Service Corporation International
SCI
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Service Corporation International - 10-Q quarterly report FY


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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 10-Q
   
þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2009
Or
   
o  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission file number 1-6402-1
SERVICE CORPORATION INTERNATIONAL
(Exact name of registrant as specified in its charter)
   
Texas
(State or other jurisdiction of incorporation or organization)
 74-1488375
(I. R. S. employer identification number)
1929 Allen Parkway, Houston, Texas 77019
(Address of principal executive offices) (Zip code)
713-522-5141
(Registrant’s telephone number, including area code)
None
(Former name, former address, or former fiscal year, if changed since last report)
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 þ NO o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YESo NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
       
Large accelerated filer þ Accelerated filer o Non-accelerated filer o(Do not check if a smaller reporting company) Smaller reporting company o
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). YES o NO þ
The number of shares outstanding of the registrant’s common stock as of November 3, 2009 was 253,384,884 (net of treasury shares).
 
 

 


 


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GLOSSARY
The following terms are common to the deathcare industry, are used throughout this report, and have the following meanings:
Atneed — Funeral and cemetery arrangements after a death has occurred.
Burial Vaults — A reinforced container intended to house and protect the casket before it is placed in the ground.
Cemetery Perpetual Care or Endowment Care Fund— A trust fund established for the purpose of maintaining cemetery grounds and property into perpetuity.
Cremation — The reduction of human remains to bone fragments by intense heat.
General Agency (GA) Revenues — Commissions we receive from third-party life insurance companies for life insurance policies or annuities sold to preneed customers for the purpose of funding preneed funeral arrangements. The commission rate paid is determined based on the product type sold, the length of payment terms, and the age of the insured/annuitant.
Interment — The burial or final placement of human remains in the ground.
Lawn Crypt — An underground outer burial receptacle constructed of concrete and reinforced steel, which is usually pre-installed in predetermined designated areas.
Marker — A method of identifying a deceased person in a particular burial space, crypt, or niche. Permanent burial markers are usually made of bronze, granite, or stone.
Maturity — When the underlying contracted service is performed or merchandise is delivered, typically at death. This is the point at which preneed contracts are converted to atneed contracts (note — delivery of certain merchandise and services can occur prior to death).
Mausoleum — An above ground structure that is designed to house caskets and cremation urns.
Preneed — Purchase of products and services prior to use.
Preneed Backlog — Future revenues from unfulfilled preneed funeral and cemetery contractual arrangements.
Production — Sales of preneed funeral and preneed or atneed cemetery contracts.
As used herein, “SCI”, “Company”, “we”, “our”, and “us” refer to Service Corporation International and companies owned directly or indirectly by Service Corporation International, unless the context requires otherwise.

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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
SERVICE CORPORATION INTERNATIONAL
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(In thousands, except per share amounts)
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
Revenues
 $497,217  $516,439  $1,521,761  $1,638,672 
Costs and expenses
  (396,054)  (434,171)  (1,218,653)  (1,311,646)
 
            
Gross profit
  101,163   82,268   303,108   327,026 
General and administrative expenses
  (20,961)  (16,110)  (69,213)  (62,840)
Loss on divestitures and impairment charges, net
  (2,221)  (12,819)  (1,280)  (28,723)
Hurricane expense, net
     (4,313)     (4,313)
Other operating income, net
           585 
 
            
Operating income
  77,981   49,026   232,615   231,735 
Interest expense
  (29,383)  (33,222)  (93,439)  (100,602)
Gain on early extinguishment of debt
  482      3,922    
Interest income
  584   1,128   1,872   4,502 
Other income (expense), net
  301   (1,000)  (442)  (1,061)
 
            
Income from continuing operations before income taxes
  49,965   15,932   144,528   134,574 
Provision for income taxes
  (19,403)  (1,160)  (56,006)  (46,524)
 
            
Income from continuing operations
  30,562   14,772   88,522   88,050 
Loss from discontinued operations (net of income tax benefit of $0, $0, $0, and $195, respectively)
           (362)
 
            
Net income
  30,562   14,772   88,522   87,688 
Net loss (income) attributable to noncontrolling interests
  600   (133)  274   (133)
 
            
Net income attributable to common stockholders
 $31,162  $14,639  $88,796  $87,555 
 
            
Basic earnings per share:
                
Income from continuing operations attributable to common stockholders
 $.12  $.06  $.35  $.34 
Net income attributable to common stockholders
 $.12  $.06  $.35  $.34 
Diluted earnings per share:
                
Income from continuing operations attributable to common stockholders
 $.12  $.06  $.35  $.33 
Net income attributable to common stockholders
 $.12  $.06  $.35  $.33 
Basic weighted average number of shares
  251,765   257,408   250,858   259,505 
 
            
Diluted weighted average number of shares
  253,048   260,370   251,272   263,002 
 
            
Dividends declared per share
 $.04  $.04  $.12  $.12 
 
            
(See notes to unaudited condensed consolidated financial statements)

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SERVICE CORPORATION INTERNATIONAL
CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(In thousands, except share amounts)
         
  September 30, 2009  December 31, 2008 
Assets
        
Current assets:
        
Cash and cash equivalents
 $233,485  $128,397 
Receivables, net
  71,829   96,145 
Inventories
  30,717   31,603 
Deferred tax asset
  79,571   79,571 
Current assets held for sale
  1,512   1,279 
Other
  20,189   18,515 
 
      
Total current assets
  437,303   355,510 
 
      
Preneed funeral receivables, net and trust investments
  1,313,363   1,191,692 
Preneed cemetery receivables, net and trust investments
  1,310,989   1,062,952 
Cemetery property, at cost
  1,459,350   1,458,981 
Property and equipment, net
  1,546,670   1,567,875 
Non-current assets held for sale
  103,242   97,512 
Goodwill
  1,175,528   1,178,969 
Deferred charges and other assets
  368,593   452,634 
Cemetery perpetual care trust investments
  848,159   744,758 
 
      
 
 $8,563,197  $8,110,883 
 
      
 
        
Liabilities & Equity
        
Current liabilities:
        
Accounts payable and accrued liabilities
 $299,934  $294,859 
Current maturities of long-term debt
  26,061   27,104 
Current liabilities held for sale
  625   465 
Income taxes
  1,623   4,354 
 
      
Total current liabilities
  328,243   326,782 
 
      
Long-term debt
  1,717,507   1,821,404 
Deferred preneed funeral revenues
  600,653   588,198 
Deferred preneed cemetery revenues
  812,390   771,117 
Deferred income taxes
  329,956   288,677 
Non-current liabilities held for sale
  80,181   75,537 
Other liabilities
  321,992   356,090 
Deferred preneed funeral and cemetery receipts held in trust
  2,103,825   1,817,665 
Care trusts’ corpus
  849,459   772,234 
Commitments and contingencies (Note 15)
        
Equity:
        
Common stock, $1 per share par value, 500,000,000 shares authorized, 253,594,517, and 249,953,075 shares issued, respectively, 253,184,884 and 249,472,075 shares outstanding, respectively
  253,185   249,472 
Capital in excess of par value
  1,721,253   1,733,814 
Accumulated deficit
  (637,960)  (726,756)
Accumulated other comprehensive income
  82,893   36,649 
 
      
Total common stockholders’ equity
  1,419,371   1,293,179 
Noncontrolling interests
  (380)   
 
      
Total equity
  1,418,991   1,293,179 
 
      
 
 $8,563,197  $8,110,883 
 
      
(See notes to unaudited condensed consolidated financial statements)

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SERVICE CORPORATION INTERNATIONAL
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(In thousands)
         
  Nine Months Ended 
  September 30, 
  2009  2008 
Cash flows from operating activities:
        
Net income
 $88,522  $87,688 
Adjustments to reconcile net income to net cash provided by operating activities:
        
Loss from discontinued operations, net of tax
     362 
Gain on early extinguishment of debt, net
  (3,922)   
Depreciation and amortization
  82,821   84,219 
Amortization of intangible assets
  16,148   18,145 
Amortization of cemetery property
  21,723   23,824 
Amortization of loan costs
  2,526   2,718 
Provision for doubtful accounts
  8,606   6,768 
Provision for deferred income taxes
  42,418   94,107 
Loss on divestitures and impairment charges, net
  1,280   28,723 
Share-based compensation
  7,505   7,626 
Excess tax benefits from share-based awards
     (3,219)
Change in assets and liabilities, net of effects from acquisitions and divestitures:
        
Decrease in receivables
  13,296   7,786 
Decrease (increase) in other assets
  12,916   (71,977)
Increase (decrease) in payables and other liabilities
  21,285   (92,603)
Effect of preneed funeral production and maturities:
        
Decrease in preneed funeral receivables, net and trust investments
  18,645   8,605 
Increase in deferred preneed funeral revenue
  8,679   23,229 
Decrease in deferred preneed funeral receipts held in trust
  (24,858)  (25,284)
Effect of cemetery production and maturities:
        
(Increase) decrease in preneed cemetery receivables, net and trust investments
  (27,019)  29,734 
Increase in deferred preneed cemetery revenue
  20,590   23,186 
Decrease in deferred preneed cemetery receipts held in trust
  (5,811)  (19,596)
Other
  (1)  (592)
 
      
Net cash provided by operating activities
  305,349   233,449 
Cash flows from investing activities:
        
Capital expenditures
  (62,460)  (108,324)
Proceeds from divestitures and sales of property and equipment, net
  20,984   19,221 
Acquisitions
  (3,359)  (8,545)
Net deposits of restricted funds and other
  (1,023)  (21,476)
 
      
Net cash used in investing activities from continuing operations
  (45,858)  (119,124)
Net cash provided by investing activities from discontinued operations
     858 
 
      
Net cash used in investing activities
  (45,858)  (118,266)
Cash flows from financing activities:
        
Proceeds from the issuance of long-term debt
     72,807 
Payments of debt
  (118,436)  (54,403)
Principal payments on capital leases
  (18,704)  (18,550)
Purchase of Company common stock
     (79,470)
Proceeds from exercise of stock options
  13,405   6,097 
Excess tax benefits from share-based awards
     3,219 
Payments of dividends
  (30,060)  (31,166)
Bank overdrafts and other
  (9,240)  (8,757)
 
      
Net cash used in financing activities
  (163,035)  (110,223)
Effect of foreign currency on cash and cash equivalents
  8,632   (1,651)
 
      
Net increase in cash and cash equivalents
  105,088   3,309 
Cash and cash equivalents at beginning of period
  128,397   168,594 
 
      
Cash and cash equivalents at end of period
 $233,485  $171,903 
 
      
(See notes to unaudited condensed consolidated financial statements)

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SERVICE CORPORATION INTERNATIONAL
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(UNAUDITED)
(In thousands)
                              
                   Accumulated       
           Capital in      Other       
  Outstanding   Common  Excess of  Accumulated  Comprehensive  Noncontrolling    
  Shares   Stock  Par Value  Deficit  Income  Interests  Total 
Balance at December 31, 2008
  249,472   $249,472  $1,733,814  $(726,756) $36,649  $  $1,293,179 
Net income
               88,796       (274)  88,522 
Other comprehensive income
                   46,244       46,244 
Dividends declared on common stock ($.12 per share)
           (30,212)              (30,212)
Employee share-based compensation earned
           7,505               7,505 
Stock option exercises
  2,811    2,811   10,594               13,405 
Restricted stock awards, net of forfeitures
  830    830   (830)               
Issuance of shares from treasury
  72    72   382               454 
Other
                       (106)  (106)
 
                      
Balance at September 30, 2009
  253,185   $253,185  $1,721,253  $(637,960) $82,893  $(380) $1,418,991 
 
                      
(See notes to unaudited condensed consolidated financial statements)

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SERVICE CORPORATION INTERNATIONAL
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)
1. Nature of Operations
     We are North America’s largest provider of deathcare products and services, with a network of funeral service locations and cemeteries primarily operating in the United States and Canada. Our operations consist of funeral service locations, cemeteries, funeral service/cemetery combination locations, crematoria, and related businesses.
     Funeral service locations provide all professional services relating to funerals and cremations, including the use of funeral facilities and motor vehicles and preparation and embalming services. Funeral-related merchandise, including caskets, casket personalization products, burial vaults, cremation receptacles, cremation memorial products, flowers, and other ancillary products and services, is sold at funeral service locations. Cemeteries provide cemetery property interment rights, including mausoleum spaces, lots, and lawn crypts, and sell cemetery-related merchandise and services, including stone and bronze memorials, markers, merchandise installations, and burial openings and closings. We also sell preneed funeral and cemetery products and services whereby a customer contractually agrees to the terms of certain products and services to be provided in the future.
2. Summary of Significant Accounting Policies
Principles of Consolidation and Basis of Presentation
     Our unaudited condensed consolidated financial statements include the accounts of Service Corporation International and all subsidiaries in which we hold a controlling financial interest. Our financial statements also include the accounts of the funeral merchandise and service trusts, cemetery merchandise and service trusts, and cemetery perpetual care trusts in which we have a variable interest and are the primary beneficiary. Our interim unaudited condensed consolidated financial statements are unaudited but include all adjustments, consisting of normal recurring accruals and any other adjustments, which management considers necessary for a fair presentation of our results for these periods. Our unaudited condensed consolidated financial statements have been prepared in a manner consistent with the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2008, unless otherwise disclosed herein, and should be read in conjunction therewith. The accompanying year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period.
     We recorded several immaterial adjustments to correct errors related to prior accounting periods during the three and nine months ended September 30, 2009. The net impact of these adjustments was a decrease to our pre-tax income in the amount of $0.1 million and an increase to net income in the amount of $1.0 million for the three months ended September 30, 2009. The net impact of these adjustments was a decrease to our pre-tax income and net income in the amount of $7.1 million and $3.5 million, respectively, for the nine months ended September 30, 2009. We do not believe these adjustments are quantitatively or qualitatively material to our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2009, nor are they quantitatively or qualitatively material to our expected 2009 annual financial results. Additionally, such items are not quantitatively or qualitatively material to any of our prior annual financial statements, nor are such items qualitatively material to any of our prior quarterly financial statements.
Reclassifications
     Certain reclassifications have been made to prior period amounts to conform to the current period financial statement presentation with no effect on our previously reported results of operations, consolidated financial position, or cash flows.
Use of Estimates in the Preparation of Financial Statements
     The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions as described in our Form 10-K for the year ended December 31, 2008. These estimates and assumptions may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. As a result, actual results could differ from these estimates.

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Business Combinations
     In December 2007, the Financial Accounting Standards Board (FASB) revised the authoritative guidance for business combinations, establishing principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired (including goodwill), the liabilities assumed, and any noncontrolling interest in the acquiree. Subsequently, on April 1, 2009, the FASB amended and clarified certain aspects of its authoritative guidance on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. We will apply the FASB authoritative guidance to all business combinations for which the acquisition date is on or after January 1, 2009, and to certain future income tax effects related to our prior business combinations, should they arise. In these acquisitions, tangible and intangible assets acquired and liabilities assumed will be recorded at fair value and goodwill will be recognized for any difference between the price of the acquisition and our fair value determination.
     On October 14, 2009, we entered into a definitive support agreement in which we agreed to offer to acquire all of the outstanding common shares of Keystone North America Inc. (Keystone) for Canadian (C)$8.00 per share in cash. The total transaction is valued at approximately $256 million, including the assumption of Keystone’s outstanding debt. The transaction is anticipated to close in the first quarter of 2010, subject to customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Act; however there can be no assurance the acquisition will be completed by this time or at all.
Noncontrolling Interests
     The FASB issued authoritative guidance for noncontrolling interests in December 2007, establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as an unconsolidated investment, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, the guidance requires consolidated net income to be reported at amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. We adopted the provisions of the FASB guidance on January 1, 2009 and applied the provisions retrospectively. As a result, we have modified our unaudited condensed consolidated statement of operations, unaudited condensed consolidated balance sheet, unaudited condensed consolidated statement of cash flows, and unaudited condensed consolidated statement of equity to incorporate the required disclosure of noncontrolling interest information.
     During our examination of the FASB authoritative guidance for noncontrolling interests and its impact on our current accounting, we determined that balances historically designated as “non-controlling interest” in our consolidated preneed funeral and cemetery trusts and our cemetery perpetual care trusts do not meet the criteria for non-controlling interest as prescribed by the new guidance, which states that only a financial instrument classified as equity in the trusts’ financial statements can be a noncontrolling interest in the consolidated financial statements. The interest related to our merchandise and service trusts is classified as a liability because the preneed contracts underlying these trusts are unconditionally redeemable upon the occurrence of an event that is certain to occur. In addition, since the earnings from our cemetery perpetual care trusts are used to support the maintenance of our cemeteries, the interest in these trusts also retains the characteristics of a liability. Accordingly, effective December 31, 2008, we re-characterized the amounts historically described as “Non-controlling interest in funeral and cemetery trusts” as either “Deferred preneed funeral receipts held in trust” or “Deferred preneed cemetery receipts held in trust”, as appropriate. Additionally, we re-characterized the amounts historically described as “Non-controlling interest in cemetery perpetual care trusts” as “Care trusts’ corpus”.
Fair Value Measurements
     We measure the available-for-sale securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts at fair value on a recurring basis in accordance with the FASB authoritative guidance for fair value measurements. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value, and expands disclosures about instruments measured at fair value. The guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
  Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;
  Level 2 — inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs

