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                                    FORM 10-Q
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                   Quarterly Report Under Section 13 or 15 (d)
                     of the Securities Exchange Act of 1934

For Quarter Ended March 31, 2003

Commission File Number 1-8351

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


           Delaware                          31-0791746
(State or other jurisdiction of   (IRS Employer Identification No.)
 incorporation or organization)


2600 Chemed Center, 255 E. Fifth Street, Cincinnati, Ohio 45202
(Address of principal executive offices)            (Zip code)


                                 (513) 762-6900
              (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 period that the registrant was required to
file such reports) and (2) has been subject to such filing
requirements for the past 90 days.      Yes  X         No
                                           ----          ----

Indicate by check mark whether the registrant is an accelerated
filer (as defined in Rule 12b-2 of the Act). Yes  X     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       9,824,542 Shares          April 30, 2003
$1 Par Value



                                  Page 1 of 18





                             CHEMED CORPORATION AND
                              SUBSIDIARY COMPANIES



                                      Index


                                                                  Page No.
                                                                  ---------
PART I.    FINANCIAL INFORMATION:

    Item 1.  Financial Statements
             Consolidated Balance Sheet -
                March 31, 2003 and
                December 31, 2002                                         3

             Consolidated Statement of Income -
                Three months ended
                March 31, 2003 and 2002                                   4

             Consolidated Statement of Cash Flows -
                Three months ended
                March 31, 2003 and 2002                                   5

             Notes to Unaudited Financial Statements                      6


    Item 2.  Management's Discussion and Analysis of
                   Financial Condition and Results of
                    Operations                                           10

    Item 4.  Controls and Procedures                                     13


PART II.   OTHER INFORMATION                                             14














                                  Page 2 of 18


                          PART I. FINANCIAL INFORMATION
                          Item 1. Financial Statements
                   CHEMED CORPORATION AND SUBSIDIARY COMPANIES
                      UNAUDITED CONSOLIDATED BALANCE SHEET
                 (in thousands except share and per share data)

                                                                    March 31,       December 31,
                                                                      2003              2002*
                                                                   ----------        -----------
ASSETS
Current assets
   Cash and cash equivalents                                       $   43,625        $   37,731
   Accounts receivable, less allowances of $3,392
      (2002- $3,309)                                                   14,685            16,071
   Inventories                                                          9,090             9,493
   Statutory deposits                                                  10,536            12,323
   Current deferred income taxes                                        7,631             7,278
   Prepaid expenses and other current assets                           12,056            13,332
                                                                   ----------        ----------
               Total current assets                                    97,623            96,228
Investments of deferred compensation plans held in trust               15,000            15,176
Other investments                                                      32,789            37,326
Note receivable                                                        12,500            12,500
Properties and equipment, at cost less accumulated
   depreciation of $63,496 (2002 - $62,370)                            47,297            48,361
Identifiable intangible assets less accumulated
   amortization of $7,319 (2002 - $7,167)                               2,739             2,889
Goodwill less accumulated amortization of $30,477
   (2002 - $30,457)                                                   111,403           110,843
Other assets                                                           17,232            15,606
                                                                   ----------        ----------
               Total Assets                                        $  336,583        $  338,929
                                                                   ==========        ==========

LIABILITIES
Current liabilities
   Accounts payable                                                $    4,261        $    5,686
   Current portion of long-term debt                                      472               409
   Income taxes                                                         8,506             7,348
   Deferred contract revenue                                           17,323            17,321
   Accrued insurance                                                   17,631            16,978
   Other current liabilities                                           18,515            22,127
                                                                   ----------        ----------
               Total current liabilities                               66,708            69,869
Long-term debt                                                         25,802            25,603
Deferred compensation liabilities                                      14,925            15,196
Other liabilities                                                      11,872            10,798
                                                                   ----------        ----------
               Total Liabilities                                      119,307           121,466
                                                                   ==========        ==========

MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED SECURITIES
   OF THE CHEMED CAPITAL TRUST                                         14,186            14,186
                                                                   ----------        ----------

