10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒    Quarterly Report Under Section 13 or 15 (d) of the Securities Exchange Act of 1934 For the Quarterly Period Ended September 30, 2018

☐    Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 1-8351

CHEMED CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	31-0791746
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
255 E. Fifth Street, Suite 2600, Cincinnati, Ohio	45202
(Address of principal executive offices)	(Zip code)

(513) 762-6690

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter periods that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended the extended transition period for complying with a new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class	Amount	Date
Capital Stock $1 Par Value	16,012,354 Shares	September 30, 2018

-1-

CHEMED CORPORATION AND

SUBSIDIARY COMPANIES

Index

			Page No.
PART I.    FINANCIAL INFORMATION:
	Item 1.  Financial Statements
		Unaudited Consolidated Balance Sheets -
		September 30, 2018 and December 31, 2017	3
		Unaudited Consolidated Statements of Income -
		Three and nine months ended September 30, 2018 and 2017	4
		Unaudited Consolidated Statements of Cash Flows -
		Nine months ended September 30, 2018 and 2017	5
		Notes to Unaudited Consolidated Financial Statements	6
	Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations		20
	Item 3.  Quantitative and Qualitative Disclosures about Market Risk		38
	Item 4.  Controls and Procedures		38
PART II.   OTHER INFORMATION
	Item 1.    Legal Proceedings		38
	Item 1A. Risk Factors		38
	Item 2.    Unregistered Sales of Equity Securities and Use of  Proceeds		39
	Item 3.    Defaults Upon Senior Securities		39
	Item 4.    Mine Safety Disclosures		39
	Item 5.    Other Information		39
	Item 6.    Exhibits		40
		EX – 31.1
		EX – 31.2
		EX – 31.3
		EX – 32.1
		EX – 32.2
		EX – 32.3
		EX – 101.INS
		EX – 101.SCH
		EX – 101.CAL
		EX – 101.DEF
		EX – 101.LAB
		EX – 101.PRE

-2-

PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED BALANCE SHEETS
(in thousands, except share and per share data)
	September 30, 2018			December 31, 2017
ASSETS
Current assets
Cash and cash equivalents	$	67,459		$	11,121
Accounts receivable less allowances (2017 - $15,175)		108,999			113,651
Inventories		5,763			5,334
Prepaid income taxes		6,039			29,848
Prepaid expenses		17,610			16,092
Total current assets		205,870			176,046
Investments of deferred compensation plans		70,237			62,067
Properties and equipment, at cost, less accumulated depreciation of $241,376 (2017 - $230,034)		154,434			143,034
Identifiable intangible assets less accumulated amortization of $32,982 (2017 - $32,887)		56,649			54,865
Goodwill		483,281			476,887
Other assets		8,653			7,127
Total Assets	$	979,124		$	920,026
LIABILITIES
Current liabilities
Accounts payable	$	36,977		$	48,372
Current portion of long-term debt		-			10,000
Accrued insurance		43,503			46,968
Accrued compensation		70,687			62,933
Accrued legal		1,423			1,786
Other current liabilities		27,608			23,463
Total current liabilities		180,198			193,522
Deferred income taxes		15,293			16,640
Long-term debt		130,000			91,200
Deferred compensation liabilities		68,492			61,800
Other liabilities		16,988			16,510
Total Liabilities		410,971			379,672
Commitments and contingencies (Note 10)
STOCKHOLDERS' EQUITY
Capital stock - authorized 80,000,000 shares $1 par; issued 35,211,061 shares (2017 - 34,732,192 shares)		35,211			34,732
Paid-in capital		755,263			695,797
Retained earnings		1,175,949			1,038,955
Treasury stock - 19,281,842 shares (2017 - 18,694,047)		(1,400,577	)		(1,231,332	)
Deferred compensation payable in Company stock		2,307			2,202
Total Stockholders' Equity		568,153			540,354
Total Liabilities and Stockholders' Equity	$	979,124		$	920,026
See accompanying notes to unaudited consolidated financial statements.

-3-

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENTS OF INCOME
(in thousands, except per share data)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Service revenues and sales	$	444,151		$	417,444		$	1,325,140		$	1,238,367
Cost of services provided and goods sold (excluding depreciation)		305,312			288,047			915,589			859,039
Selling, general and administrative expenses		67,177			66,919			204,474			205,031
Depreciation		9,657			8,819			28,642			26,545
Amortization		35			33			96			111
Other operating expenses/(income)		257			(371	)		88			91,138
Total costs and expenses		382,438			363,447			1,148,889			1,181,864
Income from operations		61,713			53,997			176,251			56,503
Interest expense		(1,082	)		(1,048	)		(3,813	)		(3,164	)
Other income - net		2,300			1,323			4,356			5,439
Income before income taxes		62,931			54,272			176,794			58,778
Income taxes		(11,682	)		(18,835	)		(25,578	)		(15,153	)
Net income	$	51,249		$	35,437		$	151,216		$	43,625
Earnings Per Share:
Net income	$	3.19		$	2.22		$	9.41		$	2.72
Average number of shares outstanding		16,074			15,976			16,070			16,068
Diluted Earnings Per Share:
Net income	$	3.06		$	2.13		$	8.98		$	2.60
Average number of shares outstanding		16,772			16,676			16,830			16,763
Cash Dividends Per Share	$	0.30		$	0.28		$	0.86		$	0.80
See accompanying notes to unaudited consolidated financial statements.

-4-

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
	Nine Months Ended September 30,
	2018			2017
Cash Flows from Operating Activities
Net income	$	151,216		$	43,625
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization		28,738			26,656
Stock option expense		9,360			7,738
Noncash long-term incentive compensation		4,176			2,888
Benefit for deferred income taxes		(1,344	)		(36,175	)
Noncash directors' compensation		766			766
Amortization of restricted stock awards		446			933
Amortization of debt issuance costs		361			387
Litigation settlement		-			90,000
Provision for uncollectible accounts receivable		-			12,953
Changes in operating assets and liabilities:
Decrease in accounts receivable		4,637			27,534
(Increase)/decrease in inventories		(429	)		97
Increase in prepaid expenses		(1,518	)		(2,573	)
Increase in accounts payable and other current liabilities		12,182			2,448
Change in current income taxes		23,858			12,432
Increase in other assets		(9,441	)		(6,238	)
Increase in other liabilities		7,190			6,046
Other sources		410			1,472
Net cash provided by operating activities		230,608			190,989
Cash Flows from Investing Activities
Capital expenditures		(36,554	)		(50,247	)
Business combinations		(12,875	)		(525	)
Other sources		480			116
Net cash used by investing activities		(48,949	)		(50,656	)
Cash Flows from Financing Activities
Proceeds from revolving line of credit		428,150			183,700
Payments on revolving line of credit		(324,350	)		(203,700	)
Purchases of treasury stock		(121,976	)		(94,640	)
Payments on other long-term debt		(75,000	)		(6,250	)
Capital stock surrendered to pay taxes on stock-based compensation		(24,763	)		(7,637	)
Proceeds from exercise of stock options		23,079			11,625
Change in cash overdrafts payable		(15,307	)		(8,139	)
Dividends paid		(13,850	)		(12,879	)
Debt issuance costs		(985	)		-
Other (uses)/sources		(319	)		1,148
Net cash used by financing activities		(125,321	)		(136,772	)
Increase in Cash and Cash Equivalents		56,338			3,561
Cash and cash equivalents at beginning of year		11,121			15,310
Cash and cash equivalents at end of period	$	67,459		$	18,871
See accompanying notes to unaudited consolidated financial statements.

-5-

CHEMED CORPORATION AND SUBSIDIARY COMPANIES

Notes to Unaudited Consolidated Financial Statements

1.   Basis of Presentation

As used herein, the terms "We," "Company" and "Chemed" refer to Chemed Corporation or Chemed Corporation and its consolidated subsidiaries.

We have prepared the accompanying unaudited consolidated financial statements of Chemed in accordance with Rule 10-01 of SEC Regulation S-X.  Consequently, we have omitted certain disclosures required under generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. The December 31, 2017 balance sheet data were derived from audited financial statements but do not include all disclosures required by GAAP.  However, in our opinion, the financial statements presented herein contain all adjustments, consisting only of normal recurring adjustments, necessary to state fairly our financial position, results of operations and cash flows.  These financial statements are prepared on the same basis as and should be read in conjunction with the audited Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017.

CASH FLOW CLASSIFICATION

In August 2016, the FASB issued Accounting Standards Update “ASU No. 2016-15 – Cash Flow Classification” which amends guidance on the classification of certain cash receipts and payments in the statement of cash flows.  The primary purpose of ASU 2016-15 was to reduce diversity in practice related to eight specific cash flow issues.  The guidance in this ASU was effective for fiscal years beginning after December 15, 2017.    We adopted this ASU as of January 1, 2018.  There was no material effect to our statements of cash flow.

INCOME TAXES

The enactment of the Tax Cuts and Jobs Act (“the Act”) and subsequent issue of SAB 118 provides for a measurement period not to exceed one year in order to complete implementation of the Act. We have recognized and disclosed provisional amounts for material items in the prior period. We expect to complete our implementation within one year consistent with SAB 118.  We have not recognized a provisional amount for GILTI tax as we do not expect this to materially impact the financial statements. We have not adjusted or recognized any other provisional amounts related to the Act during the quarter and year ended September 30, 2018.

Our effective income tax rate was 18.6% in the third quarter of 2018 compared to 34.7% during the third quarter of 2017.   Excess tax benefit on stock options reduced our income tax expenses by $3.1 million and $1.8 million, respectively for the quarters ended September 30, 2018 and 2017.

Our effective income tax rate was 14.5% for the first nine months ended September 30, 2018 compared to 25.8% during the first nine months ended of 2017.   Excess tax benefit on stock options reduced our income tax expenses by $18.6 million and $8.1 million, respectively for the nine months ended September 30, 2018 and 2017.

NON-CASH TRANSACTIONS

Included in the accompanying Consolidated Balance Sheets are $2.5 million and $2.7 million of capitalized property and equipment which were not paid for as of September 30, 2018 and December 31, 2017, respectively.  These amounts have been excluded from capital expenditures in the accompanying Consolidated Statements of Cash Flow.  There are no material non-cash amounts included in interest expense for any period presented.

2.   Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update “ASU No. 2014-09 – Revenue from Contracts with Customers.”  The standard and subsequent amendments are theoretically intended to develop a common revenue standard for removing inconsistencies and weaknesses, improve comparability, provide for more useful information to users through improved disclosure requirements and simplify the preparation of financial statements.  The standard is also referred to as Accounting Standards Codification No. 606 (“ASC606”).  We adopted ASC 606 effective January 1, 2018.  The required disclosures of ASC 606 and impact of adoption are discussed below for each of our operating subsidiaries.

-6-

VITAS

Service revenue for VITAS is reported at the amount that reflects the ultimate consideration we expect to receive in exchange for providing patient care.  These amounts are due from third-party payors, primarily commercial health insurers and government programs (Medicare and Medicaid), and includes variable consideration for revenue adjustments due to settlements of audits and reviews, as well as certain hospice-specific revenue capitations.  Amounts are generally billed monthly or subsequent to patient discharge.  Subsequent changes in the transaction price initially recognized are not significant.

Hospice services are provided on a daily basis and the type of service provided is determined based on a physician’s determination of each patient’s specific needs on that given day.  Reimbursement rates for hospice services are on a per diem basis regardless of the type of service provided or the payor.  Reimbursement rates from government programs are established by the appropriate governmental agency and are standard across all hospice providers.  Reimbursement rates from health insurers are negotiated with each payor and generally structured to closely mirror the Medicare reimbursement model.  The types of hospice services provided and associated reimbursement model for each are as follows:

Routine Home Care occurs when a patient receives hospice care in their home, including a nursing home setting.  The routine home care rate is paid for each day that a patient is in a hospice program and is not receiving one of the other categories of hospice care.  For Medicare patients, the routine home care rate reflects a two-tiered rate, with a higher rate for the first 60 days of a hospice patient’s care and a lower rate for days 61 and after.  In addition, there is a Service Intensity Add-on payment which covers direct home care visits conducted by a registered nurse or social worker in the last seven days of a hospice patient’s life, reimbursed up to four hours per day in fifteen minute increments at the continuous home care rate.

General Inpatient Care occurs when a patient requires services in a controlled setting for a short period of time for pain control or symptom management which cannot be managed in other settings.  General inpatient care services must be provided in a Medicare or Medicaid certified hospital or long-term care facility or at a freestanding inpatient hospice facility with the required registered nurse staffing.

Continuous Home Care is provided to patients while at home, including a nursing home setting, during periods of crisis when intensive monitoring and care, primarily nursing care, is required in order to achieve palliation or management of acute medical symptoms.  Continuous home care requires a minimum of 8 hours of care within a 24-hour day, which begins at midnight.  The care must be predominantly nursing care provided by either a registered nurse or licensed nurse practitioner.  While the published Medicare continuous home care rates are daily rates, Medicare pays for continuous home care in fifteen minute increments.  This fifteen minute rate is calculated by dividing the daily rate by 96.

Respite Care permits a hospice patient to receive services on an inpatient basis for a short period of time in order to provide relief for the patient’s family or other caregivers from the demands of caring for the patient.  A hospice can receive payment for respite care for a given patient for up to five consecutive days at a time, after which respite care is reimbursed at the routine home care rate.

Each level of care represents a separate promise under the contract of care and is provided independently for each patient contingent upon the patient’s specific medical needs as determined by a physician.  However, the clinical criteria used to determine a patient’s level of care is consistent across all patients, given that, each patient is subject to the same payor rules and regulations.  As a result, we have concluded that each level of care is capable of being distinct and is distinct in the context of the contract.  Furthermore, we have determined that each level of care represents a stand ready service provided as a series of either days or hours of patient care.  We believe that the performance obligations for each level of care meet criteria to be satisfied over time.  VITAS recognizes revenue based on the service output.  VITAS believes this to be the most faithful depiction of the transfer of control of services as the patient simultaneously receives and consumes the benefits provided by our performance. Revenue is recognized on a daily or hourly basis for each patient in accordance with the reimbursement model for each type of service.  VITAS’ performance obligations relate to contracts with an expected duration of less than one year.  Therefore, VITAS has elected to apply the optional exception provided in ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.  The unsatisfied or partially satisfied performance obligations referred to above relate to bereavement services provided to patients’ families for at least 12 months after discharge.

Care is provided to patients regardless of their ability to pay.  Patients who meet our criteria for charity care are provided care without charge.  There is no revenue or associated accounts receivable in the accompanying consolidated financial statements related to charity care.  The cost of providing charity care during the quarters ended September 30, 2018 and 2017 was $2.0 million and $1.9 million, respectively.  The cost of providing charity care during the nine months ended September 30, 2018 and 2017 was $6.2 million and $5.6 million, respectively. The cost of charity care is included in cost of services provided and goods sold and is calculated by taking the ratio of charity care days to total days of care and multiplying by the total cost of care.

-7-

Generally, patients who are covered by third-party payors are responsible for related deductibles and coinsurance which vary in amount.  VITAS also provides service to patients without a reimbursement source and may offer those patients discounts from standard charges.  VITAS estimates the transaction price for patients with deductibles and coinsurance, along with those uninsured patients, based on historical experience and current conditions.  The estimate of any contractual adjustments, discounts or implicit price concessions reduces the amount of revenue initially recognized.  Subsequent changes to the estimate of the transaction price are recorded as adjustments to patient service revenue in the period of change.  Subsequent changes that are determined to be the result of an adverse change in the patients’ ability to pay (i.e. change in credit risk) are recorded as bad debt expense.  VITAS has no material adjustments related to subsequent changes in the estimate of the transaction price or subsequent changes as the result of an adverse change in the patient’s ability to pay for any period reported.

Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation.  Compliance with such laws and regulations may be subject to future government review and interpretation.  Additionally, the contracts we have with commercial health insurance payors provide for retroactive audit and review of claims.  Settlement with third party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care.  The variable consideration is estimated based on the terms of the payment agreement, existing correspondence from the payor and our historical settlement activity.  These estimates are adjusted in future periods, as new information becomes available.

We are subject to certain limitations on Medicare payments for services which are considered variable consideration, as follows:

Inpatient Cap.  If the number of inpatient care days any hospice program provides to Medicare beneficiaries exceeds 20% of the total days of hospice care such program provided to all Medicare patients for an annual period beginning September 28, the days in excess of the 20% figure may be reimbursed only at the routine homecare rate. None of VITAS’ hospice programs exceeded the payment limits on inpatient services during the three and nine months ended September 30, 2018 and 2017.

Medicare Cap.  We are also subject to a Medicare annual per-beneficiary cap (“Medicare cap”). Compliance with the Medicare cap is measured in one of two ways based on a provider election. The “streamlined” method compares total Medicare payments received under a Medicare provider number with respect to services provided to all Medicare hospice care beneficiaries in the program or programs covered by that Medicare provider number between November 1 of each year and October 31 of the following year with the product of the per-beneficiary cap amount and the number of Medicare beneficiaries electing hospice care for the first time from that hospice program or programs from September 28 through September 27 of the following year.  At September 30, 2018 all our programs except one are using the “streamlined” method.

The “proportional” method compares the total Medicare payments received under a Medicare provider number with respect to services provided to all Medicare hospice care beneficiaries in the program or programs covered by the Medicare provider number between September 28 and September 27 of the following year with the product of the per beneficiary cap amount and a pro-rated number of Medicare beneficiaries receiving hospice services from that program during the same period. The pro-rated number of Medicare beneficiaries is calculated based on the ratio of days the beneficiary received hospice services during the measurement period to the total number of days the beneficiary received hospice services.

We actively monitor each of our hospice programs, by provider number, as to their specific admission, discharge rate and median length of stay data in an attempt to determine whether revenues are likely to exceed the annual per-beneficiary Medicare cap. Should we determine that revenues for a program are likely to exceed the Medicare cap based on projected trends, we attempt to institute corrective actions, which include changes to the patient mix and increased patient admissions. However, should we project our corrective action will not prevent that program from exceeding its Medicare cap, we estimate revenue recognized during the government fiscal year that will require repayment to the Federal government under the Medicare cap and record an adjustment to revenue of an amount equal to a ratable portion of our best estimate for the year.

-8-

In 2013, the U.S. government implemented automatic budget reductions of 2.0% for all government payees, including hospice benefits paid under the Medicare program. In 2015, CMS determined that the Medicare cap should be calculated “as if” sequestration did not occur. As a result of this decision, VITAS has received notification from our third-party intermediary that an additional $3.2 million is owed for Medicare cap in three programs arising during the 2013 through 2017 measurement periods. The amounts are automatically deducted from our semi-monthly PIP payments. We do not believe that CMS is authorized under the sequestration authority or the statutory methodology for establishing the Medicare cap to the amounts they have withheld and intend to withhold under their current “as if” methodology. We have appealed CMS’s methodology change.

During the quarter ended September 30, 2018, we recorded $2.0 million in net Medicare cap revenue reduction related to two programs for the 2018 government fiscal year. During the nine months ended September 30, 2018, we recorded $487,000 in net Medicare cap revenue reduction related to two programs for the 2018 government fiscal year and $181,000 related to adjustments of prior year cap liabilities.

For VITAS’ patients in the nursing home setting in which Medicaid pays the nursing home room and board, VITAS serves as a pass-through between Medicaid and the nursing home.  We are responsible for paying the nursing home for that patient’s room and board.  Medicaid reimburses us for 95% of the amount we have paid.  This results in a 5% net expense for VITAS related to nursing home room and board.  This transaction creates a performance obligation in that VITAS is facilitating room and board being delivered to our patient.  As a result, the 5% net expense is recognized as a contra-revenue account under ASC 606 in the accompanying financial statements.

The composition of patient care service revenue by payor and level of care for the quarter ended September 30, 2018 is as follows (in thousands):

	Medicare		Medicaid		Commercial		Total
Routine home care	$	239,590	$	11,984	$	5,560	$	257,134
Continuous care		27,391		1,539		1,455		30,385
Inpatient care		16,287		1,998		1,332		19,617
	$	283,268	$	15,521	$	8,347	$	307,136
All other revenue - self-pay, respite care, etc.								2,104
Subtotal							$	309,240
Medicare cap adjustment								(1,950	)
Implicit price concessions								(2,957	)
Room and board, net								(2,569	)
Net revenue							$	301,764

The composition of patient care service revenue by payor and level of care for the nine months ended September 30, 2018 is as follows (in thousands):

	Medicare		Medicaid		Commercial		Total
Routine home care	$	696,248	$	35,283	$	17,015	$	748,546
Continuous care		82,604		4,570		4,490		91,664
Inpatient care		52,174		5,899		3,730		61,803
	$	831,026	$	45,752	$	25,235	$	902,013
All other revenue - self-pay, respite care, etc.								5,844
Subtotal							$	907,857
Medicare cap adjustment								(668	)
Implicit price concessions								(8,749	)
Room and board, net								(7,863	)
Net revenue							$	890,577

-9-

Roto-Rooter

Roto-Rooter provides plumbing, drain cleaning, water restoration and other related services to both residential and commercial customers primarily in the United States.  Services are provided through a network of company-owned branches, independent contractors and franchisees.  Service revenue for Roto-Rooter is reported at the amount that reflects the ultimate consideration we expect to receive in exchange for providing services.

Roto-Rooter owns and operates branches focusing mainly on large population centers in the United States.  Roto-Rooter’s primary lines of business in company-owned branches consist of plumbing, sewer and drain cleaning, excavation and water restoration.  For purposes of ASC 606 analysis, plumbing, sewer and drain cleaning, and excavation have been combined into one portfolio and are referred to as “short-term core services”.  Water restoration is analyzed as a separate portfolio.  The following describes the key characteristics of these portfolios:

Short-term Core Services are plumbing, drain and sewer cleaning and excavation services.  These services are provided to both commercial and residential customers.  The duration of services provided in this category range from a few hours to a few days.  There are no significant warranty costs or on-going obligations to the customer once a service has been completed.  For residential customers, payment is received at the time of job completion before the Roto-Rooter technician leaves the residence.  Commercial customers may be granted credit subject to internally designated authority limits and credit check guidelines.  If credit is granted, payment terms are 30 days or less.

Each job in this category is a distinct service with a distinct performance obligation to the customer.  Revenue is recognized at the completion of each job.  Variable consideration consists of pre-invoice discounts and post-invoice discounts.  Pre-invoice discounts are given in the form of coupons or price concessions. Post-invoice discounts consist of credit memos generally granted to resolve customer service issues.  Variable consideration is estimated based on historical activity and recorded at the time service is completed.

Water Restoration Services involve the remediation of water and humidity after a flood.   These services are provided to both commercial and residential customers.  The duration of services provided in this category generally ranges from 3 to 5 days.  There are no significant warranties or on-going obligations to the customer once service has been completed.  The majority of these services are paid by the customer’s insurance company.  Variable consideration relates primarily to allowances taken by insurance companies upon payment.  Variable consideration is estimated based on historical activity and recorded at the time service is completed.

For both short-term core services and water restoration services, Roto-Rooter satisfies its performance obligation at a point in time.  The services provided generally involve fixing plumbing, drainage or flood-related issues at the customer’s property.  At the time service is complete, the customer acknowledges its obligation to pay for service and its satisfaction with the service performed.  This provides evidence that the customer has accepted the service and Roto-Rooter is now entitled to payment.  As such, Roto-Rooter recognizes revenue for these services upon completion of the job and receipt of customer acknowledgement.  Roto-Rooter’s performance obligations for short-term core services and water restoration services relate to contracts with an expected duration of less than a year.  Therefore, Roto-Rooter has elected to apply the optional exception provided in ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.  Roto-Rooter does not have significant unsatisfied or partially unsatisfied performance obligations at the time of initial revenue recognition for short-term core or water restoration services.

