CHEMED CORP
For the period ended Dec 31, 2024. Filed Feb 28, 2025.
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FY2024 · Filed Feb 28, 2025
Extracted filing text, with the paragraph anchors used by the comparison.
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Item 16. Form 10-K Summary
Not applicable.
| SIGNATURES | |||
|---|---|---|---|
| Pursuant to the requirements of Section 13 or 15(d) of the Securities 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 | |||
| /s/ Kevin J. McNamara | |||
| Kevin J. McNamara | |||
| President and Chief Executive Officer | |||
| Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the | |||
| following persons on behalf of the registrant and in the capacities and on the dates indicated. | |||
| Signature | Title | Date | |
| /s/ Kevin J. McNamara | President and Chief Executive Officer and a Director | ||
| Kevin J. McNamara | (Principal Executive Officer) | ||
| /s/ Michael D. Witzeman | Vice President, Chief Financial Officer, and Controller | ||
| Michael D. Witzeman | (Principal Financial and Accounting Officer) | February 28, | |
| Ron DeLyons* | |||
| Patrick P. Grace* | |||
| Christopher J. Heaney* | |||
| Thomas C. Hutton* | -- Directors | ||
| Andrea R. Lindell* | |||
| Eileen P. McCarthy* | |||
| John M. Mount Jr.* | |||
| Thomas P. Rice* | |||
| George J Walsh III* | |||
| * Brian C. Judkins by signing his name hereto signs this document on behalf of each of the persons indicated | |||
| above pursuant to powers of attorney duly executed by such persons and filed with the Securities and | |||
| Exchange Commission. | |||
| February 28, 2025 | /s/ Brian C. Judkins | ||
| Date | Brian C. Judkins | ||
| (Attorney-in-Fact) | |||
CHEMED CORPORATION AND SUBSIDIARY COMPANIES
INDEX TO FINANCIAL STATEMENTS
2022,2023 AND 2024
| Page(s) | |
| Chemed Corporation Consolidated Financial Statements | |
|---|---|
| Report of Independent Registered Public Accounting Firm | 39* |
| Consolidated Statements of Income | 41* |
| Consolidated Balance Sheets | 42* |
| Consolidated Statements of Cash Flows | 43* |
| Consolidated Statements of Changes in Stockholders’ Equity | 44* |
| Notes to Consolidated Financial Statements | 45* |
*Indicates page numbers in Chemed Corporation 2024 Annual Report to Stockholders
The consolidated financial statements of Chemed Corporation listed above, appearing in the 2024 Annual Report to Stockholders, are incorporated herein by reference. Schedules not included have been omitted because they are not applicable or the required information is shown in the financial statements or notes thereto as listed above.
INDEX TO EXHIBITS
| Page Number | |||
|---|---|---|---|
| or | |||
| Incorporation by | |||
| Reference | |||
| Exhibit · File No. and · Previous | |||
| Number · Filing Date · Exhibit No. | |||
| 3.1 | Certificate of Incorporation of Chemed Corporation (p) | Form S-3 Reg. No. 33-44177 11/26/91 | 4.1 |
| 3.2 | Certificate of Amendment to Certificate Incorporation, dated May 15, 2006 | Form 8-K 5/16/06 | 3.1 |
| 3.3 | By-Laws of Chemed Corporation as amended December 9, 2022 | Form 8-K 12/9/22 | 3.1 |
| 10.1 | 2006 Stock Incentive Plan, as amended August 11, 2006 | Form 10-Q 8/14/06, ** | 10.1 |
| 10.2 | 2010 Stock Incentive Plan | Form 8-K 5/18/10, ** | 99.1 |
| 10.3 | 2015 Stock Incentive Plan | Form S-8 7/15/15, ** | 4.5 |
| 10.4 | 2018 Stock Incentive Plan | Form S-8 5/23/18, ** | 4.5 |
| 10.5 | 2022 Stock Incentive Plan | Form S-8 5/16/22, ** | 4.6 |
| 10.6 | Employment Agreement with David P. Williams dated December 1, 2006 | Form 8-K 12/1/06, ** | 10.01 |
| 10.7 | First Amendment to Employment Agreement with David P. Williams dated July 9, 2009 | Form 10-Q 10/30/09,** | 10.20 |
| 10.8 | Consulting Agreement with Timothy S. O'Toole dated June 16, 2016 | Form 8-K 6/8/16, ** | 10.10 |
| 10.9 | Employment Agreement with Kevin J. McNamara dated May 3, 2008. | Form 8-K 5/6/08,** | 10.01 |
| 10.10 | First Amendment to Employment Agreement with Kevin J. McNamara dated July 9, 2009 | Form 10-Q 10/30/09, ** | 10.10 |
| 10.16 | First Amendment to Chemed/Roto-Rooter Savings & Retirement Plan effective September 6, 2000 | Form 10-K 3/28/02,** | 10.22 |
| 10.17 | Second Amendment to Chemed/Roto-Rooter Savings & Retirement Plan effective January 1, 2001 | Form 10-K 3/28/02,** | 10.23 |
