, we 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)." Financial statements for 2008 and prior periods have been restated for this change in accounting.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED BALANCE SHEET
(in thousands, except per share data)(unaudited)
					June 30,
					2009			2008 (bb)
Assets
	Current assets
		Cash and cash equivalents			$	16,632		$	1,525
		Accounts receivable less allowances				104,123			101,403
		Inventories				8,240			7,588
		Current deferred income taxes				15,911			14,855
		Prepaid income taxes				5,049			2,370
		Prepaid expenses and other current assets				9,031			9,323
			Total current assets			158,986			137,064
	Investments of deferred compensation plans held in trust					20,348			30,630
	Properties and equipment, at cost less accumulated depreciation					73,081			72,276
	Identifiable intangible assets less accumulated amortization					59,875			63,160
	Goodwill					450,005			439,216
	Other assets					13,908			14,643
				Total Assets	$	776,203		$	756,989
Liabilities
	Current liabilities
		Accounts payable			$	49,471		$	50,760
		Current portion of long-term debt				5,070			10,166
		Income taxes				1,301			863
		Accrued insurance				35,029			34,501
		Accrued compensation				37,936			34,492
		Other current liabilities				13,876			13,230
			Total current liabilities			142,683			144,012
	Deferred income taxes					23,305			21,725
	Long-term debt					148,763			170,168
	Deferred compensation liabilities					20,157			30,752
	Other liabilities					4,391			5,819
				Total Liabilities		339,299			372,476
Stockholders' Equity
	Capital stock					29,614			29,390
	Paid-in capital					320,629			307,598
	Retained earnings					371,617			305,232
	Treasury stock, at cost					(286,888	)		(260,122	)
	Deferred compensation payable in Company stock					1,932			2,415
				Total Stockholders' Equity		436,904			384,513
				Total Liabilities and Stockholders' Equity	$	776,203		$	756,989
(bb)		Effective January 1, 2009, we 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)." Financial statements for 2008 and prior periods have been restated for this change in accounting.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(in thousands)(unaudited)
						Six Months Ended June 30,
						2009			2008 (bb)
Cash Flows from Operating Activities
	Net income					$	36,589		$	32,131
	Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization				13,817			13,747
			Provision for uncollectible accounts receivable				5,459			4,351
			Stock option expense				4,485			2,982
			Amortization of discount on convertible notes				3,253			3,252
			Provision for deferred income taxes				317			(2,809	)
			Amortization of debt issuance costs				309			309
			Changes in operating assets and liabilities, excluding amounts acquired in business combinations:
					Increase in accounts receivable		(11,575	)		(4,652	)
					Increase in inventories		(668	)		(953	)
					Decrease in prepaid expenses and other current assets		902			1,179
					Decrease in accounts payable and other current liabilities		(4,005	)		(2,248	)
					Decrease in income taxes		(4,267	)		(4,903	)
					Decrease/(increase) in other assets		2,264			(1,906	)
					Increase/(decrease) in other liabilities		(3,481	)		1,910
			Excess tax benefit on share-based compensation				(313	)		(825	)
			Other sources				34			206
				Net cash provided by operating activities			43,120			41,771
Cash Flows from Investing Activities
	Capital expenditures						(8,136	)		(8,715	)
	Business combinations, net of cash acquired						(1,859	)		(577	)
	Proceeds from sales of property and equipment						1,496			71
	Net proceeds/(uses) from the sale of discontinued operations						(219	)		9,439
	Other uses						(256	)		(306	)
