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Service Corporation International Announces First Quarter 2009 Financial Results
Date:5/6/2009

- Conference call on Thursday, May 7, 2009, at 8:30 a.m. Central Daylight Time.

HOUSTON, May 6 /PRNewswire-FirstCall/ -- Service Corporation International (NYSE: SCI), a leading provider of deathcare products and services, today reported results for the first quarter 2009. Our consolidated financial statements can be found at the end of this press release. The table below summarizes our key financial results:

                                                          Three Months Ended
    (In millions, except for per share amounts)                March 31,
                                                          ------------------
                                                            2009      2008
                                                          --------  --------
    Revenues                                               $510.6    $573.5
    Operating income                                        $85.6     $99.4
    Net income attributable to common stockholders          $34.5     $41.5
    Diluted earnings per share                               $.14      $.16
    Earnings from continuing operations excluding special
     items(1)                                               $31.0     $51.8
    Diluted earnings per share from continuing
     operations excluding  special items(1)                  $.12      $.20
    Diluted weighted average shares outstanding             250.3     265.3
    Net cash provided by operating activities              $141.4     $46.3
    Net cash provided by operating activities excluding
     special items(1)                                      $141.4    $139.6

    (1) Earnings from continuing operations excluding special items, diluted
        earnings per share from continuing operations excluding special
        items, and net cash provided by operating activities excluding
        special items are non-GAAP financial measures. A reconciliation to
        net income attributable to common stockholders, diluted earnings per
        share, and net cash provided by operating activities computed in
        accordance with GAAP can be found later in this press release under
        the heading "Non-GAAP Financial Measures" or "Cash Flow and Capital
        Spending".

Highlights:

  • Diluted earnings per share from continuing operations excluding special items was $0.12 in the first quarter 2009 compared to $0.20 in the prior year first quarter. These results were in line with our expectations as cost reduction initiatives and a better than expected tax rate offset lower than expected funeral services performed.
  • Funeral gross profit decreased $24.3 million as decreases in funeral services performed were partially offset by lower variable costs. Excluding an unfavorable Canadian currency impact and lower funeral trust fund income, the average revenue per funeral service grew approximately 4.0%.
  • Cemetery gross profit decreased $13.2 million due to a decline in cemetery property sales and lower cemetery trust fund income, which were partially offset by lower variable costs. Cemetery gross profit exceeded our expectations as cost control initiatives helped to offset expected cemetery revenue declines.
  • Net cash provided by operating activities excluding special items was $141.4 million during the quarter. This $1.8 million increase compared to the prior year primarily resulted from cost control and working capital initiatives, which were partially offset by declines in atneed customer cash receipts attributable to lower revenues as compared to 2008 levels.

Tom Ryan, the Company's President and Chief Executive Officer, commented on the first quarter of 2009:

"Considering the current economic environment, we are encouraged by our results in the first quarter. Even though we experienced a significant decrease in comparable funeral volume that was more than anticipated, we were able to prudently manage costs and capital spending so that earnings and cash flow results still met our internal projections. Subsequent to the first quarter, we have also focused on deleveraging initiatives, which has resulted in reducing our debt by an additional $53 million in April. Looking ahead to the remainder of 2009, we intend to maintain our focus on controlling and reducing costs and deleveraging, and we remain optimistic about the prospects for SCI in the future. "

REVIEW OF RESULTS FOR FIRST QUARTER 2009

Consolidated Segment Results

    (In millions, except funeral services performed       Three Months Ended
     and average revenue per funeral service)                   March 31,
                                                          ------------------
                                                            2009       2008
                                                          --------   -------
    Funeral
    -------
    Funeral atneed revenue                                 $240.2     $267.5
    Funeral recognized preneed revenue                      111.1      124.3
    Other revenue(1)                                         13.6       13.8
                                                          -------    -------
      Total funeral revenues                               $364.9     $405.6

    Gross profit                                            $84.3     $108.6
    Gross margin percentage                                  23.1%      26.8%

    Funeral services performed                             69,329     77,386
    Average revenue per funeral service                    $5,067     $5,063