| 10.18 | Third Amendment to Chemed/Roto-Rooter Savings & Retirement Plan effective December 12, 2001 | Form 10-K 3/28/02,** | 10.24 |
| 10.19 | Directors Emeriti Plan (p) | Form 10-Q 5/12/88, ** | 10.11 |
| 10.30 | Settlement Agreement, effective October 30, 2017 by and among the United States of America, acting through the United States Department of Justice and on behalf of the Office of the Inspector General of the Department of Health and Human Services, VITAS Hospice Services, L.L.C., VITAS Healthcare Corporation, VITAS Healthcare Corporation of California, VITAS Healthcare Corporation of Illinois, VITAS Healthcare Corporation of Florida, VITAS Healthcare Corporation of Ohio, VITAS Healthcare Corporation of Atlantic, VITAS Healthcare of Texas, L.P., VITAS Healthcare Corporation Midwest, VITAS Healthcare Corporation of Georgia, Chemed Corporation, and the various Relators named therein | Form 8-K 11/2/17 | 10.01 |
| 10.31 | Corporate Integrity Agreement, effective October 30, 2017 between the Office of Inspector General of the Department of Health and Human Services and VITAS Hospice Services, L.L.C., VITAS Healthcare Corporation, VITAS Healthcare Corporation of California, VITAS Healthcare Corporation of Illinois, VITAS Healthcare Corporation of Florida, VITAS Healthcare Corporation of Ohio, VITAS Healthcare Corporation of Atlantic, VITAS Healthcare of Texas, L.P., VITAS Healthcare Corporation Midwest, and VITAS Healthcare Corporation of Georgia | Form 8-K 11/2/17 | 10.02 |
| 10.32 | Fifth Amended and Restated Credit Agreement by and among Chemed Corporation, JP Morgan Chase Bank NA, and other lenders as of June 28, 2022 | Form 8-K 6/29/22** | 10.10 |
| 10.33 | David P. Williams Performance Share Units Grant Letter dated January 29, 2024 | Form 8-K 2/1/24 | 10.1 |
| 19 | Insider Trading Policy of Chemed Corporation | * | |
| 21 | Subsidiaries of Chemed Corporation | * | |
| 23 | Consent of Independent Registered Public Accounting Firm | * | |
| 24 | Powers of Attorney | * | |
| 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 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 Michael D. Witzeman pursuant to Section 906 of the Sarbanes Oxley Act of 2002 | * | |
| 97 | Compensation Recovery Policy | * | |
| 101.INS | XBRL Instance Document | * | |
| 101.SCH | XBRL Extension Schema | * | |
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase | * | |
| 101.DEF | XBRL Taxonomy Definition Linkbase | * | |
| 101.LAB | XBRL Taxonomy Extension Label Linkbase | * | |
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase | * | |
| * Filed herewith. | |||
|---|---|---|---|
| ** Management contract or compensatory plan arrangement. | |||
EXHIBIT 13
Financial Review
Contents
| Report of Independent Registered Public Accounting Firm PCAOB 238 | 40 |
|---|---|
| Consolidated Statements of Income | 42 |
| Consolidated Balance Sheets | 43 |
| Consolidated Statements of Cash Flows | 44 |
| Consolidated Statements of Changes in Stockholders’ Equity | 45 |
| Notes to Consolidated Financial Statements | 46 |
| Unaudited Consolidating Statements of Income | 71 |
| Management’s Discussion and Analysis of Financial Conditions and Results of Operations | 74 |
Management’s Report on Internal Control Over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting, as that term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f). A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorization of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
The Company’s management, including the President and Chief Executive Officer, and Vice President, Chief Financial Officer, and Controller, has conducted an evaluation of the effectiveness of its internal control over financial reporting as of December 31, 2024, based on the framework established in Internal Control—Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that internal control over financial reporting was effective as of December 31, 2024, based on criteria in Internal Control—Integrated Framework issued by COSO.
PricewaterhouseCoopers LLP, our independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024, as stated in their report which appears on pages 39 through 40.
Report of Independent Registered Public Accounting Fir
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