STOCKHOLDERS' EQUITY
Capital stock-authorized 15,000,000 shares $1 par;
   issued 13,451,281 shares (2002 - 13,448,475 shares)                 13,451            13,448
Paid-in capital                                                       168,568           168,299
Retained earnings                                                     134,160           132,793
Treasury stock - 3,626,739 shares (2002 - 3,630,689 shares),
   at cost                                                           (111,476)         (111,582)
Unearned compensation                                                  (4,259)           (4,694)
Deferred compensation payable in company stock                          2,294             2,280
Notes receivable for shares sold                                         (933)             (952)
Accumulated other comprehensive income                                  1,285             3,685
                                                                   ----------        ----------
               Total Stockholders' Equity                             203,090           203,277
                                                                   ----------        ----------
               Total Liabilities and Stockholders' Equity          $  336,583        $  338,929
                                                                   ==========        ==========

                *Reclassified to conform with 2003 presentation.
            See accompanying notes to unaudited financial statements.
                                  Page 3 of 18




                   CHEMED CORPORATION AND SUBSIDIARY COMPANIES
                   UNAUDITED CONSOLIDATED STATEMENT OF INCOME
                      (in thousands except per share data)


                                                                         Three Months Ended
                                                                              March 31,
                                                                       ----------------------
                                                                          2003          2002*
                                                                       --------      --------
Continuing Operations

           Service revenues and sales                                  $ 77,645      $ 80,853

           Cost of services provided and cost of goods sold              46,152        48,508
           General and administrative expenses                           16,524        12,654
           Selling and marketing expenses                                11,078        11,993
           Depreciation                                                   3,052         3,492
                                                                       --------      --------
               Total costs and expenses                                  76,806        76,647
                                                                       --------      --------
               Income from operations                                       839         4,206
           Interest expense                                                (539)         (773)
           Distributions on preferred securities                           (268)         (270)
           Other income - net                                             4,263         2,589
                                                                       --------      --------
               Income before income taxes                                 4,295         5,752
           Income taxes                                                  (1,742)       (1,947)
                                                                       --------      --------
               Income from continuing operations                          2,553         3,805

Discontinued operations                                                       -           867
                                                                       --------      --------

Net income                                                             $  2,553      $  4,672
                                                                       ========      ========
Earnings Per Common Share
           Income from continuing operations                           $    .26      $    .39
                                                                       ========      ========
           Net income                                                  $    .26      $    .47
                                                                       ========      ========
           Average number of shares outstanding                           9,890         9,843
                                                                       ========      ========

Diluted Earnings Per Share
           Income from continuing operations                           $    .26      $    .39
                                                                       ========      ========
           Net income                                                  $    .26      $    .47
                                                                       ========      ========
           Average number of shares outstanding                           9,903         9,883
                                                                       ========      ========

Cash Dividends Paid Per Share                                          $    .12      $    .11
                                                                       ========      ========

               *Reclassified for operations discontinued in 2002.
            See accompanying notes to unaudited financial statements.








                                  Page 4 of 18



                   CHEMED CORPORATION AND SUBSIDIARY COMPANIES
                 UNAUDITED CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)

                                                                          Three Months Ended March 31,
                                                                          ----------------------------
                                                                             2003              2002*
                                                                          ----------        ----------
Cash Flows From Operating Activities
         Net income                                                       $   2,553         $    4,672
         Adjustments to reconcile net income to net cash
             provided by operating activities:
                  Gains on sale of investments                               (3,544)            (1,141)
                  Depreciation and amortization                               3,236              3,696
                  Provision for deferred income taxes                          (917)              (177)
                  Provision for uncollectible accounts receivable                85                691
                  Discontinued operations                                         -               (867)
                  Changes in operating assets and liabilities,
                    excluding amounts acquired in business
                    combinations
                      Decrease/(increase) in accounts receivable              1,301               (419)
                      Decrease in inventories                                   403                391
                  Decrease in statutory deposits                              1,787                773
                      Decrease/(increase) in prepaid expenses
                          and other current assets                             (576)             1,338
                     Decrease in accounts payable, deferred
                        contract revenue and other current
                        liabilities                                          (4,273)            (8,872)
                     Increase in income taxes                                 3,215              4,793
                     Other - net                                              1,915              1,877
                                                                          ---------         ----------
         Net cash provided by continuing operations                           5,185              6,755
         Net cash used by discontinued operations                                 -               (116)
                                                                          ---------         ----------
         Net cash provided by operating activities                            5,185              6,639
                                                                          ---------         ----------

