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What changed in CHEMED CORP's 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of CHEMED CORP's 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+104 added−112 removedSource: 10-K (2024-02-29) vs 10-K (2023-02-27)

Top changes in CHEMED CORP's 2023 10-K

104 paragraphs added · 112 removed · 88 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

38 edited+7 added−11 removed167 unchanged
Biggest changePenalties for violations include fines ranging from $5,500 to $11,000 (as adjusted for inflation), plus treble damages, for each claim filed. Provisions in the Civil False Claims Act also permit individuals to bring actions against individuals or businesses in the name of the government as “qui tam” relators.
Biggest changeThe Civil False Claims Act prohibits the known filing of a false claim or the known use of false statements to obtain payments. Penalties for violations include fines ranging from $5,500 to $11,000 (as adjusted for inflation), plus treble damages, for each claim filed.
Some states, including Florida and California, have certificate of need laws, restrictions on new licenses, or other similar health planning laws that apply to hospice care providers.
Certificate of Need Laws and Other Restrictions . Some states, including Florida and California, have certificate of need laws, restrictions on new licenses, or other similar health planning laws that apply to hospice care providers.
The 9 Company cannot assure that future regulatory changes will not result in hospice services becoming subject to the Stark Law’s ownership, investment or compensation prohibitions in the future. Many states where VITAS operates have laws similar to the Stark Law, but with broader effect because they apply regardless of the source of payment for care.
The Company cannot assure that future regulatory changes will not result in hospice services becoming subject to the Stark Law’s ownership, investment or compensation prohibitions in the future. 9 Many states where VITAS operates have laws similar to the Stark Law, but with broader effect because they apply regardless of the source of payment for care.
Roto-Rooter employs regional safety managers, who are all OSHA authorized trainers, as well as other employees across its geographies who are authorized to provide OSHA training. Specialized roles, such as excavation and water restoration, receive specialized training. 11 Roto-Rooter’s training also extends beyond safety and into human resources and other topics, depending on the role of the employee.
Roto-Rooter employs regional safety managers, who are all OSHA authorized trainers, as well as other employees across its geographies who are authorized to provide OSHA training. Specialized roles, such as excavation and water restoration, receive specialized training. Roto-Rooter’s training also extends beyond safety and into human resources and other topics, depending on the role of the employee.
Some of VITAS’ employees are subject to state laws and regulations governing the ethics and professional practice of medicine, respiratory therapy, pharmacy and nursing. 10 Compliance with Health Regulatory Laws. VITAS maintains an internal regulatory compliance review program and from time to time retains regulatory counsel for guidance on compliance matters.
Some of VITAS’ employees are subject to state laws and regulations governing the ethics and professional practice of medicine, respiratory therapy, pharmacy and nursing. Compliance with Health Regulatory Laws. VITAS maintains an internal regulatory compliance review program and from time to time retains regulatory counsel for guidance on compliance matters.
Each hospice and all hospice personnel must be licensed, certified or registered in accordance with applicable federal, state and local laws and regulations. Central Clinical Records . Hospice programs must maintain clinical records for each hospice patient that are organized in such a way that they may be easily retrieved.
Licensure . Each hospice and all hospice personnel must be licensed, certified or registered in accordance with applicable federal, state and local laws and regulations. Central Clinical Records . Hospice programs must maintain clinical records for each hospice patient that are organized in such a way that they may be easily retrieved.
All managers receive training in human resources topics, ranging from discrimination, to harassment, to workplace violence, leaves of absence, and other relevant matters. Additional training is given in other topics throughout employees’ careers, both on the job and in the classroom, specific to the roles of the employees.
All managers receive training in human resources topics, ranging from discrimination, to harassment, to workplace violence, 11 leaves of absence, and other relevant matters. Additional training is given in other topics throughout employees’ careers, both on the job and in the classroom, specific to the roles of the employees.
Roto-Rooter’s safety training also includes OHSA specific compliance and specialty training depending on the role of the individual, including topics such as electrical safety, torch safety, mainline drain machine safety, driving safety, and other OSHA awareness topics.
Roto-Rooter’s safety training also includes OSHA specific compliance and specialty training depending on the role of the individual, including topics such as electrical safety, torch safety, mainline drain machine safety, driving safety, and other OSHA awareness topics.
The Company’s Human Rights Policy is available on its website at: chemed.com/company/documents-charters under Governance Documents. Workforce Safety and Training The Company’s continued success depends on maintaining a safe and healthy work force. Both Roto-Rooter and VITAS operate businesses where the safety of its employees is a significant focus.
The Company’s Human Rights Policy is available on its website at: chemed.com/company/documents-charters under Governance Documents. Workforce Safety and Training The Company’s continued success depends on maintaining a safe and healthy workforce. Both Roto-Rooter and VITAS operate businesses where the safety of its employees is a significant focus.
During 2022, Chemed conducted its business operations in two segments: the VITAS segment (“VITAS”) and the Roto-Rooter segment (“Roto-Rooter”). VITAS provides hospice and palliative care services to its patients through a network of physicians, registered nurses, home health aides, social workers, clergy and volunteers.
During 2023, Chemed conducted its business operations in two segments: the VITAS segment (“VITAS”) and the Roto-Rooter segment (“Roto-Rooter”). VITAS provides hospice and palliative care services to its patients through a network of physicians, registered nurses, home health aides, social workers, clergy and volunteers.
States maintain flexibility to establish their own hospice election procedures and to limit the number and duration of benefit periods for which they will pay for hospice services. Reimbursement from state Medicaid programs in 2022 accounted for approximately 5% of VITAS’ revenues. Nursing Home Residents.
States maintain flexibility to establish their own hospice election procedures and to limit the number and duration of benefit periods for which they will pay for hospice services. Reimbursement from state Medicaid programs in 2023 accounted for approximately 5% of VITAS’ revenues. Nursing Home Residents.
For fiscal 2022, less than 2% of VITAS’ net revenue was attributable to physician services. Medicare Limits on Hospice Care Payments . Medicare payments for hospice services are subject to two additional limits or “caps”. Each of VITAS’ hospice programs is separately subject to both of these “caps”.
For fiscal 2023, less than 2% of VITAS’ net revenue was attributable to physician services. Medicare Limits on Hospice Care Payments . Medicare payments for hospice services are subject to two additional limits or “caps”. Each of VITAS’ hospice programs is separately subject to both of these “caps”.
During the current pandemic, both businesses have adapted to new safety challenges, including sourcing PPE for employees and ensuring that it is available as needed, implementing new protocols in their offices or in dealing with customers and patients (including expanding telehealth offerings), contracting with third parties to ensure that COVID tests and vaccines are available, and making work-from-home or other different working arrangements available when feasible.
During the pandemic, both businesses adapted to new safety challenges, including sourcing PPE for employees and ensuring that it is available as needed, implementing new protocols in their offices or in dealing with customers and patients (including expanding telehealth offerings), contracting with third parties to ensure that COVID tests and vaccines were available, and making work-from-home or other different working arrangements available when feasible.
Financial Information about Industry Segments The required segment and geographic data for the Company’s continuing operations (as described below) for three years ended December 31, 2020, 2021 and 2022 are shown in Note 5 of the Notes to Consolidated Financial Statements on pages 60-61 of the 2022 Annual Report to Stockholders and are incorporated herein by reference.