				Net cash used by investing activities			(8,974	)		(88	)
Cash Flows from Financing Activities
	Repayment of long-term debt						(9,599	)		(5,095	)
	Net increase/(decrease) in revolving line of credit						(8,200	)		8,300
	Dividends paid						(2,711	)		(2,900	)
	Decrease in cash overdrafts payable						(781	)		(655	)
	Purchases of treasury stock						(526	)		(45,791	)
	Excess tax benefit on share-based compensation						313			825
	Other sources						362			170
				Net cash used by financing activities			(21,142	)		(45,146	)
Increase/(Decrease) in Cash and Cash Equivalents							13,004			(3,463	)
Cash and cash equivalents at beginning of year							3,628			4,988
Cash and cash equivalents at end of period						$	16,632		$	1,525
(bb)		Effective January 1, 2009, we 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)." Financial statements for 2008 and prior periods have been restated for this change in accounting.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2009 AND 2008
(in thousands)(unaudited)
											Chemed
		VITAS			Roto-Rooter			Corporate			Consolidated
2009
Service revenues and sales		$	211,303		$	83,952		$	-		$	295,255
Cost of services provided and goods sold			162,176			45,161			-			207,337
Selling, general and administrative expenses (a)			17,877			22,844			8,859			49,580
Depreciation			3,256			2,035			47			5,338
Amortization			989			33			596			1,618
Other operating expense (a)			-			-			3,444			3,444
	Total costs and expenses		184,298			70,073			12,946			267,317
	Income/(loss) from operations		27,005			13,879			(12,946	)		27,938
Interest expense (a)			(326	)		(59	)		(2,757	)		(3,142	)
Intercompany interest income/(expense)			1,022			581			(1,603	)		-
Other income—net			123			6			3,229			3,358
	Income/(loss) before income taxes		27,824			14,407			(14,077	)		28,154
Income taxes (a)			(10,580	)		(5,556	)		5,232			(10,904	)
	Net income/(loss)	$	17,244		$	8,851		$	(8,845	)	$	17,250
2008 (f)
Service revenues and sales		$	199,048		$	84,108		$	-		$	283,156
Cost of services provided and goods sold			155,530			45,609			-			201,139
Selling, general and administrative expenses (b)			17,273			23,363			5,685			46,321
Depreciation			3,233			2,065			72			5,370
Amortization			996			12			481			1,489
	Total costs and expenses		177,032			71,049			6,238			254,319
	Income/(loss) from operations		22,016			13,059			(6,238	)		28,837
Interest expense (b)			(32	)		(77	)		(2,855	)		(2,964	)
Intercompany interest income/(expense)			1,062			764			(1,826	)		-
Other income—net			(12	)		(15	)		913			886
	Income/(loss) before income taxes		23,034			13,731			(10,006	)		26,759
Income taxes (b)			(8,713	)		(5,338	)		3,563			(10,488	)
	Net income/(loss)	$	14,321			8,393			(6,443	)		16,271
The "Footnotes to Financial Statements" are integral parts of this financial information.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(in thousands)(unaudited)
											Chemed
		VITAS			Roto-Rooter			Corporate			Consolidated
2009
Service revenues and sales		$	419,720		$	170,473		$	-		$	590,193
Cost of services provided and goods sold			321,807			92,543			-			414,350
Selling, general and administrative expenses (a)			35,423			47,219			12,731			95,373
Depreciation			6,475			4,089			99			10,663
Amortization			1,979			48			1,127			3,154
Other operating expense (a)			-			-			3,989			3,989
	Total costs and expenses		365,684			143,899			17,946			527,529
	Income/(loss) from operations		54,036			26,574			(17,946	)		62,664
Interest expense (a)			(365	)		(94	)		(5,527	)		(5,986	)
Intercompany interest income/(expense)			1,913			1,117			(3,030	)		-
Other income—net (a)			120			122			2,840			3,082
	Income/(loss) before income taxes		55,704			27,719			(23,663	)		59,760
Income taxes (a)			(21,177	)		(10,592	)		8,598			(23,171	)