Cash Flows From Investing Activities
         Proceeds from sale of investments                                    4,493              1,917
         Capital expenditures                                                (2,062)            (2,530)
         Net uses for discontinued operations                                  (524)              (816)
         Business combinations--net of cash acquired                           (168)            (1,229)
         Other - net                                                              -              1,228
                                                                          ---------         ----------
             Net cash provided/(used) by investing activities                 1,739             (1,430)
                                                                          ---------         ----------

Cash Flows From Financing Activities
         Dividends paid                                                      (1,188)            (1,083)
         Issuance of capital stock                                              194                523
         Proceeds from issuances of long-term debt                                -              5,000
         Purchases of treasury stock                                            (58)            (3,141)
         Other - net                                                             22               (168)
                                                                          ---------         ----------
             Net cash provided/(used) by financing activities                (1,030)             1,131
                                                                          ---------         ----------

Increase in Cash and Cash Equivalents                                         5,894              6,340
Cash and Cash Equivalents at Beginning of Period                             37,731              8,725
                                                                          ---------         ----------

Cash and Cash Equivalents at End of Period                                $  43,625         $   15,065
                                                                          =========         ==========

               *Reclassified for operations discontinued in 2002.
            See accompanying notes to unaudited financial statements.

                                  Page 5 of 18


                   CHEMED CORPORATION AND SUBSIDIARY COMPANIES

                     Notes to Unaudited Financial Statements

1.      The accompanying unaudited consolidated financial statements have
        been prepared in accordance with Rule 10-01 of SEC Regulation S-X.
        Consequently, they do not include all the disclosures required
        under generally accepted accounting principles for complete
        financial statements.  However, in the opinion of the management
        of Chemed Corporation (the "Company"), the financial statements
        presented herein contain all adjustments, consisting only of
        normal recurring adjustments, necessary to present fairly the
        financial position, results of operations and cash flows of the
        Company and its consolidated subsidiaries ("Chemed").  For further
        information regarding Chemed's accounting policies, refer to the
        consolidated financial statements and notes included in Chemed's
        Annual Report on Form 10-K for the year ended December 31, 2002.

        The Company uses Accounting Principles Board Opinion No. 25 ("APB
        25"), Accounting for Stock Issued to Employees, to account for
        stock-based compensation.  Since the Company's stock options
        qualify as fixed options under APB 25 and since the option price
        equals the market price on the date of grant, there is no
        compensation expense for stock options.  Stock awards are expensed
        during the period the related services are provided.

        The following table illustrates the effect on net income and
        earnings per share if the Company had applied the fair-value-
        recognition provisions of Financial Accountings Standards Board
        Statement No. 123, Accounting for Stock-Based Compensation (in
        thousands, except per share date):
                                                         Three Months Ended March 31,
                                                         ----------------------------
                                                             2003             2002
                                                         ----------        ---------
        Net income as reported                            $   2,553        $   4,672

        Add: stock-based compensation
                expense included in net
                income as reported, net of
                income tax effects                               34               30

        Deduct: total stock-based employee
                   compensation determined
                   under a fair-value-based
                   method for all stock options
                   and awards, net of income
                   tax effects                                 (225)            (105)
                                                         ----------       ----------
        Pro forma net income                             $    2,362       $    4,597
                                                         ==========       ==========

        Earnings per share
                  As reported                            $      .26       $      .47
                                                         ==========       ==========
                  Pro forma                              $      .24       $      .47
                                                         ==========       ==========

        Diluted earnings per share
                  As reported                            $      .26       $      .47
                                                         ==========       ==========
                  Pro forma                              $      .24       $      .47
                                                         ==========       ==========

                                  Page 6 of 18


2.      Service revenues and sales and aftertax earnings by business
        segment follow (in thousands):
                                                        Three Months Ended
                                                             March 31,
                                                      ---------------------
                                                         2003         2002
                                                      --------     --------
        Service Revenues
        and Sales
        Roto-Rooter                                   $ 64,725     $ 65,279
        Service America                                 12,920       15,574
                                                      --------     --------
             Total                                    $ 77,645     $ 80,853
                                                      ========     ========