Financial Information about Industry Segments The required segment and geographic data for the Company’s continuing operations (as described below) for three years ended December 31, 2021, 2022 and 2023 are shown in Note 5 of the Notes to Consolidated Financial Statements on pages 59-60 of the 2023 Annual Report to Stockholders and are incorporated herein by reference.
VITAS and certain of its subsidiaries entered into a Corporate Integrity Agreement (“CIA”) with the Office of the Inspector General (“OIG”) on October 30, 2017 in connection with the settlement of a False Claims Act case. The CIA formalizes various aspects of VITAS’ already existing Compliance Program and contains requirements designed to document ongoing compliance with federal healthcare program requirements.
VITAS and certain of its subsidiaries entered into a Corporate Integrity Agreement (“CIA”) with the Office of the Inspector General (“OIG”) on October 30, 2017 in connection with the settlement of a False Claims Act case. The CIA formalized various aspects of VITAS’ already existing Compliance Program and contained requirements designed to document ongoing compliance with federal healthcare program requirements.
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.
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 formalized various aspects of VITAS’ already existing Compliance Program and contained requirements designed to document compliance with federal healthcare program requirements.
For example, in order to help with the attraction and retention of healthcare workers during the pandemic induced healthcare worker shortage, VITAS adopted the “Difference Maker Program” in July 2022 which provides stay-bonuses, for eligible existing employees and new employees who are hired during the application of the program.
For example, in order to help with the attraction and retention of healthcare workers during the pandemic induced healthcare worker shortage, VITAS adopted the “Difference Maker Program” in July 2022 which provided stay-bonuses, for eligible existing employees and new employees who were hired during the application of the program.
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 (“IRO”) to perform audit and review functions and to prepare reports regarding compliance with federal healthcare programs.
It had a term of five years during which it imposed monitoring, reporting, certification, oversight, screening and training obligations, certain of which had previously been implemented by VITAS. It also required VITAS to engage an Independent Review Organization (“IRO”) to perform audit and review functions and to prepare reports regarding compliance with federal healthcare programs.
Description of Business by Segment The information called for by this item is included within Note 5 of the Notes to Consolidated Financial Statements appearing on pages 60-61 of the 2022 Annual Report to Stockholders is incorporated herein by reference.
Description of Business by Segment The information called for by this item is included within Note 5 of the Notes to Consolidated Financial Statements appearing on pages 59-60 of the 2023 Annual Report to Stockholders is incorporated herein by reference.
CMS has recently started implementing a Targeted Probe and Educate (“TPE”) program, designed to improve compliance in submitting Medicare claims and reduce deficiencies. In the TPE program, a healthcare provider has up to three rounds of review to sufficiently improve results, or the provider may face significant action from CMS.
CMS is conducting a Targeted Probe and Educate (“TPE”) program, designed to improve compliance in submitting Medicare claims and reduce deficiencies. In the TPE program, a healthcare provider has up to three rounds of review to sufficiently improve results, or the provider may face significant action from CMS.
Hospice programs are required to recruit and train volunteers to provide patient care services or administrative services. Volunteer services must be provided in an amount equal to at least five percent of the total patient care hours provided by all paid hospice employees and contract staff. Licensure .
A registered nurse must be designated to coordinate the plan of care. Volunteers. Hospice programs are required to recruit and train volunteers to provide patient care services or administrative services. Volunteer services must be provided in an amount equal to at least five percent of the total patient care hours provided by all paid hospice employees and contract staff.
Accordingly, no provision for this contingent liability has been recorded. Although it is not presently possible to reliably project the timing of payments related to the Company’s potential liability for environmental costs, management believes that any adjustments to its recorded liability will not materially adversely affect its financial position or results of operations.
Although it is not presently possible to reliably project the timing of payments related to the Company’s potential liability for environmental costs, management believes that any adjustments to its recorded liability will not materially adversely affect its financial position or results of operations.
Any payments exceeding this overall hospice cap must be refunded by the hospice. This cap was set at $31,297.61 per admission for the twelve month period ended on September 30, 2022, increased to $32,486.92 for the twelve month period ending on September 30, 2023, and is adjusted annually to account for inflation.
Any payments exceeding this overall hospice cap must be refunded by the hospice. This cap was set at $32,486.92 per admission for the twelve month period ended on September 30, 2023, increased to $33,494.01 for the twelve month period ending on September 30, 2024, and is adjusted annually to account for inflation.
On July 31, 2022, the Centers for Medicare and Medicaid Services released the 2023 inflationary increase effective October 1, 2022, which was 3.8% Other Healthcare Regulations Federal and State Anti-Kickback Laws and Safe Harbor Provisions .
On August 10, 2023, the Centers for Medicare and Medicaid Services released the 2024 inflationary increase effective October 1, 2023, which was 3.1% Other Healthcare Regulations Federal and State Anti-Kickback Laws and Safe Harbor Provisions .
A hospice must provide ongoing training for its employees. Quality Assurance. A hospice must conduct ongoing and comprehensive self-assessments of the quality and appropriateness of care it provides and that its contractors provide under arrangements to hospice patients. Interdisciplinary Team . A hospice must designate an interdisciplinary team to provide or supervise hospice care services.
A hospice must provide ongoing training for its employees. Quality Assurance. A hospice must conduct ongoing and comprehensive self-assessments of the quality and appropriateness of care it provides and that its contractors provide under arrangements to hospice patients.
The interdisciplinary team develops and updates plans of care, and establishes policies governing the day-to-day provision of hospice services. The team must include at least a physician, registered nurse, social worker and spiritual or other counselor. A registered nurse must be designated to coordinate the plan of care. 3 Volunteers.
A hospice must designate an interdisciplinary team to provide or supervise hospice care services. The interdisciplinary team develops and updates plans of care, and establishes policies governing the day-to-day provision of hospice 3 services. The team must include at least a physician, registered nurse, social worker and spiritual or other counselor.
Human Capital Resources As of December 31, 2022, the Company, including its subsidiaries Roto-Rooter and VITAS, had a total of 14,167 employees.
Human Capital Resources As of December 31, 2023, the Company, including its subsidiaries Roto-Rooter and VITAS, had a total of 15,087 employees.
Diversity Maintaining a diverse and inclusive workforce is necessary to continue our success. Diverse perspectives help foster continued innovation. Moreover, as a provider of services, our businesses understand that a diverse and inclusive workforce is necessary to best identify and build relationships with our equally diverse customers and patients.
Moreover, as a provider of services, our businesses understand that a diverse and inclusive workforce is necessary to best identify and build relationships with our equally diverse customers and patients.
Survey reports and statements of deficiencies are common in the healthcare industry. In most cases, the hospice program and regulatory authorities will agree upon any steps to be taken to bring the hospice into compliance with applicable regulatory requirements.
In most cases, the hospice program and regulatory authorities will agree upon any steps to be taken to bring the hospice into compliance with applicable regulatory requirements.