	Net income/(loss)	$	34,527		$	17,127		$	(15,065	)	$	36,589
2008 (f)
Service revenues and sales		$	397,633		$	170,791		$	-		$	568,424
Cost of services provided and goods sold			314,333			92,618			-			406,951
Selling, general and administrative expenses (b)			33,420			47,134			8,494			89,048
Depreciation			6,513			4,147			148			10,808
Amortization			1,992			25			922			2,939
	Total costs and expenses		356,258			143,924			9,564			509,746
	Income/(loss) from operations		41,375			26,867			(9,564	)		58,678
Interest expense (b)			(83	)		(160	)		(5,830	)		(6,073	)
Intercompany interest income/(expense)			2,427			1,806			(4,233	)		-
Other income—net			11			13			(327	)		(303	)
	Income/(loss) before income taxes		43,730			28,526			(19,954	)		52,302
Income taxes (b)			(16,111	)		(11,038	)		6,978			(20,171	)
	Net income/(loss)	$	27,619		$	17,488		$	(12,976	)	$	32,131
The "Footnotes to Financial Statements" are integral parts of this financial information.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING SUMMARY OF EBITDA
FOR THE THREE MONTHS ENDED JUNE 30, 2009 AND 2008
(in thousands)(unaudited)
												Chemed
			VITAS			Roto-Rooter			Corporate			Consolidated
2009
Net income/(loss)			$	17,244		$	8,851		$	(8,845	)	$	17,250
Add/(deduct):
	Interest expense			326			59			2,757			3,142
	Income taxes			10,580			5,556			(5,232	)		10,904
	Depreciation			3,256			2,035			47			5,338
	Amortization			989			33			596			1,618
		EBITDA		32,395			16,534			(10,677	)		38,252
Add/(deduct):
	Expenses associated with contested proxy solicitation.			-			-			3,444			3,444
	Legal expenses of OIG investigation			86			-			-			86
	Stock option expense			-			-			2,443			2,443
	Advertising cost adjustment (c)			-			(368	)		-			(368	)
	Interest income			(148	)		(16	)		(43	)		(207	)
	Intercompany interest income/(expense)			(1,022	)		(581	)		1,603			-
		Adjusted EBITDA	$	31,311		$	15,569		$	(3,230	)	$	43,650
2008 (f)
Net income/(loss)			$	14,321		$	8,393		$	(6,443	)	$	16,271
Add/(deduct):
	Interest expense			32			77			2,855			2,964
	Income taxes			8,713			5,338			(3,563	)		10,488
	Depreciation			3,233			2,065			72			5,370
	Amortization			996			12			481			1,489
		EBITDA		27,295			15,885			(6,598	)		36,582
Add/(deduct):
	Legal expenses of OIG investigation			57			-			-			57
	Stock option expense			-			-			1,591			1,591
	Advertising cost adjustment (c)			-			(255	)		-			(255	)
	Interest income			(13	)		(22	)		(71	)		(106	)
	Intercompany interest income/(expense)			(1,062	)		(764	)		1,826			-
		Adjusted EBITDA	$	26,277		$	14,844		$	(3,252	)	$	37,869
The "Footnotes to Financial Statements" are integral parts of this financial information.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING SUMMARY OF EBITDA
FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(in thousands)(unaudited)
												Chemed
			VITAS			Roto-Rooter			Corporate			Consolidated
2009
Net income/(loss)			$	34,527		$	17,127		$	(15,065	)	$	36,589
Add/(deduct):
	Interest expense			365			94			5,527			5,986
	Income taxes			21,177			10,592			(8,598	)		23,171
	Depreciation			6,475			4,089			99			10,663
	Amortization			1,979			48			1,127			3,154
		EBITDA		64,523			31,950			(16,910	)		79,563
Add/(deduct):
	Non-taxable income from certain investments held in deferred compensation trusts			-			-			(1,211	)		(1,211	)
	Expenses associated with contested proxy solicitation.			-			-			3,989			3,989
	Legal expenses of OIG investigation			99			-			-			99
	Stock option expense			-			-			4,485			4,485
	Advertising cost adjustment (c)			-			(762	)		-			(762	)
	Interest income			(196	)		(35	)		(58	)		(289	)
	Intercompany interest income/(expense)			(1,913	)		(1,117	)		3,030			-
		Adjusted EBITDA	$	62,513		$	30,036		$	(6,675	)	$	85,874
2008 (f)