        Aftertax Earnings
        Roto-Rooter                                   $  3,602     $  3,479
        Service America                                     40          327
                                                      --------     --------
             Total segment earnings                      3,642        3,806

        Corporate
           Gains on sales of investments                 2,151          775
           Overhead                                     (3,583)(a)     (972)
           Net investing and financing
           income                                          343          196
        Discontinued operations                              -          867
                                                      --------     --------
                Net income                            $  2,553     $  4,672
                                                      ========     ========

        (a)     Amount includes aftertax severance charges of $2,358,000.

3.      Earnings per common share are computed using the weighted average
        number of share of capital stock outstanding.  Diluted earnings
        per share are computed as follows (in thousands, except per share
        data):


                                                Income          Shares        Income
                                              (Numerator)    (Denominator)   Per Share
                                              ----------     -------------   ---------

Income from Continuing Operations -
   For the Three Months Ended March 31,
- ---------------------------------------
2003
     Earnings                                 $    2,553           9,890       $   .26
     Dilutive stock options                            -              13       =======
                                              ----------     -----------
        Diluted earnings                      $    2,553           9,903       $   .26
                                              ==========     ===========       =======
2002
     Earnings                                 $    3,805     $     9,843       $   .39
     Dilutive stock options                            -              40       =======
                                              ----------     -----------
        Diluted earnings                      $    3,805           9,883       $   .39
                                              ==========     ===========       =======

Net Income -
   For the Three Months Ended March 31,
- ---------------------------------------
2003
     Earnings                                 $    2,553           9,890       $   .26
     Dilutive stock options                            -              13       =======
                                              ----------      ----------
        Diluted earnings                      $    2,553           9,903       $   .26
                                              ==========      ==========       =======
2002
     Earnings                                 $    4,672     $     9,843       $   .47
     Dilutive stock options                            -              40       =======
                                              ----------     -----------
        Diluted earnings                      $    4,672           9,883       $   .47
                                              ==========     ===========       =======

        The impact of the convertible preferred securities has been
        excluded from the above computations because it is antidilutive on
        earnings per share from continuing operations for both periods.


                                  Page 7 of 18


4.   Other income--net from continuing operations comprises the
     following (in thousands):

                                                       Three Months Ended
                                                            March 31,
                                                   -------------------------
                                                        2003          2002
                                                   ---------      ----------
        Gains on sales of investments              $   3,544      $    1,141
           Interest income                               815             636
           Unrealized gains/(losses) on
             investments                                (652)            (71)
           Dividend income                               616             615
           Other--net                                    (60)            268
                                                   ---------      ----------
                 Total other income--net           $   4,263      $    2,589
                                                   =========      ==========

5.   In March 2003, the Company and a corporate officer reached
     agreement providing for termination of the officer's employment in
     exchange for payment under her employment contract.  The payments
     comprise a $1,000,000 lump sum payment made in March 2003 and
     monthly payments of $52,788 beginning March 2003 and ending May
     2007.  The present value of these payments ($3,627,000) is
     included in general and administrative expenses.

6.   The Company had total comprehensive income of $153,000 and
     $4,760,000 for the three months ended March 31, 2003 and 2002,
     respectively.  The difference between the Company's net income and
     comprehensive income relates to the cumulative unrealized
     appreciation/depreciation on its available-for-sale securities.

7.   During 2003, one purchase business combination was completed
     within the Roto-Rooter segment for a purchase price of $574,000
     ($168,000 in cash and a note payable for $406,000).  The business
     acquired provides drain cleaning and plumbing services under the
     Roto-Rooter name.  The results of operations of this business are
     not material to the consolidated operations of the Company.

        The purchase price was allocated as follows (in thousands):

           Goodwill                               $   474
           Other assets                               100
                                                  -------
                Total                             $   574
                                                  =======

8.   In the normal course of business the Company enters into various
     guarantees and indemnifications in its relationships with
     customers and others.  Examples of these arrangements would
     include guarantees of service and product performance.  These
     guarantees and indemnifications would not materially impact the
     Company's financial condition or results of operations.