Capital expenditures for the purpose of complying with environmental laws and regulations during 2021 and 2022 with respect to continuing operations are not material in amount; there can be no assurance, however, that presently unforeseen legislative enforcement actions will not require additional expenditures. The Company’s environmental policy is available on its website at ir.chemed.com/corporate-governance/highlights under governance documents.
Capital expenditures for the purpose of complying with environmental laws and regulations during 2022 and 2023 with respect to continuing operations are not material in amount; there can be no assurance, however, that presently unforeseen legislative enforcement actions will not require additional expenditures.
The Company cannot assure, however, that VITAS’ practices, if reviewed, would be found to be in compliance with applicable health regulatory laws, as such laws ultimately may be interpreted, or that any non-compliance with such laws would not have a material adverse effect, including an effect on its brand reputation, on VITAS.
The Company cannot assure, however, that VITAS’ practices, if reviewed, would be found to be in compliance with applicable health regulatory laws, as such laws ultimately may be interpreted, or that any non-compliance with such laws would not have a material adverse effect, including an effect on its brand reputation, on VITAS. 10 Environmental Matters Roto-Rooter’s operations are subject to various federal, state, and local laws and regulations regarding environmental matters and other aspects of the operation of a sewer and drain cleaning, plumbing, and water restoration services business.
The Company is contingently liable for additional DuBois-related environmental cleanup and related costs up to a maximum of $14.9 million. On the basis of a continuing evaluation of the Company’s potential liability, and in consultation with the Company’s environmental attorney, management believes that it is not probable this additional liability will be paid.
On the basis of a continuing evaluation of the Company’s potential liability, and in consultation with the Company’s environmental attorney, management believes that it is not probable this additional liability will be paid. Accordingly, no provision for this contingent liability has been recorded.
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 had a term of five years, during which it imposed monitoring, reporting, certification, oversight, screening and training obligations, certain of which had previously been implemented by VITAS. The term of the CIA has lapsed, and on June 22, 2023 the OIG confirmed that VITAS satisfied its requirements under the CIA and that the CIA was concluded.
Senior management and the Audit Committee of our Board of Directors are regularly briefed on cybersecurity matters. Acquisitions In 2022, Roto-Rooter acquired three franchises in New Jersey for a total of $2.29 million in cash. VITAS purchased the hospice assets of one Florida provider for $1.24 million in cash. No acquisitions were completed in 2021.
In 2022, Roto-Rooter acquired three franchises in New Jersey for a total of $2.29 million in cash. VITAS purchased the hospice assets of one Florida provider for $1.24 million in cash. No acquisitions were completed in 2021. 12 Available Information The Company’s Internet address is www.chemed.com.
At December 31, 2022, the Company’s accrual for its estimated liability for potential environmental cleanup and related costs arising from the 1991 sale of DuBois Chemicals Inc. (“DuBois”) amounted to $1.7 million. Of this balance, $899,000 is included in other liabilities and $826,000 is included in other current liabilities.
For certain other activities, such as septic tank and grease trap pumping, Roto-Rooter is subject to state and local environmental health and sanitation regulations. At December 31, 2023, the Company’s accrual for its estimated liability for potential environmental cleanup and related costs arising from the 1991 sale of DuBois Chemicals Inc. (“DuBois”) amounted to $1.7 million.
Both Roto-Rooter and VITAS highly value diversity in their workplaces and have established and maintained diverse workforces that are constantly evolving to better resemble the communities and populations that we serve. Cybersecurity The Company treats cybersecurity risk seriously and is focused on maintaining and regularly updating the security of our systems, networks, technologies and data.
Both Roto-Rooter and VITAS highly value diversity in their workplaces and have established and maintained diverse workforces that are constantly evolving to better resemble the communities and populations that we serve. Acquisitions In 2023, Roto-Rooter completed the acquisition of one franchise in South Carolina for $305,000 in cash and one franchise in Georgia for $3.689 million in cash.
If a qui tam relator’s claim is successful, he or she is entitled to share the government’s recovery.
Provisions in the Civil False Claims Act also permit individuals to bring actions against individuals or businesses in the name of the government as “qui tam” relators. If a qui tam relator’s claim is successful, he or she is entitled to share the government’s recovery.
In 2021, CMS added a vaccination requirement (with certain exceptions) to these standards for staff working at all CMS certified facilities, which will be subject to any audit. Regulators conduct periodic surveys of hospice programs and provide reports containing statements of deficiencies for alleged failure to comply with various regulatory requirements.
Regulators conduct periodic surveys of hospice programs and provide reports containing statements of deficiencies for alleged failure to comply with various regulatory requirements. Survey reports and statements of deficiencies are common in the healthcare industry.
Removed
Although the term of the CIA has lapsed, VITAS has certain obligations remaining under the CIA including, engaging an Independent Review Organization to perform auditing and review functions and to prepare reports regarding compliance with federal healthcare programs for the last year of the term of the CIA.
Added
In the fourth quarter of 2023, CMS finalized its regulations implementing a Special Focus Program (“SFP”) that is intended to identify “poor performing” hospices based on a number of indicators.
Removed
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. Certificate of Need Laws and Other Restrictions .
Added
The SFP will identify the bottom 10% of performers and provide additional oversight over the lowest 1% of performers to assist the programs with “continuous improvement.” While the effective date of the program was January 1, 2024, CMS has indicated that selection of hospices for the SFP is not anticipated to start until late in 2024. Interdisciplinary Team .
Removed
Although the term of the CIA has lapsed, VITAS has certain continued obligations under the agreement, including the IRO’s audit for the fifth year of the CIA. 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. Federal False Claims Acts.
Added
The term of the CIA has lapsed, and on June 22, 2023, the OIG confirmed that VITAS satisfied its obligation under the CIA and that the CIA was concluded. Federal False Claims Acts.
Removed
As described above, VITAS and certain of its subsidiaries entered into a CIA with the OIG on October 30, 2017 in connection with the prior settlement of a False Claims Act Case. The Civil False Claims Act prohibits the known filing of a false claim or the known use of false statements to obtain payments.
Added
Of this balance, $896,000 is included in other liabilities and $826,000 is included in other current liabilities. The Company is contingently liable for additional DuBois-related environmental cleanup and related costs up to a maximum of $14.9 million.
Removed
Environmental Matters Roto-Rooter’s operations are subject to various federal, state, and local laws and regulations regarding environmental matters and other aspects of the operation of a sewer and drain cleaning, plumbing, and water restoration services business. For certain other activities, such as septic tank and grease trap pumping, Roto-Rooter is subject to state and local environmental health and sanitation regulations.
Added
In October 2023, California enacted the Climate Corporate Data Accountability Act (SB 253) and Greenhouse Gases Climate-Related Financial Risk (SB 261).
Removed
The number and sophistication of attempts to disrupt or penetrate our systems continues to grow, specifically including the rapid increase on attempts against healthcare companies that was observed in early 2022. To combat the ever-increasing sophistication of cyberattacks, we are continuously working to improve methods for detecting and preventing attacks.
Added
Although regulations for these laws have not yet been finalized, these statutes will require the Company to report on its greenhouse gas emissions and report its climate-related financial risk, as well as efforts taken to mitigate that risk, beginning in 2026. The Company’s environmental policy is available on its website at ir.chemed.com/corporate-governance/highlights under governance documents.