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   that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;
  Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.
     An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Certain available-for-sale securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts have been classified in Level 3 of the hierarchy due to significant management judgment required as a result of the absence of quoted market prices, inherent lack of liquidity, or the long-term nature of the securities. For additional disclosures required by FASB guidance for all of our available-for-sale securities, see Notes 4, 5, and 6.
     In February 2008, the FASB provided a one-year deferral of the effective date of its authoritative guidance for fair value measurements for non-financial assets and liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. In accordance with deferral provisions, we adopted on January 1, 2009, the guidance for our non-financial assets and liabilities, such as goodwill and property and equipment that we disclose or recognize at fair value on a non-recurring basis. As none of our non-financial assets or liabilities within the scope of guidance experienced an event that required fair value measurement during the nine months ended September 30, 2009, our adoption for these assets and liabilities has had no impact on our results of operations, consolidated financial position, or cash flows.
     In April 2009, the FASB issued additional guidance on how to determine the fair value of assets and liabilities in an environment where the volume and level of activity for the asset or liability have significantly decreased. The FASB also re-emphasizes that the objective of a fair value measurement remains an exit price. The guidance, which was effective for us in the second quarter of 2009, did not have a material impact on our results of operations, consolidated financial position, or cash flows.
Determination of the Useful Life of Intangible Assets
     In April 2008, the FASB issued authoritative guidance that amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset and requires enhanced related disclosures. The guidance must be applied prospectively to all intangible assets recognized as of, or acquired, subsequent to January 1, 2009. Our adoption of the guidance did not impact our unaudited condensed consolidated financial statements.
Other-Than-Temporary Impairments
     In April 2009, the FASB amended the existing guidance on determining whether impairment for investments in debt securities is other-than-temporary and significantly changed the impairment model for such securities. The guidance also modified the presentation of other-than-temporary impairment losses and increased related disclosure requirements. Our second quarter 2009 adoption of the amended guidance did not have a material impact on our results of operations, consolidated financial position, or cash flows; however, we have included additional disclosures, as required, regarding our other-than-temporary impairments. See Notes 4, 5, and 6 for more information.
Interim Fair Value Disclosures
     In April 2009, the FASB issued authoritative guidance that requires companies to disclose the fair value of financial instruments within interim financial statements, adding to the current requirement to provide such disclosures annually. The guidance was effective for us in the second quarter of 2009 and we have included additional disclosures as required.
Subsequent Events
     In May 2009, the FASB issued authoritative guidance that establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The guidance became effective for us in the second quarter of 2009. For the third quarter ended September 30, 2009, we have evaluated subsequent events through November 5, 2009. Compliance with the guidance did not have an impact on our unaudited condensed consolidated financial statements.
3. Recently Issued Accounting Standards
Variable Interest Entities
     In June 2009, the FASB amended its authoritative guidance to improve financial reporting by enterprises involved with variable interest entities. Specifically, the amended guidance addresses: (1) the impact resulting from the elimination of the qualifying special-

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purpose entity concept in previously issued guidance, and (2) constituent concerns about the application of certain key provisions of the existing guidance on the consolidation of variable interest entities, including those in which the accounting and disclosures under the existing guidance do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. The amended guidance is effective for us on January 1, 2010, and we are still assessing the impact on our unaudited condensed consolidated financial statements.
Accounting Standards Codification and Hierarchy
     In June 2009, the FASB established the FASB Accounting Standards Codification (ASC) as the source of authoritative U.S. GAAP recognized by the FASB to be applied by non-governmental entities. Following the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or EITF Abstracts. Instead, it will issue Accounting Standards Updates to update the Codification. The Codification is effective for interim or annual financial periods ending after September 15, 2009. We adopted the Codification during the three months ended September 30, 2009, and its adoption did not impact our unaudited condensed consolidated financial statements.
Fair Value Measurements
     In August 2009, the FASB issued additional guidance on how to determine the fair value of liabilities. The guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, an entity is required to measure fair value utilizing one or more of the following techniques: (1) a valuation technique that uses the quoted market price of an identical liability or similar liabilities when traded as assets; or (2) another valuation technique that is consistent with the principles set forth by the FASB for measuring fair value, such as a present value technique. The guidance will be effective for the first reporting period after the issuance, which for us is the fourth quarter of 2009. We do not expect the guidance to have a material impact on our financial statements.
     In September 2009, the FASB issued additional guidance on how to determine fair value for investments in certain entities that calculate net asset value per share. The guidance permits, as a practical expedient, to estimate the fair value of the investment using its reported net asset value per share as long as that value was calculated in accordance with the authoritative literature governing investment companies. The guidance will be effective for the first reporting period after the issuance, which for us is the fourth quarter of 2009, and we are currently evaluating the impact of the guidance on our financial statements.
4. Preneed Funeral Activities
     Preneed funeral receivables, net and trust investments represent trust investments, including investment earnings, and customer receivables, net of unearned finance charges, related to unperformed, price-guaranteed preneed funeral contracts. Our funeral merchandise and service trusts are variable interest entities as defined in the Consolidation Topic of the ASC. In accordance with this guidance, we have determined that we are the primary beneficiary of these trusts, as we absorb a majority of the losses and returns associated with these trusts. Our cemetery trust investments detailed in Notes 5 and 6 are also accounted for as variable interest entities. When we receive payments from the customer, we deposit the amount required by law into the trust and reclassify the corresponding amount from Deferred preneed funeral revenues intoDeferred preneed funeral and cemetery receipts held in trust. Amounts are withdrawn from the trusts after the contract obligations are performed. Cash flows from preneed funeral contracts are presented as operating cash flows in our unaudited condensed consolidated statement of cash flows.
     The table below sets forth the investment-related activities associated with our preneed funeral merchandise and service trusts:
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (In thousands)  (In thousands) 
Deposits
 $22,015  $26,187  $62,402  $70,959 
Withdrawals
  27,296   24,528   81,237   95,039 
Purchases of available-for-sale securities
  124,939   116,264   255,423   306,035 
Sales of available-for-sale securities
  138,777   76,922   314,322   311,517 
Realized gains from sales of available-for-sale securities
  5,599   7,535   12,957   37,844 
Realized losses from sales of available-for-sale securities
  (8,746)  (8,078)  (49,939)  (34,968)

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     The components of Preneed funeral receivables, net and trust investments in our unaudited condensed consolidated balance sheet at September 30, 2009 and December 31, 2008 are as follows:
         
  September 30,  December 31, 
  2009  2008 
  (In thousands) 
Trust investments at market
 $728,198  $636,712 
Cash and cash equivalents
  150,452   125,657 
Insurance-backed fixed income securities
  214,999   216,394 
 
      
Trust investments
  1,093,649   978,763 
Receivables from customers
  257,917   249,224 
Unearned finance charges
  (6,328)  (6,316)
 
      
 
  1,345,238   1,221,671 
Allowance for cancellation
  (31,875)  (29,979)
 
      
Preneed funeral receivables, net and trust investments
 $1,313,363  $1,191,692 
 
      
     The cost and market values associated with our funeral merchandise and service trust investments recorded at fair market value at September 30, 2009 are detailed below. Cost reflects the investment (net of redemptions) of control holders in common trust funds, mutual funds, and private equity investments. Fair market value represents the value of the underlying securities held by the common trust funds, mutual funds at published values, and the estimated market value of private equity investments.
                 
  September 30, 2009 
      Unrealized  Unrealized  Fair Market 
  Cost  Gains  Losses  Value 
  (In thousands) 
Fixed income securities:
                
U.S. Treasury
 $34,935  $991  $(231) $35,695 
Canadian government
  91,852   1,353   (49)  93,156 
Corporate
  32,736   1,667   (38)  34,365 
Mortgage-backed
  5,067   65   (25)  5,107 
Asset-backed
  144   6      150 
Equity securities:
                
Common stock (based on investment objectives):
                
Growth
  143,524   20,447   (13,314)  150,657 
Value
  173,450   16,856   (19,564)  170,742 
Mutual funds:
                
Equity
  120,007   3,433   (30,780)  92,660 
Fixed income
  154,256   3,386   (22,399)  135,243 
Private equity
  19,624   1,276   (9,989)  10,911 
Other
  5,121   63   (3,886)  1,298 
 
            
Trust investments
 $780,716  $49,543  $(100,275) $729,984 
 
            
Less: Assets associated with businesses held for sale
              (1,786)
 
               
 
             $728,198 
 
               

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  December 31, 2008 
      Unrealized  Unrealized  Fair Market 
  Cost  Gains  Losses  Value 
  (In thousands) 
Fixed income securities:
                
U.S. Treasury
 $61,907  $569  $(17,533) $44,943 
Canadian government
  86,216   951   (828)  86,339 
Corporate
  21,144   106   (670)  20,580 
Mortgage-backed
  26,230   233   (7,728)  18,735 
Asset-backed
  20         20 
Equity securities:
                
Common stock (based on investment objectives):
                
Growth
  158,337   1,497   (47,427)  112,407 
Value
  184,807   1,747   (55,355)  131,199 
Mutual funds:
                
Equity
  98,499   691   (33,276)  65,914 
Fixed income
  156,393   2,475   (40,380)  118,488 
Private equity
  18,597   1,872   (6,717)  13,752 
Other
  29,261   825   (2,958)  27,128 
 
            
Trust investments
 $841,411  $10,966  $(212,872) $639,505 
 
            
Less: Assets associated with businesses held for sale
              (2,793)
 
               
 
             $636,712 
 
               
     Where quoted prices are available in an active market, securities held by the common trust funds and mutual funds are classified as Level 1 investments pursuant to the three-level valuation hierarchy as required by the Fair Value Measurements and Disclosures Topic of the ASC.
     Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or a fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status.
     The valuation of private equity and other alternative investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such assets. The fair value of these investments is estimated based on the market value of the underlying real estate and private equity investments. The underlying real estate value is determined using the most recent available appraisals. Private equity investments are valued using market appraisals or a discounted cash flow methodology depending on the nature of the underlying assets. The appraisals assess value based on a combination of replacement cost, comparative sales analysis, and discounted cash flow analysis.
     Our investments classified as Level 1 securities include common stock and mutual funds. Level 2 securities include United States (U.S.) Treasury, Canadian government, corporate, mortgage-backed and asset-backed fixed income securities. Our private equity and other alternative investments are classified as Level 3 securities.
     The inputs into the fair value of our market-based funeral merchandise and service trust investments are categorized as follows:
                 
  Quoted      
  Market Prices Significant Other Significant  
  in Active Markets Observable Inputs Unobservable Inputs Fair Market
  (Level 1) (Level 2) (Level 3) Value
  (In thousands)
Trust investments at September 30, 2009
 $549,302  $168,473  $12,209  $729,984 
Trust investments at December 31, 2008
 $428,008  $170,617  $40,880  $639,505 

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     The change in our market-based funeral merchandise and service trust investments with significant unobservable inputs (Level 3) is as follows (in thousands):
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
Fair market value, beginning balance
 $12,346  $47,080  $40,880  $37,865 
Net unrealized losses included in Accumulated other comprehensive income (1)
  (237)  (9,478)  (7,447)  (229)
Net (losses) gains included in Other income (expense), net (2)
  (2)     17    
Purchases, sales, contributions, and distributions, net
  102   (76)  650   (110)
Transfers out of Level 3
        (21,891)   
 
            
Fair market value, ending balance
 $12,209  $37,526  $12,209  $37,526 
 
            
 
(1) All losses recognized in Accumulated other comprehensive income for funeral merchandise and service trust investments are attributable to our preneed customers and are offset by a corresponding reclassification in Accumulated other comprehensive income to Deferred preneed funeral and cemetery receipts held in trust. See Note 7 for further information related to ourDeferred preneed funeral and cemetery receipts held in trust.
 
(2) All (losses) gains recognized in Other income (expense), net for our funeral merchandise and service trust investments are attributable to our preneed customers and are offset by a corresponding reclassification in Other income (expense), net to Deferred preneed funeral and cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral and cemetery receipts held in trust.
     Maturity dates of our fixed income securities range from 2009 to 2039. Maturities of fixed income securities (excluding mutual funds) at September 30, 2009 are estimated as follows:
     
  Fair Market 
  Value 
  (In thousands) 
Due in one year or less
 $85,998 
Due in one to five years
  33,642 
Due in five to ten years
  37,734 
Thereafter
  11,099 
 
   
 
 $168,473 
 
   
     Earnings from all trust investments are recognized in funeral revenues when a service is performed or merchandise is delivered. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a preneed contract; these amounts are also recognized in current revenues. Recognized earnings (realized and unrealized) related to our trust investments were $5.9 million and $10.1 million for the three months ended September 30, 2009 and 2008, respectively. Recognized earnings (realized and unrealized) related to our trust investments were $16.8 million and $31.2 million for the nine months ended September 30, 2009 and 2008, respectively.
     We assess our trust investments for other-than-temporary declines in fair value on a quarterly basis. Impairment charges resulting from this assessment are recognized as investment losses inOther income (expense), net and a decrease to Preneed funeral receivables, net and trust investments. These investment losses, if any, are offset by a corresponding reclassification inOther income (expense), net, which reduces Deferred preneed funeral and cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral and cemetery receipts held in trust. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $6.3 million and $16.7 million for the three and nine months ended September 30, 2009, respectively. These impairment charges were primarily related to securities which we anticipate will be sold at a loss in the fourth quarter. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $1.3 million for the three and nine months ended September 30, 2008.

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     We have determined that the remaining unrealized losses in our funeral trust investments at September 30, 2009 are considered temporary in nature, as the unrealized losses were due to temporary fluctuations in interest rates and equity prices. The investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. We believe that none of these securities are other-than-temporarily impaired based on our analysis of the investments. Our analysis included a review of the portfolio holdings and discussions with the individual money managers as to the sector exposures, credit ratings, and the severity and duration of the unrealized losses. Our funeral trust investment unrealized losses, their associated fair market values and the duration of unrealized losses as of September 30, 2009 are shown in the following table:
                         
  September 30, 2009 
  In Loss Position  In Loss Position    
  Less Than 12 Months  Greater Than 12 Months  Total 
  Fair      Fair      Fair    
  Market  Unrealized  Market  Unrealized  Market  Unrealized 
  Value  Losses  Value  Losses  Value  Losses 
  (In thousands) 
Fixed income securities:
                        
U.S. Treasury
 $6,964  $(221) $337  $(10) $7,301  $(231)
Canadian government
  5,216   (49)        5,216   (49)
Corporate
  726   (5)  1,537   (33)  2,263   (38)
Mortgage-backed
  1,005   (25)        1,005   (25)
Equity securities:
                        
Common stock (based on investment objectives):
                        
Growth
  31,381   (3,871)  28,335   (9,443)  59,716   (13,314)
Value
  38,931   (5,562)  48,442   (14,002)  87,373   (19,564)
Mutual funds:
                        
Equity
  57,310   (25,448)  21,809   (5,332)  79,119   (30,780)
Fixed income
  43,112   (12,469)  21,939   (9,930)  65,051   (22,399)
Private equity
  7,110   (874)  14,051   (9,115)  21,161   (9,989)
Other
  2,214   (272)  3,962   (3,614)  6,176   (3,886)
 
                  
Total temporarily impaired securities
 $193,969  $(48,796) $140,412  $(51,479) $334,381  $(100,275)
 
                  
                         
  December 31, 2008 
  In Loss Position  In Loss Position    
  Less Than 12 Months  Greater Than 12 Months  Total 
  Fair      Fair      Fair    
  Market  Unrealized  Market  Unrealized  Market  Unrealized 
  Value  Losses  Value  Losses  Value  Losses 
  (In thousands) 
Fixed income securities:
                        
U.S. Treasury
 $18,750  $(7,944) $15,513  $(9,589) $34,263  $(17,533)
Canadian government
  19,711   (828)        19,711   (828)
Corporate
  9,751   (453)  411   (217)  10,162   (670)
Mortgage-backed
  8,118   (3,495)  6,925   (4,233)  15,043   (7,728)
Equity securities:
                        
Common stock (based on investment objectives):
                        
Growth
  57,436   (24,296)  41,992   (23,131)  99,428   (47,427)
Value
  67,038   (28,356)  49,011   (26,999)  116,049   (55,355)
Mutual funds:
                        
Equity
  33,709   (15,589)  27,181   (17,687)  60,890   (33,276)
Fixed income
  43,432   (19,348)  33,975   (21,032)  77,407   (40,380)
Private equity
  1,608   (691)  12,850   (6,026)  14,458   (6,717)
Other
  709   (304)  5,659   (2,654)  6,368   (2,958)
 
                  
Total temporarily impaired securities
 $260,262  $(101,304) $193,517  $(111,568) $453,779  $(212,872)
 
                  
5. Preneed Cemetery Activities
     Preneed cemetery receivables, net and trust investments represent trust investments, including investment earnings, and customer receivables, net of unearned finance charges, for contracts sold in advance of when the property interment rights, merchandise, or services are needed. Our cemetery merchandise and service trusts are variable interest entities as defined in the Consolidation Topic of the ASC. In accordance with this guidance, we have determined that we are the primary beneficiary of these trusts, as we absorb a

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majority of the losses and returns associated with these trusts. The trust investments detailed in Notes 4 and 6 are also accounted for as variable interest entities. When we receive payments from the customer, we deposit the amount required by law into the trust and reclassify the corresponding amount from Deferred preneed cemetery revenues into Deferred preneed funeral and cemetery receipts held in trust. Amounts are withdrawn from the trusts when the contract obligations are performed. Cash flows from preneed cemetery contracts are presented as operating cash flows in our unaudited condensed consolidated statement of cash flows.
     The table below sets forth the investment-related activities associated with our preneed cemetery merchandise and service trusts:
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (In thousands)  (In thousands) 
Deposits
 $25,297  $29,602  $68,960  $84,914 
Withdrawals
  22,844   30,360   76,702   103,099 
Purchases of available-for-sale securities
  124,312   119,727   308,627   754,276 
Sales of available-for-sale securities
  128,440   94,052   276,361   341,284 
Realized gains from sales of available-for-sale securities
  6,585   11,462   12,615   34,876 
Realized losses from sales of available-for-sale securities
  (8,915)  (8,561)  (48,245)  (38,372)
     The components of Preneed cemetery receivables, net and trust investments in our unaudited condensed consolidated balance sheet at September 30, 2009 and December 31, 2008 are as follows:
         
  September 30, 2009  December 31, 2008 
  (In thousands) 
Trust investments, at market
 $874,263  $659,149 
Cash and cash equivalents
  139,110   139,753 
 
      
Trust investments
  1,013,373   798,902 
Receivables from customers
  372,864   341,688 
Unearned finance charges
  (44,087)  (48,999)
 
      
 
  1,342,150   1,091,591 
Allowance for cancellation
  (31,161)  (28,639)
 
      
Preneed cemetery receivables, net and trust investments
 $1,310,989  $1,062,952 
 
      
     The cost and market values associated with our cemetery merchandise and service trust investments recorded at fair market value at September 30, 2009 are detailed below. Cost reflects the investment (net of redemptions) of control holders in common trust funds, mutual funds, and private equity investments. Fair market value represents the value of the underlying securities held by the common trust funds, mutual funds at published values, and the estimated market value of private equity investments.
                 