9.   In August 2001, the Financial Accounting Standards Board ("FASB")
     approved the issuance of Statement of Financial Accounting
     Standards ("SFAS")No. 143, Accounting for Asset Retirement
     Obligations.  This statement became effective for fiscal years
     beginning after June 15, 2002, and requires recognizing legal
     obligations associated with the retirement of tangible long-lived
     assets that result from the acquisition, construction, development

                                  Page 8 of 18



        or normal operation of a long-lived asset.  Since the Company has
        no material asset retirement obligations, the adoption of SFAS No.
        143 in 2003 did not have a material impact on Chemed's financial
        statements.

10.     In July 2002, the FASB approved the issuance of SFAS No. 146,
        Accounting for Costs Associated with Exit or Disposal Activities.
        Generally, SFAS No. 146 stipulates that defined exit costs
        (including restructuring and employee termination costs) are to be
        recorded on an incurred basis rather than on a commitment basis as
        is presently required.  This statement is effective for exit or
        disposal activities initiated after December 31, 2002. The
        adoption of SFAS No. 146 in 2003 did not have a material impact on
        Chemed's financial statements.

11.     November 2002, the FASB approved the issuance of FASB
        Interpretation ("FIN") No. 45, Guarantor's Accounting and
        Disclosure for Guarantees, Including Indirect Guarantees of
        Indebtedness of Others.  The initial recognition and initial
        measurement provisions of the Interpretation are applicable to
        guarantees issued or modified after December 31, 2002. The
        adoption of FIN No. 45 in 2003 did not have a material impact on
        Chemed's financial statements.

12.     In January 2003, the FASB approved the issuance of FIN No. 46,
        Consolidation of Variable Interest Entities.  It is effective for
        variable interest entities created after January 31, 2003, and for
        variable interest entities in which an enterprise obtains an
        interest after that date.  Because the Company has no such
        investments, the adoption of this statement did not have a
        material impact on the Company's financial statements.

























                                  Page 9 of 18



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

Financial Condition
- -------------------
           The decline in other investments from $37,326,000 at December
31, 2002 to $32,789,000 is due to the sale of various available-for-
sale securities in the first quarter of 2003.  The decline in other
current liabilities from $22,127,000 at December 31, 2002 to
$18,515,000 is primarily due to the payment of incentive compensation
and discretionary thrift plan contributions for 2002 in the first
quarter of 2003.  There are no other significant changes in the
balance sheet accounts during the first three months of 2003.
           At March 31, 2003, Chemed had cash and cash equivalents of $43.6
million and approximately $53.4 million of unused lines of credit with
various banks.  Management believes its liquidity and sources of
capital are satisfactory for the Company's needs in the foreseeable
future.

Results of Operations
- ---------------------
           Data relating to (a) the decrease in service revenues and sales
and (b) aftertax earnings/(loss) as a percent of service revenues and
sales for each segment are set forth below:

                            Service Revenues            Aftertax Earnings as a %
                             and Sales - %            Of Revenues (Aftertax Margin)
                           Increase/(Decrease)        -----------------------------
                           -------------------            2003           2002
                             2003 vs. 2002              -------        -------


Three Months Ended
     March 31,
- ------------------
Roto-Rooter                         ( 1)%                  5.6%          5.3%
Service America                     (17)                   0.3           2.1
     Total                           (4)                   4.7           4.7


First Quarter 2003 versus First Quarter 2002
- --------------------------------------------
           Service revenues and sales of the Roto-Rooter segment for the
first quarter of 2003 totaled $64,725,000, a decline of 1% versus the
$65,279,000 recorded in the first quarter of 2002.  Revenues of the
drain cleaning business and the plumbing services business declined 2%
and 1%, respectively, for the first quarter of 2003, as compared with
revenues for 2002.  Each of these businesses' revenues accounts for
42% and 38%, respectively, of Roto-Rooter's total revenues and sales.
As a result of Roto-Rooter's disposing of most of its heating and
cooling businesses and non-Roto-Rooter-branded operations in 2002,
revenues of this line of business declined by $1,794,000 in 2003.  The
aftertax margin of this segment during the first quarter of 2003 was
5.6% as compared with 5.3% in the first quarter of 2002.  This
increase is attributable to a higher gross profit margin in the 2003
quarter.
           Service revenues and sales of the Service America segment
declined 17% from $15,574,000 in the first quarter of 2002 to
$12,920,000 in the first quarter of 2003. This decline is attributable
to a decline in contract renewals in 2003 and lower retail sales in
2003.  The aftertax margin of this segment was .3% in the first
quarter of 2003 as compared with 2.1% in the first quarter of 2002.