Removed
We have implemented policies and procedures and developed specific training for our employees, including regular updates and reminders, to help prevent and mitigate any issues that may be caused by any attacks. Further, we regularly engage independent third-party cyber experts to test for vulnerabilities in our environment.
Added
Throughout the program, VITAS paid over $31.6 million in bonuses, and has $8.9 million remaining accrued at December 31, 2023 to pay bonuses earned through June 2024. Diversity Maintaining a diverse and inclusive workforce is necessary to continue our success. Diverse perspectives help foster continued innovation.
Removed
We also conduct our own internal simulations to help assess and strengthen our defenses. 12 We acknowledge that cyberattack risk may occur with our third-party technology service providers. High-profile cyberattacks have occurred at healthcare companies, credit bureaus, financial institutions, and other businesses for the purpose of acquiring the confidential information of individuals, including potential customers and patients.
Removed
We take measures to prevent and mitigate issues caused by any such attacks, including outreach to our providers and other third-parties that we engage with, in order to ascertain any potential downstream implications of known breaches. To date, the increase in cyberattacks has not resulted in any material disruption of our operations or material harm to our customers or patients.
Removed
However, while we have significant internal resources, policies and procedures designed to prevent or limit the effect of the possible failure, interruption or security breach of our information systems, there can be no assurance that any such failure, interruption or security breach will not occur in the future, or if they do occur, that they will be adequately addressed.
Removed
In 2020, Roto-Rooter completed the acquisition of a Roto-Rooter franchise and the related assets in Indiana for $2.2 million in cash. Available Information The Company’s Internet address is www.chemed.com.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

37 edited+9 added−12 removed81 unchanged
Biggest changeRoto-Rooter’s business could be disrupted and its growth and profitability negatively impacted if it is unable to attract and retain skilled employees. Throughout the COVID-19 pandemic, rules and regulations have been promulgated that could affect the ability for Roto-Rooter to hire new or retain current employees, particularly if those employees have decided not to get vaccinated against COVID-19.
Biggest changeWe cannot assure you that Roto-Rooter will be successful in attracting, retaining or training highly skilled personnel. Roto-Rooter’s business could be disrupted and its growth and profitability negatively impacted if it is unable to attract and retain skilled employees.
VITAS’ ability to comply with such regulations is a key factor in determining the success of its business. See the “Government Regulations” section of this 10-K for a greater description of these matters. VITAS maintains an internal regulatory compliance review program and from time to time retains regulatory counsel for guidance on compliance matters.
VITAS’ ability to comply with such regulations is a key factor in determining the success of its business. See the “Government Regulations” section of this 10-K for a greater description of these matters. 15 VITAS maintains an internal regulatory compliance review program and from time to time retains regulatory counsel for guidance on compliance matters.
In addition, changes in the way nursing homes are reimbursed for “room and board” services provided to hospice patients residing in nursing homes could affect VITAS’ ability to serve patients in nursing homes. 15 If VITAS is unable to maintain relationships with existing patient referral sources or to establish new referral sources, VITAS’ growth and profitability could be adversely affected.
In addition, changes in the way nursing homes are reimbursed for “room and board” services provided to hospice patients residing in nursing homes could affect VITAS’ ability to serve patients in nursing homes. If VITAS is unable to maintain relationships with existing patient referral sources or to establish new referral sources, VITAS’ growth and profitability could be adversely affected.
Although VITAS currently maintains liability insurance intended to cover certain claims, we cannot assure you that the coverage limits of such insurance policies will be adequate or that all such claims will be covered by the insurance. In addition, VITAS’ insurance policies must be renewed annually and may be subject to cancellation during the policy period.
Although VITAS currently maintains liability insurance intended to cover certain claims, we cannot 17 assure you that the coverage limits of such insurance policies will be adequate or that all such claims will be covered by the insurance. In addition, VITAS’ insurance policies must be renewed annually and may be subject to cancellation during the policy period.
In addition, the Medicare and Medicaid programs are subject to statutory and regulatory changes, retroactive and prospective rate and payment adjustments, administrative rulings, freezes and funding reductions, all of which may adversely affect the level of program payments and could have a material adverse effect on VITAS’ business.
In addition, the Medicare and Medicaid programs are subject to statutory and regulatory changes, retroactive and prospective rate and payment adjustments, administrative rulings, freezes and funding reductions, 14 all of which may adversely affect the level of program payments and could have a material adverse effect on VITAS’ business.
Our competitors may succeed in developing new or enhanced products and services more successful than ours and in marketing and selling existing and new products and services better than we do. In 13 addition, new competitors may emerge. We cannot make any assurances that we will continue to be able to compete successfully with any of these companies.
Our competitors may succeed in developing new or enhanced products and services more successful than ours and in marketing and selling existing and new products and services better than we do. In addition, new competitors may emerge. We cannot make any assurances that we will continue to be able to compete successfully with any of these companies.
Compliance with current and future HIPAA and HITECH requirements or any other federal or state privacy initiatives could require VITAS to make substantial investments, which could negatively impact its profitability and cash flows. 16 VITAS’ growth strategies may not be successful, which could adversely affect its business.
Compliance with current and future HIPAA and HITECH requirements or any other federal or state privacy initiatives could require VITAS to make substantial investments, which could negatively impact its profitability and cash flows. VITAS’ growth strategies may not be successful, which could adversely affect its business.
In many areas in which VITAS’ hospices are located, they compete with a large number of organizations, including: Community-based hospice providers; National and regional companies; Hospital-based hospice and palliative care programs; Physician groups; 17 Nursing homes; Home health agencies; Infusion therapy companies; and Nursing agencies.
In many areas in which VITAS’ hospices are located, they compete with a large number of organizations, including: Community-based hospice providers; National and regional companies; Hospital-based hospice and palliative care programs; Physician groups; Nursing homes; Home health agencies; Infusion therapy companies; and Nursing agencies.
While VITAS has been able to obtain liability insurance in the past, such insurance varies in cost, and may not be available in the future on terms acceptable to VITAS, if at all. 18 A successful claim in excess of the insurance coverage could have a material adverse effect on VITAS.
While VITAS has been able to obtain liability insurance in the past, such insurance varies in cost, and may not be available in the future on terms acceptable to VITAS, if at all. A successful claim in excess of the insurance coverage could have a material adverse effect on VITAS.
We cannot assure that VITAS will be able to maintain its existing relationships or that it will be able to develop and maintain new relationships in existing or new markets. Moreover, if pandemic-related shifts to referrals continue, it could materially adversely affect the business.
We cannot assure that VITAS will be able to maintain its existing relationships or that it will be able to develop and maintain new relationships in existing or new markets. Moreover, if pandemic-related or other shifts to referrals continue, it could materially adversely affect the business.
The healthcare industry is subject to extensive federal, state and local laws, rules and regulations relating to, among others: Payment for services; Conduct of operations, including fraud and abuse, anti-kickback prohibitions, self-referral prohibitions and false claims; Privacy and security of medical records; Employment practices; and Various state approval requirements, such as facility and professional licensure, certificate of need, compliance surveys and other certification or recertification requirements.