  September 30, 2009 
      Unrealized  Unrealized  Fair Market 
  Cost  Gains  Losses  Value 
  (In thousands) 
Fixed income securities:
                
U.S. Treasury
 $40,726  $929  $(459) $41,196 
Canadian government
  14,601   390   (46)  14,945 
Corporate
  9,173   442      9,615 
Mortgage-backed
  9,333   51   (85)  9,299 
Equity securities:
                
Common stock (based on investment objectives):
                
Growth
  195,550   28,247   (15,365)  208,432 
Value
  252,161   22,932   (23,546)  251,547 
Mutual funds:
                
Equity
  246,164   4,239   (45,597)  204,806 
Fixed income
  208,338   2,870   (32,495)  178,713 
Private equity
  11,131   11   (7,354)  3,788 
Other
  4,833   7   (3,494)  1,346 
 
            
Trust investments
 $992,010  $60,118  $(128,441) $923,687 
 
            
Less: Assets associated with businesses held for sale
              (49,424)
 
               
 
             $874,263 
 
               

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  December 31, 2008 
      Unrealized  Unrealized  Fair Market 
  Cost  Gains  Losses  Value 
  (In thousands) 
Fixed income securities:
                
U.S. Treasury
 $60,699  $139  $(19,146) $41,692 
Canadian government
  11,949   466      12,415 
Corporate
  9,726   130   (520)  9,336 
Mortgage-backed
  21,832   50   (6,867)  15,015 
Equity securities:
                
Common stock (based on investment objectives):
                
Growth
  194,429   544   (57,876)  137,097 
Value
  262,819   735   (78,233)  185,321 
Mutual funds:
                
Equity
  203,032   480   (67,330)  136,182 
Fixed income
  189,492   952   (55,452)  134,992 
Private equity
  11,795   678   (3,538)  8,935 
Other
  25,154   533   (2,785)  22,902 
 
            
Trust investments
 $990,927  $4,707  $(291,747) $703,887 
 
            
Less: Assets associated with businesses held for sale
              (44,738)
 
               
 
             $659,149 
 
               
     Where quoted prices are available in an active market, securities held by the common trust funds and mutual funds are classified as Level 1 investments pursuant to the three-level valuation hierarchy as required by the Fair Value Measurements and Disclosures Topic of the ASC.
     Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or a fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status.
     The valuation of private equity and other alternative investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such assets. The fair value of these investments is estimated based on the market value of the underlying real estate and private equity investments. The underlying real estate value is determined using the most recent available appraisals. Private equity investments are valued using market appraisals or a discounted cash flow methodology depending on the nature of the underlying assets. The appraisals assess value based on a combination of replacement cost, comparative sales analysis, and discounted cash flow analysis.
     Our investments classified as Level 1 securities include common stock and mutual funds. Level 2 securities include U.S. Treasury, Canadian government, corporate, and mortgage-backed fixed income securities. Our private equity and other alternative investments are classified as Level 3 securities.
     The inputs into the fair value of our market-based cemetery merchandise and service trust investments are categorized as follows:
                 
  Quoted      
  Market Prices Significant Other Significant  
  in Active Markets Observable Inputs Unobservable Inputs Fair Market
  (Level 1) (Level 2) (Level 3) Value
  (In thousands)
Trust investments at September 30, 2009
 $843,498  $75,055  $5,134  $923,687 
Trust investments at December 31, 2008
 $593,592  $78,458  $31,837  $703,887 

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     The change in our market-based cemetery merchandise and service trust investments with significant unobservable inputs (Level 3) is as follows (in thousands):
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
Fair market value, beginning balance
 $5,388  $24,255  $31,837  $21,809 
Net unrealized (losses) gains included in Accumulated other comprehensive income (1)
  (336)  (717)  (11,779)  2,994 
Net realized (losses) gains included in Other income (expense), net (2)
  (3)     15    
Purchases, sales, contributions, and distributions, net
  85   (386)  654   (1,651)
Transfers out of Level 3
        (15,593)   
 
            
Fair market value, ending balance
 $5,134  $23,152  $5,134  $23,152 
 
            
 
(1) All (losses) gains recognized in Accumulated other comprehensive income for cemetery merchandise and service trust investments are attributable to our preneed customers and are offset by a corresponding reclassification in Accumulated other comprehensive income toDeferred preneed funeral and cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral and cemetery receipts held in trust.
 
(2) All (losses) gains recognized in Other income (expense), net for our cemetery merchandise and service trust investments are attributable to our preneed customers and are offset by a corresponding reclassification in Other income (expense), net to Deferred preneed funeral and cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral and cemetery receipts held in trust.
     Maturity dates of our fixed income securities range from 2009 to 2039. Maturities of fixed income securities (excluding mutual funds) at September 30, 2009 are estimated as follows:
     
  Fair Market 
  Value 
  (In thousands) 
Due in one year or less
 $4,475 
Due in one to five years
  25,268 
Due in five to ten years
  26,187 
Thereafter
  19,125 
 
   
 
 $75,055 
 
   
     Earnings from all trust investments are recognized in cemetery revenues when a service is performed or merchandise is delivered. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a preneed contract; these amounts are also recognized in current revenues. Recognized earnings (realized and unrealized) related to our trust investments were $3.1 million and $1.4 million for the three months ended September 30, 2009 and 2008, respectively. Recognized earnings (realized and unrealized) related to our trust investments were $4.9 million and $11.0 million for the nine months ended September 30, 2009 and 2008, respectively.
     We assess our trust investments for other-than-temporary declines in fair value on a quarterly basis. Impairment charges resulting from this assessment are recognized as investment losses inOther income (expense), net and a decrease to Preneed cemetery receivables, net and trust investments. These investment losses, if any, are offset by a corresponding reclassification inOther income (expense), net, which reduces Deferred preneed funeral and cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral and cemetery receipts held in trust. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $20.6 million and $33.5 million for the three and nine months ended September 30, 2009, respectively. These impairment charges were primarily related to securities which we anticipate will be sold at a loss in the fourth quarter. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $2.3 million for the three and nine months ended September 30, 2008.
     We have determined that the remaining unrealized losses in our cemetery trust investments at September 30, 2009 are considered temporary in nature, as the unrealized losses were due to temporary fluctuations in interest rates and equity prices. The investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. We believe that none of these securities are other-than-temporarily impaired based on our analysis of the investments. Our analysis included a review of the portfolio holdings and discussions with the individual money managers as to the sector exposures, credit ratings, and the severity and

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duration of the unrealized losses. Our cemetery trust investment unrealized losses, their associated fair market values and the duration of unrealized losses as of September 30, 2009 are shown in the following table:
                         
  September 30, 2009 
  In Loss Position  In Loss Position    
  Less Than 12 Months  Greater Than 12 Months  Total 
  Fair      Fair      Fair    
  Market  Unrealized  Market  Unrealized  Market  Unrealized 
  Value  Losses  Value  Losses  Value  Losses 
  (In thousands) 
Fixed income securities:
                        
U.S. Treasury
 $18,811  $(459) $  $  $18,811  $(459)
Foreign government
  4,519   (46)        4,519   (46)
Mortgage-backed
  3,107   (85)        3,107   (85)
Equity securities:
                        
Common stock (based on investment objectives):
                        
Growth
  36,476   (3,826)  38,845   (11,539)  75,321   (15,365)
Value
  53,909   (7,061)  74,450   (16,485)  128,359   (23,546)
Mutual funds:
                        
Equity
  110,823   (37,555)  62,022   (8,042)  172,845   (45,597)
Fixed income
  61,917   (17,494)  44,595   (15,001)  106,512   (32,495)
Private equity
  9,960   (1,489)  9,357   (5,865)  19,317   (7,354)
Other
  3,207   (481)  3,052   (3,013)  6,259   (3,494)
 
                  
Total temporarily impaired securities
 $302,729  $(68,496) $232,321  $(59,945) $535,050  $(128,441)
 
                  
                         
  December 31, 2008 
  In Loss Position  In Loss Position    
  Less Than 12 Months  Greater Than 12 Months  Total 
  Fair      Fair      Fair    
  Market  Unrealized  Market  Unrealized  Market  Unrealized 
  Value  Losses  Value  Losses  Value  Losses 
  (In thousands) 
Fixed income securities:
                        
U.S. Treasury
 $34,817  $(15,637) $5,757  $(3,509) $40,574  $(19,146)
Corporate
  4,204   (435)  113   (85)  4,317   (520)
Mortgage-backed
  12,491   (5,610)  2,066   (1,257)  14,557   (6,867)
Equity securities:
                        
Common stock (based on investment objectives):
                        
Growth
  113,100   (50,671)  18,104   (7,205)  131,204   (57,876)
Value
  152,885   (68,495)  24,471   (9,738)  177,356   (78,233)
Mutual funds:
                        
Equity
  101,895   (46,405)  29,282   (20,925)  131,177   (67,330)
Fixed income
  100,882   (46,308)  15,045   (9,144)  115,927   (55,452)
Private equity
  660   (231)  7,536   (3,307)  8,196   (3,538)
Other
  519   (182)  5,933   (2,603)  6,452   (2,785)
 
                  
Total temporarily impaired securities
 $521,453  $(233,974) $108,307  $(57,773) $629,760  $(291,747)
 
                  
6. Cemetery Perpetual Care Trusts
     We are required by state or provincial law to pay into cemetery perpetual care trusts a portion of the proceeds from the sale of cemetery property interment rights. Our cemetery perpetual care trusts are variable interest entities as defined in the Consolidation Topic of the ASC. In accordance with this guidance, we have determined that we are the primary beneficiary of these trusts, as we absorb a majority of the losses and returns associated with these trusts. The merchandise and service trust investments detailed in Notes 4 and 5 are also accounted for as variable interest entities. We consolidate our cemetery perpetual care trust investments with a corresponding amount recorded as Care trusts’ corpus. Cash flows from cemetery perpetual care contracts are presented as operating cash flows in our unaudited condensed consolidated statement of cash flows.

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     The table below sets forth the investment-related activities associated with our cemetery perpetual care trusts:
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (In thousands)  (In thousands) 
Deposits
 $5,878  $5,715  $17,208  $17,650 
Withdrawals
  9,321   8,696   24,428   23,153 
Purchases of available-for-sale securities
  114,283   43,055   218,526   159,923 
Sales of available-for-sale securities
  122,468   52,899   191,463   178,648 
Realized gains from sales of available-for-sale securities
  1,358   1,529   5,082   11,881 
Realized losses from sales of available-for-sale securities
  (1,947)  (2,591)  (13,068)  (16,222)
     The components of Cemetery perpetual care trust investments in our unaudited condensed consolidated balance sheet at September 30, 2009 and December 31, 2008 are as follows:
         
  September 30, 2009  December 31, 2008 
  (In thousands) 
Trust investments, at market
 $766,494  $673,237 
Cash and cash equivalents
  81,665   71,521 
 
      
Cemetery perpetual care trust investments
 $848,159  $744,758 
 
      
     The cost and market values associated with our cemetery perpetual care trust investments recorded at fair market value at September 30, 2009 are detailed below. Cost reflects the investment (net of redemptions) of control holders in common trust funds, mutual funds, and private equity investments. Fair market value represents the value of the underlying securities or cash held by the common trust funds, mutual funds at published values, and the estimated market value of private equity investments.
                 
  September 30, 2009 
      Unrealized  Unrealized  Fair Market 
  Cost  Gains  Losses  Value 
  (In thousands) 
Fixed income securities:
                
U.S. Treasury
 $5,380  $877  $(100) $6,157 
Canadian government
  24,601   659   (82)  25,178 
Corporate
  37,770   2,848   (607)  40,011 
Mortgage-backed
  3,669   54   (30)  3,693 
Equity securities:
                
Preferred stock
  7,444   1,811   (329)  8,926 
Common stock (based on investment objectives):
                
Growth
  4,133   293   (328)  4,098 
Value
  125,246   7,393   (17,062)  115,577 
Mutual funds:
                
Equity
  112,975   1,321   (17,200)  97,096 
Fixed income
  482,114   3,964   (15,321)  470,757 
Private equity
  21,454   295   (13,478)  8,271 
Other
  15,965   847   (10,304)  6,508 
 
            
Cemetery perpetual care trust investments
 $840,751  $20,362  $(74,841) $786,272 
 
            
Less: Assets associated with businesses held for sale
              (19,778)
 
               
 
             $766,494 
 
               

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  December 31, 2008 
     Unrealized  Unrealized  Fair Market 
  Cost  Gains  Losses  Value 
  (In thousands) 
Fixed income securities:
                
U.S. Treasury
 $5,805  $769  $(808) $5,766 
Canadian government
  20,837   773      21,610 
Corporate
  42,139   202   (5,079)  37,262 
Mortgage-backed
  4,376   1   (835)  3,542 
Equity securities:
                
Preferred stock
  5,558   1   (1,186)  4,373 
Common stock (based on investment objectives):
                
Growth
  5,744   70   (1,200)  4,614 
Value
  106,709   1,303   (22,287)  85,725 
Mutual funds:
                
Equity
  90,044   25   (20,931)  69,138 
Fixed income
  519,132   233   (106,187)  413,178 
Private equity
  20,561   668   (2,812)  18,417 
Other
  32,482   816   (3,439)  29,859 
 
            
Cemetery perpetual care trust investments
 $853,387  $4,861  $(164,764) $693,484 
 
            
Less: Assets associated with businesses held for sale
              (20,247)
 
               
 
             $673,237 
 
               
     Where quoted prices are available in an active market, securities held by the common trust funds and mutual funds are classified as Level 1 investments pursuant to the three-level valuation hierarchy as required by the Fair Value Measurements and Disclosures Topic of the ASC.
     Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or a fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status.
     The valuation of private equity and other alternative investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such assets. The fair value of these investments is estimated based on the market value of the underlying real estate and private equity investments. The underlying real estate value is determined using the most recent available appraisals. Private equity investments are valued using market appraisals or a discounted cash flow methodology depending on the nature of the underlying assets. The appraisals assess value based on a combination of replacement cost, comparative sales analysis, and discounted cash flow analysis.
     Our investments classified as Level 1 securities include common stock and mutual funds. Level 2 securities include U.S. Treasury, Canadian government, corporate, mortgage-backed fixed income securities, and preferred stock equity securities. Our private equity and other alternative investments are classified as Level 3 securities.
     The inputs into the fair value of our market-based cemetery perpetual care trust investments are categorized as follows:
                 
  Quoted      
  Market Prices Significant Other Significant  
  in Active Markets Observable Inputs Unobservable Inputs Fair Market
  (Level 1) (Level 2) (Level 3) Value
  (In thousands)
Trust investments at September 30, 2009
 $687,528  $83,965  $14,779  $786,272 
Trust investments at December 31, 2008
 $572,655  $72,553  $48,276  $693,484 

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     The change in our market-based cemetery perpetual care trust investments with significant unobservable inputs (Level 3) is as follows (in thousands):
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
Fair market value, beginning balance
 $14,397  $33,319  $48,276  $32,644 
Net unrealized gains (losses) included in Accumulated other comprehensive income (1)
  633   (760)  (28,086)  4,341 
Net realized losses included in Other income (expense), net (2)
  (38)     (43)   
Purchases, sales, contributions, and distributions, net
  (213)  112   1,844   (4,314)
Transfers out of Level 3
        (7,212)   
 
            
Fair market value, ending balance
 $14,779  $32,671  $14,779  $32,671 
 
            
 
(1) All gains (losses) recognized in Accumulated other comprehensive income for our cemetery perpetual care trust investments are offset by a corresponding reclassification in Accumulated other comprehensive income to our Care trusts’ corpus. See Note 7 for further information related to our Care trusts’ corpus.
 
(2) All losses recognized in Other income (expense), net for our cemetery perpetual care trust investments are offset by a corresponding reclassification in Other income (expense), net toCare trusts’ corpus. See Note 7 for further information related to our Care trusts’ corpus.
     Maturity dates of our fixed income securities range from 2009 to 2039. Maturities of fixed income securities (excluding mutual funds) at September 30, 2009 are estimated as follows:
     
  Fair Market 
  Value 
  (In thousands) 
Due in one year or less
 $8,447 
Due in one to five years
  31,970 
Due in five to ten years
  18,399 
Thereafter
  16,223 
 
   
 
 $75,039 
 
   
     Distributable earnings from these cemetery perpetual care trust investments are recognized in current cemetery revenues to the extent we incur qualifying cemetery maintenance costs. Recognized earnings related to these cemetery perpetual care trust investments were $8.8 million and $9.5 million for the three months ended September 30, 2009 and 2008, respectively. Recognized earnings related to these cemetery perpetual care trust investments were $26.9 million and $29.5 million for the nine months ended September 30, 2009 and 2008, respectively.
     We assess our trust investments for other-than-temporary declines in fair value on a quarterly basis. Impairment charges resulting from this assessment are recognized as investment losses, inOther income (expense), net, and a decrease to Cemetery perpetual care trust investments. These investment losses, if any, are offset by a corresponding reclassification in Other income (expense), net, which reduces Care trusts’ corpus. See Note 7 for further information related to our Care trusts’ corpus. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $6.7 million and $12.6 million for the three and nine months ended September 30, 2009. These impairment charges were primarily related to securities which we anticipate will be sold at a loss in the fourth quarter. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $0.3 million for the three and nine months ended September 30, 2008.
     We have determined that the remaining unrealized losses in our cemetery perpetual care trust investments at September 30, 2009 are considered temporary in nature, as the unrealized losses were due to temporary fluctuations in interest rates and equity prices. The investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. We believe that none of these securities are other-than-temporarily impaired based on our analysis of the investments. Our analysis included a review of the portfolio holdings and discussions with the individual money managers as to the sector exposures, credit ratings, and the severity and duration of the unrealized losses. Our cemetery perpetual care trust investment unrealized losses, their associated fair market values and the duration of unrealized losses as of September 30, 2009 are shown in the following table:

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  September 30, 2009 
  In Loss Position  In Loss Position    
  Less Than 12 Months  Greater Than 12 Months  Total 
  Fair      Fair      Fair    
  Market  Unrealized  Market  Unrealized  Market  Unrealized 
  Value  Losses  Value  Losses  Value  Losses 
  (In thousands) 
Fixed income securities:
                        
U.S. Treasury
 $2,207  $(100) $  $  $2,207  $(100)
Foreign government
  7,499   (82)        7,499   (82)
Corporate
  6,037   (588)  21   (19)  6,058   (607)
Mortgage-backed
  1,051   (30)        1,051   (30)
Equity securities:
                        
Preferred stock
  355   (3)  795   (326)  1,150   (329)
Common stock (based on investment objectives):
                        
Growth
  146   (36)  2,053   (292)  2,199   (328)
Value
  30,719   (6,209)  33,329   (10,853)  64,048   (17,062)
Mutual funds:
                        
Equity
  62,206   (11,975)  21,841   (5,225)  84,047   (17,200)
Fixed income
  221,440   (10,745)  63,090   (4,576)  284,530   (15,321)
Private equity
  5,680   (3,582)  10,661   (9,896)  16,341   (13,478)
Other
  4,003   (2,525)  7,499   (7,779)  11,502   (10,304)
 
                  
Total temporarily impaired securities
 $341,343  $(35,875) $139,289  $(38,966) $480,632  $(74,841)
 
                  
                         
  December 31, 2008 
  In Loss Position  In Loss Position    
  Less Than 12 Months  Greater Than 12 Months  Total 
  Fair      Fair      Fair    
  Market  Unrealized  Market  Unrealized  Market  Unrealized 
  Value  Losses  Value  Losses  Value  Losses 
  (In thousands) 
Fixed income securities:
                        
U.S. Treasury
 $2,729  $(435) $1,358  $(373) $4,087  $(808)
Corporate
  17,224   (2,997)  9,932   (2,082)  27,156   (5,079)
Mortgage-backed
  1,705   (410)  1,507   (425)  3,212   (835)
Equity securities:
                        
Preferred stock
  2,335   (562)  2,085   (624)  4,420   (1,186)
Common stock (based on investment objectives):
                        
Growth
  2,486   (661)  1,905   (539)  4,391   (1,200)
Value
  46,190   (12,276)  35,387   (10,011)  81,577   (22,287)
Mutual funds:
                        
Equity
  40,611   (11,959)  28,635   (8,972)  69,246   (20,931)
Fixed income
  231,564   (53,735)  182,207   (52,452)  413,771   (106,187)
Private equity
  8,764   (1,564)  4,760   (1,248)  13,524   (2,812)
Other
  10,716   (1,912)  5,822   (1,527)  16,538   (3,439)
 
                  
Total temporarily impaired securities
 $364,324  $(86,511) $273,598  $(78,253) $637,922  $(164,764)
 
                  
7. Deferred Preneed Funeral and Cemetery Receipts Held in Trust and Care Trusts’ Corpus
Deferred Preneed Funeral and Cemetery Receipts Held in Trust
     We consolidate the merchandise and service trusts associated with our preneed funeral and cemetery activities in accordance with the Consolidation Topic of the ASC. Although the guidance requires the consolidation of the merchandise and service trusts, it does not change the legal relationships among the trusts, us, or our customers. The customers are the legal beneficiaries of these merchandise and service trusts, and therefore their interests in these trusts represent a liability.