Roto-Rooter owns the rights to certain territories and contracts with an independent third-party to operate the territory under Roto-Rooter’s registered trademarks.  The contract is for a specified term but cancellable by either party without penalty with 90 days advance notice.  Under the terms of these arrangements, Roto-Rooter provides certain back office support and advertising along with a limited license to use Roto-Rooter’s registered trademarks.  The independent contractor is responsible for all day-to-day management of the business including staffing decisions and pricing of services provided. All performance obligations of Roto-Rooter cease at the termination of the arrangement.

Independent contractors pay Roto-Rooter a standard fee calculated as a percentage of their weekly labor sales.  The primary value for the independent contractors under these arrangements is the right to use Roto-Rooter’s registered trademarks.  Roto-Rooter recognizes revenue from independent contractors over-time (weekly) as the independent contractor’s labor sales are completed.  Payment from independent contractors is also received on a weekly basis.  The use of Roto-Rooter’s registered trademarks and advertising provides immediate value to the independent contractor as a result of Roto-Rooter’s nationally recognized brand.  Therefore, over-time recognition provides the most faithful depiction of the transfer of services as the customer simultaneously receives and consumes the benefits provided. There is no significant variable consideration related to these arrangements.

-10-

Roto-Rooter has licensed the rights to operate under Roto-Rooter’s registered trademarks in other territories to franchisees.   The contract is for a 10 year term but cancellable by Roto-Rooter for cause with 60 day advance notice without penalty.  The franchisee may cancel the contract for any reason with 60 days advance notice without penalty.  Under the terms of the contract, Roto-Rooter provides national advertising and consultation on various aspects of operating a Roto-Rooter business along with the right to use Roto-Rooter’s registered trademarks.  The franchisee is responsible for all day- to-day management of the business including staffing decisions, pricing of services provided and local advertising spend and placement. All performance obligations of Roto-Rooter cease at the termination of the arrangement.

Franchisees pay Roto-Rooter a standard monthly fee based on the population within the franchise territory.  The standard fee is revised on a yearly basis based on changes in the Consumer Price Index for All Urban Consumers.  The primary value for the franchisees under this arrangement is the right to use Roto-Rooter’s registered trademarks.  Roto-Rooter recognizes revenue from franchisees over-time (monthly).  Payment from franchisees is also received on a monthly basis.  The use of Roto-Rooter’s registered trademarks and advertising provides immediate value to the franchisees as a result of Roto-Rooter’s nationally recognized brand.  Therefore, over-time recognition provides the most faithful depiction of the transfer of services as the customer simultaneously receives and consumes the benefits provided. There is no significant variable consideration related to these arrangements.

The composition of disaggregated revenue for the quarter ended September 30, 2018 is as follows (in thousands):

Short-term core service jobs	$	102,346
Water restoration		25,001
Contractor revenue		12,219
Franchise fees		1,593
All other		2,876
Subtotal	$	144,035
Implicit price concessions and credit memos		(1,648	)
Net revenue	$	142,387

The composition of disaggregated revenue for the nine months ended September 30, 2018 is as follow (in thousands):

Short-term core service jobs	$	311,518
Water restoration		77,502
Contractor revenue		36,950
Franchise fees		4,758
All other		9,032
Subtotal	$	439,760
Implicit price concessions and credit memos		(5,197	)
Net revenue	$	434,563

        Initial Adoption of ASC 606

The Company utilized the modified retrospective method of adoption for all contracts.  Except for the changes discussed below, the Company has consistently applied the accounting policies to all periods presented in the consolidated financial statements.  Sales tax collected from customers at Roto-Rooter is excluded from revenue under ASC 606 and prior revenue standards.

For VITAS, expenses related to payor audits and reviews, as well as variable consideration estimated for patient deductibles and coinsurance, have been historically estimated as revenue was recognized and classified as bad debt expense, included in the consolidated statements of income as selling, general and administrative expense.  Upon adoption of ASC 606, these expenses are classified as contra-revenue.  There is no change in the timing of recognition related to the variable consideration.  The amount of these expenses during the three and nine months ended September 30, 2018 was $3.0 million and $8.7 million, respectively.

-11-

Also for VITAS, the 5% net expense related to Medicaid room and board has been historically recorded on a net basis in cost of services provided in the consolidated income statements.  Upon adoption of ASC 606, due to the change in the residual value method required by ASC 606, the expense will be classified as a contra-revenue.  The amount of the change in the classification for these expenses during the three and nine months ended September 30, 2018 was $2.6 million and $7.9 million, respectively.  There has been no change in the evaluation of Medicaid room and board related to net versus gross presentation.

Related to Roto-Rooter, expenses related to post-invoice variable consideration in our short-term core portfolio, and adjustments made subsequent to initial estimates related to allowances taken by insurance companies for water restoration, have been classified as a contra-revenue account in the statements of income.  These amounts were previously classified as bad debt expense in SG&A.  The amount of the change in classification for these expenses during the three and nine months ended September 30, 2018 was $1.6 million and $5.2 million, respectively.  The initial estimate related to allowances taken by insurance companies for water restoration services have historically been classified as contra-revenue and did not change as a result of the transition.

There was no material impact on the consolidated balance sheets related to the initial adoption.  There is no impact to consolidated net income as a result of the initial adoption.  As a result of the change in classification in the statements of income, amounts previously included in the provision for uncollectible accounts in the statements of cash flow have been included in the decrease/(increase) in accounts receivable line item in 2018.  The total impact of the change from prior revenue guidance (ASC 605) to guidance adopted on January 1, 2018 related to classification in the statements of income is as follows (in thousands):

	Impact for the three months ended September 30, 2018
		ASC 605	Adjustment			ASC 606
Service revenue and sales	$	451,325	$	(7,174	)	$	444,151
Cost of services provided and goods sold		307,881		(2,569	)		305,312
Selling, general and administrative expenses		71,782		(4,605	)		67,177

	Impact for the nine months ended September 30, 2018
	ASC 605		Adjustment			ASC 606
Service revenue and sales	$	1,346,949	$	(21,809	)	$	1,325,140
Cost of services provided and goods sold		923,452		(7,863	)		915,589
Selling, general and administrative expenses		218,420		(13,946	)		204,474

3.   Segments

Service revenues and sales by business segment are shown in Footnote 2.   After-tax earnings by business segment are as follows (in thousands):

	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
After-tax Income/(Loss)
VITAS	$	35,921		$	26,454		$	99,720		$	14,797
Roto-Rooter		24,563			16,034			72,799			47,716
Total		60,484			42,488			172,519			62,513
Corporate		(9,235	)		(7,051	)		(21,303	)		(18,888	)
Net income	$	51,249		$	35,437		$	151,216		$	43,625

We report corporate administrative expenses and unallocated investing and financing income and expense not directly related to either segment as “Corporate”.

-12-

4.  Earnings/(Loss) per Share

Earnings per share (“EPS”) are computed using the weighted average number of shares of capital stock outstanding.  Earnings and diluted earnings per share are computed as follows (in thousands, except per share data):

	Net Income
For the Three Months Ended September 30,	Income		Shares		Earnings per Share
2018
Earnings	$	51,249		16,074	$	3.19
Dilutive stock options		-		613
Nonvested stock awards		-		85
Diluted earnings	$	51,249		16,772	$	3.06
2017
Loss	$	35,437		15,976	$	2.22
Dilutive stock options		-		616
Nonvested stock awards		-		84
Diluted loss	$	35,437		16,676	$	2.13

	Net Income
For the Nine Months Ended September 30,	Income		Shares		Earnings per Share
2018
Earnings	$	151,216		16,070	$	9.41
Dilutive stock options		-		662
Nonvested stock awards		-		98
Diluted earnings	$	151,216		16,830	$	8.98
2017
Earnings	$	43,625		16,068	$	2.72
Dilutive stock options		-		609
Nonvested stock awards		-		86
Diluted earnings	$	43,625		16,763	$	2.60

For the three and nine month periods ended September 30, 2018, there were no stock options excluded in the computation of dilutive earnings per share because they would have been anti-dilutive.

For the three months ended September 30, 2017, no stock options and nonvested stock awards have been excluded in the calculation of dilutive earnings per share as they would be anti-dilutive due to the net loss for the period.

For the nine month period ended September 30, 2017, there were 7,304 stock options excluded in the computation of dilutive earnings per share because they would have been anti-dilutive.

5.   Long-Term Debt and Lines of Credit

On June 20, 2018, we replaced our existing credit agreement with the Fourth Amended and Restated Credit Agreement (“2018 Credit Agreement”).  Terms of the 2018 Credit Agreement consist of a five-year, $450 million revolving credit facility and a $150 million expansion feature, which may consist of term loans or additional revolving commitments.  The interest rate at the inception of the agreement is LIBOR plus 100 basis points.  The 2018 Credit Agreement has a floating interest rate that is generally LIBOR plus a tiered additional rate which varies based on our current leverage ratio.  The amount outstanding as of September 30, 2018 is $130.0 million.

-13-

Debt issuance costs associated with the prior credit agreement were not written off as the lenders and their relative percentages participation in the facility did not change.  With respect to the 2018 Credit Agreement, deferred financing costs were $1.0 million.

The 2018 Credit Agreement contains the following quarterly financial covenants:

Description	Requirement
Leverage Ratio (Consolidated Indebtedness/Consolidated  Adj. EBITDA)	< 3.50 to 1.00
Fixed Charge Coverage Ratio (Consolidated Free Cash Flow/Consolidated Fixed Charges)	> 1.50 to 1.00

We are in compliance with all debt covenants as of September 30, 2018. We have issued $36.4 million in standby letters of credit as of September 30, 2018 mainly for insurance purposes.  Issued letters of credit reduce our available credit under the 2018 Credit Agreement.  As of September 30, 2018, we have approximately $283.6 million of unused lines of credit available and eligible to be drawn down under our revolving credit facility.

6.   Other Operating (Income)/Expenses

	Three months ended September 30,					Nine months ended September 30,
	2018		2017			2018			2017
Loss on disposal of fixed assets	$	257	$	-		$	292		$	-
Accrued litigation settlement		-		-			(204	)		90,000
Program closure (income)/expenses		-		(371	)		-			1,138
Total other operating (income)/expenses	$	257	$	(371	)	$	88		$	91,138

In June 2017, we recorded a $90.0 million charge for the settlement of a lawsuit at VITAS.  See Footnote 10 for a detailed description.

7.   Other Income – Net

Other income -- net comprises the following (in thousands):

	Three months ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
Market value adjustment on assets held in
deferred compensation trust	$	2,189	$	1,417		$	3,827	$	5,619
Interest income		111		51			529		297
Other - net		-		(145	)		-		(477	)
Total other income - net	$	2,300	$	1,323		$	4,356	$	5,439

 8.   Stock-Based Compensation Plans

On February 16, 2018, the Compensation/Incentive Committee of the Board of Directors (“CIC”) granted 7,523 Performance Stock Units (“PSUs”) contingent upon the achievement of certain total shareholders return (“TSR”) targets as compared to the TSR of a group of peer companies for the three-year period ending December 31, 2020, the date at which such awards vest.  The cumulative compensation cost of the TSR-based PSU award to be recorded over the three year service period is $2.6 million.

On February 16, 2018, the CIC also granted 7,523 PSUs contingent upon the achievement of certain earnings per share (“EPS”) targets for the three-year period ending December 31, 2020.  At the end of each reporting period, the Company estimates the number of shares that it believes will ultimately be earned and records the corresponding expense over the service period of the award.  We currently estimate the cumulative compensation cost of the EPS-based PSUs to be recorded over the three year service period is $1.9 million.

-14-

9.   Retirement Plans

All of the Company’s plans that provide retirement and similar benefits are defined contribution plans.  These expenses include the impact of market gains and losses on assets held in deferred compensation plans and are recorded in selling, general and administrative expenses.  Expenses for the Company’s retirement and profit-sharing plans, excess benefit plans and other similar plans are as follows (in thousands):

Three months ended September 30,					Nine months ended September 30,
	2018		2017			2018		2017
	$	5,463	$	4,427		$	15,436	$	15,136

10.  Legal and Regulatory Matters

The VITAS segment of the Company’s business operates in a heavily-regulated industry.  As a result, the Company is subjected to inquiries and investigations by various government agencies, as well as to lawsuits, including qui tam actions.  The following sections describe the various ongoing material lawsuits and investigations of which the Company is currently aware.  It is not possible at this time for us to estimate either the timing or outcome of any of those matters, or whether any potential loss, or range of potential losses, is probable or reasonably estimable.

Regulatory Matters and Litigation

The Company and certain current and former directors and officers are defendants in a case captioned In re Chemed Corp. Shareholder Derivative Litigation, No. 13 Civ. 1854 (LPS) (CJB) (D. Del.), which was consolidated on February 2, 2015.

On February 2, 2015, the Court appointed KBC Asset Management NV the sole lead plaintiff and its counsel, the sole lead and liaison counsel.  On March 3, 2015, Lead Plaintiff KBC designated its Complaint as the operative complaint in the consolidated proceedings and defendants renewed a previously filed motion to dismiss those claims and allegations.  The consolidated Complaint named fourteen individual defendants, together with the Company as nominal defendant.  The Complaint alleges a claim for breach of fiduciary duty against the individual defendants for allegedly permitting the Company to submit false claims to the U.S. government.  The Complaint seeks (a) a declaration that the individual defendants breached their fiduciary duties to the Company; (b) an order requiring those defendants to pay compensatory damages, restitution and exemplary damages, in unspecified amounts, to the Company; (c) an order directing the Company to implement new policies and procedures; and (d) costs and disbursements incurred in bringing the action, including attorneys’ fees.  On May 12, 2016, the Court issued a Memorandum Order granting Chemed’s motion to dismiss, and dismissing Lead Plaintiff KBC’s Complaint without prejudice to KBC’s opportunity to file within 30 days of the date of the Court’s Order (i.e., by June 13, 2016) an amended Complaint addressing the deficiencies in its duty of loyalty claim.  Lead Plaintiff KBC did not file an amended Complaint within the time specified by the Court.

However, on June 13, 2016, counsel for Chemed shareholder Michael Kvint filed a letter with the Court requesting a two-week extension to file a motion to substitute Mr. Kvint as lead plaintiff, in place of Lead Plaintiff KBC and to file an amended Complaint.  Alternatively, counsel for Mr. Kvint requested that any dismissal of the action be with prejudice to KBC only.  On June 14, 2016, Chemed filed a reply letter with the Court, reserving its rights to oppose any motion filed by Mr. Kvint and, if warranted, to oppose any other actions taken by Mr. Kvint to proceed with the action (including by filing an untimely amended Complaint).  On June 21, 2016, the Court entered an Oral Order providing Mr. Kvint until June 30, 2016 to file a Motion to Substitute and Motion for Leave to File an Amended Complaint.  On that date, Mr. Kvint filed, under seal, a Motion to Substitute Plaintiff and File Amended Complaint, and attached a Proposed Amended Complaint.  Mr. Kvint’s motion was fully briefed by the parties.  On April 25, 2017, Magistrate Judge Burke issued a Report and Recommendation recommending that the Court permit Mr. Kvint to intervene as Lead Plaintiff and grant leave to amend the complaint to replead the duty of loyalty claim only.  On May 16, 2017, Chief Judge Stark signed an Order adopting that Report and Recommendation.  Plaintiff Kvint filed a Corrected Amended Complaint on May 30, 2017.  On September 13, 2017, the Court entered an order dismissing with prejudice the claims against defendants Timothy S. O’Toole and Joel F. Gemunder and permitting Defendants to file a Motion to Dismiss the Corrected Amended Complaint. The matter has been fully briefed and argued.  As the Company has previously disclosed, the legal fees and costs associated with defending against this lawsuit are presently being paid by insurance.  For additional procedural history of this litigation, please refer to our prior quarterly and annual filings.

-15-

On October 30, 2017, the Company entered into a settlement agreement (the “Settlement Agreement”) to resolve civil litigation under the False Claims Act brought by the United States Department of Justice (“DOJ”) on behalf of the OIG and various relators concerning VITAS, filed in the U.S. District Court of the Western District of Missouri (the “2013 Action”).  The Company denied any violation of law and agreed to settlement without admission of wrongdoing.

In connection with the settlement VITAS and certain of its subsidiaries entered into a corporate integrity agreement (“CIA”) on October 30, 2017.  The CIA formalizes various aspects of VITAS’ already existing Compliance Program and contains requirements designed to document compliance with federal healthcare program requirements.  It has a term of five years during which it imposes monitoring, reporting, certification, oversight, screening and training obligations, certain of which had previously been implemented by VITAS.  It also requires VITAS to engage an Independent Review Organization to perform audit and review functions and to prepare reports regarding compliance with federal healthcare programs.  In the event of breach of the CIA, VITAS could become liable for payment of stipulated penalties or could be excluded from participation in federal healthcare programs.

Under the Settlement Agreement, the United States agreed to release the Company, VITAS, and its hospice operation subsidiaries from any civil or administrative monetary liability relating to any patients’ disputed terminal medical prognosis of six months or less; a lack of medical necessity for billed Continuous Home Care, General Inpatient Care, or Respite Care levels of hospice care; or that the claims for those levels of hospice care were not eligible for payment for any other reason.  The OIG agreed, conditioned on the Company’s full payment and in consideration of VITAS’ obligations under the CIA, to release its permissive exclusion rights and refrain from instituting any administrative action seeking to exclude the Company, VITAS, and its affiliates from participating in Medicare, Medicaid, or other federal healthcare programs in this regard.

The costs incurred related to U.S. v. VITAS and related regulatory matters were $935,000 and $5.2 million for the quarter and year to date September 30, 2017, respectively.  No significant costs were incurred during the quarter and nine months ended September 30, 2018, respectively.

Jordan Seper (“Seper”), a Registered Nurse at VITAS’ Inland Empire program from May 12, 2014 to March 21, 2015, filed a lawsuit in San Francisco Superior Court on September 26, 2016.  She alleged VITAS Healthcare Corp of CA (“VITAS CA”) (1) failed to provide minimum wage for all hours worked; (2) failed to provide overtime for all hours worked; (3) failed to provide a second meal period; (4) failed to provide rest breaks; (5) failed to indemnify for necessary expenditures; (6) failed to timely pay wages due at time of separation; and (7) engaged in unfair business practices.  Seper seeks a state-wide class action of current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of the lawsuit.  She seeks court determination that this action may be maintained as a class action for the entire California class and subclasses, designation as class representative, declaratory relief, injunctive relief, damages (including wages for regular or overtime hours allegedly worked but not paid, premium payments for missed meal or rest periods, and unreimbursed expenses), all applicable penalties associated with each claim, pre and post-judgment interest, and attorneys’ fees and costs.  Seper served VITAS CA with the lawsuit, Jordan A. Seper on behalf of herself and others similarly situated v. VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corp of CA, a business entity unknown; and DOES 1 to 100, inclusive; Los Angeles Superior Court Case Number BC 642857 on October 13, 2016 (“Jordan Seper case”).

On November 14, 2016, the Parties filed a Stipulation to transfer the venue of the lawsuit from San Francisco to Los Angeles.  The Los Angeles Superior Court Complex Division accepted transfer of the case on December 6, 2016 and stayed the case.  On December 16, 2016, VITAS CA filed its Answer and served written discovery on Seper.

Jiwann Chhina (“Chhina”), hired by VITAS as a Home Health Aide on February 5, 2002, is currently a Licensed Vocational Nurse for VITAS’ San Diego program.  On September 27, 2016, Chhina filed a lawsuit in San Diego Superior Court, alleging (1) failure to pay minimum wage for all hours worked; (2) failure to provide overtime for all hours worked; (3) failure to pay wages for all hours at the regular rate; (4) failure to provide meal periods; (5) failure to provide rest breaks; (6) failure to provide complete and accurate wage statements; (7) failure to pay for all reimbursement expenses; (8) unfair business practices; and (9) violation of the California Private Attorneys General Act.  Chhina seeks to pursue these claims in the form of a state-wide class action of current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of the lawsuit.  He seeks court determination that this action may be maintained as a class action for the entire California class and subclasses, designation as class representative, declaratory relief, injunctive relief, damages (including wages for regular or overtime hours allegedly worked but not paid, premium payments for missed meal or rest period, and unreimbursed expenses), all applicable penalties associated with each claim, pre-judgment interest, and attorneys’ fees and costs.  Chhina served VITAS CA with the lawsuit, Jiwan Chhina v. VITAS Health Services of California, Inc., a California corporation; VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corporation of California, a Delaware corporation dba VITAS Healthcare Inc.; and DOES 1 to 100, inclusive; San Diego Superior Court Case Number 37-2015-00033978-CU-OE-CTL on November 3, 2016 (“Jiwann Chhina case”).  On December 1, 2016, VITAS CA filed its Answer and served written discovery on Chhina.

-16-

On May 19, 2017, Chere Phillips (a Home Health Aide in Sacramento) and Lady Moore (a former Social Worker in Sacramento) filed a lawsuit against VITAS CA in Sacramento County Superior Court, alleging claims for (1) failure to pay all wages due; (2) failure to authorize and permit rest periods; (3) failure to provide off-duty meal periods; (4) failure to furnish accurate wage statements; (5) unreimbursed business expenses; (6) waiting time penalties; (7) violations of unfair competition law; and (8) violation of the Private Attorneys General Act.  The case is captioned: Chere Phillips and Lady Moore v. VITAS Healthcare Corporation of California, Sacramento County Superior Court, Case No. 34-2017-0021-2755.  Plaintiffs sought to pursue these claims in the form of a state-wide class action of current and former non-exempt employees employed with VITAS CA in California within the four years preceding the filing of the lawsuit.  Plaintiffs served VITAS with the lawsuit on June 5, 2017.  VITAS CA timely answered the Complaint generally denying the Plaintiffs’ allegations.  The Court has stayed all class discovery in this case pending resolution of mediation in the Jordan Seper and Jiwann Chhina cases.

There are currently three other lawsuits against VITAS pending in the superior courts of other California counties that contain claims and class periods that substantially overlap with Phillips’ and Moore’s claims: the Jordan Seper and Jiwann Chhina cases, and Williams v. VITAS Healthcare Corporation of California, filed on May 22, 2017 in Alameda County Superior Court, RG 17853886.

Jazzina Williams’ (a Home Health Aide in Sacramento) lawsuit alleges claims for (1) failure to pay all wages due; (2) failure to authorize and permit rest periods; (3) failure to provide off-duty meal periods; (4) failure to furnish accurate wage statements; (5) unreimbursed business expenses; (6) waiting time penalties; and (7) violations of the Private Attorneys General Act.  Williams seeks to pursue these claims in the form of a state-wide class action of current and former non-exempt employees.  Plaintiff served VITAS with the lawsuit on May 31, 2017.  VITAS CA timely answered the Complaint generally denying Plaintiff’s allegations.  Williams is pursing discovery of her individual claim and has agreed to a stay of class discovery pending mediation in the Jordan Seper and Jiwann Chhina cases.  Defendant filed and served each of Plaintiffs Williams, Phillips, and Moore with a Notice of Related Cases on July 19, 2017.

The Jordan Seper and Jiwann Chhina cases have been consolidated in Los Angeles County Superior court; Chhina was dismissed as a separate action and joined with Seper through the filing of an amended complaint in Seper in which Chhina is also identified as a named plaintiff, on August 28, 2018.

The Company is not able to reasonably estimate the probability of loss or range of loss for any of these lawsuits at this time.

The Company intends to defend vigorously against the allegations in each of the above lawsuits.  Regardless of the outcome of any of the preceding matters, dealing with the various regulatory agencies and opposing parties can adversely affect us through defense costs, potential payments, diversion of management time, and related publicity.  Although the Company intends to defend them vigorously, there can be no assurance that those suits will not have a material adverse effect on the Company.

11.   Concentration of Risk

During the quarter VITAS had pharmacy services agreements with one service provider to provide specified pharmacy services for VITAS and its hospice patients.  VITAS made purchases from this provider of $8.0 and $7.4 million for the three months ended September 30, 2018 and 2017, respectively.  VITAS made purchases from this provider of $24.1 and $24.8 million for the nine months ended September 30, 2018 and 2017, respectively.  Purchases from this provider represent more than 90% of all pharmacy services used by VITAS during each period presented.