The healthcare industry is subject to extensive federal, state and local laws, rules and regulations relating to, among others: Payment for services; Conduct of operations, including quality assurance, fraud and abuse, anti-kickback prohibitions, self-referral prohibitions and false claims; Privacy and security of medical records; Employment practices; and Various state approval requirements, such as facility and professional licensure, certificate of need, compliance surveys and other certification or recertification requirements.
Increases in the wages and benefits required to attract and retain qualified nurses or an increase in reliance on contract nurses could negatively impact profitability.
Increases in 16 the wages and benefits required to attract and retain qualified nurses or an increase in reliance on contract nurses could negatively impact profitability.
VITAS’ headquarters and a significant portion of its operations are in south Florida The occurrence of a natural disaster in any region that VITAS has significant operations could have a negative impact on the business. VITAS’ headquarters are located in Miami, Florida. In addition, two of our largest programs and an office complex are in south Florida.
VITAS’ headquarters and a significant portion of its operations are in south Florida The occurrence of a natural disaster in any region that VITAS has significant operations could have a negative impact on the business. VITAS’ headquarters are located in south Florida. In addition, two of our largest programs and an office complex are in south 18 Florida.
Issues associated with the actual or perceived effects of COVID-19 or another epidemic, pandemic, or similar widespread public health concern, could adversely affect our businesses. Our businesses may be negatively impacted by the fear of exposure to or actual effects of COVID-19 or another epidemic, pandemic, or similar widespread public health concern.
Issues associated with the actual or perceived effects of another epidemic, pandemic, or similar widespread public health concern, could adversely affect our businesses. Our businesses may be negatively impacted by the fear of exposure to or actual effects of another epidemic, pandemic, or similar widespread public health concern as we experienced with the COVID-19 pandemic.
VITAS’ referral sources may refer their patients to other hospice care providers or not to a hospice provider at all. Additionally, because of the pandemic, VITAS has experienced significant changes in referral patterns and sources.
VITAS’ referral sources may refer their patients to other hospice care providers or not to a hospice provider at all. Additionally, during the pandemic, VITAS experienced significant changes in referral patterns and sources.
Similarly, due to the pandemic, there is currently a shortage of home health aides, who provide many of the hospice services provided by VITAS. VITAS has also adjusted its wages and benefits to recruit and retain home health and other aides.
Similarly, there recently has been a shortage of home health aides, who provide many of the hospice services provided by VITAS. VITAS has also adjusted its wages and benefits to recruit and retain home health and other aides.
The operating and financial restrictions and covenants in our instruments of indebtedness restrict our ability to incur additional debt; issue and sell capital stock of subsidiaries; sell assets; engage in transactions with affiliates; restrict distributions from subsidiaries; incur liens; engage in business other than permitted businesses; engage in sale/leaseback transactions; engage in mergers or consolidations; make capital expenditures; make guarantees; make investments and acquisitions; enter into operating leases; hedge interest rates; and prepay other debt. 19 Moreover, if we are unable to meet the terms of the financial covenants or if we breach any of these covenants, a default could result under one or more of these agreements.
The operating and financial restrictions and covenants in our instruments of indebtedness restrict our ability to incur additional debt; issue and sell capital stock of subsidiaries; sell assets; engage in transactions with affiliates; restrict distributions from subsidiaries; incur liens; engage in business other than permitted businesses; engage in sale/leaseback transactions; engage in mergers or consolidations; make capital expenditures; make guarantees; make investments and acquisitions; enter into operating leases; hedge interest rates; and prepay other debt.
A default, if not waived by our lenders, could accelerate repayment of our outstanding indebtedness. If acceleration occurs, we may not be able to repay our debt and it is unlikely that we would be able to borrow sufficient additional funds to refinance such debt on acceptable terms.
If acceleration occurs, we may not be able to repay our debt and it is unlikely that we would be able to borrow sufficient additional funds to refinance such debt on acceptable terms.
Such payments are made primarily on a “per diem” basis, subject to annual reimbursement caps. Because VITAS receives a per diem fee to provide eligible services to all patients, VITAS’ profitability is largely dependent upon its ability to manage the costs of providing hospice services to patients.
Because VITAS receives a per diem fee to provide eligible services to all patients, VITAS’ profitability is largely dependent upon its ability to manage the costs of providing hospice services to patients.
Regardless of the outcome, such litigation is costly to manage, investigate and defend, and the related defense costs, diversion of management’s time and related publicity may adversely affect the conduct of our business and the results of our operations. We have historically incurred debt to finance the operations of the Company.
We cannot assure you that we will prevail in pending cases. Regardless of the outcome, such litigation is costly to manage, investigate and defend, and the related defense costs, diversion of management’s time and related publicity may adversely affect the conduct of our business and the results of our operations.
Other risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, or results of operations.
Other risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business, financial condition, or results of operations. ROTO-ROOTER We face intense competition from numerous, fragmented competitors. If we do not compete effectively, our business may suffer. We face intense competition from numerous competitors.
VITAS maintains a reputation management risk program however, a loss of brand reputation at VITAS could adversely affect referral sources’ willingness to refer our service and thus, adversely affect our future operating performance.
VITAS maintains a reputation management risk program however, a loss of brand reputation at VITAS could adversely affect referral sources’ willingness to refer our service and thus, adversely affect our future operating performance. It is unclear what affects that CMS’ new Special Focus Program (“SFP”) may have on VITAS’ brand reputation.
VITAS VITAS is highly dependent on payments from Medicare and Medicaid. If there are changes in the rate or methods governing these payments, VITAS’ net patient service revenue and profits could be materially affected. In excess of 90% of VITAS’ net patient service revenue consists of payments from the Medicare and Medicaid programs.
If there are changes in the rate or methods governing these payments, VITAS’ net patient service revenue and profits could be materially affected. In excess of 95% of VITAS’ net patient service revenue consists of payments from the Medicare and Medicaid programs. Such payments are made primarily on a “per diem” basis, subject to annual reimbursement caps.
The Company has historically had debt service obligations and has the ability through its existing credit facility to incur debt that may restrict our operating flexibility. We cannot assure you that our cash flow from operations would be sufficient to service our future operating needs, which would require us to borrow additional funds, or restructure or otherwise refinance our debt.
We cannot assure you that our cash flow from operations would be sufficient to service our future operating needs, which would require us to borrow additional funds, or restructure or otherwise refinance our debt. In addition, the Company has the ability to expand its existing debt and borrowing capacity subject to various restrictions and covenants defined by its creditors.
The loss of one or more of Roto-Rooter’s key senior management personnel or its inability to hire and retain new skilled employees could negatively impact its ability to maintain or increase customer calls and jobs, a key aspect of its growth strategy, and could adversely affect its future operating results.
The loss of one or more of Roto-Rooter’s key senior management personnel or its inability to hire and retain new skilled employees could negatively impact its ability to maintain or increase customer calls and jobs, a key aspect of its growth strategy, and could adversely affect its future operating results. 13 Competition for skilled employees, particularly licensed plumbers, is intense, and the process of locating and recruiting skilled employees with the combination of qualifications and attributes required to adequately perform plumbing duties can be difficult and lengthy.