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     The components of Deferred preneed funeral and cemetery receipts held in trust in our unaudited condensed consolidated balance sheet at September 30, 2009 and December 31, 2008 are detailed below.
             
  September 30, 2009 
  Preneed  Preneed    
  Funeral  Cemetery  Total 
      (In thousands)     
Trust investments
 $1,093,649  $1,013,373  $2,107,022 
Accrued trust operating payables, deferred tax assets, and other
  (1,313)  (1,884)  (3,197)
 
         
Deferred preneed funeral and cemetery receipts held in trust
 $1,092,336  $1,011,489  $2,103,825 
 
         
             
  December 31, 2008 
  Preneed  Preneed    
  Funeral  Cemetery  Total 
      (In thousands)     
Trust investments
 $978,763  $798,902  $1,777,665 
Accrued trust operating payables, deferred tax assets, and other
  16,816   23,184   40,000 
 
         
Deferred preneed funeral and cemetery receipts held in trust
 $995,579  $822,086  $1,817,665 
 
         
Care Trusts’ Corpus
     The Care trusts’ corpus reflected in our unaudited condensed consolidated balance sheet represents the cemetery perpetual care trusts, including the related accrued expenses, deferred tax assets, and other long-term liabilities of our cemetery perpetual care trusts.
     The components of Care trusts’ corpus in our unaudited condensed consolidated balance sheet at September 30, 2009 and December 31, 2008 are detailed below.
         
  September 30,  December 31, 
  2009  2008 
  (In thousands) 
Cemetery perpetual care trust investments
 $848,159  $744,758 
Accrued trust operating payables, deferred tax assets, and other
  1,300   27,476 
 
      
Care trusts’ corpus
 $849,459  $772,234 
 
      
Other Income (Expense), Net
     The components of Other income (expense), net in our unaudited condensed consolidated statement of operations for the three and nine months ended September 30, 2009 and 2008 are detailed below. See Notes 4, 5, and 6 for further discussion of the amounts related to the funeral, cemetery, and cemetery perpetual care trusts.
                     
  Three Months Ended September 30, 2009 
          Cemetery       
  Funeral  Cemetery  Perpetual       
  Trusts  Trusts  Care Trusts  Other, Net  Total 
          (In thousands)         
Realized gains
 $5,599  $6,585  $1,358  $  $13,542 
Realized losses and impairment charges
  (15,132)  (29,544)  (8,732)     (53,408)
Interest, dividend, and other ordinary income
  4,928   4,310   7,199      16,437 
Trust expenses and income taxes
  (1,337)  (1,583)  1,309      (1,611)
 
               
Net trust investment (loss) income
  (5,942)  (20,232)  1,134      (25,040)
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus
  5,942   20,232   (1,134)     25,040 
Other income, net
           301   301 
 
               
Total other income, net
 $  $  $  $301  $301 
 
               

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  Nine Months Ended September 30, 2009 
          Cemetery       
  Funeral  Cemetery  Perpetual       
  Trusts  Trusts  Care Trusts  Other, Net  Total 
          (In thousands)         
Realized gains
 $12,957  $12,615  $5,082  $  $30,654 
Realized losses and impairment charges
  (66,659)  (81,792)  (25,704)     (174,155)
Interest, dividend, and other ordinary income
  15,786   15,815   28,071      59,672 
Trust expenses and income taxes
  (2,315)  (1,602)  (4,381)     (8,298)
 
               
Net trust investment (loss) income
  (40,231)  (54,964)  3,068      (92,127)
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus
  40,231   54,964   (3,068)     92,127 
Other expense, net
           (442)  (442)
 
               
Total other expense, net
 $  $  $  $(442) $(442)
 
               
                     
  Three Months Ended September 30, 2008 
          Cemetery       
  Funeral  Cemetery  Perpetual       
  Trusts  Trusts  Care Trusts  Other, Net  Total 
          (In thousands)         
Realized gains
 $7,535  $11,462  $1,529  $  $20,526 
Realized losses and impairment charges
  (9,342)  (10,860)  (2,932)     (23,134)
Interest, dividend, and other ordinary income
  4,798   5,058   7,823      17,679 
Trust expenses and income taxes
  (1,889)  (2,633)  439      (4,083)
 
               
Net trust investment income
  1,102   3,027   6,859      10,988 
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus
  (1,102)  (3,027)  (6,859)     (10,988)
Other expense, net
           (1,000)  (1,000)
 
               
Total other expense, net
 $  $  $  $(1,000) $(1,000)
 
               
                     
  Nine Months Ended September 30, 2008 
          Cemetery       
  Funeral  Cemetery  Perpetual       
  Trusts  Trusts  Care Trusts  Other, Net  Total 
          (In thousands)         
Realized gains
 $37,844  $34,876  $11,881  $  $84,601 
Realized losses and impairment charges
  (36,232)  (40,671)  (16,563)     (93,466)
Interest, dividend, and other ordinary income
  25,085   21,796   26,199      73,080 
Trust expenses and income taxes
  (10,960)  (18,027)  (2,483)     (31,470)
 
               
Net trust investment income (loss)
  15,737   (2,026)  19,034      32,745 
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus
  (15,737)  2,026   (19,034)     (32,745)
Other expense, net
           (1,061)  (1,061)
 
               
Total other expense, net
 $  $  $  $(1,061) $(1,061)
 
               

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8. Income Taxes
     Income tax expense during interim periods is based on our estimated annual effective income tax rate plus any discrete items, which are recorded in the period in which they occur. Discrete items include, among others, such events as tax audit settlements, expiration of statute of limitations, and increases or decreases in valuation allowances due to changes in projected future earnings.
     Our effective tax rate was 38.8% and 7.3% for the three months ending September 30, 2009 and September 30, 2008, respectively. For the nine month periods ending September 30, 2009 and September 30, 2008 our effective tax rate was 38.8% and 34.6%, respectively. The low tax rate in 2008 reflects discrete items, including the release of tax reserves due to the expiration of certain statutory limitations and state tax planning.
     We file numerous federal, state, and foreign income tax returns. A number of years may elapse before particular tax matters, for which we have unrecognized tax benefits, are audited and finally settled. In the United States, the Internal Revenue Service has recently completed its field work for tax years 1999 through 2002 and is currently auditing tax years 2003 through 2005. Various state and foreign jurisdictions are auditing years through 2005. It is reasonably possible that one or more of our multi-jurisdictional audits will be settled by December 31, 2009, and if favorably resolved could result in a significant reduction in the amount of our unrecognized tax benefits.
9. Debt
     Debt as of September 30, 2009 and December 31, 2008 was as follows:
         
  September 30, 2009  December 31, 2008 
  (In thousands) 
7.7% Notes due April 2009
 $  $28,731 
7.875% Debentures due February 2013
  32,127   55,627 
7.375% Senior notes due October 2014
  245,000   250,000 
6.75% Notes due April 2015
  160,250   200,000 
6.75% Notes due April 2016
  233,143   250,000 
7.0% Notes due June 2017
  295,000   300,000 
7.625% Senior notes due October 2018
  250,000   250,000 
7.5% Notes due April 2027
  200,000   200,000 
Series B Senior notes due November 2011
  150,000   150,000 
Obligations under capital leases
  111,982   109,782 
Mortgage notes and other debt, maturities through 2047
  69,967   58,976 
Unamortized pricing discounts and other
  (3,901)  (4,608)
 
      
Total debt
 $1,743,568  $1,848,508 
Less current maturities
  (26,061)  (27,104)
 
      
Total long-term debt
 $1,717,507  $1,821,404 
 
      
     Current maturities of debt at September 30, 2009 were primarily comprised of our capital lease obligations. Our consolidated debt had a weighted average interest rate of 6.29% at September 30, 2009 and 6.70% at December 31, 2008. Approximately 82% and 87% of our total debt had a fixed interest rate at September 30, 2009 and December 31, 2008, respectively.
Bank Credit Facility
     We entered into a five-year $450 million bank credit facility in November 2006 with a syndicate of financial institutions, comprised of a $300 million revolving credit facility and a $150 million term loan facility, including a sublimit of $175 million for letters of credit.
     The bank credit facility matures in November 2011. As of September 30, 2009, we have used the facility to support $53.2 million of letters of credit. The credit facility provides us with flexibility for working capital, if needed, and is guaranteed by our domestic subsidiaries. The subsidiary guaranty is a guaranty of payment of the outstanding amount of the total lending commitment, including letters of credit. The credit facility contains certain financial covenants, including a minimum interest coverage ratio, a maximum leverage ratio, and certain dividend and share repurchase restrictions. We pay a quarterly fee on the unused commitment, which ranges from 0.25% to 0.50%. As of September 30, 2009, we have no outstanding cash advances on the revolving credit facility.

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     In the fourth quarter of 2009, we intend to amend and extend our senior credit facility to increase the availability thereunder from $300 million to $400 million, and we expect to use cash on hand and the increased availability under our facility to prepay in full our privately placed $150 million aggregate principal amount of Series B Senior notes due November 2011.
Debt Extinguishments and Reductions
     During the nine months ended September 30, 2009, we made debt payments of $118.4 million, including the following scheduled payments and purchases on the open market:
  $28.7 million balance of our 7.7% Notes due April 2009;
 
  $23.5 million aggregate principal amount of our 7.875% Debentures due February 2013;
 
  $5.0 million aggregate principal amount of our 7.375% Senior notes due October 2014;
 
  $39.8 million aggregate principal amount of our 6.75% Notes due April 2015;
 
  $16.9 million aggregate principal amount of our 6.75% Notes due April 2016; and
 
  $5.0 million aggregate principal amount of our 7.0% Notes due June 2017.
     Certain of the above transactions resulted in the recognition of a $3.9 million gain recorded in Gain on early extinguishment of debt, net during the nine months ended September 30, 2009, which represents the write-off of unamortized deferred loan costs of $1.3 million and a $5.2 million net discount on the purchase of the notes.
     During the nine months ended September 30, 2008, we repaid $45.2 million aggregate principal amount of our 6.50% Notes due March 2008. There was no gain or loss recognized as a result of this repayment.
Capital Leases
     During the nine months ended September 30, 2009 and 2008, we acquired $15.0 million and $21.3 million, respectively, of transportation equipment using capital leases.
10. Fair Value of Financial Instruments
Fair Value Estimates
     The fair value estimates of the following financial instruments have been determined using available market information and appropriate valuation methodologies. The carrying values of cash and cash equivalents, trade receivables, and trade payables approximate the fair values of those instruments due to the short-term nature of the instruments. The fair values of receivables on preneed funeral contracts and cemetery contracts are impracticable to estimate because of the lack of a trading market and the diverse number of individual contracts with varying terms.
     The fair value of our debt instruments at September 30, 2009 and December 31, 2008 was as follows:
         
  September 30, 2009  December 31, 2008 
  (In thousands) 
7.7% Notes due April 2009
 $  $27,869 
7.875% Debentures due February 2013
  31,886   49,441 
7.375% Senior notes due October 2014
  245,000   215,000 
6.75% Notes due April 2015
  156,644   154,500 
6.75% Notes due April 2016
  229,063   190,000 
7.0% Notes due June 2017
  289,100   234,000 
7.625% Senior notes due October 2018
  251,875   194,750 
7.5% Notes due April 2027
  180,000   129,750 
Series B Senior notes due November 2011
  134,594   106,222 
Mortgage notes and other debt, maturities through 2047
  64,301   43,674 
 
      
Total fair value of debt instruments
 $1,582,463  $1,345,206 
 
      

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     The fair values of our long-term, fixed rate securities were estimated using market prices for those securities, and therefore they are classified within Level 1 of the Fair Value Measurements hierarchy discussed in Note 2. The Series B Senior notes due 2011 and the mortgage and other debt fall within Level 3 of the Fair Value Measurements hierarchy. The fair values of these instruments have been estimated using discounted cash flow analysis based on our incremental borrowing rate for similar borrowing arrangements.
11. Share-Based Compensation
Stock Benefit Plans
     We utilize the Black-Scholes option valuation model for estimating the fair value of our stock options. This model allows the use of a range of assumptions related to volatility, the risk-free interest rate, the expected life, and the dividend yield. The expected volatility utilized in the valuation model is based on the historical volatility of our stock price. The dividend yield and expected holding period are based on historical experience and management’s estimate of future events. The risk-free interest rate is derived from the U.S. Treasury yield curve based on the expected life of the option in effect at the time of the grant. The fair values of our stock options are calculated using the following weighted average assumptions for the nine months ended September 30, 2009:
     
  Nine Months Ended
Assumptions September 30, 2009
Dividend yield
  3.5%
Expected volatility
  32.3%
Risk-free interest rate
  1.8%
Expected holding period
 5.0 years
Stock Options
     The following table sets forth stock option activity for the nine months ended September 30, 2009:
         
      Weighted-Average 
  Options  Exercise Price 
Outstanding at December 31, 2008
  10,861,889  $7.77 
Granted
  3,995,080   4.19 
Exercised
  (2,811,000)  4.77 
Canceled
  (703,327)  9.15 
 
       
Outstanding at September 30, 2009
  11,342,642  $7.17 
 
       
Exercisable at September 30, 2009
  5,868,131  $8.09 
 
       
     As of September 30, 2009, the unrecognized compensation expense related to stock options of $6.8 million is expected to be recognized over a weighted average period of 1.2 years.
Restricted Shares
     Restricted share activity for the nine months ended September 30, 2009 was as follows:
         
      Weighted-Average 
  Restricted  Grant-Date 
  shares  Fair Value 
Nonvested restricted shares at December 31, 2008
  591,941  $10.69 
Granted
  829,400   4.19 
Vested
  (319,901)  9.94 
 
       
Nonvested restricted shares at September 30, 2009
  1,101,440  $6.01 
 
       
     As of September 30, 2009, the unrecognized compensation expense related to restricted shares of $4.6 million is expected to be recognized over a weighted average period of 1.3 years.

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12. Equity
     Our components of Accumulated other comprehensive income are as follows:
             
  Foreign      Accumulated 
  Currency  Unrealized  Other 
  Translation  Gains and  Comprehensive 
  Adjustment  Losses  Income 
  (In thousands) 
Balance at December 31, 2008
 $36,649  $  $36,649 
Foreign currency translation effects
  46,244      46,244 
Increase in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes of $(181,713)
     293,602   293,602 
Reclassification of net unrealized gains activity attributable to the deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus, net of taxes of $181,713
     (293,602)  (293,602)
 
         
Balance at September 30, 2009
 $82,893  $  $82,893 
 
         
     The assets and liabilities of foreign operations are translated into U.S. dollars using the current exchange rate. The U.S. dollar amount that arises from such translation, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in the foreign currency translation adjustment in Accumulated other comprehensive income. Income taxes are generally not provided on foreign currency translation adjustments.
     Our components of comprehensive income are as follows for the three and nine months ended September 30, 2009 and 2008:
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (In thousands)  (In thousands) 
Comprehensive income:
                
Net income
 $30,562  $14,772  $88,522  $87,688 
Other comprehensive income (loss)
  24,986   (15,943)  46,244   (33,090)
 
            
Comprehensive income (loss)
 $55,548  $(1,171) $134,766  $54,598 
 
            
Cash Dividends
     On August 13, 2009, our Board of Directors approved a cash dividend of $.04 per common share. At September 30, 2009, this dividend totaling $10.1 million was recorded in Accounts payable and accrued liabilities and Capital in excess of par value in our unaudited condensed consolidated balance sheet. This dividend was paid on October 30, 2009.
Share Repurchase Program
     Subject to market conditions, normal trading restrictions, and limitations in our debt covenants, we may make purchases in the open market or through privately negotiated transactions under our stock repurchase program. We did not repurchase any shares of our common stock during the nine months ended September 30, 2009. During the nine months ended September 30, 2008, we purchased 7.0 million shares of common stock at an aggregate cost of $79.5 million and an average cost per share of $11.34. The remaining dollar value of shares authorized to be purchased under the share repurchase program was $123.4 million at September 30, 2009.