12.   Cash Overdrafts and Cash Equivalents

There were no cash overdrafts payable included in accounts payable at September 30, 2018 (December 31, 2017 - $15.3 million).

From time to time throughout the year, we invest excess cash in money market funds with major commercial banks. We closely monitor the creditworthiness of the institutions with which we invest our overnight funds.  The amount invested was not material for each balance sheet date presented.

-17-

13.   Financial Instruments

FASB’s authoritative guidance on fair value measurements defines a hierarchy which prioritizes the inputs in fair value measurements.  Level 1 measurements are measurements using quoted prices in active markets for identical assets or liabilities.  Level 2 measurements use significant other observable inputs.  Level 3 measurements are measurements using significant unobservable inputs which require a company to develop its own assumptions.  In recording the fair value of assets and liabilities, companies must use the most reliable measurement available.

The following shows the carrying value, fair value and the hierarchy for our financial instruments as of September 30, 2018 (in thousands):

			Fair Value Measure
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Mutual fund investments of deferred
compensation plans held in trust	$	70,237	$	70,237	$	-	$	-
Total debt		130,000		-		130,000		-

The following shows the carrying value, fair value and the hierarchy for our financial instruments as of  December 31, 2017 (in thousands):

			Fair Value Measure
	Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Mutual fund investments of deferred
compensation plans held in trust	$	62,067	$	62,067	$	-	$	-
Total debt		101,200		-		101,200		-

For cash and cash equivalents, accounts receivable and accounts payable, the carrying amount is a reasonable estimate of fair value because of the liquidity and short-term nature of these instruments.  As further described in Footnote 5, our outstanding long-term debt and current portion of long-term debt have floating interest rates that are reset at short-term intervals, generally 30 or 60 days.  The interest rate we pay also includes an additional amount based on our current leverage ratio.  As such, we believe our borrowings reflect significant nonperformance risks, mainly credit risk.  Based on these factors, we believe the fair value of our long-term debt and current portion of long-term debt approximate the carrying value.

14.   Capital Stock Repurchase Plan Transactions

We repurchased the following capital stock for the three and nine months ended September 30, 2018 and 2017:

	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Total cost of repurchased shares (in thousands)	$	37,672	$	9,576	$	121,976	$	94,640
Shares repurchased		120,622		50,000		430,622		500,000
Weighted average price per share	$	312.31	$	191.52	$	283.26	$	189.28

In March 2018, the Board of Directors authorized an additional $150.0 million for stock repurchase under Chemed’s existing share repurchase program. We currently have $83.6 million of authorization remaining under this share repurchase plan.

-18-

15.   Recent Accounting Standards

In February 2016, the FASB issued Accounting Standards Update “ASU No. 2016-02 – Leases” which introduces a lessee model that brings most leases on to the balance sheets and updates lessor accounting to align with changes in the lessee model and the revenue recognition standard.   The guidance is effective for fiscal years beginning after December 15, 2018.  We anticipate a modified retrospective adoption of the ASU and we are in the process of evaluating practical expediency options for adoption.  We have identified and contracted with a software vendor for the technology to support compliance with the ASU.  We currently have all real estate and equipment leases identified and populated into the software. We are in the process of completing our testing our contracts for any potential imbedded leases.   We have implemented controls over the implementation and are also in the process of developing controls once the new standard takes effect.  Based on the provisions of the ASU, we anticipate a material increase in both assets and liabilities when our current operating lease contracts are recorded on the balance sheets.  We do not yet have a dollar estimate of the impact.  We do not anticipate a material impact to overall net income or cash flows.

In January 2017, the FASB issued Accounting Standards Update “ASU No. 2017-4 – Intangibles – Goodwill and Other”.  To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test.  The guidance in the ASU is effective for the Company in fiscal years beginning after December 15, 2019.  Early adoption is permitted.  We anticipate adoption of this standard will have no impact on our consolidated financial statements.

In June 2018, the FASB issued Accounting Standards Update “ASU No. 2018-07 – Compensation – Stock Compensation”.  The ASU expands the scope of current guidance to include all share-based payment arrangements related to the acquisition of goods and services from both non-employees and employees.  The guidance in the ASU is effective for the Company in all fiscal years beginning after December 15, 2018.  We are currently evaluating the impact of this standard on our consolidated financial statements, if any.

16.   Acquisitions

On September 26, 2018, VITAS completed the acquisition of Hospice of Citrus and the Nature Coast for $11.0 million in cash.  This acquisition expands VITAS’ services to an additional 12 counties within the state of Florida. A substantial portion of the aggregate purchase price was allocated to goodwill as shown below.  The purchase price allocation related to this acquisition is preliminary and is anticipated to be finalized in the fourth quarter.  The operating results of this business combination have been included in our results of operations since the acquisition date and are not material for the quarter or nine months ended September 30, 2018.  If this acquisition had been completed on January 1, 2017, the acquisition would have added revenue of $3.3 million and $4.2 million, respectively to the quarters ended September 30, 2018 and 2017.  For the nine months ended September 30, 2018 and 2017, respectively, the acquisition would have added revenue of $10.0 million and $12.6 million.

During the first nine months of 2018, we completed two business combination within our Roto-Rooter segment for $1.9 million in cash.  A substantial portion of the aggregate purchase price was allocated to goodwill as shown below.  The operating results of this business combination have been included in our results of operations since the acquisition date and are not material for the quarter or nine months ended September 30, 2018 or for the comparable prior year period.

Shown below is movement in Goodwill (in thousands):

	VITAS		Roto-Rooter			Total
Balance at December 31, 2017	$	328,301	$	148,586		$	476,887
Business combinations		5,030		1,404			6,434
Foreign currency adjustments		-		(40	)		(40	)
Balance at September 30, 2018	$	333,331	$	149,950		$	483,281

17.   Subsequent Events

On October 1, 2018, Roto-Rooter acquired five formerly independent franchises covering several areas of Northern California for $38.4 million.  The territories covered by the franchises encompass all or parts of six counties, including Contra Costa, Santa Clara, Solano, Napa, Sonoma and San Benito, with a combined population of approximately four million people.  We are in the process of determining the purchase price allocation for this acquisition in the fourth quarter.

-19-

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary

We operate through our two wholly-owned subsidiaries, VITAS Healthcare Corporation and Roto-Rooter Group, Inc.  VITAS focuses on hospice care that helps make terminally ill patients’ final days as comfortable as possible.  Through its teams of doctors, nurses, home health aides, social workers, clergy and volunteers, VITAS provides direct medical services to patients, as well as spiritual and emotional counseling to both patients and their families.  Roto-Rooter’s services are focused on providing plumbing, drain cleaning, water restoration and other related services to both residential and commercial customers.  Through its network of company-owned branches, independent contractors and franchisees, Roto-Rooter offers plumbing and drain cleaning service to over 90% of the U.S. population.

The following is a summary of the key operating results (in thousands except per share amounts):

	Three months ended September 30,						Nine months ended September 30,
	2018			2017			2018			2017
Service revenues and sales	$	444,151		$	417,444		$	1,325,140		$	1,238,367
Net income	$	51,249		$	35,437		$	151,216		$	43,625
Diluted EPS	$	3.06		$	2.13		$	8.98		$	2.60
Adjusted net income	$	51,456		$	35,772		$	144,465		$	102,174
Adjusted diluted EPS	$	3.07		$	2.15		$	8.58		$	6.10
Adjusted EBITDA	$	77,740		$	67,604		$	224,189		$	195,921
Adjusted EBITDA as a % of revenue		17.5	%		16.2	%		16.9	%		15.8	%

Adjusted net income, adjusted diluted EPS, earnings before interest, taxes and depreciation and amortization (“EBITDA”), Adjusted EBITDA and Adjusted EBITDA as a percent of revenue are not measures derived in accordance with US GAAP.  We provide non-GAAP measures to help readers evaluate our operating results and to compare our operating performance with that of similar companies that have different capital structures.  Our non-GAAP measures should not be considered in isolation or as a substitute for comparable measures presented in accordance with GAAP.  A reconciliation of our non-GAAP measures is presented on pages 30-36.

Effective January 1, 2018 the Company adopted ASU No. 2014-09 – Revenue from Contracts with Customers.  This resulted in the change in classification of net room and board expenses associated with certain patients residing in nursing homes classified from cost of services to revenue.  The amount of the change in classification was $2.6 million and $7.9 million for the three and nine months ended September 30, 2018.  Additionally, approximately $4.6 million and $13.9 million that was historically considered bad debt expenses previously classified in selling, general and administrative expenses were recorded in revenue for the three and nine months ended September 30, 2018.  The Company adopted the standard on a modified retrospective basis for all contracts.  Thus, 2017 has not been restated to conform with the 2018 presentation.  Footnote 2 to the Consolidated Financial Statements gives a complete description of the Company’s adoption.

For the three months ended September 30, 2018, the increase in consolidated service revenues and sales was driven by an 10.8% increase at Roto-Rooter and a 4.4% increase at VITAS.  The increase in service revenues at Roto-Rooter was driven by an increase in all major service lines offset by a $1.6 million decrease related to the adoption of the new revenue recognition standard.  The increase in service revenues at VITAS is comprised primarily of a 0.8% geographically weighted average Medicare reimbursement rate increase, a 7.8% increase in average daily census, offset by $1.9 million in Medicare cap revenue reduction, a 1.8% in acuity mix shift and a $5.5 million decrease related to the adoption of the new revenue recognition standard.  See page 37 for additional VITAS operating metrics.

For the nine months ended September 30, 2018, the increase in consolidated service revenues and sales was driven by a 13.6% increase at Roto-Rooter and a 4.0% increase at VITAS.  The increase in service revenues at Roto-Rooter was driven by an increase in all major service lines offset by a $5.2 million decrease related to the adoption of the new revenue recognition standard.  The increase in service revenues at VITAS is comprised primarily of a 0.8% geographically weighted average Medicare reimbursement rate increase and a 7.2% increase in average daily census, offset by $668,000 in Medicare cap revenue reduction (compared to $247,000 for the same period in 2017), acuity mix shift and a $16.6 million decrease related to the adoption of the new revenue recognition standard.  See page 37 for additional VITAS operating metrics.

Our effective income tax rate was 18.6% in the third quarter of 2018 compared to 34.7% during the third quarter of 2017.  Our effective income tax rate was 14.5% for the nine months ended September 30, 2018 compared to 25.8% during the nine months ended September 30, 2017.     Law H.R.1, “An Act to Provide for Reconciliation Pursant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” ( the “Act”) reduced our overall effective tax rate.  The Act amends the Internal Revenue Code to reduce tax rates and modifies policies, credits, and deductions for individuals and businesses. Additionally, excess tax benefit on stock options reduced our income tax expense by $3.1 million and $1.8 million, respectively for the quarters ended September 30, 2018 and 2017.  Additionally, excess tax benefit on stock options reduced our income tax expense by $18.6 million and $8.1 million, respectively for the nine months ended September 30, 2018 and 2017.

-20-

While we have significant Roto-Rooter operations in Florida, North Carolina and Virginia, we had no significant casualty losses or business interruptions as a result of Hurricane Florence or Hurricane Michael.

On September 26, 2018, VITAS completed the acquisition of Hospice of Citrus and the Nature Coast for $11.0 million in cash.  This acquisition expands VITAS’ services to an additional 12 counties within the state of Florida. A substantial portion of the aggregate purchase price was allocated to goodwill.  The purchase price allocation related to this acquisition is preliminary and is anticipated to be finalized in the fourth quarter.  The operating results of this business combination have been included in our results of operations since the acquisition date and are not material for the quarter or nine months ended September 30, 2018.

VITAS expects its full-year 2018 revenue growth, prior to Medicare cap, to be in the range of 4.5% to 5.0%.  Admissions are estimated to expand approximately 3.5% to 4.0% and Average Daily Census in 2018 is estimated to expand approximately 6.7%.  Adjusted EBITDA margin, prior to Medicare cap, is estimated to be 15.9%.  We are currently estimating $1.3 million for Medicare Cap billing limitations in the fourth quarter of 2018.   Roto-Rooter expects to achieve full-year 2018 revenue growth of 13.0% to 14.0%.  The revenue estimate is based upon increased job pricing of approximately 2.0%, continued growth in core plumbing and drain cleaning services as well as revenue growth in water restoration services.  Adjusted EBITDA margin for 2018 is estimated in the range of 23.6%.  We anticipate that our operating income and cash flows will be sufficient to operate our businesses and meet any commitments for the foreseeable future.

Financial Condition

Liquidity and Capital Resources

Material changes in the balance sheet accounts from December 31, 2017 to September 30, 2018 include the following:

• An increase of $56.3 million in cash and a $28.8 million increase in long-term debt due to borrowings on our revolving line of credit mainly to fund acquisitions made subsequent to quarter end as discussed in Footnote 17.

• A $4.7 million decrease in accounts receivable due to timing of payments.

• A $23.8 million decrease in prepaid taxes due to timing of payments.

• A $6.4 million increase in goodwill due to acquisitions at VITAS and Roto-Rooter.

• A $11.4 million decrease in accounts payable due to timing of payments.

• A $7.8 million increase in accrued compensation due to 2018 accrual offset by the payments of cash bonuses in 2018 accrued in 2017.

• A $169.2 million increase in treasury stock due to stock repurchases.

Net cash provided by operating activities increased $39.6 million from September 30, 2017 to September 30, 2018 mainly as a result of a $107.6 million increase in net income offset by the after-tax impact of the litigation settlement recorded in 2017.  Significant changes in our accounts receivable balances are typically driven mainly by the timing of payments received from the Federal government at our VITAS subsidiary.  We typically receive a payment in excess of $40.0 million from the Federal government from hospice services every other Friday.  The timing of period end will have a significant impact on the accounts receivable at VITAS.  These changes generally normalize over a two year period, as cash flow variations in one year are offset in the following year.

Management continually evaluates cash utilization alternatives, including share repurchase, debt repurchase, acquisitions and increased dividends to determine the most beneficial use of available capital resources.

On June 20, 2018, we replaced our existing credit agreement with the Fourth Amended and Restated Credit Agreement (“2018 Credit Agreement”).  Terms of the 2018 Credit Agreement consist of a five-year, $450 million revolving credit facility and a $150 million expansion feature, which may consist of term loans or additional revolving commitments. The revolving credit facility has a five-year maturity with principal payments due at maturity.  The interest rate at the inception of the agreement is LIBOR plus 100 basis points.  The 2018 Credit Agreement has a floating interest rate that is generally LIBOR plus a tiered additional rate which varies based on our current leverage ratio.

We have issued $36.4 million in standby letters of credit as of September 30, 2018, mainly for insurance purposes.  Issued letters of credit reduce our available credit under the revolving credit agreement.  As of September 30, 2018, we have approximately $283.6 million of unused lines of credit available and eligible to be drawn down under our revolving credit facility. Management believes its liquidity and sources of capital are satisfactory for the Company’s needs in the foreseeable future.

-21-

Commitments and Contingencies

Collectively, the terms of our credit agreements require us to meet various financial covenants, to be tested quarterly.  We are in compliance with all financial and other debt covenants as of September 30, 2018 and anticipate remaining in compliance throughout the foreseeable future.

The VITAS segment of the Company’s business operates in a heavily-regulated industry.  As a result, the Company is subjected to inquiries and investigations by various government agencies, as well as to lawsuits, including qui tam actions.  The following sections describe the various ongoing material lawsuits and investigations of which the Company is currently aware.  Other than as described below with respect to U.S. v. VITAS, it is not possible at this time for us to estimate either the timing or outcome of any of those matters, or whether any potential loss, or range of potential losses, is probable or reasonably estimable.

The Company and certain current and former directors and officers are defendants in a case captioned In re Chemed Corp. Shareholder Derivative Litigation, No. 13 Civ. 1854 (LPS) (CJB) (D. Del.), which was consolidated on February 2, 2015.

On February 2, 2015, the Court appointed KBC Asset Management NV the sole lead plaintiff and its counsel, the sole lead and liaison counsel.  On March 3, 2015, Lead Plaintiff KBC designated its Complaint as the operative complaint in the consolidated proceedings and defendants renewed a previously filed motion to dismiss those claims and allegations.  The consolidated Complaint named fourteen individual defendants, together with the Company as nominal defendant.  The Complaint alleges a claim for breach of fiduciary duty against the individual defendants for allegedly permitting the Company to submit false claims to the U.S. government.  The Complaint seeks (a) a declaration that the individual defendants breached their fiduciary duties to the Company; (b) an order requiring those defendants to pay compensatory damages, restitution and exemplary damages, in unspecified amounts, to the Company; (c) an order directing the Company to implement new policies and procedures; and (d) costs and disbursements incurred in bringing the action, including attorneys’ fees.  On May 12, 2016, the Court issued a Memorandum Order granting Chemed’s motion to dismiss, and dismissing Lead Plaintiff KBC’s Complaint without prejudice to KBC’s opportunity to file within 30 days of the date of the Court’s Order (i.e., by June 13, 2016) an amended Complaint addressing the deficiencies in its duty of loyalty claim.  Lead Plaintiff KBC did not file an amended Complaint within the time specified by the Court.

However, on June 13, 2016, counsel for Chemed shareholder Michael Kvint filed a letter with the Court requesting a two-week extension to file a motion to substitute Mr. Kvint as lead plaintiff, in place of Lead Plaintiff KBC and to file an amended Complaint.  Alternatively, counsel for Mr. Kvint requested that any dismissal of the action be with prejudice to KBC only.  On June 14, 2016, Chemed filed a reply letter with the Court, reserving its rights to oppose any motion filed by Mr. Kvint and, if warranted, to oppose any other actions taken by Mr. Kvint to proceed with the action (including by filing an untimely amended Complaint).  On June 21, 2016, the Court entered an Oral Order providing Mr. Kvint until June 30, 2016 to file a Motion to Substitute and Motion for Leave to File an Amended Complaint.  On that date, Mr. Kvint filed, under seal, a Motion to Substitute Plaintiff and File Amended Complaint, and attached a Proposed Amended Complaint.  Mr. Kvint’s motion was fully briefed by the parties.  On April 25, 2017, Magistrate Judge Burke issued a Report and Recommendation recommending that the Court permit Mr. Kvint to intervene as Lead Plaintiff and grant leave to amend the complaint to replead the duty of loyalty claim only.  On May 16, 2017, Chief Judge Stark signed an Order adopting that Report and Recommendation.  Plaintiff Kvint filed a Corrected Amended Complaint on May 30, 2017.  On September 13, 2017, the Court entered an order dismissing with prejudice the claims against defendants Timothy S. O’Toole and Joel F. Gemunder and permitting Defendants to file a Motion to Dismiss the Corrected Amended Complaint. The matter has been fully briefed and argued.  As the Company has previously disclosed, the legal fees and costs associated with defending against this lawsuit are presently being paid by insurance.  For additional procedural history of this litigation, please refer to our prior quarterly and annual filings.

On October 30, 2017, the Company entered into a settlement agreement (the “Settlement Agreement”) to resolve civil litigation under the False Claims Act brought by the United States Department of Justice (“DOJ”) on behalf of the OIG and various relators concerning VITAS, filed in the U.S. District Court of the Western District of Missouri (the “2013 Action”).  The Company denied any violation of law and agreed to settlement without admission of wrongdoing.

In connection with the settlement VITAS and certain of its subsidiaries entered into a corporate integrity agreement (“CIA”) on October 30, 2017.  The CIA formalizes various aspects of VITAS’ already existing Compliance Program and contains requirements designed to document compliance with federal healthcare program requirements.  It has a term of five years during which it imposes monitoring, reporting, certification, oversight, screening and training obligations, certain of which had previously been implemented by VITAS.  It also requires VITAS to engage an Independent Review Organization to perform audit and review functions and to prepare reports regarding compliance with federal healthcare programs.  In the event of breach of the CIA, VITAS could become liable for payment of stipulated penalties or could be excluded from participation in federal healthcare programs.

-22-

Under the Settlement Agreement, the United States agreed to release the Company, VITAS, and its hospice operation subsidiaries from any civil or administrative monetary liability relating to any patients’ disputed terminal medical prognosis of six months or less; a lack of medical necessity for billed Continuous Home Care, General Inpatient Care, or Respite Care levels of hospice care; or that the claims for those levels of hospice care were not eligible for payment for any other reason.  The OIG agreed, conditioned on the Company’s full payment and in consideration of VITAS’ obligations under the CIA, to release its permissive exclusion rights and refrain from instituting any administrative action seeking to exclude the Company, VITAS, and its affiliates from participating in Medicare, Medicaid, or other federal healthcare programs in this regard.

The costs incurred related to U.S. v. VITAS and related regulatory matters were $935,000 million and $5.2 million for the quarter and year to date September 30, 2017, respectively.  No significant costs were incurred during the quarter and nine months ended September 30, 2018, respectively.

Jordan Seper (“Seper”), a Registered Nurse at VITAS’ Inland Empire program from May 12, 2014 to March 21, 2015, filed a lawsuit in San Francisco Superior Court on September 26, 2016.  She alleged VITAS Healthcare Corp of CA (“VITAS CA”) (1) failed to provide minimum wage for all hours worked; (2) failed to provide overtime for all hours worked; (3) failed to provide a second meal period; (4) failed to provide rest breaks; (5) failed to indemnify for necessary expenditures; (6) failed to timely pay wages due at time of separation; and (7) engaged in unfair business practices.  Seper seeks a state-wide class action of current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of the lawsuit.  She seeks court determination that this action may be maintained as a class action for the entire California class and subclasses, designation as class representative, declaratory relief, injunctive relief, damages (including wages for regular or overtime hours allegedly worked but not paid, premium payments for missed meal or rest periods, and unreimbursed expenses), all applicable penalties associated with each claim, pre and post-judgment interest, and attorneys’ fees and costs.  Seper served VITAS CA with the lawsuit, Jordan A. Seper on behalf of herself and others similarly situated v. VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corp of CA, a business entity unknown; and DOES 1 to 100, inclusive; Los Angeles Superior Court Case Number BC 642857 on October 13, 2016 (“Jordan Seper case”).

On November 14, 2016, the Parties filed a Stipulation to transfer the venue of the lawsuit from San Francisco to Los Angeles.  The Los Angeles Superior Court Complex Division accepted transfer of the case on December 6, 2016 and stayed the case.  On December 16, 2016, VITAS CA filed its Answer and served written discovery on Seper.

Jiwann Chhina (“Chhina”), hired by VITAS as a Home Health Aide on February 5, 2002, is currently a Licensed Vocational Nurse for VITAS’ San Diego program.  On September 27, 2016, Chhina filed a lawsuit in San Diego Superior Court, alleging (1) failure to pay minimum wage for all hours worked; (2) failure to provide overtime for all hours worked; (3) failure to pay wages for all hours at the regular rate; (4) failure to provide meal periods; (5) failure to provide rest breaks; (6) failure to provide complete and accurate wage statements; (7) failure to pay for all reimbursement expenses; (8) unfair business practices; and (9) violation of the California Private Attorneys General Act.  Chhina seeks to pursue these claims in the form of a state-wide class action of current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of the lawsuit.  He seeks court determination that this action may be maintained as a class action for the entire California class and subclasses, designation as class representative, declaratory relief, injunctive relief, damages (including wages for regular or overtime hours allegedly worked but not paid, premium payments for missed meal or rest period, and unreimbursed expenses), all applicable penalties associated with each claim, pre-judgment interest, and attorneys’ fees and costs.  Chhina served VITAS CA with the lawsuit, Jiwan Chhina v. VITAS Health Services of California, Inc., a California corporation; VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corporation of California, a Delaware corporation dba VITAS Healthcare Inc.; and DOES 1 to 100, inclusive; San Diego Superior Court Case Number 37-2015-00033978-CU-OE-CTL on November 3, 2016 (“Jiwann Chhina case”).  On December 1, 2016, VITAS CA filed its Answer and served written discovery on Chhina.