Net income/(loss)			$	27,619		$	17,488		$	(12,976	)	$	32,131
Add/(deduct):
	Interest expense			83			160			5,830			6,073
	Income taxes			16,111			11,038			(6,978	)		20,171
	Depreciation			6,513			4,147			148			10,808
	Amortization			1,992			25			922			2,939
		EBITDA		52,318			32,858			(13,054	)		72,122
Add/(deduct):
	Unreserved insurance claim			-			597			-			597
	Legal expenses of OIG investigation			42			-			-			42
	Stock option expense			-			-			2,982			2,982
	Advertising cost adjustment (c)			-			(825	)		-			(825	)
	Interest income			(51	)		(40	)		(352	)		(443	)
	Intercompany interest income/(expense)			(2,427	)		(1,806	)		4,233			-
		Adjusted EBITDA	$	49,882		$	30,784		$	(6,191	)	$	74,475
The "Footnotes to Financial Statements" are integral parts of this financial information.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
RECONCILIATION OF ADJUSTED NET INCOME
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(in thousands, except per share data)(unaudited)
		Three Months Ended					Six Months Ended
		June 30,					June 30,
		2009			2008 (f)		2009			2008 (f)
Net income as reported		$	17,250		$	16,271	$	36,589		$	32,131
Add/(deduct):
	After-tax expenses associated with contested proxy solicitation		2,180			-		2,525			-
	After-tax cost of legal expenses of OIG investigation		53			35		61			26
	After-tax stock option expense		1,544			1,010		2,836			1,894
	After-tax additional interest expense resulting from the change in accounting for the conversion feature of the convertible notes		987			979		1,955			1,939
	After-tax impact of non-deductible losses and non-taxable gains on investments held in deferred compensation trusts		(20	)		-		(756	)		-
	Income tax credit related to prior years		-			-		-			(322	)
	After-tax unreserved insurance cost		-			-		-			358
Adjusted net income		$	21,994		$	18,295	$	43,210		$	36,026
Earnings Per Share As Reported
	Net income	$	0.77		$	0.69	$	1.63		$	1.36
	Average number of shares outstanding		22,417			23,486		22,406			23,681
Diluted Earnings Per Share As Reported
	Net income	$	0.76		$	0.68	$	1.61		$	1.34
	Average number of shares outstanding		22,672			23,759		22,660			24,026
Adjusted Earnings Per Share
	Net income	$	0.98		$	0.78	$	1.93		$	1.52
	Average number of shares outstanding		22,417			23,486		22,406			23,681
Adjusted Diluted Earnings Per Share
	Net income	$	0.97		$	0.77	$	1.91		$	1.50
	Average number of shares outstanding		22,672			23,759		22,660			24,026
The "Footnotes to Financial Statements" are integral parts of this financial information.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
OPERATING STATISTICS FOR VITAS SEGMENT
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(unaudited)
				Three Months Ended June 30,						Six Months Ended June 30,
OPERATING STATISTICS				2009			2008			2009			2008
	Net revenue ($000) (d)
		Homecare		$	152,006		$	144,726		$	299,060		$	286,343
		Inpatient			23,667			24,371			48,759			50,342
		Continuous care			35,125			29,951			69,716			60,948
			Total before Medicare cap allowance and 2008 BNAF*	$	210,798		$	199,048		$	417,535		$	397,633
		Estimated BNAF* Accrual Q4 2008			-			-			1,950			-
		Medicare cap allowance			505			-			235			-
			Total	$	211,303		$	199,048		$	419,720		$	397,633
	Net revenue as a percent of total before Medicare cap allowance
		Homecare			72.1	%		72.8	%		71.6	%		72.0	%
		Inpatient			11.2			12.2			11.7			12.7
		Continuous care			16.7			15.0			16.7			15.3
			Total before Medicare cap allowance and 2008 BNAF*		100.0			100.0			100.0			100.0
		Estimated BNAF* Accrual Q4 2008			-			-			0.5			-
		Medicare cap allowance			0.2			-			-			-
			Total		100.2	%		100.0	%		100.5	%		100.0	%
	Average daily census ("ADC") (days)
		Homecare			7,668			7,347			7,573			7,251
		Nursing home			3,292			3,570			3,277			3,559