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13. Segment Reporting
     Our operations are both product based and geographically based, and the reportable operating segments presented below include our funeral and cemetery operations. Our geographic areas include the United States, Canada, and Germany.
     Our reportable segment information is as follows:
             
          Reportable
  Funeral Cemetery Segments
      (In thousands)    
Three months ended September 30,
            
Revenues from external customers:
            
2009
 $328,932  $168,285  $497,217 
2008
 $350,447  $165,992  $516,439 
Gross profit:
            
2009
 $68,705  $32,458  $101,163 
2008
 $59,137  $23,131  $82,268 
Nine months ended September 30,
            
Revenues from external customers:
            
2009
 $1,036,546  $485,215  $1,521,761 
2008
 $1,119,288  $519,384  $1,638,672 
Gross profit:
            
2009
 $223,946  $79,162  $303,108 
2008
 $240,028  $86,998  $327,026 
     The following table reconciles gross profit from reportable segments to our consolidated income from continuing operations before income taxes:
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (In thousands) 
Gross profit from reportable segments
 $101,163  $82,268  $303,108  $327,026 
General and administrative expenses
  (20,961)  (16,110)  (69,213)  (62,840)
Loss on divestitures and impairment charges, net
  (2,221)  (12,819)  (1,280)  (28,723)
Hurricane expense, net
     (4,313)     (4,313)
Other operating income, net
           585 
 
            
Operating income
  77,981   49,026   232,615   231,735 
Interest expense
  (29,383)  (33,222)  (93,439)  (100,602)
Gain on early extinguishment of debt
  482      3,922    
Interest income
  584   1,128   1,872   4,502 
Other income (expense), net
  301   (1,000)  (442)  (1,061)
 
            
Income from continuing operations before income taxes
 $49,965  $15,932  $144,528  $134,574 
 
            
     Our geographic area information is as follows:
                 
  United      
  States Canada Germany Total
  (In thousands)
Three months ended September 30,
                
Revenues from external customers:
                
2009
 $449,978  $45,680  $1,559  $497,217 
2008
 $462,611  $52,302  $1,526  $516,439 
Nine months ended September 30,
                
Revenues from external customers:
                
2009
 $1,387,219  $129,747  $4,795  $1,521,761 
2008
 $1,473,955  $159,360  $5,357  $1,638,672 

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14. Supplementary Information
     The detail of certain income statement accounts as presented in the unaudited condensed consolidated statement of operations is as follows:
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (In thousands)  (In thousands) 
Merchandise revenues:
                
Funeral
 $105,916  $113,987  $335,181  $366,520 
Cemetery
  115,882   109,634   324,530   347,087 
 
            
Total merchandise revenues
  221,798   223,621   659,711   713,607 
Services revenues:
                
Funeral
  206,955   220,801   657,848   709,849 
Cemetery
  44,359   45,850   135,773   144,762 
 
            
Total services revenues
  251,314   266,651   793,621   854,611 
 
            
Other revenues
  24,105   26,167   68,429   70,454 
 
            
Total revenues
 $497,217  $516,439  $1,521,761  $1,638,672 
 
            
Merchandise costs and expenses:
                
Funeral
 $52,804  $58,065  $170,014  $187,990 
Cemetery
  48,750   46,848   140,658   151,544 
 
            
Total cost of merchandise
  101,554   104,913   310,672   339,534 
Services costs and expenses:
                
Funeral
  102,321   116,385   311,953   341,976 
Cemetery
  23,880   25,355   74,908   80,710 
 
            
Total cost of services
  126,201   141,740   386,861   422,686 
 
            
Overhead and other expenses
  168,299   187,518   521,120   549,426 
 
            
Total costs and expenses
 $396,054  $434,171  $1,218,653  $1,311,646 
 
            
15. Commitments and Contingencies
Representations and Warranties
     As of September 30, 2009, we have contingent obligations of $9.9 million (of which $3.7 million is reflected in our unaudited condensed consolidated financial statements as a liability) resulting from our previous international asset sales and joint venture transactions. In some cases, we have agreed to guarantee certain representations and warranties made in such divestiture transactions with letters of credit or interest-bearing cash investments. We have interest-bearing cash investments of $24.3 million included in Deferred charges and other assets collateralizing certain of these contingent obligations. We believe it is remote that we will ultimately be required to fund third-party claims against these representations and warranties above the carrying value of the liability.
     In 2004, we disposed of our funeral operations in France to a newly formed, third-party company. As a result of this sale, we recognized certain Euro-denominated contractual obligations related to representations, warranties, and other indemnifications. The remaining obligation related to these indemnifications was 1.0 million, or $1.5 million at September 30, 2009.
     During the nine months ended September 30, 2009, we released certain value-added tax (VAT) and social security indemnifications related to our former French operations as a result of the expiration of the statutory period of limitations. In addition, we reduced our related litigation reserves as a result of recent favorable court rulings. These transactions, after consideration of related foreign currency translation effects, resulted in a $17.7 million reduction of the carrying value of our obligation for the nine months ended September 30, 2009. These indemnification reserve reductions were recorded in Loss on divestitures and impairment charges, net during the nine months ended September 30, 2009. No reductions were recorded in the three months ended September 30, 2009.
Insurance Loss Reserves
     We purchase comprehensive general liability, morticians and cemetery professional liability, automobile liability, and workers’ compensation insurance coverage structured with high deductibles. The high-deductible insurance program means we are primarily self-insured for claims and associated costs and losses covered by these policies. As of September 30, 2009 and December 31, 2008, we have self-insurance reserves of $59.3 million and $63.6 million, respectively.

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Litigation
     We are a party to various litigation matters, investigations, and proceedings. For each of our outstanding legal matters, we evaluate the merits of the case, our exposure to the matter, possible legal or settlement strategies, and the likelihood of an unfavorable outcome. We intend to vigorously defend ourselves in the lawsuits described herein; however, if we determine that an unfavorable outcome is probable and can be reasonably estimated, we establish the necessary accruals. We hold certain insurance policies that may reduce cash outflows with respect to an adverse outcome of certain of these litigation matters. We accrue such insurance recoveries when they become probable of being paid and can be reasonably estimated.
     Conley Investment Counsel v. Service Corporation International, et al.; Civil Action 04-MD-1609; in the United States District Court for the Southern District of Texas, Houston Division (the “2003 Securities Lawsuit”). The 2003 Securities Lawsuit resulted from the transfer and consolidation by the Judicial Panel on Multidistrict Litigation of three lawsuits — Edgar Neufeld v. Service Corporation International, et al.; Cause No. CV-S-03-1561-HDM-PAL; in the United States District Court for the District of Nevada; and Rujira Srisythemp v. Service Corporation International, et al.; Cause No. CV-S-03-1392-LDG-LRL; in the United States District Court for the District of Nevada; and Joshua Ackerman v. Service Corporation International, et al.; Cause No. 04-CV-20114; in the United States District Court for the Southern District of Florida. The 2003 Securities Lawsuit names as defendants SCI and several of SCI’s current and former executive officers or directors. The 2003 Securities Lawsuit is a purported class action alleging that the defendants failed to disclose the unlawful treatment of human remains and burial sites at two cemeteries in Fort Lauderdale and West Palm Beach, Florida. No discovery has occurred, and we cannot quantify our ultimate liability, if any, for the payment of damages.
     Burial Practices Claims. We are named as a defendant in various lawsuits alleging improper burial practices at certain of our cemetery locations. These lawsuits include the Garcia and Sandslawsuits described in the following paragraphs.
     Reyvis Garcia and Alicia Garcia v. Alderwoods Group, Inc., Osiris Holding of Florida, Inc, a Florida corporation, d/b/a Graceland Memorial Park South, f/k/a Paradise Memorial Gardens, Inc., was filed in December 2004, in the Circuit Court of the Eleventh Judicial Circuit in and for Miami-Dade County, Florida, Case No.: 04-25646 CA 32. Plaintiffs are the son and sister of the decedent, Eloisa Garcia, who was buried at Graceland Memorial Park South in March 1986, when the cemetery was owned by Paradise Memorial Gardens, Inc. Initially, the suit sought damages on the individual claims of the plaintiffs relating to the burial of Eloisa Garcia. Plaintiffs claimed that due to poor record keeping, spacing issues and maps, and the fact that the family could not afford to purchase a marker for the grave, the burial location of the decedent could not be readily located. Subsequently, the decedent’s grave was located and verified. In July 2006, plaintiffs amended their complaint, seeking to certify a class of all persons buried at this cemetery whose burial sites cannot be located, claiming that this was due to poor record keeping, maps, and surveys at the cemetery. Plaintiffs subsequently filed a third amended class action complaint and added two additional named plaintiffs. The plaintiffs are seeking unspecified monetary damages, as well as equitable and injunctive relief. No class has been certified in this matter. Since the action is in its preliminary stages, we cannot quantify our ultimate liability, if any, for the payment of any damages.
     F. Charles Sands, individually and on behalf of all others similarly situated, v. Eden Memorial Park, et al.; Case No. BC421528; in the Superior Court of the State of California for the County of Los Angeles — Central District. This case was filed in September 2009 against SCI and certain subsidiaries regarding our Eden Memorial Park cemetery in Mission Hills, California. The plaintiff seeks to certify a class of cemetery plot owners and their families. The plaintiff claims the cemetery damaged and desecrated burials in order to make room for subsequent burials. Since the case is in its preliminary stages, we cannot quantify our ultimate liability, if any, for the payment of any damages.
     Antitrust Claims. We are named as a defendant in an antitrust case filed in 2005. The case is Cause No 4:05-CV-03394; Funeral Consumers Alliance, Inc. v. Service Corporation International, et al .; in the United States District Court for the Southern District of Texas — Houston (“Funeral Consumers Case”). This was a purported class action on behalf of casket consumers throughout the United States alleging that we and several other companies involved in the funeral industry violated federal antitrust laws and state consumer laws by engaging in various anti-competitive conduct associated with the sale of caskets. Based on the case proceeding as a class action, the plaintiffs filed an expert report indicating that the damages sought from all defendants range from approximately $950 million to $1.5 billion, before trebling. We deny that we engaged in anticompetitive practices related to our casket sales and we have filed reports of our experts, which vigorously dispute the validity of the plaintiffs’ damages theories and calculations.
     To date, we have successfully contested the class action allegations. In November 2008, the Magistrate Judge issued recommendations that motions for class certification be denied in the Funeral Consumers Case. In March 2009, the District Court affirmed the Magistrate Judge’s recommendations and denied class certification. In June 2009, the Fifth Circuit Court of Appeals denied the plaintiffs’ motion requesting permission to appeal the District Court’s ruling denying class certification. Also in June 2009, the Fifth Circuit Court of Appeals denied plaintiffs motion requesting that the court reconsider its ruling.

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     In addition to the Funeral Consumers Case, we received Civil Investigative Demands, dated August 2005 and February 2006, from the Attorney General of Maryland on behalf of itself and other state attorneys general, who commenced an investigation of alleged anticompetitive practices in the funeral industry. We also received similar Civil Investigative Demands from the Attorneys General of Florida and Connecticut. In the second and third quarters of 2009, we received notice that the Attorneys General of Conneticut, Maryland, and Florida had closed their respective investigations.
     Wage and Hour Claims. We are named a defendant in various lawsuits alleging violations of federal and state laws regulating wage and hour overtime pay, including the Prise, Bryant, Bryant, Stickle , and Welch lawsuits described in the following paragraphs.
     Prise, et al., v. Alderwoods Group, Inc., and Service Corporation International; Cause No. 06-164; in the United States District Court for the Western District of Pennsylvania (the “Wage and Hour Lawsuit”). The Wage and Hour Lawsuit was filed by two former Alderwoods (Pennsylvania), Inc., employees in December 2006 and purports to have been brought under the Fair Labor Standards Act (“FLSA”) on behalf of all Alderwoods and SCI-affiliated employees who performed work for which they were not fully compensated, including work for which overtime pay was owed. The court has conditionally certified a class of claims as to certain job positions for Alderwoods employees.
     Plaintiffs allege causes of action for violations of the FLSA, failure to maintain proper records, breach of contract, violations of state wage and hour laws, unjust enrichment, fraud and deceit, quantum meruit, negligent misrepresentation, and negligence. Plaintiffs seek injunctive relief, unpaid wages, liquidated, compensatory, consequential and punitive damages, attorneys’ fees and costs, and pre- and post-judgment interest. We cannot quantify our ultimate liability, if any, in this lawsuit.
     Bryant, et al. v. Alderwoods Group, Inc., Service Corporation International, et al.; Case No. 3:07-CV-5696-SI; in the U.S. District Court for the Northern District of California. This lawsuit was filed on November 8, 2007 against SCI and various subsidiaries and individuals. It too is related to the Wage and Hour Lawsuit, raising similar claims and brought by the same attorneys. This lawsuit has been transferred to the U.S. District Court for the Western District of Pennsylvania and is now Case No. 08-CV-00891-JFC. We cannot quantify our ultimate liability, if any, in this lawsuit.
     Bryant, et al. v. Service Corporation International, et al.; Case No. RG-07359593; and Helm, et al. v. AWGI & SCI; Case No. RG-07359602; in the Superior Court of the State of California, County of Almeda. These cases were filed on December 5, 2007 by counsel for plaintiffs in the Wage and Hour Lawsuit. These cases assert state law claims similar to the federal claims asserted in the Wage and Hour Lawsuit. These cases were removed to federal court in the U.S. District Court for the Northern District of California, San Francisco/Oakland Division. The Bryant case is now Case No. 3:08-CV-01190-SI and the Helm case is now Case No. 2:-CV-01184- SI. We cannot quantify our ultimate liability, if any, in these lawsuits.
     Stickle, et al. v. Service Corporation International, et al.; Case No. 08-CV-83; in the U.S. District Court for Arizona, Phoenix Division. Counsel for plaintiffs in the Wage and Hour Lawsuit filed this case on January 17, 2008, against SCI and various related entities and individuals asserting FLSA and other ancillary claims based on the alleged failure to pay for overtime. In September 2009, the Court conditionally certified a class of claims as to certain job positions of SCI affiliated employees. We cannot quantify our ultimate liability, if any, in this lawsuit.
     Shauna Welch v. California Cemetery & Funeral Services, LLC; Case No. BC 396793; in the Superior Court of the State of California, for the County of Los Angeles. In August 2008, the plaintiff filed a class action on behalf of employees of a subsidiary in California for alleged violations of the California Labor Code and the Business & Professions Code. The plaintiff specifically alleges that she and the putative class are unable to negotiate their paychecks without paying a fee and/or without being subject to a waiting period since paychecks are issued from an out-of-state bank. We cannot quantify our ultimate liability, if any, in this lawsuit.
     The ultimate outcome of the matters described above cannot be determined at this time. We intend to vigorously defend all of the above lawsuits; however, an adverse decision in one or more of such matters could have a material effect on us, our financial condition, results of operations, and cash flows.

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16. Earnings Per Share
     Basic earnings per common share (EPS) excludes dilution and is computed by dividing Net income attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflects the potential dilution that could occur if securities or other obligations to issue common stock were exercised or converted into common stock or resulted in the issuance of common shares that then shared in our earnings.
     A reconciliation of the numerators and denominators of the basic and diluted EPS computations is presented below:
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (In thousands, except per  (In thousands, except per 
  share amounts)  share amounts) 
Amounts attributable to common stockholders:
                
Income from continuing operations:
                
Income from continuing operations — basic
 $31,162  $14,639  $88,796  $87,917 
After-tax interest on convertible debt
  13      38   38 
 
            
Income from continuing operations — diluted
 $31,175  $14,639  $88,834  $87,955 
 
            
Loss from discontinued operations, net of tax
 $  $  $  $(362)
Net income:
                
Net income — basic
 $31,162  $14,639  $88,796  $87,555 
After tax interest on convertible debt
  13      38   38 
 
            
Net income — diluted
 $31,175  $14,639  $88,834  $87,593 
 
            
Weighted average shares:
                
Weighted average shares — basic
  251,765   257,408   250,858   259,505 
Stock options
  1,162   2,962   293   3,376 
Convertible debt
  121      121   121 
 
            
Weighted average shares — diluted
  253,048   260,370   251,272   263,002 
 
            
Income from continuing operations per share:
                
Basic
 $.12  $.06  $.35  $.34 
Diluted
 $.12  $.06  $.35  $.33 
 
            
Net income per share:
                
Basic
 $.12  $.06  $.35  $.34 
Diluted
 $.12  $.06  $.35  $.33 
 
            
     The computation of diluted EPS excludes outstanding stock options and convertible debt in certain periods in which the inclusion of such options and debt would be antidilutive in the periods presented. Total options and convertible debentures not currently included in the computation of dilutive EPS are as follows (in shares):
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (In thousands)  (In thousands) 
Antidilutive options
  6,242   3,413   6,245   3,191 
Antidilutive convertible debentures
     173      52 
 
            
Total common stock equivalents excluded from computation
  6,242   3,586   6,245   3,243 
 
            
     We adopted the FASB authoritative guidance on determining whether instruments granted in share-based payment transactions are participating securities, on January 1, 2009. Our adoption had no material impact on our reported EPS as reflected in these unaudited condensed consolidated financial statements.
17. Divestiture-Related Activities
     As divestitures occur in the normal course of business, gains or losses on the sale of such businesses are recognized in the income statement line item Loss on divestitures and impairment charges, net. Additionally, as divestitures occur pursuant to our ongoing asset sale programs, adjustments are made through this income statement line item to reflect the difference between actual proceeds received from the sale compared to the original estimates.

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     Loss on divestitures and impairment charges, net consists of the following:
                 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (In thousands)  (In thousands) 
(Loss) gain on divestitures, net
 $(72) $3,627  $11,753  $(4,843)
Impairment losses
  (2,149)  (16,446)  (13,033)  (23,880)
 
            
 
 $(2,221) $(12,819) $(1,280) $(28,723)
 
            
     In the third quarter of 2009, we recognized a net $2.2 million of losses on impairment charges and asset divestitures. During the nine months ended September 30, 2009, we recognized $19.0 million in impairment charges and asset divestitures offset by a $17.7 million gain due to the release of VAT and social security indemnifications and a reduction of certain litigation indemnifications related to our former French operations. See Note 15 for further discussion of the indemnification liability.
Assets Held for Sale
     Net assets held for sale were as follows:
         
  September 30, 2009  December 31, 2008 
  (In thousands) 
Assets:
        
Current assets
 $1,512  $1,279 
Preneed funeral receivables, net and trust investments
  2,381   3,099 
Preneed cemetery receivables, net and trust investments
  54,651   49,985 
Cemetery property, at cost
  10,059   11,047 
Property and equipment, net
  5,227   1,386 
Deferred charges and other assets
  11,146   11,748 
Cemetery perpetual care trust investments
  19,778   20,247 
 
      
Total assets
  104,754   98,791 
 
      
Liabilities:
        
Accounts payable and accrued liabilities
  625   465 
Deferred preneed funeral revenues
  2,938   2,640 
Deferred preneed cemetery revenues
  56,537   51,730 
Other liabilities
  928   920 
Care trusts’ corpus
  19,778   20,247 
 
      
Total liabilities
  80,806   76,002 
 
      
Net assets held for sale
 $23,948  $22,789 
 
      
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The Company
     We are North America’s largest provider of deathcare products and services, with a network of funeral homes and cemeteries unequalled in geographic scale and reach. At September 30, 2009, we operated 1,250 funeral service locations and 364 cemeteries (including 206 combination locations) in North America, which are geographically diversified across 43 states, eight Canadian provinces, the District of Columbia, and Puerto Rico. Our funeral segment also includes the operations of 12 funeral homes in Germany that we intend to exit when economic values and conditions are conducive to a sale. Our funeral service and cemetery operations consist of funeral service locations, cemeteries, funeral service/cemetery combination locations, crematoria, and related businesses. We sell cemetery property and funeral and cemetery products and services at the time of need and on a preneed basis.
     Our financial stability is further enhanced by our $6.5 billion backlog of future revenues from both trust and insurance-funded sales at September 30, 2009, which is the result of preneed funeral and cemetery sales. We believe we have the financial strength and flexibility to reward shareholders through dividends while maintaining a prudent capital structure and pursuing new opportunities for profitable growth.