    Cemetery
    --------
    Cemetery atneed revenue                                 $59.9      $65.8
    Cemetery recognized preneed revenue                      69.6       79.3
    Other revenue (2)                                        16.2       22.8
                                                          -------    -------
      Total cemetery revenues                              $145.7     $167.9

    Gross profit                                            $15.8      $29.0
    Gross margin percentage                                  10.8%      17.3%

    (1) Other funeral revenue consists primarily of General Agency (GA)
        revenues, which are commissions we receive from third-party insurance
        companies for life insurance policies or annuities sold to preneed
        customers for the purpose of funding preneed funeral arrangements.

    (2) Other cemetery revenue is primarily related to cemetery merchandise
        and service trust fund income, perpetual care trust fund income, and
        interest and finance charges earned from customer receivables on
        preneed installments contracts.

Comparable Funeral Results

The table below details comparable funeral results of operations ("same store") for the three months ended March 31, 2009 and 2008. We consider comparable operations to be those owned for the entire period beginning January 1, 2008 and ending March 31, 2009.

    (In millions, except funeral services
     performed, average revenue per funeral
     service, average revenue per contract
     sold, and preneed funeral contracts
     sold)
                                            Three months ended
                                                March 31,
                                            ------------------
                                              2009      2008      Change
                                            -------    -------   --------
    Comparable funeral revenue:
       Atneed revenue                        $235.6    $264.2     $(28.6)
       Recognized preneed revenue             110.1     122.7      (12.6)
       Other revenue(1)                        13.5      13.9       (0.4)
                                            -------    ------    -------
    Total comparable funeral revenues        $359.2    $400.8     $(41.6)

    Comparable gross profit                   $86.0    $108.7     $(22.7)
    Comparable gross margin percentage         23.9%     27.1%



    Comparable funeral services performed:
       Preneed                               23,475    25,633     (2,158)
       Atneed                                44,376    50,812     (6,436)
                                            -------    ------    -------
       Total                                 67,851    76,445     (8,594)

    Comparable average revenue per funeral
     service                                 $5,095    $5,061        $34

    Comparable preneed funeral production:
       Sales                                 $108.4    $107.2       $1.2
       Total preneed funeral contracts sold  19,412    19,057        355
       Average revenue per contract sold     $5,584    $5,625       $(41)

    (1) Other revenue consists primarily of General Agency (GA) revenues,
        which are commissions we receive from third-party insurance companies
        for life insurance policies or annuities sold to preneed customers
        for the purpose of funding preneed funeral arrangements.

  • Comparable funeral services performed decreased 11.2%. 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 quarter of 2008, and an additional day due to leap year in the prior year quarter.
  • The comparable average revenue per funeral service grew 0.7% over the prior year quarter. Excluding an unfavorable Canadian currency impact and lower funeral trust fund income, the average revenue per funeral service grew approximately 4.0%.
  • The cremation rate increased 190 basis points to 42.9% in the first quarter of 2009 compared to 41.0% for the same period of 2008, which resulted in lower revenues of approximately $4.7 million, or $70 per funeral service.
  • Comparable funeral gross profit decreased $22.7 million, or 20.9%, 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 and a decline in personnel costs related to work force initiatives. The gross margin percentage decreased to 23.9% compared to 27.1% in 2008.
  • Preneed funeral sales production increased $1.2 million, or 1.1%. Total funeral contracts sold increased 1.9% while the average revenue per contract sold decreased 0.7%. Excluding an unfavorable Canadian currency impact, the average revenue grew 1.9%. Preneed funeral sales are deferred and recognized in the future when the funeral service is performed.

Comparable Cemetery Results

The table below details comparable cemetery results of operations ("same store") for the three months ended March 31, 2009 and 2008. We consider comparable operations to be those owned for the entire period beginning January 1, 2008 and ending March 31, 2009.