			Routine homecare		10,960			10,917			10,850			10,810
		Inpatient			394			422			407			438
		Continuous care			566			507			567			521
			Total		11,920			11,846			11,824			11,769
	Total Admissions				13,840			13,956			28,008			29,168
	Total Discharges				13,740			13,707			27,605			28,704
	Average length of stay (days)				73.4			73.2			75.0			72.3
	Median length of stay (days)				14.0			13.0			14.0			13.0
	ADC by major diagnosis
		Neurological			32.8	%		32.1	%		32.7	%		32.3	%
		Cancer			19.2			20.0			19.3			20.0
		Cardio			12.1			12.9			12.2			13.0
		Respiratory			6.6			6.7			6.6			6.8
		Other			29.3			28.3			29.2			27.9
			Total		100.0	%		100.0	%		100.0	%		100.0	%
	Admissions by major diagnosis
		Neurological			17.3	%		17.7	%		17.9	%		18.5	%
		Cancer			35.4			35.7			34.9			34.6
		Cardio			11.9			12.0			12.1			12.0
		Respiratory			7.7			7.9			7.8			8.2
		Other			27.7			26.7			27.3			26.7
			Total		100.0	%		100.0	%		100.0	%		100.0	%
	Direct patient care margins (e)
		Routine homecare			52.1	%		51.5	%		51.9	%		50.5	%
		Inpatient			16.6			17.8			17.1			18.6
		Continuous care			20.2			17.6			20.2			17.1
	Homecare margin drivers (dollars per patient day)
		Labor costs		$	51.83		$	49.72		$	52.32		$	50.98
		Drug costs			7.71			7.74			7.68			7.62
		Home medical equipment			6.82			6.20			6.75			6.19
		Medical supplies			2.36			2.32			2.32			2.44
	Inpatient margin drivers (dollars per patient day)
		Labor costs		$	282.46		$	261.79		$	276.96		$	264.06
	Continuous care margin drivers (dollars per patient day)
		Labor costs		$	522.27		$	513.89		$	521.79		$	511.70
	Bad debt expense as a percent of revenues				1.1	%		1.0	%		1.1	%		1.0	%
	Accounts receivable --
	days of revenue outstanding				55.9			45.3			N.A.			N.A.
	* Budget Neutrality Adjustment Factor.
	The "Footnotes to Financial Statements" are integral parts of this financial information.

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
FOOTNOTES TO FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(unaudited)
(a)	Included in the results of operations for the three and six months ended June 30, 2009 are the following significant credits/(charges) which may not be indicative of ongoing operations (in thousands):
				Three Months Ended June 30, 2009
				VITAS			Corporate			Consolidated
	Selling, general and administrative expenses
		Stock option expense		$	-		$	(2,443	)	$	(2,443	)
		Legal expenses of OIG investigation			(86	)		-			(86	)
	Other operating expense
		Expenses associated with contested proxy solicitation			-			(3,444	)		(3,444	)
	Interest expense
		Additional interest expense resulting from the change in accounting for the conversion feature of the convertible notes			-			(1,561	)		(1,561	)
			Pretax impact on earnings		(86	)		(7,448	)		(7,534	)
	Income tax benefit on the above				33			2,737			2,770
	Income tax impact of non-deductible net market losses on investments held in deferred compensation trusts				-			20			20
			After-tax impact on earnings	$	(53	)	$	(4,691	)	$	(4,744	)
				Six Months Ended June 30, 2009
				VITAS			Roto-Rooter			Consolidated
	Selling, general and administrative expenses
		Stock option expense		$	-		$	(4,485	)	$	(4,485	)
		Legal expenses of OIG investigation			(99	)		-			(99	)
	Other operating expense
		Expenses associated with contested proxy solicitation			-			(3,989	)		(3,989	)
	Interest expense
		Additional interest expense resulting from the change in accounting for the conversion feature of the convertible notes			-			(3,091	)		(3,091	)
	Other income-net
		Non-taxable income from certain investments held in deferred compensation trusts			-			1,211			1,211
			Pretax impact on earnings		(99	)		(10,354	)		(10,453	)
	Income tax benefit on the above				38			4,249			4,287