On May 19, 2017, Chere Phillips (a Home Health Aide in Sacramento) and Lady Moore (a former Social Worker in Sacramento) filed a lawsuit against VITAS CA in Sacramento County Superior Court, alleging claims for (1) failure to pay all wages due; (2) failure to authorize and permit rest periods; (3) failure to provide off-duty meal periods; (4) failure to furnish accurate wage statements; (5) unreimbursed business expenses; (6) waiting time penalties; (7) violations of unfair competition law; and (8) violation of the Private Attorneys General Act.  The case is captioned: Chere Phillips and Lady Moore v. VITAS Healthcare Corporation of California, Sacramento County Superior Court, Case No. 34-2017-0021-2755.  Plaintiffs sought to pursue these claims in the form of a state-wide class action of current and former non-exempt employees employed with VITAS CA in California within the four years preceding the filing of the lawsuit.  Plaintiffs served VITAS with the lawsuit on June 5, 2017.  VITAS CA timely answered the Complaint generally denying the Plaintiffs’ allegations.  The Court has stayed all class discovery in this case pending resolution of mediation in the Jordan Seper and Jiwann Chhina cases.

-23-

There are currently three other lawsuits against VITAS pending in the superior courts of other California counties that contain claims and class periods that substantially overlap with Phillips’ and Moore’s claims: the Jordan Seper and Jiwann Chhina cases, and Williams v. VITAS Healthcare Corporation of California, filed on May 22, 2017 in Alameda County Superior Court, RG 17853886.

Jazzina Williams’ (a Home Health Aide in Sacramento) lawsuit alleges claims for (1) failure to pay all wages due; (2) failure to authorize and permit rest periods; (3) failure to provide off-duty meal periods; (4) failure to furnish accurate wage statements; (5) unreimbursed business expenses; (6) waiting time penalties; and (7) violations of the Private Attorneys General Act.  Williams seeks to pursue these claims in the form of a state-wide class action of current and former non-exempt employees.  Plaintiff served VITAS with the lawsuit on May 31, 2017.  VITAS CA timely answered the Complaint generally denying Plaintiff’s allegations.  Williams is pursing discovery of her individual claim and has agreed to a stay of class discovery pending mediation in the Jordan Seper and Jiwann Chhina cases.  Defendant filed and served each of Plaintiffs Williams, Phillips, and Moore with a Notice of Related Cases on July 19, 2017.

 The Jordan Seper and Jiwann Chhina cases have been consolidated in Los Angeles County Superior court; Chhina was dismissed as a separate action and joined with Seper through the filing of an amended complaint in Seper in which Chhina is also identified as a named plaintiff, on August 28, 2018.

The Company is not able to reasonably estimate the probability of loss or range of loss for any of these lawsuits at this time.

The Company intends to defend vigorously against the allegations in each of the above lawsuits.  Regardless of the outcome of any of the preceding matters, dealing with the various regulatory agencies and opposing parties can adversely affect us through defense costs, potential payments, diversion of management time, and related publicity.  Although the Company intends to defend them vigorously, there can be no assurance that those suits will not have a material adverse effect on the Company.

Results of Operations

Three months ended September 30, 2018 versus 2017 - Consolidated Results

Our service revenues and sales for the third quarter of 2018 increased 6.4% versus services and sales revenues for the third quarter of 2017.  Of this increase, a $12.8 million increase was attributable to VITAS and $13.9 million increase was attributable to Roto-Rooter.  The following chart shows the components of revenue by operating segment (in thousands):

	Three months ended September 30,
	2018			2017
VITAS
Routine homecare	$	257,134		$	235,102
Continuous care		30,385			29,870
General inpatient		19,617			21,807
Other		2,104			2,172
Medicare cap adjustment		(1,950	)		-
Room and board - net		(2,569	)		-
Implicit price concessions		(2,957	)		-
Roto-Rooter
Plumbing - short term core		60,998			55,179
Drain cleaning - short term core		40,852			36,592
Other - short term core		496			575
Water restoration		25,001			21,065
Contractor operations		12,219			10,455
Outside franchisee fees		1,593			1,504
Other - non-core		2,876			3,123
Implicit price concessions		(1,648	)		-
Total	$	444,151		$	417,444

-24-

Days of care at VITAS during the quarter ended September 30 were as follows:

	Days of Care		Increase/(Decrease)
	2018	2017	Percent
Routine homecare	1,584,820	1,458,153	8.7
Continuous care	41,462	41,237	0.5
General inpatient	25,731	32,567	(21.0)
Total days of care	1,652,013	1,531,957	7.8

The remaining increase in VITAS’ revenues for the third quarter of 2018 versus the third quarter of 2017 was primarily comprised of a geographically weighted average Medicare reimbursement rate increase of approximately 0.8%, offset by $1.9 million in Medicare cap revenue reductions and by the $5.5 million change in classification related to the adoption of the new revenue recognition standard.

Over 90% of VITAS’ service revenues for the period were from Medicare and Medicaid.

The increase in plumbing revenues for the third quarter of 2018 versus 2017 is attributable to an 8.9% increase in price and service mix shift and a 1.6% increase in job count.  Drain cleaning revenues for the third quarter of 2018 versus 2017 reflect a 5.6% increase in price and service mix shift and a 6.0% increase in job count.  Water restoration for the third quarter of 2018 versus 2017 increased as a result of a 15.0% increase in job count and a 3.7% increase in price and service mix shift.   Contractor operations increased 16.9% mainly due to their expansion into water restoration. Revenue was negatively impacted by the change in the classification of $1.6 million due to the adoption of the new revenue recognition standard.

The consolidated gross margin was 31.3% in the third quarter of 2018 as compared with 31.0% in the third quarter of 2017.  On a segment basis, VITAS’ gross margin was 22.8% in the third quarter of 2018 as compared with 23.1%, in the third quarter of 2017.  The decrease in VITAS gross margin is the result of a $3.0 million change in classification of implicit price concessions from selling, general and administrative expenses to revenue for the third quarter of 2018 as a result of the new revenue recognition standard.  The Roto-Rooter segment’s gross margin was 49.2% for the third quarter of 2018 compared with 48.7% in the third quarter of 2017. The increase in Roto-Rooter gross margin is primarily related to improved health insurance experience during the quarter offset by the change in the classification of $1.6 million of implicit price concessions as a result of the new revenue recognition standard.

Selling, general and administrative expenses (“SG&A”) comprise (in thousands):

	Three months ended September 30,
	2018		2017
SG&A expenses before market value adjustments of deferred compensation
plans, long-term incentive compensation, and OIG investigation expenses	$	63,754	$	63,463
Impact of market value adjustments related to assets held in deferred
compensation trusts		2,189		1,417
Long-term incentive compensation		1,234		1,104
Expenses related to OIG investigation		-		935
Total SG&A expenses	$	67,177	$	66,919

Other income/(expense) - net comprise (in thousands):

	Three months ended September 30,
	2018		2017
Market value adjustment on assets held in
deferred compensation trusts	$	2,189	$	1,417
Interest income		111		51
Other		-		(145	)
Total other income - net	$	2,300	$	1,323

-25-

Our effective income tax rate was 18.6% in the third quarter of 2018 compared to 34.7% during the third quarter of 2017.   Law H.R.1, “An Act to Provide for Reconciliation Pursant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Act”) reduced our overall effective tax rate.  The Act amends the Internal Revenue Code to reduce tax rates and modifies policies, credits, and deductions for individuals and businesses.  Additionally, excess tax benefit on stock options reduced our income tax expenses by $3.1 million and $1.8 million, respectively for the quarters ended September 30, 2018 and 2017

Net income for both periods included the following after-tax items/adjustments that (reduced) or increased after-tax earnings (in thousands):

	Three months ended September 30,
	2018			2017
VITAS
Medicare cap sequestration adjustment	$	(376	)	$	-
Acquisition expenses		(132	)		-
Expenses related to OIG investigation		-			(578	)
Program closure income		-			223
Roto-Rooter
Acquisition expenses		(130	)		-
Corporate
Excess tax benefits on stock compensation		3,118			1,783
Stock option expense		(1,674	)		(1,064	)
Long-term incentive compensation		(1,013	)		(699	)
Total	$	(207	)	$	(335	)

Three months ended September 30, 2018 versus 2017 - Segment Results

Net income/(loss) for the third quarter of 2018 versus the third quarter of 2017 by segment (in thousands):

	Three months ended September 30,
	2018			2017
VITAS	$	35,921		$	26,454
Roto-Rooter		24,563			16,034
Corporate		(9,235	)		(7,051	)
	$	51,249		$	35,437

VITAS’ after-tax earnings were positively impacted in 2018 compared to 2017 due to higher revenue as well as a reduced effective tax rate.  After-tax earnings as a percent of revenue at VITAS in the third quarter of 2018 was 11.9% as compared to 9.2% in the third quarter of 2017.

Roto-Rooter’s net income was positively impacted in 2018 compared to 2017 primarily by higher revenue as well as a reduced effective tax rate.  After-tax earnings as a percent of revenue at Roto-Rooter in the third quarter of 2018 was 17.3% as compared to 12.5% in the third quarter of 2017.

After-tax Corporate expenses for 2018 increased 31.0% when compared to 2017 due to increased long-term incentive compensation expense and a lower effective tax rate, (results in lower tax benefit) offset by a $1.3 million increase in tax benefit related to the adoption of ASU 2016-09.

Results of Operations

Nine months ended September 30, 2018 versus 2017 - Consolidated Results

Our service revenues and sales for the first nine months of 2018 increased 7.0% versus services and sales revenues for the first nine months of 2017.  Of this increase, a $34.6 million increase was attributable to VITAS and $52.2 million increase was attributable to Roto-Rooter.  The following chart shows the components of revenue by operating segment (in thousands):

-26-

	Nine months ended September 30,
	2018			2017
VITAS
Routine homecare	$	748,546		$	689,248
Continuous care		91,664			94,426
General inpatient		61,803			66,369
Other		5,844			6,181
Medicare cap adjustment		(668	)		(247	)
Room and board - net		(7,863	)		-
Implicit price concessions		(8,749	)		-
Roto-Rooter
Plumbing - short term core		185,682			162,061
Drain cleaning - short term core		124,141			111,445
Other - short term core		1,695			1,823
Water restoration		77,502			60,266
Contractor operations		36,950			32,632
Outside franchisee fees		4,758			4,621
Other - non-core		9,032			9,542
Implicit price concessions		(5,197	)		-
Total	$	1,325,140		$	1,238,367

Days of care at VITAS during the nine months ended were as follows:

	Days of Care		Increase/(Decrease)
	2018	2017	Percent
Routine homecare	4,592,950	4,256,541	7.9
Continuous care	127,147	129,762	(2.0)
General inpatient	86,372	97,803	(11.7)
Total days of care	4,806,469	4,484,106	7.2

The remaining increase in VITAS’ revenues for the first nine months of 2018 versus the first nine months of 2017 was primarily comprised of a geographically weighted average Medicare reimbursement rate increase of approximately 0.8%, offset by a $668,000 in Medicare cap liability compared to $247,000 contra-revenue in the same period of 2017 and $16.6 million change in classification related to the adoption of the new revenue recognition standard.

Over 90% of VITAS’ service revenues for the period were from Medicare and Medicaid.

The increase in plumbing revenues for the first nine months of 2018 versus 2017 is attributable to an 10.7% increase in price and service mix shift and a 3.9% increase in job count.  Drain cleaning revenues for the first nine months of 2018 versus 2017 reflect a 6.4% increase in price and service mix shift and a 5.0% increase in job count.  The increase in water restoration for the first nine months of 2018 versus 2017 is a result of a 19.1% increase in job count and a 9.5% increase in price a service mix shift.  Contractor operations increased 13.2% mainly due to their expansion into water restoration. Revenue was negatively impacted by the change in the classification of $5.2 million due to the adoption of the new revenue recognition standard.

The consolidated gross margin was 30.9% in the first nine months of 2018 as compared with 30.6% in the first nine months of 2017.  On a segment basis, VITAS’ gross margin was 22.1% in the first nine months of 2018 as compared with 22.5%, in the first nine months of 2017.  The decrease in VITAS gross margin is the result of an $8.7 million change in classification of implicit price concessions from selling, general and administrative expenses to revenue for the first nine months of 2018.  The Roto-Rooter segment’s gross margin was 48.9% for the first nine months of 2018 and 2017, respectively.

-27-

Selling, general and administrative expenses (“SG&A”) comprise (in thousands):

	Nine months ended September 30,
	2018		2017
SG&A expenses before market value adjustments of deferred compensation
plans, long-term incentive compensation, and OIG investigation expenses	$	196,271	$	191,213
Long-term incentive compensation		4,376		3,021
Impact of market value adjustments related to assets held in deferred
compensation trusts		3,827		5,619
Expenses related to OIG investigation		-		5,178
Total SG&A expenses	$	204,474	$	205,031

SG&A expenses before long-term incentive compensation, expenses related to OIG investigation and the impact of market value adjustments related to assets held in deferred compensation trusts for the first nine months of 2018 were up 2.6% when compared to the first nine months of 2017. This increase was mainly a result of the increase in variable selling expenses caused by increased revenue and increased advertising expense at Roto-Rooter offset by $13.9 million of implicit price concessions being classified in revenue versus selling, general and administrative expenses due to the new revenue recognition standard.

Other operating expense for the first nine months of 2017 was $91.1 million.  This was related to a $90.0 million litigation settlement as well as $1.1 million related to the closure of the programs in one state at VITAS.

Other income/(expense) - net comprise (in thousands):

	Nine months ended September 30,
	2018		2017
Market value adjustment on assets held in
deferred compensation trusts	$	3,827	$	5,619
Interest income		529		297
Other		-		(477	)
Total other income - net	$	4,356	$	5,439

Our effective income tax rate was 14.5% for the year ended September 30, 2018 compared to 25.8% during the year ended September 30, 2017.  Law H.R.1, “An Act to Provide for Reconciliation Pursant to Titles II and V of the Concurrent Resolution on the Budget for Fiscal Year 2018” (the “Act”) reduced our overall effective tax rate.  The Act amends the Internal Revenue Code to reduce tax rates and modifies policies, credits, and deductions for individuals and businesses.  Additionally, excess tax benefit on stock options reduced our income tax expenses by $18.6 million and $8.1 million, respectively for the years ended September 30, 2018 and 2017.

-28-

Net income for both periods included the following after-tax items/adjustments that (reduced) or increased after-tax earnings (in thousands):

	Nine Months Ended September 30,
	2018			2017
VITAS
Medicare cap sequestration adjustment	$	(777	)	$	(65	)
Accrued litigation settlement		152			(55,800	)
Acquisition expenses		(132	)		-
Expenses related to OIG investigation		-			(3,198	)
Program closure expenses		-			(675	)
Roto-Rooter
Acquisition expenses		(130	)		-
Expenses related to litigation settlements		-			(129	)
Corporate
Excess tax benefits on stock compensation		18,618			8,121
Stock option expense		(7,465	)		(4,892	)
Long-term incentive compensation		(3,515	)		(1,911	)
Total	$	6,751		$	(58,549	)

Nine months ended September 30, 2018 versus 2017 - Segment Results

Net income/(loss) for the first nine months of 2018 versus the first nine months of 2017 by (in thousands):

	Nine months ended September 30,
	2018			2017
VITAS	$	99,720		$	14,797
Roto-Rooter		72,799			47,716
Corporate		(21,303	)		(18,888	)
	$	151,216		$	43,625

VITAS’ after-tax earnings were positively impacted in 2018 compared to 2017 due to higher revenue as well as a reduced effective tax rate.  VITAS’ lower net income in 2017 was the result of a $55.8 million (after-tax) litigation settlement.

Roto-Rooter’s net income was positively impacted in 2018 compared to 2017 primarily by an increase in revenue as well as a reduced effective tax rate.

After-tax Corporate expenses for 2018 increased 12.8% when compared to 2017 due to increased stock option expense, long-term incentive compensation expense, and a lower effective tax rate (results in a lower tax benefit) offset by a $10.5 million increase in tax benefit related to the adoption of ASU No. 2016-09 and the impact of tax reform.

-29-

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018
(in thousands)(unaudited)
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
2018 (a)
Service revenues and sales	$	301,764		$	142,387		$	-		$	444,151
Cost of services provided and goods sold		233,006			72,306			-			305,312
Selling, general and administrative expenses		20,394			36,112			10,671			67,177
Depreciation		4,905			4,712			40			9,657
Amortization		-			35			-			35
Other operating expenses		100			157			-			257
Total costs and expenses		258,405			113,322			10,711			382,438
Income/(loss) from operations		43,359			29,065			(10,711	)		61,713
Interest expense		(49	)		(71	)		(962	)		(1,082	)
Intercompany interest income/(expense)		3,306			1,814			(5,120	)		-
Other income—net		89			22			2,189			2,300
Income/(expense) before income taxes		46,705			30,830			(14,604	)		62,931
Income taxes		(10,784	)		(6,267	)		5,369			(11,682	)
Net income/(loss)	$	35,921		$	24,563		$	(9,235	)	$	51,249
(a) The following amounts are included in net income (in thousands):
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
Pretax benefit/(cost):
Stock option expense	$	-		$	-		$	(2,055	)	$	(2,055	)
Long-term incentive compensation		-			-			(1,234	)		(1,234	)
Acquisition expenses		(177	)		(177	)		-			(354	)
Medicare cap sequestration adjustment		(503	)		-			-			(503	)
Total	$	(680	)	$	(177	)	$	(3,289	)	$	(4,146	)
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
After-tax benefit/(cost):
Stock option expense	$	-		$	-		$	(1,674	)	$	(1,674	)
Long-term incentive compensation		-			-			(1,013	)		(1,013	)
Acquisition expenses		(132	)		(130	)		-			(262	)
Medicare cap sequestration adjustment		(376	)		-			-			(376	)
Excess tax benefits on stock compensation		-			-			3,118			3,118
Total	$	(508	)	$	(130	)	$	431		$	(207	)

-30-

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2017
(in thousands)(unaudited)
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
2017 (a)
Service revenues and sales	$	288,951		$	128,493		$	-		$	417,444
Cost of services provided and goods sold		222,119			65,928			-			288,047
Selling, general and administrative expenses		23,783			33,694			9,442			66,919
Depreciation		4,529			4,268			22			8,819
Amortization		-			33			-			33
Other operating income		(371	)		-			-			(371	)
Total costs and expenses		250,060			103,923			9,464			363,447
Income/(loss) from operations		38,891			24,570			(9,464	)		53,997
Interest expense		(53	)		(73	)		(922	)		(1,048	)
Intercompany interest income/(expense)		2,950			1,378			(4,328	)		-
Other income/(expense)—net		(86	)		(8	)		1,417			1,323
Income/(expense) before income taxes		41,702			25,867			(13,297	)		54,272
Income taxes		(15,248	)		(9,833	)		6,246			(18,835	)
Net income/(loss)	$	26,454		$	16,034		$	(7,051	)	$	35,437
(a) The following amounts are included in net income (in thousands):
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
Pretax benefit/(cost):
Stock option expense	$	-		$	-		$	(1,683	)	$	(1,683	)
Long-term incentive compensation		-			-			(1,104	)		(1,104	)
Program closure expenses		371			-			-			371
Expenses related to OIG investigation		(935	)		-			-			(935	)
Total	$	(564	)	$	-		$	(2,787	)	$	(3,351	)
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
After-tax benefit/(cost):
Stock option expense	$	-		$	-		$	(1,064	)	$	(1,064	)
Long-term incentive compensation		-			-			(699	)		(699	)
Program closure expenses		223			-			-			223
Expenses related to OIG investigation		(578	)		-			-			(578	)
Excess tax benefits on stock compensation		-			-			1,783			1,783
Total	$	(355	)	$	-		$	20		$	(335	)

-31-

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018
(in thousands)(unaudited)
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
2018 (a)
Service revenues and sales	$	890,577		$	434,563		$	-		$	1,325,140
Cost of services provided and goods sold		693,335			222,254			-			915,589
Selling, general and administrative expenses		61,606			108,120			34,748			204,474
Depreciation		14,753			13,782			107			28,642
Amortization		-			96			-			96
Other operating expenses		16			72			-			88
Total costs and expenses		769,710			344,324			34,855			1,148,889
Income/(loss) from operations		120,867			90,239			(34,855	)		176,251
Interest expense		(153	)		(255	)		(3,405	)		(3,813	)
Intercompany interest income/(expense)		9,524			5,231			(14,755	)		-
Other income/(expense)—net		469			60			3,827			4,356
Income/(expense) before income taxes		130,707			95,275			(49,188	)		176,794
Income taxes		(30,987	)		(22,476	)		27,885			(25,578	)
Net income/(loss)	$	99,720		$	72,799		$	(21,303	)	$	151,216
(a) The following amounts are included in net income (in thousands):
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
Pretax benefit/(cost):
Stock option expense	$	-		$	-		$	(9,360	)	$	(9,360	)
Long-term incentive compensation		-			-			(4,376	)		(4,376	)
Medicare cap sequestration adjustment		(1,040	)		-			-			(1,040	)
Acquisition expenses		(177	)		(177	)		-			(354	)
Accrued litigation settlement		204			-			-			204
Total	$	(1,013	)	$	(177	)	$	(13,736	)	$	(14,926	)
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
After-tax benefit/(cost):
Stock option expense	$	-		$	-		$	(7,465	)	$	(7,465	)
Long-term incentive compensation		-			-			(3,515	)		(3,515	)
Medicare cap sequestration adjustment		(777	)		-			-			(777	)
Acquisition expenses		(132	)		(130	)		-			(262	)
Litigation settlement		152			-			-			152
Excess tax benefits on stock compensation		-			-			18,618			18,618
Total	$	(757	)	$	(130	)	$	7,638		$	6,751

-32-

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
CONSOLIDATING STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(in thousands)(unaudited)
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
2017 (a)
Service revenues and sales	$	855,977		$	382,390		$	-		$	1,238,367
Cost of services provided and goods sold		663,565			195,474			-			859,039
Selling, general and administrative expenses		72,608			100,917			31,506			205,031
Depreciation		14,048			12,322			175			26,545
Amortization		14			97			-			111
Other operating expenses		91,138			-			-			91,138
Total costs and expenses		841,373			308,810			31,681			1,181,864
Income/(loss) from operations		14,604			73,580			(31,681	)		56,503
Interest expense		(161	)		(259	)		(2,744	)		(3,164	)
Intercompany interest income/(expense)		8,478			4,035			(12,513	)		-
Other income/(expense)—net		(95	)		(85	)		5,619			5,439
Income/(expense) before income taxes		22,826			77,271			(41,319	)		58,778
Income taxes		(8,029	)		(29,555	)		22,431			(15,153	)
Net income/(loss)	$	14,797		$	47,716		$	(18,888	)	$	43,625
(a) The following amounts are included in net income (in thousands):
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
Pretax benefit/(cost):
Accrued litigation settlement	$	(90,000	)	$	-		$	-		$	(90,000	)
Stock option expense		-			-			(7,738	)		(7,738	)
Medicare cap sequestration adjustment		(105	)		-			-			(105	)
Long-term incentive compensation		-			-			(3,021	)		(3,021	)
Expenses related to litigation settlements		-			(213	)		-			(213	)
Program closure expenses		(1,138	)		-			-			(1,138	)
Expenses related to OIG investigation		(5,178	)		-			-			(5,178	)
Total	$	(96,421	)	$	(213	)	$	(10,759	)	$	(107,393	)
										Chemed
	VITAS			Roto-Rooter			Corporate			Consolidated
After-tax benefit/(cost):
Accrued litigation settlement	$	(55,800	)	$	-		$	-		$	(55,800	)
Stock option expense		-			-			(4,892	)		(4,892	)
Medicare cap sequestration adjustment		(65	)		-			-			(65	)
Long-term incentive compensation		-			-			(1,911	)		(1,911	)
Expenses related to litigation settlements		-			(129	)		-			(129	)
Program closure expenses		(675	)		-			-			(675	)
Expenses related to OIG investigation		(3,198	)		-			-			(3,198	)
Excess tax benefits on stock compensation		-			-			8,121			8,121
Total	$	(59,738	)	$	(129	)	$	1,318		$	(58,549	)