We cannot assure you that we will be able to implement our strategy fully or that the anticipated results of our strategy will be realized. Credit market conditions may make it difficult for us to obtain new financing or refinance our current debt on terms and conditions acceptable to us.
Credit market conditions may make it difficult for us to obtain new financing or refinance our current debt on terms and conditions acceptable to us.
Significant changes in these factors could result in a material change in the Company’s interest expense. 20 Our future ability to repay or to refinance our indebtedness and to pay interest on our indebtedness will depend on our operating performance, which may be affected by factors beyond our control.
Our future ability to repay or to refinance our indebtedness and to pay interest on our indebtedness will depend on our operating performance, which may be affected by factors beyond our control. These factors could include operating difficulties, increased operating costs, our competitors’ actions and regulatory developments.
The application of Section 203 could have the effect of delaying or preventing a change of control that could be advantageous to stockholders. Additionally, the FTC and other antitrust regulators have recently heightened their scrutiny of both horizontal and vertical merges in healthcare which could delay or prevent potential acquisitions, divestitures or a change in control.
Additionally, the FTC and other antitrust regulators have recently heightened their scrutiny of both horizontal and vertical merges in healthcare which could delay or prevent potential acquisitions, divestitures or a change in control. 19 An adverse ruling against us in certain litigation could have an adverse effect on our financial condition and results of operations.
An adverse ruling against us in certain litigation could have an adverse effect on our financial condition and results of operations. We are involved in litigation incidental to the conduct of our business currently and from time to time. The damages claimed against us in some of these cases can be substantial.
We are involved in litigation incidental to the conduct of our business currently and from time to time. The damages claimed against us in some of these cases can be substantial. See the “Legal Proceedings” sections of this 10-K and the Notes to the Consolidated Financial Statements for discussion of particular matters.
We utilize those same systems to perform our day-to-day activities, such as receiving customer calls, dispatching technicians to jobs, and maintaining an accurate record of all transactions. We have not experienced any known system/data breaches on our information technology systems that compromised customer data or the company’s proprietary data.
Cybersecurity Our information technology systems hold sensitive customer information in the ordinary course of business, including names, addresses, and partial credit card information. We utilize those same systems to perform our day-to-day activities, such as receiving customer calls, dispatching technicians to jobs, and maintaining an accurate record of all transactions.
We obtain internal control reports from key vendors that maintain company data or process company transactions on a yearly basis. We review these reports to detect any potential cybersecurity issues. However, these safeguards do not ensure that a significant system/data breach may occur.
Roto-Rooter has developed and tested a response plan in the event of a successful system/data breach and maintains commercial insurance related to cyber-security. We obtain internal control reports from key vendors that maintain company data or process company transactions on a yearly basis. We review these reports to detect any potential cybersecurity issues.
Adverse publicity, litigation or on-line negative reviews focused on the Roto-Rooter brand could negatively impact Roto-Rooter’s national reputation resulting in decreased future demand for Roto-Rooter branded services. Roto-Rooter maintains a reputation management risk program, however, a loss of brand reputation at Roto-Rooter could adversely affect consumer willingness to use our service and thus, adversely affect our future operating performance.
Roto-Rooter maintains a reputation management risk program, however, a loss of brand reputation at Roto-Rooter could adversely affect consumer willingness to use our service and thus, adversely affect our future operating performance. VITAS VITAS is highly dependent on payments from Medicare and Medicaid.
In addition, the Company has the ability to expand its existing debt and borrowing capacity subject to various restrictions and covenants defined by its creditors. The interest rate the Company pays will fluctuate from time to time based upon a number of factors including current SOFR rates and Company operating performance.
The interest rate the Company pays will fluctuate from time to time based upon a number of factors including current SOFR rates and Company operating performance. Significant changes in these factors could result in a material change in the Company’s interest expense.
We maintain our information technology systems with safeguard protection against cyber-attacks, including intrusion detection and protection services, firewalls, and virus detection software. Every month, we test our information technology systems using cyber-scanning software and other methods to learn how a successful system/data breach may occur.
Every month, we test our information technology systems using cyber-scanning software and other methods to learn how a successful system/data breach may occur. If a deficiency is detected, our IT staff will log and remediate the deficiency prescribed by the vendor or manufacturer.
These factors could include operating difficulties, increased operating costs, our competitors’ actions and regulatory developments. Our ability to meet our debt service and other obligations may depend in significant part on the extent to which we successfully implement our business strategy.
Our ability to meet our debt service and other obligations may depend in significant part on the extent to which we successfully implement our business strategy. We cannot assure you that we will be able to implement our strategy fully or that the anticipated results of our strategy will be realized.
A successful attack on our information technology systems could significantly affect the business, including liability for compromised customer information and business interruption. 14 Roto-Rooter’s success is highly dependent on its brand reputation Roto-Rooter’s national reputation and brand image for performing necessary, high quality services in a timely manner is critical to Roto-Rooter’s continued success.
Roto-Rooter’s success is highly dependent on its brand reputation Roto-Rooter’s national reputation and brand image for performing necessary, high quality services in a timely manner is critical to Roto-Rooter’s continued success. Adverse publicity, litigation or on-line negative reviews focused on the Roto-Rooter brand could negatively impact Roto-Rooter’s national reputation resulting in decreased future demand for Roto-Rooter branded services.
Due to the pandemic, certain roles have been conducted remotely, increasing the role and importance of our information technology and security systems.
However, these safeguards do not ensure that a significant system/data breach may occur. Due to the pandemic, certain roles have been conducted remotely, increasing the role and importance of our information technology and security systems. A successful attack on our information technology systems could significantly affect the business, including liability for compromised customer information and business interruption.
Removed
We continue to closely monitor the impact of the COVID-19 pandemic on all aspects of our business and geographies, including how it will impact our customers, team members, suppliers, vendors, business partners and distribution channels.
Added
We have not experienced any known modern system/data breaches on our information technology systems that compromised customer data or the company’s proprietary data. We maintain our information technology systems with safeguard protection against cyber-attacks, including intrusion detection and protection services, firewalls, and virus detection software.
Removed
The COVID-19 pandemic has created significant volatility, uncertainty and economic disruption, which has and will continue to adversely affect our business operations and may materially and adversely affect our results of operations, cash flows and financial position.
Added
Additionally, jurisdictions where VITAS operates where competition is limited by Certificates of Need, may remove or lessen these restrictions, which could increase competition.
Removed
For additional information regarding specific risk factors related to COVID-19 pandemic, see Management’s Discussion and Analysis of Financial Condition and Results of Operation under Part I., Item 2 of this Annual Report on Form-10K. ROTO-ROOTER We face intense competition from numerous, fragmented competitors. If we do not compete effectively, our business may suffer. We face intense competition from numerous competitors.
Added
In the event that CMS selects hospices for the SFP program utilizing the current algorithm, it is possible that certain VITAS hospice locations are included in the hospices that the algorithm identifies within the bottom 10% or even bottom 1% of hospices.
Removed
Competition for skilled employees, particularly licensed plumbers, is intense, and the process of locating and recruiting skilled employees with the combination of qualifications and attributes required to adequately perform plumbing duties can be difficult and lengthy. We cannot assure you that Roto-Rooter will be successful in attracting, retaining or training highly skilled personnel.