	Income tax impact of non-deductible net market losses on investments held in deferred compensation trusts				-			(455	)		(455	)
			After-tax impact on earnings	$	(61	)	$	(6,560	)	$	(6,621	)
(b)	Included in the results of operations for the three and six months ended June 30, 2008 are the following significant credits/(charges) which may not be indicative of ongoing operations (in thousands):
				Three Months Ended June 30, 2008
				VITAS			Corporate (f)			Consolidated
	Selling, general and administrative expenses
		Stock option expense		$	-		$	(1,591	)	$	(1,591	)
		Legal expenses of OIG investigation			(57	)		-			(57	)
	Interest expense
		Additional interest expense resulting from the change in accounting for the conversion feature of the convertible notes			-			(1,542	)		(1,542	)
			Pretax impact on earnings		(57	)		(3,133	)		(3,190	)
	Income tax benefit on the above				22			1,144			1,166
			After-tax impact on earnings	$	(35	)	$	(1,989	)	$	(2,024	)
				Six Months Ended June 30, 2008
				VITAS			Roto-Rooter			Corporate (f)			Consolidated
	Cost of services provided and goods sold
		Unreserved prior year's insurance claim		$	-		$	(597	)	$	-		$	(597	)
	Selling, general and administrative expenses
		Stock option expense			-			-			(2,982	)		(2,982	)
		Legal expenses of OIG investigation			(42	)		-			-			(42	)
	Interest expense
		Additional interest expense resulting from the change in accounting for the conversion feature of the convertible notes			-			-			(3,054	)		(3,054	)
			Pretax impact on earnings		(42	)		(597	)		(6,036	)		(6,675	)
	Income tax benefit on the above				16			239			2,203			2,458
	Income tax credit related to prior years				322			-			-			322
			After-tax impact on earnings	$	296		$	(358	)	$	(3,833	)	$	(3,895	)
(c)	Under Generally Accepted Accounting Principles ("GAAP"), the Roto-Rooter segment expenses all advertising, including the cost of telephone directories, immediately upon the initial release of the advertising. Telephone directories are generally in circulation 12 months. If a directory is in circulation for a time period greater or less than 12 months, the publisher adjusts the directory billing for the change in billing period. The timing of when a telephone directory is published can and does fluctuate significantly on a quarterly basis. This "direct expensing" results in significant fluctuations in quarterly advertising expense. In the second quarters of 2009 and 2008, GAAP advertising expense for Roto-Rooter totaled $5,771,000 and $5,702,000, respectively. If the expense of the telephone directories were spread over the periods they are in circulation, advertising expense for the second quarters of 2009 and 2008 would total $6,139,000 and $5,957,000, respectively. For the six months ended June 30, 2009 and 2008, GAAP advertising expense for Roto-Rooter totaled $11,528,000 and $11,158,000, respectively. If the expense of the telephone directories were spread over the periods they are in circulation, advertising expense for the six months ended June 30, 2009 and 2008, would total $12,290,000 and $11,983,000, respectively.
(d)	VITAS has 4 large (greater than 450 ADC), 18 medium (greater than 200 but less than 450 ADC) and 23 small (less than 200 ADC) hospice programs. There are two programs continuing at June 30, 2009, with Medicare Cap cushion of less than 5% for the most recent twelve month period.
(e)	Amounts exclude indirect patient care and administrative costs, as well as Medicare Cap billing limitation.
(f)	Effective January 1, 2009, we 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)." Financial statements for 2008 and prior periods have been restated for this change in accounting.

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