    (In millions)                                  Three months ended
                                                        March 31,
                                                   ------------------
                                                      2009    2008     Change
                                                   --------  --------  ------
    Comparable cemetery revenue:
       Atneed revenue                                $58.6   $65.3     $(6.7)
       Recognized preneed revenue                     69.0    79.5     (10.5)
       Other revenue(1)                               16.0    22.2      (6.2)
                                                   -------   -----    ------
    Total comparable cemetery revenues              $143.6  $167.0    $(23.4)

    Comparable gross profit                          $15.3   $29.1     (13.8)
    Comparable gross margin percentage                10.7%   17.4%

    Comparable preneed and atneed cemetery
     sales production:
       Preneed:
          Property                                   $53.3   $63.1     $(9.8)
          Merchandise and services                    35.4    35.4         -
          Discounts                                   (8.3)   (7.9)     (0.4)
       Atneed:
          Property                                    14.9    18.3      (3.4)
          Merchandise and services                    48.4    53.4      (5.0)
          Discounts                                   (3.7)   (4.2)      0.5
                                                   -------   -----    ------
       Preneed and atneed cemetery sales
        production                                  $140.0  $158.1    $(18.1)
       Recognition rate (2)                             91%     92%

    (1) Other cemetery revenue is primarily related to cemetery merchandise
        and service trust fund income, perpetual care trust fund income and
        interest and finance charges earned from customer receivables on
        preneed installment contracts.

    (2) Represents the ratio of current period revenue recognition stated as
        a percentage of current period sales production.

  • Comparable atneed cemetery revenues declined $6.7 million, or 10.3%, which we believe was primarily driven by a decline in deaths in our markets.
  • Comparable recognized preneed cemetery revenues declined $10.5 million, 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 by $6.2 million, or 27.9%, as cemetery trust fund income recognized from our preneed merchandise and service trust declined $5.5 million due to negative market returns experienced in late 2008 and early 2009. Cemetery trust fund income from our preneed merchandise and service trust as well as our endowment care trust was in line with our expectations for the first quarter of 2009.
  • Cemetery gross profit decreased $13.8 million, due to the revenue declines described above which were partially offset by lower variable selling compensation expenses and a decline in personnel costs related to work force initiatives. The cemetery gross profit in the quarter 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 during the quarter.
  • As anticipated, comparable preneed and atneed cemetery sales production declined $18.1 million primarily due to lower cemetery property sales production.

Other Financial Results

  • General and administrative expenses decreased $3.3 million primarily due to lower incentive compensation expense.
  • Gain on divestitures and impairment charges, net of $7.2 million in the first quarter of 2009 included the release of $14.1 million of tax and litigation indemnifications related to our former French operations, partially offset by losses from impairment charges and asset divestitures in North America.

Cash Flow and Capital Spending

Set forth below is a reconciliation of net cash provided by operating activities excluding special items to our reported net cash provided by operating activities prepared in accordance with GAAP. We do not intend for this information to be considered in isolation or as a substitute for other measures of performance prepared in accordance with GAAP.

                                                           Three Months Ended
    (In millions)                                               March 31,
                                                           ------------------
                                                              2009     2008
                                                           --------  --------
    Net cash provided by operating activities, as reported   $141.4    $46.3
    Federal tax payment                                           -     90.0
    One-time Alderwoods transition and other costs                -      3.3
                                                           --------  --------
    Net cash provided by operating activities, excluding
     special items                                           $141.4   $139.6
                                                           ========  ========

Net cash provided by operating activities, excluding special items, was $141.4 million for the first quarter of 2009. We did experience declines in customer atneed cash receipts compared to 2008 in both the funeral and cemetery segments related to the decrease in the number of deaths in our markets. However, we experienced good customer collection rates related to our funeral and cemetery preneed contracts during the quarter. These preneed cash collections, coupled with cost controls, significantly reduced incentive compensation payments and working capital initiatives resulted in operating cash flows during the quarter that were in line with our expectations.