Added
Although CMS has stated that providers will not be able to replicate the results of the algorithm because not all information utilized by CMS has been made public, given what is known, large providers appear to be significantly more likely to be identified as poor performers because the formula does not account for size of program when analyzing the number of substantiated complaints.
Removed
In the event that new rules or regulations are promulgated that regulate the ability of employees to continue to be employed in the event that they are not vaccinated, or be employed only under certain testing or other restrictions, Roto-Rooter could lose a significant percentage of its workforce, particularly in the event that the terms of the rules or regulations would treat Roto-Rooter differently than its competitors.
Added
Additionally, providers who submit Consumer Assessment of Healthcare Providers and Systems (“CAHPS”) scores (as VITAS does) appear to be more likely to be identified as poor performers. In the event that one or more VITAS programs is identified in the bottom 10% of hospices, it could negatively affect VITAS’ brand reputation in a material adverse manner.
Removed
Such a loss could have a material adverse effect on Roto-Rooter’s ability to service its customers and on its revenues Cybersecurity Our information technology systems hold sensitive customer information in the ordinary course of business, including names, addresses, and partial credit card information.
Added
Additionally, if any VITAS program is identified in the bottom 1% of hospices and placed in the SFP, it will have additional governmental oversight and intervention that could materially adversely affect the operations and profitability of such program.
Removed
If a deficiency is detected, our IT staff will log and remediate the deficiency prescribed by the vendor or manufacturer. Roto-Rooter has developed and tested a response plan in the event of a successful system/data breach and maintains commercial insurance related to cyber-security.
Added
Moreover, if we are unable to meet the terms of the financial covenants or if we breach any of these covenants, a default could result under one or more of these agreements. A default, if not waived by our lenders, could accelerate repayment of our outstanding indebtedness.
Removed
If VITAS fails to comply with the terms of the CIA, it could be subject to substantial monetary penalties or suspension or exclusion from participation in the Medicare and Medicaid programs.
Added
The application of Section 203 could have the effect of delaying or preventing a change of control that could be advantageous to stockholders.
Removed
VITAS and certain of its subsidiaries entered into a CIA with the Office of the OIG on October 30, 2017 in connection with the settlement of a False Claims Act case. The CIA formalizes various aspects of VITAS’ already existing compliance program and contains requirements designed to document compliance with federal healthcare program requirements.
Added
We have historically incurred debt to finance the operations of the Company. The Company has historically had debt service obligations and has the ability through its existing credit facility to incur debt that may restrict our operating flexibility.
Removed
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 and certain of the obligations extend beyond the five-year term.
Removed
It also required VITAS to engage an Independent Review Organization to perform auditing 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.
Removed
See the “Legal Proceedings” sections of this 10-K and the Notes to the Consolidated Financial Statements for discussion of particular matters. We cannot assure you that we will prevail in pending cases.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeVITAS, headquartered in Miami, operates 50 programs from 170 leased and owned facilities and 26 inpatient units in 16 states and the District of Columbia. All “owned” property is held in fee and is subject to the security interests of the holders of our debt instruments. The leased properties have lease terms ranging from monthly to ten years.
Biggest changeVITAS, headquartered in south Florida, operates 50 programs from 170 leased and owned facilities and 25 inpatient units in 16 states and the District of Columbia. All “owned” property is held in fee and is subject to the security interests of the holders of our debt instruments. The leased properties have lease terms ranging from monthly to ten years.
Item 2. Properties The Company’s corporate offices and the headquarters for Roto-Rooter are located in Cincinnati, Ohio. Roto-Rooter has manufacturing and distribution center facilities in West Des Moines, Iowa and has 339 leased and owned office and service facilities in 34 states.
Item 2. Properties The Company’s corporate offices and the headquarters for Roto-Rooter are located in Cincinnati, Ohio. Roto-Rooter has manufacturing and distribution center facilities in West Des Moines, Iowa and has 369 leased and owned office and service facilities in 34 states.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest change(6) Mr. B.C. Judkins is a Vice President and the Secretary and Chief Legal Officer of the Company. He has held these positions since August 2020. Prior to that he served as Vice President and Counsel from January 2019.
Biggest changeHe has held these positions since May 2012, January 2024, and May 2017 respectively. Prior to that he served as Assistant Vice President and Assistant Controller from July 2005. (5) Mr. B.C. Judkins is a Vice President and the Secretary and Chief Legal Officer of the Company. He has held these positions since August 2020.
Previously, he served as a Senior Vice President of Roto-Rooter Services Company from May 1997 to January 1999. (4) Mr. N.M. Westfall is an Executive Vice President of the Company and has held this position since June 2016.
Previously, he served as a Senior Vice President of Roto-Rooter Services Company from May 1997 to January 1999. (3) Mr. N.M. Westfall is an Executive Vice President of the Company and has held this position since June 2016.
Previously, he served as an Executive Vice President, Secretary and General Counsel of the Company, since November 1993, August 1986 and August 1986, respectively. He previously held the position of Vice President of the Company, from August 1986 to May 1992. (2) Mr. D.P.
Previously, he served as an Executive Vice President, Secretary and General Counsel of the Company, since November 1993, August 1986 and August 1986, respectively. He previously held the position of Vice President of the Company, from August 1986 to May 1992. (2) Mr. S.S.
Westfall 44 Executive Vice President June 16, 2016 (4) Michael D. Witzeman 52 Vice President and Controller May 21, 2012 (5) Brian C. Judkins 42 Vice President and Chief Legal Officer August 31, 2020 (6) (1) Mr. K.J. McNamara is President and Chief Executive Officer of the Company and has held these positions since August 1994 and May 2001, respectively.
Witzeman 53 Vice President, Chief Financial Officer, and Controller May 21, 2012 (4) Brian C. Judkins 43 Vice President and Chief Legal Officer August 31, 2020 (5) (1) Mr. K.J. McNamara is President and Chief Executive Officer of the Company and has held these positions since August 1994 and May 2001, respectively.
Item 4. Mine Safety Disclosures None ‎ 21 Executive Officers of the Company Name Age Office First Elected Kevin J. McNamara 69 President and Chief Executive Officer August 2, 1994 (1) David P. Williams 62 Executive Vice President and Chief Financial Officer March 5, 2004 (2) Spencer S. Lee 67 Executive Vice President May 15, 2000 (3) Nicholas M.
Item 4. Mine Safety Disclosures None ‎ 21 Executive Officers of the Company Name Age Office First Elected Kevin J. McNamara 70 President and Chief Executive Officer August 2, 1994 (1) Spencer S. Lee 68 Executive Vice President May 15, 2000 (2) Nicholas M. Westfall 45 Executive Vice President June 16, 2016 (3) Michael D.
Each executive officer holds office until the annual election at the next annual organizational meeting of the Board of Directors of the Company which is scheduled to be held on May 15, 2023. PART II
Prior to that he served as Vice President and Counsel from January 2019. Each executive officer holds office until the annual election at the next annual organizational meeting of the Board of Directors of the Company which is scheduled to be held on May 20, 2024. PART II
Prior to that he served as Director of Information Technology and Operations for Chemed from May 2009 to April 2012. (5) Mr. M.D. Witzeman is a Vice President and Controller of the Company. He has held these positions since May 2012 and May 2017 respectively. Prior to that he served as Assistant Vice President and Assistant Controller from July 2005.