-33-

Unaudited Consolidating Summary and Reconciliation of Adjusted EBITDA
Chemed Corporation and Subsidiary Companies
(in thousands)										Chemed
For the three months ended September 30, 2018	VITAS			Roto-Rooter			Corporate			Consolidated
Net income/(loss)	$	35,921		$	24,563		$	(9,235	)	$	51,249
Add/(deduct):
Interest expense		49			71			962			1,082
Income taxes		10,784			6,267			(5,369	)		11,682
Depreciation		4,905			4,712			40			9,657
Amortization		-			35			-			35
EBITDA		51,659			35,648			(13,602	)		73,705
Add/(deduct):
Intercompany interest expense/(income)		(3,306	)		(1,814	)		5,120			-
Interest income		(88	)		(23	)		-			(111	)
Medicare cap sequestration adjustment		503			-			-			503
Acquisition Expenses		177			177			-			354
Stock option expense		-			-			2,055			2,055
Long-term incentive compensation		-			-			1,234			1,234
Adjusted EBITDA	$	48,945		$	33,988		$	(5,193	)	$	77,740
										Chemed
For the three months ended September 30, 2017	VITAS			Roto-Rooter			Corporate			Consolidated
Net income/(loss)	$	26,454		$	16,034		$	(7,051	)	$	35,437
Add/(deduct):
Interest expense		53			73			922			1,048
Income taxes		15,248			9,833			(6,246	)		18,835
Depreciation		4,529			4,268			22			8,819
Amortization		-			33			-			33
EBITDA		46,284			30,241			(12,353	)		64,172
Add/(deduct):
Intercompany interest expense/(income)		(2,950	)		(1,378	)		4,328			-
Interest income		(48	)		(4	)		-			(52	)
Expenses related to OIG investigation		935			-			-			935
Program closure expenses		(371	)		-			-			(371	)
Amortization of stock awards		72			67			156			295
Advertising cost adjustment		-			(162	)		-			(162	)
Stock option expense		-			-			1,683			1,683
Long-term incentive compensation		-			-			1,104			1,104
Adjusted EBITDA	$	43,922		$	28,764		$	(5,082	)	$	67,604

-34-

Unaudited Consolidating Summary and Reconciliation of Adjusted EBITDA
Chemed Corporation and Subsidiary Companies
(in thousands)										Chemed
For the nine months ended September 30, 2018	VITAS			Roto-Rooter			Corporate			Consolidated
Net income/(loss)	$	99,720		$	72,799		$	(21,303	)	$	151,216
Add/(deduct):
Interest expense		153			255			3,405			3,813
Income taxes		30,987			22,476			(27,885	)		25,578
Depreciation		14,753			13,782			107			28,642
Amortization		-			96			-			96
EBITDA		145,613			109,408			(45,676	)		209,345
Add/(deduct):
Intercompany interest expense/(income)		(9,524	)		(5,231	)		14,755			-
Interest income		(468	)		(60	)		-			(528	)
Accrued litigation settlement		(204	)		-			-			(204	)
Medicare cap sequestration adjustment		1,040			-			-			1,040
Acquisition expenses		177			177			-			354
Stock award amortization		107			100			239			446
Stock option expense		-			-			9,360			9,360
Long-term incentive compensation		-			-			4,376			4,376
Adjusted EBITDA	$	136,741		$	104,394		$	(16,946	)	$	224,189
										Chemed
For the nine months ended September 30, 2017	VITAS			Roto-Rooter			Corporate			Consolidated
Net income/(loss)	$	14,797		$	47,716		$	(18,888	)	$	43,625
Add/(deduct):
Interest expense		161			259			2,744			3,164
Income taxes		8,029			29,555			(22,431	)		15,153
Depreciation		14,048			12,322			175			26,545
Amortization		14			97			-			111
EBITDA		37,049			89,949			(38,400	)		88,598
Add/(deduct):
Intercompany interest expense/(income)		(8,478	)		(4,035	)		12,513			-
Interest income		(267	)		(29	)		-			(296	)
Accrued litigation settlement		90,000			-			-			90,000
Expenses related to OIG investigation		5,178			-			-			5,178
Program closure expenses		1,138			-			-			1,138
Medicare cap sequestration adjustment		105			-			-			105
Amortization of stock awards		220			203			510			933
Advertising cost adjustment		-			(707	)		-			(707	)
Expenses related to litigation settlements		-			213			-			213
Stock option expense		-			-			7,738			7,738
Long-term incentive compensation		-			-			3,021			3,021
Adjusted EBITDA	$	124,945		$	85,594		$	(14,618	)	$	195,921

-35-

RECONCILIATION OF ADJUSTED NET INCOME
(in thousands, except per share data)(unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
	2018			2017			2018			2017
Net income as reported	$	51,249		$	35,437		$	151,216		$	43,625
Add/(deduct) after-tax cost of:
Excess tax benefits on stock compensation		(3,118	)		(1,783	)		(18,618	)		(8,121	)
Stock option expense		1,674			1,064			7,465			4,892
Long-term incentive compensation		1,013			699			3,515			1,911
Medicare cap sequestration adjustment		376			-			777			65
Acquisition expenses		262			-			262			-
Accrued litigation settlement		-			-			(152	)		55,800
Expenses of OIG investigation		-			578			-			3,198
Program closure expenses		-			(223	)		-			675
Expenses related to litigation settlements		-			-			-			129
Adjusted net income	$	51,456		$	35,772		$	144,465		$	102,174
Diluted Earnings Per Share As Reported
Net income	$	3.06		$	2.13		$	8.98		$	2.60
Average number of shares outstanding		16,772			16,676			16,830			16,763
Adjusted Diluted Earnings Per Share
Adjusted net income	$	3.07		$	2.15		$	8.58		$	6.10
Adjusted average number of shares outstanding		16,772			16,676			16,830			16,763

-36-

CHEMED CORPORATION AND SUBSIDIARY COMPANIES
OPERATING STATISTICS FOR VITAS SEGMENT
(unaudited)
	Three Months Ended September 30,						Nine Months Ended September 30,
OPERATING STATISTICS	2018			2017			2018			2017
Net revenue ($000)
Homecare	$	257,134		$	235,102		$	748,546		$	689,248
Inpatient		19,617			21,807			61,803			66,369
Continuous care		30,385			29,870			91,664			94,426
Other		2,104			2,172			5,844			6,181
Subtotal	$	309,240		$	288,951		$	907,857		$	856,224
Room and board, net		(2,569	)		-			(7,863	)		-
Contractual allowances		(2,957	)		-			(8,749	)		-
Medicare cap allowance		(1,950	)		-			(668	)		(247	)
Total	$	301,764		$	288,951		$	890,577		$	855,977
Net revenue as a percent of total before Medicare cap allowances
Homecare		83.2	%		81.4	%		82.5	%		80.5	%
Inpatient		6.3			7.5			6.8			7.8
Continuous care		9.8			10.3			10.1			11.0
Other		0.7			0.8			0.6			0.7
Subtotal		100.0			100.0			100.0			100.0
Room and board, net		(0.8	)		-			(0.9	)		-
Contractual allowances		(1.0	)		-			(1.0	)		-
Medicare cap allowance		(0.6	)		-			(0.1	)		-
Total		97.6	%		100.0	%		98.0	%		100.0	%
Average daily census (days)
Homecare		13,791			12,596			13,515			12,444
Nursing home		3,402			3,254			3,298			3,148
Routine homecare		17,193			15,850			16,813			15,592
Inpatient		313			354			328			358
Continuous care		451			448			466			475
Total		17,957			16,652			17,607			16,425
Total Admissions		16,403			16,000			51,540			49,874
Total Discharges		16,171			15,726			50,234			49,074
Average length of stay (days)		90.0			89.5			89.0			87.9
Median length of stay (days)		18.0			16.0			16.0			16.0
ADC by major diagnosis
Cerebro		36.2	%		35.6	%		36.5	%		35.0	%
Neurological		18.8			18.9			18.7			19.4
Cancer		13.8			16.6			13.8			16.6
Cardio		16.4			14.4			16.4			14.8
Respiratory		8.1			7.9			8.1			7.9
Other		6.7			6.6			6.5			6.3
Total		100.0	%		100.0	%		100.0	%		100.0	%
Admissions by major diagnosis
Cerebro		21.1			22.0	%		21.9	%		21.9	%
Neurological		11.6			10.0			11.3			10.5
Cancer		31.5			31.5			30.0			30.8
Cardio		14.7			14.9			15.3			15.1
Respiratory		10.3			10.6			11.0			10.9
Other		10.8			11.0			10.5			10.8
Total		100.0	%		100.0	%		100.0	%		100.0	%
Direct patient care margins
Routine homecare		53.0	%		52.4	%		52.6	%		52.2	%
Inpatient		3.1			3.4			5.0			4.4
Continuous care		17.3			17.3			17.4			16.9
Homecare margin drivers (dollars per patient day)
Labor costs	$	57.31		$	56.48		$	57.85		$	57.20
Combined drug, HME and medical supplies		13.85			14.67			14.23			14.77
Inpatient margin drivers (dollars per patient day)
Labor costs	$	384.50		$	362.48		$	375.65		$	369.77
Continuous care margin drivers (dollars per patient day)
Labor costs	$	587.84		$	579.31		$	576.77		$	584.82
Estimated uncollectible accounts as a percent of revenues		1.0	%		1.1	%		1.0	%		1.1	%
Accounts receivable -- Days of revenue outstanding- excluding unapplied Medicare payments		36.0			37.6		n.a.			n.a.
Accounts receivable -- Days of revenue outstanding- including unapplied Medicare payments		22.8			19.9		n.a.			n.a.

-37-

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 Regarding Forward-Looking Information

Certain statements contained in this report 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.  These forward-looking statements are based on current expectations and assumptions and involve various known and unknown risks, uncertainties, contingencies and other factors, which could cause Chemed’s actual results to differ from those expressed in such forward-looking statements.  Variances in any or all of the risks, uncertainties, contingencies, and other factors from our assumptions could cause actual results to differ materially from these forward-looking statements and trends.  In addition, our ability to deal with the unknown outcomes of these events, many of which are beyond our control, may affect the reliability of projections and other financial matters.  Investors are cautioned that such forward-looking statements are subject to inherent risk and there are no assurances that the matters contained in such statements will be achieved.  Chemed does not undertake and specifically disclaims any obligation to publicly update or revise any forward-looking statements, whether as a result of a new information, future events or otherwise.

Item 3.   Quantitative and Qualitative Disclosures about Market Risk

The Company’s primary market risk exposure relates to interest rate risk exposure through its variable interest line of credit.  At September 30, 2018, the Company had $130.0 million of variable rate debt outstanding.  For each $10 million dollars borrowed under the credit facility, an increase or decrease of 100 basis points (1% point), increases or decreases the Company’s annual interest expense by $100,000.

The Company continually evaluates this interest rate exposure and periodically weighs the cost versus the benefit of fixing the variable interest rates through a variety of hedging techniques.

Item 4.   Controls and Procedures

We carried out an evaluation, under the supervision of our President and Chief Executive Officer and with the participation of the Executive Vice President and Chief Financial Officer and the Vice President and Controller, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, the President and Chief Executive Officer, Executive Vice President and Chief Financial Officer and Vice President and Controller have concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.  There has been no change in our internal control over financial reporting that occurred during the quarter covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.   Legal Proceedings

For information regarding the Company’s legal proceedings, see note 10, Legal and Regulatory Matters, under Part I, Item I of this Quarterly Report on Form 10-Q.

Item 1A. Risk Factors

There have been no material changes from the risk factors previously disclosed in the Company’s most recent Annual Report on Form 10-K.

-38-

Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds

Item 2(c). Purchases of Equity Securities by Issuer and Affiliated Purchasers

The following table shows the activity related to our share repurchase program for the first nine months of 2018:

	Total Number		Weighted Average		Cumulative Shares		Dollar Amount
	of Shares		Price Paid Per		Repurchased Under		Remaining Under
	Repurchased		Share		the Program		The Program
February 2011 Program
January 1 through January 31, 2018		-	$	-		7,815,718	$	55,533,344
February 1 through February 28, 2018		96,890		258.26		7,912,608		30,510,279
March 1 through March 31, 2018		203,110		276.22		8,115,718	$	124,407,878
First Quarter Total		300,000	$	270.42
April 1 through April 30, 2018		-	$	-		8,115,718	$	124,407,878
May 1 through May 31, 2018		-		-		8,115,718		124,407,878
June 1 through June 30, 2018		10,000		317.86		8,125,718	$	121,229,007
Second Quarter Total		10,000	$	317.86
July 1 through July 31, 2018		10,249	$	314.49		8,135,967	$	118,005,847
August 1 through August 31, 2018		39,751		315.87		8,175,718		105,449,705
September 1 through September 30, 2018		70,622		309.99		8,246,340	$	83,557,343
Third Quarter Total		120,622	$	312.31

On March 6, 2018 our Board of Directors authorized an additional $150 million under the February 2011 Repurchase Program.

Item 3.   Defaults Upon Senior Securities

None.

Item 4.   Mine Safety Disclosures

None.

Item 5.   Other Information

None.

-39-

Item 6.   Exhibits

Exhibit No.	Description
31.1	Certification by Kevin J. McNamara pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act of 1934.
31.2	Certification by David P. Williams pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange  Act of 1934.
31.3	Certification by Michael D. Witzeman pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act of 1934.
32.1	Certification by Kevin J. McNamara pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification by David P. Williams pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.3	Certification by Michael D. Witzeman pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

SIGNATURES

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

			Chemed Corporation
			(Registrant)
Dated:	November 2, 2018	By:	/s/ Kevin J. McNamara
			Kevin J. McNamara
			(President and Chief Executive Officer)
Dated:	November 2, 2018	By:	/s/ David P. Williams
			David P. Williams
			(Executive Vice President and Chief Financial Officer)
Dated:	November 2, 2018	By:	/s/ Michael D. Witzeman
			Michael D. Witzeman
			(Vice President and Controller)

-40-

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO RULES 13a-14(a)/15d-14(a) OF THE EXCHANGE ACT OF 1934

I, Kevin J. McNamara, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Chemed Corporation (“registrant”);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors or persons performing the equivalent function:

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:     November 2, 2018	/s/ Kevin J. McNamara
	Kevin J. McNamara
	(President and Chief Executive Officer)

E-1

EX-31.2

EXHIBIT 31.2

CERTIFICATION PURSUANT TO RULES 13a-14(a)/15d-14(a) OF THE EXCHANGE ACT OF 1934

I, David P. Williams, certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Chemed Corporation (“registrant”);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors or persons performing the equivalent function:

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:     November 2, 2018	/s/ David P. Williams
	David P. Williams
	(Executive Vice President and Chief Financial Officer)

E-2

EX-31.3

EXHIBIT 31.3

CERTIFICATION PURSUANT TO RULES 13a-14(a)/15d-14(a) OF THE EXCHANGE ACT OF 1934

I, Michael D. Witzeman., certify that:

1.  I have reviewed this quarterly report on Form 10-Q of Chemed Corporation (“registrant”);

2.  Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.  Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4.  The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a)  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)  designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles,

c)  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)  disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.  The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors or persons performing the equivalent function:

a)  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)  any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:     November 2, 2018	/s/ Michael D. Witzeman
	Michael D. Witzeman
	(Vice President and Controller)

E-3

EX-32.1

EXHIBIT 32.1

CERTIFICATION BY KEVIN J. MCNAMARA

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as President and Chief Executive Officer of Chemed Corporation (“Company”), does hereby certify that:

1) the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2018 (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:     November 2, 2018	/s/ Kevin J. McNamara
	Kevin J. McNamara
	(President and Chief Executive Officer)

E-4

EX-32.2

EXHIBIT 32.2

CERTIFICATION BY DAVID P. WILLIAMS

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Executive Vice President and Chief Financial Officer of Chemed Corporation (“Company”), does hereby certify that:

1) the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2018 (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:     November 2, 2018	/s/ David P. Williams
	David P. Williams
	(Executive Vice President and Chief Financial Officer)

E-5

EX-32.3

EXHIBIT 32.3

CERTIFICATION BY ARTHUR V. TUCKER, JR.

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002.

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, as Vice President and Controller of Chemed Corporation (“Company”), does hereby certify that:

1) the Company’s Quarterly Report on Form 10-Q for the quarter ending September 30, 2018 (“Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: November 2, 2018	/s/ Michael D. Witzeman
	Michael D. Witzeman
	(Vice President and Controller)

E-6

XML

Document And Entity Information	9 Months Ended
	Sep. 30, 2018 shares
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2018
Entity Registrant Name	CHEMED CORP
Trading Symbol	CHE
Entity Central Index Key	0000019584
Current Fiscal Year End Date	--12-31
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding	16,012,354

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Current assets
Cash and cash equivalents	$ 67,459	$ 11,121
Accounts receivable less allowances (2017 - $15,175)	108,999	113,651
Inventories	5,763	5,334
Prepaid income taxes	6,039	29,848
Prepaid expenses	17,610	16,092
Total current assets	205,870	176,046
Investments of deferred compensation plans	70,237	62,067
Properties and equipment, at cost, less accumulated depreciation of $241,376 (2017 - $230,034)	154,434	143,034
Identifiable intangible assets less accumulated amortization of $32,982 (2017 - $32,887)	56,649	54,865
Goodwill	483,281	476,887
Other assets	8,653	7,127
Total Assets	979,124	920,026
Current liabilities
Accounts payable	36,977	48,372
Current portion of long-term debt		10,000
Accrued insurance	43,503	46,968
Accrued compensation	70,687	62,933
Accrued legal	1,423	1,786
Other current liabilities	27,608	23,463
Total current liabilities	180,198	193,522
Deferred income taxes	15,293	16,640
Long-term debt	130,000	91,200
Deferred compensation liabilities	68,492	61,800
Other liabilities	16,988	16,510
Total Liabilities	410,971	379,672
Commitments and contingencies (Note 10)
Stockholders' Equity
Capital stock - authorized 80,000,000 shares $1 par; issued 35,211,061 shares (2017 - 34,732,192 shares)	35,211	34,732
Paid-in capital	755,263	695,797
Retained earnings	1,175,949	1,038,955
Treasury stock - 19,281,842 shares (2017 - 18,694,047)	(1,400,577)	(1,231,332)
Deferred compensation payable in Company stock	2,307	2,202
Total Stockholders' Equity	568,153	540,354
Total Liabilities and Stockholders' Equity	$ 979,124	$ 920,026

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Consolidated Balance Sheets [Abstract]
Accounts receivable, allowances		$ 15,175
Properties and equipment, accumulated depreciation	$ 241,376	230,034
Identifiable intangible assets, accumulated amortization	$ 32,982	$ 32,887
Capital stock - authorized	80,000,000	80,000,000
Capital stock - par value	$ 1	$ 1
Capital stock - issued	35,211,061	34,732,192
Treasury stock	19,281,842	18,694,047

XML

Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Consolidated Statements Of Income [Abstract]
Service revenue and sales	$ 444,151	$ 417,444	$ 1,325,140	$ 1,238,367
Cost of services provided and goods sold (excluding depreciation)	305,312	288,047	915,589	859,039
Selling, general and administrative expenses	67,177	66,919	204,474	205,031
Depreciation	9,657	8,819	28,642	26,545
Amortization	35	33	96	111
Other operating expenses/(income)	257	(371)	88	91,138
Total costs and expenses	382,438	363,447	1,148,889	1,181,864
Income from operations	61,713	53,997	176,251	56,503
Interest expense	(1,082)	(1,048)	(3,813)	(3,164)
Other income - net	2,300	1,323	4,356	5,439
Income before income taxes	62,931	54,272	176,794	58,778
Income taxes	(11,682)	(18,835)	(25,578)	(15,153)
Net income	$ 51,249	$ 35,437	$ 151,216	$ 43,625
Earnings Per Share
Net income	$ 3.19	$ 2.22	$ 9.41	$ 2.72
Average number of shares outstanding	16,074	15,976	16,070	16,068
Diluted Earnings Per Share
Net income	$ 3.06	$ 2.13	$ 8.98	$ 2.60
Average number of shares outstanding	16,772	16,676	16,830	16,763
Cash Dividends Per Share	$ 0.30	$ 0.28	$ 0.86	$ 0.80

XML

Consolidated Statements Of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017
Cash Flows from Operating Activities
Net income	$ 151,216	$ 43,625
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	28,738	26,656
Stock option expense	9,360	7,738
Noncash long-term incentive compensation	4,176	2,888
Benefit for deferred income taxes	(1,344)	(36,175)
Noncash directors' compensation	766	766
Amortization of restricted stock awards	446	933
Amortization of debt issuance costs	361	387
Litigation settlement		90,000
Provision for uncollectible accounts receivable		12,953
Changes in operating assets and liabilities:
Decrease in accounts receivable	4,637	27,534
(Increase)/decrease in inventories	(429)	97
Increase in prepaid expenses	(1,518)	(2,573)
Increase in accounts payable and other current liabilities	12,182	2,448
Change in current income taxes	23,858	12,432
Increase in other assets	(9,441)	(6,238)
Increase in other liabilities	7,190	6,046
Other sources	410	1,472
Net cash provided by operating activities	230,608	190,989
Cash Flows from Investing Activities
Capital expenditures	(36,554)	(50,247)
Business combinations	(12,875)	(525)
Other sources	480	116
Net cash used by investing activities	(48,949)	(50,656)
Cash Flows from Financing Activities
Proceeds from revolving line of credit	428,150	183,700
Payments on revolving line of credit	(324,350)	(203,700)
Purchases of treasury stock	(121,976)	(94,640)
Payments on other long-term debt	(75,000)	(6,250)
Capital stock surrendered to pay taxes on stock-based compensation	(24,763)	(7,637)
Proceeds from exercise of stock options	23,079	11,625
Change in cash overdrafts payable	(15,307)	(8,139)
Dividends paid	(13,850)	(12,879)
Debt issuance costs	(985)
Other (uses)/sources	(319)	1,148
Net cash used by financing activities	(125,321)	(136,772)
Increase in Cash and Cash Equivalents	56,338	3,561
Cash and cash equivalents at beginning of year	11,121	15,310
Cash and cash equivalents at end of period	$ 67,459	$ 18,871

XML

Basis Of Presentation

9 Months Ended

Sep. 30, 2018

Basis Of Presentation [Abstract]

Basis Of Presentation

1.   Basis of Presentation

As used herein, the terms "We," "Company" and "Chemed" refer to Chemed Corporation or Chemed Corporation and its consolidated subsidiaries. 

We have prepared the accompanying unaudited consolidated financial statements of Chemed in accordance with Rule 10-01 of SEC Regulation S-X.  Consequently, we have omitted certain disclosures required under generally accepted accounting principles in the United States (“GAAP”) for complete financial statements. The December 31, 2017 balance sheet data were derived from audited financial statements but do not include all disclosures required by GAAP.  However, in our opinion, the financial statements presented herein contain all adjustments, consisting only of normal recurring adjustments, necessary to state fairly our financial position, results of operations and cash flows.  These financial statements are prepared on the same basis as and should be read in conjunction with the audited Consolidated Financial Statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2017. 

CASH FLOW CLASSIFICATION

In August 2016, the FASB issued Accounting Standards Update “ASU No. 2016-15 – Cash Flow Classification” which amends guidance on the classification of certain cash receipts and payments in the statement of cash flows.  The primary purpose of ASU 2016-15 was to reduce diversity in practice related to eight specific cash flow issues.  The guidance in this ASU was effective for fiscal years beginning after December 15, 2017.    We adopted this ASU as of January 1, 2018.  There was no material effect to our statements of cash flow.