As anticipated, we were also successful in prudently managing our capital expenditures during the quarter. A summary of our capital expenditures is set forth below:

                                                           Three Months Ended
    (In millions)                                               March 31,
                                                           ------------------
                                                              2009      2008
                                                           --------  --------
    Capital improvements at existing locations                 $9.0     $14.2
    Development of cemetery property                            9.2      10.6
    Construction of new funeral home facilities and other
     growth                                                     5.3       4.4
                                                           --------  --------
    Total capital expenditures                                $23.5     $29.2
                                                           ========  ========

TRUST FUND PERFORMANCE

A summary of our U.S. trust fund performance for the three months ended March 31, 2009 is set forth below:

    Preneed Funeral                     (4.4)%
    Preneed Cemetery                    (4.6)%
    Cemetery Perpetual Care             (2.8)%
        Combined Trust Funds            (4.0)%

NON-GAAP FINANCIAL MEASURES

Earnings from continuing operations excluding special items, diluted earnings per share from continuing operations excluding special items, and net cash from operating activities excluding special items shown above are all non-GAAP financial measures. We believe these non-GAAP financial measures provide a consistent basis for comparison between quarters and better reflect the performance of our core operations, as they are not influenced by certain income, expense, and cash items not affecting continuing operations. We also believe this measure helps facilitate comparisons to our competitors' operating results.

Set forth below is a reconciliation of earnings from continuing operations excluding special items to our reported net income. We do not intend for this information to be considered in isolation or as a substitute for other measures of performance prepared in accordance with GAAP.

                                                    Three Months Ended
                                                         March 31,
                                             ---------------------------------
    (In millions, except diluted EPS)             2009              2008
                                             ---------------   ---------------
                                              Net    Diluted    Net    Diluted
                                             Income    EPS     Income    EPS
                                             ---------------   ---------------
    Net income attributable to common
     stockholders, as reported               $34.5     $.14     $41.5    $.16

    After-tax reconciling items:
       (Gains) losses on dispositions and
        impairment charges, net               (2.5)    (.02)      9.6     .04
       Gain on early extinguishment of debt   (1.0)       -         -       -
       One-time Alderwoods transition and
        other costs                              -        -       0.7       -
                                             -----     ----     -----    ----
    Earnings from continuing operations
     excluding special items                 $31.0     $.12     $51.8    $.20
                                             =====     ====     =====    ====
    Diluted weighted average shares
     outstanding (in thousands)                     250,309           265,329

Conference Call and Webcast

We will host a conference call on Thursday, May 7, 2009, at 8:30 a.m. Central Daylight Time. A question and answer session will follow a brief presentation made by management. The conference call dial-in number is (617) 597-5344 with the passcode of 11471384. The conference call will also be broadcast live via the Internet and can be accessed through our website at www.sci-corp.com. A replay of the conference call will be available through May 14, 2009 and can be accessed at (617) 801-6888 with the passcode of 95864817. Additionally, a replay of the conference call will be available on our website for approximately ninety days.

Cautionary Statement on Forward-Looking Statements

The statements in this press release 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 which relate to uncertain tax matters. If these tax matters are unfavorably resolved, we will make any required payments to tax authorities. If these tax matters are favorably resolved, the accruals maintained by us will no longer be required, and these amounts will be released through the tax provision at the time of resolution.
  • 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 of our auditors regarding the effectiveness of our internal control over financial reporting.
  • The possibility that 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 conditions 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 weakening 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 weakening 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.

About Service Corporation International

Service Corporation International (NYSE: SCI), headquartered in Houston, Texas, is North America's leading provider of deathcare products and services. At March 31, 2009, we owned and operated 1,286 funeral homes and 365 cemeteries (of which 207 are combination locations) in 43 states, eight Canadian provinces, the District of Columbia and Puerto Rico. Through our businesses, we market the Dignity Memorial(R) brand which offers assurance of quality, value, caring service, and exceptional customer satisfaction. For more information about Service Corporation International, please visit our website at www.sci-corp.com. For more information about Dignity Memorial(R), please visit www.dignitymemorial.com

    For additional information contact:

    Investors:  Debbie Young - Director / Investor Relations  (713) 525-9088

    Media:      Lisa Marshall - Managing Director / Corporate
                 Communications                               (713) 525-3066