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Recent Events
Acquisition
     On October 14, 2009, we entered into a definitive support agreement in which we agreed to acquire all of the outstanding common shares of Keystone North America Inc. (Keystone) for C$8.00 per share in cash. Keystone operates 199 funeral homes and 15 cemeteries in North America. The total transaction is valued at approximately $256 million, including the assumption of Keystone’s outstanding debt.
     We have substantial cash on hand that will be used in the transaction and have entered into a commitment letter with JPMorgan Chase Bank, N.A. and Bank of America, N.A. providing for a $250 million bridge financing, subject to certain conditions identified therein. We believe that we have a number of debt capital market alternatives, and we will determine the optimal funding structure consisting of a combination of long-term permanent debt and short-term pre-payable debt prior to the close of the transaction.
     The transaction is anticipated to close in the first quarter of 2010, subject to customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Act; however, there can be no assurance the acquisition will be completed by this time or at all.
Bank Credit Facility
     In the fourth quarter of 2009, we intend to amend and extend our senior credit facility to increase the availability thereunder from $300 million to $400 million, and we expect to use cash on hand and the increased availability under our facility to prepay in full our privately placed $150 million aggregate principal amount of Series B Senior notes due November 2011.
Financial Condition, Liquidity and Capital Resources
Recent Volatility in Financial Markets
     The weakened economy has created some volatility in our cemetery property sales production. During the nine months ended September 30, 2009, preneed and atneed comparable, or “same store”, cemetery property production declined 4.0%, which negatively impacted our cemetery revenue. However, in the third quarter of 2009, we did experience significant recovery compared with the previous three quarters. Preneed and atneed comparable cemetery property sales production increased 15.9% from the prior year third quarter, which exceeded our expectations. See Item 1A of our Form 10-K for the fiscal year ended December 31, 2008 for further discussion of risks presented by the economy.
     Our funeral, cemetery merchandise and service, and cemetery perpetual care trusts have been impacted by the volatility in the U.S. and global financial markets. The fair market value of our trust investments declined sharply in the second half of 2008. Since that time, our trusts have recovered commensurate with the overall improvement in the financial markets. During the nine months ended September 30, 2009, our combined trust fund assets increased 19.9%, primarily due to unrealized aggregate net gains. These gains were partially offset by realized aggregate net losses (excluding impairments) of $72.6 million in our preneed funeral and cemetery merchandise and service trusts. In addition, we realized aggregate net losses (excluding impairments) of $8.0 million in our cemetery perpetual care trusts.
     As of September 30, 2009, we have cumulative net unrealized losses of $119.1 million in our preneed funeral and cemetery merchandise and service trusts, and cumulative net unrealized losses of $54.5 million in our cemetery perpetual care trusts, as discussed in Notes 4, 5, and 6 in Part I, Item 1, Financial Statements. In the third quarter of 2009, we experienced a substantial recovery in our trust investments, with net investment activity that reduced our net unrealized losses by $200.3 million in our preneed funeral and cemetery merchandise and service trusts and by $77.7 million in our cemetery perpetual care trusts. At September 30, 2009, these net unrealized losses represented 6.6% of our original cost basis of $2.6 billion. As explained in “Critical Accounting Policies, Fair Value Measurements” in our 2008 Annual Report on Form 10-K, changes in unrealized gains and/or losses related to these securities are reflected in Accumulated other comprehensive income and offset by the Deferred preneed funeral and cemetery receipts held in trustand Care trusts’ corpus interests in those unrealized gains and/or losses. Therefore, the majority of these significant net unrealized losses are not reflected in our consolidated statement of operations for the nine months ended September 30, 2009. We do, however, rely on our trust investments to provide funding for the various contractual obligations that arise upon maturity of the underlying preneed contracts. Because of the long-term relationship between the establishment of trust investments and the required performance of the underlying contractual obligations, the impact of current market conditions that may exist at any given time is not necessarily indicative of our ability to generate profit on our future performance obligations.

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Trust Investments
     In addition to selling our products and services to client families at the time of need, we sell price-guaranteed preneed funeral and cemetery contracts, which provide for future funeral or cemetery services and merchandise. Since preneed funeral and cemetery services or merchandise will not be provided until sometime in the future, most states and provinces require that all or a portion of the funds collected from customers on preneed funeral and cemetery contracts be paid into trusts until the merchandise is delivered or the service is performed. Investment earnings associated with our trust investments are expected to mitigate the inflationary costs of providing the preneed funeral and cemetery services and merchandise in the future for the prices that were guaranteed at the time of sale.
     Also, we are required by state or provincial law to pay a portion of the proceeds from the sale of cemetery property interment rights into perpetual care trusts. For these investments, the original corpus remains in the trust in perpetuity and the net ordinary earnings are intended to offset the expense to maintain the cemetery property. The majority of states require that net gains and losses are retained and added to the corpus, but certain states allow the net realized gains and losses to be included in the income that is distributed.
     Independent trustees manage and invest all of the funds deposited into our funeral and cemetery merchandise and service trusts as well as the cemetery perpetual care trusts. The trustees are selected based on their respective geographic footprint and qualifications per state regulations. All of our trustees engage the same independent investment advisor. The investment guidelines are governed by state and provincial legislation. The trustees, with input from the investment advisor, establish an investment policy that serves as an operating document to guide the investment activities of the trusts including asset allocation and manager selection. Asset allocation is based on regulatory guidelines and matched to the liability structure of each trust.
     The investment advisor recommends investment managers to the trustees that are selected on the basis of various criteria set forth in the investment policy. The primary investment objectives for the funeral and cemetery merchandise and service trusts include (1) achieving growth of principal over time sufficient to preserve and increase the purchasing power of the assets; (2) producing current income to support the specific objectives of each trust type; and (3) preserving capital within acceptable levels of volatility. Preneed funeral and cemetery contracts generally take years to mature. Therefore, the funds associated with these contracts are often invested for several market cycles. While cemetery perpetual care trusts share the same investment objectives as listed above, these trusts emphasize providing a steady stream of investment income with some capital appreciation. The trusts seek to control risk and volatility through a combination of asset class, manager, and security level diversification.
     The market values of our trust investments at September 30, 2009 are detailed below (in thousands).
                     
          Total Funeral       
  Funeral  Cemetery  and Cemetery  Cemetery    
  Merchandise  Merchandise  Merchandise  Perpetual    
  and Service  and Service  and Service  Care Funds  Total 
Fixed income securities:
                    
U.S. Treasury
 $35,695  $41,196  $76,891  $6,157  $83,048 
Canadian government
  93,156   14,945   108,101   25,178   133,279 
Corporate
  34,365   9,615   43,980   40,011   83,991 
Mortgage-backed
  5,107   9,299   14,406   3,693   18,099 
Asset-backed
  150      150      150 
Equity securities:
                    
Preferred stock
           8,926   8,926 
Common stock (based on investment objectives):
                    
Growth
  150,657   208,432   359,089   4,098   363,187 
Value
  170,742   251,547   422,289   115,577   537,866 
Mutual funds:
                    
Equity
  92,660   204,806   297,466   97,096   394,562 
Fixed income
  135,243   178,713   313,956   470,757   784,713 
Private equity
  10,911   3,788   14,699   8,271   22,970 
Other
  1,298   1,346   2,644   6,508   9,152 
 
               
 
  729,984   923,687   1,653,671   786,272   2,439,943 
 
               
Assets associated with businesses held for sale
  (1,786)  (49,424)  (51,210)  (19,778)  (70,988)
Cash and cash equivalents
  150,452   139,110   289,562   81,665   371,227 
Insurance-backed fixed income securities
  214,999      214,999      214,999 
 
               
Total trust assets
 $1,093,649  $1,013,373  $2,107,022  $848,159  $2,955,181 
 
               

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     As of the end of the quarter, 96% of our trusts were under the control and custody of four preferred trustees. The three large U.S. trustees primarily use common trust fund structures as the investment vehicle for their trusts. Through the common trust fund structure, each respective trustee manages the allocation of assets through individual managed accounts or institutional mutual funds. In the event a particular state prohibits the use of a common trust fund as a qualified investment, the trustee utilizes institutional mutual funds. The U.S. trusts include a modest allocation to alternative investments, which are comprised primarily of private equity and real estate investments. These investments are structured as limited liability companies (LLCs) and are managed by certain trustees. The trusts that are eligible to allocate a portion of their investments to alternative investments purchase units of the respective LLCs.
Fixed Income Securities
     Fixed income investments are intended to preserve principal, provide a source of current income, and reduce overall portfolio volatility. Our trusts have direct investments primarily in government fixed income securities.
     Canadian government fixed income securities are investments in Canadian federal and provincial government instruments. In many cases, regulatory restrictions mandate that the funds from the sales of preneed funeral and cemetery products sold in certain Canadian jurisdictions must be invested in these instruments.
Equity Securities
     Equity investments have historically provided long-term capital appreciation in excess of inflation. Our trusts have direct investments primarily in domestic equity portfolios that include large, mid and small capitalization companies of different investment objectives (i.e., growth and value). The majority of our equity portfolio is managed by multiple institutional investment managers that specialize in an objective-specific area of expertise. Our equity securities are exposed to market risk; however, these securities are well diversified. As of September 30, 2009, the largest single equity position represented less than 1% of our total equity securities portfolio.
Mutual Funds
     Our trust funds employ institutional mutual funds where operationally or economically efficient. Institutional mutual funds are utilized to invest in various asset classes including US equities, non-US equities, convertible bonds, corporate bonds, government bonds, Treasury inflation protected securities (TIPS), high yield bonds, real estate investment trusts (REITs), and commodities. Our mutual funds are governed by guidelines outlined in their individual prospectuses.
Private Equity
     The objective of these investments is to provide high rates of return with controlled volatility. These investments are typically long-term in duration. These investments are diversified by strategy, sector, manager, and vintage year. Private equity exposure is accessed through LLCs established by certain preferred trustees. These LLCs invest in numerous limited partnerships, including private equity, fund of funds, distressed debt, real estate, and mezzanine financing. The trustees that have oversight of their respective LLCs work closely with the investment advisor in making all current investments.
Outlook for Trust Investments
     The trust fund income recognized from these investment assets continues to be volatile. During the recent economic downturn, our trusts outperformed the broad market due to their diversified investment strategy. During the twelve months ended September 30, 2009, the Standard and Poor’s 500 Index decreased approximately 7% and the combined SCI trusts increased approximately 5%. During the three months ended September 30, 2009, the Standard and Poor’s 500 Index increased approximately 16% and the combined SCI trusts increased approximately 12%. As the capital markets continue to improve, we expect our trusts to participate in the recovery.

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     SCI, its trustees and the investment advisor continue to monitor the capital markets and the trusts on an ongoing basis. The trustees, with input from the investment advisor, will take prudent action as needed to achieve the investment goals and objectives of the trusts.
Capital Allocation Considerations
     We rely on cash flow from operations as a significant source of liquidity. Our cash flow from operating activities provided $305.3 million during the nine months ended September 30, 2009. Our current cash and cash equivalents balance is approximately $200 million as of October 31, 2009. In addition, we have approximately $250 million in excess borrowing capacity under our revolving credit facility.
     Our credit facility requires us to maintain certain leverage and interest coverage ratios. As of September 30, 2009, we were in compliance with all of our debt covenants. Our financial covenant requirements and actual ratios as of September 30, 2009 are as follows:
       
  Per credit  
  agreement Actual
Leverage ratio
 4.25 (Max)  3.35 
Interest coverage ratio
 2.75 (Min)  3.73 
     Our financial covenant requirements under our credit facility become more restrictive over time. Under the existing agreement, our future leverage and interest coverage ratios are as follows:
     
  Leverage ratio (max)
2009
  4.25 
2010
  3.75 
Thereafter
  3.50 
     
  Interest coverage ratio (min)
2009 thru June 2010
  2.75 
Thereafter
  3.00 
     We intend to amend and extend our senior credit facility to increase the availability thereunder from $300 million to $400 million, and we expect to use cash on hand and the increased availability under our facility to prepay in full our privately placed $150 million aggregate principal amount of Series B Senior notes due November 2011.
     We believe our sources of liquidity can be supplemented by our ability to access the capital markets for additional debt or equity securities. However, given the current environment, interest rates on new borrowings are significantly higher than levels experienced in recent history. We believe that our cash on hand, future operating cash flows, and the available capacity under our credit facility will be adequate to meet our financial obligations over the next 12 months.
Cash Flow
     We believe our ability to generate strong operating cash flow is one of our fundamental financial strengths and provides us with substantial flexibility in meeting operating and investing needs.
     Operating Activities — Net cash provided by operating activities increased $71.9 million during the nine months ended September 30, 2009, compared to the nine months ended September 30, 2008. The increase was the result of a $90 million United States Federal transaction-related tax payment in the prior year, partially offset by an $18.1 million net decrease in working capital. The net decrease in working capital reflects lower collections of preneed and atneed receivables, which were partially offset by our cost control initiatives in the current year.
     Investing Activities — Net cash used in investing activities decreased $72.4 million during the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008, primarily due to a decrease of $45.9 million in capital expenditures, a $20.5 million decrease in deposits of restricted funds, and a $5.2 million decrease in acquisition activity.

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     Financing Activities — Net cash used in financing activities increased by $52.8 million during the nine months ended September 30, 2009 compared to the nine months ended September 30, 2008, primarily due to a $64.2 million increase in debt payments in 2009 to early extinguish certain of our debt, partially offset by a $7.3 million increase in proceeds from exercise of stock options.
Financial Assurances
     In support of our operations, we have entered into arrangements with certain surety companies whereby such companies agree to issue surety bonds on our behalf as financial assurance and/or as required by existing state and local regulations. The surety bonds are used for various business purposes; however, the majority of the surety bonds issued and outstanding have been used to support our preneed funeral and cemetery sales activities. The obligations underlying these surety bonds are recorded on the unaudited condensed consolidated balance sheet as Deferred preneed funeral revenues and Deferred preneed cemetery revenues. The breakdown of surety bonds between funeral and cemetery preneed arrangements, as well as surety bonds for other activities, is described below.
         
  September 30, 2009  December 31, 2008 
  (Dollars in millions) 
Preneed funeral
 $126.6  $130.6 
Preneed cemetery:
        
Merchandise and service
  125.8   132.4 
Pre-construction
  2.3   2.9 
 
      
Bonds supporting preneed funeral and cemetery obligations
  254.7   265.9 
 
      
Bonds supporting preneed business permits
  4.6   5.1 
Other bonds
  21.6   17.7 
 
      
Total surety bonds outstanding
 $280.9  $288.7 
 
      
     When selling preneed funeral and cemetery contracts, we may post surety bonds where allowed by state law. We post the surety bonds in lieu of trusting a certain amount of funds received from the customer. The amount of the bond posted is generally determined by the total amount of the preneed contract that would otherwise be required to be trusted, in accordance with applicable state law. For the three months ended September 30, 2009 and 2008, we had $6.0 million and $7.3 million, respectively, of cash receipts attributable to bonded sales. For the nine months ended September 30, 2009 and 2008, we had $18.6 million and $23.1 million, respectively, of cash receipts attributable to bonded sales. These amounts do not consider reductions associated with taxes, obtaining costs, or other costs.
     Surety bond premiums are paid annually and are automatically renewable until maturity of the underlying preneed contracts, unless we are given prior notice of cancellation. Except for cemetery pre-construction bonds (which are irrevocable), the surety companies generally have the right to cancel the surety bonds at any time with appropriate notice. In the event a surety company were to cancel the surety bond, we are required to obtain replacement surety assurance from another surety company or fund a trust for an amount generally less than the posted bond amount. Management does not expect that we will be required to fund material future amounts related to these surety bonds because of lack of surety capacity or surety company non-performance.
Preneed Funeral and Cemetery Activities and Backlog of Contracts
     Since preneed funeral and cemetery services or merchandise will not be provided until sometime in the future, most states and provinces require that all or a portion of the funds collected from customers on preneed funeral and cemetery contracts be paid into merchandise and service trusts until the merchandise is delivered or the service is performed. These trust funds own investments in equity and debt securities and mutual funds, which are sensitive to current market prices. In certain situations, as described above, where permitted by state or provincial laws, we post a surety bond as financial assurance for a certain amount of the preneed funeral or cemetery contract in lieu of placing funds into trust accounts.

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     The tables below detail our results of preneed funeral and cemetery production and maturities, excluding insurance contracts, for the three and nine months ended September 30, 2009 and 2008.
                 
  North America 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (Dollars in millions)  (Dollars in millions) 
Funeral:
                
Preneed trust-funded (including bonded):
                
Sales production
 $33.7  $42.8  $109.7  $121.2 
 
            
Sales production (number of contracts)
  6,705   8,419   21,063   24,392 
 
            
Maturities
 $41.4  $49.2  $130.6  $157.4 
 
            
Maturities (number of contracts)
  9,872   10,756   32,394   34,696 
 
            
Cemetery:
                
Sales production:
                
Preneed
 $101.7  $86.6  $289.4  $287.1 
Atneed
  58.0   59.8   179.7   191.0 
 
            
Total sales production
 $159.7  $146.4  $469.1  $478.1 
 
            
Sales production deferred to backlog:
                
Preneed
 $41.4  $37.8  $120.2  $118.7 
Atneed
  43.8   45.7   137.9   145.6 
 
            
Total sales production deferred to backlog
 $85.2  $83.5  $258.1  $264.3 
 
            
Revenue recognized from backlog:
                
Preneed
 $30.7  $32.6  $98.6  $97.8 
Atneed
  44.8   47.8   137.0   149.3 
 
            
Total revenue recognized from backlog
 $75.5  $80.4  $235.6  $247.1 
 
            
     Insurance-Funded Preneed Funeral Contracts: Where permitted by state or provincial law, customers may arrange their preneed funeral contract by purchasing a life insurance or annuity policy from third-party insurance companies, for which we earn a commission as general sales agent for the insurance company. The policy amount of the insurance contract between the customer and the third-party insurance company generally equals the amount of the preneed funeral contract. We do not reflect the unfulfilled insurance-funded preneed funeral contract amounts in our unaudited condensed consolidated balance sheet.
     The table below details the results of insurance-funded preneed funeral production and maturities for the three and nine months ended September 30, 2009 and 2008, and the number of contracts associated with those transactions.
                 