                                  Page 10 of 18


This decline is attributable to a decline in the gross profit margin
(3.4 percentage points) in the 2003 quarter, partially offset by lower
operating expenses as a percent of sales (1.0 percentage points).  The
lower gross margin is primarily due to higher labor costs (as a
percent of revenues) in 2003.
           Income from operations declined from $4,206,000 in the first
quarter of 2002 to $839,000 in the first quarter of 2003.  This
decline is attributable to charges of $3,627,000 (included in general
and administrative expenses) for the settlement of an employment
contract with a corporate officer in March 2003.  The amount of the
charge represents the present value of payments beginning in March
2003 and ending in May 2007.
           Interest expense declined from $773,000 in the first quarter of
2002 to $539,000, as a result of lower debt levels during 2003.
           Other income-net increased from $2,589,000 in the first quarter
of 2002 to $4,263,000 in the first quarter of 2003 primarily due to
higher capital gains on the sales of investments in the 2003 quarter.
These gains totaled $3,544,000 in the first quarter of 2003 versus
$1,141,000 in the first quarter of 2002.
           The effective income tax rate during the first quarter of 2003
was 40.6% as compared with 33.8% during the first quarter of 2002.
The higher effective rate in 2003 versus the rate for 2002 is
primarily attributable to a higher effective state income tax rate in
2003 related to gains on the sales of investments and favorable tax
adjustments in 2002.
           Income from continuing operations declined from $3,805,000 ($.39
per share) in the first quarter of 2002 to $2,553,000 ($.26 per share)
in the first quarter of 2003.  Income for 2003 included aftertax
severance charges of $2,358,000 ($.24 per share) and aftertax gains on
the sales of investments of $2,151,000 ($.22 per share).  Income for
2002 included aftertax gains on the sales of investments of $775,000
($.08 per share).
           Net income declined from $4,672,000 ($.47 per share) in the
first quarter of 2002 to $2,553,000 ($.26 per share) in the first
quarter of 2003.  Income for 2003 included aftertax severance charges
of $2,358,000 ($.24 per share) and aftertax gains on the sales of
investments of $2,151,000 ($.22 per share).  Income for 2002 included
aftertax gains on the sales of investments of $775,000 ($.08 per
share) and discontinued operations of $867,000 ($.08 per share).

Recent Accounting Statements
- ----------------------------
           In August 2001, the Financial Accounting Standards Board
("FASB") approved the issuance of Statement of Financial Accounting
Standards ("SFAS")No. 143, Accounting for Asset Retirement
Obligations.  This statement became effective for fiscal years
beginning after June 15, 2002, and requires recognizing legal
obligations associated with the retirement of tangible long-lived
assets that result from the acquisition, construction, development or
normal operation of a long-lived asset.  Since the Company has no
material asset retirement obligations, the adoption of SFAS No. 143 in
2003 did not have a material impact on Chemed's financial statements.
           In July 2002, the FASB approved the issuance of SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities.
Generally, SFAS No. 146 stipulates that defined exit costs (including
restructuring and employee termination costs) are to be recorded on an


                                  Page 11 of 18


incurred basis rather than on a commitment basis as is presently
required.  This statement is effective for exit or disposal activities
initiated after December 31, 2002. The adoption of SFAS No. 146 in
2003 did not have a material impact on Chemed's financial statements.
        In November 2002, the FASB approved the issuance of FASB
Interpretation ("FIN") No. 45, Guarantor's Accounting and Disclosure
for Guarantees, Including Indirect Guarantees of Indebtedness of
Others.  The initial recognition and initial measurement provisions of
the Interpretation are applicable to guarantees issued or modified
after December 31, 2002. The adoption of FIN No. 45 in 2003 did not
have a material impact on Chemed's financial statements.
           In January 2003, the FASB approved the issuance of FIN No. 46,
Consolidation of Variable Interest Entities.  It is effective for
variable interest entities created after January 31, 2003, and for
variable interest entities in which an enterprise obtains an interest
after that date.  Because the Company has no such investments, the
adoption of this statement did not have a material impact on the
Company's financial statements.