Prior to that he served as Director of Information Technology and Operations for Chemed from May 2009 to April 2012. (4) Mr. M.D. Witzeman is a Vice President, Chief Financial Officer, and Controller of the Company. Mr. Witzeman was promoted to Chief Financial Officer in January of 2024.
Removed
Williams is an Executive Vice President and the Chief Financial Officer of the company and has held these positions since August 2007 and March 2004, respectively. Mr. Williams is also Senior Vice President and Chief Financial Officer of Roto-Rooter Group, Inc., and has held these positions since January 1999. (3) Mr. S.S.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThis number only includes stockholders of record and does not include stockholders with shares beneficially held in nominee name or within clearinghouse positions of brokers, banks or other institutions. 22 During 2022, the number of shares of Capital Stock repurchased by the Company, the weighted average price paid for each share, the cumulative shares repurchased under each program and the dollar amounts remaining under each program were as follows: Company Purchase of Shares of Capital Stock 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, 2022 - $ - 10,225,654 $ 201,941,318 February 1 through February 28, 2022 - - 10,225,654 201,941,318 March 1 through March 31, 2022 57,500 475.71 10,283,154 $ 174,587,938 First Quarter Total 57,500 $ 475.71 April 1 through April 30, 2022 4,932 $ 493.81 10,288,086 $ 172,152,453 May 1 through May 31, 2022 95,068 498.86 10,383,154 124,726,992 June 1 through June 30, 2022 - - 10,383,154 $ 124,726,992 Second Quarter Total 100,000 $ 498.61 July 1 through July 31, 2022 - $ - 10,383,154 $ 124,726,992 August 1 through August 31, 2022 50,000 477.68 10,433,154 100,842,823 September 1 through September 30, 2022 - - 10,433,154 $ 100,842,823 Third Quarter Total 50,000 $ 477.68 October 1 through October 31, 2022 - $ - 10,433,154 $ 100,842,823 November 1 through November 30, 2022 - - 10,433,154 100,842,823 December 1 through December 31, 2022 25,000 519.00 10,458,154 $ 87,867,735 Fourth Quarter Total 25,000 $ 519.00 23 As of December 31, 2022, the number of stock options and performance share units outstanding under the Company’s equity compensation plans, the weighted average exercise price of outstanding options, and the number of securities remaining available for issuance were as follows: EQUITY COMPENSATION PLAN INFORMATION Number of securities to be issued upon exercise of outstanding warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column) Plan Category Equity compensation plans approved by stockholders (1) 1,219,986 $ 418.98 1,184,482 (1) Amount includes 38,832 shares allocated to certain employees which vest upon attainment of specified earnings per share targets and specified total shareholder return targets. 24 Comparative Stock Performance The graph below compares the yearly percentage change in the Company’s cumulative total stockholder return on Capital Stock (as measured by dividing (i) the sum of (A) the cumulative amount of dividends for the period December 31, 2017, to December 31, 2022, assuming dividend reinvestment, and (B) the difference between the Company’s share price at December 31, 2017 and December 31, 2022; by (ii) the share price at December 31, 2017) with the cumulative total return, assuming reinvestment of dividends, of the (1) S&P 500 Stock Index and (2) Dow Jones Industrial Diversified Index. ‎ 25 Item 6.
Biggest changeThis number only includes stockholders of record and does not include stockholders with shares beneficially held in nominee name or within clearinghouse positions of brokers, banks or other institutions. 22 During 2023, the number of shares of Capital Stock repurchased by the Company, the weighted average price paid for each share, the cumulative shares repurchased under each program and the dollar amounts remaining under each program were as follows: Company Purchase of Shares of Capital Stock 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, 2023 - $ - 10,458,154 $ 87,867,735 February 1 through February 28, 2023 - - 10,458,154 87,867,735 March 1 through March 31, 2023 - - 10,458,154 $ 87,867,735 First Quarter Total - $ April 1 through April 30, 2023 - $ 10,458,154 $ 87,867,735 May 1 through May 31, 2023 16,620 537.12 10,474,774 78,940,805 June 1 through June 30, 2023 8,380 536.71 10,483,154 $ 74,443,156 Second Quarter Total 25,000 $ 536.98 July 1 through July 31, 2023 - $ - 10,483,154 $ 74,443,156 August 1 through August 31, 2023 11,206 508.01 10,494,360 68,750,411 September 1 through September 30, 2023 17,251 501.52 10,511,611 $ 60,098,765 Third Quarter Total 28,457 $ 504.07 October 1 through October 31, 2023 - $ - 10,511,611 $ 60,098,765 November 1 through November 30, 2023 (1) 40,000 581.62 10,551,611 336,834,085 December 1 through December 31, 2023 39,512 576.52 10,591,123 $ 314,054,431 Fourth Quarter Total 79,512 $ 579.09 (1) In November 2023, our Board of Directors authorized an additional $300 million under the February 2011 Repurchase Program. 23 As of December 31, 2023, the number of stock options and performance share units outstanding under the Company’s equity compensation plans, the weighted average exercise price of outstanding options, and the number of securities remaining available for issuance were as follows: EQUITY COMPENSATION PLAN INFORMATION Number of securities to be issued upon exercise of outstanding warrants and rights Weighted-average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column) Plan Category Equity compensation plans approved by stockholders (1) 1,161,957 $ 445.12 1,117,223 (1) Amount includes 44,734 shares allocated to certain employees which vest upon attainment of specified earnings per share targets and specified total shareholder return targets. 24 Comparative Stock Performance The graph below compares the yearly percentage change in the Company’s cumulative total stockholder return on Capital Stock (as measured by dividing (i) the sum of (A) the cumulative amount of dividends for the period December 31, 2018, to December 31, 2023, assuming dividend reinvestment, and (B) the difference between the Company’s share price at December 31, 2018 and December 31, 2023; by (ii) the share price at December 31, 2018) with the cumulative total return, assuming reinvestment of dividends, of the (1) S&P 500 Stock Index and (2) Dow Jones Industrial Diversified Index. ‎ 25 Item 6.
Res erved Item 7. M anagement’s Discussion and Analysis of Financial Conditions and Results of Operations The information called for by this Item is set forth on pages 75 through 93 of the 2022 Annual Report to Stockholders and is incorporated herein by reference.
Res erved Item 7. M anagement’s Discussion and Analysis of Financial Conditions and Results of Operations The information called for by this Item is set forth on pages 74 through 92 of the 2023 Annual Report to Stockholders and is incorporated herein by reference.
As of February 10, 2023, there were approximately 1,301 stockholders of record of the Company’s Capital Stock.
As of February 9, 2024, there were approximately 1,231 stockholders of record of the Company’s Capital Stock.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

1 edited+0 added−0 removed1 unchanged
Biggest changeThe 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. The market value of the Company’s long-term debt at December 31, 2022 is approximately $97.5 million which equals the carrying value as all outstanding debt is at a variable interest rate.
Biggest changeThe 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. The Company did not have long-term debt at December 31, 2023.

Other CHE 10-K year-over-year comparisons