  North America 
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2009  2008  2009  2008 
  (Dollars in millions)  (Dollars in millions) 
Preneed funeral insurance-funded (1):
                
Sales production
 $88.4  $83.6  $240.0  $234.0 
 
            
Sales production (number of contracts)
  14,822   13,782   40,487   38,985 
 
            
General agency revenue
 $15.8  $14.9  $42.4  $41.2 
 
            
Maturities
 $58.2  $54.5  $182.5  $181.2 
 
            
Maturities (number of contracts)
  10,998   10,520   34,173   35,461 
 
            
 
(1) Amounts are not included in our unaudited condensed consolidated balance sheet.
     Backlog of Preneed Funeral and Cemetery Contracts: The following table reflects our backlog of trust-funded deferred preneed funeral and cemetery contract revenues, including amounts related toDeferred preneed funeral and cemetery receipts held in trust, as of September 30, 2009. Additionally, the table reflects our backlog of unfulfilled insurance-funded contracts (which are not included in our unaudited condensed consolidated balance sheet) at September 30, 2009. The backlog amounts presented are reduced by an amount that we believe will cancel before maturity based on historical experience.
     The table also reflects our preneed funeral and cemetery receivables and trust investments (market and cost basis) associated with the backlog of deferred preneed funeral and cemetery contract revenues, net of the estimated cancellation allowance. We believe that the table below is meaningful because it sets forth the aggregate amount of future revenues we expect to recognize as a result of

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preneed sales, as well as the amount of assets associated with those revenues. Because the future revenues exceed the asset amounts, future revenues will exceed the cash distributions actually received from the associated trusts.
         
  September 30, 2009 
  Market  Cost 
  (Dollars in billions) 
Deferred preneed funeral revenues
 $0.60  $0.60 
Deferred preneed funeral receipts held in trust
  1.09   1.14 
 
      
 
 $1.69  $1.74 
Allowance for cancellation on trust investments
  (0.12)  (0.12)
 
      
Backlog of trust-funded deferred preneed funeral revenues
 $1.57  $1.62 
Backlog of insurance-funded preneed funeral revenues
  3.27   3.27 
 
      
Total backlog of preneed funeral revenues
 $4.84  $4.89 
 
      
 
        
Preneed funeral receivables and trust investments
 $1.31  $1.36 
Allowance for cancellation on trust investments
  (0.11)  (0.11)
 
      
Assets associated with backlog of trust-funded deferred preneed funeral revenues, net of estimated allowance for cancellation
 $1.20  $1.25 
Insurance policies associated with insurance-funded deferred preneed funeral revenues, net of estimated allowance for cancellation
  3.27   3.27 
 
      
Total assets associated with backlog of preneed funeral revenues
 $4.47  $4.52 
 
      
 
        
Deferred preneed cemetery revenues
 $0.81  $0.81 
Deferred preneed cemetery receipts held in trust
  1.01   1.08 
 
      
 
 $1.82  $1.89 
Allowance for cancellation on trust investments
  (0.14)  (0.14)
 
      
Backlog of deferred cemetery revenues
 $1.68  $1.75 
 
      
 
        
Preneed cemetery receivables and trust investments
 $1.31  $1.38 
Allowance for cancellation on trust investments
  (0.14)  (0.14)
 
      
Assets associated with backlog of deferred cemetery revenues, net of estimated allowance for cancellation
 $1.17  $1.24 
 
      
     The difference between the backlog and asset amounts represents the contracts for which we have posted surety bonds as financial assurance in lieu of trusting, the amounts collected from customers that were not required to be deposited into trust, and allowable cash distributions from trust assets. The table also reflects the amounts expected to be received from insurance companies through the assignment of policy proceeds related to insurance-funded funeral contracts.
Results of Operations — Three Months Ended September 30, 2009 and 2008
Management Summary
     Key highlights in the third quarter of 2009 were as follows:
  Funeral gross profit increased $9.5 million or 16.0% due to lower variable merchandise costs, a decline in personnel costs related to work-force initiatives, and a reduction in self-insurance casualty reserves; partially offset by the impact of lower funeral services performed and a decrease in funeral trust fund income; and
 
  Cemetery gross profit increased $9.4 million or 40.7% due to increased property revenues, a decline in personnel costs related to work-force initiatives, and a reduction in self-insurance casualty reserves; partially offset by a decrease in merchandise revenues.
Results of Operations
     In the third quarter of 2009, we reported net income attributable to common stockholders of $31.2 million ($.12 per diluted share) compared to net income attributable to common stockholders in the third quarter of 2008 of $14.6 million ($.06 per diluted share). Our results were impacted by the following items:
  a net after-tax loss on asset sales of $2.3 million in the third quarter of 2009, primarily due to an impairment charge on various locations in North America as compared to an after-tax loss on asset sales of $8.3 million in the third quarter of 2008;

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  increase in certain tax reserves of $0.8 million in the third quarter of 2009 as compared to a reduction of $1.0 million in the third quarter of 2008;
 
  an after-tax gain from the early extinguishment of debt of $0.3 million in the third quarter of 2009; and
 
  an after-tax charge of $2.6 million related to Hurricane losses in the third quarter of 2008.
Consolidated Versus Comparable Results
     The table below reconciles our consolidated GAAP results to our comparable, or “same store,” results for the three months ended September 30, 2009 and 2008. We define comparable operations (or same store operations) as those funeral and cemetery locations owned by us for the entire period beginning January 1, 2008 and ending September 30, 2009. The following tables present operating results for funeral and cemetery locations that were owned by us during this period.
                 
      Less:       
      Results Associated  Less:    
Three Months Ended     with Acquisition/  Results Associated    
September 30, 2009 Consolidated  New Construction  with Divestitures  Comparable 
      (Dollars in millions)     
North America Revenue
                
Funeral revenue
 $327.4  $4.3  $0.6  $322.5 
Cemetery revenue
  168.3   1.7   0.2   166.4 
 
            
 
  495.7   6.0   0.8   488.9 
Germany revenue
  1.5         1.5 
 
            
Total revenue
 $497.2  $6.0  $0.8  $490.4 
 
            
North America Gross Profits
                
Funeral gross profits
 $68.7  $(0.9) $(0.3) $69.9 
Cemetery gross profits
  32.5   0.2   0.1   32.2 
 
            
Total gross profits
 $101.2  $(0.7) $(0.2) $102.1 
 
            
                 
      Less:       
      Results Associated  Less:    
Three Months Ended     with Acquisition/  Results Associated    
September 30, 2008 Consolidated  New Construction  with Divestitures  Comparable 
      (Dollars in millions)     
North America Revenue
                
Funeral revenue
 $348.9  $8.2  $4.5  $336.2 
Cemetery revenue
  166.0   3.5   0.6   161.9 
 
            
 
  514.9   11.7   5.1   498.1 
Germany revenue
  1.5         1.5 
 
            
Total revenue
 $516.4  $11.7  $5.1  $499.6 
 
            
North America Gross Profits
                
Funeral gross profits
 $59.2  $  $(0.7) $59.9 
Cemetery gross profits
  23.1   0.6   0.1   22.4 
 
            
Total gross profits
 $82.3  $0.6  $(0.6) $82.3 
 
            
     The following table provides the data necessary to calculate our consolidated average revenue per funeral service for the three months ended September 30, 2009 and 2008. We calculate average revenue per funeral service by dividing consolidated funeral revenue, excluding General Agency (GA) revenues and certain other revenues to avoid distorting our averages of normal funeral services revenue, by the consolidated number of funeral services performed during the period.
         
  Three Months Ended 
  September 30, 
  2009  2008 
  (Dollars in millions, except 
  average revenue per funeral 
  service) 
Consolidated funeral revenue
 $328.9  $350.4 
Less: consolidated GA revenue
  15.8   14.9 
Less: other revenue
  1.8   2.2 
 
      
Adjusted consolidated funeral revenue
 $311.3  $333.3 
 
      
Consolidated funeral services performed
  60,494   65,177 
Consolidated average revenue per funeral service
 $5,146  $5,114 

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     The following table provides the data necessary to calculate our comparable average revenue per funeral service for the three months ended September 30, 2009 and 2008. We calculate average revenue per funeral service by dividing comparable funeral revenue, excluding comparable GA revenues and certain other revenues to avoid distorting our averages of normal funeral services revenue, by the comparable number of funeral services performed during the period.
         
  Three Months Ended 
  September 30, 
  2009  2008 
  (Dollars in millions, except 
  average revenue per funeral 
  service) 
Comparable funeral revenue
 $324.0  $337.7 
Less: comparable GA revenue
  15.7   14.9 
Less: other revenue
  2.0   2.1 
 
      
Adjusted comparable funeral revenue
 $306.3  $320.7 
 
      
Comparable funeral services performed
  59,266   62,118 
Comparable average revenue per funeral service
 $5,168  $5,163 
Funeral Results
Funeral Revenue
     Consolidated revenues from funeral operations were $328.9 million in the third quarter of 2009 compared to $350.4 million in the same period in 2008. This decrease is due to a 7.2% decline in funeral services performed, an unfavorable Canadian currency impact of $1.7 million, and $4.2 million in decreased trust fund income.
Funeral Services Performed
     Our consolidated funeral services performed decreased 7.2% in the third quarter of 2009 compared to the same period in 2008. Our comparable funeral services performed decreased 4.6% in the third quarter of 2009 compared to the same period in 2008. We believe the decline in deaths in our markets is consistent with trends experienced by other funeral service providers and industry vendors. Our comparable cremation rate of 42.8% in the third quarter of 2009 increased slightly from 42.3% in 2008.
Average Revenue Per Funeral
     Our consolidated average revenue per funeral service increased $32, or 0.6% in the third quarter of 2009 compared to the same period in 2008. Our comparable average revenue per funeral service increased $5, or 0.1%, in the third quarter of 2009 over the same period in 2008. Excluding an unfavorable Canadian currency impact of $1.7 million and decreased trust fund income, the comparable average revenue per funeral service grew approximately 1.9%.
Funeral Gross Profit
     Consolidated funeral gross profits increased $9.5 million in the third quarter of 2009 compared to same period in 2008. The consolidated gross margin percentage increased to 20.9% from 16.9%. Comparable funeral gross profits increased $10.0 million, or 16.7%, when compared to the same period in 2008. This increase is due to lower variable merchandise costs, a decline in personnel costs related to work-force initiatives, and a reduction in self-insurance casualty reserves; partially offset by the decrease in revenues described above.
Cemetery Results
Cemetery Revenue
     Consolidated revenues from our cemetery operations increased $2.3 million, or 1.4%, in the third quarter of 2009 compared to the same period in 2008. Comparable cemetery revenues increased $4.5 million, or 2.8%, when compared with the same period in 2008. This increase was primarily driven by a $9.2 million increase in preneed production partially offset by a $3.5 million decline in atneed revenue, which was in line with our expectations.

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Cemetery Gross Profits
     Consolidated cemetery gross profit increased $9.4 million, or 40.7%, in the third quarter of 2009 compared to the same period in 2008. Our consolidated cemetery gross margin percentage was 19.3% compared to 13.9% in the same period in 2008. These increases reflect a decline in personnel costs related to work-force initiatives, a reduction in our self-insurance casualty reserves, and the increased property production described above. The cemetery gross profit in the quarter exceeded our expectations as cost control initiatives and higher-than-expected property production more than offset lower-than-expected atneed revenues due to a reduced number of deaths in our markets.
Other Financial Statement Items
General and Administrative Expenses
     General and administrative expenses of $21.0 million in the third quarter of 2009 increased $4.9 million compared to the third quarter of 2008 primarily due to $4.0 million in increased employee benefit expenses in 2009.
Loss on Divestitures and Impairment Charges, net
     We recognized a $2.2 million net pre-tax loss on divestitures and impairment charges in the third quarter of 2009. This loss was due primarily to impairment charges on various locations in North America. In the third quarter of 2008, we recognized a $12.8 million net pretax loss from impairment charges and asset divestitures primarily associated with non-strategic funeral and cemetery businesses in the United States and Canada.
Hurricane Expense, net
     Hurricane expense, net reflects $4.3 million in estimated property damages incurred at various locations caused by Hurricane Ike in September 2008, net of estimated insurance recoveries.
Interest Expense
     Interest expense decreased to $29.4 million in the third quarter of 2009, compared to $33.2 million in the third quarter of 2008. The decrease was primarily due to lower average levels of debt. For additional information see Part I, Item 1. Financial Statements, Note 9.
Gain on Early Extinguishment of Debt
     During the third quarter of 2009, we purchased $17.2 million of our senior notes and debentures on the open market. As a result of these transactions, we recognized a gain of $0.5 million, which represents a $0.8 million discount to early extinguish the debt, partially offset by the write-off of unamortized deferred loan costs of $0.3 million. For additional information regarding these debt payments, see Part I, Item 1. Financial Statements, Note 9.
Provision for Income Taxes
     The income tax rate was 38.8% in the third quarter of 2009 as compared to 7.3% in the third quarter of 2008. The low tax rate in 2008 reflects discrete items, including the release of tax reserves due to the expiration of certain statutory limitations and state tax planning.
Weighted Average Shares
     The diluted weighted average number of shares outstanding was 253.0 million in the third quarter of 2009, compared to 260.4 million in the third quarter of 2008, reflecting share repurchases in 2008 under our Board-approved share repurchase program.

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Results of Operations — Nine Months Ended September 30, 2009 and 2008
Management Summary
     Key highlights during the first nine months of 2009 were as follows:
  Funeral gross profit decreased $16.1 million or 6.7%, due to the impact of lower funeral services performed and a decrease in funeral trust fund income, which were partially offset by lower variable merchandise costs, a decline in personnel costs related to work-force initiatives, and a decrease in self-insurance casualty reserves; and
 
  Cemetery gross profit decreased $7.8 million due to revenue declines, which were largely offset by lower variable selling compensation and merchandise expenses, a decline in personnel costs related to work-force initiatives, and a decrease in self-insurance casualty reserves.
Results of Operations
     In the first nine months of 2009, we reported net income attributable to common stockholders of $88.8 million ($.35 per diluted share) compared to net income attributable to common stockholders in the first nine months of 2008 of $87.6 million ($.33 per diluted share). These results were impacted by the following items:
  a net after-tax loss on asset sales of $5.3 million in the first nine months of 2009 partially offset by a reduction in indemnification claims related to our former French operations, as compared to an after-tax loss on asset sales of $19.8 million in the first nine months of 2008;
 
  a reduction in certain tax reserves of $1.6 million in the first nine months of 2009 as compared to $3.6 million in the first nine months of 2008;
 
  an after-tax gain from the early extinguishment of debt of $2.4 million in the first nine months of 2009;
 
  an after-tax expense related to our integration of Alderwoods of $0.7 million in the first nine months of 2008;
 
  an after-tax charge of $2.6 million related to Hurricane losses in the first nine months of 2008; and,
 
  an after-tax loss from discontinued operations of $0.4 million in the first nine months of 2008.
Consolidated Versus Comparable Results
     The table below reconciles our consolidated GAAP results to our comparable, or “same store,” results for the nine months ended September 30, 2009 and 2008. We define comparable operations (or same store operations) as those funeral and cemetery locations that were owned for the entire period beginning January 1, 2008 and ending September 30, 2009. The following tables present operating results for funeral and cemetery locations that were owned by us during this period.
                 
      Less:       
      Results Associated  Less:    
Nine Months Ended     with Acquisition/  Results Associated    
September 30, 2009 Consolidated  New Construction  with Divestitures  Comparable 
  (Dollars in millions) 
North America Revenue
                
Funeral revenue
 $1,031.8  $14.0  $4.6  $1,013.2 
Cemetery revenue
  485.2   5.5   0.8   478.9 
 
            
 
  1,517.0   19.5   5.4   1,492.1 
Germany revenue
  4.8         4.8 
 
            
Total revenue
 $1,521.8  $19.5  $5.4  $1,496.9 
 
            
North America Gross Profits
                
Funeral gross profits
 $223.7  $(1.4) $(0.9) $226.0 
Cemetery gross profits
  79.2   1.8   0.1   77.3 
 
            
 
  302.9   0.4   (0.8)  303.3 
Germany gross profits
  0.2         0.2 
 
            
Total gross profits
 $303.1  $0.4  $(0.8) $303.5 
 
            

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      Less:       
      Results Associated  Less:    
Nine Months Ended     with Acquisition/  Results Associated    
September 30, 2008 Consolidated  New Construction  with Divestitures  Comparable 
      (Dollars in millions)     
North America Revenue
                
Funeral revenue
 $1,113.9  $8.2  $17.4  $1,088.3 
Cemetery revenue
  519.4   3.5   2.3   513.6 
 
            
 
  1,633.3   11.7   19.7   1,601.9 
Germany revenue
  5.4         5.4 
 
            
Total revenue
 $1,638.7  $11.7  $19.7  $1,607.3 
 
            
North America Gross Profits
                
 
                
Funeral gross profits
 $239.7  $(0.2) $(1.3) $241.2 
Cemetery gross profits
  87.0   0.6      86.4 
 
            
 
  326.7   0.4   (1.3)  327.6 
Germany gross profits
  0.3         0.3 
 
            
Total gross profits
 $327.0  $0.4  $(1.3) $327.9 
 
            
     The following table provides the data necessary to calculate our consolidated average revenue per funeral service for the nine months ended September 30, 2009 and 2008. We calculate average revenue per funeral service by dividing consolidated funeral revenue, excluding GA revenues and certain other revenues to avoid distorting our averages of normal funeral services revenue, by the consolidated number of funeral services performed during the period.
         
  Nine Months Ended 
  September 30, 
  2009  2008 
  (Dollars in millions, except 
  average revenue per funeral 
  service) 
Consolidated funeral revenue
 $1,036.6  $1,119.3 
Less: consolidated GA revenue
  42.4   41.2 
Less: other revenue
  6.0   7.1 
 
      
Adjusted consolidated funeral revenue
 $988.2  $1,071.0 
 
      
Consolidated funeral services performed
  193,572   210,482 
Consolidated average revenue per funeral service
 $5,105  $5,088 
     The following table provides the data necessary to calculate our comparable average revenue per funeral service for the nine months ended September 30, 2009 and 2008. We calculate average revenue per funeral service by dividing comparable funeral revenue, excluding comparable GA revenues and certain other revenues to avoid distorting our averages of normal funeral services revenue, by the comparable number of funeral services performed during the period.
         