INCOME TAXES

The enactment of the Tax Cuts and Jobs Act (“the Act”) and subsequent issue of SAB 118 provides for a measurement period not to exceed one year in order to complete implementation of the Act. We have recognized and disclosed provisional amounts for material items in the prior period. We expect to complete our implementation within one year consistent with SAB 118.  We have not recognized a provisional amount for GILTI tax as we do not expect this to materially impact the financial statements. We have not adjusted or recognized any other provisional amounts related to the Act during the quarter and year ended September 30, 2018.

Our effective income tax rate was 18.6% in the third quarter of 2018 compared to 34.7% during the third quarter of 2017.   Excess tax benefit on stock options reduced our income tax expenses by $3.1 million and $1.8 million, respectively for the quarters ended September 30, 2018 and 2017. 

Our effective income tax rate was 14.5% for the first nine months ended September 30, 2018 compared to 25.8% during the first nine months ended of 2017.   Excess tax benefit on stock options reduced our income tax expenses by $18.6 million and $8.1 million, respectively for the nine months ended September 30, 2018 and 2017.

NON-CASH TRANSACTIONS

Included in the accompanying Consolidated Balance Sheets are $2.5 million and $2.7 million of capitalized property and equipment which were not paid for as of September 30, 2018 and December 31, 2017, respectively.  These amounts have been excluded from capital expenditures in the accompanying Consolidated Statements of Cash Flow.  There are no material non-cash amounts included in interest expense for any period presented.

XML

Revenue Recognition

9 Months Ended

Sep. 30, 2018

Revenue Recognition [Abstract]

Revenue Recognition

2.   Revenue Recognition

In May 2014, the FASB issued Accounting Standards Update “ASU No. 2014-09 – Revenue from Contracts with Customers.”  The standard and subsequent amendments are theoretically intended to develop a common revenue standard for removing inconsistencies and weaknesses, improve comparability, provide for more useful information to users through improved disclosure requirements and simplify the preparation of financial statements.  The standard is also referred to as Accounting Standards Codification No. 606 (“ASC606”).  We adopted ASC 606 effective January 1, 2018.  The required disclosures of ASC 606 and impact of adoption are discussed below for each of our operating subsidiaries.

VITAS

Service revenue for VITAS is reported at the amount that reflects the ultimate consideration we expect to receive in exchange for providing patient care.  These amounts are due from third-party payors, primarily commercial health insurers and government programs (Medicare and Medicaid), and includes variable consideration for revenue adjustments due to settlements of audits and reviews, as well as certain hospice-specific revenue capitations.  Amounts are generally billed monthly or subsequent to patient discharge.  Subsequent changes in the transaction price initially recognized are not significant.

Hospice services are provided on a daily basis and the type of service provided is determined based on a physician’s determination of each patient’s specific needs on that given day.  Reimbursement rates for hospice services are on a per diem basis regardless of the type of service provided or the payor.  Reimbursement rates from government programs are established by the appropriate governmental agency and are standard across all hospice providers.  Reimbursement rates from health insurers are negotiated with each payor and generally structured to closely mirror the Medicare reimbursement model.  The types of hospice services provided and associated reimbursement model for each are as follows:

Routine Home Care occurs when a patient receives hospice care in their home, including a nursing home setting.  The routine home care rate is paid for each day that a patient is in a hospice program and is not receiving one of the other categories of hospice care.  For Medicare patients, the routine home care rate reflects a two-tiered rate, with a higher rate for the first 60 days of a hospice patient’s care and a lower rate for days 61 and after.  In addition, there is a Service Intensity Add-on payment which covers direct home care visits conducted by a registered nurse or social worker in the last seven days of a hospice patient’s life, reimbursed up to four hours per day in fifteen minute increments at the continuous home care rate.

General Inpatient Care occurs when a patient requires services in a controlled setting for a short period of time for pain control or symptom management which cannot be managed in other settings.  General inpatient care services must be provided in a Medicare or Medicaid certified hospital or long-term care facility or at a freestanding inpatient hospice facility with the required registered nurse staffing. 

Continuous Home Care is provided to patients while at home, including a nursing home setting, during periods of crisis when intensive monitoring and care, primarily nursing care, is required in order to achieve palliation or management of acute medical symptoms.  Continuous home care requires a minimum of 8 hours of care within a 24-hour day, which begins at midnight.  The care must be predominantly nursing care provided by either a registered nurse or licensed nurse practitioner.  While the published Medicare continuous home care rates are daily rates, Medicare pays for continuous home care in fifteen minute increments.  This fifteen minute rate is calculated by dividing the daily rate by 96.

Respite Care permits a hospice patient to receive services on an inpatient basis for a short period of time in order to provide relief for the patient’s family or other caregivers from the demands of caring for the patient.  A hospice can receive payment for respite care for a given patient for up to five consecutive days at a time, after which respite care is reimbursed at the routine home care rate.

Each level of care represents a separate promise under the contract of care and is provided independently for each patient contingent upon the patient’s specific medical needs as determined by a physician.  However, the clinical criteria used to determine a patient’s level of care is consistent across all patients, given that, each patient is subject to the same payor rules and regulations.  As a result, we have concluded that each level of care is capable of being distinct and is distinct in the context of the contract.  Furthermore, we have determined that each level of care represents a stand ready service provided as a series of either days or hours of patient care.  We believe that the performance obligations for each level of care meet criteria to be satisfied over time.  VITAS recognizes revenue based on the service output.  VITAS believes this to be the most faithful depiction of the transfer of control of services as the patient simultaneously receives and consumes the benefits provided by our performance. Revenue is recognized on a daily or hourly basis for each patient in accordance with the reimbursement model for each type of service.  VITAS’ performance obligations relate to contracts with an expected duration of less than one year.  Therefore, VITAS has elected to apply the optional exception provided in ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.  The unsatisfied or partially satisfied performance obligations referred to above relate to bereavement services provided to patients’ families for at least 12 months after discharge.

Care is provided to patients regardless of their ability to pay.  Patients who meet our criteria for charity care are provided care without charge.  There is no revenue or associated accounts receivable in the accompanying consolidated financial statements related to charity care.  The cost of providing charity care during the quarters ended September 30, 2018 and 2017 was $2.0 million and $1.9 million, respectively.  The cost of providing charity care during the nine months ended September 30, 2018 and 2017 was $6.2 million and $5.6 million, respectively. The cost of charity care is included in cost of services provided and goods sold and is calculated by taking the ratio of charity care days to total days of care and multiplying by the total cost of care.

Generally, patients who are covered by third-party payors are responsible for related deductibles and coinsurance which vary in amount.  VITAS also provides service to patients without a reimbursement source and may offer those patients discounts from standard charges.  VITAS estimates the transaction price for patients with deductibles and coinsurance, along with those uninsured patients, based on historical experience and current conditions.  The estimate of any contractual adjustments, discounts or implicit price concessions reduces the amount of revenue initially recognized.  Subsequent changes to the estimate of the transaction price are recorded as adjustments to patient service revenue in the period of change.  Subsequent changes that are determined to be the result of an adverse change in the patients’ ability to pay (i.e. change in credit risk) are recorded as bad debt expense.  VITAS has no material adjustments related to subsequent changes in the estimate of the transaction price or subsequent changes as the result of an adverse change in the patient’s ability to pay for any period reported. 

Laws and regulations concerning government programs, including Medicare and Medicaid, are complex and subject to varying interpretation.  Compliance with such laws and regulations may be subject to future government review and interpretation.  Additionally, the contracts we have with commercial health insurance payors provide for retroactive audit and review of claims.  Settlement with third party payors for retroactive adjustments due to audits, reviews or investigations are considered variable consideration and are included in the determination of the estimated transaction price for providing patient care.  The variable consideration is estimated based on the terms of the payment agreement, existing correspondence from the payor and our historical settlement activity.  These estimates are adjusted in future periods, as new information becomes available. 

We are subject to certain limitations on Medicare payments for services which are considered variable consideration, as follows:

Inpatient Cap.  If the number of inpatient care days any hospice program provides to Medicare beneficiaries exceeds 20% of the total days of hospice care such program provided to all Medicare patients for an annual period beginning September 28, the days in excess of the 20% figure may be reimbursed only at the routine homecare rate. None of VITAS’ hospice programs exceeded the payment limits on inpatient services during the three and nine months ended September 30, 2018 and 2017.

Medicare Cap.  We are also subject to a Medicare annual per-beneficiary cap (“Medicare cap”). Compliance with the Medicare cap is measured in one of two ways based on a provider election. The “streamlined” method compares total Medicare payments received under a Medicare provider number with respect to services provided to all Medicare hospice care beneficiaries in the program or programs covered by that Medicare provider number between November 1 of each year and October 31 of the following year with the product of the per-beneficiary cap amount and the number of Medicare beneficiaries electing hospice care for the first time from that hospice program or programs from September 28 through September 27 of the following year.  At September 30, 2018 all our programs except one are using the “streamlined” method.

The “proportional” method compares the total Medicare payments received under a Medicare provider number with respect to services provided to all Medicare hospice care beneficiaries in the program or programs covered by the Medicare provider number between September 28 and September 27 of the following year with the product of the per beneficiary cap amount and a pro-rated number of Medicare beneficiaries receiving hospice services from that program during the same period. The pro-rated number of Medicare beneficiaries is calculated based on the ratio of days the beneficiary received hospice services during the measurement period to the total number of days the beneficiary received hospice services. 

We actively monitor each of our hospice programs, by provider number, as to their specific admission, discharge rate and median length of stay data in an attempt to determine whether revenues are likely to exceed the annual per-beneficiary Medicare cap. Should we determine that revenues for a program are likely to exceed the Medicare cap based on projected trends, we attempt to institute corrective actions, which include changes to the patient mix and increased patient admissions. However, should we project our corrective action will not prevent that program from exceeding its Medicare cap, we estimate revenue recognized during the government fiscal year that will require repayment to the Federal government under the Medicare cap and record an adjustment to revenue of an amount equal to a ratable portion of our best estimate for the year.

In 2013, the U.S. government implemented automatic budget reductions of 2.0% for all government payees, including hospice benefits paid under the Medicare program. In 2015, CMS determined that the Medicare cap should be calculated “as if” sequestration did not occur. As a result of this decision, VITAS has received notification from our third-party intermediary that an additional $3.2 million is owed for Medicare cap in three programs arising during the 2013 through 2017 measurement periods. The amounts are automatically deducted from our semi-monthly PIP payments. We do not believe that CMS is authorized under the sequestration authority or the statutory methodology for establishing the Medicare cap to the amounts they have withheld and intend to withhold under their current “as if” methodology. We have appealed CMS’s methodology change.

During the quarter ended September 30, 2018, we recorded $2.0 million in net Medicare cap revenue reduction related to two programs for the 2018 government fiscal year. During the nine months ended September 30, 2018, we recorded $487,000 in net Medicare cap revenue reduction related to two programs for the 2018 government fiscal year and $181,000 related to adjustments of prior year cap liabilities. 

For VITAS’ patients in the nursing home setting in which Medicaid pays the nursing home room and board, VITAS serves as a pass-through between Medicaid and the nursing home.  We are responsible for paying the nursing home for that patient’s room and board.  Medicaid reimburses us for 95% of the amount we have paid.  This results in a 5% net expense for VITAS related to nursing home room and board.  This transaction creates a performance obligation in that VITAS is facilitating room and board being delivered to our patient.  As a result, the 5% net expense is recognized as a contra-revenue account under ASC 606 in the accompanying financial statements.  

The composition of patient care service revenue by payor and level of care for the quarter ended September 30, 2018 is as follows (in thousands):

	Medicare		Medicaid		Commercial		Total
Routine home care	$	239,590	$	11,984	$	5,560	$	257,134
Continuous care		27,391		1,539		1,455		30,385
Inpatient care		16,287		1,998		1,332		19,617
	$	283,268	$	15,521	$	8,347	$	307,136
All other revenue - self-pay, respite care, etc.								2,104
Subtotal							$	309,240
Medicare cap adjustment								(1,950)
Implicit price concessions								(2,957)
Room and board, net								(2,569)
Net revenue							$	301,764

The composition of patient care service revenue by payor and level of care for the nine months ended September 30, 2018 is as follows (in thousands):

	Medicare		Medicaid		Commercial		Total
Routine home care	$	696,248	$	35,283	$	17,015	$	748,546
Continuous care		82,604		4,570		4,490		91,664
Inpatient care		52,174		5,899		3,730		61,803
	$	831,026	$	45,752	$	25,235	$	902,013
All other revenue - self-pay, respite care, etc.								5,844
Subtotal							$	907,857
Medicare cap adjustment								(668)
Implicit price concessions								(8,749)
Room and board, net								(7,863)
Net revenue							$	890,577

Roto-Rooter

Roto-Rooter provides plumbing, drain cleaning, water restoration and other related services to both residential and commercial customers primarily in the United States.  Services are provided through a network of company-owned branches, independent contractors and franchisees.  Service revenue for Roto-Rooter is reported at the amount that reflects the ultimate consideration we expect to receive in exchange for providing services.

Roto-Rooter owns and operates branches focusing mainly on large population centers in the United States.  Roto-Rooter’s primary lines of business in company-owned branches consist of plumbing, sewer and drain cleaning, excavation and water restoration.  For purposes of ASC 606 analysis, plumbing, sewer and drain cleaning, and excavation have been combined into one portfolio and are referred to as “short-term core services”.  Water restoration is analyzed as a separate portfolio.  The following describes the key characteristics of these portfolios:

Short-term Core Services are plumbing, drain and sewer cleaning and excavation services.  These services are provided to both commercial and residential customers.  The duration of services provided in this category range from a few hours to a few days.  There are no significant warranty costs or on-going obligations to the customer once a service has been completed.  For residential customers, payment is received at the time of job completion before the Roto-Rooter technician leaves the residence.  Commercial customers may be granted credit subject to internally designated authority limits and credit check guidelines.  If credit is granted, payment terms are 30 days or less.

Each job in this category is a distinct service with a distinct performance obligation to the customer.  Revenue is recognized at the completion of each job.  Variable consideration consists of pre-invoice discounts and post-invoice discounts.  Pre-invoice discounts are given in the form of coupons or price concessions. Post-invoice discounts consist of credit memos generally granted to resolve customer service issues.  Variable consideration is estimated based on historical activity and recorded at the time service is completed.

Water Restoration Services involve the remediation of water and humidity after a flood.   These services are provided to both commercial and residential customers.  The duration of services provided in this category generally ranges from 3 to 5 days.  There are no significant warranties or on-going obligations to the customer once service has been completed.  The majority of these services are paid by the customer’s insurance company.  Variable consideration relates primarily to allowances taken by insurance companies upon payment.  Variable consideration is estimated based on historical activity and recorded at the time service is completed.

For both short-term core services and water restoration services, Roto-Rooter satisfies its performance obligation at a point in time.  The services provided generally involve fixing plumbing, drainage or flood-related issues at the customer’s property.  At the time service is complete, the customer acknowledges its obligation to pay for service and its satisfaction with the service performed.  This provides evidence that the customer has accepted the service and Roto-Rooter is now entitled to payment.  As such, Roto-Rooter recognizes revenue for these services upon completion of the job and receipt of customer acknowledgement.  Roto-Rooter’s performance obligations for short-term core services and water restoration services relate to contracts with an expected duration of less than a year.  Therefore, Roto-Rooter has elected to apply the optional exception provided in ASC 606 and is not required to disclose the aggregate amount of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied at the end of the reporting period.  Roto-Rooter does not have significant unsatisfied or partially unsatisfied performance obligations at the time of initial revenue recognition for short-term core or water restoration services.

Roto-Rooter owns the rights to certain territories and contracts with an independent third-party to operate the territory under Roto-Rooter’s registered trademarks.  The contract is for a specified term but cancellable by either party without penalty with 90 days advance notice.  Under the terms of these arrangements, Roto-Rooter provides certain back office support and advertising along with a limited license to use Roto-Rooter’s registered trademarks.  The independent contractor is responsible for all day-to-day management of the business including staffing decisions and pricing of services provided. All performance obligations of Roto-Rooter cease at the termination of the arrangement. 

Independent contractors pay Roto-Rooter a standard fee calculated as a percentage of their weekly labor sales.  The primary value for the independent contractors under these arrangements is the right to use Roto-Rooter’s registered trademarks.  Roto-Rooter recognizes revenue from independent contractors over-time (weekly) as the independent contractor’s labor sales are completed.  Payment from independent contractors is also received on a weekly basis.  The use of Roto-Rooter’s registered trademarks and advertising provides immediate value to the independent contractor as a result of Roto-Rooter’s nationally recognized brand.  Therefore, over-time recognition provides the most faithful depiction of the transfer of services as the customer simultaneously receives and consumes the benefits provided. There is no significant variable consideration related to these arrangements.

Roto-Rooter has licensed the rights to operate under Roto-Rooter’s registered trademarks in other territories to franchisees.   The contract is for a 10 year term but cancellable by Roto-Rooter for cause with 60 day advance notice without penalty.  The franchisee may cancel the contract for any reason with 60 days advance notice without penalty.  Under the terms of the contract, Roto-Rooter provides national advertising and consultation on various aspects of operating a Roto-Rooter business along with the right to use Roto-Rooter’s registered trademarks.  The franchisee is responsible for all day- to-day management of the business including staffing decisions, pricing of services provided and local advertising spend and placement. All performance obligations of Roto-Rooter cease at the termination of the arrangement. 

Franchisees pay Roto-Rooter a standard monthly fee based on the population within the franchise territory.  The standard fee is revised on a yearly basis based on changes in the Consumer Price Index for All Urban Consumers.  The primary value for the franchisees under this arrangement is the right to use Roto-Rooter’s registered trademarks.  Roto-Rooter recognizes revenue from franchisees over-time (monthly).  Payment from franchisees is also received on a monthly basis.  The use of Roto-Rooter’s registered trademarks and advertising provides immediate value to the franchisees as a result of Roto-Rooter’s nationally recognized brand.  Therefore, over-time recognition provides the most faithful depiction of the transfer of services as the customer simultaneously receives and consumes the benefits provided. There is no significant variable consideration related to these arrangements.

The composition of disaggregated revenue for the quarter ended September 30, 2018 is as follows (in thousands):

Short-term core service jobs	$	102,346
Water restoration		25,001
Contractor revenue		12,219
Franchise fees		1,593
All other		2,876
Subtotal	$	144,035
Implicit price concessions and credit memos		(1,648)
Net revenue	$	142,387

The composition of disaggregated revenue for the nine months ended September 30, 2018 is as follow (in thousands):

Short-term core service jobs	$	311,518
Water restoration		77,502
Contractor revenue		36,950
Franchise fees		4,758
All other		9,032
Subtotal	$	439,760
Implicit price concessions and credit memos		(5,197)
Net revenue	$	434,563

Initial Adoption of ASC 606

The Company utilized the modified retrospective method of adoption for all contracts.  Except for the changes discussed below, the Company has consistently applied the accounting policies to all periods presented in the consolidated financial statements.  Sales tax collected from customers at Roto-Rooter is excluded from revenue under ASC 606 and prior revenue standards.

For VITAS, expenses related to payor audits and reviews, as well as variable consideration estimated for patient deductibles and coinsurance, have been historically estimated as revenue was recognized and classified as bad debt expense, included in the consolidated statements of income as selling, general and administrative expense.  Upon adoption of ASC 606, these expenses are classified as contra-revenue.  There is no change in the timing of recognition related to the variable consideration.  The amount of these expenses during the three and nine months ended September 30, 2018 was $3.0 million and $8.7 million, respectively.

Also for VITAS, the 5% net expense related to Medicaid room and board has been historically recorded on a net basis in cost of services provided in the consolidated income statements.  Upon adoption of ASC 606, due to the change in the residual value method required by ASC 606, the expense will be classified as a contra-revenue.  The amount of the change in the classification for these expenses during the three and nine months ended September 30, 2018 was $2.6 million and $7.9 million, respectively.  There has been no change in the evaluation of Medicaid room and board related to net versus gross presentation.

Related to Roto-Rooter, expenses related to post-invoice variable consideration in our short-term core portfolio, and adjustments made subsequent to initial estimates related to allowances taken by insurance companies for water restoration, have been classified as a contra-revenue account in the statements of income.  These amounts were previously classified as bad debt expense in SG&A.  The amount of the change in classification for these expenses during the three and nine months ended September 30, 2018 was $1.6 million and $5.2 million, respectively.  The initial estimate related to allowances taken by insurance companies for water restoration services have historically been classified as contra-revenue and did not change as a result of the transition.

There was no material impact on the consolidated balance sheets related to the initial adoption.  There is no impact to consolidated net income as a result of the initial adoption.  As a result of the change in classification in the statements of income, amounts previously included in the provision for uncollectible accounts in the statements of cash flow have been included in the decrease/(increase) in accounts receivable line item in 2018.  The total impact of the change from prior revenue guidance (ASC 605) to guidance adopted on January 1, 2018 related to classification in the statements of income is as follows (in thousands):

	Impact for the three months ended September 30, 2018
	ASC 605		Adjustment		ASC 606
Service revenue and sales	$	451,325	$	(7,174)	$	444,151
Cost of services provided and goods sold		307,881		(2,569)		305,312
Selling, general and administrative expenses		71,782		(4,605)		67,177

	Impact for the nine months ended September 30, 2018
	ASC 605		Adjustment		ASC 606
Service revenue and sales	$	1,346,949	$	(21,809)	$	1,325,140
Cost of services provided and goods sold		923,452		(7,863)		915,589
Selling, general and administrative expenses		218,420		(13,946)		204,474

XML

Segments

9 Months Ended

Sep. 30, 2018

Segments [Abstract]

Segments

3.   Segments

Service revenues and sales by business segment are shown in Footnote 2.   After-tax earnings by business segment are as follows (in thousands):

	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
After-tax Income/(Loss)
VITAS	$	35,921	$	26,454	$	99,720	$	14,797
Roto-Rooter		24,563		16,034		72,799		47,716
Total		60,484		42,488		172,519		62,513
Corporate		(9,235)		(7,051)		(21,303)		(18,888)
Net income	$	51,249	$	35,437	$	151,216	$	43,625

We report corporate administrative expenses and unallocated investing and financing income and expense not directly related to either segment as “Corporate”. 

XML

Earnings/(Loss) Per Share

9 Months Ended

Sep. 30, 2018

Earnings/(Loss) Per Share[Abstract]

Earnings/(Loss) Per Share

4.  Earnings/(Loss) per Share

Earnings per share (“EPS”) are computed using the weighted average number of shares of capital stock outstanding.  Earnings and diluted earnings per share are computed as follows (in thousands, except per share data):

			Net Income
For the Three Months Ended September 30,		Income		Shares	Earnings per Share
2018
	Earnings	$	51,249	16,074	$	3.19
	Dilutive stock options		-	613
	Nonvested stock awards		-	85
	Diluted earnings	$	51,249	16,772	$	3.06
2017
	Loss	$	35,437	15,976	$	2.22
	Dilutive stock options		-	616
	Nonvested stock awards		-	84
	Diluted loss	$	35,437	16,676	$	2.13

			Net Income
For the Nine Months Ended September 30,		Income		Shares	Earnings per Share
2018
	Earnings	$	151,216	16,070	$	9.41
	Dilutive stock options		-	662
	Nonvested stock awards		-	98
	Diluted earnings	$	151,216	16,830	$	8.98
2017
	Earnings	$	43,625	16,068	$	2.72
	Dilutive stock options		-	609
	Nonvested stock awards		-	86
	Diluted earnings	$	43,625	16,763	$	2.60

For the three and nine month periods ended September 30, 2018, there were nostock options excluded in the computation of dilutive earnings per share because they would have been anti-dilutive.

For the three months ended September 30, 2017, no stock options and nonvested stock awards have been excluded in the calculation of dilutive earnings per share as they would be anti-dilutive due to the net loss for the period.

For the nine month period ended September 30, 2017, there were 7,304 stock options excluded in the computation of dilutive earnings per share because they would have been anti-dilutive.