                          SERVICE CORPORATION INTERNATIONAL
                        CONSOLIDATED STATEMENT OF OPERATIONS
                      (In thousands, except per share amounts)

                                               Three Months Ended
                                                     March 31,
                                               -------------------
                                                 2009      2008
                                               --------   --------
    Revenues                                   $510,595   $573,451
    Costs and expenses                         (410,475)  (435,854)
    Gross profit                                100,120    137,597

    General and administrative expenses         (21,786)   (25,075)
    Gains (losses) on divestitures and
     impairment charges, net                      7,230    (12,046)
    Other operating expense                           -     (1,106)
                                               --------   --------
    Operating income                             85,564     99,370

    Interest expense                            (31,670)   (34,069)
    Other income, net                               767      1,172
                                               --------   --------
    Income from continuing operations
     before income taxes                         54,661     66,473
    Provision for income taxes                  (20,281)   (24,969)
                                               --------   --------
    Income from continuing operations            34,380     41,504
    Income from discontinued operations               -         15
                                               --------   --------
        Net income                               34,380     41,519
        Net income attributable to
         noncontrolling interests                   150          -
                                               --------   --------
        Net income attributable to common
        stockholders                            $34,530    $41,519
                                               ========   ========
    Basic earnings per share:
       Income from continuing operations
        attributable to common stockholders        $.14       $.16
       Net income attributable to common
        stockholders                               $.14       $.16
    Diluted earnings per share:
       Income from continuing operations
        attributable to common stockholders        $.14       $.16
       Net income attributable to common
        stockholders                               $.14       $.16

    Basic weighted average number of shares     250,134    261,475
                                               ========   ========
    Diluted weighted average number of shares   250,309    265,329
                                               ========   ========


                          SERVICE CORPORATION INTERNATIONAL
                             CONSOLIDATED BALANCE SHEET
                       (In thousands, except share amounts)

                                                    March 31,    December 31,
                                                      2009          2008
    -------------------------------------------------------------------------
    Assets
    Current assets:
      Cash and cash equivalents                     $215,971      $128,397
      Receivables, net                                78,612        96,145
      Inventories                                     31,221        31,603
      Deferred tax asset                              79,571        79,571
      Current assets held for sale                     1,311         1,279
      Other                                           23,952        18,515
                                                  ----------    ----------
        Total current assets                         430,638       355,510
                                                  ----------    ----------
    Preneed funeral receivables, net and
     trust investments                             1,193,598     1,191,692
    Preneed cemetery receivables, net and
     trust investments                             1,087,777     1,062,952
    Cemetery property, at cost                     1,459,891     1,458,981
    Property and equipment, net                    1,565,797     1,567,875
    Non-current assets held for sale                  96,123        97,512
    Goodwill                                       1,172,645     1,178,969
    Deferred charges and other assets                439,257       452,634
    Cemetery perpetual care trust investments        697,535       744,758
                                                  ----------    ----------
                                                  $8,143,261    $8,110,883
                                                  ==========    ==========
    Liabilities & Stockholders' Equity
    Current liabilities:
      Accounts payable and accrued liabilities      $308,983      $294,859
      Current maturities of long-term debt            55,897        27,104
      Current liabilities held for sale                  549           465
      Income taxes                                     1,158         4,354
                                                  ----------    ----------
        Total current liabilities                    366,587       326,782
                                                  ----------    ----------
    Long-term debt                                 1,788,670     1,821,404
    Deferred preneed funeral revenues                586,232       588,198
    Deferred preneed cemetery revenues               804,205       771,117
    Deferred income taxes                            306,067       288,677
    Non-current liabilities held for sale             74,002        75,537
    Other liabilities                                321,567       356,090
    Deferred preneed funeral and cemetery
     receipts held in trust                        1,848,853     1,817,665
    Care trusts' corpus                              732,502       772,234