  Nine Months Ended 
  September 30, 
  2009  2008 
  (Dollars in millions, except 
  average revenue per funeral 
  service) 
Comparable funeral revenue
 $1,018.0  $1,093.7 
Less: comparable GA revenue
  42.1   41.1 
Less: other revenue
  6.1   6.9 
 
      
Adjusted comparable funeral revenue
 $969.8  $1,045.7 
 
      
Comparable funeral services performed
  189,141   205,071 
Comparable average revenue per funeral service
 $5,127  $5,099 

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Funeral Results
Funeral Revenue
     Consolidated revenues from funeral operations were $1,036.6 million in the first nine months of 2009 compared to $1,119.3 million in the same period in 2008. This decrease is due to an 8.0% decline in funeral services performed, an unfavorable Canadian currency impact of $15.0 million, and $14.4 million in decreased trust fund income.
Funeral Services Performed
     Our consolidated funeral services performed decreased 8.0% in the first nine months of 2009 compared to the same period in 2008. Our comparable funeral services performed decreased 7.8% in the first nine months of 2009 compared to the same period in 2008. We believe the decline in deaths in our markets is consistent with trends experienced by other funeral service providers and industry vendors and was due in part to a relatively mild influenza season compared to the first nine months of 2008 and an additional day due to a leap year in the prior year. Our comparable cremation rate of 42.8% in the first nine months of 2009 increased from 41.7% in 2008.
Average Revenue Per Funeral
     Our consolidated average revenue per funeral service increased $17, or 0.3% in the first nine months of 2009 compared to the same period in 2008. Our comparable average revenue per funeral service increased $28, or 0.5%, in the first nine months of 2009 over the same period in 2008. Excluding an unfavorable Canadian currency impact of $15.0 million and decreased trust fund income, the comparable average revenue per funeral service grew approximately 3.3%.
Funeral Gross Profit
     Consolidated funeral gross profits decreased $16.1 million in the first nine months of 2009 compared to same period in 2008. The consolidated gross margin percentage increased to 21.6% from 21.4%. Comparable funeral gross profits decreased $15.3 million, or 6.3%, when compared to the same period in 2008. This decrease is due to the impact of lower funeral services performed and a decrease in funeral trust fund income, which were partially offset by lower variable merchandise costs, a decline in personnel costs related to work-force initiatives, and a decrease in self-insurance casualty reserves.
Cemetery Results
Cemetery Revenue
     Consolidated revenues from our cemetery operations decreased $34.2 million, or 6.6%, in the first nine months of 2009 compared to the same period in 2008. Comparable cemetery revenues declined $34.7 million, or 6.8%, when compared with the same period in 2008. This decrease was primarily driven by a $3.7 million decline in comparable recognized preneed property revenues as well as a $16.1 million decline in atneed revenues, which was in line with our expectations and continued to be impacted by negative consumer sentiment resulting from the difficult economic environment. Other revenue decreased $10.2 million as cemetery trust fund income recognized from our preneed merchandise and service trusts declined $5.8 million due to negative market returns experienced in late 2008 and early 2009.
Cemetery Gross Profits
     Consolidated cemetery gross profit decreased $7.8 million, or 9.0%, in the first nine months of 2009 compared to the same period in 2008. Our consolidated cemetery gross margin percentage was 16.3% compared to 16.8% in the same period in 2008. These decreases reflect the revenue declines discussed above, partially offset by lower variable selling compensation expenses, a decline in personnel costs related to work-force initiatives, and a reduction in self-insurance casualty reserves. The cemetery gross profit in the first nine months of 2009 exceeded our expectations as cost control initiatives helped to offset lower-than-expected atneed revenues due to a reduced number of deaths in our markets.

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Other Financial Statement Items
General and Administrative Expenses
     General and administrative expenses of $69.2 million in the first nine months of 2009 were $6.4 million higher when compared to $62.8 million in the nine months ended 2008 primarily due to increases in certain legal and investigative fees and a $4.7 million increase in employee benefit expenses, as reductions in corporate bonuses and long-term incentive plans did not recur.
Loss on Divestitures and Impairment Charges, net
     We recognized a $1.3 million net pre-tax loss on divestitures and impairment charges in the first nine months of 2009. This loss was due to a $19.0 million impairment charge and asset divestitures offset by a $17.7 million release of VAT, social security, and litigation indemnifications related to our former French operations. In the first nine months of 2008, we recognized a $28.7 million net pretax loss from impairment charges and asset divestitures primarily associated with non-strategic funeral and cemetery businesses in the United States and Canada.
Hurricane Expense, net
     Hurricane expense, net reflects $4.3 million in estimated property damages incurred at various locations caused by Hurricane Ike in September of 2008, net of estimated insurance recoveries.
Interest Expense
     Interest expense decreased to $93.4 million in the first nine months of 2009, compared to $100.6 million during the nine months ended September 30, 2008. The decrease was primarily due to repayment and maturity of our senior notes and debentures, and lower rates associated with floating rate debt. For additional information see Part I, Item 1. Financial Statements, Note 9.
Gain on Early Extinguishment of Debt
     During the nine months ended September 30, 2009, we purchased $91.3 million of our senior notes and debentures on the open market. As a result of these transactions, we recognized a gain of $3.9 million, which represents a $5.2 million discount to early extinguish the debt partially offset by the write-off of unamortized deferred loan costs of $1.3 million. For additional information regarding the debt payments, see Part I, Item 1. Financial Statements, Note 9.
Provision for Income Taxes
     The income tax rate was 38.8% in the first nine months of 2009 as compared to 34.6% in the first nine months of 2008. The low tax rate in 2008 reflects discrete items, including the release of tax reserves due to the expiration of certain statutory limitations and state tax planning.
Weighted Average Shares
     The diluted weighted average number of shares outstanding was 251.3 million during the nine months ended September 30, 2009, compared to 263.0 million during the nine months ended September 30, 2008, reflecting 2008 share repurchases under our Board-approved share repurchase program.

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Critical Accounting Policies
     The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in the unaudited condensed consolidated financial statements and accompanying notes. Actual results could differ from those estimates. Except as described below, our critical accounting policies are disclosed in our Annual Report on Form 10-K for the year ended December 31, 2008.
Noncontrolling Interests
     The FASB issued authoritative guidance for noncontrolling interests in December 2007, which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as an unconsolidated investment, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, the guidance requires consolidated net income to be reported at amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. We adopted the provisions of the FASB guidance on January 1, 2009 and applied the provisions retrospectively. As a result, we have modified our unaudited condensed consolidated statement of operations, unaudited condensed consolidated balance sheet, unaudited condensed consolidated statement of cash flows, and unaudited condensed consolidated statement of equity to incorporate the required disclosure of noncontrolling interest information.
     During our examination of the FASB authoritative guidance for noncontrolling interests and its impact on our current accounting, we determined that balances historically designated as “non-controlling interest” in our consolidated preneed funeral and cemetery trusts and our cemetery perpetual care trusts do not meet the criteria for non-controlling interest as prescribed by the new guidance, which states that only a financial instrument classified as equity in the trusts’ financial statements can be a noncontrolling interest in the consolidated financial statements. The interest related to our merchandise and service trusts is classified as a liability because the preneed contracts underlying these trusts are unconditionally redeemable upon the occurrence of an event that is certain to occur. In addition, since the earnings from our cemetery perpetual care trusts are used to support the maintenance of our cemeteries, the interest in these trusts also retains the characteristics of a liability. Accordingly, effective December 31, 2008, we re-characterized the amounts historically described as “Non-controlling interest in funeral and cemetery trusts” as either “Deferred preneed funeral receipts held in trust” or “Deferred preneed cemetery receipts held in trust”, as appropriate. Additionally, we re-characterized the amounts historically described as “Non-controlling interest in cemetery perpetual care trusts” as “Care trusts’ corpus”.
Fair Value Measurements
     We measure the available-for-sale securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts at fair value on a recurring basis in accordance with the FASB authoritative guidance for fair value measurements. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value, and expands disclosures about instruments measured at fair value. The guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:
  Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;
 
  Level 2 — inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;
 
  Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.
     An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Certain available-for-sale securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts have been classified in Level 3 of the hierarchy due to significant management judgment required as a result of the absence of quoted market prices, inherent lack of liquidity, or the long-term nature of the securities. For additional disclosures required by FASB guidance for all of our available-for-sale securities, see Part I, Item 1. Financial Statements, Notes 4, 5, and 6.

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     In February 2008, the FASB provided a one-year deferral of the effective date of its authoritative guidance for fair value measurements for non-financial assets and liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. In accordance with deferral provisions, we adopted the guidance for our non-financial assets and liabilities, such as goodwill and property and equipment that we disclose or recognize at fair value on a non-recurring basis as of January 1, 2009. As none of our non-financial assets or liabilities within the scope of guidance experienced an event that required fair value measurement during the nine months ended September 30, 2009, our adoption for these assets and liabilities has had no impact on our results of operations, consolidated financial position, or cash flows.
     In April 2009, the FASB issued additional guidance on how to determine the fair value of assets and liabilities in an environment where the volume and level of activity for the asset or liability have significantly decreased and re-emphasizes that the objective of a fair value measurement remains an exit price. The guidance, which was effective for us in the second quarter of 2009, did not have a material impact on our results of operations, consolidated financial position, or cash flows.
Recent Accounting Pronouncements and Accounting Changes
     For discussion of recent accounting pronouncements and accounting changes, see Part I, Item 1. Financial Statements, Note 3.
Cautionary Statement on Forward-Looking Statements
     The statements in this Form 10-Q that are not historical facts are forward-looking statements made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. These statements may be accompanied by words such as “believe,” “estimate,” “project,” “expect,” “anticipate,” or “predict”, that convey the uncertainty of future events or outcomes. These statements are based on assumptions that we believe are reasonable; however, many important factors could cause our actual results in the future to differ materially from the forward-looking statements made herein and in any other documents or oral presentations made by us, or on our behalf. Important factors, which could cause actual results to differ materially from those in forward-looking statements include, among others, the following:
  Changes in general economic conditions, both domestically and internationally, impacting financial markets (e.g., marketable security values, access to capital markets, as well as currency and interest rate fluctuations) that could negatively affect us, particularly, but not limited to, levels of trust fund income, interest expense, and negative currency translation effects.
 
  Changes in operating conditions such as supply disruptions and labor disputes.
 
  Our inability to achieve the level of cost savings, productivity improvements or earnings growth anticipated by management, whether due to significant increases in energy costs (e.g., electricity, natural gas, and fuel oil), costs of other materials, employee-related costs or other factors.
 
  Inability to complete acquisitions, divestitures or strategic alliances as planned or to realize expected synergies and strategic benefits.
 
  The outcomes of pending lawsuits, proceedings, and claims against us and the possibility that insurance coverage is deemed not to apply to these matters or that an insurance carrier is unable to pay any covered amounts to us.
 
  Allegations regarding compliance with laws, regulations, industry standards, and customs regarding funeral or burial procedures and practices.
 
  The amounts payable by us with respect to our outstanding legal matters exceed our established reserves.
 
  Amounts that we may be required to replenish into our affiliated funeral and cemetery trust funds in order to meet minimal funding requirements.
 
  The outcome of pending Internal Revenue Service audits. We maintain accruals for tax liabilities that relate to uncertain tax matters. If these tax matters are unfavorably resolved, we will make any required payments to tax authorities. While such payments would affect our cash flow, we do not believe they would impair our ability to service debt or our overall liquidity. If these tax matters are favorably resolved, the accruals maintained by us will no longer be required, and these amounts will be released through our tax provision at the time of resolution.

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  Our ability to manage changes in consumer demand and/or pricing for our products and services due to several factors, such as changes in numbers of deaths, cremation rates, competitive pressures, and local economic conditions.
 
  Changes in domestic and international political and/or regulatory environments in which we operate, including potential changes in tax, accounting, and trusting policies.
 
  Changes in credit relationships impacting the availability of credit and the general availability of credit in the marketplace.
 
  Our ability to successfully access surety and insurance markets at a reasonable cost.
 
  Our ability to successfully leverage our substantial purchasing power with certain of our vendors.
 
  The effectiveness of our internal control over financial reporting, and our ability to certify the effectiveness of the internal controls and to obtain an unqualified attestation report from our auditors regarding the effectiveness of our internal control over financial reporting.
 
  The possibility that restrictive covenants in our credit agreement and privately placed debt securities may prevent us from engaging in certain transactions.
 
  Our ability to buy our common stock under our share repurchase programs, which could be impacted by, among others, restrictive covenants in our bank agreements, unfavorable market conditions, the market price of our common stock, the nature of other investment opportunities presented to us from time to time, and the availability of funds necessary to continue purchasing common stock.
 
  The financial condition of third-party insurance companies that fund our preneed funeral contracts may impact our future revenues.
 
  Continued economic crisis and financial and stock market declines could reduce future potential earnings and cash flows and could result in future goodwill impairments.
 
  The weakened economy may cause customers to reassess preneed funeral or cemetery arrangements or decrease the amounts atneed customers are willing to pay or consider cremation as opposed to burial.
 
  Changes in our funeral and cemetery trust funds, investments in equity securities, fixed income securities, and mutual funds could be significantly negatively impacted by the weakened economy.
     For further information on these and other risks and uncertainties, see our Securities and Exchange Commission filings, including our 2008 Annual Report on Form 10-K. Copies of this document as well as other SEC filings can be obtained from our website at www.sci-corp.com. We assume no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by us, whether as a result of new information, future events or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
     Marketable Equity and Debt Securities — Price Risk
     In connection with our preneed funeral operations and preneed cemetery merchandise and service sales, the related funeral and cemetery trust funds own investments in equity and debt securities and mutual funds, which are sensitive to current market prices.
     Cost and market values as of September 30, 2009 are presented in Part I, Item 1. Financial Statements and Notes 4, 5, and 6 of this Form 10-Q. Also, see Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Financial Conditions, Liquidity and Capital Resources, for discussion of recent volatility in financial markets.

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Item 4. Controls and Procedures
Disclosure Controls and Procedures
     As of September 30, 2009, we carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Our disclosure controls and procedures are designed to ensure that information required to be disclosed in the Securities and Exchange Commission (“SEC”) reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified by the SEC’s rules and forms and that such information is accumulated and communicated to management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure. In light of the material weakness set forth below, these officers have concluded that our disclosure controls and procedures were not effective as of September 30, 2009. To address the material weakness described below, we performed additional review and analysis and other post-closing procedures to ensure that our income tax provision and related tax disclosures were prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP). Based on the additional procedures performed, management has concluded that the unaudited condensed consolidated financial statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial condition, result of operations and cash flows for the periods presented in conformity with US GAAP.
Material Weaknesses in Internal Control over Financial Reporting and Status of Remediation Efforts
     As reported in our Form 10-K as of December 31, 2008, we did not maintain effective internal control over financial reporting as of December 31, 2008 as a result of the material weakness in accounting for income taxes. Specifically, we did not maintain effective controls over the completeness and accuracy of our quarterly and year-end tax provision calculations and related deferred income taxes and income taxes payable in accordance with US GAAP.
     In response to the identified material weakness, our management, with oversight from our Audit Committee, has dedicated significant resources to enhance our internal control over financial reporting and to remedy the identified material weakness. However, this material weakness continues to exist as of September 30, 2009. Management is in the process of conducting an assessment of the Company’s accounting for income tax processes with the assistance of an outside Big Four public accounting firm. This assessment will identify areas for process and technological improvements to integrate tax information, optimize the tax organization structure, and reduce manual processes. Additionally, management has implemented, or will implement, the remediation steps listed in Item 9A of our Annual Report on Form 10-K to enhance our internal controls over the calculation of our income tax provision and related balance sheet accounts.
     We believe these remediation steps, once implemented, will address the material weakness in our accounting for income taxes, and will enhance our internal control over financial reporting and our disclosure controls and procedures.
Changes in Internal Control over Financial Reporting
     There have been no changes in our internal control over financial reporting during the most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
     Information regarding legal proceedings is set forth in Note 15 in Item 1 of Part I of this Form 10-Q, which information is hereby incorporated by reference herein.
Item 1A. Risk Factors
     There have been no material changes in our Risk Factors as set forth in Item 1A of our Form 10-K for the fiscal year ended December 31, 2008.

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
     On July 31, 2009, we issued 1,430 deferred common stock equivalents, or units, pursuant to provisions regarding dividends under the Amended and Restated Director Fee Plan to four non-employee directors. We did not receive any monetary consideration for the issuances. These issuances were unregistered because they did not constitute a “sale” within the meaning of Section 2(3) of the Securities Act of 1933, as amended.
     As of September 30, 2009, the aggregate purchases pursuant to our share repurchase program totaled $1.0 billion. As of September 30, 2009, the remaining authorized dollar value of shares that may yet be purchased under our share repurchase program was approximately $123.4 million. No shares were repurchased during the nine months ended September 30, 2009.
Item 6. Exhibits
   
12.1
 Ratio of earnings to fixed charges for the three and nine months ended September 30, 2009 and 2008.
 
  
31.1
 Certification of Thomas L. Ryan as Chief Executive Officer in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.
 
  
31.2
 Certification of Eric D. Tanzberger as Principal Financial Officer in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.
 
  
32.1
 Certification of Periodic Financial Reports by Thomas L. Ryan as Chief Executive Officer in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002.
 
  
32.2
 Certification of Periodic Financial Reports by Eric D. Tanzberger as Principal Financial Officer in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002.
Undertaking
     We hereby undertake, pursuant to Regulation S-K, Item 601(b), paragraph (4) (iii), to furnish to the U.S. Securities and Exchange Commission, upon request, all constituent instruments defining the rights of holders of our long-term debt not filed herewith for the reason that the total amount of securities authorized under any of such instruments does not exceed 10 percent of our total consolidated assets.

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SIGNATURE
     Pursuant to the requirements 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.
November 5, 2009
SERVICE CORPORATION INTERNATIONAL
     
   
 By:   /s/ Tammy R. Moore   
  Tammy R. Moore  
  Corporate Controller
(Chief Accounting Officer) 
 

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Index to Exhibits
   
12.1
 Ratio of earnings to fixed charges for the three and nine months ended September 30, 2009 and 2008.
 
  
31.1
 Certification of Thomas L. Ryan as Chief Executive Officer in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.
 
  
31.2
 Certification of Eric D. Tanzberger as Principal Financial Officer in satisfaction of Section 302 of the Sarbanes-Oxley Act of 2002.
 
  
32.1
 Certification of Periodic Financial Reports by Thomas L. Ryan as Chief Executive Officer in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002.
 
  
32.2
 Certification of Periodic Financial Reports by Eric D. Tanzberger as Principal Financial Officer in satisfaction of Section 906 of the Sarbanes-Oxley Act of 2002.

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