XML

Long-Term Debt And Lines of Credit

9 Months Ended

Sep. 30, 2018

Long-Term Debt And Lines of Credit [Abstract]

Long-Term Debt And Lines of Credit

5.   Long-Term Debt and Lines of Credit

On June 20, 2018, we replaced our existing credit agreement with the Fourth Amended and Restated Credit Agreement (“2018 Credit Agreement”).  Terms of the 2018 Credit Agreement consist of a five-year, $450 million revolving credit facility and a $150 million expansion feature, which may consist of term loans or additional revolving commitments.  The interest rate at the inception of the agreement is LIBOR plus 100 basis points.  The 2018 Credit Agreement has a floating interest rate that is generally LIBOR plus a tiered additional rate which varies based on our current leverage ratio.  The amount outstanding as of September 30, 2018 is $130.0 million.

Debt issuance costs associated with the prior credit agreement were not written off as the lenders and their relative percentages participation in the facility did not change.  With respect to the 2018 Credit Agreement, deferred financing costs were $1.0 million. 

The 2018 Credit Agreement contains the following quarterly financial covenants:

Description	Requirement
Leverage Ratio (Consolidated Indebtedness/Consolidated  Adj. EBITDA)	<  3.50 to 1.00
Fixed Charge Coverage Ratio (Consolidated Free Cash Flow/Consolidated Fixed Charges)	>  1.50 to 1.00

We are in compliance with all debt covenants as of September 30, 2018. We have issued $36.4 million in standby letters of credit as of September 30, 2018 mainly for insurance purposes.  Issued letters of credit reduce our available credit under the 2018 Credit Agreement.  As of September 30, 2018, we have approximately $283.6 million of unused lines of credit available and eligible to be drawn down under our revolving credit facility.

XML

Other Operating (Income)/ Expenses

9 Months Ended

Sep. 30, 2018

Other Operating (Income)/ Expenses [Abstract]

Other Operating (Income)/ Expenses

6.   Other Operating (Income)/Expenses

	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Loss on disposal of fixed assets	$	257	$	-	$	292	$	-
Accrued litigation settlement		-		-		(204)		90,000
Program closure (income)/expenses		-		(371)		-		1,138
Total other operating (income)/expenses	$	257	$	(371)	$	88	$	91,138

In June 2017, we recorded a $90.0 million charge for the settlement of a lawsuit at VITAS.  See Footnote 10 for a detailed description.

XML

Other Income - Net

9 Months Ended

Sep. 30, 2018

Other Income -Net [Abstract]

Other Income - Net

7.   Other Income – Net

Other income -- net comprises the following (in thousands):

	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Market value adjustment on assets held in
deferred compensation trust	$	2,189	$	1,417	$	3,827	$	5,619
Interest income		111		51		529		297
Other - net		-		(145)		-		(477)
Total other income - net	$	2,300	$	1,323	$	4,356	$	5,439

XML

Stock-Based Compensation Plans

9 Months Ended

Sep. 30, 2018

Stock-Based Compensation Plans [Abstract]

Stock-Based Compensation Plans

8.   Stock-Based Compensation Plans

On February 16, 2018, the Compensation/Incentive Committee of the Board of Directors (“CIC”) granted 7,523 Performance Stock Units (“PSUs”) contingent upon the achievement of certain total shareholders return (“TSR”) targets as compared to the TSR of a group of peer companies for the three-year period ending December 31, 2020, the date at which such awards vest.  The cumulative compensation cost of the TSR-based PSU award to be recorded over the three year service period is $2.6 million.

On February 16, 2018, the CIC also granted 7,523 PSUs contingent upon the achievement of certain earnings per share (“EPS”) targets for the three-year period ending December 31, 2020.  At the end of each reporting period, the Company estimates the number of shares that it believes will ultimately be earned and records the corresponding expense over the service period of the award.  We currently estimate the cumulative compensation cost of the EPS-based PSUs to be recorded over the three year service period is $1.9 million.  

XML

Retirement Plans

9 Months Ended

Sep. 30, 2018

Retirement Plans [Abstract]

Retirement Plans

9.   Retirement Plans

All of the Company’s plans that provide retirement and similar benefits are defined contribution plans.  These expenses include the impact of market gains and losses on assets held in deferred compensation plans and are recorded in selling, general and administrative expenses.  Expenses for the Company’s retirement and profit-sharing plans, excess benefit plans and other similar plans are as follows (in thousands):

Three months ended September 30,				Nine months ended September 30,
2018		2017		2018		2017
$	5,463	$	4,427	$	15,436	$	15,136

XML

Legal And Regulatory Matters

9 Months Ended

Sep. 30, 2018

Legal And Regulatory Matters [Abstract]

Legal And Regulatory Matters

10.  Legal and Regulatory Matters

The VITAS segment of the Company’s business operates in a heavily-regulated industry.  As a result, the Company is subjected to inquiries and investigations by various government agencies, as well as to lawsuits, including qui tam actions.  The following sections describe the various ongoing material lawsuits and investigations of which the Company is currently aware.  It is not possible at this time for us to estimate either the timing or outcome of any of those matters, or whether any potential loss, or range of potential losses, is probable or reasonably estimable.

Regulatory Matters and Litigation

The Company and certain current and former directors and officers are defendants in a case captioned In re Chemed Corp. Shareholder Derivative Litigation, No. 13 Civ. 1854 (LPS) (CJB) (D. Del.), which was consolidated on February 2, 2015.

On February 2, 2015, the Court appointed KBC Asset Management NV the sole lead plaintiff and its counsel, the sole lead and liaison counsel.  On March 3, 2015, Lead Plaintiff KBC designated its Complaint as the operative complaint in the consolidated proceedings and defendants renewed a previously filed motion to dismiss those claims and allegations.  The consolidated Complaint named fourteen individual defendants, together with the Company as nominal defendant.  The Complaint alleges a claim for breach of fiduciary duty against the individual defendants for allegedly permitting the Company to submit false claims to the U.S. government.  The Complaint seeks (a) a declaration that the individual defendants breached their fiduciary duties to the Company; (b) an order requiring those defendants to pay compensatory damages, restitution and exemplary damages, in unspecified amounts, to the Company; (c) an order directing the Company to implement new policies and procedures; and (d) costs and disbursements incurred in bringing the action, including attorneys’ fees.  On May 12, 2016, the Court issued a Memorandum Order granting Chemed’s motion to dismiss, and dismissing Lead Plaintiff KBC’s Complaint without prejudice to KBC’s opportunity to file within 30 days of the date of the Court’s Order (i.e., by June 13, 2016) an amended Complaint addressing the deficiencies in its duty of loyalty claim.  Lead Plaintiff KBC did not file an amended Complaint within the time specified by the Court.

However, on June 13, 2016, counsel for Chemed shareholder Michael Kvint filed a letter with the Court requesting a two-week extension to file a motion to substitute Mr. Kvint as lead plaintiff, in place of Lead Plaintiff KBC and to file an amended Complaint.  Alternatively, counsel for Mr. Kvint requested that any dismissal of the action be with prejudice to KBC only.  On June 14, 2016, Chemed filed a reply letter with the Court, reserving its rights to oppose any motion filed by Mr. Kvint and, if warranted, to oppose any other actions taken by Mr. Kvint to proceed with the action (including by filing an untimely amended Complaint).  On June 21, 2016, the Court entered an Oral Order providing Mr. Kvint until June 30, 2016 to file a Motion to Substitute and Motion for Leave to File an Amended Complaint.  On that date, Mr. Kvint filed, under seal, a Motion to Substitute Plaintiff and File Amended Complaint, and attached a Proposed Amended Complaint.  Mr. Kvint’s motion was fully briefed by the parties.  On April 25, 2017, Magistrate Judge Burke issued a Report and Recommendation recommending that the Court permit Mr. Kvint to intervene as Lead Plaintiff and grant leave to amend the complaint to replead the duty of loyalty claim only.  On May 16, 2017, Chief Judge Stark signed an Order adopting that Report and Recommendation.  Plaintiff Kvint filed a Corrected Amended Complaint on May 30, 2017.  On September 13, 2017, the Court entered an order dismissing with prejudice the claims against defendants Timothy S. O’Toole and Joel F. Gemunder and permitting Defendants to file a Motion to Dismiss the Corrected Amended Complaint. The matter has been fully briefed and argued.  As the Company has previously disclosed, the legal fees and costs associated with defending against this lawsuit are presently being paid by insurance.  For additional procedural history of this litigation, please refer to our prior quarterly and annual filings.

On October 30, 2017, the Company entered into a settlement agreement (the “Settlement Agreement”) to resolve civil litigation under the False Claims Act brought by the United States Department of Justice (“DOJ”) on behalf of the OIG and various relators concerning VITAS, filed in the U.S. District Court of the Western District of Missouri (the “2013 Action”).  The Company denied any violation of law and agreed to settlement without admission of wrongdoing.

In connection with the settlement VITAS and certain of its subsidiaries entered into a corporate integrity agreement (“CIA”) on October 30, 2017.  The CIA formalizes various aspects of VITAS’ already existing Compliance Program and contains requirements designed to document compliance with federal healthcare program requirements.  It has a term of five years during which it imposes monitoring, reporting, certification, oversight, screening and training obligations, certain of which had previously been implemented by VITAS.  It also requires VITAS to engage an Independent Review Organization to perform audit and review functions and to prepare reports regarding compliance with federal healthcare programs.  In the event of breach of the CIA, VITAS could become liable for payment of stipulated penalties or could be excluded from participation in federal healthcare programs.

Under the Settlement Agreement, the United States agreed to release the Company, VITAS, and its hospice operation subsidiaries from any civil or administrative monetary liability relating to any patients’ disputed terminal medical prognosis of six months or less; a lack of medical necessity for billed Continuous Home Care, General Inpatient Care, or Respite Care levels of hospice care; or that the claims for those levels of hospice care were not eligible for payment for any other reason.  The OIG agreed, conditioned on the Company’s full payment and in consideration of VITAS’ obligations under the CIA, to release its permissive exclusion rights and refrain from instituting any administrative action seeking to exclude the Company, VITAS, and its affiliates from participating in Medicare, Medicaid, or other federal healthcare programs in this regard.

The costs incurred related to U.S. v. VITAS and related regulatory matters were $935,000 and $5.2 million for the quarter and year to date September 30, 2017, respectively.  No significant costs were incurred during the quarter and nine months ended September 30, 2018, respectively.

Jordan Seper (“Seper”), a Registered Nurse at VITAS’ Inland Empire program from May 12, 2014 to March 21, 2015, filed a lawsuit in San Francisco Superior Court on September 26, 2016.  She alleged VITAS Healthcare Corp of CA (“VITAS CA”) (1) failed to provide minimum wage for all hours worked; (2) failed to provide overtime for all hours worked; (3) failed to provide a second meal period; (4) failed to provide rest breaks; (5) failed to indemnify for necessary expenditures; (6) failed to timely pay wages due at time of separation; and (7) engaged in unfair business practices.  Seper seeks a state-wide class action of current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of the lawsuit.  She seeks court determination that this action may be maintained as a class action for the entire California class and subclasses, designation as class representative, declaratory relief, injunctive relief, damages (including wages for regular or overtime hours allegedly worked but not paid, premium payments for missed meal or rest periods, and unreimbursed expenses), all applicable penalties associated with each claim, pre and post-judgment interest, and attorneys’ fees and costs.  Seper served VITAS CA with the lawsuit, Jordan A. Seper on behalf of herself and others similarly situated v. VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corp of CA, a business entity unknown; and DOES 1 to 100, inclusive; Los Angeles Superior Court Case Number BC 642857 on October 13, 2016 (“Jordan Seper case”).

On November 14, 2016, the Parties filed a Stipulation to transfer the venue of the lawsuit from San Francisco to Los Angeles.  The Los Angeles Superior Court Complex Division accepted transfer of the case on December 6, 2016 and stayed the case.  On December 16, 2016, VITAS CA filed its Answer and served written discovery on Seper.

Jiwann Chhina (“Chhina”), hired by VITAS as a Home Health Aide on February 5, 2002, is currently a Licensed Vocational Nurse for VITAS’ San Diego program.  On September 27, 2016, Chhina filed a lawsuit in San Diego Superior Court, alleging (1) failure to pay minimum wage for all hours worked; (2) failure to provide overtime for all hours worked; (3) failure to pay wages for all hours at the regular rate; (4) failure to provide meal periods; (5) failure to provide rest breaks; (6) failure to provide complete and accurate wage statements; (7) failure to pay for all reimbursement expenses; (8) unfair business practices; and (9) violation of the California Private Attorneys General Act.  Chhina seeks to pursue these claims in the form of a state-wide class action of current and former non-exempt employees employed with VITAS in California within the four years preceding the filing of the lawsuit.  He seeks court determination that this action may be maintained as a class action for the entire California class and subclasses, designation as class representative, declaratory relief, injunctive relief, damages (including wages for regular or overtime hours allegedly worked but not paid, premium payments for missed meal or rest period, and unreimbursed expenses), all applicable penalties associated with each claim, pre-judgment interest, and attorneys’ fees and costs.  Chhina served VITAS CA with the lawsuit, Jiwan Chhina v. VITAS Health Services of California, Inc., a California corporation; VITAS Healthcare Corporation of California, a Delaware corporation; VITAS Healthcare Corporation of California, a Delaware corporation dba VITAS Healthcare Inc.; and DOES 1 to 100, inclusive; San Diego Superior Court Case Number 37-2015-00033978-CU-OE-CTL on November 3, 2016 (“Jiwann Chhina case”).  On December 1, 2016, VITAS CA filed its Answer and served written discovery on Chhina.

On May 19, 2017, Chere Phillips (a Home Health Aide in Sacramento) and Lady Moore (a former Social Worker in Sacramento) filed a lawsuit against VITAS CA in Sacramento County Superior Court, alleging claims for (1) failure to pay all wages due; (2) failure to authorize and permit rest periods; (3) failure to provide off-duty meal periods; (4) failure to furnish accurate wage statements; (5) unreimbursed business expenses; (6) waiting time penalties; (7) violations of unfair competition law; and (8) violation of the Private Attorneys General Act.  The case is captioned: Chere Phillips and Lady Moore v. VITAS Healthcare Corporation of California, Sacramento County Superior Court, Case No. 34-2017-0021-2755.  Plaintiffs sought to pursue these claims in the form of a state-wide class action of current and former non-exempt employees employed with VITAS CA in California within the four years preceding the filing of the lawsuit.  Plaintiffs served VITAS with the lawsuit on June 5, 2017.  VITAS CA timely answered the Complaint generally denying the Plaintiffs’ allegations.  The Court has stayed all class discovery in this case pending resolution of mediation in the Jordan Seper and Jiwann Chhina cases.

There are currently three other lawsuits against VITAS pending in the superior courts of other California counties that contain claims and class periods that substantially overlap with Phillips’ and Moore’s claims: the Jordan Seper and Jiwann Chhina cases, and Williams v. VITAS Healthcare Corporation of California, filed on May 22, 2017 in Alameda County Superior Court, RG 17853886.

Jazzina Williams’ (a Home Health Aide in Sacramento) lawsuit alleges claims for (1) failure to pay all wages due; (2) failure to authorize and permit rest periods; (3) failure to provide off-duty meal periods; (4) failure to furnish accurate wage statements; (5) unreimbursed business expenses; (6) waiting time penalties; and (7) violations of the Private Attorneys General Act.  Williams seeks to pursue these claims in the form of a state-wide class action of current and former non-exempt employees.  Plaintiff served VITAS with the lawsuit on May 31, 2017.  VITAS CA timely answered the Complaint generally denying Plaintiff’s allegations.  Williams is pursing discovery of her individual claim and has agreed to a stay of class discovery pending mediation in the Jordan Seper and Jiwann Chhina cases.  Defendant filed and served each of Plaintiffs Williams, Phillips, and Moore with a Notice of Related Cases on July 19, 2017.

The Jordan Seper and Jiwann Chhina cases have been consolidated in Los Angeles County Superior court; Chhina was dismissed as a separate action and joined with Seper through the filing of an amended complaint in Seper in which Chhina is also identified as a named plaintiff, on August 28, 2018.

The Company is not able to reasonably estimate the probability of loss or range of loss for any of these lawsuits at this time.

The Company intends to defend vigorously against the allegations in each of the above lawsuits.  Regardless of the outcome of any of the preceding matters, dealing with the various regulatory agencies and opposing parties can adversely affect us through defense costs, potential payments, diversion of management time, and related publicity.  Although the Company intends to defend them vigorously, there can be no assurance that those suits will not have a material adverse effect on the Company.

XML

Concentration Of Risk

9 Months Ended

Sep. 30, 2018

Concentration Of Risk [Abstract]

Concentration Of Risk

11.   Concentration of Risk

During the quarter VITAS had pharmacy services agreements withone service provider to provide specified pharmacy services for VITAS and its hospice patients.  VITAS made purchases from this provider of $8.0 and $7.4 million for the three months ended September 30, 2018 and 2017, respectively.  VITAS made purchases from this provider of $24.1 and $24.8 million for the nine months ended September 30, 2018 and 2017, respectively.  Purchases from this provider represent more than 90% of all pharmacy services used by VITAS during each period presented.

XML

Cash Overdrafts And Cash Equivalents

9 Months Ended

Sep. 30, 2018

Cash Overdrafts And Cash Equivalents [Abstract]

Cash Overdrafts And Cash Equivalents

12.   Cash Overdrafts and Cash Equivalents

There were no cash overdrafts payable included in accounts payable at September 30, 2018 (December 31, 2017 - $15.3 million).

From time to time throughout the year, we invest excess cash in money market funds with major commercial banks. We closely monitor the creditworthiness of the institutions with which we invest our overnight funds.  The amount invested was not material for each balance sheet date presented.

XML

Financial Instruments

9 Months Ended

Sep. 30, 2018

Financial Instruments [Abstract]

Financial Instruments

13.   Financial Instruments

FASB’s authoritative guidance on fair value measurements defines a hierarchy which prioritizes the inputs in fair value measurements.  Level 1 measurements are measurements using quoted prices in active markets for identical assets or liabilities.  Level 2 measurements use significant other observable inputs.  Level 3 measurements are measurements using significant unobservable inputs which require a company to develop its own assumptions.  In recording the fair value of assets and liabilities, companies must use the most reliable measurement available

The following shows the carrying value, fair value and the hierarchy for our financial instruments as of          

September 30, 2018 (in thousands):

				Fair Value Measure
		Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Mutual fund investments of deferred
compensation plans held in trust	$	70,237	$	70,237	$	-	$	-
Total debt		130,000		-		130,000		-

The following shows the carrying value, fair value and the hierarchy for our financial instruments as of             December 31, 2017 (in thousands):

				Fair Value Measure
		Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Mutual fund investments of deferred
compensation plans held in trust	$	62,067	$	62,067	$	-	$	-
Total debt		101,200		-		101,200		-

For cash and cash equivalents, accounts receivable and accounts payable, the carrying amount is a reasonable estimate of fair value because of the liquidity and short-term nature of these instruments.  As further described in Footnote 5, our outstanding long-term debt and current portion of long-term debt have floating interest rates that are reset at short-term intervals, generally 30 or 60 days.  The interest rate we pay also includes an additional amount based on our current leverage ratio.  As such, we believe our borrowings reflect significant nonperformance risks, mainly credit risk.  Based on these factors, we believe the fair value of our long-term debt and current portion of long-term debt approximate the carrying value.

XML

Capital Stock Repurchase Plan Transactions

9 Months Ended

Sep. 30, 2018

Capital Stock Repurchase Plan Transactions [Abstract]

Capital Stock Repurchase Plan Transactions

14.   Capital Stock Repurchase Plan Transactions

We repurchased the following capital stock for the three and nine months ended September 30, 2018 and 2017:

	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Total cost of repurchased shares (in thousands)	$	37,672	$	9,576	$	121,976	$	94,640
Shares repurchased		120,622		50,000		430,622		500,000
Weighted average price per share	$	312.31	$	191.52	$	283.26	$	189.28

In March 2018, the Board of Directors authorized an additional $150.0 million for stock repurchase under Chemed’s existing share repurchase program. We currently have $83.6million of authorization remaining under this share repurchase plan.

XML

Recent Accounting Standards

9 Months Ended

Sep. 30, 2018

Recent Accounting Standards [Abstract]

Recent Accounting Standards

15.   Recent Accounting Standards

In February 2016, the FASB issued Accounting Standards Update “ASU No. 2016-02 – Leases” which introduces a lessee model that brings most leases on to the balance sheets and updates lessor accounting to align with changes in the lessee model and the revenue recognition standard.   The guidance is effective for fiscal years beginning after December 15, 2018.  We anticipate a modified retrospective adoption of the ASU and we are in the process of evaluating practical expediency options for adoption.  We have identified and contracted with a software vendor for the technology to support compliance with the ASU.  We currently have all real estate and equipment leases identified and populated into the software. We are in the process of completing our testing our contracts for any potential imbedded leases.   We have implemented controls over the implementation and are also in the process of developing controls once the new standard takes effect.  Based on the provisions of the ASU, we anticipate a material increase in both assets and liabilities when our current operating lease contracts are recorded on the balance sheets.  We do not yet have a dollar estimate of the impact.  We do not anticipate a material impact to overall net income or cash flows.

In January 2017, the FASB issued Accounting Standards Update “ASU No. 2017-4 – Intangibles – Goodwill and Other”.  To simplify the subsequent measurement of goodwill, the FASB eliminated Step 2 from the goodwill impairment test.  The guidance in the ASU is effective for the Company in fiscal years beginning after December 15, 2019.  Early adoption is permitted.  We anticipate adoption of this standard will have no impact on our consolidated financial statements.

In June 2018, the FASB issued Accounting Standards Update “ASU No. 2018-07 – Compensation – Stock Compensation”.  The ASU expands the scope of current guidance to include all share-based payment arrangements related to the acquisition of goods and services from both non-employees and employees.  The guidance in the ASU is effective for the Company in all fiscal years beginning after December 15, 2018.  We are currently evaluating the impact of this standard on our consolidated financial statements, if any.

XML

Acquisitions

9 Months Ended

Sep. 30, 2018

Acquisitions [Abstract]

Acquisitions

16.   Acquisitions

On September 26, 2018, VITAS completed the acquisition of Hospice of Citrus and the Nature Coast for $11.0 million in cash.  This acquisition expands VITAS’ services to an additional 12 counties within the state of Florida. A substantial portion of the aggregate purchase price was allocated to goodwill as shown below.  The purchase price allocation related to this acquisition is preliminary and is anticipated to be finalized in the fourth quarter.  The operating results of this business combination have been included in our results of operations since the acquisition date and are not material for the quarter or nine months ended September 30, 2018.  If this acquisition had been completed on January 1, 2017, the acquisition would have added revenue of $3.3 million and $4.2 million, respectively to the quarters ended September 30, 2018 and 2017.  For the nine months ended September 30, 2018 and 2017, respectively, the acquisition would have added revenue of $10.0 million and $12.6 million.

During the first nine months of 2018, we completed two business combination within our Roto-Rooter segment for $1.9 million in cash.  A substantial portion of the aggregate purchase price was allocated to goodwill as shown below.  The operating results of this business combination have been included in our results of operations since the acquisition date and are not material for the quarter or nine months ended September 30, 2018 or for the comparable prior year period.

Shown below is movement in Goodwill (in thousands):

	VITAS		Roto-Rooter		Total
Balance at December 31, 2017	$	328,301	$	148,586	$	476,887
Business combinations		5,030		1,404		6,434
Foreign currency adjustments		-		(40)		(40)
Balance at September 30, 2018	$	333,331	$	149,950	$	483,281

XML

Subsequent Events

9 Months Ended

Sep. 30, 2018

Subsequent Events [Abstract]

Subsequent Events

17.   Subsequent Events

On October 1, 2018, Roto-Rooter acquired five formerly independent franchises covering several areas of Northern California for $38.4 million.  The territories covered by the franchises encompass all or parts of six counties, including Contra Costa, Santa Clara, Solano, Napa, Sonoma and San Benito, with a combined population of approximately four million people.  We are in the process of determining the purchase price allocation for this acquisition in the fourth quarter.