Safe Harbor Statement under the Private Securities Litigation
Reform Act of 1995 Regarding Forward-Looking Information
- -------------------------------------------------------------
           In addition to historical information, this report contains
forward-looking statements and performance trends that are based upon
assumptions subject to certain known and unknown risks, uncertainties,
contingencies and other factors.  Variances in any or all of the
risks, uncertainties, contingencies, and other factors from the
Company's assumptions could cause actual results to differ materially
from these forward-looking statements and trends.  The Company's
ability to deal with the unknown outcomes of these events, many of
which are beyond the control of the Company, may affect the
reliability of its projections and other financial matters.


























                                  Page 12 of 18


                         Item 4. Controls and Procedures

        The Company maintains disclosure controls and procedures that
are designed to ensure that information required to be disclosed in
the Company's Exchange Act reports is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and
forms, and that such information is accumulated and communicated to
the Company's management to allow timely decisions regarding required
disclosure.  Management necessarily applies its judgment in assessing
the costs and benefits of such controls and procedures which, by their
nature, can provide only reasonable assurance regarding management's
control objectives.
        Within 90 days prior to the date of this report, the Company
carried out an evaluation, under the supervision of the Company's
President and Chief Executive Officer, and with the participation of
the Executive Vice President and Treasurer and the Vice President and
Controller, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures pursuant to Exchange Act
Rule 13a-14.  Based upon the foregoing, the Company's President and
Chief Executive Officer, Executive Vice President and Treasurer and
Vice President and Controller concluded that the Company's disclosure
controls and procedures are effective in timely alerting them to
material information relating to the Company and its consolidated
subsidiaries required to be included in the Company's Exchange Act
reports.  There have been no significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date the Company carried out its evaluation.





























                                  Page 13 of 18


                            PART II OTHER INFORMATION

Item 6.         Exhibits and Reports on Form 8-K


     (a)   Exhibits
           --------

                Exhibit No.               Description
                -----------               -----------

                99.1              Certification by Kevin J. McNamara pursuant to
                                  Section 906 of the Sarbanes-Oxley Act of 2002.

                99.2              Certification by Timothy S. O'Toole pursuant
                                  to Section 906 of the Sarbanes-Oxley Act of
                                  2002.

                99.3              Certification by Arthur V. Tucker, Jr.
                                  pursuant to Section 906 of the Sarbanes-Oxley
                                  Act of 2002.

     (b)   Reports on Form 8-K
           -------------------

                -      A current Report on Form 8-K, dated April 17, 2003, was
                       filed April 18, 2003.  The report includes the Company's
                       first quarter 2003 earnings release dated April 17,
                       2003.

                -      A current Report on Form 8-K, dated April 23, 2003, was
                       filed April 24, 2003.  The report includes the Company's
                       First Quarter Report for the period ending March 31,
                       2003.


                                   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:          May 9, 2003            By       Kevin J. McNamara
                -----------                     -----------------
                                                Kevin J. McNamara
                                                (President and Chief
                                                 Executive Officer)

Dated:          May 9, 2003            By       Timothy S. O'Toole
                -----------                     ------------------
                                                Timothy S. O'Toole
                                                (Executive Vice President and
                                                Treasurer)

Dated:          May 9, 2003            By       Arthur V. Tucker, Jr.
                -----------                     ---------------------
                                                Arthur V. Tucker, Jr.
                                                (Vice President and Controller)

                                  Page 14 of 18



     CERTIFICATIONS PURSUANT TO RULE 13A - 14 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;