    Stockholders' equity:
      Common stock, $1 per share par value,
       500,000,000 shares authorized,
       250,943,842 and 249,472,075 issued and
       outstanding (net of 469,633 and 481,000
       treasury shares, at par, respectively)        250,944       249,472
      Capital in excess of par value               1,727,214     1,733,814
      Accumulated deficit                           (692,226)     (726,756)
      Accumulated other comprehensive income          28,896        36,649
                                                  ----------    ----------
        Total common stockholders' equity          1,314,828     1,293,179
        Noncontrolling interests                        (252)            -
                                                  ----------    ----------
        Total equity                               1,314,576     1,293,179
                                                  ----------    ----------
                                                  $8,143,261    $8,110,883
                                                  ==========    ==========


                          SERVICE CORPORATION INTERNATIONAL
                        CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (In thousands)

                                                       Three months ended
                                                            March 31,
                                                       -------------------
                                                          2009       2008
                                                       -------    --------
    Cash flows from operating activities:
      Net income                                       $34,380     $41,519
      Adjustments to reconcile net income to net cash
       provided by operating activities:
        Income from discontinued operations, net of tax      -         (15)
        Gain on early extinguishment of debt            (1,610)          -
        Depreciation and amortization                   29,115      27,077
        Amortization of intangible assets                5,484       6,124
        Amortization of cemetery property                5,911       7,385
        Amortization of loan costs                         898         995
        Provision for doubtful accounts                  3,091       1,948
        Provision for deferred income taxes             18,577      19,231
        (Gain) loss on divestitures and impairment
         charges, net                                   (7,230)     12,046
        Share-based compensation                         2,408       2,197
        Excess tax benefits from share-based awards          -      (1,324)
      Change in assets and liabilities, net of
       effects from acquisitions and divestitures:
        Decrease in receivables                         12,269         581
        Decrease (increase) in other assets              5,083      (7,719)
        Increase (decrease) in payables and other
         liabilities                                    21,954     (80,877)
        Effect of preneed funeral production and
         maturities:
          Decrease in preneed funeral receivables and
           trust investments                             4,558      10,760
          (Decrease) increase in deferred preneed
           funeral revenue                              (2,349)     10,610
          Decrease in funeral deferred preneed funeral
           receipts held in trust                       (5,579)    (16,927)
        Effect of preneed cemetery production and
         deliveries:
          Decrease in preneed cemetery receivables
           and trust investments                         9,596      16,110
          Increase in deferred preneed cemetery revenue  9,589       2,591
          Decrease in cemetery deferred preneed
           cemetery receipts held in trust              (4,792)     (5,980)
      Other                                                  1          12
                                                       -------    --------
    Net cash provided by operating activities          141,354      46,344
    Cash flows from investing activities:
      Capital expenditures                             (23,494)    (29,240)
      Proceeds from divestitures and sales of property
       and equipment                                     7,713       7,987
      Acquisitions                                        (512)     (3,882)
      Net deposits of restricted funds and other           129     (21,483)
                                                       -------    --------
    Net cash used in investing activities from
     continuing operations                             (16,164)    (46,618)
    Net cash provided by investing activities from
     discontinued operations                                 -         858
                                                       -------    --------
    Net cash used in investing activities              (16,164)    (45,760)
    Cash flows from financing activities:
      Proceeds from the issuance of long-term debt           -      69,000
      Payments of debt                                  (2,132)    (46,179)
      Principal payments on capital leases              (6,581)     (5,888)
      Early extinguishment of debt                      (7,476)          -
      Purchase of Company common stock                       -     (36,606)
      Proceeds from exercise of stock options            2,363       1,335
      Excess tax benefits from share-based awards            -       1,324
      Payments of dividends                             (9,981)    (10,585)
      Bank overdrafts and other                        (13,658)     (7,829)
                                                       -------    --------
    Net cash used in financing activities              (37,465)    (35,428)
    Effect of foreign currency on cash and cash
     equivalents                                          (151)     (1,275)
                                                       -------    --------
    Net increase in cash and cash equivalents           87,574     (36,119)
    Cash and cash equivalents at beginning of period   128,397     168,594
                                                       -------    --------
    Cash and cash equivalents at end of period        $215,971    $132,475
                                                       =======    ========




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SOURCE Service Corporation International
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