XML

Revenue Recognition (Tables)

9 Months Ended

Sep. 30, 2018

Revenue Recognition [Abstract]

Schedule of Patient Care Service Revenue

	Medicare		Medicaid		Commercial		Total
Routine home care	$	239,590	$	11,984	$	5,560	$	257,134
Continuous care		27,391		1,539		1,455		30,385
Inpatient care		16,287		1,998		1,332		19,617
	$	283,268	$	15,521	$	8,347	$	307,136
All other revenue - self-pay, respite care, etc.								2,104
Subtotal							$	309,240
Medicare cap adjustment								(1,950)
Implicit price concessions								(2,957)
Room and board, net								(2,569)
Net revenue							$	301,764

The composition of patient care service revenue by payor and level of care for the nine months ended September 30, 2018 is as follows (in thousands):

	Medicare		Medicaid		Commercial		Total
Routine home care	$	696,248	$	35,283	$	17,015	$	748,546
Continuous care		82,604		4,570		4,490		91,664
Inpatient care		52,174		5,899		3,730		61,803
	$	831,026	$	45,752	$	25,235	$	902,013
All other revenue - self-pay, respite care, etc.								5,844
Subtotal							$	907,857
Medicare cap adjustment								(668)
Implicit price concessions								(8,749)
Room and board, net								(7,863)
Net revenue							$	890,577

Schedule of Disaggregated Revenue

Short-term core service jobs	$	102,346
Water restoration		25,001
Contractor revenue		12,219
Franchise fees		1,593
All other		2,876
Subtotal	$	144,035
Implicit price concessions and credit memos		(1,648)
Net revenue	$	142,387

The composition of disaggregated revenue for the nine months ended September 30, 2018 is as follow (in thousands):

Short-term core service jobs	$	311,518
Water restoration		77,502
Contractor revenue		36,950
Franchise fees		4,758
All other		9,032
Subtotal	$	439,760
Implicit price concessions and credit memos		(5,197)
Net revenue	$	434,563

Change to Prior Revenue Guidance Related to Classification in The Statements of Income

	Impact for the three months ended September 30, 2018
	ASC 605		Adjustment		ASC 606
Service revenue and sales	$	451,325	$	(7,174)	$	444,151
Cost of services provided and goods sold		307,881		(2,569)		305,312
Selling, general and administrative expenses		71,782		(4,605)		67,177

	Impact for the nine months ended September 30, 2018
	ASC 605		Adjustment		ASC 606
Service revenue and sales	$	1,346,949	$	(21,809)	$	1,325,140
Cost of services provided and goods sold		923,452		(7,863)		915,589
Selling, general and administrative expenses		218,420		(13,946)		204,474

XML

Segments (Tables)

9 Months Ended

Sep. 30, 2018

Segments [Abstract]

Service Revenues And Sales And After-Tax Earnings By Business Segment

	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
After-tax Income/(Loss)
VITAS	$	35,921	$	26,454	$	99,720	$	14,797
Roto-Rooter		24,563		16,034		72,799		47,716
Total		60,484		42,488		172,519		62,513
Corporate		(9,235)		(7,051)		(21,303)		(18,888)
Net income	$	51,249	$	35,437	$	151,216	$	43,625

XML

Earnings/(Loss) Per Share (Tables)

9 Months Ended

Sep. 30, 2018

Earnings/(Loss) Per Share[Abstract]

Schedule Of Computation Of Earnings Per Share

			Net Income
For the Three Months Ended September 30,		Income		Shares	Earnings per Share
2018
	Earnings	$	51,249	16,074	$	3.19
	Dilutive stock options		-	613
	Nonvested stock awards		-	85
	Diluted earnings	$	51,249	16,772	$	3.06
2017
	Loss	$	35,437	15,976	$	2.22
	Dilutive stock options		-	616
	Nonvested stock awards		-	84
	Diluted loss	$	35,437	16,676	$	2.13

			Net Income
For the Nine Months Ended September 30,		Income		Shares	Earnings per Share
2018
	Earnings	$	151,216	16,070	$	9.41
	Dilutive stock options		-	662
	Nonvested stock awards		-	98
	Diluted earnings	$	151,216	16,830	$	8.98
2017
	Earnings	$	43,625	16,068	$	2.72
	Dilutive stock options		-	609
	Nonvested stock awards		-	86
	Diluted earnings	$	43,625	16,763	$	2.60

XML

Long-Term Debt And Lines of Credit (Tables)

9 Months Ended

Sep. 30, 2018

Long-Term Debt And Lines of Credit [Abstract]

Financial Debt Covenants

Description	Requirement
Leverage Ratio (Consolidated Indebtedness/Consolidated  Adj. EBITDA)	<  3.50 to 1.00
Fixed Charge Coverage Ratio (Consolidated Free Cash Flow/Consolidated Fixed Charges)	>  1.50 to 1.00

XML

Other Operating (Income)/ Expenses (Tables)

9 Months Ended

Sep. 30, 2018

Other Operating (Income)/ Expenses [Abstract]

Schedule Of Other Operating (Income)/ Expenses

	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Loss on disposal of fixed assets	$	257	$	-	$	292	$	-
Accrued litigation settlement		-		-		(204)		90,000
Program closure (income)/expenses		-		(371)		-		1,138
Total other operating (income)/expenses	$	257	$	(371)	$	88	$	91,138

XML

Other Income - Net (Tables)

9 Months Ended

Sep. 30, 2018

Other Income -Net [Abstract]

Schedule of Other Income -Net

	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Market value adjustment on assets held in
deferred compensation trust	$	2,189	$	1,417	$	3,827	$	5,619
Interest income		111		51		529		297
Other - net		-		(145)		-		(477)
Total other income - net	$	2,300	$	1,323	$	4,356	$	5,439

XML

Retirement Plans (Tables)

9 Months Ended

Sep. 30, 2018

Retirement Plans [Abstract]

Schedule Of Expenses For Retirement, Profit-Sharing Plans, Excess Benefit Plans And Other Similar Plans

Three months ended September 30,				Nine months ended September 30,
2018		2017		2018		2017
$	5,463	$	4,427	$	15,436	$	15,136

XML

Financial Instruments (Tables)

9 Months Ended

Sep. 30, 2018

Financial Instruments [Abstract]

Carrying Value, Fair Value And Hierarchy Of Financial Instruments

				Fair Value Measure
		Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Mutual fund investments of deferred
compensation plans held in trust	$	70,237	$	70,237	$	-	$	-
Total debt		130,000		-		130,000		-

The following shows the carrying value, fair value and the hierarchy for our financial instruments as of             December 31, 2017 (in thousands):

				Fair Value Measure
		Carrying Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Mutual fund investments of deferred
compensation plans held in trust	$	62,067	$	62,067	$	-	$	-
Total debt		101,200		-		101,200		-

XML

Capital Stock Repurchase Plan Transactions (Tables)

9 Months Ended

Sep. 30, 2018

Capital Stock Repurchase Plan Transactions [Abstract]

Schedule Of Capital Stock Repurchases

	Three months ended September 30,				Nine months ended September 30,
	2018		2017		2018		2017
Total cost of repurchased shares (in thousands)	$	37,672	$	9,576	$	121,976	$	94,640
Shares repurchased		120,622		50,000		430,622		500,000
Weighted average price per share	$	312.31	$	191.52	$	283.26	$	189.28

XML

Acquisitions (Tables)

9 Months Ended

Sep. 30, 2018

Acquisitions [Abstract]

Schedule of movement in Goodwill

	VITAS		Roto-Rooter		Total
Balance at December 31, 2017	$	328,301	$	148,586	$	476,887
Business combinations		5,030		1,404		6,434
Foreign currency adjustments		-		(40)		(40)
Balance at September 30, 2018	$	333,331	$	149,950	$	483,281

XML

Basis Of Presentation (Narrative) (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Basis Of Presentation [Abstract]
Effective tax rate	18.60%	34.70%	14.50%	25.80%
Excess tax benefit on stock options reduced income tax expense	$ 3.1	$ 1.8	$ 18.6	$ 8.1
Period to complete implementation			1 year
Capitalized property and equipment	$ 2.5		$ 2.5		$ 2.7

XML

Revenue Recognition (Narrative) (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	Dec. 31, 2013
Revenue Recognition [line items]
Reclassification of expenses	$ 67,177,000	$ 66,919,000	$ 204,474,000	$ 205,031,000
Reclassification of expenses	305,312,000	288,047,000	$ 915,589,000	859,039,000
Segment Roto-Rooter [Member]
Revenue Recognition [line items]
Credit payment terms			30 days
Duration of advance notice of cancelation without penalty for both parties			90 days
Term of contract			10 years
Duration of advance notice of cancelation without penatly			60 days
Segment Roto-Rooter [Member] | Adoption of ASC 606 [Member]
Revenue Recognition [line items]
Reclassification of expenses	1,600,000		$ 5,200,000
Segment Roto-Rooter [Member] | Maximum [Member]
Revenue Recognition [line items]
Duration of services provided			5 days
Segment Roto-Rooter [Member] | Minimum [Member]
Revenue Recognition [line items]
Duration of services provided			3 days
Segment VITAS [Member]
Revenue Recognition [line items]
Period of tier one care rate			60 days
Period of tier two care rate			61 days
Period of services provided after discharge			12 months
Perid of Service Intensity Add-on payment			7 days
Reimbursement period per day			4 hours
Reimbursement increments			15 minutes
Minimum amount of care per 24-hr period			8 hours
Charity care cost	2,000,000	$ 1,900,000	$ 6,200,000	$ 5,600,000
Inpatient Cap percentage Max			20.00%
Percentage of automatic budget reductions						2.00%
Medicare cap adjustment	(1,950,000)		$ (668,000)		$ 181,000
Percentage of medicaid reimbursement			95.00%
Percentage of expenses			5.00%
Net pretax expense/(income) from medicare cap liability	2,000,000		$ 487,000
Reclassification of expenses	2,569,000		7,863,000
Segment VITAS [Member] | Adoption of ASC 606 [Member]
Revenue Recognition [line items]
Reclassification of expenses	3,000,000		8,700,000
Reclassification of expenses	2,600,000		7,900,000
Segment VITAS [Member] | Three Program Projected Measurement Period Liability [Member]
Revenue Recognition [line items]
Unbilled Revenue	$ 3,200,000		$ 3,200,000

XML

Revenue Recognition (Schedule of Patient Care Service Revenue) (Details) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Room and board, net	$ (305,312,000)	$ (288,047,000)	$ (915,589,000)	$ (859,039,000)
Net revenue	444,151,000	$ 417,444,000	1,325,140,000	$ 1,238,367,000
Segment VITAS [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	309,240,000		907,857,000
Medicare cap adjustment	(1,950,000)		(668,000)		$ 181,000
Implicit price concessions	(2,957,000)		(8,749,000)
Room and board, net	(2,569,000)		(7,863,000)
Net revenue	301,764,000		890,577,000
Segment VITAS [Member] | Routine Home Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	257,134,000		748,546,000
Segment VITAS [Member] | Continuous Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	30,385,000		91,664,000
Segment VITAS [Member] | Inpatient Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	19,617,000		61,803,000
Segment VITAS [Member] | Care Services Total [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	307,136,000		902,013,000
Segment VITAS [Member] | All Other Revenue- Self-pay, Respite Care, Etc. [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	2,104,000		5,844,000
Segment VITAS [Member] | Medicare [Member] | Routine Home Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	239,590,000		696,248,000
Segment VITAS [Member] | Medicare [Member] | Continuous Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	27,391,000		82,604,000
Segment VITAS [Member] | Medicare [Member] | Inpatient Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	16,287,000		52,174,000
Segment VITAS [Member] | Medicare [Member] | Care Services Total [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	283,268,000		831,026,000
Segment VITAS [Member] | Medicaid [Member] | Routine Home Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	11,984,000		35,283,000
Segment VITAS [Member] | Medicaid [Member] | Continuous Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	1,539,000		4,570,000
Segment VITAS [Member] | Medicaid [Member] | Inpatient Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	1,998,000		5,899,000
Segment VITAS [Member] | Medicaid [Member] | Care Services Total [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	15,521,000		45,752,000
Segment VITAS [Member] | Commercial [Member] | Routine Home Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	5,560,000		17,015,000
Segment VITAS [Member] | Commercial [Member] | Continuous Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	1,455,000		4,490,000
Segment VITAS [Member] | Commercial [Member] | Inpatient Care [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	1,332,000		3,730,000
Segment VITAS [Member] | Commercial [Member] | Care Services Total [Member]
Revenue Recognition, Multiple-deliverable Arrangements [Line Items]
Care service revenue	$ 8,347,000		$ 25,235,000

XML

Revenue Recognition (Schedule of Disaggregated Revenue) (Details) - Segment Roto-Rooter [Member] - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2018	Sep. 30, 2018
Disaggregated revenues	$ 144,035	$ 439,760
Net disaggregated revenues	142,387	434,563
Short-Term Core Service Jobs [Member]
Disaggregated revenues	102,346	311,518
Water Restoration [Member]
Disaggregated revenues	25,001	77,502
Contractor Revenue [Member]
Disaggregated revenues	12,219	36,950
Franchise Fees [Member]
Disaggregated revenues	1,593	4,758
All Other [Member]
Disaggregated revenues	2,876	9,032
Implicit Price Concessions And Credit Memos [Member]
Net disaggregated revenues	$ (1,648)	$ (5,197)

XML

Revenue Recognition (Change to Prior Revenue Guidance Related to Classification in The Statements of Income) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Service revenue and sales	$ 444,151	$ 417,444	$ 1,325,140	$ 1,238,367
Cost of services provided and goods sold	305,312	288,047	915,589	859,039
Selling, general and administrative expenses	67,177	$ 66,919	204,474	$ 205,031
ASC 605 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Service revenue and sales	451,325		1,346,949
Cost of services provided and goods sold	307,881		923,452
Selling, general and administrative expenses	71,782		218,420
Adjustment [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Service revenue and sales	(7,174)		(21,809)
Cost of services provided and goods sold	(2,569)		(7,863)
Selling, general and administrative expenses	(4,605)		(13,946)
ASC 606 [Member]
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Service revenue and sales	444,151		1,325,140
Cost of services provided and goods sold	305,312		915,589
Selling, general and administrative expenses	$ 67,177		$ 204,474

XML

Segments (Service Revenues And Sales And After-Tax Earnings By Business Segment) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Segment Reporting Information [Line Items]
After-tax Income/(Loss)	$ 51,249	$ 35,437	$ 151,216	$ 43,625
Operating Segments [Member]
Segment Reporting Information [Line Items]
After-tax Income/(Loss)	60,484	42,488	172,519	62,513
Segment VITAS [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
After-tax Income/(Loss)	35,921	26,454	99,720	14,797
Segment Roto-Rooter [Member] | Operating Segments [Member]
Segment Reporting Information [Line Items]
After-tax Income/(Loss)	24,563	16,034	72,799	47,716
Corporate Segment [Member]
Segment Reporting Information [Line Items]
After-tax Income/(Loss)	$ (9,235)	$ (7,051)	$ (21,303)	$ (18,888)

XML

Earnings/(Loss) Per Share (Narrative) (Details) - shares	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Earnings/(Loss) Per Share[Abstract]
Excluded stock options	0	0	0	7,304

XML

Earnings/(Loss) Per Share (Schedule Of Computation Of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Earnings/(Loss) Per Share[Abstract]
Earnings (Loss), Income	$ 51,249	$ 35,437	$ 151,216	$ 43,625
Diluted Earnings (Loss), Income	$ 51,249	$ 35,437	$ 151,216	$ 43,625
Earnings (Loss), Shares	16,074	15,976	16,070	16,068
Dilutive stock options, Shares	613	616	662	609
Nonvested stock awards, Shares	85	84	98	86
Diluted Earnings, Shares	16,772	16,676	16,830	16,763
Earnings per Share, Earnings	$ 3.19	$ 2.22	$ 9.41	$ 2.72
Earnings per Share, Diluted earnings	$ 3.06	$ 2.13	$ 8.98	$ 2.60

XML

Long-Term Debt And Lines of Credit (Narrative) (Details) - USD ($)	9 Months Ended
	Sep. 30, 2018	Jun. 20, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Long-term debt	$ 130,000,000		$ 91,200,000
Standby letters of credit issued	$ 36,400,000
2018 Credit Agreement [Member]
Debt Instrument [Line Items]
Revolving credit facility period, years	5 years
2018 Credit Agreement [Member] | Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Face amount of debt		$ 450,000,000
Unused lines of credit	$ 283,600,000
Deferred financing costs	$ 1,000,000
2018 Credit Agreement [Member] | Revolving Credit Facility [Member] | LIBOR [Member]
Debt Instrument [Line Items]
Basis spread on variable interest rate	1.00%
2018 Credit Agreement [Member] | Expansion Feature [Member]
Debt Instrument [Line Items]
Face amount of debt		$ 150,000,000

XML

Long-Term Debt And Lines of Credit (Financial Debt Covenants) (Details)	9 Months Ended
	Sep. 30, 2018
Minimum [Member]
Debt Instrument [Line Items]
Leverage Ratio (Consolidated Indebtedness/Consolidated Adj. EBITDA), Requirement	1.00
Fixed Charge Coverage Ratio (Consolidated Free Cash Flow/Consolidated Fixed Charges), Requirement	1.00
Maximum [Member]
Debt Instrument [Line Items]
Leverage Ratio (Consolidated Indebtedness/Consolidated Adj. EBITDA), Requirement	3.50
Fixed Charge Coverage Ratio (Consolidated Free Cash Flow/Consolidated Fixed Charges), Requirement	1.50

XML

Other Operating (Income)/ Expenses (Schedule Of Other Operating (Income)/ Expenses) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Total other operating (income)/expenses	$ 257	$ (371)	$ 88	$ 91,138
Litigation settlement				90,000
Loss On Disposal Of Fixed Assets [Member]
Total other operating (income)/expenses	$ 257		292
Accrued Litigation Settlement [Member]
Total other operating (income)/expenses			$ (204)	90,000
Program Closure (Income)/Expenses [Member]
Total other operating (income)/expenses		$ (371)		$ 1,138

XML

Other Income - Net (Schedule of Other Income -Net) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Other Income -Net [Abstract]
Market value adjustment on assets held in deferred compensation trust	$ 2,189	$ 1,417	$ 3,827	$ 5,619
Interest income	111	51	529	297
Other - net		(145)		(477)
Total other income - net	$ 2,300	$ 1,323	$ 4,356	$ 5,439

XML

Stock-Based Compensation Plans (Narrative) (Details) - USD ($) $ in Millions		9 Months Ended
	Feb. 16, 2018	Sep. 30, 2018
Performance Based TSR [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of stock granted	7,523
Shares vesting period, years		3 years
Cumulative compensation expense	$ 2.6
Performance Based EPS [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares of stock granted	7,523
Shares vesting period, years		3 years
Cumulative compensation expense	$ 1.9

XML

Retirement Plans (Schedule Of Expenses For Retirement, Profit-Sharing Plans, Excess Benefit Plans And Other Similar Plans) (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Retirement Plans [Abstract]
Defined contribution plans expense	$ 5,463	$ 4,427	$ 15,436	$ 15,136

XML

Legal And Regulatory Matters (Narrative) (Details)	3 Months Ended		9 Months Ended
	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($) item	Sep. 30, 2017 USD ($)
Loss Contingencies [Line Items]
Number of defendants named			14
Number of other lawsuits			3
Number of days given to file amended complaint			30 days
Extension period			14 days
U.S. v. VITAS [Member]
Loss Contingencies [Line Items]
Net costs incurred | $	$ 0	$ 935,000	$ 0	$ 5,200,000

XML

Concentration Of Risk (Narrative) (Details) - Segment VITAS [Member] $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($) item	Sep. 30, 2017 USD ($)
Concentration Risk [Line Items]
Number of service providers | item			1
VITAS made purchases from provider | $	$ 8.0	$ 7.4	$ 24.1	$ 24.8
Sales Revenue [Member]
Concentration Risk [Line Items]
Percentage of concentration risk services represent from vendor	90.00%	90.00%	90.00%	90.00%

XML

Cash Overdrafts And Cash Equivalents (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2018	Dec. 31, 2017
Cash Overdrafts And Cash Equivalents [Abstract]
Cash overdrafts included in accounts payable	$ 0.0	$ 15.3

XML

Financial Instruments (Narrative) (Details)	9 Months Ended
	Sep. 30, 2018
Minimum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Period in which the interest rate will reset	30 days
Maximum [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Period in which the interest rate will reset	60 days

XML

Financial Instruments (Carrying Value, Fair Value And Hierarchy Of Financial Instruments) (Details) - USD ($) $ in Thousands	Sep. 30, 2018	Dec. 31, 2017
Carrying Value [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual fund investments of deferred compensation plans held in trust	$ 70,237	$ 62,067
Total debt	130,000	101,200
Quoted Prices In Active Markets For Identical Assets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual fund investments of deferred compensation plans held in trust	70,237	62,067
Total debt
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual fund investments of deferred compensation plans held in trust
Total debt	130,000	101,200
Significant Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual fund investments of deferred compensation plans held in trust
Total debt

XML

Capital Stock Repurchase Plan Transactions (Narrative) (Details) - USD ($) $ in Millions	Sep. 30, 2018	Mar. 31, 2018
Capital Stock Repurchase Plan Transactions [Abstract]
Stock repurchase program, amount authorized		$ 150.0
Stock Repurchase Program, Remaining Authorized Repurchase Amount	$ 83.6

XML

Capital Stock Repurchase Plan Transactions (Schedule Of Capital Stock Repurchases) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Capital Stock Repurchase Plan Transactions [Abstract]
Total cost of repurchased shares	$ 37,672	$ 9,576	$ 121,976	$ 94,640
Shares repurchased	120,622	50,000	430,622	500,000
Weighted average price per share	$ 312.31	$ 191.52	$ 283.26	$ 189.28

XML

Acquisitions (Narrative) (Details) $ in Thousands		3 Months Ended		9 Months Ended
	Sep. 26, 2018 USD ($)	Sep. 30, 2018 USD ($)	Sep. 30, 2017 USD ($)	Sep. 30, 2018 USD ($) item county	Sep. 30, 2017 USD ($)
Goodwill [Line Items]
Net revenue		$ 444,151	$ 417,444	$ 1,325,140	$ 1,238,367
Segment VITAS [Member]
Goodwill [Line Items]
Net revenue		301,764		$ 890,577
Segment VITAS [Member] | Hospice Of Citrus And The Nature Coast [Member]
Goodwill [Line Items]
Acquisition date				Sep. 26, 2018
Acquisition cost in cash	$ 11,000
Additional counties | county				12
Net revenue		3,300	$ 4,200	$ 10,000	$ 12,600
Roto-Rooter segment [Member]
Goodwill [Line Items]
Number of Business Combinations Completed | item				2
Business combination, cash		$ 1,900		$ 1,900

XML

Acquisitions (Schedule of movement in Goodwill) (Details) $ in Thousands	9 Months Ended
	Sep. 30, 2018 USD ($)
Goodwill [Line Items]
Beginning balance	$ 476,887
Business combinations	6,434
Foreign currency adjustments	(40)
Ending balance	483,281
Segment VITAS [Member]
Goodwill [Line Items]
Beginning balance	328,301
Business combinations	5,030
Foreign currency adjustments
Ending balance	333,331
Roto-Rooter segment [Member]
Goodwill [Line Items]
Beginning balance	148,586
Business combinations	1,404
Foreign currency adjustments	(40)
Ending balance	$ 149,950

XML

Subsequent Events (Details) - Roto-Rooter segment [Member] - Subsequent Event [Member] $ in Millions	Oct. 01, 2018 USD ($) item county
Number of franchises acquired	5
Franchises acquired | $	$ 38.4
Number of counties the franchises encompass | county	6
Population size of counties the franchises encompass	4,000,000