     2.  Based on my knowledge, this quarterly 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 quarterly report;

     3.  Based on my knowledge, the financial statements, and other
     financial information included in this quarterly 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 quarterly 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-14 and 15d-14)
     for the registrant and we have:

        a)  designed such disclosure controls and procedures 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 quarterly report is being prepared;

        b)  evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the
        filing date of this quarterly report (the "Evaluation Date"); and

        c)  presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on
        our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have
     disclosed, based on our most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of
     directors:

        a)  all significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's
        ability to record, process, summarize and report financial data
        and have identified for the registrant's auditors any material
        weaknesses in internal controls; and

        b)  any fraud, whether or not material, that involves management
        or other employees who have a significant role in the registrant's
        internal controls; and

                                  Page 15 of 18


6.   The registrant's other certifying officers and I have indicated
     in this quarterly report whether or not there were significant
     changes in internal controls or in other factors that could

     significantly affect internal controls subsequent to the date of
     our most recent evaluation, including any corrective actions with
     regard to significant deficiencies and material weakness.


Date:      May 9, 2003                         Kevin J. McNamara
           -----------                         -----------------
                                               Kevin J. McNamara
                                               (President and Chief
                                                Executive Officer)


I, Timothy S. O'Toole, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Chemed
     Corporation;

     2.  Based on my knowledge, this quarterly 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 quarterly report;

     3.  Based on my knowledge, the financial statements, and other
     financial information included in this quarterly 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 quarterly 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-14 and 15d-14)
     for the registrant and we have:

        a)  designed such disclosure controls and procedures 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 quarterly report is being prepared;

        b)  evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the
        filing date of this quarterly report (the "Evaluation Date"); and

        c)  presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on
        our evaluation as of the Evaluation Date;




                                  Page 16 of 18


     5.  The registrant's other certifying officers and I have
     disclosed, based on our most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of
     directors:

        a)  all significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's
        ability to record, process, summarize and report financial data
        and have identified for the registrant's auditors any material
        weaknesses in internal controls; and

        b)  any fraud, whether or not material, that involves management
        or other employees who have a significant role in the registrant's
        internal controls; and

     6.  The registrant's other certifying officers and I have indicated
     in this quarterly report whether or not there were significant
     changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of
     our most recent evaluation, including any corrective actions with
     regard to significant deficiencies and material weakness.


Date:      May 9, 2003                         Timothy S. O'Toole
           -----------                         ------------------
                                               Timothy S. O'Toole
                                               (Executive Vice President
                                                and Treasurer)

I, Arthur V. Tucker, Jr., certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Chemed
     Corporation;

     2.  Based on my knowledge, this quarterly 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 quarterly report;

     3.  Based on my knowledge, the financial statements, and other
     financial information included in this quarterly 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 quarterly 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-14 and 15d-14)
     for the registrant and we have:

        a)  designed such disclosure controls and procedures to ensure
        that material information relating to the registrant, including

                                  Page 17 of 18


        its consolidated subsidiaries, is made known to us by others
        within those entities, particularly during the period in which
        this quarterly report is being prepared;

        b)  evaluated the effectiveness of the registrant's disclosure
        controls and procedures as of a date within 90 days prior to the
        filing date of this quarterly report (the "Evaluation Date"); and

        c)  presented in this quarterly report our conclusions about the
        effectiveness of the disclosure controls and procedures based on
        our evaluation as of the Evaluation Date;

     5.  The registrant's other certifying officers and I have
     disclosed, based on our most recent evaluation, to the registrant's
     auditors and the audit committee of registrant's board of
     directors:

        a)  all significant deficiencies in the design or operation of
        internal controls which could adversely affect the registrant's
        ability to record, process, summarize and report financial data
        and have identified for the registrant's auditors any material
        weaknesses in internal controls; and

        b)  any fraud, whether or not material, that involves management
        or other employees who have a significant role in the registrant's
        internal controls; and

     6.  The registrant's other certifying officers and I have indicated
     in this quarterly report whether or not there were significant
     changes in internal controls or in other factors that could
     significantly affect internal controls subsequent to the date of
     our most recent evaluation, including any corrective actions with
     regard to significant deficiencies and material weakness.


Date:      May 9, 2003                         Arthur V. Tucker, Jr.
           -----------                         ---------------------
                                               Arthur V. Tucker, Jr.
                                               (Vice President and
                                                Controller)














                                  Page 18 of 18